TCR_Public/110906.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, September 6, 2011, Vol. 15, No. 247

                            Headlines

785 PARTNERS: Can File Schedules and Statements By Sept. 12
785 PARTNERS: Sept. 15 Hearing on Lender's Case Dismissal Plea
785 PARTNERS: Wants to Hire Proskauer Rose as Counsel
ALLEGHENY NATURAL: Asks Court to Dismiss TriEnergy Oil Petition
ALROSE KING: Taps Farrell Fritz as Attorney

ALROSE KING: Creditor Wants Receiver to Take Over
AMERICAN CASINO: Moody's Affirms 'B3' Corporate Family Rating
ANDRONICO'S COMMUNITY: DIP Lender Bids $20-Mil. for Assets
ARAPAHOE LAND: Court Dismisses Chapter 11 Case
BANK OF AMERICA: BNY Asks Judge to Return BofA Settlement

BIOLIFE SOLUTIONS: de Greef Ends Consultancy, Stays as Director
BLOCKBUSTER INC: Receiver Seeks to Close Remaining Canadian Stores
BLUEKNIGHT ENERGY: Swank Capital Raises Stake to 17.1%
BROBECK PHLEGER: Has $470,000 Settlement With Heller Ehrman
BURLINGTON COAT: Bank Debt Trades at 7% Off in Secondary Market

CABI SMA: Proposes Berman Rennert as Property Tax Counsel
CALVARY BAPTIST: Court Confirms Amended Chapter 11 Plan
CARBON ENERGY: Taps Kolesar & Leatham as General Counsel
CARTER'S GROVE: Can Tap Foley & Lardner as Litigation Co-Counsel
CARTER'S GROVE: Has OK for Hirschler Fleischer as Local Counsel

CASA GRANDE: Can Access Lender Cash Collateral Until Sept. 30
CHADWICK SCHOOL: Moody's Upgrades Bond Rating From 'Ba3'
CHRISTIAN BROTHERS: Plan Filing Period Extended to Sept. 20
CLAIRE'S STORES: Incurs $10.1 Million Second Quarter Net Loss
CLAIRE'S STORES: Bank Debt Trades at 15% Off in Secondary Market

CLAUDIO OSORIO: Reaches Undisclosed Deal With Court Trustee
CORBIN PARK: Auction Put Off as No Deposits Received
CORNERSTONE WORLD: Judge Dismisses Case After Deal Reached
CROATAN SURG: Hearing on Further Cash Collateral Use Tomorrow
CWS ENTERPRISES: District Court Denies Interlocutory Appeal

DAVID OLSEN: Fully Pays Wisc. DOT $2.4 Million
DIABETES AMERICA: Wins OK for EDG-Led Auction on Oct. 4
DULCES ARBOR: Files First Amended Request for DIP Financing
EAGLE CROSSROADS: $52MM Default Suit Prompted Ch. 11 Filing
EATON MOERY: Amends Plan; Confirmation Hearing on Oct. 21

ELEPHANT & CASTLE: Seeks to Hire Phoenix Management as Advisors
ELEPHANT TALK: Amends Form S-1 Registration Statement
ENIVA USA: Hearing on Cash Collateral Access Tomorrow
ENIVA USA: Wants Until Nov. 10 to Propose Chapter 11 Plan

EVERGREEN SOLAR: Unsecured Creditors Balk at Proposed Sale
FOOT LOCKER: Moody's Affirms 'Ba3' Corporate Family Rating
FREMONT GENERAL: Calif. Appeals Ct. Rules in Suit v. Ex-Counsel
GAHANNA-CREEKSIDE: Merchants Blame Tough Times, Not Receivership
GELT PROPERTIES: Can Use Lenders' Cash Collateral Until Sept. 30

GENERAL MARITIME: Cut by Moody's to 'Caa3', May Need Restructuring
GENON ENERGY: Fitch Affirm Issuer Default Rating at 'B'
GEORGE LEON: In Chapter 7, Hopes to Reopen Store
GIORDANO'S ENTERPRISES: DIP Documents Require Sale by Oct. 31
GIORDANO'S ENTERPRISES: To Pay $173K  Audit Fee to Crowe

GRAND SOLEIL: Court OKs Chapter 11 Bankruptcy
GREEN MILLER: Motion to Reconsider, Filed A Year Late, Is Denied
GULFSTREAM INT'L: Judge Confirms Chapter 11 Plan
GYMBOREE CORP: Bank Debt Trades at 13% Off in Secondary Market
HARRISBURG, PA: Pennsylvania Senator Calls for Harrisburg Takeover

HAWAII MEDICAL: Amends Schedules of Assets and Liabilities
HELLER EHRMAN: Agrees to Pay Brobeck Phleger $470,000
HELLER EHRMAN: Suit Against Non-Creditor Dismissed
HERITAGE CONSOLIDATED: Malouf Gets Court OK as Special Counsel
J.CREW: Bank Debt Trades at 13% Off in Secondary Market

JEFFERSON, AL: Officials Confident Despite Jefferson County Woes
JETDIRECT AVIATION: Court Denies Standing to Failed LLC's Creditor
JOSEPH SMYJUNAS: Files for Chapter 11 With $32.7MM Debt
KT SPEARS: First Palmetto Withdraws Motion to Dismiss Case
LAS VEGAS SANDS: 2016 Debt Trades at 9% Off in Secondary Market

LAS VEGAS SANDS: 2014 Debt Trades at 9% Off in Secondary Market
LEHMAN BROTHERS: Files Copies of Court-Okayed Plan Disclosures
LOCAL INSIGHT: Wants Decision Period on Dayton Lease Extended
LOCAL INSIGHT: Wants Plan Filing Period Extended to Oct. 13
LUCIEN PICCARD: Acquired Out of Bankruptcy by Swiss Watch

LYMAN LUMBER: Court Okays Matrix as Panel's Financial Advisor
LYMAN LUMBER: Court OKs Leonard Street as Labor Counsel
MARY HOLDER: Downturn in Housing Market Cues Bankruptcy Filing
MAYSVILLE INC: FEP & MUNB Oppose Collateral Use, Want Dismissal
MEG ENERGY: Bank Debt Trades at 5% Off in Secondary Market

MIRASOL INC: Owes Several Clients Hefty Refunds
MISSION REAL ASSOC: Plan Confirmation Hearing Set for Sept. 14
MOMENTIVE PERFORMANCE: Amends $525.68MM Springing Notes Offering
MORGAN'S FOODS: Amends Pre-Negotiation Agreement with KFC
MSR RESORT: Has Until Sept. 30 to Decided on Property Leases

NAVISTAR INTERNATIONAL: To Review Impairment of $120-Mil. Assets
NEWPAGE CORP: Says Luke Plant is Not For Sale Despite Bankruptcy
NORD RESOURCES: Inks Addendum to W. Morrison Employment Agreement
NORTEL NETWORKS: Has $21.5 Million ERISA Suit Settlement
NORTEL NETWORKS: May Enter into 2nd Amended Tax Side Agreement

NOVELIS INC: Bank Debt Trades at 6% Off in Secondary Market
NY RACING: Cleared From Employment Discrimination Lawsuit
OLD CORKSCREW: Taps Arcadia as Citrus Growing Managers
OLD CORKSCREW: Employs Berger Singerman as Bankruptcy Counsel
OLSEN'S MILL: Archer Daniels to Acquire Grain Elevators

OMEGA NAVIGATION: Files Schedules of Assets and Liabilities
OTERO COUNTY: Has Access to BofA Cash Collateral Until Feb. 16
OTERO COUNTY: Taps White & Case as Lead Bankruptcy Counsel
OTERO COUNTY: Asks Court to Approve KCC as Claims Agent
P&C POULTRY: Plan Outline Hearing Continued Until Sept. 14

PARAMOUNT LIMITED: Receiver Ready to Collect, Wants Case Dismissal
PEGASUS RURAL: Bondholders Seek Trustee in Chapter 11
PERCY MILLER: Harris & Ruble Updates on Case
PIEDMONT CENTER: Directed to File Plan & Disclosures by Nov. 9
PIEDMONT CENTER: Has Emergency Motion to Use Cash Collateral

PRIVATE MEDIA: Files Emergency Writ to Block Receivership
PROGNOZ SILVER: Moscow Terminated Bankruptcy, Says High River
PROMETRIC INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
PURSELL HOLDINGS: Has Lender's Consent for Cash Collateral Use
RASER TECHNOLOGIES: Sues United Tech Over Power Generator Lies

RC SOONER: Tosses Out Suit Against Remy Family
ROUND TABLE: Lenders Reach Deal in Bankruptcy-Exit Plan
ROUND TABLE: Has Access to Lenders' Cash Collateral Until Sept. 30
ROYAL HOSPITALITY: Hearing on Further Cash Use Tomorrow
SBARRO INC: Creditors, BNY Mellon Object to Asset Sale

SBARRO INC: Sale Process Sparks Criticism From Indenture Trustee
SHENGDATECH INC: Special Committee Wants Michael Kang Named as CRO
SHENGDATECH INC: Spl. Committee Wants Injunction vs. Shareholders
SHERRILL MANUFACTURING: Resumes Production After Year Off
SHOPS AT PRESTONWOOD: Wants Sayles Werbner as Special Counsel

SHOPS AT PRESTONWOOD: Case Dismissal Plea Hearing Set for Sept. 12
SHOPS AT PRESTONWOOD: Plan Outline Hearing Scheduled for Sept. 15
SOLAR DRIVE: U.S. Trustee Protests Employment of General Counsel
SOUTHWEST GEORGIA: Lenders Poised to Take Over $194.5MM Plant
SPECTRAWATT INC: Seeks Rejection of Lease and Contract

SPECTRAWATT INC: Seeks to Retain King & Spalding as Counsel
SPECTRAWATT INC: Seeks to Employ Three Sales Agents
STELLAR GT: Hearing on Case Dismissal Plea Set for Oct. 10
SUMMER VIEW: US Bank Seeks Stay Relief to Allow Property Turnover
SUMMER VIEW: 341(a) Creditors' Meeting Set on Sept. 20

SUMMIT III: Schedules and Statement Expected by Sept. 9
SUNNYVALE BUSINESS: Wants Court Approval to Use Cash Collateral
SYNTERRA 3020: Court Approves Ciardi as Bankruptcy Counsel
SYNTERRA 3020: Asks Court to Dismiss Chapter 11 Case
THORNBURG MORTGAGE: Banks' Reply to Trustee Lawsuit Extended

TONY PACKO'S: Receives 5 Bids in Receivership
TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
TRIBECA LOFTS: Plan Order Modifies Orix Loan Agreement
TRIUS THERAPEUTICS: Amends Form S-1 Registration Statement
TRIUS THERAPEUTICS: Files Form S-3; To Issue $100MM Securities

TXU CORP: Bank Debt Trades at 25% Off in Secondary Market
UNION STREET: BB&T V. Fidelity et al. Survives Motion to Dismiss
UNITED STATES: Post Office Won't Make $5.5BB Payment Due Sept. 30
VAN CHASE: U.S. Trustee Wants Case Dismissed or Converted to Ch. 7
VEC LIQUIDATING: Court Appoints G. Pollack as Mediator

VELOCITY EXPRESS: Taps Sullivan Hazeltine as Counsel
VERENIUM CORP: Files Form 10-Q; Incurs $1.4-Mil. Net Loss in Q2
VERTICAL COMPUTER: Incurs $66,000 Second Quarter Net Loss
VEY FINANCE: Hires Anderson Bright Crout as Special Counsel
VHGI HOLDINGS: Posts $190,900 Net Loss in Q2 Ended June 30

VIASPACE INC: Incurs $12,000 Net Loss in Second Quarter
VIASYSTEMS GROUP: S&P Raises CCR to 'BB-' on Improved Leverage
VITAMINSPICE INC: Wants Petitioners' Plea for Trustee Denied
VITESSE SEMICONDUCTOR: Posts $6.5-Mil. Profit in June 30 Quarter
VITRO SAB: BofA to Transfer $5MM DIP and Sale Carve Out Funds

VITRO SAB: U.S. Units Want Name Changes OK'd in Relation to Sale
VITRO SAB: Bond Trustee Sues Units to Recover $1.35BB in Notes
VUZIX CORP: Incurs $927,500 Net Loss in Second Quarter
WAGSTAFF MINNESOTA: Exclusive Filing Period Extended to Dec. 31
WAGSTAFF PROPERTIES: Lease Decision Period Extended to Nov. 25

WAGSTAFF PROPERTIES: To Employ Jones & Malhotra as Auditor
VWE GROUP: Noteholders Denied Leave to Amend Suit v. D&Os
WASHINGTON LOOP: Court Denies Motion to Use ROBI's Cash Collateral
WASHINGTON LOOP: Wins OK to Hire Shumaker Loop as Counsel
WASHINGTON LOOP: Files Chapter 11 Plan & Disclosure Statement

WASHINGTON LOOP: Debtor Defaults, Wells Fargo Seeks Stay Relief
WASHINGTON MUTUAL: Creditors File Brief to Support Plan
WASHINGTON MUTUAL: LTW Holders Can't Form Own Committee
WASHINGTON MUTUAL: Creditors Object Bid to Tap Legal Expert
WASTE2ENERGY HOLDINGS: Creditors Ask Court to Appoint Trustee

WATER STREET: Bontkes Seek Dismissal of Chapter 11 Case
WATERSCAPE RESORT: Confirmation Order Amended on Tax Exemption
WATERSCAPE RESORT: Can Access Cash Collateral Until Oct. 13
WAVE SYSTEMS: Incurs $1.8 Million Net Loss in Second Quarter
WAXESS HOLDINGS: Sells 104.52 Units for $2.6 Million

WESTCLIFF MEDICAL: Exclusive Filing Period Extended to Oct. 11
WESTPOINT STEVENS: Seeks Chapter 11 Case Dismissal
WIDEOPENWEST: Moody's Says Asset Purchase No Impact on Ratings
WILLIAM LYON: Moody's Downgrades Corp. Family Rating to 'Ca'
WILLIAM B JOHNSON: Places Business Under Chapter 11 Protection

WILLIAMS LOVE: U.S. Trustee Unable to Form Committee
WILLIAMS LOVE: Says It Can File Schedules by Sept. 12

* 5th Circ. Says Trustee Can Pursue Hidden Ch. 7 Asset
* Chapter 7 Trustees Face New Banking Fees on Estate Deposits

* U.S. Set to Sue a Dozen Big Banks Over Mortgages
* Bankruptcy Risk for Companies Is a Worry Again, ABI Reports
* U.S. Senate to Quickly Confirm Two Nominees for SEC
* U.S. Inquiry Eyes S&P Ratings of Dozens Mortgage Securities

* MountainView Buys $282 Million FDIC Portfolio

* Nixon Peabody Snags 2 Paul Hastings Corporate Pros
* 3 Wendel Bankruptcy Lawyers Named Calif. Super Lawyers

* Large Companies With Insolvent Balance Sheets


                            *********


785 PARTNERS: Can File Schedules and Statements By Sept. 12
-----------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York extended the time by which 785
Partners LLC must file its schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases, as required by Rule 1007(c) of the Federal
Rules of Bankruptcy Procedure, through Sept. 12, 2011.

The Court's ruling is without prejudice to the Debtor's right to
seek additional extensions upon proper motion and cause shown.

                      About 785 Partners LLC

785 Partners LLC owns a 42-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 11-13702) on Aug. 3, 2011.  Andrew K. Glenn, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, serves as
counsel to the Debtor.  The Debtor estimated assets and debts of
$100 million to $500 million.  The petition was signed by Kevin
O'Sullivan, co-manager.


785 PARTNERS: Sept. 15 Hearing on Lender's Case Dismissal Plea
--------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York will hold a hearing on Sept. 15,
2011, at 10:00 a.m., to consider a motion filed by First Manhattan
Developments REIT for the dismissal of 785 Partners LLC's Chapter
11 case.

Objections to the Dismissal Motion should be filed with the Court
no later than Sept. 8, at 4:00 p.m.

As previously reported by The Troubled Company Reporter on
Aug. 24, 2011, First Manhattan is seeking the dismissal of 785
Partners' bankruptcy case or in the alternative, relief from the
automatic stay to allow it to complete a foreclosure action.
First Manhattan argued that dismissal of the bankruptcy case is
warranted "for several independent reasons, including: (i) the
case was filed in 'bad faith', (ii) the Debtor has not, and cannot
pay the expenses necessary to preserve and maintain the Real
Property, (iii) the Debtor has no equity in the Real Property,
(iv) the value of the Real Property is diminishing and, (v) the
case was filed with no reasonable prospect for rehabilitation or
reorganization."

The subject Real Property is owned by the Debtor located at, 306
West 48th Street, or 785 Eighth Avenue, New York, New York.  A 42-
story building was constructed on the property with the intent to
sell 122 condominium units, but the developer failed to obtained
the requisite condominium approvals from the New York State
Attorney General.

The Troubled Company Reporter, citing Chapter11Cases.com, noted
that First Manhattan acquired its claims from PB Capital
Corporation, as Administrative Agent for lenders PB Capital
Corporation and TD Bank, N.A., which initially provided
$84 million in secured financing to 785 Partners in January 2007.
First Manhattan Developments asserts it now holds a claim of
approximately $101 million, but that the fair market value of the
property is less than the amount of its claim.  The initial
lenders began foreclosure proceedings in September 2010 and a
summary judgment hearing was scheduled to occur on Aug. 3 but was
stayed by the bankruptcy filing.

                      About 785 Partners LLC

785 Partners LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 11-13702) on Aug. 3, 2011.  Andrew K. Glenn, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, serves as
Counsel to the Debtor.  The Debtor estimated assets and debts of
$100 million to $500 million.  The petition was signed by Kevin
O'Sullivan, co-manager.


785 PARTNERS: Wants to Hire Proskauer Rose as Counsel
-----------------------------------------------------
785 Partners LLC seeks permission from the U.S. Bankruptcy Court
for the Southern District of New York to employ Proskauer Rose LLP
as counsel nunc pro tunc to Aug. 10, 2011.

The Debtor says it requires Proskauer to act as its counsel foe
insolvency and related matters and to render legal services
relating to the day-to-day administration of its Chapter 11 case.

Among other things, Proskauer is expected to advise the Debtor in
its powers and duties as a Chapter 11 debtor; advise the Debtor on
bankruptcy law; prepare motions, orders and other legal papers;
prosecure and defend litigation matters that may arise; and
represent the Debtor in proceedings and hearings before the
Bankruptcy Court.

The Debtor propose that Proskauer's fees will be paid by its
affiliate, Time Square Development Group, Inc.  The firm will be
paid a $200,000 advance fee payment on connection with the
representation.

Proskauer's hourly fees are $500-$995 for partners; $400-$810 for
senior counsel; $195-$700 for associates and other attorneys and
$125 to $295 for paraprofessionals.  As an accommodated to the
Debtor, the firm agreed that its fee requests will reflect a
voluntary 10% reduction of its general prevailing rates.

The primary Proskauer attorneys anticipated to work for the Debtor
are Sheldon I. Hirshon, Craig A. Damast, Lawrence S. Elbaum and
Richard J. Corbi.

Sheldon I. Hirshon, a partner at Proskauer, assures the Court that
his firm's professionals do not hold or represent any interest
adverse to the Debtor and that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                      About 785 Partners LLC

785 Partners LLC owns a 42-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 11-13702) on Aug. 3, 2011.  The Debtor estimated assets and
debts of $100 million to $500 million.  The petition was signed by
Kevin O'Sullivan, co-manager.


ALLEGHENY NATURAL: Asks Court to Dismiss TriEnergy Oil Petition
---------------------------------------------------------------
Allegheny Natural Resources, Inc., as the U.S. Bankruptcy Court
for the Western District of Pennsylvania to dismiss the petition
of TriEnergy Oil and Gas, Inc. Per Rule 12(b)(1), Lack of Subject
Matter Jurisdiction.

Petitioner TriEnergy has filed a summons to Debtor in this
involuntary Bankruptcy ("Petition").

The Debtor denies that is owes TriEnergy any sums as claimed.
TriEnergy failed to claim any amount in its Petition.  TriEnergy
has filed suit in the Court of Common Pleas of Allegheny County,
Pennsylvania at GD11-00572 claiming $76,132.56 (the "suit").

The Debtor has filed a Counterclaim in the TriEnergy suit averring
that TriEnergy had negligently prepared a Lease Report for
property it owned as the Neal Lease affirmatively stating that
Neal earned 100% of the drilling rights when Neal only owed 25%.
ANR lost $157,794 when it was forced to abandon the well it
drilled and lost $300,000 in anticipated gas revenues.

As reported in the TCR on July 20, 2011, the Debtor asked the
Bankruptcy Court to dismiss the involuntary Chapter 11 petition
filed against it.

Allegheny denies owing any sums to the petitioning creditors.
Allegheny says it is generally paying its debts as they become due
except those that are subject to dispute.

Allegheny denies owing $1 million to Interstate Gas Marketing,
Inc.  Allegheny says IGM does business as and trades as Northeast
Energy Management Inc., under which name it drills IGM wells.
Allegheny contends that as of the petition date, IGM d/b/a and t/a
NEM owes Allegheny $4,067.

Allegheny also says it does not owe Aven Oil and Gas Inc.
$1 million.  Allegheny explains it has expended $438,819 against
Aven's advance of $639,000 as an investment in certain wells.
Allegheny says the cost to complete those wells will be $208,488,
at which time Allegheny will be owed $3,307 for the drilling phase
of the operations.  Currently, ANR is holding $10,511 for
production revenue which will be used to offset sums owed by Aven
upon completion of the project.

Allegheny also denies owing $1 million to Craig Berland.
Allegheny says an original contract was with a company called
Systems 3 Inc. of which, Craig Berland, was president.  Systems 3
Inc. originally invested $250,000 in ANR Drilling Venture 2008 and
2009 programs, both of which were Turnkey Contract with no
provision for refuds.  Both of the programs were later transferred
to the Berland Family Trust.  At that time, Mr. Berland, as an
"individual" was not party to the Agreements.  As of the Petition
Date, ANR owes Berland Family Trust $5,112 in production revenue.
There are no other refunds due Systems 3 Inc. for the drilling
programs.

                About Allegheny Natural Resources

Based in Sewickley, Pennsylvania, Allegheny Natural Resources Inc.
operates 66 gas wells in Pennsylvania and has more than 1,200
acres under lease in Jefferson County.  Allegheny was named in an
involuntary Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case
No. 11-24265) on July 5, 2011.

The petitioning creditors Aven Gas & Oil, Inc., Interstate Gas
Marketing, Inc., and Craig Berland allege they are owed $1 million
each.  The petitioning creditors are represented by Robert O.
Lampl, Esq. -- rol@lampllaw.com -- as bankruptcy counsel.

Judge Judith K. Fitzgerald presides over the case.  The Court has
designated H. James Adams as principal operating officer of the
Debtor.  Allegheny is represented by:

         Robert X. Medonis, Esq.
         680 Washington Road -- Suite 203
         Pittsburgh, PA 15228
         Tel: 412-531-3131
         Fax: 412-531-3132
         E-mail: rxmedonisesq@aol.com


ALROSE KING: Taps Farrell Fritz as Attorney
-------------------------------------------
Alrose King David LLC asks the U.S. Bankruptcy Court for the
Eastern District of New York for permission to employ Farrell
Fritz PC for legal advice with respect to the Debtor's powers and
duties as a debtor-in-possession in the continued operation of its
business and management of its property.

The firm will charge the Debtor's estate for reimbursement of
expenses in a manner and at rates consistent with charges made
generally to the firm's client outside bankruptcy.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011,
estimating between $10 million and $50 million in both debts and
assets.  Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.


ALROSE KING: Creditor Wants Receiver to Take Over
-------------------------------------------------
DCI Design Communications, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of New York to:

   (a) abbreviate or vacate the automatic stay as debtor Alrose
       King David LLC is a single asset real estate entity as
       defined by the Bankruptcy Code;

   (b) install Anthony J. Cincotta, the receiver appointed by the
       New York Supreme Court in March 2011, after trial, as the
       debtor-in-possession, having filed a bond and served a
       Notice to Attorn on the Debtor and the latter, whose
       general partner is Allen Rosenberg, having contemptuously
       refused to honor the order of the Supreme Court having been
       served upon the Debtor more than 20 days prior to the
       Petition Date;

   (c) recognize the Debtor and Alrose Allegria LLC as one and the
       same substantive entity and add Alrose Allegria LLC to the
       caption of this bankruptcy proceeding and including its
       assets and revenues, withheld from the parties and the
       Receiver in the Supreme Court, in this Chapter 11
       proceeding; and

   (d) address the issue of fraudulent and preferential transfers
       by the Debtor and Alrose Allegria to avoid required
       payments under the New York State Lien Law and as evidence
       of the conspiracy to defraud creditors of Alrose King David
       LLC and, as evidence of the amalgation of the Debtor and
       Alrose Allegria into one common entity whose general
       partner is Allen Rosenberg so as not to permit Mr.
       Rosenberg to commit a fraud upon the Bankruptcy Court and
       the creditors in this Chapter 11 case.

Joseph T. Adragna, Esq., in Huntington, New York -- argues that
notwithstanding the bankruptcy filing and the automatic stay, the
Debtor and Mr. Rosenberg continue to be in contempt of the Supreme
Court order and Mr. Cincotta continues to be in legal possession
of the Debtor's property.  The filing of bankruptcy by the Debtor
does not whitewash Mr. Rosenberg's contempt nor does it divest the
Receiver of his power or authority provided by the Supreme Court
some 28 days prior to the Petition Date, he insists.

                        Debtor Reacts

Counsel to the Debtor, Robert C. Yan, Esq., at Farrell Fritz,
P.C., in Uniondale, New York, argues that relief under Section
362(d)(3) of the Bankruptcy Code does not expire absent express
conditions.  It is clear that the automatic stay does not
automatically expire in the manner described by DCI and any motion
for relief under Section 362(d)(3) to the extent it is available
to DCI is premature, he contends.

Mr. Yan says the Debtor intends to file a plan of reorganization
prior to the deadline set forth in Section 362(d)(3).  The Debtor
is also engaged in ongoing discussions with, and has transmitted a
plan proposal to, its senior lenders and remains hopeful that its
efforts will result in a consensual plan of reorganization.

Mr. Yan further avers that the Receiver is not in legal possession
of the Debtor's interests pursuant to Section 543 of the
Bankruptcy Code.  Because the Receiver never took possession,
custody or control of the Debtor's interest in the Property or of
the rents, issues, revenues and profits due and unpaid to the
Debtor, there is simply nothing to excuse compliance with, he
stresses.

                        About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011,
estimating between $10 million and $50 million in both debts and
assets.  Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.


AMERICAN CASINO: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service changed the Speculative Grade Liquidity
rating for American Casino & Entertainment Properties, LLC (ACEP)
to SGL-3 from SGL-2. The company's B3 Corporate Family Rating, B3
Probability of Default Rating, and B3 senior secured note ratings
were affirmed. The outlook remains negative.

RATINGS RATIONALE

The lowering in ACEP's speculative grade liquidity rating reflects
the change in its cash balance which are below Moody's previous
expectations and are not expected to increase. The reduction in
ACEP's cash balances are of greater importance due to the absence
of a revolving credit facility that could provide an alternate
source of liquidity. The lower cash balances are due in large part
to ACEP repurchasing about $20 million of its outstanding notes.

ACEP's B3 Corporate Family Rating reflects the company's small
size, high leverage, and weak interest coverage. It also
recognizes the company's revenue concentration in the depressed
gaming markets in and around Las Vegas. Positive rating
consideration includes the company's adequate liquidity profile
and Moody's expectation that ACEP can generate sufficient earnings
to support interest and maintenance capital spending during this
challenging operating environment.

The negative rating outlook reflects Moody's view that operating
results will remain weak as the operating environment in Las Vegas
gaming market will remain challenging at best and vulnerable to
any weakening again of the economy.

ACEP's ratings could be downgraded in the event it is unable to
materially improve operating performance over the intermediate
term. Specifically, ratings could be downgraded if cash balances
were to decline materially, debt (net of cash balances in excess
of $20 million) to EBITDA is sustained above 6.0 times or if
EBITDA-capex to interest drops below 1.0 times. Alternatively,
while an upgrade is not likely in the medium term , a stable
outlook could occur if a sustained improvement in revenues and
earnings resulted in stronger liquidity and improved debt
protection metrics. Moreover, ratings could be upgraded if the
company can improve and sustain gross debt/EBITDA below 3.5 times
and EBIT/interest expense around 1.5 times. A higher rating would
also require stronger liquidity.

Ratings affirmed are:

Corporate Family Rating at B3

Probability of Default Rating at B3

$375 million 11% secured notes at B3 (LGD 3, 47%)

Rating lowered;

Speculative Grade Liquidity Rating changed to SGL-3 from SGL-2

The principal methodology used in rating American Casino &
Entertainment Properties, LLC was the Global Gaming 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.

American Casino & Entertainment Properties, LLC owns and operated
three gaming properties in Las Vegas, NV and one property in
Laughlin, NV. Revenues are approximately $340 million.


ANDRONICO'S COMMUNITY: DIP Lender Bids $20-Mil. for Assets
----------------------------------------------------------
Supermarket News reports that Andronico's Community Markets has
received a bid of $20 million from Renovo Capital, a Texas-based
private investment firm, to buy the Company and move it out of
Chapter 11 bankruptcy protection.

According to the report, Renovo already owns $29 million of
Andronico's secured debt and has loaned the Company $5 million to
enable it to operate through mid-October, a chain spokesman said.

The report says two other potential buyers have expressed an
interest in acquiring Andronico's, but the spokesman declined to
indicate who they were.  However, he said that, although the
bankruptcy process requires all offers to be considered, Renovo is
likely to end up as the buyer.

If Renovo is the buyer, Andronico's anticipates its management
team and store personnel will remain in place, with the new owners
investing money immediately in inventory and physical improvements
in anticipation of the holidays, the spokesman told SN.

According to court records, Andronico's lost $4.5 million for the
first 11 months of fiscal 2011, ending in July, on sales of
$108.4 million; for the prior fiscal year, it lost $3.5 million on
sales of $121.5 million.

                         About Andronico's

Andronico's Markets Inc., aka Andronico's Community Markets, is an
independent, specialty supermarket operator in the San Francisco
Bay Area.  Founded in 1929, the Company operates seven stores in
prime upscale urban and suburban locations in Berkeley (four
stores), San Francisco, Los Altos, and San Anselmo.  Andronico's
is a California C-corporation, owned by Solano Enterprises LLC.
The ownership of Solano Enterprises LLC is divided among various
Andronico family members.

4Andronico's filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-48963) on Aug. 22, 2011.  Judge Edward D. Jellen
oversees the case.  Lawyers at Murray & Murray represent the
Debtor.  Bailey, Elizondo & Brinkman LLC serves as its financial
and restructuring advisor.

The Debtor scheduled $18,520,090 in assets and $67,094,619 in
liabilities.


ARAPAHOE LAND: Court Dismisses Chapter 11 Case
----------------------------------------------
On Aug. 24, 2011, the U.S. Bankruptcy Court for the Southern
District of Texas dismissed the Chapter 11 case of Arapahoe Land
Investments, LP.

As reported in the TCR on Aug. 18, 2011, the Debtor asked the
Bankruptcy Court to dismiss its Chapter 11 case, saying that there
are no remaining assets of the estate.

On May 9, 2011, Court granted an agreed order lifting automatic
stay, allowing a real property -- two tracts of land in League
City, Texas, Galveston County, Texas totaling approximately 67
acres -- to be foreclosed on July 5, 2011.

                       About Arapahoe Land

Before filing for bankruptcy, Arapahoe Land Investments LP owned a
67-acre property in League City, Texas, worth $13.5 million while
its mortgage debt is $8.5 million.  Trustmark National Bank was
the holder of the mortgage.  The Abundant Life Christian Center of
Lamarque Inc. holds about 75% of the limited partner interests.

Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
11-80194) on April 5, 2011.

Barbara Mincey Rogers, Esq., at Rogers & Anderson, PLLC, in
Houston, Texas, serves as counsel to the Debtor.


BANK OF AMERICA: BNY Asks Judge to Return BofA Settlement
---------------------------------------------------------
American Bankruptcy Institute reports that Bank of New York Mellon
Corp. asked a federal judge to return Bank of America Corp.'s
proposed $8.5 billion mortgage-bond settlement to the New York
state court where it had been submitted for approval.

                       About Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions.  The Company serves more than 59 million
consumer and small business relationships with more than 6,100
retail banking offices, nearly 18,700 ATMs and online banking with
nearly 29 million active users.  Following the acquisition of
Merrill Lynch in January 2009, BofA is among the world's leading
wealth management companies and is a global leader in corporate
and investment banking and trading across a broad range of asset
classes serving corporations, governments, institutions and
individuals around the world.  Bank of America offers support to
more than 4 million small business owners.  The Company serves
clients in more than 150 countries.  Bank of America Corporation
stock is a component of the Dow Jones Industrial Average and is
listed on the New York Stock Exchange.

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

During the economic collapse in 2008, BofA received US$45 billion
in government bailout.

On June 17, 2011, 34 individuals sought to place Bank of America
N.A. in bankruptcy by filing an involuntary Chapter 11 petition
(Bankr. D. Colo. Case No. 11-24503).  The petitioners claimed to
be owed roughly $60 million in the aggregate.  The petitioners
identified themselves in the signature pages of the Chapter 11
petition as members of either the "Independent Rights Political
Party" or the "Independent Rights Party."  The petition was
dismissed later that month.


BIOLIFE SOLUTIONS: de Greef Ends Consultancy, Stays as Director
---------------------------------------------------------------
BioLife Solutions, Inc., and Roderick de Greef, a director of the
Company who has been consulting to the Company by providing
oversight over the Company's financing activities, internal
accounting functions and SEC reporting, and assisting in the
search for, and reviewing of strategic alternatives, agreed to
terminate the Consulting Agreement, dated Nov. 15, 2007,
effective 90 days from the date of notification.  Mr. de Greef has
waived his right to receive any compensation under the Consulting
Agreement during the 90 period pending the effectiveness of the
termination of the Consulting Agreement.  The agreement was
terminated in relation to the appointment of Daphne Taylor by the
Board of Directors to the position of Vice President, Finance and
Administration and Chief Financial Officer on Aug. 17, 2011.
Mr. de Greef retains his membership on the Board of Directors of
the Company.

The Consulting Agreement was terminable by either party, without
liability, upon 90 days prior written notice.

                       About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.98 million on $2.08 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $2.77 million on $1.58 million of total revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.47 million
in total assets, $11.95 million in total liabilities, and a
$10.48 million total stockholders' deficiency.

The Company has been unable to generate sufficient income from
operations in order to meet its operating needs and has an
accumulated deficit of approximately $53 million at June 30, 2011.
This raises substantial doubt about the Company's ability to
continue as a going concern.

Peterson Sullivan LLP, in Seattle, Wash., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The accounting firm noted
that the Company has been unable to generate sufficient income
from operations in order to meet its operating needs and has an
accumulated deficit of approximately $52 million at Dec. 31, 2010.


BLOCKBUSTER INC: Receiver Seeks to Close Remaining Canadian Stores
------------------------------------------------------------------
The receiver for Blockbuster Canada is seeking an order of the
Ontario Superior Court of Justice to close Blockbuster's remaining
retail locations and wind down operations.

The movie and video game rental chain is a casualty of consumers
shifting to downloaded, pay-per-view, streaming and mail-order
viewing options, receiver Grant Thornton Ltd. said, according to
the Edmonton Journal.

"As a result of the significant changes in Blockbuster Canada
Co.'s competitive landscape, the company's bricks and mortar
business has experienced significant challenges over the last few
years, largely due to the proliferation of various alternatives
available to media consumers in Canada," Grant Thornton said in a
release obtained by the news agency.

The Edmonton Journal notes that the receiver said it failed to
find a suitable buyer that was willing to make necessary
investments for Blockbuster's remaining business.

Stores to be closed include the 15 remaining stores in Edmonton.

A hearing before the Ontario Court is scheduled for today, Sept.
6.

If an ordered is entered, the store closing process would begin a
few days later.  That's when the Company will stop accepting gift
cards and honoring loyalty and rewards programs, the Edmonton
Journal relates.

                     About Blockbuster Canada

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., has operated video rental stores in Canada using the
Blockbuster trademarks since 1990.  It employs roughly 4,000
employees in more than 400 stores across 10 Canadian provinces.
Blockbuster Canada's corporate head office is located in
Etobicoke, Ontario.

Blockbuster Canada went into receivership in Canada on May 3,
2011.  Grant Thornton Limited was appointed by the Ontario
Superior Court of Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel for Grant Thornton.  Blockbuster Canada is estimated to
have $50 million to $100 million in assets and liabilities.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BLUEKNIGHT ENERGY: Swank Capital Raises Stake to 17.1%
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Swank Capital, L.L.C., and its affiliates
disclosed that as of Aug. 30, 2011, they beneficially own
3,738,915 shares of common units of Blueknight Energy Partners,
L.P., representing 17.1% of the shares outstanding.  As previously
reported by the TCR on May 5, 2011, Swank Capital disclosed
beneficial ownership of 3,516,315 shares of common units
representing 16.1% of the shares outstanding.  A full-text copy of
the new filing is available for free at http://is.gd/q5jqSI

                     About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$327.44 million in total assets, $372.97 million in total
liabilities, and a $45.52 million total partners' deficit.


BROBECK PHLEGER: Has $470,000 Settlement With Heller Ehrman
-----------------------------------------------------------
Sara Randazzo at The AM Law Daily reports that Brobeck, Phleger &
Harrison's estate has reached a $470,988 settlement with the
estate of law firm Heller Ehrman won't change the course of its
Chapter 7 proceedings.

The agreement, which must be approved by U.S. Bankruptcy Judge
Dennis Montali, settles a long-running dispute over who deserves
to get paid for work six Brobeck partners took with them to Heller
after Brobeck dissolved in 2003.

The report says both firms agreed to the sum, which represents
just 17.5 percent of the nearly $2.7 million in fees the former
Brobeck partners collected while at Heller, according to the
settlement agreement filed in court Aug. 30.

Based on the terms of Heller's bankruptcy, the $470,988 the firm's
estate agreed to pay Brobeck will eventually be reduced -- just
recently, Heller struck a deal to pay unsecured creditors between
24 cents and 33 cents on the dollar for outstanding claims.

                       About Brobeck Phleger

Brobeck, Phleger & Harrison LLP started business in 1926.  It was
a prominent national law firm with over 900 attorneys and offices
in California, New York, Colorado, Virginia, Texas, Washington
D.C., and, through a joint-venture, in London, England.  In the
late 1990's and early 2000s, Brobeck enjoyed rapid growth, almost
doubling its number of attorneys in just over three years in its
booming technology-sector practice.  In the course of its
expansion, Brobeck incurred substantial debt as well as lease
obligations for several new offices.  On September 17, 2003,
certain of Brobeck's creditors filed an involuntary chapter 7
bankruptcy petition (Bankr. N.D. Calif. Case No. 03-32715).
Thereafter, Ronald F. Greenspan was elected as the Chapter 7
Trustee.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.

Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assists the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


BURLINGTON COAT: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 92.83 cents-on-the-dollar during the week ended Friday,
Sept. 2, 2011, a drop of 0.98 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 475 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Feb. 18, 2017, and carries Moody's 'B3' rating and Standard &
Poor's 'B-' rating.  The loan is one of the biggest gainers and
losers among 70 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Burlington Coat Factory Warehouse Corp. --
http://www.burlingtoncoatfactory.com/-- operates about 425 no-
frills retail stores offering off-price current, brand-name
clothing in about 45 states and Puerto Rico.  Although it is one
of the nation's largest coat sellers, the stores also sells
children's apparel, bath items, furniture, gifts, jewelry, linens,
and shoes.  Sister chains include a pair of higher-priced Cohoes
Fashions shops, about 15 MJM Designer Shoes stores, and a single
Super Baby Depot.  Founded in 1972, Burlington is owned by
affiliates of buyout firm Bain Capital.

                          *     *     *

Burlington carries a 'B3' corporate family rating and SGL-3
speculative grade liquidity rating from Moody's.  The rating
outlook is stable.


CABI SMA: Proposes Berman Rennert as Property Tax Counsel
---------------------------------------------------------
Cabi SMA Tower I, LLLP seeks permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Jeffrey L.
Mandler and his firm Berman Rennert Vogel & Mandler, P.A., as its
property tax counsel.

As the Debtor's property tax counsel, Berman Rennert will
prosecute previously-filed petitions regarding the 2009 and 2010
property tax assessments issued by the Miami-Dade Property Tax
Appraiser's Office, and prosecute 2011 Abatement Petitions
challenging tax assessments issued by the Property Tax Appraiser's
Office.

Berman Rennert will be paid for its services relating to tax years
2009, 2010, and 2011 on a contingent basis in the amount of one-
third (33.33%) of the actual property tax savings realized by the
Debtor.  Berman Rennert will not earn any compensation for its
work unless and until a "benefit" is received by the Debtor.  The
term "Tax Savings" will mean the difference between taxes payable
after the reduction in assessment of a particular property and the
taxes that would have been payable had no reduction been achieved,
plus any interest, any penalties, and any costs awarded with
respect thereto.

The fee arrangement encompasses any services rendered in
connection with representing the Debtor for the submission of the
Debtor's Abatement Petitions pursuant to the Property Tax
Appraiser's Office's established formal or informal procedures,
but does not include representation for any potential
administrative appeals of the Value Adjustment Board's
determinations.  If the Debtor asks that Berman Rennert either
prosecute or defend an appeal to the Circuit Court of a Value
Adjustment Board result, Berman Rennert will be paid an additional
fee, which is yet to be determined when the payment becomes
necessary.

The Debtor further asks that the Guidelines for Fee Applications
for Professionals in the Southern District of Florida in
Bankruptcy Cases be waived due to the nature of Berman Rennert's
engagement in connection with the Property Tax Matters and its
compensation structure.  Berman Rennert has sought, pursuant to
Section 328(a) of the Bankruptcy Code, payment of its fees on a
contingency basis, which is customary for the services rendered by
the firm.  The submission of detailed information regarding time
entries on an tenth of an hour basis is burdensome and unnecessary
in light of the contingent fee arrangement, according to the
Debtor.

Jeffrey L. Mandler, Esq., a shareholder at Berman Rennert Vogel &
Mandler, P.A., in Miami, Florida -- jmandler@brvmlaw.com --
disclosed that Berman Rennert performed prepetition property tax
services with respect to the 2009 real property taxes of an
affiliate of the Debtor, Cabi New River, LLC.  Cabi New River has
also filed for Chapter 11 bankruptcy relief and its case is
pending before the Court as Case Number 10-49013.  Berman Rennert
also has provided, or may provide, property tax services to
affiliates of the Debtor, including, but not limited to, Chapter
11 Debtor Cabi Downtown LLC, whose post-confirmation bankruptcy
case is still pending before the Court as Case No. 09-27168, and
Cabi New River.  Berman Rennert received a pro rata distribution
in the Cabi Downtown bankruptcy case on account of its general
unsecured claim for property tax services rendered prepetition to
Cabi Downtown, he relates.

Despite those disclosures, Berman Rennert is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, Mr. Mandler insists.

                      About Cabi SMA Tower I

Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

No creditor's committee has been appointed in Cabi SMA Tower I,
LLLP's Chapter 11 case.

On April 27, 2011, Cabi SMA Tower I, LLLP filed its First Amended
Plan of Reorganization and an accompanying disclosure statement.


CALVARY BAPTIST: Court Confirms Amended Chapter 11 Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia has
approved Calvary Baptist Temple's proposed Chapter 11 plan, as
amended June 10, 2011, and originally filed in February.

A copy of the Chapter 11 Plan confirmed by the Court on Aug. 18,
2011, is available at http://is.gd/oKoxy7

The Court approved in July the disclosure statement explaining the
Plan, as amended June 10, 2011, and originally filed in February.

According to the Disclosure Statement, which was amended June 15,
2011, general unsecured claims will be paid in full on or before
12 months from the effective date with interest from the effective
date at a rate of 3% simple.

According to the Confirmation Order, the Debtor is directed to
file a final written report to the Court immediately upon
distribution of the deposit required by the plan; the transfer of
all or substantially all of the property proposed by the plan to
be transferred; the assumption by the Debtor or by the successor
to the Debtor under the plan of the business or of the management
of all or substantially all of the property dealt with by the
plan; and the commencement of distribution under the plan.

Upon the receipt of the report, the Court will enter a final
decree which, inter alia, will close the estate, necessitating a
reopening of the same should future causes of action arise.

                   About Calvary Baptist Temple

Headquartered in Savannah, Georgia, Calvary Baptist Temple owns
and operates a Baptist church on Waters Avenue in Savannah,
Chatham County, Georgia.  Calvary Baptist filed for Chapter 11
bankruptcy protection (Bankr. S.D. Ga. Case No. 10-40754) on
April 6, 2010.  C. James McCallar, Jr., Esq., and Tiffany E.
Caron, Esq., at McCallar Law Firm, in Savannah, Ga., represent the
Debtor as counsel.  In its schedules, the Debtor disclosed
$45,831,534 in assets and $19,894,823 in debts as of the Petition
Date.


CARBON ENERGY: Taps Kolesar & Leatham as General Counsel
--------------------------------------------------------
Carbon Energy Holdings Inc. and Carbon Energy Reserve Inc. ask the
U.S. Bankruptcy Court for the District of Nevada for permission to
employ Kolesar & Leatham Chtd. as their general counsel.

A hearing is set for Sept. 28, 2011 at 10:00 a.m., at BTB RN-
Courtroom 2, Young Bldg. to consider the Debtors' request.

The firm will:

   a) prepare schedules, statements, applications, and reports for
      which the services of an attorney is necessary;

   b) advise Debtors of their rights and obligations and their
      performance of their duties during the administration of
      the Chapter 11 cases;

   C) assist Debtors in formulating a plan of reorganization and
      disclosure 24 statements and to obtain approval and
      confirmation thereof; and

   d) represent Debtors in all proceedings before the Court and
      other courts with jurisdiction over this case.

The Debtors propose to pay the firm's attorneys at $450 per hour
and $175 per hour for paraprofessional services.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Carbon Energy

Based in Wickenburg, Arizona, Carbon Energy Holdings, LLC, and
Carbon Energy Reserve, Inc., filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case Nos. 11-52099 and 11-52101) on June 28, 2011.
Judge Bruce T. Beesley presides over the cases.  In their
petitions, both Debtors each estimated assets of $10 million to
$50 million, and debts of $1 million to $10 million.


CARTER'S GROVE: Can Tap Foley & Lardner as Litigation Co-Counsel
----------------------------------------------------------------
Carter's Grove LLC sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Foley & Lardner, LLP, as its special litigation co-counsel, nunc
pro tunc to June 15, 2011.

Foley & Lardner will represent the Debtor in an adversary
complaint against The Colonial Williamsburg Foundation in
connection with the sale of a property pursuant to a purchase
agreement whereby the Debtor is an assignee.

The Debtor proposes to pay Foley & Lardner according to its
professionals' customary hourly rates.  Along with Debtor's
current Chapter 11 counsel, Stephen J. Darmody, Esq., a partner at
Foley & Lardner, LLP, in Miami, Florida -- sdarmody@foley.com --is
expected to have primary responsibility for handling the
representation of the Debtor in the Adversary Proceeding.
Mr. Dannody's hourly rate is $500.  Julia L. German, an associate
at the firm, is also expected to provide services to the Debtor in
this matter and her hourly rate is $335.  Foley & Lardner charges
hourly rates in a range from $150 for the services of paralegals
and $700 for the services of senior partners.

Stephen J. Darnody, Esq., a partner at Foley & Lardner, LLP, in
Miami, Florida -- sdarmody@foley.com -- states that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia -area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., at Pachulski, Stang, Ziehl, And Jones LLP,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $21,156,417 in assets and $12,490,476 in
liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.


CARTER'S GROVE: Has OK for Hirschler Fleischer as Local Counsel
---------------------------------------------------------------
Carter's Grove LLC sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Hirschler & Fleischer, P.C. as its local bankruptcy counsel, nunc
pro tunc to Aug. 1, 2011.

As the Debtor's local bankruptcy counsel, Hirschler Fleischer will
render general legal services to the Debtor as needed throughout
the course of this Chapter 11 case, including, but not limited to
bankruptcy and restructuring, corporate, employee benefits,
employment, environmental, finance, litigation, claims analysis,
securities, and tax assistance and other advice.

The Debtor will pay Hirschler Fleischer according to its
professionals' customary hourly rates:

    Name                     Title            Rate per Hour
    ----                     -----            -------------
    Robert S. Westermann     Partner              $375
    Sheila deLa Cruz         Associate            $275
    Angela Bowers            Paralegal            $175

Hirschler Fleischer will also seek reimbursement of expenses it
will incur.

The Debtor has agreed to provide an initial retainer to Hirschler
Fleischer for $25,000 for fees and expenses to be incurred during
this bankruptcy proceeding.  The Debtor has also granted Hirschler
Fleischer a security interest in the Retainer and any subsequent
retainer to secure payment of fees and expenses as they come due.

Robert S. Westerman, Esq., a partner at Hirschler Fleischer, P.C.,
in Richmond, Virginia -- rwestermann@hf-law.com -- disclosed that
his firm represents Southern Air and Capital Interiors Air in two
mechanic's lien lawsuits against Minor Family Hotels, which entity
is controlled by Halsey Minor.  The Debtor is a legal entity which
is separate and distinct from Mr. Minor and Minor Family Hotels.
Although the Mechanic's Lien Lawsuits are wholly unrelated to the
Debtor or its business affairs, Hirschler Fleischer has, out of an
abundance of caution, obtained a waiver from the Debtor of any
potential conflicts in connection with the Mechanic's Lien
Lawsuits.

Mr. Westermann insists that Hirschler Fleisher is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., at Pachulski, Stang, Ziehl, and Jones LLP,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $21,156,417 in assets and $12,490,476 in
liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.


CASA GRANDE: Can Access Lender Cash Collateral Until Sept. 30
-------------------------------------------------------------
On Aug. 22, 2011, the U.S. Bankruptcy Court for the District of
Arizona entered a Second Stipulated Order granting Casa Grande
Capital Group, L.L.C., temporary use of cash collateral through
Sept. 30, 2011, in accordance with a budget, subject to a
permitted variance of up to 10% per month without the prior
written consent of Lender.  The Debtor will not make payment for
the expense in Account 8600-0000 (Asset Mgr Fees) without consent
of CLMG Corp., as loan servicer of Beal Bank Nevada ("Lender") or
an order of this court after notice and a hearing.

The Lender is granted a postpetition lien and security interest in
all assets of the Debtor and its estate but only to the same
extent and priority of Lender's prepetition liens and security
interests in those assets.

A copy of the budget is available at:

   http://bankrupt.com/misc/casagrande.2ndstipulatedccorder.pdf

Counsel for CLMG Corp., as servicer for Beal Bank Nevada, may be
reached at:

     Duncan E. Barber, Esq.
     BEIGING SHAPIRO & BARBER LLP
     4582 S. Ulster Street Parkway, Suite 1650
     Denver, CO 80237

                        About Casa Grande

Casa Grande Capital Group, LLC, owns and operates a Class-A office
building located at 2950 E. Harmony Road, in Fort Collins,
Colorado, known generally as the Harmony Corporate Center.  The
building is managed by Sierra Properties, Inc.

Casa Grande filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 11-19376) on July 6, 2011.  Judge Redfield T. Baum
Sr. presides over the case.  Mark W. Roth, Esq., and Wesley D.
Ray, Esq., at Polsinelli Shughart, P.C., in Phoenix, Arizona,
serve as bankruptcy counsel.  In its schedules, the Debtor
disclosed $28,192,957 in assets and $22,561,186 in liabilities.


CHADWICK SCHOOL: Moody's Upgrades Bond Rating From 'Ba3'
--------------------------------------------------------
Moody's Investors Service has upgraded to Aa1/VMIG 1 from Ba3/SG
the rating of California Statewide Communities Development
Authority Revenue Bonds (Chadwick School), Series 2002 (the Bonds)
in conjunction with the substitution of the current letter of
credit securing the Bonds provided by Allied Irish Banks, p.l.c.
with a new direct-pay letter of credit provided by JPMorgan Chase
Bank, N.A. (the Bank) effective September 1, 2011.

SUMMARY RATING RATIONALE

The rating is based upon (i) a direct-pay letter of credit (LOC)
provided by the Bank, (ii) the structure and legal protections of
the transaction, which ensures timely payment of debt service and
purchase price to bondholders; and (iii) Moody's evaluation of the
credit quality of the bank issuing the LOC.

Moody's currently rates the Bank Aa1for its long-term other senior
obligations (OSO) rating and Prime-1 for its short term OSO
rating.

DETAILED CREDIT DISCUSSION

Interest Rate Modes and Payment

The Bonds will continue to bear interest in a weekly rate mode and
interest will be paid on the first Wednesday of each month. The
trust indenture permits conversion of the Bonds, in whole, to a
term rate mode, and the Bonds will be subject to mandatory tender
upon such conversion. Moody's rating applies to Bonds while
bearing interest in the weekly rate mode only.

Additional Bonds

The trust indenture prohibits the issuance of additional Bonds.

Flow of Funds

The trustee is instructed to draw under the LOC in accordance with
its terms for principal and/or interest in order to receive
payment in the amount due on each interest payment date, maturity
date or redemption date of the Bonds. The trustee is also
instructed to draw under the LOC by 12:30 p.m., New York time, on
each purchase date, to the extent remarketing proceeds are
insufficient.

Bonds that are purchased by the Bank due to a failed remarketing
are held by the trustee and will not be released until the trustee
has received confirmation from the Bank stating that the LOC has
been reinstated for the full amount of the purchase price drawn
for such Bonds.

Direct Pay Letter of Credit

The LOC provided by the Bank is sized for the full principal
amount of Bonds plus 55 days of interest at the maximum interest
rate applicable to the Bonds (12%). The LOC provides sufficient
coverage for the Bonds while they bear interest in the weekly rate
mode only.

Draws on Letter of Credit

Conforming draws under the LOC for principal and interest received
by the Bank at or prior to 2:00 p.m., New York time, on a business
day, will be honored by the Bank by 2:00 p.m., New York time, on
the next business day. Conforming draws under the LOC for purchase
price received by the Bank at or prior to 12:30 p.m., New York
time, on a business day, will be honored by the Bank by 2:30 p.m.,
New York time, on the same business day.

Reinstatement of Interest Draws

Draws made under the LOC for interest shall be automatically and
immediately reinstated on the 10th calendar day following the
honoring of an interest drawing unless notice is received on the
ninth calendar day following the honoring of an interest drawing
that an event of default under the reimbursement agreement has
occurred, and as a result the interest portion shall not be
reinstated. The notice of non-reinstatement of interest will
direct the trustee to cause an acceleration or mandatory tender of
the Bonds. Upon its receipt of notice from the Bank that an event
of default under the reimbursement agreement has occurred
directing an acceleration of the Bonds, the trustee shall declare
the principal and interest immediately due and payable on the
Bonds, and interest will cease to accrue upon the trustee's
declaration of acceleration. Conversely, the trustee shall cause a
mandatory tender of the Bonds on the fifth calendar day, or the
first business day thereafter if such fifth calendar day is not a
business day, following its receipt of notice from the Bank that
an event of default under the reimbursement agreement has occurred
directing the trustee to cause a mandatory tender of the Bonds.

Reimbursement Agreement Defaults

Upon an event of default under the reimbursement agreement, the
Bank may send a written notice to the trustee stating that an
event of default under the reimbursement agreement has occurred
and directing the trustee to cause an acceleration or a mandatory
tender of the Bonds. Upon its receipt of notice from the Bank that
an event of default under the reimbursement agreement has occurred
directing an acceleration of the Bonds, the trustee shall declare
the principal and interest immediately due and payable on the
Bonds, and interest will cease to accrue upon the trustee's
declaration of acceleration. Conversely, the trustee shall cause a
mandatory tender of the Bonds on the fifth calendar day, or the
first business day thereafter if such fifth calendar day is not a
business day, following its receipt of notice from the Bank that
an event of default under the reimbursement agreement has occurred
directing the trustee to cause a mandatory tender of the Bonds.
The LOC will terminate 11 days following the trustee's receipt of
notice that an event of default under the reimbursement agreement
has occurred directing a mandatory tender or an acceleration of
the Bonds, or upon the Bank's honoring of an acceleration drawing.

Substitution

Substitution of the LOC is permitted and requires a mandatory
tender of the Bonds on the substitution date. Draws for purchase
price will be made under the existing LOC and the trustee will not
surrender the existing LOC until the mandatory tender drawing has
been honored.

Expiration/Termination of the Letter of Credit

The LOC expires upon the earliest to occur of: (i) the stated
expiration date, September 1, 2014, (ii) the earlier of (a) the
date which is one business day following the date on which the
Bonds are converted to bear interest at a term interest rate for a
term interest rate period ending on the maturity date of the
Bonds, or (b) the date on which the Bank honors a drawing in
connection with such conversion, (iii) the date which is one
business day following receipt by the Bank of notice that (a) no
Bonds remain outstanding, (b) all required drawings have been
honored, or (c) a substitute letter of credit has been issued,
(iv) the date an acceleration drawing or maturity drawing is
honored by the Bank, and (v) the date which is 11 days following
receipt by the trustee of notice from the Bank specifying the
occurrence of an event of default under the reimbursement
agreement, and directing the trustee to cause a mandatory tender
or an acceleration of the Bonds.

Optional Tenders

While the Bonds are in the weekly rate mode, bondholders may
optionally tender their Bonds on any business day with at least
seven days prior written notice to the trustee and remarketing
agent.

Mandatory Tenders

The Bonds are subject to mandatory tender on the following dates:
(i) each interest rate conversion date, (ii) each letter of credit
substitution date, (iii) the first business day which is at least
five calendar days preceding the expiration date of the LOC, and
(iv) the date which is the fifth calendar day, or the first
business day thereafter if such day is not a business day,
following receipt by the trustee of notice from the Bank that an
event of default under the reimbursement agreement has occurred
directing the trustee to cause a mandatory tender of the Bonds.

Mandatory Redemption

The Bonds are not subject to mandatory redemption.

WHAT COULD CHANGE THE RATING-UP

Long-Term: The long-term rating on the Bonds could be raised if
the long-term OSO rating of the Bank was upgraded.

Short-Term: Not applicable

WHAT COULD CHANGE THE RATING-DOWN

Long-Term: The long-term rating on the Bonds could be lowered if
the long-term OSO rating of the Bank was downgraded.

Short-Term: The short-term rating on the Bonds could be lowered if
the short-term OSO rating of the Bank was downgraded.

Key Contacts

Trustee: Bank of New York Mellon

Remarketing Agent: JPMorgan Securities LLC

LAST RATING ACTION

The last rating action occurred on April 18, 2011 when the rating
was downgraded to Ba3/SG from Baa3(on watch for possible
downgrade)/VMIG 3(on watch for possible downgrade).

PRINCIPAL METHODOLOGY USED:

The principal methodology used in this rating was Moody's
Methodology for Rating U.S. Public Finance Transactions on the
Credit Substitution Approach published in August 2009.


CHRISTIAN BROTHERS: Plan Filing Period Extended to Sept. 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended The Christian Brothers' Institute and The Christian
Brothers of Ireland, Inc.'s exclusive periods to file a Plan and
to solicit acceptances of a filed Plan until Sept. 20, 2011, and
Dec. 24, 2011, respectively.

The Court will hold a continued hearing on the Motion, as to the
Official Creditors Committee, on Sept. 19, 2011, at 10:00 a.m.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New
York, N.Y., serves as the Debtors' bankruptcy counsel.  In its
schedules, The Christian Brothers' Institute disclosed assets of
$63,418,267 and liabilities of $8,484,853 as of the Petition Date.
In its schedules, CBOI discloses assets of $1,091,084 and
liabilities of $3,622,500 as of the Petition Date.


CLAIRE'S STORES: Incurs $10.1 Million Second Quarter Net Loss
-------------------------------------------------------------
Claire's Stores, Inc., reported a net loss of $10.14 million on
$358.54 million of net sales for the three months ended July 30,
2011, compared with a net loss of $8.34 million on $334.23 million
of net sales for the three months ended July 31, 2010.

The Company also reported a net loss of $29.74 million on
$704.99 million of net sales for the six months ended July 30,
2011, compared with a net loss of $20.64 million on $656.31
million of net sales for the six months ended July 31, 2010.

The Company's balance sheet at July 30, 2011, showed $2.83 billion
in total assets, $2.87 billion in total liabilities, and a
$40.81 million stockholders' deficit.

Chief Executive Officer Gene Kahn commented, "While we are
disappointed with our 1.4% global decline in same store sales, our
results were significantly impacted by underperformance in our
European Division.  We have identified several opportunities for
improved results and, while we believe we are well positioned for
the balance of the year, consumer spending globally continues to
be under pressure and the macro economic environment, especially
in Europe, remains uncertain.  Our Global team is dedicated and
committed to the task at hand and we are confident in their
ability to maximize our results and achieve our objectives."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/GfGB6i

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

                          *     *     *

Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores, Inc.'s senior secured bank
credit facilities to 'B3' from 'Caa1' and its Speculative Grade
Liquidity Rating to 'SGL-2' from 'SGL-3'. The rating outlook is
positive.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending Oct. 30, 2010, Claire's debt to EBITDA was very high
at 9.3 times.


CLAIRE'S STORES: Bank Debt Trades at 15% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 84.60 cents-
on-the-dollar during the week ended Friday, Sept. 2, 2011, a drop
of 0.40 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's 'B3' rating and Standard & Poor's 'B' rating.  The
loan is one of the biggest gainers and losers among 70 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Chief Executive Officer Gene Kahn commented, "While we are
disappointed with our 1.4% global decline in same store sales, our
results were significantly impacted by underperformance in our
European Division.  We have identified several opportunities for
improved results and, while we believe we are well positioned for
the balance of the year, consumer spending globally continues to
be under pressure and the macro economic environment, especially
in Europe, remains uncertain.  Our Global team is dedicated and
committed to the task at hand and we are confident in their
ability to maximize our results and achieve our objectives."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/GfGB6i

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

The Company's balance sheet at July 30, 2011, showed $2.83 billion
in total assets, $2.87 billion in total liabilities, and a
$40.81 million stockholders' deficit.

                          *     *     *

Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.

As reported by the Troubled Company Reporter on March 15, 2011,
Moody's upgraded Claire's Stores, Inc.'s senior secured bank
credit facilities to 'B3' from 'Caa1' and its Speculative Grade
Liquidity Rating to 'SGL-2' from 'SGL-3'. The rating outlook is
positive.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending Oct. 30, 2010, Claire's debt to EBITDA was very high
at 9.3 times.


CLAUDIO OSORIO: Reaches Undisclosed Deal With Court Trustee
-----------------------------------------------------------
Paul Brinkmann at the South Florida Business Journal reports that
Claudio Osorio reached an undisclosed agreement Aug. 30, 2011,
with the bankruptcy court trustee overseeing his former company,
InnoVida Holdings.

According to the report, Mr. Osorio and his attorneys met with the
Chapter 11 trustee, Mark Meland, for two hours in the hallways of
the bankruptcy court in Miami after U.S. Bankruptcy Judge Robert
Mark told them they had to reach an agreement that day.

Attorneys involved in the negotiations said the agreement includes
promises that Mr. Osorio will launch some kind of new company, but
the nature of that company has not been disclosed.  InnoVida
manufactured construction panels from fiber composite material,
mostly for low-income housing.  But many of its assets, machinery
and patents were sold to a subsidiary of Brazilian conglomerate
Inepar.

The report notes Mr. Osorio has faced many deadlines in investor
lawsuits and in his bankruptcy to either prove he has money in the
bank or that he can start a new business.  In March, Miami-Dade
Circuit Judge Valerie Manno Schurr stripped Osorio of control over
InnoVida after he failed repeatedly to meet certain deadlines.
That case was a lawsuit filed by investor and Miami Beach
businessman Chris Korge.

If an agreement had not been reached, the InnoVida bankruptcy and
Mr. Osorio's personal bankruptcy would have been converted to
Chapter 7 liquidations, which would have stripped Osorio of
control over his remaining assets, including his $10 million home
on Star Island.

Mr. Meland's attorney, Michael Budwick, said Mr. Osorio had signed
a term sheet outlining a deal, but the final details would not be
disclosed until a bankruptcy reorganization plan is filed with the
court on Sept. 15, 2011.

At least one creditor is opposed to Mr. Osorio's bankruptcy plan.
Mr. Korge's attorney told Mark that a businessman facing investor
fraud allegations should not be allowed to reorganize under
Chapter 11.  Mr. Korge sued Mr. Osorio after losing more than
$4 million in InnoVida investments.

Attorneys also told Mark that Osorio has agreed to have his home
auctioned, and to provide some of the proceeds for launch of the
new company.

One issue still to be resolved: Mr. Osorio has been fighting
Mr. Meland's requests to turn over e-mails to his former attorney,
Robert Zarco, regarding the Mr. Korge lawsuit.

                 About InnoVida and Osorio

Receiver Mark S. Meland, at Meland Russin & Budwick, PA, filed a
Chapter 11 petition for InnoVida Holdings, LLC, fdba COEG, LLC
(Bankr. S.D. Fla. Case No. 11-17702) on March 24, 2011.  Separate
Chapter 11 petitions were also filed for these affiliates:
InnoVida MRD, LLC (Case No. 11-17704), InnoVida Services, Inc.
(Case No. 11-17705), and InnoVida Southeast, LLC (Case No. 11-
17706).  Peter D. Russin, Esq., at Meland Russin & Budwick, P.A.,
serves as bankruptcy counsel.  InnoVida Holdings has under $50,000
in assets and $10 million to $50 million in debts, according to
the petition.

Founder Claudio Eleazar and Amarilis Osorio filed a separate
Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-17075) on
March 17, 2011.  Mr. Osorios is being accused of fraud and
mismanagement.

Bankruptcy Judge Robert A. Mark in Miami authorized the
appointment of Mark S. Meland as trustee for InnoVida.
Mr. Meland, who had been serving as a receiver for the business in
the wake of the allegations against Mr. Osorio, was the one who
ushered InnoVida into bankruptcy.

According to DBR, the ruling paved the way for the federal
bankruptcy watchdog assigned to the case to place Mark S. Meland
in the role.  Mr. Meland, who had been serving as a receiver for
the business in the wake of the allegations against Mr. Osorio,
was the one who ushered InnoVida into bankruptcy on March 24.


CORBIN PARK: Auction Put Off as No Deposits Received
----------------------------------------------------
Steve Vockrodt at the Kansas City Business Journal reports that a
bankruptcy auction to sell Corbin Park that was scheduled for
Aug. 30 has been put off indefinitely.

Corbin Park, L.P. and Bank of America, N.A. previously sought and
obtained the Honorable Robert D. Berger's approval of the form of
their Purchase Agreement and the bid procedures, among others,
with respect to the Debtor's property known as Corbin Park.

Bank of America is the administrative agent for Bank of America,
N.A., U.S. Bank, N.A., TierOne Bank, Regions Bank, and Compass
Bank.

Following a marketing process, the Debtor inked a deal with
Michael Schlup's Aspen Square, Inc., a Kansas corporation, to be
the stalking horse bidder at the auction.

Among other things, the Aspen Contract provides:

     * The purchase price is $14,000,000;

     * Earnest money deposit of $1,000,000;

     * The closing date will be the later of 30 days after the
       contingency expiration date or 10 days after final
       bankruptcy court approval; and

     * The Property is being purchased "as is and with all
       faults."

     * Buyer releases the Seller and Bank from all claims related
       to the Property.

The report says a hearing was scheduled for Sept. 2 to discuss
what's next among interested parties in the stalled 1.1 million-
square-foot retail development at 135th Street and Metcalf Avenue,
which has been mired in Chapter 11 bankruptcy since January 2010.

But according to a recent docket entry, the Sept. 2, 2011 hearing
was cancelled at the request of the Debtor.  No auction was held
due to certain material change in the sale procedure.

According to the report, the auction, already imperiled by the
Aug. 10, 2011 withdrawal of a $14 million stalking horse bidder in
Schlup, did not happen because nothing happened: No formal bid
deposits were received.

The report relates that Jeff Deines, a Lentz Clark Deines PA
partner representing the bankrupt Corbin Park LP entity, did not
respond to requests for comment but said previously that an
auction sale wasn't required by Aug. 30, 2011, if no offer, or no
suitable offer, could be found.

One source familiar with the negotiations said that parties are
interested in Corbin Park but that no organized bid could be
pulled together by Aug. 30, 2011.

The report says Schlup was a stalking horse bidder with a
$14 million claim but walked away from the project when paperwork
tied to the transfer of a Transportation Development District on
the project was moving along slowly.

Bank of America retains the option to keep the property if no
better bidder is found.

Subcontractors on Corbin Park received bad news on Aug. 25, 2011,
when a federal court judge ruled against their payment bond claims
against contractor Brown Commercial Construction Co. Inc. and its
surety, Fidelity & Deposit Co. of Maryland.

                       About Corbin Park

Based in Omaha, Neb., Corbin Park, L.P., acquired part of a 97-
acre, partially developed, shopping center known as Corbin Park in
2008.  Corbin Park sought Chapter 11 protection (Bankr. D. Kan.
Case No. 10-20014) on Jan. 5, 2010.  Carl R. Clark, Esq., and
Jeffrey A. Deines, Esq., at Lentz Clark Deines PA, represent the
Debtor.  The Debtor estimated $50 million to $100 million in
assets and $10 million to $50 million in debts as of the Petition
Date.


CORNERSTONE WORLD: Judge Dismisses Case After Deal Reached
----------------------------------------------------------
The Sioux City Journal reports Judge William Edmonds approved a
settlement with Ohio builder Cincinnati United Contractors in U.S.
Bankruptcy Court in Sioux City and dismissed Cornerstone's Chapter
11 filing.

According to the report, the agreement also ended the legal
dispute the church and the builder, which filed a $4.99 million
lien after it wasn't paid for work on the church's new worship
center.

The report notes the bankruptcy filing can be reopened if there is
a dispute about the agreement or Edmonds' order.

The Journal notes the agreement requires Cornerstone to pay off a
$5.25 million loan to Cincinnati United over 30 years with a six-
year balloon payment.  The loan will be backed by a first mortgage
on church properties at 1603 and 1625 Glen Ellen Road.  Cincinnati
United would also have a second mortgage on the church's old
location at 6000 East Gordon Drive.

In addition, the church also gave Cincinnati United a mortgage on
85 acres of farmland near the new church buildings.  It agreed to
sell the farmland and give the net proceeds to Cincinnati United.
The settlement does not address any other creditors, including a
$250,000 loan from Sioux Cityan Melissa Tjeerdsma, but an attorney
for Cornerstone noted at hearing that none of the church's
creditors objected to the agreement.


CROATAN SURG: Hearing on Further Cash Collateral Use Tomorrow
-------------------------------------------------------------
On Aug. 1, 2011, the U.S. Bankruptcy Court for the Eastern
District of North Carolina entered its Fifth Interim Consent Order
authorizing Croatan Surf Club use of cash collateral, effective as
of July 1, 2011, until Sept. 7, 2011, unless earlier terminated
for cause.  A further hearing on the Debtor's Motion and continued
use of collateral will be held on Sept. 7, 2011, at 10:00 a.m.

Royal Bank America and Edwards Family Partnership LP assert claims
against the Debtor that are allegedly secured by accounts or other
cash collateral:

A) Royal owed $20,108,549.43 as of the Petition Date.  The Debtor
disputes this amount and believes that the amount owed to Royal is
roughly $16,350,000.

B) Edwards owed $3,765,291.57 as of the Petition Date.  The Debtor
disputes this amount and believes that the amount owed to Edwards
is less.

As adequate protection, Royal and Edwards are granted post-
petition replacement liens and security interests in their
respective post-Petition collateral in the same relative priority,
including Cash Collateral.  If the adequate protection is
insufficient, the Secured Creditors are also granted a
superpriority claim under Section 507(b) of the Bankruptcy Code.

For the months of July and August, 2011, the Debtor is allowed the
use of the Cash Collateral for the payment of the July and August
Cash Collateral Payments, to pay the July Tax Payment and the
August Tax Payment, and to pay the July Adequate Protection
Payment and the August Adequate Protection Payment.

A copy of the Fifth Interim Cash Collateral Order is available at:

      http://bankrupt.com/misc/croatan.5thinterimccorder.pdf

                        About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
is the owner of 35 residential condominium units at a development
in Dare County, North Carolina known as Croatan Surf.  It filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 11-
00194) on Jan. 10, 2011.  Walter L. Hinson, Esq., at Hinson &
Rhyne, P.A., in Wilson, N.C., serve as counsel to the Debtor.
Kevin J. Silverang, Esq., and Philip S. Rosenzweig, Esq., at
Silverang & Donohoe, LLC, in St. Davids, Pa., serve as co-counsel
to the Debtor.  No creditors committee has been formed in the
case.  In its schedules, the Debtor disclosed $26,151,718 in
assets and $19,350,000 in liabilities.


CWS ENTERPRISES: District Court Denies Interlocutory Appeal
-----------------------------------------------------------
District Judge William B. Shubb denied the request of Freidberg &
Parker for leave to file an appeal of the bankruptcy court's
interlocutory order determining the status of its claim against
CWS Enterprises, Inc.  Freidberg, a former law firm for the
debtor, claims a lien on $4,000,000 now held in a blocked bank
account.  On Oct. 21, 2009, David Flemmer, the Chapter 11 Trustee
for CWS, filed a complaint to determine the validity and extent of
the lien.  The Trustee also brought an objection to Freidberg's
claim, to be heard in connection with another adversary proceeding
involving the debtor.  A one-day trial was held on June 8, 2011,
to determine the lien issue.  On June 22, 2011, the bankruptcy
court read its findings of fact and conclusions of law on the
record, noting that "[i]t's apparent to me that the case is going
to wind up paying Mr. Freidberg everything he's entitled to, and
at that point, at this point, we don't know what that number is."

On June 28, 2011, the bankruptcy court held that Freidberg does
not have a security interest in the $4,000,000 enforceable against
the Trustee, nor was Freidberg entitled to an equitable lien on
the bank account. The bankruptcy court explicitly stated that it
was not entering a final judgment.

Freidberg seeks leave to appeal the bankruptcy court's Order,
arguing that the decision should be considered final and that,
even if it is interlocutory, the district court in its discretion
should hear the appeal.

In a Aug. 31, 2011 Memorandum and Order, Judge Shubb said granting
leave to appeal would not be appropriate.  Freidberg has not shown
that any difference of opinion exists on the legal issues
involved.  Furthermore, the bankruptcy court will have to decide
the amount Freidberg is owed regardless of whether that amount
comes from the bank account or from the debtor's other assets, so
judicial economy will not be advanced by an immediate appeal.

The case before the District Court is, CWS Enterprises, Inc., by
David Flemmer, its Chapter 11 Trustee, v. Freidberg & Parker, A
Law Corporation, No. CIV. 2:11-1833 (E.D. Calif.).  A copy of the
District Court's decision is available at http://is.gd/tpbg2jfrom
Leagle.com.


DAVID OLSEN: Fully Pays Wisc. DOT $2.4 Million
----------------------------------------------
The Business Journal reports that the Wisconsin Department of
Transportation has been paid $2.4 million -- the full amount -- on
two outstanding Freight Railroad Infrastructure Improvement
Program loans to Olsen Brothers Enterprises.

The report notes brothers David Olsen and Paul Olsen, who were the
principals of the Company, filed joint Chapter 11 bankruptcies in
December 2010.  The two loan balances were part of the claims in
those cases.

According to the report, attorney General J.B. Van Hollen said his
office worked with other creditors on a plan that would pay
secured creditors and marshal assets for the unsecured creditors.
As part of the Chapter 11 reorganization plan approved by U.S.
Bankruptcy Judge Susan Kelley on Aug. 30, 2011, Archer-Daniels-
Midland Co. bought several major assets from the bankruptcies'
estates.

That sale, which closed on Aug. 31, 2011, resulted in the
repayment of defaulted loans from 2004 and 2008 that the DOT made
to Olsen Brothers Enterprises to improve railroad infrastructure
at grain elevator/storage facilities in Oshkosh and Boscobel.


DIABETES AMERICA: Wins OK for EDG-Led Auction on Oct. 4
-------------------------------------------------------
Diabetes America, Inc., sought and obtained the Honorable Marvin
Isgur's approval to conduct an auction for substantially all of
its assets and grant bid protections to the lead bidders.

The Debtor has signed an asset purchase agreement with EDG
Partners Fund II, L.P.  Unless it is outbid at the auction, EDG
Partners will buy the assets for a cash purchase price of
$4,750,000 plus the assumption of up to $925,000 in certain
postpetition accrued liabilities.

The Court also recently approved the Debtor's employment of
WoodRock & Co. as its investment banker.  WoodRock will be paid
its "financing transaction fee" on a percentage fee basis and will
not be subject to the $250,000 minimum fee or the $150,000 minimum
fee.

Starting July 2011, the Debtor and WoodRock initiated a process
designed to evaluate all options to (i) sell all or part of the
Debtor's operating assets, (ii) raise new equity capital, (iii)
obtain new debt financing, or (iv) achieve a combination of each
option.  After extensive negotiations with the two interested
parties, the Debtor selected EDG Partners as his stalking horse
bidder.

The Debtor and EDG Partners are in the process of negotiating the
terms of a definitive asset purchase agreement.  The Term Sheet
and Asset Purchase Agreement will be subject to higher and better
offers.

According to Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in
Houston, Texas, the agreement between the Debtor and EDG Partners
will form the foundation of the Debtor's Chapter 11 plan of
liquidation.  Under the contemplated plan, an auction will be
conducted in connection with confirmation.

To induce EDG Partners to serve as the stalking horse bidder, the
Debtor has agreed to certain bid procedures and protections.

                     Bid and Sale Procedures

Only qualified bidders may participate in the bidding process.  To
become a Qualified Bidders, a potential bidder must:

   (i) Execute and deliver to WoodRock a confidentiality
       agreement prepared by the Debtor and approved by EDG
       Partners;

  (ii) Deposit $500,000, which will be nonrefundable unless the
       Qualified Bidder is not the highest and best offer as
       determined by the Court;

(iii) Submit to the Debtor an unqualified and binding cash bid
       of at least $5,250,000, plus the assumption of up to
       $925,000 in postpetition accrued non-professional
       liabilities along with an executed written agreement
       substantially in the form of the Asset Purchase Agreement;
       and

  (iv) Provide financial and other information to WoodRock, the
       Debtor, and the Official Committee of Unsecured Creditors
       to allow them to make a reasonable determination as to the
       bidder's ability to consummate the contemplated sale.

The deadline for submission of Qualified Bids is Sept. 21, 2011.
If no other Qualified Bidders are identified, the Asset Purchase
Agreement between the Debtor and EDG Partners will be deemed the
highest and best bid.

The Debtor will file a notice with the Court, on or before 5:00
p.m., Central Time on Sept. 26, 2011, identifying all Qualified
Bidders as well as copies of the timely received bids.

If one or more timely Qualified Bids are received, an open auction
for the Purchased Assets will be conducted on Oct. 4, 2011, at
10:00 a.m., Central Time at the offices of Porter Hedges LLP,
located at 1000 Main Street, 36th Floor, in Houston, Texas.

The minimum overbid increments at the auction will be in an amount
not less than $150,000.

The Debtor will announce the highest and best bid at the
conclusion of the auction as well as the next highest and best
Qualified Bid.  The Debtor will seek approval of the Highest and
Best Bid at the Confirmation Hearing.  If the Qualified Bidder
submitting the Highest and Best Bid fails to consummate the
purchase of the Purchased Assets, the Debtor may seek to
consummate a sale based on the Back-Up Bid without further Court
approval.

The Debtor will return the full amount of the Alternative Buyer's
Deposit submitted by each party that is not selected as submitting
the Highest and Best Bid or the Back-Up Bid.  The Alternative
Buyer's Deposit of the party declared as the Back-Up Bid will be
returned after the closing of the sale to the Highest and Best
Bidder.  In the event that closing does not occur by the date
specified by the Back-Up Bidder in its bid, it will be entitled -
at its option -- to return of its deposit, in which case it will
no longer have the status of Back-Up Bidder.  EDG Partner's
Deposit will be returned if it is neither the Highest and Best
Bidder or the Back-Up Bidder.

EDG Partners will be reimbursed of all expenses up to a maximum of
$350,000 that it incurred in connection with the transaction if
(i) the Asset Purchase Agreement is terminated except as a result
of a breach by EDG Partners, (ii) the Debtor accepts a bid from an
alternative bidder, or (iii) a plan of reorganization approving
the sale to EDG Partners is not timely confirmed.

A full-text copy of the Asset Purchase Agreement is available at
no charge at:

  http://bankrupt.com/misc/DiabetesAmTCR_EDGPartnersAPA081711.pdf

                     About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  H. Joseph
Acosta, Esq., and Micheal W. Bishop, Esq., at Looper Reed &
McGraw, P.C., in Dallas; and Joshua Walton Wolfshohl, Esq., at
Porter Hedges, L.L.P., in Houston, represent the Debtor as
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million as of the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


DULCES ARBOR: Files First Amended Request for DIP Financing
-----------------------------------------------------------
Dulces Arbor, S. de R.L. de C.V., has filed a first amended
application for approval of postpetition financing on a super-
priority basis, with the U.S. Bankruptcy Court for the Western
District of Texas.  The amount of the financing will be in those
amounts as the Ducorskys and Dulces Blueberry, L.L.P, are able to
advance, on a super-priority bases, to be reimbursable out of the
first $30,000 per month of the monthly rent to be recovered from
1810 Magneto, Ciudad Juarez, Mexico, to be subject to a separate
motion to use cash collateral.

A copy of the First Amended application for approval of post-
petition financing on a super-priority basis is available at:

http://bankrupt.com/misc/dulcesarbor.1stamendeddipfinancing.pdf

As reported in the TCR on Aug. 2, 2011, the Debtor needs to file a
turnover complaint for the patent infringement, against the
occupant of the 330,000 plant and its affiliates-including two
U.S. citizens and four U.S. corporations-who have systematically
and oppressively acted together to deprive Dulces Arbor of its
property, its rent, its past-due rent, and the value of the
patent.  Dulces Arbor will use the proceeds of the financing to
pay for the litigation and other administrative expenses.

                        About Dulces Arbor

Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican maquila corporation that has been doing business for
years in the greater El Paso-Ciudad Juarez area in Texas.  It
filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-
31199) on June 22, 2011.  Judge Leif M. Clark presides over the
case.  E.P. Bud Kirk, Esq., who has an office in El Paso, Texas,
represents the Debtor as counsel.

In its petition, the Debtor estimated assets of US$10 million to
US$50 million, and debts of US$1 million to US$10 million.  The
petition was signed by Raymond Ducorsky, sole administrator.
Mr. Ducorsky is also its largest unsecured creditor with a
US$2,300,000 claim.


EAGLE CROSSROADS: $52MM Default Suit Prompted Ch. 11 Filing
-----------------------------------------------------------
Steve Green at Vegas Inc. reports that Eagle Crossroads Center LLC
filed for Chapter 11 reorganization one day before a scheduled
hearing in Clark County District Court in a lawsuit filed by Bank
of America as trustee for debt securities issued by Morgan Stanley
Capital I Inc.

According to the repot, Bank of America sued the development's
owner July 11, charging defaults under a 2007 loan agreement in
which it says $52 million is due.  "Borrower borrowed $52 million
but is not paying it back," the bank charged in the lawsuit,
adding income from the property is insufficient to satisfy the
loan obligations.

The report says a hearing on the bank's motion for appointment of
a receiver, who would run the property until it's foreclosed on
and sold, was scheduled for today.  The hearing likely will be
canceled by the bankruptcy, though the lender can ask the
bankruptcy court later for permission to proceed with the
foreclosure should another solution not be worked out with the
borrower, the report notes.

Vegas Inc. relates that the bankruptcy filing didn't include
detailed financial information, but suggested the shopping center
is worth just $38 million -- an "underwater" situation not unusual
during the recession that has slashed commercial property
valuations in the Las Vegas area.

In responding to the lawsuit seeking appointment of a receiver,
attorneys for the shopping center said Bank of America had failed
to disclose some basic facts about the case: Eagle Crossroads and
B of A already have an agreement in which all rent generated by
the property is going to a lockbox under B of A's control, notes
Vegas Inc.

"No rents are being collected by Eagle.  Indeed, not only is B of
A still collecting the rents from the property tenants from a
lockbox, but B of A is then withholding operating expenses for the
property," Vegas Inc. quotes Eagle Crossroads as stating.

Attorneys for the lender fired back, saying in a court brief:
"While it is true that plaintiff is collecting all rents, the
amount of rent collected is heavily influenced by the negotiations
undertaken by the borrower (specifically granting tenants relief
from having to pay the full amount of rent due).

"There is a disconnect in the shopping center being 98 percent
occupied and cash flow declining so significantly that borrower
cannot fulfill its obligations under the loan documents," the
lender said, according to papers filed with the court.

The bankruptcy filing was signed by Brian Good, president of
shopping center general partner Hillcrest Eagle LLC.

Based in Los Angeles, Eagle Crossroads Center LLC has a shopping
center at 6464-6512 Decatur Blvd. in North Las Vegas, just north
of the Las Vegas Beltway.

Eagle Crossroads Center, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 11-23749) on Aug. 30, 2011.
Thomas H. Fell, Esq., at Gordon Silver, in Las Vegas, Nevada,
serves as counsel to the Debtor.  The Debtor estimated assets and
debts of $50 million to $100 million as of the Chapter 11 filing.


EATON MOERY: Amends Plan; Confirmation Hearing on Oct. 21
---------------------------------------------------------
Eaton Moery Environmental Services, Inc. filed an its First
Amended Plan of Reorganization, dated Aug. 23, 2011.  A hearing on
the confirmation of the Plan is scheduled for Oct. 21, 2011, at
9:00 a.m. before the Honorable James G. Mixon.

Eaton Moery Environmental Services, Inc. will continue to exist
after Plan confirmation.

The Amended Plan provides for the treatment and payment of claims
or interests in these classes:

Claim                              Treatment
-----                              ---------
  I                       Paid from cash on hand on the Effective
Administrative Expenses   Date.

  II                      Monthly payments will be paid on these
Priority Tax Claims       Claims, according to the payment
  III                     schedule, until each deficiency is
Non-Tax Claims            cured.  The proposals remove the
                          Penalties from the claims of both
                          State and federal taxing authorities.

  IV
Bank of the Ozarks        Monthly payments will continue as
                          scheduled in the original note and
                          mortgage, except that the remaining
                          amortization will be 15 years instead
                          of eight years, thereby lowering the
                          monthly payment from $57,000 to
                          $38,000.

  V                       This class consists of the Allowed
Landfill Priority         Priority Unsecured Claim of Landfills
Vendors                   in the approximate amount of $654,920.

  VI                      The Debtor asserts these claims are
Delta Environmental       entitled to no distribution.
Investments, LLC

  VII                     To be paid in full by monthly payments
Landfill Vendors          of $14,589 until the $654,920 claim is
Priority Unsecured        paid in full.  The monthly payment
                          amortizes the Landfill vendors claim at
                          6% interest over five years.  The
                          monthly payment will be prorated to
                          each vendor based on their pro rata
                          share of the total outstanding debt.

  VIII                    Debtor disputes these insider claims in
DEI, LLC, Insider Notes   full.

  IX                      Glen Eaton and Bryan Moery waive their
Glen Eaton and Bryan      claims.
Moery

  X                       All allowed Unsecured Claims will be
Unsecured Claims          paid 50% of face value from the
                          operating profits of the Debtor at the
                          end of each calendar year.  The
                          Unsecured Claims are reduced to
                          $232,000.  The Debtor proposes to
                          dedicate $20,000 on December 31st each
                          year for this purpose, which amount
                          will be prorated based on the amount of
                          each outstanding claim -- this claim
                          will be paid in 10 years.  The
                          remaining $32,000 will be paid as a
                          single payment.

  XI                      Claimants' existing stock will be
Equity Security Holders   voided and 20,000 share of new common
                          Stock will be issued.

Creditors or parties-in-interest have until Sept. 26, 2011, to
file objections to the Plan.

According to Glen F. Eaton, president and chief executive officer
of the Debtor, the Allowed Claims will be paid from the net cash
flow of the Debtor.  Cash assets will be used to pay the
Administrative Claims, plus operating expenses after Confirmation.
As of mid-August 2011, the Debtor has $80,000 on hand in the DIP
account.

The Debtor will utilize its accounts receivables to fund month-to-
month operating expenses.  The receipt of these funds is generally
reliable and stable due to the fact that the Debtor's customers
are paying for residential and commercial garbage pickup, Mr.
Eaton relates.

The proceeds generated by successfully pursuing causes of action
will be used to make the payments.  The insider preference causes
of action will be assigned to the reorganized Debtor in the event
the claim of DEI and its constituents cannot be resolved by the
assertion of theories, Mr. Eaton says.

Mr. Eaton asserts that the Plan is feasible.  The Debtor's
liquidation analysis demonstrates that creditors will receive more
through the Plan than in the event of a Chapter 7, he tells the
Court.

A full-text copy of the Amended Plan and its related exhibits are
available at no charge at:

  http://bankrupt.com/misc/EatonMoeryTCR_1stAmPlan082311.pdf

The deadline for written objections to the Amended Plan is
Sept. 26, 2011.

             About Eaton Moery Environmental Services

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on
June 30, 2010.  James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million.


ELEPHANT & CASTLE: Seeks to Hire Phoenix Management as Advisors
---------------------------------------------------------------
Massachusetts Elephant & Castle Group, Inc., et al., seek
authority from the U.S. Bankruptcy Court for the District of
Massachusetts to employ Phoenix Management Services Inc. to
provide restructuring and financial advisory services, pursuant to
the terms of an engagement letter, dated Aug. 12, 2011, between
the Debtors and the firm.

Once the engagement is approved, Phoenix Management will work
collaboratively with senior management, the Board of Directors,
and other professionals to develop and implement an exit strategy
that maximizes the value for all of the Debtors' constituents.

Phoenix Management will:

     * assist the Debtors in their communications and
       negotiations with various parties-in-interest;

     * analyze potential opportunities for the sale of "non-core"
       assets or closure of certain locations, or both, to
       generate cash and deleverage the Debtors' balance sheets;

     * oversee the preparation of and to modify the Debtors' cash
       flow forecasts and bankruptcy-related budgets on a
       periodic basis;

     * provide oversight with regard to daily cash management
       activities, including maximizing and forecasting
       collections and availability;

     * identify opportunities to reduce or eliminate costs;

     * continue to refine and develop exit strategies, including
       a restructuring plan and assist the Debtors in
       consummating the sale of their assets;

     * develop, if applicable, the business terms of a plan of
       reorganization that proposes an alternative restructure of
       the Debtors;

     * work with restructuring counsel to assist management in
       the preparation of the post-filing monthly operating
       reports; and

     * provide testimony in any Chapter 11 proceeding as is
       needed.

Phoenix Management will bill the Debtors at a discounted hourly
rate, which varies according to position, and will be reimbursed
for reasonable out-of-pocket expenses.

               Mitchell B. Arden      $495
               James Fleet            $495
               Directors              $350
               Vice presidents        $300
               Senior associates      $225
               Associates             $175
               Support staff          $100

Phoenix Management will also receive a $75,000 retainer as well as
a $200,000 success fee.  The firm will earn the Success Fee upon
the earlier of (i) the closing of the sale of all or substantially
all of the Debtors' assets pursuant to Section 363 of the
Bankruptcy Code, (ii) the completion of the wind-down of the
Debtors' operations, or (iii) the confirmation of a plan.

Phoenix Management is not being employed as a professional under
Section 327 of the Bankruptcy Code and will not be submitting
quarterly fee applications pursuant to Sections 330 and 331 of the
Bankruptcy Code.  However, the firm will submit monthly fee
invoices and quarterly fee reports with the Court.

Before the Petition Date, the Debtors retained the services of
BellMark Partners, LLC to facilitate a potential acquisition
or investment in the Debtors.  The Debtors have filed a motion to
obtain approval to retain BellMark Partners post-petition.  The
Debtors believe that the best prospect for maximizing the value
for all constituents through careful consideration of available
exit strategies is for them to retain Phoenix Management.  The
services provided by Phoenix Management will not be duplicative of
any of the services provided by BellMark Partners.

The Debtors believe that Phoenix Management is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code and that the firm holds no interest adverse to the Debtors or
their estates for the matters in which the firm is to be employed.

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  Repechage Investments'
estimated assets and debts at $10 million to $50 million.  Other
Debtors' estimated assets and debts at $0 to $10 million.

Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor.  Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.

FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors.  Goulston & Storrs, P.C., is the
Committee's counsel.


ELEPHANT TALK: Amends Form S-1 Registration Statement
-----------------------------------------------------
Elephant Talk Communications, Inc., filed a registration statement
with the Securities and Exchange Commission on Form S-1, which was
amended by a Pre-Effective Amendment No.1 to Form S-1 filed with
SEC on Dec. 17, 2010, and declared effective by the SEC on
Dec. 21, 2010, to register for resale by the selling stockholders
named in the prospectus up to 68, 872,357 shares of Company's
common stock.

The Post-Effective Amendment No.1 to the Form S-1 was filed to:
(i) include the Company's audited financial statements for the
year ended Dec. 31, 2010, (ii) include the Company's unaudited
financial statements for the quarter ended June 30, 2011, (iii)
reflect information disclosed in the Company's quarterly report on
Form 10-Q for the quarter ended March 31, 2011, as filed with the
SEC on May 9, 2011, (iv) update certain other information on the
S-1 and (v) update the selling security holders table to reflect
shares sold under the effective prospectus up to Aug. 29, 2011,
based on the records of the registrant.

A full-text copy of the amended prospectus is available for free
at http://is.gd/rQdzLF

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  Repechage Investments'
estimated assets and debts at $10 million to $50 million.  Other
Debtors' estimated assets and debts at $0 to $10 million.

Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor.  Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.

FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors.  Goulston & Storrs, P.C., is the
Committee's counsel.


ENIVA USA: Hearing on Cash Collateral Access Tomorrow
-----------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on Sept. 7, 2011, at
3:30 p.m. to consider approval of the stipulation authorizing
Eniva USA, Inc., formerly known as Eniva Corporation, to access
cash collateral.

The Debtor seeks authorization to enter into another amended
stipulation with Home Federal Savings Bank, for use of cash
collateral until Jan. 6, 2012, to pay operating expenses.

The Debtor was indebted to Home Federal Savings & Loan in the
approximate principal amount of $371,868 as of the Petition Date.
The indebtedness are secured by a lien in substantially all
personal property of the Debtor, including without limitation,
accounts, inventory, equipment and general intangibles.  The
principal balance owing Home Federal as of Aug. 22, is $223,089.

As adequate protection for Home Federal, the Debtor will grant the
bank a replacement security interest and lien, and a superpriority
administrative expense claim status in the Debtor's postpetition
assets.  Additionally, the Debtor will make monthly adequate
protection payments to the bank in the amounts of $7,914 and
$7,500.

Home Federal is represented by:

         BRIGGS AND MORGAN
         Richard D. Anderson, Esq.
         2200 IDS Center
         80 South 8th Street
         Minneapolis, MN 55402
         Tel: (612) 977-8640

                          About Eniva USA

Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been
engaged in the development, production and sale of nutritional
supplements since 1998.  It is a wholly owned subsidiary of
Wellspring International, Inc.  It sells its products throughout
the U.S. through a network of approximately 25,000 active
independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the
Debtor's bankruptcy counsel.  Leslie A. Anderson, Ltd., as special
counsel in connection with the appeal or amendment of prior year
sales tax returns is approved.  GuideSource as financial
consultant.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases.


ENIVA USA: Wants Until Nov. 10 to Propose Chapter 11 Plan
---------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on Sept. 7, 2011, at
3:30 p.m. to consider the request of Eniva USA, Inc. formerly
known as Eniva Corporation, to extend its exclusivity periods.

The Debtor sought an extension of time to file and solicit
acceptances for the proposed chapter 11 plan until Nov. 10, 2011,
and Jan. 10, 2012.

                          About Eniva USA

Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been
engaged in the development, production and sale of nutritional
supplements since 1998.  It is a wholly owned subsidiary of
Wellspring International, Inc.  It sells its products throughout
the U.S. through a network of approximately 25,000 active
independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the
Debtor's bankruptcy counsel.  Leslie A. Anderson, Ltd., as special
counsel in connection with the appeal or amendment of prior year
sales tax returns is approved.  GuideSource as financial
consultant.The Debtor estimated its assets and
debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases.


EVERGREEN SOLAR: Unsecured Creditors Balk at Proposed Sale
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Evergreen Solar Inc.'s
unsecured creditors are balking at the company's plan to sell its
assets through a bankruptcy auction, saying the proposed sale is
being conducted "almost entirely for the benefit of secured
creditors."

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
develops, manufactures and markets String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.
The Company's patented wafer manufacturing technology uses
significantly less polysilicon than conventional processes.
Evergreen Solar's products provide reliable and environmentally
clean electric power for residential and commercial applications
globally.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Zolfo Cooper LLC is
the financial advisor.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a "stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.


FOOT LOCKER: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service revised Foot Locker, Inc.'s outlook to
positive from stable and assigned a first time speculative grade
rating of SGL-1. Moody's also affirmed all existing ratings
including the Ba3 Corporate Family Rating, the Ba3 Probability of
Default Rating, and the B1 senior unsecured notes rating.

"The outlook change acknowledges Foot Locker's positive momentum
in earnings growth and very good liquidity" stated Moody's analyst
Mariko Semetko. While still relatively highly leveraged on a lease
adjusted basis, Foot Locker's credit metrics have improved
significantly over the past year driven by double digit comparable
sales growth and operating margin improvements.

For the twelve months ended July 30, 2011, Foot Locker's adjusted
leverage was 4.7 times as compared to 6.1 times for fiscal year
2009. Similarly, as-reported operating margins (adjusted for non-
recurring charges) increased from about 2.5% to approximately 7.0%
over this period.

The positive outlook reflects the company's potential to sustain
these profitability and credit metric improvements, take advantage
of growth opportunities abroad, and maintain very good liquidity
supported by significant balance sheet cash, positive free cash
flow, and excess revolver availability.

The speculative grade liquidity rating of SGL-1 denotes very good
liquidity, and is supported by Foot Locker's cash balances,
revolver availability, and healthy free cash flow expected over
the next twelve months. The SGL-1 further reflects Moody's view
that Foot Locker will maintain prudent share repurchase and
dividend policies.

Ratings Assigned:

- Speculative Grade Liquidity Rating of SGL-1

Ratings Affirmed (LGD assessment changed):

- Corporate Family Rating at Ba3

- Probability of Default Rating at Ba3

- Senior Unsecured Notes rating at B1 (LGD4, 65%)

Ratings could be upgraded through material and sustained margin
improvement, coupled with positive comparable store sales growth,
and reduced lease adjusted leverage while maintaining very good
liquidity. Specifically, an upgrade will require debt/EBITDA
maintained below 5.0 times for a sustained period.

While a downgrade is not likely in the near term, material
negative variances in earnings or the fundamental operating
environment combined with a significant deterioration in liquidity
could lead to a ratings downgrade, as could more aggressive
financial policies such as debt-financed share repurchases or
acquisitions. The outlook could revert to stable should
debt/EBITDA exceed 5.0 times for a sustained period.

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

Foot Locker, Inc. is a specialty athletic retailer, operating over
3,400 stores in 22 countries in North America, Europe, and
Australia as well as through its direct-to-customer websites and
catalogs. Store nameplates include Foot Locker, Footaction, Lady
Foot Locker, Kids Foot Locker, Champs Sports, and CCS. Revenues
for the last twelve months ended July 30, 2011 were approximately
$5.4 billion.


FREMONT GENERAL: Calif. Appeals Ct. Rules in Suit v. Ex-Counsel
---------------------------------------------------------------
Alan I. Faigin sued Fremont Reorganizing Corporation alleging that
he was jointly employed by both FRC and Fremont General
Corporation as in-house counsel.  Mr. Faigin alleges several
counts against FRC relating to the termination of his employment.
FRC filed a cross-complaint against Mr. Faigin alleging that he
wrongfully informed the Insurance Commissioner, as liquidator of a
related company, Fremont Indemnity Company, that his former
clients were planning to auction certain artworks that he claimed
were owned by Fremont Indemnity.  The Commissioner then commenced
an adversary action against Fremont General and FRC in the
liquidation proceeding.

Mr. Faigin filed a special motion to strike the cross-complaint
under the anti-SLAPP statute (Code Civ. Proc., Sec. 425.16).  The
trial court concluded that each count alleged in the cross-
complaint arose from protected activity under the anti-SLAPP
statute, that FRC had failed to demonstrate a probability of
prevailing on its claims, and that the litigation privilege
applied. The court granted the motion, striking the cross-
complaint in its entirety.

FRC appeals the order granting the special motion to strike and an
order awarding Mr. Faigin attorney fees as the prevailing cross-
defendant on the motion.

In an Aug. 30 decision, the Court of Appeals of California, Second
District, Division Three, concluded that each count alleged in the
cross-complaint arises from protected activity under the anti-
SLAPP statute and that FRC has not shown that Mr. Faigin's conduct
was "illegal as a matter of law" under the rule from Flatley v.
Mauro (2006) 39 Cal.4th 299 so as to make the anti-SLAPP statute
inapplicable.  The Court also concluded that FRC established a
probability of prevailing on its counts for breach of confidence
and breach of fiduciary duty and that the litigation privilege is
inapplicable in an action by a former client against an attorney
arising from breach of professional duties. FRC, however, failed
to establish a probability of prevailing on two other counts.  The
Court affirmed in part and reversed in part the order granting the
special motion to strike and reversed the order awarding attorney
fees with directions to the trial court to determine whether Mr.
Faigin's partial success entitles him to a fee award and, if so,
the amount of the award.

The case is FREMONT REORGANIZING CORPORATION, Cross-complainant
and Appellant, v. ALAN W. FAIGIN, Cross-defendant and Respondent,
No. B218178 (Calif. Ct. App.).  A copy of the decision is
available at http://is.gd/1vtI0cfrom Leagle.com.

                       About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
Sept. 30, 2007.  Fremont General ceased being a financial services
holding company on July 25, 2008, when its wholly owned bank
subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

The Insurance Commissioner commenced an involuntary liquidation
proceeding against Fremont Indemnity in June 2003.  Fremont
Indemnity was declared insolvent and the Commissioner was
appointed its liquidator in June 2003, and Mr. Faigin ceased
acting as counsel for Fremont Indemnity at that time.  The court
issued an order in July 2003 prohibiting Fremont Indemnity, its
officers, directors, agents, and employees from disposing of or
transferring the assets of Fremont Indemnity.  The order also
directed Fremont Indemnity, its officers, directors, agents, and
employees to deliver immediately to the Commissioner all assets
and records of Fremont Indemnity in their custody or control and
to disclose to the Commissioner the whereabouts of all assets and
records not in their custody or control. In addition, the order
directed all of Fremont Indemnity's affiliates to cooperate with
the Commissioner in the performance of his duties and to turn over
to the Commissioner all records of Fremont Indemnity's assets.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  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.  As of that date Fremont General changed its name to
Signature Group Holdings, Inc.


GAHANNA-CREEKSIDE: Merchants Blame Tough Times, Not Receivership
----------------------------------------------------------------
Pamela Willis at Columbus Local News reports that Gahanna, Ohio's
Creekside Park complex sports a number of vacant storefronts, but
most of the current tenants blame a tough economy for slow
consumer traffic, not the fact the complex is in receivership
after a foreclosure.

Huntington Bank foreclosed on Creekside in February after Gahanna-
Creekside Investments LLC, an affiliate of the Stonehenge Co.,
defaulted on $29.1 million in loans, according to the report.

NAI Ohio Equities LLC representative Mark Froehlich was appointed
receiver and the complex is up for sale.

Columbus Local News notes that the Bread Basket Family Bakery, 117
Mill St., and the Aveda Salon, 75 Mill St., recently pulled out of
Creekside, citing high rent and low foot traffic.

Owners of 4 Paws and a Tail, a pet-grooming business at 79 Mill
St., said rents are higher in the newer Creekside buildings --
maybe too high for smaller businesses, Columbus Local News
discloses.

The city of Gahanna's "public-private partnership" with Stonehenge
is a land-lease agreement in which development rights are leased
to the developer for 99 years, while Gahanna retains ownership of
the property, the report notes.

The Creekside development opened in 2008.


GELT PROPERTIES: Can Use Lenders' Cash Collateral Until Sept. 30
----------------------------------------------------------------
On Aug. 24, 2011, the U.S. Bankruptcy Court entered a second
interim order authorizing Gelt Financial Corporation to use cash
collateral of the Lenders through Sept. 30, 2011, pursuant to a
budget.

As adequate protection for the use of cash collateral, the Lenders
are granted replacement liens on all now owned or hereafter
acquired property and assets of the Debtor and all proceeds,
products, rents and profits thereof.

The Debtor was also directed to pay the Lenders in accordance with
the Budget.

A further interim hearing on the use of cash collateral will be
held on Sept. 20, 2011, at 11:00 a.m.

As reported in the TCR on Aug. 8, 2011, Gelt Properties is a party
to various loan agreements with banking institutions.  As of
July 25, 2011, the amounts due under the loans are:

                                       Total Loaned Amount
                                       -------------------
     Beneficial Mutual Savings Bank          $840,442
     VIST                                    $146,987
     East Coast Financial Co.                $167,999

                      About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  In their separate petitions, the Debtors both
estimated $10 million to $50 million in assets and debts.  The
petitions were signed by Uri Shoham, the Debtors' chief financial
officer.


GENERAL MARITIME: Cut by Moody's to 'Caa3', May Need Restructuring
------------------------------------------------------------------
Moody's Investors Service lowered its ratings of General Maritime
Corporation: Probability of Default to Caa3 from Caa1, Corporate
Family to Caa3 from B3 and senior unsecured to Ca from Caa2.
Moody's also affirmed the Speculative Grade Liquidity rating at
SGL-4. The outlook is negative.

RATINGS RATIONALE

The downgrade of the ratings to Caa3 reflects GenMar's still
tightening liquidity notwithstanding the recent issuance of junior
debt capital and relaxation of the minimum liquidity covenant of
its various debt facilities. Moody's believes that seasonal
freight rates will remain close to current levels through most of
2012, because growth in ton-mile demand is unlikely to absorb
continuing excess vessel supply. With the majority of the
company's current time-charter out contracts expiring in the next
12 to 15 months, GenMar will face increasing exposure to the
mainly lower spot market freight rates. Moody's expects the
company to continue to have a difficult time achieving positive
operating cash flow, which could threaten its ability to make cash
interest payments. The resultant overreliance on its cash balance,
which stood at almost $59 million at June 30, 2011 to meet its
operating and debt service requirements, could cause it to fall
out of compliance with the minimum liquidity covenant, which the
lenders recently agreed to lower to $35 million through Dec. 31,
2011.

Additionally, weak freight rates continue to pressure the market
value of tanker vessels, which reduces the potential for the sale
of one or more vessels to provide a sufficiently large source of
alternate liquidity for the company.

As a result of these pressures, there is an increasing prospect
that GenMar might need to pursue a restructuring of the terms of
certain of its credit facilities, if not the entirety of its debt
capital structure because of the ongoing weak sector fundamentals.
The Caa3 rating also considers the anticipation of ongoing
liquidity stress, weak credit metrics and potential for a less
than full recovery by one or more of the holders of the various
debt obligations.

The negative outlook considers the company's cash operating
losses. In addition, absent a waiver or amendment from the bank
group, the company could be challenged in complying with one or
more financial covenants by the December 31, 2011 measurement
date. The ratings could be downgraded further if GenMar is not
able to meet its debt service commitments pursuant to the terms of
the various loan facilities or the indenture of the rated
unsecured notes or if it pursues a restructuring of its debt
capital. The ratings could be upgraded and the outlook changed to
stable if the company is able to raise additional capital and or
freight rates improve in the near term to levels that allow the
company to strengthen and sustain its cash coverage of interest
above one time.

Downgrades:

   Issuer: General Maritime Corporation

   -- Probability of Default Rating, Downgraded to Caa3 from Caa1

   -- Corporate Family Rating, Downgraded to Caa3 from B3

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca,
      LGD6, 90% from Caa2, LGD5, 76%

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca,
      LGD6, 90% from Caa2, LGD5, 76%

The principal methodology used in rating General Maritime
Corporation was the Global Shipping 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.

General Maritime Corporation, a Marshall Islands Corporation
headquartered in New York, N.Y., is the holding company parent of
three intermediate holding companies of GenMar's vessel-owning
subsidiaries.


GENON ENERGY: Fitch Affirm Issuer Default Rating at 'B'
-------------------------------------------------------
Fitch Ratings has affirmed GenOn Energy, Inc.'s (GEN) 'B' Issuer
Default Rating (IDR).  Fitch has also affirmed GenOn Americas
Generation, LLC (GAG) and GenOn Mid-Atlantic, LLC's (GMA) 'B+'
IDRs.  GAG and GMA are intermediate holding company subsidiaries
of GEN.  The Rating Outlook for GEN, GAG and GMA has been revised
to Negative from Stable.  Fitch has also affirmed GEN's short-term
IDR at 'B'.

Instrument Ratings Revised:

In addition, Fitch has made several instrument rating revisions to
reflect changes in estimated recovery given default and post-
merger changes in debt leverage within GEN's capital structure.

Fitch has downgraded GMA's pass-through certificates rating to
'BB' from 'BB+'.  The change in instrument rating is a function of
the change in GMA's Recovery Rating to 'RR2', one level lower than
its previous 'RR1' ranking.  The downgraded recovery ranking is
driven by lower estimated wholesale power prices, cash flows and
plant asset values.

At the same time, Fitch has upgraded GAG's senior unsecured debt
rating to 'BB/RR2' from 'B+/RR3' to reflect lower debt leverage
relative to asset values in recovery.  GAG repaid $535 million of
senior unsecured debt that matured earlier this year from cash on
hand.

Fitch has affirmed GEN's senior secured (term loan and revolver)
ratings at 'BB/RR1'.  GEN's senior unsecured notes have also been
affirmed at 'BB-'; however, the Recovery Ratings for the senior
unsecured notes have been adjusted to 'RR2' consistent with
Fitch's 'Recovery Ratings and Notching Criteria for Non-Financial
Corporate Issuers' dated May 13, 2011 that caps senior unsecured
debt recovery rankings at 'RR2'.

Approximately $5 billion of debt (including off-balance sheet
debt) is affected by the rating actions.

Outlook Revised:

The Negative Outlook for GEN, GAG and GMA reflects ongoing
financial pressure resulting from the extended down cycle
currently underway in wholesale power markets.  Fitch anticipates
a rebound in power prices to emerge in 2013, while noting that an
extended period of cyclically low power prices cannot be ruled
out.  Lower power prices than those currently anticipated by Fitch
and/or a down cycle that extends significantly beyond 2013 could
result in future credit rating downgrades for GEN and its
subsidiaries.  In the interim, GEN carries $1.6 billion of cash
and cash equivalents which affords it considerable flexibility to
withstand a sustained period of lower power prices.

EPA Rules Uncertain:

The Negative Outlook also considers uncertainty associated with
emerging Environmental Protection Agency (EPA) power plant
emission restrictions.  On a pro forma basis, more than 80% of
GEN's 2010 mwh sales were produced by coal-fired generating plants
located in PJM/MISO.  Approximately 4,374 MW of GEN's coal-fired
generating capacity (58% of total) has been retrofitted with
sulfur dioxide and nitrogen oxide emissions control equipment and
is, in Fitch's opinion, relatively well position in the dispatch
stack.

Weak 2011 - 2012 Credit Metrics:

Fitch projects GEN's credit metrics will be weak for its current
'B' IDR this year and next but expects the merchant generator's
financial ratios to rebound during 2013 - 2015.  On an LTM June
30, 2011 basis, GEN's EBITDA-to-interest ratio was 1.1 times (x).
Based on Fitch's estimates, EBITDA-to-interest is expected to
remain below 2x in 2011 and 2012 before recovering to 2.5x during
2013 - 2015.  Similarly, debt-to-EBITDA weakens to 8.3 times in
2012 rebounding to 5.2x during 2013 - 2015.

Fitch expects GEN to be in a free cash flow deficit over 2011-12
driven by approximately $597 million in capex during 2011 and $464
million in 2012.  A significant portion of 2011 -2012 capex is
earmarked for the Marsh Landing Generating facility, which is
project financed, nonrecourse to GEN, and should be completed by
mid-2013.  Fitch expects GEN to turn free cash flow positive
during 2013 - 2015 while noting that there remains considerable
uncertainty over the magnitude and size of environmental capex.

Environmental Capex:

In Fitch's opinion, capex beyond 2012 will be driven by the timing
and substance of final emission rules and the perceived ability of
the company to recover costs of environmental controls in
wholesale power prices.  Environmental spending at GEN could be
$500 million - $700 million over the coming eight years for NOx
and other air quality and water quality controls, depending on
final regulations and their effect on forward price curves.  Fitch
believes GEN will shut down some smaller, less efficient coal-
fired units with high relative emissions.  Additional capex
spending in response to emerging EPA rules and wholesale power
market pricing is possible.

Liquidity Strong:

The ratings also consider GEN's solid liquidity position.  As of
June 30, 2011, GEN had $1.6 billion of cash and cash equivalents
on its balance sheet and remaining borrowing capacity of $493
million under its revolving loan agreement, bringing total
liquidity to just over $2 billion.  Fitch expects GEN to retain a
large cash position in the foreseeable future consistent with its
liquidity and investment needs.

Balanced Capital Structure:

Maturities are manageable with a total of $632 million of debt
scheduled to mature in 2011 - 2015, including $575 million of
7.625% GEN senior unsecured notes in 2014.  The ratings reflect
Fitch's expectation that management remains committed to
maintaining solid liquidity and a balanced capital structure.
GEN's debt-to-total capital was approximately 50% as of June 30,
2011.

Recovery Analysis:

The individual security issue ratings at GEN are notched above or
below the IDR, to reflect the relative recovery prospects in a
hypothetical default scenario.  Fitch values the power generation
assets that guarantee the parent debt using a net present value
analysis.

The net present values of generating assets vary significantly
based on future gas price assumptions and other variables, such as
the discount rate and heat rate forecasts in PJM/MISO and other
regions in which the company operates.

For the net present valuation of generation assets used in Fitch's
recovery valuation case, Fitch uses the plant valuation provided
by its third-party power market consultant, Wood Mackenzie, as an
input as well as Fitch's own gas price deck and other assumptions.

GEN was formed through a merger of equals (in an all stock
transaction) of Mirant Corp. and RRI Energy, Inc., which closed on
Dec. 3, 2010.


GEORGE LEON: In Chapter 7, Hopes to Reopen Store
------------------------------------------------
Matt Stround at North Hills Patch reports that George Leon, the
owner of West Penn Billiard & Trophy on Babcock Boulevard, in
North Hills, Pennsylvania, closed since mid-August, has filed for
Chapter 7 bankruptcy -- but hopes to reopen it eventually.

According to the report, the store has been shuttered since mid-
August when an 8-inch-by 11-inch sheet of paper was posted on the
front door at 3221 Babcock Boulevard stating that the business
would be "closed for the next few days."

The report says a July 12 bankruptcy filing by George Leon lists
more than $1.3 million in total assets he plans to surrender,
including his home, a 2007 Toyota Scion and a 2003 GMC box truck.

Mr. Leon said he has accrued more than $1.6 million in total
liabilities including a $115,000 home mortgage, a mortgage valued
at more than $1 million for the Babcock Boulevard store and 38
separate claims from creditors.


GIORDANO'S ENTERPRISES: DIP Documents Require Sale by Oct. 31
-------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois approved the (i) third amendment to
debtor-in-possession loan agreement dated Aug. 16, 2011, and (ii)
amendment to the order authorizing Philip V. Martino, the duly
appointed Chapter 11 trustee for the estates of Giordano's
Enterprises, Inc., et al., to use cash collateral and incur
postpetition debt.

The third amendment to DIP loan agreement and final cash
collateral/DIP financing order provides for, among other things:

   -- after payment in full in cash of the DIP Revolver Loans, the
      lenders may apply the proceeds of the prepetition collateral
      (or any replacement liens granted to prepetition lender as
      adequate protection.

   -- cash collateral order is amended to replace the reference to
      "$3,500,000" with "$6,000,000 plus, in lender's discretion,
      such other amounts to the extent necessary to repay
      interest, fees (including the Amendment Fee), costs and
      other charges payable to lender under the Postpetition
      Credit Agreement and to enable Debtors to pay the Carveout".

   -- the Debtors will pay to postpetition lender an amendment fee
      in an amount equal to $400,000; provided, however, that in
      the event that the aggregate debt has been repaid in full in
      cash, on or before Nov. 4, 2011, the amendment fee will be
      decreased to an amount equal to $250,000."

   -- to effectuate a sale process for all or substantially all of
      the Debtors' assets, the Debtors will comply with these sale
      milestones:

      (a) The investment banker will distribute an offering
      memorandum regarding Debtors' assets and businesses by
      July 29, 2011, to potential purchasers.

      (b) The Debtors will have delivered to lenders one or more
      letters of intent or other written indications of interest
      from prospective purchasers regarding the sale by Aug. 29,
      2011.

      (c) The Debtors will have delivered to lenders one or more
      definitive bids from prospective purchasers regarding the
      sale by Sept. 14, 2011.

      (d) The Debtors will file, by Sept. 17, 2011, one or more
      motions or a joint plan of reorganization with the Court
      seeking approval of the sale in accordance with a form asset
      purchase agreement acceptable to lenders, seeking approval
      of bidding procedures and setting of a sale hearing not
      later than Oct. 20, 2011.

      (e) The Debtors will obtain one or more Court orders
      approving the procedures for the sale of all or
      substantially all of the Debtors' assets by Sept. 21, 2011.

      (f) The Debtors will conduct one or more auctions for the
      sale of all or substantially all of the Debtors' assets by
      Oct 19, 2011.

      (g) The Debtors will obtain one or more orders of the Court
      approving the sale of all or substantially all of the
      Debtors' assets by Oct. 20, 2011.

      (h) The Debtors will consummate one or more sales of all or
      substantially all of the Debtors' assets by Oct. 31, 2011.

      The Debtors and lenders may agree to extend the foregoing
      sale milestones, upon providing notice to the Committee,
      without the need of further notice and hearing or order of
      the Court.  Further, the lender will be the only party
      entitled to claim that an Event of Default has occurred as a
      result of Debtors' breach of any sale milestone.

   -- Termination Date of the final cash collateral/DIP financing
      order is amended by replacing the reference to "Sept. 23,
      2011" with "Nov. 4, 2011".

                    About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino has been appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GIORDANO'S ENTERPRISES: To Pay $173K  Audit Fee to Crowe
--------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Philip V. Martino, the
duly appointed Chapter 11 trustee in the cases of Giordano's
Enterprises, Inc., et al., to amend the compensation terms in
relation to the employment of Crowe Horwath LLP as auditor.

The trustee has asked the Court to increase by an aggregate
$21,600 the amount that he, on behalf of the Debtors' estates, may
pay to Crowe Horwath as compensation for work in preparing audited
financial statements of the Debtors for the years ended Dec. 31,
2009 and 2010, respectively.

The trustee related that Crowe Horwath had historically charged
$76,000 annually for producing audited financials for Debtors.
Therefore, Crowe Horwath and the Debtors agreed that Debtors would
pay Crowe Horwath, in installments, a total of $152,000 - $76,000
for each year - for the 2009 and 2010 Audited Financials.  This
represented a 20% discount off Crowe Horvath's usual rates.

The trustee added that Crowe Horwath discovered that the work
necessary to prepare the Audited Financials for 2009 and 2010,
would expand substantially from what had been their historical
experience with Debtors.

Crowe Horwath has informed the trustee that the Audited Financials
are ready, or nearly so, and has asked the trustee to pay the
remaining amount of the Original Fee and the Additional Fee.

The Court approved the amendment to reflect $173,600 for audit
fee.

                    About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino has been appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.


GRAND SOLEIL: Court OKs Chapter 11 Bankruptcy
---------------------------------------------
Natchez Democrat reports that a U.S. bankruptcy judge sided with
five local companies, which Grand Soleil reportedly owed a total
of $1.6 million, in forcing the Grand Soleil into bankruptcy Aug.
10, 2011.

The report says the judge allowed the Grand Soleil to file under
Chapter 11 bankruptcy, despite the petitioning companies' request
the hotel file under Chapter 7.

According to the report, Good Hope Construction, Farmer Electrical
Service Company and Ketco filed a petition to force the hotel to
go into involuntary Chapter 7 bankruptcy in May.  Kimbrell Office
Supply Company and Natchez Printing joined the petition July 20.

The report, citing papers filed with the Court, says Grand Soleil
owed the following amounts to companies involved in the petition:
$1.1 million to Good Hope Construction; $468,000 to Farmer
Electrical Service Co.; $12,000 to Ketco Advertising-Specialties;
$5,437 to Kimbrell Office Supply; and $5,544 to Natchez Printing
Company.

Th report notes Grand Soleil's bankruptcy proceedings follow
recent years of financial troubles and failure to develop a
proposed casino project.

Britton and Koontz bank has initiated and canceled foreclosure
proceedings against Grand Soleil four times in recent years. Grand
Soleil also evaded foreclosure proceedings initiated by United
Mississippi Bank in December 2009.

Grand Soleil Casino Resort -- http://www.grandsoleilcasino.com/--
is a Natchez, Mississippi-based casino.


GREEN MILLER: Motion to Reconsider, Filed A Year Late, Is Denied
----------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., denied a motion for
reconsideration filed almost one year after the Court entered a
final judgment in the lawsuit, GREEN MILLER, JR., v. DISTRICT OF
COLUMBIA, et al., Adv. Proc. No. 08-10028 (Bankr. D. D.C.).  The
Plaintiff filed the motion pursuant to F.R.B.P. Rule 60(b), laying
out various arguments as to why the Court's prior rulings were
wrong on the merits.  Judge Teel said relief under Rule 60(b) is
not warranted when the only reason advanced for seeking relief is
re-argument of the merits of the case.  An appeal or a timely
motion under, and meeting the standards of, Federal Rule of Civil
Procedure 59, was the appropriate vehicle for setting aside the
court's rulings if they were in error.  A copy of Judge Teel's
Sept. 1, 2011 Memorandum Decision is available at
http://is.gd/1ZqwI1from Leagle.com.

Green Miller, Jr., filed for Chapter 11 bankruptcy (Bankr. D. D.C.
Case No. 96-00431) in 1996.


GULFSTREAM INT'L: Judge Confirms Chapter 11 Plan
------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge John K. Olson on Wednesday confirmed Gulfstream
International Group Inc.'s Chapter 11 plan and disclosure
statement, which calls for the distribution to claim holders of
the entire $600,000 from Gulfstream's asset sale to a private
equity group this year.

Judge Olson approved the plan following an Aug. 16 confirmation
hearing resolving issues raised by several parties, according to
Law360.

                   About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on
Nov. 4, 2010.  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed US$15,967,096 in total
assets and US$25,243,099 in total liabilities.

Victory Park provided Gulfstream with up to US$5 million debtor-
in-possession financing to fund the Chapter 11 case.

As reported in the Troubled Company Reporter on May 18, 2011, Dow
Jones' DBR Small Cap said that Victory Park Capital is buckling
again into the airline sector, completing its purchase of
Gulfstream International Group Inc.  A prior bankruptcy court
order said there will be a "structured dismissal" of the Chapter
11 case within 30 days of the completion of the sale.


GYMBOREE CORP: Bank Debt Trades at 13% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Gymboree
Corporation is a borrower traded in the secondary market at 87.15
cents-on-the-dollar during the week ended Friday, Sept. 2, 2011, a
drop of 1.75 percentage points from the previous week according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 412.5 basis points above LIBOR
to borrow under the facility.  The bank loan matures on Feb. 23,
2018, and carries Moody's B1 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
70 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

The Gymboree Corporation (GYMB: Nasdaq) --
http://www.gymboree.com/-- is a specialty retailer operating
stores selling apparel and accessories for children under the
Gymboree, Gymboree Outlet, Janie and Jack and Crazy 8 brands, as
well as play programs for children under the Gymboree Play & Music
brand.  The Company operates retail stores in the United States,
Canada and Puerto Rico in regional shopping malls and in selected
suburban and urban locations.  As of January 30, 2010, the Company
conducted its business through five divisions: Gymboree, Gymboree
Outlet, Janie and Jack, Crazy 8, and Gymboree Play & Music.  As of
January 30, 2010, the Company operated a total of 953 retail
stores, including 916 stores in the United States (593 Gymboree
stores, 139 Gymboree Outlet stores, 119 Janie and Jack shops, and
65 Crazy 8 stores), 34 Gymboree stores in Canada, 2 Gymboree
stores in Puerto Rico, and 1 Gymboree Outlet store in Puerto Rico.


HARRISBURG, PA: Pennsylvania Senator Calls for Harrisburg Takeover
------------------------------------------------------------------
American Bankruptcy Institute reports that one day after
Harrisburg, Pa., rejected a fiscal recovery plan, a state lawmaker
on Thursday urged the state to move ahead with a takeover of the
city's troubled finances.

                          About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The Harrisburg City Council voted 5-2 on Sept. 28, 2010 to seek
professional advice on bankruptcy or state oversight.  Harrisburg
needed state aid to avoid default on $3.3 million of bond payments
this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.


HAWAII MEDICAL: Amends Schedules of Assets and Liabilities
----------------------------------------------------------
Hawaii Medical Center filed with the U.S. Bankruptcy Court for the
District of Hawaii amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $74,713,475
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $65,674,549
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $310,232
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $25,614,782
                                 -----------      -----------
        TOTAL                    $74,713,475      $91,599,563

A full-text copy of the Amended Schedules is available for free at
http://bankrupt.com/misc/HAWAIIMEDICAL_amendedsal.pdf

In the original schedules, the Debtor disclosed unsecured priority
claims of $310,232, and unsecured non-priority claims of
$25,614,782.

                  About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the petition Dte, the aggregate outstanding
principal on the Prepetion MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is approximately $46,851,772.
The principal balance of the Prepetion MidCap Revolving Loan is
approximately $7,676,495.  The amount owed under the Prepetition
St. Francis Term Loan is approximately $39,175,277, secured by St.
Francis's first priority lien on, among other things, all real
property of the Debtors.

Through this Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America, LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.


HELLER EHRMAN: Agrees to Pay Brobeck Phleger $470,000
-----------------------------------------------------
Sara Randazzo at The AM Law Daily reports that Brobeck, Phleger &
Harrison's estate has reached a $470,988 settlement with the
estate of law firm Heller Ehrman won't change the course of its
Chapter 7 proceedings.

The agreement, which must be approved by U.S. Bankruptcy Judge
Dennis Montali, settles a long-running dispute over who deserves
to get paid for work six Brobeck partners took with them to Heller
after Brobeck dissolved in 2003.

The report says both firms agreed to the sum, which represents
just 17.5 percent of the nearly $2.7 million in fees the former
Brobeck partners collected while at Heller, according to the
settlement agreement filed in court Aug. 30.

Based on the terms of Heller's bankruptcy, the $470,988 the firm's
estate agreed to pay Brobeck will eventually be reduced -- just
recently, Heller struck a deal to pay unsecured creditors between
24 cents and 33 cents on the dollar for outstanding claims.

                       About Brobeck Phleger

Brobeck, Phleger & Harrison LLP started business in 1926.  It was
a prominent national law firm with over 900 attorneys and offices
in California, New York, Colorado, Virginia, Texas, Washington
D.C., and, through a joint-venture, in London, England.  In the
late 1990's and early 2000s, Brobeck enjoyed rapid growth, almost
doubling its number of attorneys in just over three years in its
booming technology-sector practice.  In the course of its
expansion, Brobeck incurred substantial debt as well as lease
obligations for several new offices.  On September 17, 2003,
certain of Brobeck's creditors filed an involuntary chapter 7
bankruptcy petition (Bankr. N.D. Calif. Case No. 03-32715).
Thereafter, Ronald F. Greenspan was elected as the Chapter 7
Trustee.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.

Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assists the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HELLER EHRMAN: Suit Against Non-Creditor Dismissed
--------------------------------------------------
The lawsuit styled Heller Ehrman LLP, Liquidating Debtor, v.
Gregory Canyon Ltd., Limited Liability Company and Servcon-San
Marcos, Inc., Adv. Proc. No. 10-3329 (Bankr. N.D. Calif.), will
proceed in state court after Bankruptcy Judge Dennis Montali
granted the defendants' motion to dismiss the first amended
complaint.  Judge Montali held that there is no related to
jurisdiction over the action under 28 U.S.C. Sections 157(c)(1)
and 1334 in both the bankruptcy court or the district court.
Judge Montali said the adversary proceeding is not a core
proceeding, notwithstanding Heller's designation of one claim for
relief as a turnover action under 11 U.S.C. Sec. 542.  Whatever
the label, this is not an action for turnover of estate property;
it is a essentially an action to recover an account receivable,
for breach of contract and quantum meruit.  Turnover actions
involve the "return of undisputed funds," Judge Montali said,
citing In re Gurga, 176 B.R. 196, 199-200 (9th Cir. BAP 1994). In
the Heller suit, the Defendants dispute liability to Heller; the
estate's property is the claim for damages itself, which is not
subject to turnover.  There is no specific, identifiable fund
belonging to Heller in the Defendants' possession.  A suit by a
debtor against a non-creditor arising out of breach of contract,
absent more than has been alleged, is not a turnover action under
Sec. 542.

Judge Montali also considered the Defendants' argument that the
Supreme Court's recent decision in Stern v. Marshall, 131 S.Ct.
2594, stripped the Bankruptcy Court of jurisdiction over the
adversary proceeding.  Judge Montali disagrees.  In Stern v.
Marshall, the Supreme Court addressed the issue of when a
bankruptcy judge has the power and authority to enter final
orders, and did not address subject matter jurisdiction found in
28 U.S.C. Sec. 1334.  As the Judge Montali agrees with the
Defendants that it and the district court both lack related to
subject matter jurisdiction, a bankruptcy judge's power and
authority to enter findings of fact and a final judgment is not
implicated.

A copy of Judge Montali's Aug. 30, 2011 Memorandum Decision is
available at http://is.gd/F2JRAkfrom Leagle.com.

                          About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HERITAGE CONSOLIDATED: Malouf Gets Court OK as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved Malouf & Nockels LLP's motion to reconsider and
application to amend the order authorizing its employment as
special counsel of Heritage Consolidated LLC and its debtor-
affiliates.

In addition, the firm was granted by the Court to represent Pat
Howell, LLC, the owner of an 18.75% working interest of the Pat
Howell Well #1, with terms of engagement identical to the terms of
engagement entered into with Heritage Standard Corporation.  The
representation does not present a conflict of interest.

The firm said the counsel for the Official Committee of Unsecured
Creditors are unopposed to the requested relief.

                   About Heritage Consolidated

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

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


J.CREW: Bank Debt Trades at 13% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which J.Crew is a
borrower traded in the secondary market at 87.15 cents-on-the-
dollar during the week ended Friday, Sept. 2, 2011, a drop of 1.75
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 10, 2018, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 70 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

J.Crew -- http://www.jcrew.com/-- is a nationally recognized
apparel and accessories retailer that differentiates itself
through high standards of quality, style, design and fabrics with
consistent fits and authentic details.  J.Crew is an integrated
multi-channel, multi-brand specialty retailer that operates stores
and websites to consistently communicate with its customers.  The
Company designs, markets and sells its products, including those
under the J.Crew, crewcuts and Madewell brands, offering complete
assortments of women's, men's and children's apparel and
accessories.  Its customer base consists primarily of affluent,
college educated, professional and fashion-conscious women and
men.  In 2011, J.Crew expanded its international e-commerce to
include shipping to the United Kingdom, while continuing to ship
anywhere in the U.S., Canada and Japan.

For the year ended January 29, 2011, J.Crew reported net income of
$121.5 million on total revenues of $1.72 billion compared with
net6 income of $123.4 million on total revenues of $1.58 billion
in 2010.

As of January 29, 2011, the Company's balance sheet showed $860.2
million in total assets, $349.0 million in total liabilities and
$511.1 million in total stockholders' equity.


JEFFERSON, AL: Officials Confident Despite Jefferson County Woes
----------------------------------------------------------------
American Bankruptcy Institute reports that Alabama's most populous
county will soon decide whether it will file for the biggest
municipal bankruptcy in U.S. history, but other local government
officials are confident they can handle the fallout if Jefferson
County seeks court help to deal with its $3 billion in sewer debt.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.14 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.

Jefferson County has retained Kenneth Klee, Esq., at Klee Tuchin
Bogdanoff & Stern LLP to represent the county in the event of
bankruptcy.  Mr. Klee is considered to be a municipal-bankruptcy
expert, having handled Orange County, Calif.'s bankruptcy case in
1994.

A Chapter 9 filing Jefferson County would be the largest in U.S.
municipal history.


JETDIRECT AVIATION: Court Denies Standing to Failed LLC's Creditor
------------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Delaware's high
court tossed a lawsuit Friday brought by a creditor who loaned
$34.2 million to fuel now-bankrupt JetDirect Aviation Holdings
LLC's acquisition spree, ruling that a creditor of a bankrupt
limited liability company can't file a derivative suit against it.

Delaware's Limited Liability Company Act doesn't give standing to
creditors to bring such suits, according to a unanimous ruling of
the full Delaware Supreme Court.

JetDirect Aviation LLC is a charter aircraft operator.

JetDirect Aviation LLC "did not attempt to reorganize" and instead
sent itself to Chapter 7 liquidation (Bankr. D. Del. 09-_____) on
May 1 2009, where a trustee will take over and liquidate assets.
The Debtor estimated assets of less than $50 million and debt in
excess of $100 million.

An affiliate named Sunset Aviation Inc. commenced Chapter 7
liquidation in Delaware in March.


JOSEPH SMYJUNAS: Files for Chapter 11 With $32.7MM Debt
-------------------------------------------------------
Joseph Smyjunas filed a Chapter 11 petition (Bankr. S.D. Ohio Case
No. 11-15318) on Aug. 30, 2011.

Business Courier reports that Oakley developer Rob Smyjunas is
facing $27 million in debt that he guaranteed on the Corridor 75
industrial project in Monroe.

Mr. Smyjunas disclosed $2.9 million in assets and $32.7 million in
liabilities in its Chapter 11 petition.  Among those liabilities
were two loans from Huntington Bank that were used to acquire land
and finance construction at Corridor 75.

According to the report, Corridor 75 is an industrial park near
the intersection of Interstate 75 and Ohio 63 in Monroe.  The
project includes a 657,000-square-foot building occupied by a Home
Depot distribution center and a 650,000-square-foot speculative
building that is yet to be leased.

Mr. Smyjunas' development company Vandercar Holdings is the
developer of Oakley Station, a $120 million mixed-use development
planned for a 74-acre site where a cluster of machine-tool
factories once operated.

The report notes the filing lists six unsecured creditors with
claims pending.  Huntington is the largest, with claims totaling
$28.8 million against three different limited liability companies.
Other creditors include First Financial Bank, owed $1.6 million in
connection with a property at 5500 Ridge Road, and PNC Bank, owed
$899,399 on a loan to Indian Hill Golf Course LLC.

The report adds listed among the developer's assets is a "cause of
action against Huntington Bank for interference with business
decisions."  The filing lists an unknown value for that claim.
The filing also indicates Huntington seized an IRA account from
Smyjunas in August worth $128,000. Smyjunas is challenging the
seizure.

According to the report, Huntington has been pursuing a judgment
against Smyjunas for the Corridor 75 loans since January, when Mr.
Smyjunas told the Courier that he "made every mortgage payment to
date."

The report says the default allegations did not keep Smyjunas from
securing Planning Commission approval for Oakley Station in April
and announcing a movie theater tenant on the site in June.

The bankruptcy filing said Vandercar LLC was unable to finance the
$5.5 million purchase price of 60 acres needed for Oakley Station,
so the purchase contract was assigned to another company owned by
three investors, including Mr. Smyjunas' wife, Mary Ruth Smyjunas.
Those investors "have been funding the ownership and development"
of Oakley Station, the filing states.


KT SPEARS: First Palmetto Withdraws Motion to Dismiss Case
----------------------------------------------------------
First Palmetto Savings Bank, FSB, withdrew its motion to dismiss
the Chapter 11 case of KT Spears Creek, LLC, for bad faith filing
saying the matter has been settled.

As previously reported on the Aug. 23, 2011 edition of The
Troubled Company Reporter, the Bank adopted in their entirely the
arguments set forth in the motion of RBC Bank (USA), Inc., to
dismiss the Chapter 11 case of the Debtor.

FPSB is a secured creditor of the Debtor by virtue of a promissory
note dated June 22, 2010, in the principal amount of $885,719.46,
and a mortgage dated March 16, 2009, on the Debtor's real property
which is contiguous to the real property subject to RBC's mortgage
and part of the same project of the Debtor.

Counsel for FPSB may be reached at:

     Ian D. McVey, Esq.
     CALLISON TIGHE & ROBINSON, LLC
     P.O. Box 1390
     Columbia, SC 29202
     Tel: (803) 404-6900
     Fax: (803) 404-6901
     E-mail: ianmcvey@callisontighe.com

A hearing on the motion of RBC for the dismissal of the Debtor's
case will be held on Sept. 6, 2011, at 9:00 a.m.

RBC Bank asked the U.S. Bankruptcy Court for the District of South
Carolina to dismiss the Debtor's Chapter 11 case, citing that the
case was filed in bad faith to thwart RBC from completing its
foreclosure of the property.  In support of its claim that this is
a "bad faith" filing, RBC Bank related that the Debtor is a single
asset real entity, has no employes, the cash flow generated by the
apartment complex is insufficient to fund a confirmable plan of
reorganization, and the Debtor has no or relatively few unsecured
creditors.

Further, RBC Bank said that prior to the filing of the
foreclosure, Kyle Tauch, the Debtor's principal, caused over
$350,000 to be diverted to an affiliated company and failed to pay
over the $800,000 in taxes owed on the property securing the
Bank's debt.  RBC Bank noted also that this case is nothing more
that a dispute between the Debtor and its secured lenders, and
that it believes that that Debtor has no hope for a successful
Plan of Reorganization.

                         About KT Spears

KT Spears Creek, LLC, in Houston, Texas, filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May 3, 2011,
Judge Letitia Z. Paul presiding.  The Debtor estimated $10 million
to $50 million in both assets and debts.  The petition was signed
by Kyle D. Tauch, sole
member.

The Hon. Letitia Z. Paul transferred the Debtor's Chapter 11 case
to the Bankruptcy Court for the District of South Carolina.  The
Case No. is 11-04241.  The case was assigned to Chief Judge John
E. Waites.  Daniel J. Reynolds, Jr., Esq., and G. William
McCarthy, Jr., Esq., at McCarthy Law Firm, LLC, represent the
Debtor as counsel.


LAS VEGAS SANDS: 2016 Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 90.94 cents-
on-the-dollar during the week ended Friday, Sept. 2, 2011, a drop
of 1.24 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Nov. 26, 2016, and
carries Standard & Poor's BB rating.  The loan is one of the
biggest gainers and losers among 70 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday.

Las Vegas Sands Corp. owns and operates hotel and casino
integrated resort facilities in Las Vegas, NV, Bethlehem, PA,
Macau, China and Singapore.  The company generates consolidated
annual net revenue of close to $7 billion.

As reported by the Troubled Company Reporter on June 17, 2011,
Standard & Poor's raised its corporate credit rating on the Las
Vegas Sands Corp. (LVSC) family of companies to 'BB' from 'BB-'.
Aside from Las Vegas Sands Corp., the LVSC family of rated
companies includes Las Vegas Sands LLC, its Venetian Casino Resort
LLC subsidiary, and affiliate VML U.S. Finance LLC.  "All issue-
level ratings were also raised by one notch in conjunction with
the corporate credit rating upgrade.  The rating outlook is
stable," S&P said.

"The rating upgrade reflects continued strong performance, and our
belief that under our updated long-term performance expectations,
Las Vegas Sands will maintain credit measures comfortably within
our threshold for a 'BB' corporate credit rating.  While the
proposed Macau refinancing will add approximately $1.1 billion of
additional debt to prefund development, we expect consolidated
EBITDA to grow approximately 30% in 2011 compared with 2010, which
would result in consolidated operating lease-adjusted leverage
improving to the mid-4x area by the end of 2011.  Given our
satisfactory assessment of LVSC's business risk profile, we would
be comfortable with leverage temporarily spiking as high as 5.5x
to fund development projects, but generally consider leverage
closer to 5x to be in line with a 'BB' corporate credit rating for
LVSC," S&P said.

On June 28, 2011, the TCR reported that Moody's revised Las Vegas
Sand Corp.'s rating outlook to positive from stable and affirmed
the company's Ba3 Corporate Family, Probability of Default, and
senior secured debt ratings.  LVSC has an SGL-1 Speculative Grade
Liquidity rating.

The outlook revision to positive reflects a higher degree of
confidence on the part of Moody's that LVSC will be able to reduce
and sustain debt/EBITDA at or below 3.5 times on a gross basis,
the target leverage required for a one-notch ratings upgrade.

"Given Moody's current expectation of annual consolidated EBITDA
of between 2.7 and 2.8 billion for 2011, LVSC's debt/EBITDA will
likely be between 4.0 and 4.3 times by the end of that period, and
could reach 3.5 times by the end of 2012 if business conditions in
Asia remain strong," stated Keith Foley, a Senior Vice President
at Moody's.  "However, LVSC would also need to adhere to a
conservative long-term financial policy in order to achieve a Ba2
Corporate Family Rating."


LAS VEGAS SANDS: 2014 Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 91.43 cents-
on-the-dollar during the week ended Friday, Sept. 2, 2011, a drop
of 0.75 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 1, 2014, and
carries Standard & Poor's BB rating.  The loan is one of the
biggest gainers and losers among 70 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday.

Las Vegas Sands Corp. owns and operates hotel and casino
integrated resort facilities in Las Vegas, NV, Bethlehem, PA,
Macau, China and Singapore.  The company generates consolidated
annual net revenue of close to $7 billion.

As reported by the Troubled Company Reporter on June 17, 2011,
Standard & Poor's raised its corporate credit rating on the Las
Vegas Sands Corp. (LVSC) family of companies to 'BB' from 'BB-'.
Aside from Las Vegas Sands Corp., the LVSC family of rated
companies includes Las Vegas Sands LLC, its Venetian Casino Resort
LLC subsidiary, and affiliate VML U.S. Finance LLC.  "All issue-
level ratings were also raised by one notch in conjunction with
the corporate credit rating upgrade.  The rating outlook is
stable," S&P said.

"The rating upgrade reflects continued strong performance, and our
belief that under our updated long-term performance expectations,
Las Vegas Sands will maintain credit measures comfortably within
our threshold for a 'BB' corporate credit rating.  While the
proposed Macau refinancing will add approximately $1.1 billion of
additional debt to prefund development, we expect consolidated
EBITDA to grow approximately 30% in 2011 compared with 2010, which
would result in consolidated operating lease-adjusted leverage
improving to the mid-4x area by the end of 2011.  Given our
satisfactory assessment of LVSC's business risk profile, we would
be comfortable with leverage temporarily spiking as high as 5.5x
to fund development projects, but generally consider leverage
closer to 5x to be in line with a 'BB' corporate credit rating for
LVSC," S&P said.

On June 28, 2011, the TCR reported that Moody's revised Las Vegas
Sand Corp.'s rating outlook to positive from stable and affirmed
the company's Ba3 Corporate Family, Probability of Default, and
senior secured debt ratings.  LVSC has an SGL-1 Speculative Grade
Liquidity rating.

The outlook revision to positive reflects a higher degree of
confidence on the part of Moody's that LVSC will be able to reduce
and sustain debt/EBITDA at or below 3.5 times on a gross basis,
the target leverage required for a one-notch ratings upgrade.

"Given Moody's current expectation of annual consolidated EBITDA
of between 2.7 and 2.8 billion for 2011, LVSC's debt/EBITDA will
likely be between 4.0 and 4.3 times by the end of that period, and
could reach 3.5 times by the end of 2012 if business conditions in
Asia remain strong," stated Keith Foley, a Senior Vice President
at Moody's.  "However, LVSC would also need to adhere to a
conservative long-term financial policy in order to achieve a Ba2
Corporate Family Rating."


LEHMAN BROTHERS: Files Copies of Court-Okayed Plan Disclosures
--------------------------------------------------------------
As reported in the TCR on Sept. 2, 2011, Judge James Peck of the
U.S. Bankruptcy Court for the Southern District of New York
approved the disclosure statement, which outlines the major
provisions of Lehman Brothers Holdings Inc., and its affiliated
debtors' $65 billion liquidation plan.

A full-text copy of the Disclosure Statement Order is available
for free at http://bankrupt.com/misc/LBHI_DSApprovalOrder.pdf

The proposed plan would enable LBHI and its affiliated debtors to
pay an estimated $65 billion to their creditors.

Under the plan, LBHI's senior unsecured creditors which have an
estimated $83.724 billion in claims would recover 21.1% of their
claims, down from 21.4% in the previous proposal filed by the
company early this year.  Meanwhile, the company's general
unsecured creditors, which have an estimated $11.39 billion in
claims, would recover 19.9% of their claims, up from 19.8% in the
prior proposal.

On Sept. 1, 2011, the Debtors filed with the Court their third
amended chapter 11 plan and a disclosure statement for the Third
Amended Plan.

A copy of the DS is available at http://is.gd/MkAEfR

A copy of the Third Amended Joint Chapter 112 Plan of
Reorganization is available at http://is.gd/hODUmS

                   About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LOCAL INSIGHT: Wants Decision Period on Dayton Lease Extended
-------------------------------------------------------------
Local Insight Media Holdings, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to enter an order
approving an agreement between the Debtors and the Dayton Landlord
extending the time period within which Debtors must assume or
reject the lease on the office and warehouse space located at 3170
Kettering Blvd., in Dayton, Ohio, through and including the
confirmation date of the Debtors' plan of reorganization.

The Debtors tell the Court they require additional time to attempt
to negotiate a favorable amendment to the Dayton Lease.  To
facilitate the ongoing negotiations, the Debtors and the Dayton
Landlord agreed to this Extension Agreement.

Any response or objection to this Motion must be in writing and
filed with the Bankruptcy Court on or before Sept. 6, 2011, at
4:00 p.m. prevailing Eastern time.  If a timely response or
objection is received, a hearing on the motion will be held on
Sept. 20, 2011, at 10:00 a.m.

                     About Local Insight

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; Houlihan Lokey Howard & Zukin
Capital Inc. as its financial advisor and investment banker; and
Mesirow Financial Consulting LLC as its forensic accountant and
litigation advisor.

As reported in the TCR on Aug. 16, 2011, Debtors filed a plan of
reorganization (the "Plan").  The Plan has the support of the
steering committee of the Company's pre-petition senior secured
lenders.

As reported in the TCR on Sept. 5, 2011, the Hon. Kevin Gross for
the U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Sept. 20, 2011, at 10:00 a.m. (prevailing
Eastern Time), to consider adequacy of the Disclosure Statement
explaining the Debtor's Chapter 11 Plan.  Objections, if any, are
due Sept. 12, at 4:00 p.m.


LOCAL INSIGHT: Wants Plan Filing Period Extended to Oct. 13
-----------------------------------------------------------
Local Insight Media Holdings, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a plan and solicit acceptances of a
filed plan through and including Oct. 13, 2011, and Dec. 13, 2011,
respectively.

Unless extended, the Debtors' Exclusive Filing Period will expire
on Aug. 14, 2011, and the Debtors' Exclusive Solicitation Period
will expire on Oct. 14, 2011.

The Debtors tell the Court that after months of extensive analysis
and negotiations, the Debtors have reached an agreement in
principle regarding a global settlement that provides for
modifications to the WBS Contracts that are favorable to the
Debtors and resolves a number of complicated claims and
transition issues involving the Debtors, Local Insight Media Inc.,
Ambac Assurance Corporation, and the WBS Entities.  The provisions
of that global settlement are set out in the "WBS Settlement Term
Sheet".

The Debtors believe that a 60-day extension of the Exclusive
Periods will protect the Debtors in the event they need to
withdraw their Chapter 11 Plan for any reason, including, for
example, if the Debtors are unable to finalize documentation of
the settlement embodied in the WBS Settlement Term Sheet.

                     About Local Insight

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; Houlihan Lokey Howard & Zukin
Capital Inc. as its financial advisor and investment banker; and
Mesirow Financial Consulting LLC as its forensic accountant and
litigation advisor.

As reported in the TCR on Aug. 16, 2011, Debtors filed a plan of
reorganization (the "Plan").  The Plan has the support of the
steering committee of the Company's pre-petition senior secured
lenders.

As reported in the TCR on Sept. 5, 2011, the Hon. Kevin Gross for
the U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Sept. 20, 2011, at 10:00 a.m. (prevailing
Eastern Time), to consider adequacy of the Disclosure Statement
explaining the Debtors' Chapter 11 Plan.  Objections, if any, are
due Sept. 12, at 4:00 p.m.


LUCIEN PICCARD: Acquired Out of Bankruptcy by Swiss Watch
---------------------------------------------------------
Paul Brinkmann at the South Florida Business Journal reports that
Hollywood-based Swiss Watch International has acquired another
local watch firm out of bankruptcy.

According to the report, over 18 months, the company has grown
from 100 employees to 150, launched the "World of Watches"
shopping show on the DISH Network and acquired well-known global
brand Lucien Piccard, which was owned by another Hollywood-based
company, Lucien Piccard Inc., that filed for Chapter 11 bankruptcy
in July 2010.

The report says the price for Lucien Piccard, as recorded in the
bankruptcy sale documents, was $3.6 million.  That included
assuming bank debt of $3 million, which was later discounted,
Swiss Watch attorney Linda Jackson of Miami-based Infante Zumpano
Salazar & Miloch LLC, said.  The sale included about $5 million of
inventory at retail prices, she said.

When it filed for bankruptcy, Lucien Piccard had $2.71 million in
outstanding accounts receivable. Dallas-based Comerica Bank had a
claim of $5.69 million secured by all personal property included
accounts, inventory and claims. Bankruptcy claims linger

Th report relates that the Company's chairman and owner, Sol
Friedman, was listed on bankruptcy documents with a claim of
$3.68 million.  Other local creditors include Hollywood-based F&K
LLC, with a claim of $604,606, and Miami-based LAU International,
with a claim of $6,002.

Ms. Jackson said it is too early to tell exactly how those
creditors will be treated because there are still claims to be
worked out in the bankruptcy.

According to the report, another company, JEMSPAD LLC, had offered
a stalking-horse bid, but failed to match Swiss Watch's bid at
auction, Ms. Jackson said.  She said objections to the sale were
aired in a daylong hearing before U.S. Bankruptcy Judge John K.
Olson, but he ruled the sale was valid.  The deadline to appeal
Olson's ruling has passed, Ms. Jackson said.

Lucien Piccard Inc. and two of its affiliates, LP Watch Group and
Charles Winston Luxury Group, operates a watch and jewelry
company, filed for bankruptcy under Chapter 11, listing assets of
$10.57 million and debts of $11.96 million.  Lucien Piccard has
$2.71 million in outstanding accounts receivable.  The Company
owes $5.69 million to Comerica Bank; $3.69 million, Sol Friedman;
$604,606, F & K LLC; and $6,002, LAU International.  Peter
Shapiro, Esq., at Arnstein & Lehr, represents the Company.


LYMAN LUMBER: Court Okays Matrix as Panel's Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
the Official Committee of Unsecured Creditors of Lyman Holding
Company and its debtor-affiliates to employ Matrix Associates Inc.
as its financial advisor to provide advice and guidance on the
complex financial issues presented by these Chapter 11 Cases.

The hourly rate for professionals at Matrix ranges from $225 to
$375 as set forth in the following table:

   Michael Fox                      $375
   Don Haas                         $375
   Allen Albu                       $225
   Other Professional Consultants   $225-$275

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its bankruptcy
counsel.  Alliance Management is the financial and turnaround
consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


LYMAN LUMBER: Court OKs Leonard Street as Labor Counsel
-------------------------------------------------------
Lyman Lumber Company sought and obtained permission from the U.S.
Bankruptcy Court for the District of Minnesota to employ Leonard,
Street and Deinard Professional Association as Special Counsel to
the Debtors.

Upon retention, the firm, will among other things:

   (a) providing labor law, employment law and employee benefits
       law advice to the Debtors; and
   (b) provide representation to the Board of Directors of the
       Debtor(s) regarding the duties and obligations of the
       Board(s) during the pendency of the bankruptcy cases.

To the best of Leonard Street's knowledge, all connection with the
Debtors, their creditors and any other party in interest, their
respective attorneys and accountants, the United States Trustee,
or any person employed in the office of the United States Trustee
have been disclosed in the Unsworn Declaration of Robert T. Kugler
annexed hereto.  Leonard Street will supplement this Application,
as necessary, if other creditors become known.  To the best of
Leonard Street's knowledge, information and belief at this time,
Leonard Street does not represent any interest adverse to the
Debtors or their estates in connection with the matters upon which
Leonard Street is to be engaged and is therefore qualified to
serve as special counsel pursuant to Sec. 327(e) of the Bankruptcy
Code.

The firm's rates are:

     Personnel                                Rates
     ---------                                -----

   Robert T. Kugler, Shareholder              $475/hr
   Angela M. Bohmann, Shareholder             $465/hr
   Dominic J. Cecere, Shareholder             $450/hr
   Joel E. Abrahamson, Shareholder            $410/hr
   Lara O. Glaesman, Shareholder              $340/hr
   Amanda K. Schlitz, Associate               $265/hr
   Aong Moua, Paralegal                       $190/hr

It is proposed that at the time of the retention of Leonard
Street, that Leonard Street have a retainer from the Debtors of
$47,775.00.  Leonard Street will hold the Retainer as security for
its fees and disbursements.

                         About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its bankruptcy
counsel.  Alliance Management is the financial and turnaround
consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


MARY HOLDER: Downturn in Housing Market Cues Bankruptcy Filing
--------------------------------------------------------------
The Asbury Park Press reports that Mary Holder Agency Inc. has
filed for Chapter 11 bankruptcy in part because the downturn in
the housing market left it unable to repay a company with which it
signed a franchise agreement.

According to the report, Better Homes and Gardens Real Estate LLC
said the Spring Lake-based company owes it nearly $547,000, at
least some of which was backed by the agency's assets.

The report notes Mary Holder Agency is still operating with one
full-time employee and two real estate agents, who technically are
independent contractors, according to court papers.

Among the creditors are about 11 sales associates who are owed a
total nearly $25,000 in commissions from homes they sold before
the bankruptcy filing, according to court papers.

Mary Holder Agency, Inc., doing business as Mary Holder Realtor
Agency, Inc., formerly Better Homes and Gardens Real Estate Mary
Holder, filed a Chapter 11 bankruptcy petition (Bankr. D. N.J.
Case No. 11-34280) on Aug. 15, 2011.  The Company estimated assets
under $500,000 and debts under $1 million.  See
http://bankrupt.com/misc/njb11-34280.pdf


MAYSVILLE INC: FEP & MUNB Oppose Collateral Use, Want Dismissal
---------------------------------------------------------------
MUNB Loan Holdings, LLC and Fifteen Encore Platinum, LLC,
successor-in-interest to MUNB, object to the motion of Maysville,
Inc. for authority to use cash collateral, and ask the U.S.
Bankruptcy Court for the Southern District of Florida to dismiss
the bankruptcy case and to deny use of the Cash Collateral.

On behalf of FEP, James D. Gassenheimer, Esq., at Berger
Singerman, P.A., in Miami, Florida, points out that none of the
Debtor's pleading in its second-filed Chapter 11 case provides a
"meaningful explanation" as to what significant changes have
occurred at this single asset real estate project that should
cause the Court to give the Debtor another chance to confirm a
plan.  He notes that the Debtor was given three chances to confirm
a plan of reorganization in its first-filed Chapter 11 case.

Both FEP and MUNB assert that "this Second Bankruptcy Case
represents another bad faith attempt by the Debtor to derail the
[Court-ordered] foreclosure sale of certain units of the Platinum
Condominium and certain adjacent parcels in which the Debtor has
no equity."

Platinum Condominium is located at Biscayne Boulevard and 29th
Street in Miami, Florida.

Moreover, the Debtor has ignored a long-standing Rents Order
requiring it to deposit monthly into a certain Rents Escrow
Account for the benefit of MUNB -- and, now FEP, as successor to
MUNB -- as well as all rents and other income derived from the
Property, less certain operating expenses set forth in a Court-
approved budget, according to FEP.  The Rents Order of the State
Court required the deposit of July rents on or before Aug. 15,
2011.  By correspondence dated Aug. 22, 2011, the Debtor's counsel
has asserted that the Debtor will not make the required deposit
absent Bankruptcy Court order, Mr. Gassenheimer informs the
Bankruptcy Court.

Mr. Gassenheimer asserts that the Cash Collateral Motion should be
denied because:

     * The Debtor is collaterally stopped in this bankruptcy case
       from challenging the extent and priority of FEP's liens --
       as successor to MUNB;

     * FEP, as successor to MUNB, does not consent to the
       Debtor's use of its cash collateral; and

     * The Debtor has failed to provide FEP with the adequate
       protection to which it is entitled because (i) no equity
       cushion exists in the Property that could provide adequate
       protection to FEP, (ii) the Debtor's clear pattern of
       mismanagement of the Property and enormous transfers to
       its insiders demonstrate that any replacement lien the
       Debtor proposes to provide to FEP is worthless, (iii)
       there is no successful reorganization in prospect and the
       Debtor's case should be dismissed to permit the
       foreclosure of the Property to proceed immediately to its
       inevitable conclusion, and (iv) FEP's interests in the
       Property, Rents Escrow Account, and FEP's other cash
       collateral far exceed the ability of the Debtor to protect
       the interests.

If the Court authorizes the Debtor to use FEP's cash collateral,
the Court should prohibit the Debtor from using the cash
collateral to pay professional fees, transfers to insiders
described as "management fees" or other expenses not related to
the preservation and maintenance of the Property, Mr. Gassenheimer
says.

MUNB joins in FEP's objection and preserves its rights under the
Assignment and Assignment Order of the State Court, dated Aug. 11,
2011, whereby FEP was substituted as party plaintiff in the
Foreclosure Action as to the entire interest assigned to it by
MUNB.

                       About Maysville, Inc.

Maysville, Inc., owns and rents condominium and apartment units in
a property called the Platinum Condominium located at Biscayne
Boulevard and 29th Street in Miami, Florida.

Maysville filed its second voluntary petition under Chapter 11 on
August 11, 2011, with the U.S. Bankruptcy Court for the Southern
District of Florida (Miami) before the Hon. Laurel M. Isicoff.
The bankruptcy case is Maysville, Inc., Case No. 11-32532.

Jeffrey P. Bast, Esq., at Bast Amron LLP, in Miami, Florida --
jbast@bastamron.com -- serves as the Debtor's bankruptcy counsel.
Jeffery J. Pardo, Esq., at Pardo Gainsburg P.L., in Miami,
Florida, is the Debtor's special litigation counsel.

The Debtor disclosed $17,590,927 in assets and $25,076,637 in
liabilities.

A meeting of creditors required under Section 341(a) of the
Bankruptcy Code will be held on Sept. 13, 2011, at 11:30 a.m., at
51 SW First Ave, Room 1021, in Miami, Florida.

Deadline to file a complaint to determine dischargeability of
certain debts is November 14, 2011.  Proofs of Claim are due by
Dec. 12, 2011.


MEG ENERGY: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which MEG Energy Corp.
is a borrower traded in the secondary market at 95.04 cents-on-
the-dollar during the week ended Friday, Sept. 2, 2011, a drop of
0.71 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 22, 2018, and
carries Moody's Ba3 rating and Standard & Poor's BBB- rating.  The
loan is one of the biggest gainers and losers among 70 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

MEG Energy Corp. (Toronto: MEG) -- http://www.megenergy.com/--
engages in the development and production of sustainable in situ
oil sands in the southern Athabasca region of Alberta, Canada.
The company is developing enhanced oil recovery projects that
utilize steam assisted gravity drainage (SAGD) extraction methods.
It owns 100% working interest in approximately 800 sections of oil
sands leases, which includes the Christina Lake project and the
Surmont project covering an area of 552,960 acres in the Athabasca
region of northern Alberta.  The company also holds a 50% interest
in a dual pipeline system, which connects the Christina Lake
project to a regional upgrading, refining, and transportation hub
in the Edmonton area.  As of December 31, 2010, it had 1.9 billion
barrels of proved plus probable bitumen reserves and 3.7 billion
barrels of contingent resources.  MEG Energy Corp. was
incorporated in 1999 and is headquartered in Calgary, Canada.


MIRASOL INC: Owes Several Clients Hefty Refunds
-----------------------------------------------
Dale Quinn at Arizona Daily Star reports that Mirasol Inc. said it
owes several of its clients hefty refunds, sometimes in excess of
$10,000.

According to the report, among creditors holding the 20 largest
unsecured claims were five clients owed refunds ranging from
$3,010 to $14,490, Mirasol's voluntary bankruptcy petition says.
Generally in bankruptcy, secured claims, or those backed up with
collateral, are paid before unsecured claims, which have no
collateral.  Still, Mirasol's bankruptcy attorney Charles R. Hyde
said he's working on a way to have those clients classified
differently than other unsecured creditors so the court will allow
them a full refund.

"It is Mirasol's goal to pay them back in full," the report quotes
Mr. Hyde as saying.

The treatment facility, according to Arizona Daily Star, plans to
remain in business and eventually emerge from Chapter 11
bankruptcy, Mr. Hyde said.  A Chapter 11 filing generally protects
a debtor from legal action while it works out a way to pay back
its creditors.  Mirasaol Inc. began admitting patients in Tucson
in November 2004.  Many of its financial challenges stem from its
attempts to expand as the economy began to fall into recession and
property values declined, Mr. Hyde said.

"The downturn in the economy significantly detrimented their
business," Mr. Hyde said.

Based in Tucson, Arizona, Mirasol Inc. filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-22285) on Aug. 3, 2011.
Judge James M. Marlar presides over the case.  Charles R. Hyde,
Esq., at Law Offices of C.R. Hyde, represents the Debtor.  The
Debtor listed assets of between $500,000 and $1 million, and debts
of between $1 million and $10 million.


MISSION REAL ASSOC: Plan Confirmation Hearing Set for Sept. 14
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Sept. 14, 2011, at 10:00 a.m., to
consider confirmation of Mission Real Associates, LLC, et al.'s
Third Amended Chapter 11 Plan of Reorganization as of May 31,
2011, and re-filed on July 27, 2011.

The Court set Aug. 17, as deadline for the Debtors' counsel to
received all ballots on the Plan and/or objections to Plan
confirmation is.

The Court approved the amended disclosure statement which included
minor modifications.

According to the Disclosure Statement, the proposed Plan seeks to
accomplish payments by distributing the proceeds of the sale of
substantially all of the assets of the estate.  The funding of the
Plan will come from the Debtors' interests in non-cash assets and
cash on hand in the bankruptcy estate as of the effective date of
the Plan.  The Plan also provides for distributions to interest
holders in accordance with the respective interests and
reservation of the distributions to interest holders in instances
where there are disputes and competing claims as to those claims.

Under the Plan, each holder of Class 3 general unsecured claims
will receive cash equal to the amount of allowed claim plus
interest at the Federal Judgment Rate.

A full-text copy of the Third Amended Disclosure Statement is
available for free at

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

                  About Mission Real Associates

Los Angeles, California-based Mission Real Associates, LLC,
together with affiliates, filed for Chapter 11 bankruptcy
protection on March 31, 2010 (Bankr. Case No. C.D. Calif. 10-
22370).  Richard K. Diamond, Esq., at Danning, Gill, Diamond &
Kolitz, LLP, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and liabilities at $10 million to
$50 million.

The Debtors are three of eight limited liability companies each of
which owned an interest 9 in the Wilshire Bundy Property.
Situated on the northwest comer of Wilshire Boulevard and 10 Bundy
Drive in the Brentwood District of Los Angeles, the Wilshire Bundy
Property comprises 11 approximately 1.02 acres of land and a Class
A 14 story office building with more than 307,000 12 square feet
of office space.


MOMENTIVE PERFORMANCE: Amends $525.68MM Springing Notes Offering
----------------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission Amendment No. 1 to Form S-1
registration statement relating to the resales by holders of the
$525,687,000 9.0% Second-Priority Springing Lien Notes due 2021
issued on Nov. 5, 2010.

The Notes mature on Jan. 15, 2021.  Interest on the Notes is
payable in cash at a rate of 9.0% per annum, from the issue date
or from the most recent date to which interest has been paid or
provided for, payable semiannually to holders of record at the
close of business on January 1 or July 1 immediately preceding the
interest payment date on January 15 and July 15 of each year.

At any time prior to Jan. 15, 2016, Momentive may redeem, in whole
or in part, the Notes at a price equal to 100% of the principal
amount of the Notes redeemed plus accrued and unpaid interest and
additional interest, if any, to the redemption date and a "make-
whole" premium.  Thereafter, Momentive may redeem the Notes, in
whole or in part, at the redemption prices set forth in the
prospectus.  In addition, at any time and from time to time on or
prior to Jan. 15, 2014, Momentive may redeem up to 35% of the
aggregate principal amount of Notes with the net cash proceeds
from certain equity offerings at the redemption price of 109% of
the principal amount of the Notes redeemed plus accrued and unpaid
interest and additional interest, if any, to the redemption date.

The Notes are senior obligations of Momentive.  Each of the Notes
is guaranteed on a senior unsecured basis by each of Momentive's
existing U.S. subsidiaries that is a guarantor under its senior
secured credit facilities and each of its future U.S. subsidiaries
that guarantee any debt of the Company or Note Guarantor.

A full-text copy of the amended prospectus is available for free
at http://is.gd/EzU24V

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

The Company's balance sheet at July 3, 2011, showed $3.45 billion
in total assets, $4.07 billion in total liabilities and a $624
million total deficit.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MORGAN'S FOODS: Amends Pre-Negotiation Agreement with KFC
---------------------------------------------------------
Morgan's Foods, Inc., previously disclosed in a report on Form 8-K
filed with the SEC on May 20, 2011, that it had entered into a
Pre-negotiation Agreement with KFC Corporation for the purpose of
finalizing plans to raise capital to fund a remodeling schedule
for certain of the Company's KFC restaurants.  The Pre-negotiation
Agreement called for the final refinancing plans and an image
enhancement schedule to be approved and documented in a remodel
agreement by Aug. 31, 2011.  Discussions between the Company and
KFC concerning the remodel agreement and related matters remain
ongoing but could not be finalized by that date so on Aug. 30,
2011, the Company and KFC amended the Pre-negotiation Agreement to
extend the deadline date from Aug. 31, 2011, until Sept. 30, 2011.
While management continues to believe that the required agreement
will be reached, there can be no assurance that the Company will
be able to reach an agreement with KFC regarding image
enhancements, that the Company will complete the financial
restructuring, or that the restructuring will create the ability
for the Company to complete a satisfactory number of image
enhancements.

                       About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.

The Company reported a net loss of $988,000 on $89.9 million of
revenues for the fiscal year ended Feb. 27, 2011, compared with
net income of $396,000 on $90.5 million of revenues for the fiscal
year ended Feb. 28, 2010.

The Company's balance sheet at May 22, 2011, showed $43.03 million
in total assets, $42.62 million in total liabilities and $418,000
in total shareholders' equity.


MSR RESORT: Has Until Sept. 30 to Decided on Property Leases
------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York extended the time within which MSR
Resort Golf Course LLC and its debtor-affiliates must assume or
reject operating leases of nonresidential real property assets
until Sept. 30, 2011.

According to the Troubled Company Reporter on Aug. 4, 2011, each
of the Debtor fee owners of the resorts are parties to certain
operating leases with the Debtor operating lessees, which
are outside of the fee ownership chain.

The Debtors have determined that it would not be prudent for them
to make determinations concerning the assumption or rejection of
the Operating Leases on or before Aug. 30, 2011.  The Debtors are
attempting to reach a consensual renegotiation of the Hilton
Management Agreements.  To the extent the Debtors are unable to
reach such a resolution, they will need to seek an adjudication on
certain estoppel certificates executed by Hilton on April 11,
2007, for each of the Hilton Resorts, and complete the process of
transitioning from Hilton to a new manager.

The Debtors explained that they are restructuring their resort
management and branding agreements, and the treatment of the
operating leases is a key part of the process.

                        About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors in the
Debtors' cases.  Alston & Bird LLP represents the Committee and
Jefferies & Company, Inc., serves as financial advisor.


NAVISTAR INTERNATIONAL: To Review Impairment of $120-Mil. Assets
----------------------------------------------------------------
As disclosed by Navistar International Corporation in August, its
executive management committed to close its International truck
manufacturing plant in Chatham, Ontario, and Workhorse chassis
plant in Union City, Indiana, and to significantly scale back
operations at its Monaco RV headquarters and motor coach
manufacturing plant in Coburg, Oregon.  As a result of these
actions, as well as other factors, the Company concluded that
there was a trigger event for the review for impairment of
approximately $120 million of various long-lived assets, including
certain intangible assets, related to these facilities.  At that
time, the Company was unable to make a good faith estimate of the
amount or range of impairment charges expected to be incurred.

The Chatham and Workhorse asset groups were reviewed for
recoverability by comparing the carrying values to the estimated
future undiscounted cash flows and those carrying values were
determined to not be fully recoverable.  The Company utilized the
cost approach and market approach to determine the fair value of
certain assets within the asset groups.  The other portions of the
asset groups' fair values were based on estimates of future cash
flows developed by management.

As of Aug. 26, 2011, the Company evaluated the recoverability of
the $120 million of long-lived assets, including intangible
assets, as originally disclosed in the Company's Current Report on
Form 8-K filed on Aug. 4, 2011, and determined that the amount of
impairment charges expected to be incurred is approximately $60
million.  Relating to the Company's Chatham, Ontario plant, the
Company anticipates impairments of property and equipment of
approximately $10 million due to the closure of the facility.
Relating to the Company's Union City, Indiana plant, the Company
anticipates impairments of intangible assets of approximately $50
million due to market deterioration and reduction in demand below
previously anticipated levels.  These impairments are not expected
to result in cash outlays, and the Company expects these
impairments to be incurred during the third quarter of 2011.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at April 30, 2011, showed $9.96
billion in total assets, $10.64 billion in total liabilities, $5
million in redeemable equity securities, $84 million in
convertible debt and a $769 million total stockholders' deficit.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEWPAGE CORP: Says Luke Plant is Not For Sale Despite Bankruptcy
----------------------------------------------------------------
Matthew Bieniek at Cumberland Times-News reports that NewPage
Corp. spokeswoman Shawn Hall said the Luke plant in Luke, Mayland,
is not for sale and will remain in operation even if NewPage files
for bankruptcy/

The stage is being set for a potential bankruptcy filing.  NewPage
is seeking out special loan agreements which will give the Company
enough cash to continue operating during bankruptcy, according to
The Wall Street Journal.

Ms. Hall said he did not offer details or confirmation of the
loans, but said the Company "has retained advisors to assist us in
exploring various restructuring alternatives, including the
possibility of seeking protection under Chapter 11 ... if we were
unable to refinance our debt or generate sufficient cash flow to
service our obligations. "

The report relates that those loans may not help the jobless Nova
Scotian workers when NewPage abruptly shut down their Point
Hawkesbury Mill last week.  The future of the Canadian plant is
unclear.

The Company called the action "downtime" because of market
conditions but did not provide a date for the plant to reopen.
NewPage added that the mill in Nova Scotia was unprofitable.  The
Cape Breton Post said the plant employed 600 people and another
400 were employed in spinoff jobs, including the harvesting and
transportation of wood for the mill.

The Luke plant employs 870 people.  NewPage, based in Miamisburg,
Ohio, owns mills in several states and Canada.

The report notes Allegany County's budget would be busted if the
Luke plant closed, since the company paid $700,000 in property
taxes last year and will likely pay a similar amount this year,
said County Finance Director Jason Bennett.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is a coated paper manufacturer in
North America, based on production capacity, with $3.1 billion in
net sales for the year ended Dec. 31, 2009.  The company's
product portfolio is the broadest in North America and includes
coated freesheet, coated groundwood, supercalendered, newsprint
and specialty papers.  These papers are used for corporate
collateral, commercial printing, magazines, catalogs, books,
coupons, inserts, newspapers, packaging applications and direct
mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

The Company's balance sheet at June 30, 2011, showed $3.36 billion
in total assets, $4.24 billion in total liabilities and a $879
million total deficit.

                        Bankruptcy Warning

As reported by the Troubled Company Reporter on Aug. 22, 2011,
NewPage said in regulatory filings it has retained advisors to
assist it in exploring various restructuring alternatives and is
engaged in discussions with various stakeholders to address its
ongoing capital needs.  The Company said it cannot assure that it
will be able to refinance any of its indebtedness, or that it will
be able to do so on commercially reasonable terms.  If the Company
is unable to refinance its debt or generate sufficient cash flow
to service its obligations, the Company will be required to seek
to restructure its existing debt or to voluntarily seek, or be
forced to seek, protection under the Chapter 11 of the U.S.
Bankruptcy Code and applicable Canadian laws.

Earlier this year, NewPage hired investment bank Lazard Ltd. and
law firm Dewey & LeBoeuf to negotiate with creditors.

NewPage has filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q reporting a net loss of $132
million on $888 million of net sales for the second quarter ended
June 30, 2011, compared with a net loss of $174 million on $890
million of net sales for the same period a year ago.

                           *     *     *

NewPage has 'Caa1' long term corporate family and probability of
default ratings from Moody's.

As reported by the TCR on Aug. 17, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Miamisburg, Ohio-
based NewPage Corp. to 'CCC' from 'CCC+'.

"The rating actions follow NewPage's recently announced weaker-
than-expected operating results for the quarter ended June 30,
2011, and the decision to hold off on its previously announced
asset sales," said Standard & Poor's credit analyst Tobias
Crabtree.  "Based on our lowered 2011 EBITDA expectations and the
likelihood of no additional material assets sales over the
upcoming months, we believe NewPage could be challenged to meet
its fixed charges, including over $160 million of cash interest
expense, during the remainder of 2011.  In addition, the company
faces significant debt maturities and the maturity of its
revolving credit facility within the next year if it cannot repay
or refinance its $1 billion of second-lien notes by December
2011."


NORD RESOURCES: Inks Addendum to W. Morrison Employment Agreement
-----------------------------------------------------------------
Nord Resources Corporation and Wayne Morrison have entered into an
Addendum to Mr. Morrison's Amended and Restated Executive
Employment Agreement dated Jan. 19, 2011.  Mr. Morrison serves as
the Company's Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer.

Pursuant to the terms of the Addendum, these changes have been
made to Mr. Morrison's Executive Employment Agreement:

   (a) Additional Bonus.  The Company will pay Mr. Morrison an
       additional bonus in the amount of $300,000 at the same time
       and under the same terms and conditions as provided in that
       Section 4(e) of the Executive Employment Agreement.
       Section 4(e) of the Executive Employment Agreement provides
       that, among other things, Mr. Morrison is entitled to a
       bonus under the Company's 2010/2011 Bonus Program equal to
       50% of his base salary upon the receipt by the Company of
       sufficient funds to (i) restructure the Company's existing
       debt under the secured term-loan credit facility provided
       by Nedbank, and under the Copper Hedge Agreement with
       Nedbank Capital, and (ii) construct Leach Pad 5.

   (b) Health Insurance and Benefits.  If Mr. Morrison elects not
       to participate in the Company's health insurance plan, the
       Company will pay to Mr. Morrison, on a monthly basis, an
       amount equal to the monthly premium payment the Company
       would pay to provide health insurance for Mr. Morrison and
       his family under the Company's health insurance plan.  Such
       amount will be paid in accordance with the Company's usual
       payroll.

   (c) Life Insurance.  The Company will pay for and provide to
       Mr. Morrison a ten-year term life insurance policy with a
       death benefit in the amount of $3,000,000, insuring the
       life of Mr. Morrison as the insured thereunder.

   (d) Disability Insurance.  The Company will pay for and provide
       to Mr. Morrison a disability insurance policy in the
       highest amount for which Mr. Morrison is able to qualify in
       accordance with the underwriting requirements of the
       insurer issuing the disability insurance policy.

In addition, the Addendum provides that the Company will grant to
Mr. Morrison that number of additional non-qualified common stock
share purchase options, having a value of $100,000 as of the
Effective Date, as determined in accordance with the Black-Scholes
method of valuation, with a duration of five years, pursuant to
the Company's 2006 Stock Incentive Plan.  The Company has issued a
total of 1,194,743 Additional Options, each exercisable at an
exercise price of $0.12 per share.  One-third of the Additional
Options will vest as of the Effective Date, one-third of the
Additional Options will vest on the first anniversary of the
Effective Date, and the final one-third of the Additional Options
will vest on the second anniversary of the Effective Date.

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payment in the approximate amount of $2,150,000 that was
due on March 31, 2010 under the Company's $25,000,000 secured
term-loan credit facility with Nedbank.  Nedbank Capital has also
declined to extend the forbearance agreement regarding the
Company's failure to make the payment of $697,869 due on April 6,
2010 under the Copper Hedge Agreement between the parties.  Both
forbearance agreements expired at midnight on May 13, 2010.

The Company is now in default of its obligations under the Credit
Agreement and the Copper Hedge Agreement with Nedbank.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

The Company reported a net loss of $21.20 million on $28.64
million of net sales for the year ended Dec. 31, 2010, compared
with net income of $392,438 on $19.91 million of net sales during
the prior year.

The Company's balance sheet at June 30, 2011, showed
$59.24 million in total assets, $62.30 million in total
liabilities, and a $3.05 million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Mayer Hoffman McCann
P.C., in Phoenix, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted as of Dec. 31, 2010, and 2009, the Company reported
a deficit in net working capital of $39,929,666 and $7,652,818,
respectively.  The Company's significant historical operating
losses, lack of liquidity, and inability to make the requisite
principal and interest payments due under the terms of the
Company's credit agreement with its senior lender raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


NORTEL NETWORKS: Has $21.5 Million ERISA Suit Settlement
--------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Nortel Networks Corp. has agreed to a $21.5 million settlement of
a lawsuit accusing it of breaching the Employee Retirement Income
Security Act by offering company stock as an investment option in
an employee-benefit plan.

According to the report, the liquidating telecommunications-
equipment maker announced the settlement as it prepares for an
intercompany battle over billions of dollars raised by the sale of
its businesses in bankruptcy.

The report says the settlement ends a lawsuit accusing Nortel and
some of its leaders of running afoul of the law by offering its
own stock as an investment option in an employee benefit plan
while allegedly failing to disclose the risks the investment
carried.

Without admitting liability, Nortel said in a court filing
Thursday it believes the settlement is an "efficient and
economical resolution" of litigation that could be protracted and
costly. If approved, the pact erases a $100 million claim the
litigants filed against Nortel in its U.S. Chapter 11 proceeding,
the report notes.

Funds for the settlement will come from Chubb Insurance Co.,
according to a filing Thursday in the U.S. Bankruptcy Court in
Wilmington, Del.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.  In August 2011,
Nortel won court approval to sell its intellectual property
portfolio to a group that includes Apple Inc. and Microsoft Corp.
for $4.5 billion.

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


NORTEL NETWORKS: May Enter into 2nd Amended Tax Side Agreement
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Nortel Networks Inc., et al., to enter into
the terms and conditions of the side agreement and the second
amended tax side agreement.

As reported in the Troubled Company Reporter on Aug. 29, 2011, the
Debtors asked the Court to approve:

   (a) A certain Supplemental IP Transaction Side Agreement re
       Certain Transaction Costs and Related Matters, dated July
       27, 2011 -- the Side Agreement -- among (i) NNI, Nortel
       Networks Limited, Nortel Networks Corporation, Nortel
       Networks UK Limited, Nortel Networks (Ireland) Limited,
       Nortel Networks S.A., Nortel Networks France S.A.S. and
       Nortel GmbH, and certain other entities -- as Sellers; and
       (ii) the Joint Administrators and the French Liquidator;
       and

   (b) A certain Second Amended and Restated IP Transaction Side
       Agreement re Certain Structural Matters, dated July 27,
       2011 -- Second Amended Tax Side Agreement -- among (i)
       NNI, NNL, NNC, NNUK, Nortel Networks (Ireland) Limited,
       NNSA, Nortel Networks France S.A.S. and Nortel GmbH, and
       certain other entities, and (ii) the Joint Administrators
       and the French Liquidator.

On the Petition Date, the Debtors' ultimate corporate parent NNC,
NNI's direct corporate parent NNL and their affiliates, including
the Debtors -- collectively, Nortel -- and certain of their
Canadian affiliates -- the Canadian Debtors -- commenced a
proceeding with the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act (Canada), seeking relief from
their creditors.  Ernst & Young Inc. was appointed by the Canadian
Court as monitor.

Also on the Petition Date, the High Court of England and Wales
placed 19 of Nortel's European affiliates -- the EMEA Debtors --
into administration under the control of individuals from Ernst &
Young LLP -- the Joint Administrators.

Other Nortel affiliates have commenced and in the future may
commence additional creditor protection, insolvency and
dissolution proceedings around the world.

Since the Petition Date, Nortel has sold its business units and
other assets to various purchasers.

                          Side Agreement

The Debtors and certain other Nortel entities have negotiated the
Side Agreement to address certain issues among the parties,
including the allocation of certain costs incurred or that my
potentially be incurred as part of the proposed transaction with
the Rockstar Bido, LP.

The Side Agreement was negotiated (i) in connection to the
Debtors' entry into an asset sale agreement, dated June 30, 2011,
for the sale of their interest in Nortel's residual patents to
Rockstar Bidco, LP, which Sale was approved by the Bankruptcy
Court on July 11, 2011; and (ii) pursuant to the framework set
forth in a certain Interim Funding and Settlement Agreement, dated
June 9, 2009, among the Debtors, the Canadian Debtors, the EMEA
Debtors, and the Joint Administrators, governing certain
intercompany matters.

The salient terms of the Side Agreement include:

     * The Parties have agreed -- except as otherwise provided in
       the Side Agreement, the Signing Side Agreement or the
       Auction Side Agreement -- that the "Total Proceeds" will
       be allocated and distributed in accordance with the
       "Allocation Rules," the Side Agreement, and the
       Distribution Escrow Agreement;

     * The Parties have agreed that the Total Proceeds do not
       include amounts of or in respect of VAT or Transfer Taxes
       paid or payable by the Purchaser or, if relevant, any of
       the Purchaser's limited partners to the Sellers, Joint
       Administrators or French Liquidator pursuant to the terms
       of the Sale Agreement;

     * To the extent that there are funds available in the
       Distribution Escrow Account that are attributable to the
       Transaction, the obligation of the Sellers to make any
       payment that constitutes part of the Total Payments will
       be satisfied by causing the Distribution Agent to pay the
       relevant amount out of the Distribution Escrow Account;

     * To the extent that any payment that constitutes part of
       the Total Payments cannot be satisfied by payment out of
       the Distribution Escrow Account or is required to be paid
       before the closing date, any amounts actually paid by any
       Seller to the Distribution Agent or any other Person, as
       applicable, will be deducted from any subsequent amounts
       payable or paid into the Distribution Escrow Account, and
       will be paid directly to the Seller that made the relevant
       payment;

     * The Parties reserve all rights in respect of expenses,
       damages, and all other liabilities incurred in connection
       with the performance of their obligations under or
       pursuant to the Sale Agreement or the Transaction
       Documents, and, in particular, whether these expenses,
       damages, and other liabilities should be deducted from the
       Total Proceeds, or otherwise considered in connection with
       a distribution to the Sellers;

     * The Parties have agreed that the amount necessary to fully
       reimburse NNL, NNI and NNUK for all Global IP Costs paid
       by NNL, NNI and NNUK as of the closing of the Transaction,
       which amounts equal $2,679,027 reimbursable to NNL,
       $804,676 reimbursable to NNI, and $893,742 reimbursable to
       NNUK, will be deducted from the Total Proceeds payable by
       the Purchaser at the closing of the Transaction; and

     * After the closing of the Transaction, the obligation of
       any Nortel Debtor to make a distribution or payment on
       account of Global IP Costs will be satisfied by causing
       the Distribution Escrow Agent to pay the relevant amount
       out of the Distribution Escrow Account to Global IP.  The
       Parties further agree that should the Transaction fail to
       be consummated, nothing in the Side Agreement will
       prejudice NNL's, NNI's or NNUK's rights to seek
       reimbursement of the Global IP Costs from the other Nortel
       Debtors, including any rights arising under existing
       agreements.  This provision of the Side Agreement
       supersedes Paragraph 10 of the Signing Side Agreement in
       its entirety.

                Second Amended Tax Side Agreement

The Sellers entered into an Amended and Restated IP Transaction
Side Agreement Re: Certain Structural Matters, dated Junen 29,
2011, in connection with the Sale Agreement.  The Bankruptcy Court
authorized the Tax Side Agreement on July 11, 2011.

The Second Amended Tax Side Agreement amends and restates the Tax
Side Agreement in its entirety.

While the amendments to the Tax Side Agreement, as embodied in the
Second Amended Tax Side Agreement are largely conforming changes
to the amendment to the Sale Agreement, the Debtors seek approval
of the Second Amended Tax Side Agreement in an abundance of
caution.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.

In June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco,
LP, a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July.

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


NOVELIS INC: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Novelis, Inc., is
a borrower traded in the secondary market at 94.45 cents-on-the-
dollar during the week ended Friday, Sept. 2, 2011, a drop of 1.24
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 10, 2017.
Moody's has withdrawn its rating while it carries Standard &
Poor's BB- rating.  The loan is one of the biggest gainers and
losers among 70 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Novelis, Inc., -- http://www.novelis.com/-- a 2005 spin-off of
what is now called Rio Tinto Alcan, manufactures aluminum rolled
semi-finished products primarily used by the construction and
industrial, foil products, transportation, and beverage and food
can industries.  The rolled aluminum is made with alloy mixtures
in a range of hardnesses, thicknesses, and widths, with various
coatings and finishes designed specifically for its end-use
segments.  The company also recycles more than 35 billion beverage
cans annually.  India's Hindalco Industries, part of the Aditya
Birla Group, owns Novelis.


NY RACING: Cleared From Employment Discrimination Lawsuit
---------------------------------------------------------
District Judge Lawrence E. Kahn dismissed the New York Racing
Association, Inc., and its managers from an employment
discrimination lawsuit commenced by Jose S. Garcia.  The complaint
names six defendants, including: the New York Racing Association,
Inc.; Peter Goulet, a facilities manager at the Saratoga Race
Course; Chuck Dwyer, supervisor of the barn crew; Richard Koch,
one of the Plaintiff's managers; David Smuckler, Senior Vice-
President for Human Resources of NYRA; and the International
Brotherhood of Electrical Workers, Local Union 3.  The Plaintiff
seeks damages including back pay, front pay, compensation for the
emotional harm he has suffered, and all reasonable attorneys'
fees. The Plaintiff also seeks punitive damages, claiming that the
Defendants acted with malice and/or reckless disregard of his
civil rights.  In the same order, the Court denied the IBEW's
motion to dismiss.

The lawsuit is JOSE S. GARCIA, v. NEW YORK RACING ASSOCIATION,
INC.; PETER GOULET; CHUCK DWYER; RICHARD KOCH; DAVID SMUCKLER;
INTERNATIONAL BROTHERHOOD of ELECTRICAL WORKERS, LOCAL UNION 3,
No. 1:10-cv-01092 (N.D.N.Y.).  A copy of the Court's Aug. 29, 2011
Memorandum-Decision and Order is available at http://is.gd/xVOpUF
from Leagle.com.

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The Company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq. -- igoldstein@dl.com -- at Dewey
Ballantine LLP, nka Dewey & Leboeuf LLP, represented the Debtor in
its restructuring efforts.  The Garden City Group Inc.  served as
the Debtor's claims and noticing agent.  The U.S. Trustee for
Region 2 appointed an Official Committee of Unsecured Creditors.
Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey N. Rich,
Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP, nka K&L
Gates LLP, represented the Committee.  When the Debtor sought
protection from its creditors, it listed assets of $153 million
and debts of $310 million.  NYRA's Modified Third Amended Plan was
confirmed on April 28, 2008.


OLD CORKSCREW: Taps Arcadia as Citrus Growing Managers
------------------------------------------------------
Old Corkscrew Plantation, LLC, and its debtor affiliates sought
and obtained authority from the U.S. Bankruptcy Court for the
Middle District of Florida, Fort Myers Division, to employ Arcadia
Citrus Enterprises, Inc., as manager of their citrus growing
properties.

The services to be provided by Arcadia include providing "all
labor and services needed to grow and harvest the Crop," create a
harvest schedule, commence and continue applicable planting and
cultivation activities, infestation and diseases to the citrus
crop and maintain security.

The Debtors will pay to Arcadia a $5 as fee for services rendered
per care of property for the preceding month's services.  The
management fees includes all of Arcadia's general and central
office overhead expenses, including postpage, express mail, and
long distance telephone charges, as well as office employees
necessary to be employed in the normal management and operation of
the Debtor's properties.

Arcadia will indemnify the Debtors from all claims, which may be
incurred by the Debtors, including their reasonable attorneys'
fees and costs, which arise as a result of the disposal of any
pollutants which violate environmental laws and are caused by
Arcadia with respect to the Debtors' property during the term of
its employment with the Debtors.

                About Old Corkscrew Plantation LLC

Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts.  Old Corkscrew sought Chapter 11 protection along with its
affiliates.  The Debtors' orange groves are valued at $24 million.
Peter Steven Singerman, Esq. -- singerman@bergersingerman.com --
at Berger Singerman P.A., and Donald G. Scott, Esq., --
dscott@mcdowellrice.com -- at McDowell, Rice, Smith & Buchanan, in
Kansas City, Missouri, serve as the Debtors' bankruptcy counsel.
Scott Westlake, the Debtors' managing member, signed the petition.
Mr. Westlake is also listed as the Debtors' largest unsecured
creditor, with $4,827,906 owed.  Another $338,511 debt is owed to
Scott and Vicki Westlake.


OLD CORKSCREW: Employs Berger Singerman as Bankruptcy Counsel
-------------------------------------------------------------
Old Corkscrew Plantation, LLC, and its debtor affiliates sought
and obtained authority from the U.S. Bankruptcy Court for the
Middle District of Florida, Fort Myers Division, to employ Berger
Singerman, P.A., as their bankruptcy counsel.

Berger Singerman will, among other things, serve as the Debtors'
general bankruptcy co-counsel with McDowell, Rice, Smith &
Buchanan, P.C., and as local Florida counsel.

The firm will be paid its currently hourly rates, which range from
$225 to $625.

                About Old Corkscrew Plantation LLC

Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts.  Old Corkscrew sought Chapter 11 protection along with its
affiliates.  Donald G. Scott, Esq., -- dscott@mcdowellrice.com --
at McDowell, Rice, Smith & Buchanan, in Kansas City, Missouri,
serves as the Debtors' bankruptcy co-counsel.  The Debtors' orange
groves are valued at $24 million.  Scott Westlake, the Debtors'
managing member, signed the petition.  Mr. Westlake is also listed
as the Debtors' largest unsecured creditor, with $4,827,906 owed.
Another $338,511 debt is owed to Scott and Vicki Westlake.


OLSEN'S MILL: Archer Daniels to Acquire Grain Elevators
-------------------------------------------------------
Rick Romell at Journal Sentinel reports that Archer Daniels
Midland Co. will acquire the Wisconsin grain elevators run by
Olsen's Mill Inc. before it was forced into receivership in early
2009.

The purchase makes the Decatur, Ill., food-processing firm one of
the major grain handlers in Wisconsin, a state where it has only
limited operations, according to the report.  The elevators can
store up to 20 million bushels.

No price was disclosed.  However, Journal Sentinel says that the
sale of the elevators will generate more money for the creditors
of Olsen's, chiefly French bank BNP Paribas.

BNP Paribas led a lending group that was owed $58 million when
Olsen's entered receivership, Journal Sentinel notes.  A
subsequent court-approved sale of the troubled firm for $20
million yielded about $9 million for the banks -- less than 20% of
what they were owed, Journal Sentinel relates.

In early July, however, the Wisconsin Supreme Court said BNP
Paribas, which had objected to the receivership sale, should have
had veto rights over it, Journal Sentinel relays.

The report says that the court directed the circuit judge to see
about increasing the banks' compensation.  That paved the way for
the deal ADM announced, the report notes.

ADM will acquire nine elevators across southern and central
Wisconsin and lease a 10th in Green Bay.


OMEGA NAVIGATION: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Baytown Navigation Inc., a debtor-affiliate of Omega Navigation
Enterprises Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $56,666,577
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $278,942,378
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $449,662
                                 -----------      -----------
        TOTAL                    $56,666,577     $279,392,040

Debtor-affiliates also filed their respective schedules,
disclosing:

   Name of Company                       Assets    Liabilities
   ---------------                       ------    -----------
Omega Navigation (USA) LLC                 $791             $0
Omega Navigation Enterprises Inc.      $256,980   $524,458,579
Galveston Navigation Inc.           $50,354,000   $279,560,948
Fulton Navigation Inc.              $50,539,645   $279,108,861
Elgin Navigation Inc.               $51,145,849   $279,175,336
Decatur Navigation Inc.             $42,232,027   $279,323,201
Carrolton Navigation Inc.           $42,306,299   $279,554,903
Beaumont Navigation Inc.            $52,042,742   $279,593,645
Orange Navigation Inc.              $55,123,550   $279,387,132

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Bracewell & Giuliani LLP serves as counsel to the Debtors.  Seward
& Kissel serves as special counsel.  Jefferies & Company, Inc. is
the financial advisor.


OTERO COUNTY: Has Access to BofA Cash Collateral Until Feb. 16
--------------------------------------------------------------
On Aug. 17, 2011, the U.S. Bankruptcy Court for the District of
New Mexico approved the stipulation between Otero County Hospital
Association Inc. and Bank of America, N.A., authorizing the Debtor
to use cash collateral.

The Stipulation will terminate on the earliest to occur of (a)
Feb. 16, 2012, or (b) the occurrence of a "termination event";
provided, however, that, so long as no termination event has
occurred or is continuing, the Term may be extended for two
consecutive periods of three months each if the Bank agrees in
writing to any such extension.

The Debtor will pay to the Bank a stipulation fee in the amount of
$225,000 within two (2) business days of the entry of a
Stipulation Approval Order approving the Stipulation Fee on a
final basis.

The Stipulation authorizes, inter alia, the Debtor to perform its
obligations under the Lease and the Prepetition Financing
Documents, including by paying all amounts due on the Bonds when
due.

As adequate protection, the Bank will have and is granted the
Replacement Liens in all assets and property of the Debtor and all
proceeds, rents, products, or profits, subject to a Carve-Out,
which includes required payments of U.S. Trustee's fees as well as
estate professional fees not to exceed $250,000.

To the extent the Replacement Liens are insufficient to protect
Bank's interests in the Prepetition Collateral, the Bank is
granted and will have an allowed superpriority claim as provided
under Section 507(b) of the Bankruptcy Code.

A final hearing on the Motion to consider approval of the
Stipulation on a final basis will be held on Sept. 8, 2011, at
9:00 a.m. before the Court.

Any party in interest objecting to the Court's entry of a final
order approving the Stipulation as requested by the Debtor will
file a written objection with the Court on or before Sept. 6,
2011, at 12:00 p.m.

                         Background Facts

In 2007 the Debtor entered into a series of agreements to obtain
approximately $38 million in financing.  The financing was raised
in a municipal bond offering made by the City of Alamogordo.  In
exchange, the Debtor transferred the Hospital, including the real
property upon which the Hospital is located, to the City and
agreed to lease it back pursuant to the terms of a lease
agreement.

As further security for the bond offering, the Debtor obtained a
letter of credit from the Bank in favor of the indenture trustee
for the bonds.  The Debtor is obligated to reimburse the Bank for
draws made on the letter of credit pursuant to the terms of a
reimbursement agreement.  Such obligations, in turn, are secured,
among other things, by the hospital and the equipment and supplies
located therein.

The trust indenture gives the Bank the right to cause the
indenture trustee to redeem the bonds through a draw on the letter
of credit upon the occurrence of an "Event of Default" under the
reimbursement agreement.  Events of Default include the Debtor's
commencement of a Chapter 11 case and the failure of the Debtor to
maintain 110 days "cash on hand" (as defined in Section 5.1(q) of
the Reimbursement Agreement).

In order to prevent the acceleration of the bonds as a result of
the commencement of the Debtor's Chapter 11 case, the Debtor
contacted the Bank and attempted to negotiate an adequate
protection stipulation that would prevent the redemption of the
bonds while the Debtor attempted to resolve the Lawsuits in an
fair and equitable manner.  The Stipulation embodies the tentative
agreement of the parties.

The Lawsuits refer to the onslaught of personal injury lawsuits
stemming from a series of procedures performed at the Hospital
that were filed between 2006 and 2008 against the Debtor, along
with Quorum Health Resources, LLC, and a number of other
defendants.  QHR runs the day to day management of the Hospital
and its other healthcare services.

Counsel for Bank of America may be reached at:

     Edward A. Mazel, Esq.
     ARLAND & ASSOCIATES, LLC
     201 Third Street N.W., Suite 505
     Albuquerque, NM 87102
     Tel: (505)-338-4057
     Fax: (505) 338-4061
     E-mail: emazel@thearlandlawfirm.com

                   About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011, listing as assets of as much as $500
million and debt of as much as $100 million.  The Alamogordo, New
Mexico-based nonprofit developed and operates the Gerald Champion
Regional Medical Center.  GCRMC serves a total population of
approximately 70,000 people.

Otero County Hospital Association also does business as Mountain
View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The petition was signed by William Morgan Hay, chief financial
officer.


OTERO COUNTY: Taps White & Case as Lead Bankruptcy Counsel
----------------------------------------------------------
Otero County Hospital Association Inc. asks the U.S. Bankruptcy
Court for the District of New Mexico for authorization to employ
White & Case LLP as its attorneys retroactive to the Petition
Date.

W&C will represent the Debtor is coordination with John D. Wheeler
& Associates, PC, a new Mexico law firm.  As lead counsel, W&C
will, among others:

a. represent and render legal advice to the Debtor regarding all
   aspects of this bankruptcy case, including, without
   limitation, the continued operation of Debtor's businesses,
   meetings of creditors, claims objections, adversary
   proceedings, plan confirmation and all hearings before the
   Bankruptcy Court;

b. take all necessary actions to protect and preserve the Debtor's
   estate, including the prosecution of actions on the Debtor's
   behalf, the defense of any actions commenced against the
   Debtor, the negotiation of disputes in which the Debtor is
   involved, and the preparation of objections to claims filed
   against the Debtor's estate; and

c. provide legal advice with respect to the Debtor's powers and
   duties as debtor in possession in the continued operation of
   its businesses;

To the best of the Debtor's knowledge, information, and belief,
after making reasonable inquiry, W&C has no connection with or any
interest adverse to the Debtor, its creditors, or any other party
in interest, or its respective attorneys and accountants, the
United States Trustee for the District of New Mexico, or any
person employed in the Office of the United States Trustee, and
that W&C is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The Debtor proposes to pay W&C its customary hourly rates for
services rendered that are in effect at the time the services were
performed.

                   About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011, listing as assets of as much as $500
million and debt of as much as $100 million.  The Alamogordo, New
Mexico-based nonprofit developed and operates the Gerald Champion
Regional Medical Center.  GCRMC serves a total population of
approximately 70,000 people.

Otero County Hospital Association also does business as Mountain
View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The petition was signed by William Morgan Hay, chief financial
officer.


OTERO COUNTY: Asks Court to Approve KCC as Claims Agent
-------------------------------------------------------
Otero County Hospital Association Inc. asks the U.S. Bankruptcy
Court for the District of New Mexico to authorize and approve the
appointment of Kurtzman Carson Consultants LLC as Noticing, Claims
and Balloting Agent as of the Petition Date.

KCC will, among others, (i) serve as the Court's noticing agent to
mail certain notices to the Debtor's creditors and parties in
interest; (ii) provide computerized claims, claims objection and
balloting services; and (iii) provide expertise, consultation,
assistance in claim and ballot processing and other administrative
services related to the Bankruptcy Case.

The Debtor proposes to pay KCC its customary hourly rates for
services rendered that are in effect from time to time, as set
forth in the Services Agreement, and to reimburse KCC according to
its customary reimbursement policies, and submits that such rates
are reasonable.

Albert Kass, KCC's Vice President of Corporate Restructuring
Services, assures the Bankruptcy Court that KCC neither holds nor
represents an interest materially adverse to the Debtor's estate
nor has a connection to the Debtor, its creditors or their related
parties with respect to any matter for which KCC will be employed.

                   About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011, listing as assets of as much as $500
million and debt of as much as $100 million.  The Alamogordo, New
Mexico-based nonprofit developed and operates the Gerald Champion
Regional Medical Center.  GCRMC serves a total population of
approximately 70,000 people.

Otero County Hospital Association also does business as Mountain
View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The petition was signed by William Morgan Hay, chief financial
officer.


P&C POULTRY: Plan Outline Hearing Continued Until Sept. 14
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation continuing until Sept. 14, 2011, at
9:30 a.m., the hearing to consider adequacy of the Disclosure
Statement explaining P&C Poultry Distributors, Inc., and Custom
Processors, Inc.'s Chapter 11 Plan of Reorganization.  The
deadline for the Debtors to file and serve a reply will also be
extended until Sept. 7, 2011.

The stipulation was entered among the Debtors, East West Bank, the
Official Committee of Creditors Holding Unsecured Claims, the
Office of the U.S. Trustee, and County Sanitation District No. 21
of Los Angeles County.

The Debtors will begin soliciting votes on the Plan following
approval of the Disclosure Statement.

At the hearing, the Court will also consider objections to the
Disclosure Statement.

The U.S. Trustee for Region 16 requested that the Court require an
amendment of the Disclosure Statement and Plan to address certain
concerns on the Disclosure Statement.  The U.S. Trustee contended
that the Disclosure Statement does not contain adequate
information, noting that, among other things:

   -- the Debtor did not affirmatively state whether there are any
      preferences and fraudulent transfers;

   -- the Debtor has disbursed an increased amount to certain
      insiders for payment of health insurance -- in particular:
      $2,450/ month for Michael Bennish and $2,198/month for
      Daniel Bennish; and

   -- the Debtor must specifically explain which it begins paying
      expense of $49,800 each month starting Oct. 2011.

In a separate motion, the Committee said that the Court must deny
the Debtors' Disclosure Statement because it lacked adequate
information.  The Committee related that the Disclosure Statement
does not disclose, among other things:

   -- amounts owed under the court approved postpetition financing
      arrangement;

   -- the postpetition ordinary course payables
      that will be due and owing on the Effective Date of the
      Plan; and

   -- the Employment of post-confirmation management.

As reported in the Troubled Company Reporter on July 29, 2011,
according to the Disclosure Statement, the Plan will be funded by
cash on hand as of the effective date and the Reorganized Debtor's
post confirmation business operations and earnings.  The
Reorganized Debtor's post confirmation board of directors will be
comprised of Michael Bennish, Daniel Bennish and Bruce Weinstein.

Under the Plan, East West Bank's secured claim be allowed in the
amount of $8,900,000, which amount will accrue interest at 6% per
annum, will be fully amortized over 10 year and will be all due
and payable on the fifth anniversary of the effective date.  East
West Bank will receive monthly payments of $98,808.

Priority claims will be paid in full under the Plan.

Some or all of the Debtors' unexpired leases and executory
contracts will be assumed upon Plan confirmation.

General unsecured non-insider creditors, which the Debtor
currently estimate will total $16,500,000 in allowed claims as of
the Petition Date, will receive payments on their claims equal to
10% of each allowed claims.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/P&CPOULTRY_DS.pdf

The Committee is represented by:

         Scott E. Blakeley, Esq.
         Ronald A. Clifford, Esq.
         BLAKELEY & BLAKELEY LLP
         2 Park Plaza, Suite 400
         Irvine, CA 92614
         Tel: (949) 260-0611
         Fax: (949) 260-0613
         E-mail: seb@blakeleyllp.com
                 rclifford@blakeleyllp.com

East West Bank is represented by:

         J. Alexandra Rhim, Esq.
         Scott O. Smith, Esq.
         BUCHALTER NEMER
         1000 Wilshire Boulevard, Suite 1500
         Los Angeles, CA 90017-2457
         E-mails: rhim@buchalter.com
                  ssmith@buchalter.com

County Sanitation District No. 21 Of Los Angeles County

         Johanna A. Sanchez, Esq.
         LEWIS BRISBOIS BISGAARD & SMITH LLP
         221 North Figueroa Street, Suite 1200
         Los Angeles, CA 90012
         E-mail: jasanchez@lbbslaw.com

              About P&C Poultry and Custom Processors

City of Industry, California-based P&C Poultry Distributors, Inc.,
and its affiliate Custom Processors, Inc., are a further processes
and distributes processed poultry products operating out of a
U.S.D.A.-certified facility in the City of Industry, California.
P&C produces value-added frozen and fresh poultry products for
re-sale to major fast food restaurant chains and casual dining
services, including CKE Restaurants, Inc. (Carl's Jr., Hardee's),
Yum! Brands, Inc. (KFC, Taco Bell), the Carlson Companies (Pickup
Stix, T.G.I. Friday's) and Daphne's Greek Cafe.

P&C filed for Chapter 11 bankruptcy protection on Aug. 27, 2010
(Bankr. C.D. Calif. Case No. 10-46350).  Brian L. Davidoff, Esq.,
C. John M. Melissinos, Esq., David Y. Joe, Esq., and Claire E.
Shin, Esq., at Los Angeles, Calif., represent the Debtors.  The
Debtor estimated assets and debts at $10 million to $50 million.
Custom Processors filed a separate Chapter 11 petition on the same
day. The cases are jointly administered.

Scott Blakeley, Esq., at Blakely & Blakeley LLP, in Irvine,
Calif., represents the creditors' committee.


PARAMOUNT LIMITED: Receiver Ready to Collect, Wants Case Dismissal
------------------------------------------------------------------
Paramount Limited, LLC, et al., ask the U.S. Bankruptcy Court for
the Eastern District of Michigan to dismiss their Chapter 11
cases.

The Debtors relate that James V. McTevia, the receiver, already
has an established framework to collect Debtors' receivables.

The Debtor also state that there is no reasonable likelihood of
being able to rehabilitate their business where they will in a
position where they would be able to reorganize and propose a
confirmable Plan.

As reported in the Troubled Company Reporter on Aug. 10, 2011, the
Police & Fire Retirement System of the City of Detroit, Michigan,
and McTevia & Associates, the court-appointed receiver, requested
that the Court dismiss the Debtor's case.

The receiver contended there is no likelihood that the Debtors can
reorganize under Chapter 11 and that the bankruptcy case was filed
in bad faith.  The Pension Fund asserted the Debtors are incapable
of operating their business.

                     About Paramount Limited

Paramount Limited LLC was an investor in distressed real estate.
Paramount Limited and three other affiliates sought Chapter 11
bankruptcy protection (Bankr. E.D. Mich. Lead Case No. 11-59829)
on July 21, 2011, after a state court appointed McTevia &
Associates as receiver to take over.  The receiver was appointed
at the behest of the Police and Fire Retirement System of the city
of Detroit, one of Paramount's unsecured creditors, with $13.2
million owed.  The Retirement System said Paramount was "a classic
Ponzi scheme."

Judge Thomas J. Tucker presides over the case.  Gene R. Kohut of
Kohut Management Group, LLC, has been tapped to serve as their
Chief Restructuring Officer.  Stephen M. Gross, Esq., and Jayson
Russ, Esq., at McDonald Hopkins Plc, serve as bankruptcy counsel.
Paramount Limited estimated assets of more than $10 million and
debt of less than $10 million.  The petition was signed by Abner
McWhorter, Paramount's managing member.

Affiliates that simultaneously sought Chapter 11 protection are
Paramount Land Holdings, LLC; Paramount Servicing, LLC; and
Paramount Land Holdings, LLC.

The receiver is represented by Couzens Lansky Fealk Ellis Roeder &
Lazar P.C.  The Police and Fire Retirement System is represented
by Racine & Associates.

A committee of creditors holding unsecured claims has not been
appointed.  No chapter 11 trustee or examiner has been appointed
in the case.


PEGASUS RURAL: Bondholders Seek Trustee in Chapter 11
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that bondholders owed $60 million
are calling for a trustee to take over Pegasus Rural Broadband
LLC's Chapter 11 case on the grounds it's tainted with bad faith.

                      About Pegasus Rural

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.


PERCY MILLER: Harris & Ruble Updates on Case
--------------------------------------------
Harris & Ruble, counsel for the "Uncle P" crew, have acted to
place Percy Miller, a/k/a "Master P" and "Monstahh," in personal
bankruptcy.  Previously Miller had placed his No Limit Records
under bankruptcy protection.  The successor, No Limit Forever
Records, is now purportedly owned by Miller's son, "Lil' Romeo."
The present Miller bankruptcy has its roots in the insolvency
related to "Uncle P," a Lil' Romeo motion picture. Although the
Master P film, staring Lil' Romeo, was released in 2007, to this
date the crew remains unpaid for their work.


PIEDMONT CENTER: Directed to File Plan & Disclosures by Nov. 9
--------------------------------------------------------------
To ensure that the case is handled expeditiously, the U.S.
Bankruptcy Court for the Eastern District of North Carolina has
ordered Piedmont Center Investments, LLC, to file a plan and
disclosure statement no later than Nov. 9, 2011.

Piedmont Center Investments, LLC, is a North Carolina limited
liability company engaged in the leasing and management of its
realty property business with its principal office in Raleigh,
North Carolina.  The Debtor is the owner and manager of seven
shopping centers located in (i) Graham, Alamance County, North
Carolina; (ii) Mebane, Alamance County, North Carolina; (iii)
Pittsboro, Chatham County, North Carolina; (iv) Gibsonville,
Guilford County, North Carolina; (v) Murfreesboro, Hertford
County, North Carolina; (vi) Nashville, Nash County, North
Carolina; and (vii) Roxboro, Person County, North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition for
Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No. 11-
06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at Stubbs
& Perdue, P.A., in New Bern, North Carolina, serves as counsel to
the Debtor.  In its schedules, the Debtor disclosed $27.2 million
in assets and $15.5 million in liabilities.


PIEDMONT CENTER: Has Emergency Motion to Use Cash Collateral
------------------------------------------------------------
Piedmont Center Investments, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of North Carolina to approve its
emergency motion to use cash collateral of its two primary secured
creditors, Business Partners, LLC, and KeySource Commercial Bank,
in order to allow it to remain in business.

The Debtor proposes that Business Partners and Keysource should be
allowed, as adequate protection for the Debtor's use of their cash
collateral, a post-petition replacement lien and security interest
on the rents to which its liens attached prepetition, to the same
extent and with the same validity and priority as existed
on the Petition Date.

KeySource, owed in the principal amount of $3,800,000, which
obligation is secured by the Debtor's real property commonly known
as the Mebane Shopping Center, located at 101-105 South 5th
Street, N.C., objects to the use of its cash collateral.

KeySource says a replacement is insufficient to adequately protect
its interest in the rents.  It therefore requests the Court to
deny the motion and to order that its interest be adequately
protected.

Counsel for KeySource may be reached at:

     James B. Angell, Esq.
     Nicolas C. Brown, Esq.
     HOWARD, STALLINGS, FROM & HUTSON, P.A.
     P.O. Box 12347
     Raleigh, NC 2760502347
     Tel: (919) 821-7700
     Fax: (919) 821-7703

Piedmont Center Investments, LLC, is a North Carolina limited
liability company engaged in the leasing and management of its
realty property business with its principal office in Raleigh,
North Carolina.  The Debtor is the owner and manager of seven
shopping centers located in (i) Graham, Alamance County, North
Carolina; (ii) Mebane, Alamance County, North Carolina; (iii)
Pittsboro, Chatham County, North Carolina; (iv) Gibsonville,
Guilford County, North Carolina; (v) Murfreesboro, Hertford
County, North Carolina; (vi) Nashville, Nash County, North
Carolina; and (vii) Roxboro, Person County, North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition for
Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No. 11-
06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at Stubbs
& Perdue, P.A., in New Bern, North Carolina, serves as counsel to
the Debtor.  In its schedules, the Debtor disclosed $27.2 million
in assets and $15.5 million in liabilities.


PRIVATE MEDIA: Files Emergency Writ to Block Receivership
---------------------------------------------------------
Rhett Pardon at XBIZ.com reports that Private Media Group has
formally filed with the Nevada Supreme Court an emergency writ to
stay the motion for receivership, claiming the judge in the case
abused her discretion in appointing a receiver.

The appointment of a receiver for the multinational adult
entertainment company is potentially damning, Private counsel
said, and already the receiver -- Sureflix unit Chief Executive
Officer Eric Johnson -- hasn't wasted any time in exercising his
authority, including with its finances, according to the report.

The report notes that Private said in its emergency writ to the
Nevada Supreme Court that Johnson's "first act as receiver may be
all that is required to destroy this company and its
subsidiaries."

Private said it wants the motion for receivership vacated because
the appointment of a receiver is not authorized under Nevada
corporate statutes and that Clark County Judge Elizabeth Gonzalez
abused her discretion in setting forth "a remedy that is unduly
harsh," XBIZ.com discloses.

"The unduly harsh remedy of appointing a receiver would create
further disruption, likely resulting in an additional reduction of
the stock price and the appointment could jeopardize and disrupt
relations with vendors and customer, and lead to delisting from
Nasdaq and the calling of loans," Private said in its motion
obtained by the news agency.

XBIZ.com relays that Private, which has criticized the judge for
"personal bias," also said that Judge Gonzalez already knew and
openly discussed the action she was going to take before the day
of the hearing.

When Judge Gonzalez gave Johnson, a Private shareholder and
Sureflix division CEO, the reins of Private, she gave the newly
appointed receiver the immediate, free-wielding authority to
exercise dominant control over the company, including the removal
of directors and officers.

Judge Gonzalez's ruling was frank and could lead to organizational
changes and ousters within the company, which has nearly 20
divisions, XBIZ.com notes.

The report says that the following day after the receivership was
ordered, Private said in a filing with the Securities and Exchange
Commission that the board would remain intact until the next
shareholders vote at a later date.

The appointment of Mr. Johnson as receiver and surrounding legal
claims taking place at Clark County District Court are the result
of litigation between former Chief Executive Officer Ilan
Bunimovitz and Private since his firing in July 2010, XBIZ.com
says.

In the suit, XBIZ.com relates Mr. Bunimovitz claims he was
terminated for demanding a probe of Chief Executive Officer Berth
Milton's alleged "self-dealing" transactions that total $10
million.

Mr. Bunimovitz's lawsuit, which included Private creditor and co-
plaintiff Consipio Holding BV, alleges mismanagement of the
company's business by three Private directors and Milton, XBIZ.com
notes.  Mr. Bunimovitz continues to have a vested interest in the
stock.

Private counsel is hoping the Nevada Supreme Court hears oral
arguments on the emergency writ on Sept. 8, when another Private
appeals another matter in the case, XBIZ.com adds.


PROGNOZ SILVER: Moscow Terminated Bankruptcy, Says High River
-------------------------------------------------------------
High River Gold Mines Ltd. was informed that the Arbitration Court
of the City of Moscow terminated the official bankruptcy
proceedings for Prognoz Silver LLC in connection with the
application of Prognoz Silver claiming that the criteria of
bankruptcy are no longer in place.  As previously disclosed, the
application to put Prognoz Silver into bankruptcy was initially
filed by Prognoz Silver itself.  High River holds a 50% indirect
interest in Prognoz Silver, which operates the Prognoz silver
project in the Republic of Sakha (Yakutia), Russia.

High River and OJSC Buryatzoloto, which participated in financing
the expenditures at the Prognoz silver project, are considering
and evaluating the future steps with regard to Prognoz Silver and
development of the Prognoz silver project.

                      About High River

High River is an unhedged gold company with interests in producing
mines and advanced exploration projects in Russia and Burkina
Faso. Two underground mines, Zun-Holba and Irokinda, are situated
in the Lake Baikal region of Russia.  Two open pit gold mines,
Berezitovy in Russia and Taparko-Bouroum in Burkina Faso, are also
in production.  Finally, High River has a 90% interest in a
development project, the Bissa gold project in Burkina Faso, and a
50% interest in an advanced exploration project with NI 43-101
compliant resource estimates, the Prognoz silver project in
Russia.


PROMETRIC INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service upgraded Prometric Inc.'s corporate
family rating to Ba3 from B1, the probability-of-default rating to
Ba3 from B1, and the rating on the senior secured credit
facilities to Baa3 from Ba2. The ratings outlook remains stable.

Ratings upgraded:

Corporate family rating to Ba3 from B1;

Probability-of-default rating to Ba3 from B1;

$12.5 million senior secured revolving credit facility due 2012 to
Baa3 (LGD2, 16%) from Ba2 (LGD2, 19%);

$86.5 million senior secured term loan due 2013 to Baa3 (LGD2,
16%) from Ba2 (LGD2, 19%).

RATINGS RATIONALE

The ratings upgrade reflects Prometric's success in growing the
top line and expanding its operating margins despite the soft
macroeconomic environment as well as its generally stable
operating performance through the recession. The upgrade also
considers material internally-funded debt reduction that has
contributed to an improvement in credit metrics.

Leverage, as measured by debt to EBITDA, improved to 2.4 times
through the twelve months ended June 30, 2011 from 3.1 times as of
2010 year-end (including Moody's standard analytical adjustments).
The improvement was driven by a combination of higher EBITDA and
repayment of long-term debt, which was reduced by approximately
30% since the end of 2010. In addition, free cash flow as a
percentage of debt improved to approximately 20% from 15% over the
same period.

The stable outlook reflects Moody's expectation that Prometric
will increase its earnings and apply free cash flow to debt
reduction such that leverage will approach or decline below 2.0
times and EBITDA less capex to interest will exceed 4.0 times over
the next year.

While a further upgrade is unlikely given Prometric's relatively
moderate scale, in the event that it sustainably increases its
relative scale without increasing debt, the ratings could
experience positive pressure.

If the loss of a material contract and/or erosion in margins
(potentially implying a change in business mix) pressures
Prometric's operating performance such that debt to EBITDA exceeds
3.5 or EBITDA less capex coverage of interest expense falls below
3.5 times, this could pressure the outlook and/or ratings. Any use
of cash outside of Moody's expectations, including material debt-
financed acquisitions, could also have negative rating
implications.

Additional information can be found in the Prometric Credit
Opinion published on Moodys.com.

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

Headquartered in Baltimore, Maryland, Prometric Inc. is a provider
of technology-based assessment solutions including test
development and delivery for government entities, professional
organizations, academic institutions, corporations and information
technology clients.


PURSELL HOLDINGS: Has Lender's Consent for Cash Collateral Use
--------------------------------------------------------------
The Hon. Jerry W. Venters of the U.S. Bankruptcy Court for the
Western District of Missouri authorized Pursell Holdings LLC to
use Morrill & Janes Bank'S cash collateral.

The bank said it made two loans on which Debtor is currently
obligated and duly filed its proofs of claim in the case for
$188,726 and $173,819.  The Debtor acknowledges and agrees that
the claims are valid and allowable against the estate.  The Claims
are secured by valid and perfected liens against the residential
properties located in 10215 N. Lawn Avenue and 4719 Northeast
102nd Court in Kansas City, Missouri.

The Debtor said it seeks to retain the properties in order to sell
them and realize any net equity value for the benefit of the
estate.  Lender is willing to accommodate Debtor and forebear from
seeking stay relief subject to Debtor's agreement to certain
specific terms and conditions for adequate protection of Lender
and disposition of the properties.

The Debtor said it will (i) make all installment payments now due
and outstanding under the loans to bring same current, (ii)
continue to remit the installment payments to lender by the 5th
day of each month, (iii) continue to accrue interest post-petition
at the rate of 4.75% together with Lender's attorney fees and
costs, (iv) proceeds of any sales of the properties shall be
applied as set forth in the Stipulation and Debtor shall not be
entitled to any sale proceeds until Lender is paid in full, (v)
pay all delinquent real estate taxes on the Properties and any
insurance premiums relating to coverage of the Properties, and
(vi)consents to stay relief or otherwise execute deeds in lieu of
foreclosure if the closing on the sale of the Properties has not
occurred by Jan. 31, 2012.

                     About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.


RASER TECHNOLOGIES: Sues United Tech Over Power Generator Lies
--------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Raser Technologies
Inc. sued two units of United Technologies Corp. on Thursday in
Delaware for allegedly making false promises about power
generators before Raser purchased them, costing the geothermal
energy company more than $100 million and sending it into
bankruptcy.

Law360 relates that Raser said it bought 50 small PureCycle power
generators from UTC Power Corp. in 2008 under the belief that it
could combine them to power Thermo No. 1 BE-01 LLC, a commercially
viable, utility scale electricity generation plant.

                      About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors has been
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RC SOONER: Tosses Out Suit Against Remy Family
----------------------------------------------
Robert Evatt at Tulsa World reports RC Sooner Holdings LLC has
abandoned its suits against the Remy family of real estate
investors over the sale of a series of apartments.

The report says the motion was granted within RC Sooner's ongoing
chapter 11 bankruptcy proceedings in the U.S. Bankruptcy Court of
the Northern District of Oklahoma.

According to the report, the properties in question, formerly
owned by the Remys and purchased by RC Sooner, included Brixton
Square, 4655 S. Darlington Ave.; Magnolia Manor, 4747 S.
Darlington Ave.; Pomeroy Park Apts., 6805 S. Lewis Ave.; Southern
Hills Villa Apartments, 6609 S. Lewis Ave.; Fulton Plaza, 4646 S.
Fulton Ave.; Cedar Crest, 401 S. Cedar St. in Owasso; Savannah
South Apartments, 4631 S. Braden Ave., and Salida Apartments,
10129-10151 E. 32nd St.

RC Sooner's suits claimed the family knew the properties were in
foreclosure when they were sold and the other claiming the Remys'
actions forced RC Sooner to file for bankruptcy.

The report notes all eight properties, as well as Executive Series
Apartments, 3225 S. Winston Ave., were foreclosed on last year for
failure to pay at least $28.7 million in mortgages held by Fannie
Mae.

Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 10-10528) on Feb.
22, 2010.  Christopher S. Chow, Esq., at Ballard Spahr Andrews &
Ingersoll, LLP, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


ROUND TABLE: Lenders Reach Deal in Bankruptcy-Exit Plan
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that Round Table Pizza Inc. and
the chain's biggest lender reached a deal that paves the way for
the restaurant company to propose a consensual bankruptcy-exit
plan, resolving a long-running disagreement over whether the
California-based chain should be sold through the course of its
Chapter 11 restructuring.

                        About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


ROUND TABLE: Has Access to Lenders' Cash Collateral Until Sept. 30
------------------------------------------------------------------
On July 29, 2011, the U.S. Bankruptcy Court for the Northern
District of California entered an Eight Interim Order authorizing
Round Table Pizza, Inc., et al., to use cash collateral through
5:00 p.m. on Sept. 30, 2011.

Nothwithstanding the foregoing, unless the Lenders otherwise agree
in writing, the Debtors' authorization to use cash collateral will
automatically terminate, excluding regularly scheduled payroll, in
the event that:

  (i) its cash balance drops below $3.5 million as measured at the
      end of each week during the Specific Period;

(ii) actual receipts from its restaurant operations drop below
      80% of the "Restaurant" receipts reflected on the Budget as
      measured on a weekly basis, or fall below 90% on a
      cumulative basis from May 1, 2011, through the then-current
      week;

(iii) its cumulative actual operating disbursements exceed 110% of
      cumulative operating disbursements set forth in the Budget
      as measured weekly on a cumulative basis from May 1, 2011,
      through the then-current week; provided that, in the event
      that Round Table exceeds it cumulative "Restaurant" receipts
      during such measurement period, for purposes of calculating
      compliance with this clause (iii) the Budget amount for
      disbursements will be deemed to be increased in the same
      proportion as actual "Restaurant" receipts exceed those
      reflected on the Budget for such measurement period;

(iv) its cumulative capital expenditures, as identified in the
      row so entitled in the Budget, will exceed $750,000
      following May 1, 2011.

  (v) its post-petition accounts payable and accrued expenses, as
      reported in the row so entitled in its Monthly Operating
      Report, will exceed $2.5 million.

The Agent, for and on behalf of itself, the Lenders and all other
parties entitled to the benefit of liens or security interests
under the pre-petition documentation between Round Table and the
Lenders, is granted replacement liens against Round Table's post-
petition assets (other than rights and causes of action arising
under Chapter 5 of the Bankruptcy Code).

On Aug. 19, 2011, Round Table filed a precautionary motion to use
cash collateral, Docket No. 765, to pay cure amounts for leases
assumed by the Debtors.  The motion is being made out of an
abundance of caution and due to the fact that the existing cash
collateral budget provides for this payment on Oct. 1, 2011,
instead of Sept. 1, 2011.  Consequently, funding the cure amounts
when due will violate the existing cash collateral order.

Round Table tells the Court that although it has generally paid
all amounts due under its leases as they come due, the February
rent was not paid as a result of the filing of Round Table's
bankruptcy cases.  As a result, a cure payment in the amount of
unpaid February rent and common area maintenance (CAM) charges
will be required by Section 365(b) on assumption of most leases.
Round Table has received several objections to its stated Cure
Amounts, and expects that the relatively modest discrepancies can
be resolved.

Round Table submits that no further "adequate protection" is
required to protect GECC / Prudential's interests, and that Round
Table should be authorized to use cash collateral to fund
"cure" payments required by Section 365 as to leases assumed
pursuant to orders of the Court.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


ROYAL HOSPITALITY: Hearing on Further Cash Use Tomorrow
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
issued a 10th interim order to use of cash collateral of Royal
Hospitality LLC dba Comfort Suites.

The Debtor will be entitled to use cash collateral until further
order of the Court for the payments, subject to the following
conditions:

   1) Ittleson Trust is paid $41,000 on or before Sept. 6,
      2011;

   2) Empire State Certified Development Corp., as Servicing Agent
      for the United States Small Business Administration, is paid
      $8,500 on or before Sept. 6, 2011;

   3) Peter Shabat is paid $1,500 on or before Sept. 6,
      2011;

   4) Marilyn Stark, and her sons, George P. Stark and Michael J.
      Stark, continue to receive only $1,000 per week from the
      Debtor and George H. Stark receives nothing from the
      Debtor;

   5) all fees due to the Office of United States Trustee are
      paid, and it is further.

A hearing on the Debtor's further use of cash collateral will take
place on Sept. 7, 2011 at 10:30 a.m.

                    About Royal Hospitality LLC

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 10-13090) on
Aug. 19, 2010.  The Debtor disclosed $13,432,001 in assets and
$11,154,770 in liabilities as of the Petition Date.  Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, N.Y., represents the
Debtor as counsel.


SBARRO INC: Creditors, BNY Mellon Object to Asset Sale
------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that Sbarro Inc.'s
proposed Chapter 11 asset sale met opposition Friday from the
bankrupt pizza chain's unsecured creditors committee and indenture
trustee Bank of New York Mellon Corp., who say the bidding
procedures are too inflexible.

According to Law360, BNY Mellon and the creditors committee said
Sbarro's proposal discourages competitive bidding because it only
allows bids on the entire business, rather than parts of the
company or specific "buckets" of assets, such as Sbarro's
intellectual property or lease portfolio.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SBARRO INC: Sale Process Sparks Criticism From Indenture Trustee
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Bank of New York Mellon, the
indenture trustee for noteholders owed nearly $158 million by
Sbarro Inc., is taking aim at the sale process folded into the
pizza chain's reorganization plan.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SHENGDATECH INC: Special Committee Wants Michael Kang Named as CRO
------------------------------------------------------------------
The Special Committee of the Board of Directors of Shengdatech,
Inc., notified the U.S. Bankruptcy Court for the District of
Nevada supports the Debtor's motion to confirm the (I) employment
of Alvarez & Marsal North America, LLC, to provide the Debtor a
chief restructuring officer and certain additional personnel and
(II) appointment of Michael Kang as chief restructuring officer.

The board of directors delegated to the Special Committee
authorization (1) to conduct an investigation of potentially
serious discrepancies and unexplained issues identified by KMPG;
(2) to take any legal or other action(s) that the Special
Committee in its sole discretion deems in the best interest of the
Company and its stockholders; and (3) to commence any actions as
may be needed to identify, collect and safeguard the Company's
assets.

Thus, after careful deliberations over options available to the
Debtor, the Special Committee decided that the appointment of
Mr. Kang as CRO and his firm Alvarez and Marsal would be the best
option under chapter 11 to maximize value for stakeholders as
opposed to seeking the appointment of a chapter 11 trustee.

As reported in the Troubled Company Reporter on Sept. 5, 2011, the
Debtor sought permission to appoint chief restructuring officer
Michael Kang and A. Carl Mudd and Sheldon Saidman, members of the
Special Committee of the Board of Directors of Shengdatech Inc. as
representatives authorized to act on behalf of the Debtor.

According to the report, by virtue of the CRO's appointment which
was confirmed by this Court and the Special Committee's powers
granted under the Resolution, the Debtor believes that the CRO and
the Members are already statutorily authorized representatives of
the Debtor under Nevada law.

The Special Committee is represented by:

         John WM. Butler, Jr., Esq.
         John K. Lyons, Esq.
         SKADDEN, ARPS, SLATE MEAGHER & FLOM
         155 N. Wacker Dr., Suite 2700
         Chicago, IL 60606
         Tel: (312) 407-0700
         Fax: (312) 407-0411
         E-mail: Jack.Butler@skadden.com
                 John.Lyons@skadden.com

         Jennifer A. Smith, Esq.
         LIONEL SAWYER & COLLINS
         1100 Bank of America Plaza
         50 W. Liberty St.
         Reno, NV 89501
         Tel: (775) 788-8666
         Fax: (775) 788-8682
         E-mail: jsmith@lionelsawyer.com

                         About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech Inc. sought Chapter 11 bankruptcy protection from
creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in
Reno, Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  The Board of Directors Special
Committee's legal representative is Skadden, Arps, Slate, Meagher
& Flom LLP.


SHENGDATECH INC: Spl. Committee Wants Injunction vs. Shareholders
-----------------------------------------------------------------
The Special Committee of the Board of Directors of Shengdatech,
Inc., asks the U.S. Bankruptcy Court for the District of Nevada to
enter judgment against Xiangzhi Chen, et al.

Specifically, the Special Committee asks that the Court enjoin the
shareholders and the Debtor's board from interfering with the
Special Committee or CRO, or take any steps to remove the members
of the Special Committee or the CRO, or to modify any of the
powers granted to the Special Committee or the CRO pursuant to the
March 4, 2011, resolution or the Aug. 19, 2011, resolution or any
powers delegated thereunder.

The Special Committee notes that the Debtor's former management
thwarted and obstructed the Special Committee's effort to obtain a
true understanding of the Debtor's affairs.

The Special Committee relates that it is authorized and directed
the filing of a Chapter 11 case, on behalf of the Debtor, in order
to restructure the Debtor's business operations and to allow the
Debtor, through its Special Committee, to continue its ongoing
special investigation into the financial affairs of the Debtor and
the actions which occurred under the direction and knowledge of
former management, including the Debtor's former president and
chief executive officer and largest shareholder, Chen Xiangzhi.

As part of the special investigation, the Special Committee has
determined that certain of the Debtor's financial records may have
been falsified in whole or in part and that serious issues remain
unanswered regarding the financial condition of the Debtor and its
overall business operations.

In this relation, the Special Committee, after consultation with
the Debtor's business and legal professionals, removed the
management, including Mr. Chen and appoint an independent party,
Michael Kang, of Alvarez & Marsal North America LLP to act as
chief restructuring officer and the Debtor's sole officer.

                         About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech Inc. sought Chapter 11 bankruptcy protection from
creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in
Reno, Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  The Board of Directors Special
Committee's legal representative is Skadden, Arps, Slate, Meagher
& Flom LLP.  GCG Inc. serves as the notice, claims and
solicitation agent.


SHERRILL MANUFACTURING: Resumes Production After Year Off
---------------------------------------------------------
RomeSentinel.com repots that, after an 11-month shutdown, flatware
production has resumed at Sherrill Manufacturing.  This first
production run will last for six to eight weeks and was made
possible by "a substantial order that the company received for
made-in-America product."

According to the report, the announcement comes 11 months after
the company filed for Chapter 11 bankruptcy protection.  In the
meantime, in April, the company began manufacturing a product for
Coffee Joulies, a oval, golf ball-sized stainless steel bean
designed to keep coffee hot for hours.

The Sherrill Manufacturing complex has multiple manufacturing,
warehousing and office structures totaling just over 1.1 million
square feet sitting on approximately 94 acres of land.  The site
was established in the early 1800s.  The original factory
manufactured bear traps, canned goods and leather items.  In the
late 1800s the facility began to produce silverware.  Ownership
passed to Oneida Ltd. in 1880 and production was dramatically
increased through the 1990s.  Oneida Ltd. ceased manufacturing
operations in North America and sold the facility to Sherrill
Manufacturing on March 22, 2005.

The current owners, Matthew Roberts and Gregory Owens, founded
SMI to operate as an independent supplier to Oneida Ltd.  They are
now transforming the company into a manufacturing and service
organization offering a range of products to customers throughout
North America.

Based in New Yok, Sherrill Manufacturing Inc. filed for Chapter 11
bankruptcy protection (Bankr. N.D.N.Y. Case no. 10-62669) on Oct.
4, 2010.  Neil Joseph Smith, Esq., at Mackenzie Hughes LLP
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


SHOPS AT PRESTONWOOD: Wants Sayles Werbner as Special Counsel
-------------------------------------------------------------
The Shops at Prestonwood, LP seeks to employ Sayles Werbner, PC as
its special litigation counsel.

Sayles Werbner will assist the Debtor with its claims against
Bellinger & DeWolf for malpractice, relating to various issues
raised in "Pulte Homes of Texas LP v. The Shops at Prestonwood,
LP," Cause No. 10-02397, which was originally pending in the 162nd
Judicial District Court in Dallas County and has since been
removed to the U.S. Bankruptcy Court for the Northern District of
Texas.  Sayles Werbner was the Debtor's prepetition counsel in the
Pulte Lawsuit.  Will Snyder will act as lead counsel for the
Debtor with respect to these matters.

According to the Debtor, compensation to Sayles Werbner will be
paid either by the Debtor's affiliates or out of property of the
estate from time to time and will be computed based upon the
firm's hourly rate.

Based upon the affidavit of Will Snyder, the Debtor believes that
Sayles Werbner is a disinterested person as the term is defined in
Section 101(14) of the Bankruptcy Code and that the firm has not
interests adverse to those of the estate with respect to the
Bellinger & DeWolf Matter or otherwise.

Sayles Werbner can be contacted at:

          SAYLES WERBNER PC
          4400 Renaissance Tower
          1201 Elm Street
          Dallas, Texas 75270
          Tel: (214) 939-8700
          Fax: (214) 939-8787

The Debtor has filed a notice of withdrawal with respect to its
previous application to employ special litigation counsel, dated
June 29, 2011.

                   About The Shops at Prestonwood

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-32209) on April 1, 2011.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $18,200,000 in
assets and $14,151,239 in liabilities as of the Chapter 11 filing.

No creditors' committee, trustee nor examiner has been appointed
in the case.


SHOPS AT PRESTONWOOD: Case Dismissal Plea Hearing Set for Sept. 12
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Sept. 12, 2011, at 1:30 p.m., to consider The
Shops at Prestonwood, LP's motion to sell its single family
residential lots.

As reported in the Troubled Company Reporter on May 31, 2011, the
Debtor sought for authorization to:

   -- sell six single family residential lots to insider
      Prestonwood Custom Homes, L.P., for $65,000 per lot, or a
      total price of $390,000;

   -- pay claims of any taxing authorities attributable to the
      subject lots and, amounts owed to property tax solutions
      attributable to the subject lots from the sales proceeds at
      closing.

The Debtor related that PWCH is an insider of the Debtor and is
owned in part by Michael Holigan, one of the Debtor's officers.
Additionally, Brady Giddens, an officer of the Debtor's managing
general partner, is also an officer of PWCH.

The sale will not be subject to bigger and better offers and will
be free and clear of all liens, interests, and encumbrances.

                Case Conversion or Dismissal Plea

At the hearing the Court will also consider the motions to convert
the Debtor's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code, or, alternatively, dismiss the case.

The TCR reported on July 19, 2011, that Valliance Bank, First
National Bank, and Property Tax Solutions LLC asked the Court to
convert the Debtor's case to Chapter 7 or, in the alternative,
dismiss the Debtor's case, pointing that the Debtor has zero cash,
that all of its real property assets are encumbered, and that its
affiliates are unsecured creditors.  The Debtor has not equity in
any of its real estate and no cash to develop Phase II of its
current development.  The Debtor is relying on a March 2007
appraisal to assert its position that equity exists in the 17=acre
parcel of unimproved real property which lies adjacent to its
current development, according to the creditors.

The Creditors added that the Debtor has no ability to reorganize
and no ability to adequate protect its current secured creditors.
The Debtor has no operating income and is incurring deepening
losses while operating in Chapter 11.

Abernathy Roeder Boyd & Joplin PC represents Valliance Bank; Owens
Clary & Aiken LLP represents First National Bank; and Cantey
Hanger LLP represents Property Tax.

                   About The Shops at Prestonwood

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-32209) on April 1, 2011.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $18,200,000 in
assets and $14,151,239 in liabilities as of the Chapter 11 filing.

No creditors' committee, trustee nor examiner has been appointed
in the case.


SHOPS AT PRESTONWOOD: Plan Outline Hearing Scheduled for Sept. 15
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Sept. 15, 2011, at 1:30 p.m., to consider
adequacy of the Disclosure Statement explaining The Shops at
Prestonwood, LP's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Aug. 3, 2011, the
Debtor filed a proposed Chapter 11 plan of reorganization on
June 30, and an explanatory disclosure statement on July 14.

The Plan provides for the Debtor to continue to manage and operate
its properties.  The Reorganized Debtor will use net cash flow
from the properties, funds on deposit, and funds from equity
Holders, and sale proceeds to fund the distributions required
under the Plan.

The Equity Holders will advance sufficient funds to the Debtor to
enable the Debtor to pay all amounts necessary to effectuate and
implement and perform under the Plan, including, but not limited
to, administrative costs, expenses, priority claims, interest
payments provided by the Plan, and development costs related to
Phase II of the Shops Development.

With respect to the Phase I of the Shops Development, in the event
of a sale of a particular Lot within the five-year period
following the Effective Date, the proceeds comprising the Adjusted
Purchase Price will first be used to pay in full any allowed
secured claim for which such lot serves as collateral.  Any
remaining proceeds will be distributed to general unsecured
claimants under Class 9 until they are paid in full, without
interest.  To the extent Class 9 claims are satisfied, holders of
subordinated claims of insiders under Class 10 will receive the
proceeds until such time they are paid in full.

With respect to Phase II, the Equity Holders will contribute to
the Debtor any amounts necessary to develop Phase II and the Land
into the marketable and saleable residential townhome Phase II
Lots, including, but not limited to, obtaining final plat
approval, securing permits to begin development of the Phase II
Lots, and actually developing the Phase II Lots.

The Debtor expects to begin to develop the Phase II Lots six
months prior to the sale of all of the Phase I Lots, which is
anticipated to occur within thirty months from the Effective Date.
Upon the development of the Phase II Lots, the Debtor will seek to
market and sell the Phase II Lots within Phase II.  In the event
of a sale of a particular Phase II Lot within the five year period
following the Effective Date, the proceeds comprising the Adjusted
Purchase Price will first be used to pay in full any allowed
secured claims, then the general unsecured claims, and then the
subordinated claims.

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

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

                   About The Shops at Prestonwood

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-32209) on April 1, 2011.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $18,200,000 in
assets and $14,151,239 in liabilities as of the Chapter 11 filing.

No creditors' committee, trustee nor examiner has been appointed
in the case.


SOLAR DRIVE: U.S. Trustee Protests Employment of General Counsel
----------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, objected to
Solar Drive LLC's request to employ Carolyn A. Dye as general
insolvency counsel.

According to the U.S. Trustee, the application provides that the
Debtor has only nominal cash on hand.  The Debtor's primary
beneficial owner, Time Devine, wishes to ensure that the Debtor
has counsel and is prepared to personally guarantee payment of Mr.
Dye's fees.  Further, the application admits that the Mr. Devine
is himself a creditor of the Debtor, having previously advanced
funds to the Debtor and provided as-yet-uncompensated services to
the Debtor over the course of the project development.

The U.S. Trustee says it is well set that by accepting payment
from a third party, proposed counsel for a debtor has a conflict
of interest because counsel's loyalties are divided between the
debtor and the party who paid the attorney on the debtor's behalf.

Troubled Company Reporter on Aug. 30, 2011 said, upon retention,
the firm, will among other things:

   a) provide Debtor with legal advice and guidance with respect
      to the powers, duties, rights, and obligations of a debtor
      in possession and to provide assistance with analysis and
      negotiations of financing opportunities for the Debtor's
      Property and/or the sale or other disposition of the
      Property or portions of it;

   b) provide advice regarding cash collateral and negotiations
      with secured creditors;  and

   c) assist the Debtor in any legal matters that might arise as a
      result if the Debtor's business.

Ms. Dye received no retainer from the Debtor pre-petition but did
receive $1,039 for the petition filing.

The firm's rates are:

   Personnel                                    Rate
   ---------                                    ----

   Ms. Dye                                     $450/hour
   Paralegal                                   $165/hour

Los Angeles, California-based Solar Drive, LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-42298) on July 28,
2011.  Judge Peter Carroll presides over the case.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by Tim Devine, manager.


SOUTHWEST GEORGIA: Lenders Poised to Take Over $194.5MM Plant
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that lenders owed $107.6 million
are poised to take over Southwest Georgia Ethanol LLC's ethanol
plant, which was built at a cost of $194.5 million back in better
days for the alternative-fuels industry.

                  About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Since 2008, at least 11 ethanol-related companies have sought
court protection, including VeraSun Energy Corp., once the second-
largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and
White Energy Holding Co.


SPECTRAWATT INC: Seeks Rejection of Lease and Contract
------------------------------------------------------
SpectraWatt, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to reject an executory
contract and an unexpired lease:

   (1) Lease Agreement between the Debtor and Oregon Health and
       Science University, dated May 26, 2009, for the lease of
       laboratory, office, and storage space from OHSU previously
       used by the Debtor primarily for research and development
       purposes; and

   (2) Supply of Goods Agreement, dated June 16, 2008, between
       the Debtor and Crystalox Limited, pursuant to which the
       Debtor agreed to purchase silicon wafers from Crystalox.

Mark W. Wege, Esq., at King & Spalding LLP, in Houston, Texas,
asserts that the Debtor no longer requires the use of the OHSU
space and has discontinued its operations there.  He also contends
that the Debtor no longer requires delivery of silicon wafers
because it has discontinued its solar cell manufacturing
operations.

The Debtor does not believe that the OHSU Lease and the Supply
Agreement would have any value to a potential purchaser of its
assets.  Mr. Wege points out that the OHSU Lease and the Supply
Agreement provide no benefit to the bankruptcy estate and may lead
to the filing of postpetition administrative claims against the
estate if they are not rejected.  Accordingly, the Debtor believes
that immediate rejection of these agreements is in the best
interest of the Debtor's estate.

                        About SpectraWatt

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.  Mark W.
Wege, Esq., at King & Spalding LLP, serves as counsel to the
Debtor.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.


SPECTRAWATT INC: Seeks to Retain King & Spalding as Counsel
-----------------------------------------------------------
SpectraWatt, Inc. seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ King & Spalding
LLP as its bankruptcy counsel.

As counsel, K&S will:

   (a) advise the Debtor with respect to its powers and duties as
       a debtor-in-possession in the continued management and
       operation of its business;

   (b) protect and preserve the bankruptcy estate of the Debtor,
       including the prosecution and defense of actions on the
       Debtor's behalf;

   (c) prepare all necessary motions, applications, answers,
       orders, reports, and other papers in connection with the
       administration of the Debtor's estates;

   (d) negotiate and prepare a plan of reorganization, a
       disclosure statement, and all related documents;

   (e) negotiate and prepare documents relating to the
       disposition of assets;

   (f) advise the Debtor with respect to federal and state
       regulatory matters; and

   (g) advise the Debtor on finance, and finance-related matters
       and transactions, and matters relating to the sale of the
       Debtor's assets.

The Debtor will pay K&S for services at hourly rates and reimburse
K&S for reasonable and necessary expenses.  The K&S 2011 fee rates
for attorneys expected to work on this case range from $480 to
$775 per hour for attorneys and $250 to $295 per hour for document
clerks and legal assistants.  On March 11, 2011, the Debtor paid
K&S a $100,000 retainer to secure legal fees and expenses.  The
entire Retainer remains intact and has not been drawn upon by K&S.

Mark W. Wege, Esq., a partner at K&S, attests that the Firm is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About SpectraWatt

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.


SPECTRAWATT INC: Seeks to Employ Three Sales Agents
---------------------------------------------------
SpectraWatt, Inc., seeks permission from the U.S. Bankruptcy Court
for the Southern District of New York to employ Heritage Global
Partners, Counsel RB Capital LLC and Silicon Valley Disposition
Inc. as Sales Agent to the Debtor, nunc pro tunc to the Petition
Date, under the terms of that certain Exclusive Sales Agent
Agreement, dated as of July 25, 2011.  As stated in the Sales
Agent Agreement, HGP, Counsel RB, and SVD will be retained by the
Debtor on a joint venture basis to conduct a sale of the Debtor's
assets.

The employment arrangement is beneficial to the Debtor's
bankruptcy estate and the compensation arrangement provides
certainty and proper inducement for the Sales Agent to act
expeditiously and prudently with respect to the matters for which
it will be employed, which includes coordinating and conducting an
auction and sale of the Debtor's assets, Mark W. Wege, Esq., at
King & Spalding LLP, in Houston, Texas, tells the Court.

The material terms of the proposed engagement include:

   (a) The Sales Agent will charge a buyer's premium of 15% of
       the aggregate gross proceeds for the sale of an Asset, or
       a lot of Assets, payable by the buyers of the asset or
       assets.  The Debtor's estate is not responsible for any
       unpaid portion of the Buyer's Premium;

   (b) The Sales Agent is not charging the Debtor any seller's
       commission;

   (c) The Debtor will be responsible for maintaining adequate
       insurance coverage for the Assets;

   (d) The Sales Agent has a right of reimbursement of actually
       incurred marketing expenses, like labor, advertising and
       travel costs, up to $50,000;

   (e) None of HGP, Counsel RB or SVD have any rights of
       compensation, or reimbursement of expenses from the
       Debtor's estate, except as stated in (d); and

   (f) The Debtor agrees to defend and indemnify the Sales Agent
       and hold the Sales Agent harmless from and against any
       claim or liability asserted by any third party based on
       the alleged existence or breach of any alleged warranties.

HGP, Counsel RB and SVD assure the Court that each of them is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About SpectraWatt

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.  Mark W.
Wege, Esq., at King & Spalding LLP, serves as counsel to the
Debtor.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.


STELLAR GT: Hearing on Case Dismissal Plea Set for Oct. 10
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland will
convene a hearing on Oct. 4, 2011 at 2:00 p.m., to consider the
request to dismiss the Chapter 11 case of Stellar GT TIC LLC and
VFF TIC LLC, or in the alternative convert the case to one under
Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on July 26, 2011,
W. Clarkson McDow Jr., the U.S. Trustee for Region 4, asked that
the Court dismiss the Debtors' cases, or convert the cases to
Chapter 7 liquidation proceedings.

The U.S. Trustee told the Court that the Debtors have the same
two secured creditors: (1) Wells Fargo Bank, N.A., which is owed
more than $207 million; and (2) General Electric Company, which
has a mechanic's lien that the Debtors dispute and claim is
"undetermined."  The Debtors have filed these bankruptcy cases
to sell the Georgian for the sole and exclusive benefit of its
secured creditors.  As there are no unsecured creditors, these
bankruptcy cases could not have been filed to protect the rights
of, or for the benefit of, unsecured creditors, note the trustee.

According to the U.S. Trustee, the Debtors have no intent of
reorganizing, and both will be dissolved after the bankruptcy.
The Georgian will be sold to a third party or to Wells Fargo.  If
Wells Fargo has the winning credit bid, then Stellar's interest
in the Georgian will be transferred to VFF, and VFF's 100%
interest in the Georgian will be transferred to a new entity
called FCP Fund 1 Trust.  The plan provides no information about
FCP Fund 1 Trust, the U.S. Trustee points out.

                 About Stellar GT TIC and VFF TIC

Stellar GT TIC LLC and VFF TIC LLC, owners of the Georgian
apartments located at 8750 Georgia Avenue in Silver Spring,
Maryland, filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011.  Judge
Wendelin I. Lipp oversees the case.  Michelle Maloney-Raymond is
the case administrator.  Matthew G. Summers, Esq., at Ballard
Spahr LLP, serves as the Debtors' counsel.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The proposed plan is premised on either (1) a sale of
the project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.  Broker CB Richard Ellis Inc.
has been hired to conduct the sale.

The auction rules provide that a first-round sealed bid would be
required to be submitted by Aug. 24.  The broker would then have
until Sept. 5 to negotiate with the first-round bidders.  Second-
round sealed bids would be due Sept. 5.  The highest second-round
bid would be identified by Sept. 12, 2011.  The highest bid would
be submitted for approval at the confirmation hearing in October.

Wells Fargo, the holder of a $207.6 million secured debt, can bid
at the auction.  The Lender is represented by Mark Taylor, Esq.,
at Kilpatrick Townsend & Stockton LLP, and Jantra Van Roy, Esq.,
at Zeichner Ellman & Krause LLP.

The U.S. Trustee for Region 4, notified the Court that he has not
appointed an unsecured creditors' committee in the Chapter 11
cases of Stellar GT TIC LLC and VFF TIC LLC.


SUMMER VIEW: US Bank Seeks Stay Relief to Allow Property Turnover
-----------------------------------------------------------------
Secured creditor U.S. Bank National Association, as trustee for
the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2004-C14,
asks the U.S. Bankruptcy Court for the Central District of
California to excuse a court-appointed rents and profits receiver
from turning over certain property of Debtor Summer View Sherman
Oaks, LLC.

In May 2011, the Superior Court of California, County of Los
Angeles appointed Clyde Holland of Holland Residential as a
receiver for a property located in Los Angeles County at 15353
Weddington Street, Sherman Oaks, California.

A bankruptcy court can excuse a court-appointed receiver from
turning over of a debtor "if the interests of creditors and, if
the debtor is not insolvent, of equity security holders would be
better served by permitting a custodian to continue in possession,
custody or control of that property. . . .  "

Alan D. Smith, Esq., at Perkins Coie LLP, in Los Angeles,
California -- ADSmith@perkinscoie.com -- asserts that the
interests of the Debtor's creditors would be better served through
the Receiver to retain possession of the Property for these
reasons:

   (a) It appears over $300,000 in rents was collected during the
       pre-receivership period, but not used in connection with
       the Property, not paid to the Lender as required under the
       loan documents, and not turned over to the Receiver.  Those
       rents are the Lender's cash collateral.  There has been no
       explanation for the whereabouts of the great bulk of that
       money, he points out.

   (b) The Debtor's security deposit account should have held
       approximately $68,840 but the Debtor turned over only
       $39,470 in deposits to the Receiver, with no explanation
       for the deficiency, he asserts.

   (c) The Debtor's former management company allegedly had an
       employee who was embezzling rents.  "Whatever the merits to
       those allegations, there is no indication that any
       embezzlement explains the entirety of the missing rents.
       Although the evidence available to the Lender does not
       suggest the Debtor's principals or insiders had any part in
       that misfeasance had their oversight been less
       lackadaisical they arguably could have prevented it, or
       discovered it long before they did," he states.

Summer View Sherman Oaks LLC, aka Summer View Sherman Oaks
Apartments LLC, a single-asset real estate company, filed for
bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800)
on Aug. 15, 2011.  The West Hollywood, California-based Company
estimated assets and liabilities of $10 million to $50 million.
Judge Alan M. Ahart presides over the case.  Terry D. Shaylin,
Esq., at Karasik Law Group, LLP, serves as the Debtor's bankruptcy
counsel.  The petition was signed by Sonia Sobol, member.

The Court will convene a status conference in the Debtor's Chapter
11 case on September 28, 2011 at 10:00 a.m.


SUMMER VIEW: 341(a) Creditors' Meeting Set on Sept. 20
------------------------------------------------------
Summer View Sherman Oaks LLC, aka Summer View Sherman Oaks
Apartments LLC will hold an 11 U.S.C. Sec. 341(a) meeting of
creditors on Sep. 20, 2011 at 11:00 a.m.  The meeting will be held
at:

     21051 Warner Center Lane,
     #105, Woodland Hills,
     CA 9136

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.

Summer View Sherman Oaks LLC, aka Summer View Sherman Oaks
Apartments LLC, a single-asset real estate company, filed for
bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800)
on Aug. 15, 2011.  The West Hollywood, California-based Company
estimated assets and liabilities of $10 million to $50 million.
Judge Alan M. Ahart presides over the case.  Terry D. Shaylin,
Esq., at Karasik Law Group, LLP, serves as the Debtor's bankruptcy
counsel.  The petition was signed by Sonia Sobol, member.


SUMMIT III: Schedules and Statement Expected by Sept. 9
-------------------------------------------------------
The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia extended the deadline of Summit
III LLC and its debtor-affiliates to file their schedules of
assets and liabilities, and statements of financial affairs until
Sept. 9, 2011.

Absence of an extension, the filing deadline expires on August 26,
2011.

The Debtors said they have begun the process of assembling the
information needed to file their bankruptcy schedules and
statements of financial affairs, but require additional time to
file accurate and complete bankruptcy schedules, statement of
financial affairs and related documents.

                         About Summit III

Summit III LLC, based in Snowshoe, West Virginia, filed for
bankruptcy (Bankr. N.D. W.Va. Case No. 11-01448) on Aug. 11, 2011.
Judge Patrick M. Flatley presides over the case.  Steven L.
Thomas, Esq., at Kay, Casto & Chaney, serves as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated $10
million to $50 million in assets and $1 million to $10 million in
debts.  The petition was signed by Samuel M. Levin, Summit III's
manager.


SUNNYVALE BUSINESS: Wants Court Approval to Use Cash Collateral
---------------------------------------------------------------
Sunnyvale Business Square LLC asks the U.S. Bankruptcy Court for
the District of Arizona for permission to use cash collateral to
operate and reorganize its property.

The Debtor's property is a retail shopping center known as
Lakeview Village at Val Vista Lakes, located at 3611-3821 East
Baseline Road, Gilbert, Arizona.

The Debtor tells the Court that it must utilize the cash
collateral in order to continue operating its business otherwise
it will be unable to pay for maintaining, operating and insuring
its properties.  The interests of its numerous retail tenants and
creditors other than the Debtor's lender, CCMS 2005-CD1 Baseline
Road, LLC, would be severely injured.  In addition, the lender
itself would be severely prejudiced.  Both the Debtor and lender
are vitally interested in preserving the going concern value of a
strong established shopping center.

The Debtor says the Property must therefore be kept up and running
to preserve its market position and protect its tenants and
customer base.  Debtor must use the rents to continue to
operate the property in the near term until a Plan of
Reorganization can be submitted and confirmed.

The Property is financed by a Note and Deed of Trust dated May 27,
2005 in the original face amount of $13,000,000 which encumber the
Property.  The Note and Deed of trust are now owned by lender.

                  About Sunnyvale Business Square

Las Vegas, Nevada-based Sunnyvale Business Square LLC, doing
business as Lakeview Village at Val Vista Lakes, filed for Chapter
11 bankruptcy (Bankr. D. Ariz. Case No. 11-23121) on Aug. 11,
2011.  Chief Judge James M. Marlar presides over the case.  First
Dartmouth Advisors serves as restructuring advisor.  Attorney for
Debtor is:

          John F. Battaile, Esq.
          ALTFELD & BATTAILE P.C.
          250 N. Meyer Avenue
          Tucson, Arizona 85701
          Tel: (520) 622-7733
          Fax: (520) 622-7967
          E-mail: JFBattaile@abazlaw.com

The Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Richard J. Orosel, manager of
Orosel Enterprises LLC, manager.

Secured Lender CCMS 2005-CD1 Baseline Road LLC is represented by
lawyers at Ballard Spahr LLP.


SYNTERRA 3020: Court Approves Ciardi as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Synterra 3020 Market, L.P., to employ Ciardi Ciardi &
Astin as bankruptcy counsel.

According to the Troubled Company Reporter on Jan. 21, 2011,
Ciardi Ciardi will:

     (a) give the Debtor legal advice with respect to its powers
         and duties as debtor-in-possession;

     (b) prepare on behalf of your Applicant as Debtor necessary
         applications, answers, orders, reports and other legal
         papers; and

     (c) perform all other legal services for the Debtor which may
         be necessary herein.

Ciardi Ciardi will be paid based on the rates of its
professionals:

         Albert A. Ciardi, III                   $465
         Thomas D. Bielli                        $300
         Alex Giuliano, Paralegal                $120

Albert A. Ciardi, III, Esq., a partner at Ciardi Ciardi, assured
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Philadelphia-based Synterra 3020 Market, L.P., is the master
lessor of certain real property located in the City of
Philadelphia, 27th Ward, Commonwealth of Pennsylvania and commonly
known as 3020-3052 Market Street, City of Philadelphia,
Philadelphia County, Pennsylvania.  Its primary tenants are the
University of Pennsylvania, Level 3 Communications, LLC, Synterra,
Ltd., Lincoln University, and T Mobile, AT&T.

Synterra 3020 filed for Chapter 11 bankruptcy protection on
(Bankr. E.D. Pa. Case No. 11-10205) on Jan. 12, 2011.  The Debtor
estimated its assets and debts at $10 million to $50 million.


SYNTERRA 3020: Asks Court to Dismiss Chapter 11 Case
----------------------------------------------------
Synterra 3020 Market, LP, asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to dismiss its Chapter 11 case.

On July 19, 2011, the Court approved a settlement between the
Debtor and Inland Mortgage Capital Corporation, which provided,
among other things, that the Debtor was to purchase Inland's loan
term $18,750,000 on or before July 31, 2011, or the Debtor was to
cease using cash collateral and Inland would have relief from the
Automatic Stay.

As of August 16, 2011, the Debtor has not paid Inland the funds
required by the Settlement Agreement, Thomas D. Bielli, Esq., at
Ciardi Ciardi & Astin, Philadelphia, Pennsylvania --
tbielli@ciardilaw.com -- tells the Court.  As a result, on Monday
August 1, 2011, the Debtor ceased using cash collateral.

Because of cessation of use of cash collateral combined with the
fact that the secured creditor, Inland, has relief from the
Automatic Stay and that the Debtor's assets have been transferred
or assigned to Inland, there would likely be no return to
unsecured non-priority creditors should the Debtor's bankruptcy
case be converted, Mr. Bielli says.

Mr. Bielli notes that Section 1112(b) of the Bankruptcy Code
provides that "absent unusual circumstances specifically
identified by the court that establish that the requested
conversion or dismissal is not in the best interest of creditors
and these estate, the court shall convert a case under this
chapter to a case under chapter 7 or dismiss a case under this
chapter, whichever is in the best interest of creditors and the
estate, if the movant establishes cause."  He asserts that cause
does exist for the dismissal of the case in that the Debtor no
longer has a reasonable likelihood of reorganization pursuant to
Section 1112(b)(4)(A).

                       About Synterra 3020

Philadelphia-based Synterra 3020 Market, L.P., is the master
lessor of certain real property located in the City of
Philadelphia, 27th Ward, Commonwealth of Pennsylvania and commonly
known as 3020-3052 Market Street, City of Philadelphia,
Philadelphia County, Pennsylvania.  Its primary tenants are the
University of Pennsylvania, Level 3 Communications, LLC, Synterra,
Ltd., Lincoln University, and T Mobile, AT&T.

Synterra 3020 filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 11-10205) on Jan. 12, 2011.  Albert A. Ciardi,
III, Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi &
Astin, P.C., in Philadelphia, Pa., serve as bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to $50
million.


THORNBURG MORTGAGE: Banks' Reply to Trustee Lawsuit Extended
------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir signed off on a stipulation
revising the schedule for defendants to respond to a complaint
styled, Joel I. Sher, in his capacity as Chapter 11 Trustee for
TMST, Inc.. f/k/a Thornburg Mortgage, Inc., TMST Hedging
Strategies, Inc. f/k/a Thornburg Mortgage Hedging Strategies,
Inc., and TMST Home Loans, Inc. f/k/a Thornburg Mortgage Home
Loans, Inc., v. JPMorgan Chase Funding Inc. (as successor to Bear
Stearns Investment Products Inc.), Citigroup Global Markets
Limited, Citigroup Global Markets, Inc., Credit Suisse Securities
(USA) LLC, Credit Suisse International, RBS Securities Inc. (f/k/a
Greenwich Capital Markets Inc.), Greenwich Capital Derivatives
Inc., Royal Bank of Scotland PLC, and UBS AG (as successor to UBS
Securities LLC), Adv. Proc. No. 11-00340 (Bankr. D. Md.).  Each
Defendant will, on or before Sept. 12, 2011, file an answer, move,
or otherwise respond to the Amended Complaint; the Trustee will,
on or before 90 days following the filing of the last Initial
Response by the Defendants, file an opposition or other permitted
responses; and the Defendants will have until, but no more than,
45 days after the filing of the last Trustee Response to file a
reply.  A copy of the Aug. 31 stipulation is available at
http://is.gd/XpG56Xfrom Leagle.com.

As reported by the Troubled Company Reporter on May 3, 2011, the
TMST Trustee sued Wall Street banks for $2.2 billion, alleging
they engaged in series of "collusive" and "predatory" schemes that
eventually drove Thornburg into bankruptcy.  The defendants
include:

     * J.P. Morgan Chase & Co.,
     * Citigroup Inc.,
     * Goldman Sachs Group Inc.,
     * Bank of America,
     * Countrywide Home Loans,
     * subsidiaries of Barclays PLC,
     * Credit Suisse Group,
     * Royal Bank of Scotland Group PLC, and
     * UBS AG

In the suit against BofA and Countrywide, the Trustee contends
Countrywide misrepresented the nature of hundreds of home loans
securitized and sold to Thornburg in 2006; and that Bank of
America, now Countrywide's parent, has "engaged in an elaborate
corporate shell game" intended to shed Countrywide's liabilities.
The Trustee is asking the bankruptcy judge overseeing the
Thornburg case to force the bank to repurchase the loans.

Counsel for JPMorgan Chase Funding Inc. (as successor to Bear
Stearns Investment Products Inc.) are Roberta A. Kaplan, Esq., and
Brian S. Hermann, Esq. -- rkaplan@paulweiss.com and
bhermann@paulweiss.com -- at PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP, in New York; and Lori Simpson, Esq. --
lsimpson@bdslegal.com -- at BISHOP, DANEMAN & SIMPSON, LLC, in
Baltimore, Maryland.

Attorneys for Credit Suisse Securities (USA) LLC and Credit Suisse
International are Todd M. Brooks, Esq., John F. Carlton, Esq., and
Todd M. Brooks, Esq. -- jcarlton@wtplaw.com -- at WHITEFORD TAYLOR
PRESTON LLP, in Baltimore, Maryland; and Douglas K. Mayer, Esq.,
and David C. Bryan, Esq. -- dkmayer@wlrk.com and dcbryan@wlrk.com
-- at WACHTELL, LIPTON, ROSEN & KATZ, in New York.

Eric Kuwana, Esq. -- eric.kuwana@kattenlaw.com -- at KATTEN MUCHIN
ROSENMAN LLP in Washington, DC; and David Bohan, Esq., and John
Sieger, Esq. -- david.bohan@kattenlaw.com and
john.sieger@kattenlaw.com -- at KATTEN MUCHIN ROSENMAN LLP,
Chicago, Illinois, argue for UBS AG (as successor to UBS
Securities, LLC).

Counsel for Citigroup Global Markets, Ltd. and Citigroup Global
Markets, Inc., are Israel Dahan, Esq., Deryck A. Palmer, Esq., and
Israel Dahan, Esq. -- deryck.palmer@cwt.com and
israel.dahan@cwt.com -- at CADWALADER, WICKERSHAM & TAFT LLP, in
New York.

Attorneys for RBS Securities Inc. f/k/a Greenwich Capital Markets,
Inc. and Greenwich Capital Derivatives, Inc. and Royal Bank of
Scotland plc are Bennett L. Spiegel, Esq., and Erin N. Brady, Esq.
-- blspiegel@jonesday.com and enbrady@jonesday.com -- at JONES DAY
in Los Angeles, California; and Jane Rue Wittstein, Esq. --
jruewittstein@jonesday.com -- at JONES DAY, in New York, and
Miguel Eaton, Esq. -- meaton@jonesday.com -- at JONES DAY in
Washington, DC.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


TONY PACKO'S: Receives 5 Bids in Receivership
---------------------------------------------
Columbus Business First reports that Toledo Blade said court-
appointed receiver overseeing Tony Packo's Inc. said he has
received five bids to purchase the assets of the restaurant chain.

Steven Skutch, of Skutch Co. Ltd., said he would release the names
of the bidders Friday, but not their offers, the paper reported,
according to Columbus Business First.

Columbus Business First relates that two of the confirmed bidders,
the paper said, are company President Tony Packo Jr. and his son,
Executive Vice President Tony Packo III.

Each owns 25 percent of the company, the paper reported, with the
other half owned by the elder Packo's nephew, Robin Horvath, chief
operating officer and another bidder, Columbus Business First
relays.

Columbus Business First recalls that they've been fighting since
last August, the paper said, when Skutch was appointed receiver to
sell the famous purveyor of hot dogs and pickles to resolve the
family feud.


TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 60.05 cents-on-the-
dollar during the week ended Friday, Sept. 2, 2011, a drop of 2.39
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 70 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBECA LOFTS: Plan Order Modifies Orix Loan Agreement
------------------------------------------------------
The Bankruptcy Court confirmed Tribeca Lofts LP's plan of
reorganization filed Aug. 1, 2011.  In doing so, Judge Isgur
modified the Debtor's loan agreements with Orix to restrict the
lender from pursuing a guaranty against Randall Davis, president
of West Clay Partners, Inc., Tribeca's general partner.

"Although the Court is not issuing an injunction, the limited
restrictions have some of the characteristics of injunctive
relief," Judge Marvin Isgur said in his ruling.

The Court held that Tribeca will suffer irreparable injury to its
ability to perform under the plan if Orix is allowed to pursue Mr.
Davis as guarantor, because Tribeca will be forced to immediately
refinance its indebtedness to Orix at a tremendous cost.
Moreover, the Court said pursuit of the guaranty (i) will not
assist Orix economically; and (ii) in the unique situation
presented to the Court, is antithetical to the prepayment penalty
in Orix's note.

The Court also said if Orix is successful in pursuing Mr. Davis on
the guaranty, it would trigger the Debtor's obligation to pay a
"yield maintenance premium" to Orix.  Orix's proof of claim listed
this amount as approximately $350,000. This is an amount that
would be due in addition to all principal, interest, and fees.
Judge Isgur said it is unreasonable to burden Tribeca with a
$350,000 penalty to protect Orix against prepayment, when by its
guaranty suit Orix insists on receiving the prepayment.  When Orix
is entirely protected by full performance of Tribeca as primary
obligor, and the evidence shows no reason to doubt continued full
performance, Orix should not be able to impose such a penalty on
Tribeca via its actions against the guarantor.

Tribeca in 2004 borrowed $2,475,000 and secured the loan with a
first lien Deed of Trust on its building in Houston, Texas.  Orix
holds the note and Deed of Trust.  The Deed of Trust limits the
use of the building to multifamily occupancy. Nevertheless, Orix
and its predecessors have always been aware of the fact that the
building was occupied as live/work space. Neither Orix nor its
predecessors enforced the multifamily restriction in the Deed of
Trust.

When the building was renovated in 1992-1994, the city of Houston
did not have a permitting designation that fully encompassed the
intended use of the building. Accordingly, the building was
permitted for multifamily use. In 2010, Houston determined that
the building was being utilized for a purpose that was
inconsistent with its permit. Because much of the space was
utilized for commercial purposes, Houston required changes to the
available parking at the building, changes to the electrical
system, and other changes commensurate with City code
requirements.

Tribeca is controlled by Mr. Davis, a real estate developer in
Houston.

A copy of the Court's Aug. 30, 2011 Memorandum Opinion is
available at http://is.gd/uq82X6from Leagle.com.

Tribeca Lofts LP owns and operates an historic structure in
Houston, Texas.  Tribeca filed for bankruptcy (Bankr. S.D. Tex.
Case No. 10-40799) on December 3, 2010.  Judge Marvin Isgur
presides over the case.  Joel P. Kay, Esq. -- jkay@hwallp.com --
at Hughes Watters And Askanase, serves as the Debtor's counsel.
It scheduled $3,510,759 in assets and $2,312,227 in debts.  The
petition was signed by Randall Davis, president of West Clay
Partners Inc., the Debtor's general partner.


TRIUS THERAPEUTICS: Amends Form S-1 Registration Statement
----------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Post-Effective Amendment No.1 to Form S-1
registration statement which covers the sale of an aggregate of
6,412,500 shares of the Company's common stock, $0.0001 par value
per share, by the selling security holders including their
transferees, pledgees, donees or successors.  The common stock
covered by the prospectus consists of 4,750,000 shares of the
Company's common stock and 1,662,500 shares of the Company's
common stock issuable upon exercise of outstanding warrants that
the Company issued in a private placement transaction that closed
on May 31, 2011.

The Company's common stock is traded on the NASDAQ Global Market
under the symbol "TSRX."  On Aug. 31, 2011, the closing sale price
of the Company's common stock on the NASDAQ Global Market was
$6.63 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/OJMmgX

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company's balance sheet at June30, 2011, showed $61.15 million
in total assets, $14.85 million in total liabilities and $46.29
million total stockholders' equity.


TRIUS THERAPEUTICS: Files Form S-3; To Issue $100MM Securities
--------------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the offer up to an aggregate of $100,000,000 of the Company's
common stock, preferred stock, debt securities or warrants.  The
Company will provide the specific terms of these offerings and
securities in one or more supplements to this prospectus.  The
Company also authorize one or more free writing prospectuses to be
provided in connection with these offerings.  The prospectus
supplement and any related free writing prospectus may also add,
update or change information contained in this prospectus.

The Company's common stock is traded on the Nasdaq Global Market
under the symbol "TSRX."  On Aug. 31, 2011, the last reported sale
price of the Company's common stock on the Nasdaq Global Market
was $6.63.  The applicable prospectus supplement will contain
information, where applicable, as to any other listing, if any, on
the Nasdaq Global Market or any securities market or other
exchange of the securities covered by the applicable prospectus
supplement.

A full-text copy of the Form S-3 prospectus is available for free
at http://is.gd/5duZZJ

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company's balance sheet at June30, 2011, showed $61.15 million
in total assets, $14.85 million in total liabilities and $46.29
million total stockholders' equity.


TXU CORP: Bank Debt Trades at 25% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 74.50 cents-on-the-dollar during the week
ended Friday, Sept. 2, 2011, a drop of 1.40 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014.  The loan is one of the biggest
gainers and losers among 70 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNION STREET: BB&T V. Fidelity et al. Survives Motion to Dismiss
----------------------------------------------------------------
District Judge Kevin H. Sharp denied the request of Fidelity
National Title Insurance Company to dismiss for lack of subject
matter jurisdiction the lawsuit, BRANCH BANKING AND TRUST COMPANY,
v. FIDELITY NATIONAL TITLE INSURANCE COMPANY, 1ST TRUST TITLE,
INC., and DELAINA THOMPSON, No. 3:11-cv-00301 (M.D. Tenn.).

The dispute involves Fidelity's indemnification obligation to
Branch Banking with respect to a 2008 loan for $18.7 million
provided by Branch Banking to 315 Union Street Holdings, LLC and
Union Street Plaza Operations, LLC, for renovation and development
of real property located at 301 and 315 Union Street in Nashville.
The Borrowers defaulted under the loan in October 2010 and Branch
Banking initiated a receivership action in state court.
Prudential Mortgage Capital Company LLC appeared in the
receivership action to assert priority of its lien.  Fidelity did
not provide Branch Banking with counsel in the receivership action
and has never acknowledged an indemnification obligation under the
title policy.

A copy of Judge Sharp's Aug. 30, 2011 Memorandum is available at
http://is.gd/ouxjkQfrom Leagle.com.

                  About 315 Union Street Holdings

315 Union Street Holdings, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Tenn. Case No. 10-13106) on Dec. 3, 2010.
According to its schedules, the Debtor had $13,162,646 in total
assets and $25,484,852 in total debts as of the Petition Date.
Steven L. Lefkovitz, Esq., of Lefkovitz & Lefkovitz, serves as
bankruptcy counsel to the Debtor.

Affiliate Union Street Plaza Operations, LLC, dba Hotel Indigo
Nashville-Downtown, also based in Mount Juliet, Tenn., filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 10-13107) on the
same day.  Mr. Lefkovitz serves as counsel to the Debtor.  In its
petition, the Debtor scheduled assets of $1,021,971 and debts of
$17,696,245.

Bankruptcy Judge Keith M. Lundin approved the appointment of
Robert H. Waldschmidt, Esq., at Howell & Fisher, PLLC, as Chapter
11 trustee to oversee the bankruptcy estate of Union Street Plaza,
effective Dec. 16, 2010.  Branch Banking and Trust Company, a
secured creditor, requested for a Chapter 11 trustee, citing that
the appointment will prevent further loss to the estate.


UNITED STATES: Post Office Won't Make $5.5BB Payment Due Sept. 30
-----------------------------------------------------------------
Steven Greenhouse, writing for The New York Times, reports that
The United States Postal Service is so low on cash that it will
not be able to make a $5.5 billion payment due Sept. 30 to finance
retirees' future health care, and may have to shut down entirely
this winter unless Congress takes emergency action to stabilize
its finances.

According to NY Times, the Senate Homeland Security and
Governmental Affairs Committee will hold a hearing on the agency's
predicament on Tuesday.

"Our situation is extremely serious," the postmaster general,
Patrick R. Donahoe, said in an interview, according to NY Times.
"If Congress doesn't act, we will default."

NY Times relates that Mr. Donahoe has been pushing a series of
painful cost-cutting measures in recent weeks to erase the
agency's deficit, which will reach $9.2 billion this fiscal year.
They include eliminating Saturday mail delivery, closing up to
3,700 postal locations and laying off 120,000 workers -- nearly
one-fifth of the agency's work force -- despite a no-layoffs
clause in the unions' contracts.

NY Times relates the post office's problems stem from one hard
reality: it is being squeezed on both revenue and costs.  The
Internet revolution has led to people and businesses sending far
less conventional mail.  Moreover, decades of contractual promises
made to unionized workers, including no-layoff clauses, are
increasing the post office's costs.  Labor represents 80% of the
agency's expenses, compared with 53% at United Parcel Service and
32% at FedEx, its two biggest private competitors.  Postal workers
also receive more generous health benefits than most other federal
employees.

According to NY Times, sometime early next year, the agency will
run out of money to pay its employees and gas up its trucks,
officials warn, forcing it to stop delivering the roughly three
billion pieces of mail it handles weekly.


VAN CHASE: U.S. Trustee Wants Case Dismissed or Converted to Ch. 7
------------------------------------------------------------------
Charles F. McVay, United States Trustee, through counsel, asks the
U.S. Bankruptcy Court for the District of Colorado, to dismiss the
Chapter 11 case of Van Chase, LLC, or convert the Debtor's case to
one under Chapter 7 of the Bankruptcy Code.

The UST tells the Court that Debtor's monthly operating reports
have not been provided or filed for February, March, April and May
of 2011.  Debtor is also delinquent in UST quarterly fees for the
first quarter of 2011.  Also, on May 16,  2011, the Court entered
an order allowing Eastern Savings Bank relief from stay against
the Debtor's primary asset.

The Debtor says it has no objection to the dismissal of its
Chapter 11 case but objects to the conversion of its case to
Chapter 7.

Debtor tells the Court that since it already found that the Debtor
has few unsecured creditors, it would appear that converting the
case to Chapter 7 and administering the assets for the creditors
would be an undue burden on the Debtor and the Bankruptcy Court.

Dismissing the case, the Debtor relates, will permit the remaining
creditors including Eastern Savings Bank, to seek redress against
the Debtor in other forums such as the District Court in and for
the County of Pitkin and State of Colorado where a case is already
pending between Debtor and Eastern's subsidiary to whom title to
Debtor's real property was transferred at the foreclosure sale
(Case No. 11 CV 179).  According to the Debtor, there is no reason
to waste any more of the Bankruptcy Court's time and resources
when the creditors have other recourse against the Debtor in the
State or Federal District Courts.

                          About Van Chase

Aspen, Colorado-based Van Chase, LLC, is engaged in the business
of developing and selling luxury residences.  The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-
31555) on Aug. 24, 2010.  John D. LaSalle, Esq., at Wright &
LaSalle, in Aspen, Colorado, assists the Debtor in its
restructuring effort.  According to its schedules, the Debtor
disclosed $26,528,200 in total assets and $15,150,964 in total
liabilities as of the Petition Date.

The United States Trustee has not appointed a trustee, an examiner
or an unsecured creditors committee in Debtor's case.


VEC LIQUIDATING: Court Appoints G. Pollack as Mediator
------------------------------------------------------
The Honorable Mary F. Walrath appointed Glenn Pollack of
Candlewood partners, LLC as mediator to (i) VEC Liquidating
Corporation, et al., (ii) the Official Committee of Unsecured
Creditors, and (iii) the ComVest Parties, subject to Rules 9019-
2(c), (e) and (f) and Rule 9019-5 of the Local Rules of Bankruptcy
Practice and Procedure of the U.S. Bankruptcy Court for the
District of Delaware.

The Mediator may modify the deadlines set forth in the rules.  The
mediation will be completed in advance of the hearing on the
Motions to Compel scheduled for Aug. 29, 2011.

The Mediator is appointed regarding certain issues in dispute
between the Mediation Parties, including:

     * The appropriate method by which to calculate the "free
       cash flow" of the Canadian Business;

     * The amount of outstanding cash due and owing by the
       ComVest Parties to the Debtors' estates as of Dec. 31,
       2011; and

     * The amount of "free cash flow" of the Canadian Business
       due by the ComVest Parties to the Debtors' estates for the
       first quarter of 2011.

All (i) discussions in mediation, (ii) mediation statements, and
(iii) correspondence, draft resolutions, offers, counteroffers
produced for or as a result of the mediation are strictly
confidential and will not be admissible in any judicial or
administrative proceeding.  Only a settlement agreement signed by
two or more of the Mediation parties may be admissible, provided
that the agreement will not contain any information regarding
discussions, statements, or writings attributable to non-settling
parties.

The Debtors and the ComVest Parties will equally bear the costs
and expenses incurred by the Mediator in connection with the
mediation.

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-13294) on Sept. 24, 2009.
The Company disclosed assets of $94.1 million and debt of $120.6
million as of Sept. 1, 2009.

Velocity subsequently changed its name to VEC Liquidating
Corporation.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VELOCITY EXPRESS: Taps Sullivan Hazeltine as Counsel
----------------------------------------------------
BankruptcyData.com reports that Velocity Express filed a motion
with the U.S. Bankruptcy Court to employ Sullivan Hazeltine
Allinson (Contact: William D. Sullivan) as special litigation
counsel for these fees:

   -- 11% of any payment received subsequent to Sullivan'
      retention, but prior to the filing of an adversary
      complaint solely in the occurrence of a settlement
      that was obtained by BSG with the assistance of
      Sullivan, including preparation of an analysis,
      review of defenses and negotiation with the
      preference defendant;

   -- 14.5% of any payment received after the filing of an
      adversary complaint and occurring during the mediation
      process but prior to entering into litigation; and

   -- 15.5% of any payment should the mediation process fail
      and the adversary proceeding requires litigation.

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294).  The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VERENIUM CORP: Files Form 10-Q; Incurs $1.4-Mil. Net Loss in Q2
---------------------------------------------------------------
Verenium Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.46 million on $15.13 million of total revenue for the three
months ended June 30, 2011, compared with a net loss of $12.16
million on $13.68 million of total revenue for the same period
during the prior year.

The Company also reported net income of $2.34 million on $28.53
million of total revenue for the six months ended June 30, 2011,
compared with a net loss of $31.65 million on $25.90 million of
total revenue for the same period a year ago.

The Company reported a net loss of $5.35 million on $52.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $56.24 million on $48.82 million of total revenue
during the prior year.

The Company's balance sheet at June 30, 2011, showed $71.47
million in total assets, $65.12 million in total liabilities and
$6.35 million total stockholders' equity.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
Dec. 31, 2009.

                         Bankruptcy Warning

In April 2007, the Company completed the sale of $120 million of
2007 Notes.  In September 2009, pursuant to privately negotiated
exchange agreements with the Company, certain holders of the 2007
Notes exchanged approximately $30.5 million in aggregate principal
amount of 2007 Notes for approximately $13.7 million in aggregate
principal amount of the Company's 2009 Notes.

The holders of the 2007 and 2009 Notes have the right to require
the Company to purchase the Notes for cash on each of April 1,
2012, April 1, 2017, and April 1, 2022.  Assuming the holders of
the Notes exercise their put option in 2012, based on current cash
resources and 2011 operating plan, the Company's existing working
capital will not be sufficient to meet the cash requirements to
fund the retirement of the Notes, and planned operating expenses,
capital expenditures and working capital requirements after such
exercise without additional sources of cash.  If the Company is
unable to re-finance the Notes or raise additional capital, it
will need to defer, reduce or eliminate significant planned
expenditures, restructure or significantly curtail operations,
issue equity in exchange for the Notes at substantial dilution to
current stockholders, file for bankruptcy, or cease operations.

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

                        http://is.gd/C7nkA6

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.


VERTICAL COMPUTER: Incurs $66,000 Second Quarter Net Loss
---------------------------------------------------------
Vertical Computer Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
reporting a net loss of $66,058 on $1.52 million of total revenues
for the three months ended June 30, 2011, compared with a net loss
of $159,151 on $1.36 million of total revenues for the same period
a year ago.

The Company also reported a net loss of $13,103 on $3.14 million
of total revenues for the six months ended June 30, 2011, compared
with a net loss of $154,491 on $2.80 million of total revenues for
the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.23 million
in total assets, $12.80 million in total liabilities, $9.90
million in Convertible Cumulative Preferred stock, and a $21.47
million total stockholders' deficit.

MaloneBailey, LLP, in Houston, expressed substantial doubt about
Vertical Computer Systems' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency.

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

                        http://is.gd/V0J5ul

                      About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.


VEY FINANCE: Hires Anderson Bright Crout as Special Counsel
-----------------------------------------------------------
Vey Finance, LLC sought and obtained the approval of the U.S.
Bankruptcy Court for the Western District of Texas to employ
Steven E. Anderson, William B. Crout, and the law firm of
Anderson, Anderson, Bright & Crout, P.C. as special counsel for a
limited purpose, effective as of May 13, 2011.

     * Steven E. Anderson will provide day-to-day real estate
       legal assistance.  He will handle foreclosures, legal
       notices, and review of documents related to real estate
       transactions; and

     * William B. Crout will handle collections, forcible entry
       and detainer proceedings, and small claims litigation.

Mr. Anderson and the Firm will be retained at a reduced hourly
rate of $175.  Mr. Anderson's billing rate for real estate matters
normally range from $200 to $250 per hour.  Commercial litigation
matters are generally billed at $200 to $250 per hour.

To the extent that other professionals at the Firm render services
in this case, they will be billed at their normal hourly rates,
which range from $175 to $200 for other shareholder attorneys, and
$75 for legal assistants.  The Firm will also be reimbursed for
reasonable and necessary out-of-pocket expenses.

Special counsel can be contacted at:

          Steven E. Anderson
          Anderson, Anderson, Bright & Crout, P.C.
          1533 N. Lee Trevino Dr., Suite 205
          El Paso, Texas 79936-5161
          Tel. No.: 915-595-1380
          Fax No. : 915-591-6201
          E-mail  : steve@andersoncrout.com

                        About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Wiley F.
James, III, Esq., at James & Haugland, P.C., in El Paso, Texas,
represent the Debtor as bankruptcy counsel.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The Debtor
scheduled assets of $10,477,513 and liabilities of $12,504,207.
The petition was signed by Veronica L. Veytia, managing member.


VHGI HOLDINGS: Posts $190,900 Net Loss in Q2 Ended June 30
----------------------------------------------------------
VHGI Holdings, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $190,952 on $187,727 of revenues for the
three months ended June 30,2011, compared with a net loss of
$636,270 on $193,609 of revenues for the same period of 2010.

The Company reported a net loss of $415,142 on $300,692 of
revenues for the six months ended June 30, 2011, compared with a
net loss of $1.1 million on $339,178 of revenues for the same
period last year.

The Company's balance sheet as of June 30, 2011, showed
$3.6 million in total assets, $1.8 million in total liabilities,
and stockholders' equity of $1.8 million.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, expressed
substantial doubt about VHGI Holdings, Inc.'s ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.

A copy of the Form 10-Q is available at http://is.gd/8SSRlt

Lexington, Ky.-based VHGI Holdings, Inc. (OTC BB: VHGI)
-- http://www.vhgigold.com/-- is a diverse company with assets
and interests focusing on opportunities within the Healthcare
Technology Industry and Precious Metals Markets.


VIASPACE INC: Incurs $12,000 Net Loss in Second Quarter
-------------------------------------------------------
VIASPACE Inc. reported financial results for the second-quarter
ended June 30, 2011.

Total revenue for second-quarter 2011 was $2,823,000, compared
with total revenue for second-quarter 2010 of $764,000, an
increase of $2,059,000 or 269%.

For the quarter, cost of revenues was $1,924,000, compared to
$524,000 in second-quarter 2010.  Gross profit for the quarter was
$899,000, compared to gross profit of $240,000 for second-quarter
2010, an increase of $659,000.

Total operating expenses for second-quarter 2011 were $893,000,
including $833,000 of selling, general and administrative (SG&A)
expense and $60,000 for operations.  Total operating expenses for
second-quarter 2010 were $1,002,000 and included $968,000 in SG&A
and $34,000 for operations.

Operating income for second-quarter 2011 was $6,000, compared to
an operating loss of $762,000 in second-quarter 2010, an
improvement of $768,000.

Second-quarter 2011 other expense, net, was $18,000, compared to
other expense, net, of $62,000 for second-quarter 2010.

Net loss for the second-quarter 2011 was $12,000 compared to a net
loss in second-quarter 2010 of $824,000, a decrease in net loss of
$812,000.  Net loss per share for second-quarter 2011 and second-
quarter 2010 was less than $0.01 per share in each quarter.

VIASPACE Chief Executive Dr. Carl Kukkonen commented: "We are very
pleased with reported revenues which exceeded our forecast set at
the beginning of the year.  Our financial performance during the
second quarter improved significantly which allows us to continue
to expand and develop our Giant King Grass bioenergy activities.
We are making progress in our grass business which we believe will
play an important role in the future of global biomass electricity
and biofuels."

"As was previously announced, VIASPACE and General Biofuels are
working toward a joint venture to grow a large plantation of Giant
King Grass in the Dominican Republic that would be co-located with
a 400,000 ton per year pellet mill.  The pellets are slated for
the European power plant market.  In addition, I will be
presenting at the Pellets Trade Conference in Korea on September
7-8, 2011.  Today the global pellet market is mostly wood pellets
made from sawdust and other wood waste.  The world supply of wood
waste is limited and new pellet sources from agricultural products
such as Giant King Grass are becoming attractive."

Kukkonen returned from Asia on August 12.  He was at the framed
art factory and the Giant King Grass plantation in China.  He also
met with potential customers and partners in Thailand, Singapore
and India.

                         About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

The Company's balance sheet at March 31, 2011, showed $17.51
million in total assets, $7.32 million in total liabilities and
$10.19 million total equity.

The Company reported a net loss attributed to Viaspace of $2.83
million on $3.64 million of total revenues for the year ended Dec.
31, 2010, compared with a net loss attributed to Viaspace of $2.91
million on $4.37 million of total revenues during the prior year.

Goldman Kurland and Mohidin LLP, in Encino, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations.  In addition, at Dec. 31, 2010, the
Company has working capital of $235,000 and an accumulated deficit
of $35,568,000.


VIASYSTEMS GROUP: S&P Raises CCR to 'BB-' on Improved Leverage
--------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on St. Louis-based Viasystems Group Inc. to 'BB-' from
'B+', reflecting improving profitability and conservative credit
metrics. The rating outlook is stable.

"At the same time, we raised the issue-level rating on the
company's senior unsecured notes to 'BB-' from 'B+' (same as the
corporate credit rating). The '4' recovery rating on the senior
unsecured notes remain unchanged," S&P said.

"Our stable outlook reflects our expectation that credit measures
will remain commensurate with a significant financial risk profile
over the near term," S&P related.

"The rating reflects our expectation that recent sales gains will
be sustained and that profitability will support debt leverage in
line with our significant financial risk profile," said Standard &
Poor's credit analyst William Backus, "despite ongoing commodity
and wage pressures and highly competitive industry conditions."
There is capacity at the higher rating for leverage up to the
high-3x area, providing some capacity for expected weaker earnings
or acquisitions.


VITAMINSPICE INC: Wants Petitioners' Plea for Trustee Denied
------------------------------------------------------------
Viaminspice, Inc. aka Qualsec asks the Hon. Magdaline D. Coleman
of the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to deny the motion to appoint trustee, or at least
stay it, pending adjudication of an impending motion to dismiss
the Bankruptcy petition.

As reported in the Troubled Company Reporter on Aug. 16, 2011,
creditors who placed VitaminSpice in Chapter 11 bankruptcy asked
that the Court to oust management and place the company in the
hands of a trustee.

The Debtor relates that it will be filing a motion to dismiss on
several independent grounds.  The Debtor notes that the petition
is a bad-faith attempt by attorney Jehu Hand to injure the Debtor,
his former client.  The Debtor adds that the alleged claims are
the subject of bona fide disputes.

                        About VitaminSpice

Five creditors filed an involuntary Chapter 11 petition (Bankr.
E.D. Pa. Case No. 16200) against Wayne, Pennsylvania-based
VitaminSpice aka Qualsec on Aug. 5, 2011.  The creditors, owed
roughly $414,000 in the aggregate,  are: John Robison in
Philadelphia, Pennsylvania; IBT South Florida, LLC, in Fort
Lauderdale, Florida; Learned J. Hand in Chapel Hill, North
Carolina; and Jehu Hand in Dana Point, California; and Esthetics
World in Cheyenne, Wyoming.  Judge Magdeline D. Coleman presides
over the case.  Peter Edward Sheridan, Esq. --
sheridan.pete@gmail.com -- in Philadelphia, Pennsylvania,
represents the petitioning creditors.


VITESSE SEMICONDUCTOR: Posts $6.5-Mil. Profit in June 30 Quarter
----------------------------------------------------------------
Vitesse Semiconductor Corporation reported net income of $6.55
million on $35.98 million of net revenues for the three months
ended June 30, 2011, compared with net income of $33.03 million on
$37.53 million of net revenues for the same period during the
prior year.

The Company also reported a net loss of $10.22 million on $110.62
million of net revenues for the nine months ended June 30, 2011,
compared with a net loss of $34.89 million on $123.09 million of
net revenues for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $72.02
million in total assets, $96.49 million in total liabilities and a
$24.47 million total stockholders' deficit.

"We are pleased to return to operating profitability in our third
quarter.  Our conservative management practices continue to
improve overall margins and provide effective expense control
adding leverage to our operating model.  While our product sales
for the quarter were impacted by persistent softness in the Asia
Pacific region, we achieved our revenue targets with strong
performance from our growing IP business," said Chris Gardner, CEO
of Vitesse.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/M4I5HI

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company reported a net loss of $7.73 million on $37.45 million
of net revenue for the three months ended Dec. 31, 2010, compared
with a net loss of $33.86 million on $41.65 million of net revenue
for the same period a year ago.


VITRO SAB: BofA to Transfer $5MM DIP and Sale Carve Out Funds
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Bank of America, N.A., to transfer the carve out funds
to Vitro Asset Corp., et al., pursuant to the final DIP order and
sale order.

The Debtors and BofA sought to transfer the carve out funds from
BofA to the Debtors.

The Debtors related that on May 26, 2011, the Court authorized
BofA to set aside up to $5,000,000 for the professional fee carve
out.  The specific amount of the carve out was dependent upon the
final sales price at the auction, but was capped at $5,000,000.

On June 13, 2011, the Court directed the Debtors to remit
$5,000,000 to BofA for the carve out, and on June 17, the Debtors
remitted $5,000,000 to BofA for the professional fee carve out.

In consultation with the Official Unsecured Creditors' Committee,
the Debtors and BofA, determined that the Debtors must efficiently
administer the carve out funds.

The Court ordered that BofA will remit to the Debtors an amount
equal to the carve out funds, via wire transfer of immediately
available funds.

The Debtors will deposit the carve out funds into the estate
administrative account at JPMorgan Chase Bank, account ending in
0021; and upon the remittance, BofA's obligations with respect to
the carve out will be fully satisfied and discharged.

BofA is represented by:

         Robert W. Jones, Esq.
         Brian Smith, Esq.
         PATTON BOGGS, LLP
         2000 McKinney Abe., Suite 1700
         Dallas, TX 75201
         Tel: (214) 758-1500
         Fax: (214) 758-1550

         C. Edward Dobbs, Esq.
         Joshua J. Lewis, Esq.
         PARKER, HUDSON, RAINER & DOBBS LLP
         1500 Marquis Two Tower
         285 Peachtree Center Avenue, N.E.
         Atlanta, GA 30303
         Tel: (404) 523-5300
         Fax: (404) 522-8409
         E-mails: edobbs@phrd.com
                  jlewis@phrd.com

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.  Blackstone Advisory Partners L.P. serves as financial
advisor to the Committee.


VITRO SAB: U.S. Units Want Name Changes OK'd in Relation to Sale
----------------------------------------------------------------
Vitro Asset Corp., et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas to approve the amended case caption
reflecting corporate name changes of certain Debtors.

The Debtors stated that in an auction, American Glass Enterprises
LLC's bid of $55 million far exceeded the purchase price proposed
by the stalking horse bidder, with over $15.5 million of
additional value available to the estate for distribution to
creditors than originally proposed by the stalking horse bidder
(approximately $9 million in additional cash and $6 million in
assumed liabilities).  Subsequent to the auction, the Debtors and
American Glass executed an asset purchase agreement.

Pursuant to Article 8.4 of the American Glass Asset Purchase
Agreement, the Debtors related that they are required to change
the names of Debtors Vitro America, Super Sky Products, and Super
Sky International.

The name changes are:

         Previous Name                   New Name
         -------------                   --------
         Vitro America, LLC              Mukki LLC
         Super Sky Products, Inc.        Tayo Inc.
         Super Sky International, Inc.   BarleySammy Inc.

Aside from the American Glass sale, the Court previously granted
the sale motion of Vitro Asset Corp., et al., with respect to
certain of their assets to Mark S. and Ann M. Blackburn for
$2,350,000.  The Standard Offer, Agreement and Escrow Instructions
for Purchase of Real Estate, dated March 3, 2011, subsequently
amended on April 1 and 27, 2011, between the Debtor Vitro America,
LLC and the Blackburns to acquire the Acquired Assets is approved.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.  Blackstone Advisory Partners L.P. serves as financial
advisor to the Committee.


VITRO SAB: Bond Trustee Sues Units to Recover $1.35BB in Notes
--------------------------------------------------------------
David McLaughlin at Bloomberg News reports that Vitro, S.A.B. de
C.V.'s units were sued by a bondholder trustee seeking to recover
US$1.35 billion owed under notes issued by the company.

Vitro SAB and its subsidiaries are engaged in a "a multi-year
scheme" to avoid paying bondholders, Wilmington Trust NA, the
trustee under two series of notes issued by Vitro and guaranteed
by the units, said in a complaint filed in New York state court in
Manhattan, according to Bloomberg.

Company officials "will continue to maintain our openness to
dialogue" with creditors, Roberto Riva Palacio, a Vitro spokesman,
said in an e-mail obtained by the news agency.

The case is Wilmington Trust NA v. Vitro Automotriz, 652303-2011,
New York State Supreme Court (Manhattan).

                         About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is the
largest manufacturer of glass containers and flat glass in Mexico,
with consolidated net sales in 2009 of MXN23,991 million (US$1.837
billion).

Vitro defaulted on its debt in 2009 and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

On June 29, 2011, Vitro Packaging de Mexico S.A. de C.V. commenced
a voluntary judicial reorganization proceeding under the Ley de
Concursos Mercantiles before the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, the United Mexican
States.  On June 30, 2011, Vitro Packaging filed a chapter 15
petition (Bankr. N.D. Tex. Case No. 11-34224).

Alejandro Francisco Sanchez-Mujica and Javier Arechavaleta Santos
serve as Foreign Representatives of Vitro S.A.B. de C.V. and Vitro
Packaging de Mexico S.A. de C.V.  The Foreign Representatives are
represented by David M. Bennett, Esq., Katharine E. Battaia, Esq.,
and Cassandra A. Sepanik, Esq., at Thompson & Knight LLP, and
Andrew M. Leblanc, Esq., Risa M. Rosenberg, Esq., Thomas J. Matz,
Esq., and Jeremy C. Hollembeak, Esq., at Milbank Tweed Hadley &
McCloy LLP.

Attorneys for the Ad Hoc Group of Vitro Noteholders are Jeff P.
Prostok, Esq., and Lynda L. Lankford, Esq., at Forshey & Prostok,
LLP, and Allan S. Brilliant, Esq., Benjamin E. Rosenberg, Esq.,
Craig P. Druehl, Esq., and Dennis H. Hranitzky, Esq., at Dechert
LLP.

                     Chapter 11 Proceedings

A group of noteholders, namely Knighthead Master Fund, L.P., Lord
Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed
Opportunities Fund LP, and Brookville Horizons Fund, L.P., opposed
the exchange.  Together, they held US$75 million, or approximately
6% of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.
The U.S. subsidiaries subsequently sold their businesses to an
affiliate of Sun Capital Partners Inc. for US$55 million.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VUZIX CORP: Incurs $927,500 Net Loss in Second Quarter
------------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $927,539 on $2.32 million of total sales for the three months
ended June 30, 2011, compared with a net loss of $1.38 million on
$1.91 million of total sales for the same period a year ago.

The Company also reported a net loss of $1.34 million on $6.40
million of total sales for the six months ended June 30, 2011,
compared with a net loss of $2.89 million on $3.97 million of
total sales for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $7.03 million
in total assets, $11.65 million in total liabilities and a $4.62
million total stockholders' equity.

The Company reported a net loss of $4.55 million on $12.25 million
of total sales for the year ended Dec. 31, 2010, compared with a
net loss of $3.25 million on $11.88 million of total sales during
the prior year.

As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  According to the independent auditors,
some of these obligations include financial covenants which the
company must comply with.

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

                        http://is.gd/fLom8T

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.


WAGSTAFF MINNESOTA: Exclusive Filing Period Extended to Dec. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
extended the exclusive period for Wagstaff Minnesota, Inc., et
al., to file a plan through Dec. 31, 2011, and its exclusive
period to obtain acceptances of a plan through Feb. 29, 2012.

As reported in the TCR on Aug. 5, 2011, the Debtors totld the
Court they need more time to engage in plan negotiations with the
parties-in-interest in the cases, including KFC Corporation,
General Electric Capital Corporation and its affiliates, Perella
Weinberg Partners Asset Based Value Master Fund I L.P. and its
affiliates, and the Official Committee of Unsecured Creditors.

                    About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.

The cases are jointly administered with Wagstaff Minnesota, Inc.
(Case No. 11-43073).  Bankruptcy Judge Nancy C. Dreher presides
over the cases.  Fredrikson & Byron, PA, and Peitzman Weg &
Kempinsky LLP represent the Debtors in their restructuring
efforts.  Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.


WAGSTAFF PROPERTIES: Lease Decision Period Extended to Nov. 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota extended
the time for Wagstaff Minnesota, Inc., to assume or reject non-
residential real property leases Nov. 25, 2011.

As reported in the TCR on Aug. 5, 2011, the Debtors told the Court
that they are formulating their restructuring strategy and
beginning to develop a viable joint plan of reorganization.  Until
this process is complete, the Debtors are unable to make an
informed decision to assume or reject the Leases.

                    About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.

The cases are jointly administered with Wagstaff Minnesota, Inc.
(Case No. 11-43073).  Bankruptcy Judge Nancy C. Dreher presides
over the cases.  Fredrikson & Byron, PA, and Peitzman Weg &
Kempinsky LLP represent the Debtors in their restructuring
efforts.  Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.


WAGSTAFF PROPERTIES: To Employ Jones & Malhotra as Auditor
----------------------------------------------------------
Wagstaff Properties LLC seeks permission from the U.S. Bankruptcy
Court for the District of Minnesota to employ Jones & Malhotra as
auditor.

The Debtors believe Jones is in the best position to effective and
efficiently conduct the audit of the Debtors' 401(k) plans given
its substantial experience.  Accordingly, the Debtors submit that
the retention of Jones on the terms and conditions set forth
herein is necessary and appropriate, is in the best interests of
the Debtors' estates, creditors, and all other parties in
interest, and should be granted in all respects.

The parties have entered into the Engagement Letters, which govern
the relationship between Jones and the Debtors.  Under the
Engagement Letters, Jones shall perform the required audit of the
Debtors' 401(k) plans for a flat fee of $12,000 and no more than
$500 in expenses.

The Debtors propose that Jones' final fees be authorized in
conjunction with the approval of this Application, and that upon
the completion of the audits, the Debtors shall be authorized to
immediately pay in full Jones' fees and expenses, and no further
application for fees or expenses shall be made by Jones.

To the best of the Debtor's knowledge, information and belief, and
based entirely in reliance upon the Declaration of Bobby Malhotra:
(i) Jones is a "disinterested person" within the meaning of
Bankruptcy Code section 101(14) and as required by Bankruptcy Code
section 327(a) and referenced by Bankruptcy Code section 328(c),
(ii) Jones neither holds nor represents an interest adverse to the
Debtors' estates; and (iii) Jones has no connection to the
Debtors, their creditors, their shareholders, or related parties
herein except as disclosed in the Malhotra Declaration.

                    About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.

The cases are jointly administered with Wagstaff Minnesota Inc.
(Bankr. Case No. 11-43073).  Bankruptcy Judge Nancy C. Dreher
presides the case.  Fredrikson & Byron, PA, and Peitzman Weg &
Kempinsky LLP represent the Debtor in their restructuring efforts.
The debtors estimated assets and liabilities at $10 million to
$50 million.


VWE GROUP: Noteholders Denied Leave to Amend Suit v. D&Os
---------------------------------------------------------
David Cohain D.D.S., et al., v. Laura Klimley, et al.; and D. Kent
Sissel, et al., v. Laura Klimley, et al., Nos. 08 Civ. 5047 and 09
Civ. 4527 (S.D.N.Y.), arise from Plaintiffs' purchase of debt
instruments from VWE Group, Inc., a greeting card company, before
VWE filed a bankruptcy petition on June 1, 2004.  Plaintiffs
allege that they have not recovered any money on the Notes, that
the Notes were issued as part of an illegal Ponzi scheme, and that
the Defendants were complicit in that scheme.  Defendant Laura
Klimley served as Vice President and as a director of VWE, and
Defendant John Palmero served as an officer, director, and
controller of VWE.  Plaintiffs originally brought claims for
violations of the federal securities laws and the RICO statute, as
well as for fraud, fraudulent conveyance, waste of corporate
assets, self-dealing and deepening insolvency, civil conspiracy,
and breach of fiduciary duty.  The Sissel plaintiffs also brought
a claim for violation of Iowa's Blue Sky Law.  In a Memorandum
Opinion and Order dated Sept. 20, 2010, the Court granted the
Defendants' motions to dismiss the Sissel and Cohain plaintiffs'
claims in their entirety.  The Plaintiffs in both actions seek
leave to amend their complaints to add several new claims arising
under state law: aiding and abetting fraud, aiding and abetting
larceny, conversion, aiding and abetting conversion, and money had
and received.

In an Aug. 31, 2011 Memorandum Opinion and Order, District Judge
Paul G. Gardephe denied the Plaintiffs' requests. The proposed
amended complaints were not submitted to the Court until Oct. 14,
2010.  Given that the proposed amended complaints contain no new
factual allegations, it is not clear -- and the Plaintiffs have
made no attempt to explain -- why the new causes of action were
not asserted in the original complaints.  Even if the new causes
of action -- premised on conduct that took place more than seven
years ago -- were meritorious (which they are
not), the Court would not grant leave to amend, the given
Plaintiffs' unexplained delay in asserting the new claims.

The Notes held by the Plaintiffs -- which were offered throughout
VWE's existence -- had "terms from 90 days to 5 years, interim
maturity periods of between 1 and 3 years, and interest rates from
10 to 23%."  However, the Plaintiffs allege that VWE never paid
the amount owing under the Notes and that at the time of the
bankruptcy filing, the aggregate outstanding principal amount of
the Notes was more than $26 million.  In October 2007, Alicia
Eimicke, Laura Klimley's sister and VWE's former president, was
indicted on 35 counts of theft, securities fraud and racketeering
in connection with the Company's Notes issuance program.  Ms.
Eimicke pled guilty to those charges on March 28, 2008, allegedly
admitting that the Notes issued by the Company were part of an
"illegal [P]onzi scheme."

Although the Defendants were not charged in the criminal
proceeding, the Plaintiffs allege that they -- in their capacities
as director and officer, respectively -- promoted the issuance of
the Notes despite their knowledge of VWE's deepening insolvency.
The Plaintiffs also claim to have purchased Notes in reliance on
the Defendants' false representations of VWE's financial health,
and allege that VWE "instituted and maintained a policy of not
disseminating" financial information to purchasers of the Notes.
The Plaintiffs further allege that "there is little or no
possibility that the Company will successfully emerge from its
Chapter 11 bankruptcy filing or generate any meaningful sum from
the sale of its assets for repayment of Plaintiffs."

A copy of the Court's decision is available at http://is.gd/1y4VSp
from Leagle.com.

In 1958, Victor Eimicke formed VWE Group, Inc.  Yonkers, N.Y.-
based VWE sold materials designed to assist employers in "the
hiring, firing and motivation of employees."  VWE later began
producing and selling greeting cards, a business which ultimately
accounted for the majority of its revenues.  In December 2003, VWE
sold the greeting card business.  The company filed for chapter 11
protection on June 1, 2004 (Bankr. S.D.N.Y. Case No. 04-20308).
Joseph O'Neil, Jr., Esq., at Reed Smith LLP, represented the
Debtor.


WASHINGTON LOOP: Court Denies Motion to Use ROBI's Cash Collateral
------------------------------------------------------------------
Judge Jeffery P. Hopkins of the U.S. Bankruptcy Court for the
Middle District of Florida has denied the motion of Washington
Loop, LLC, to use cash collateral of ROBI1956, LLC.

The Debtor advised the Court that it was seeking to use Liberty
Bank's cash collateral rather than ROBI Bank's cash collateral.
As a consequence, the Court sustained ROBI's objection and
disallowed the Debtor's use of ROBI's cash collateral.

Judge Hopkins rules that the Debtor can file a new motion to use
Liberty Bank's cash collateral.  Any new motion for authority to
use cash collateral, however, must specifically identify and be
served on the entity whose cash collateral the Debtor seeks to
use.

                     About Washington Loop, LLC

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case, (Case
No. 9:10-27981) by order of the Court entered on March 17, 2011.
In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WASHINGTON LOOP: Wins OK to Hire Shumaker Loop as Counsel
---------------------------------------------------------
Washington Loop, LLC, has obtained interim authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ and
substitute Steven M. Berman, Esq., and Shumaker, Loop & Kendrick,
LLP, as general counsel nunc pro tunc to August 9, 2011.

The professional services Mr. Berman and the Firm will render are:

     a. to give the Debtor legal advice with respect to its duties
        and powers as Debtor-in-Possession;

     b. to prepare, on behalf of the Debtor, the necessary
        motions, notices, pleadings, petitions, schedules,
        answers, orders, reports and other legal papers required
        in this Chapter 11 case;

     c. to draft a Chapter 11 Plan and Disclosure Statement and to
        proceed to confirmation of the same; and

     d. to perform all other legal services for the Debtor which
        may be necessary.

The Debtor agreed to pay a $150,000 retainer to Shumaker Loop,
$25,000 of which was paid by a non-debtor party, Kent Morris, and
the remaining $125,000 portion to come from the DIP financing.

The firm can be reached at:

     Steven M. Berman, Esq.
     Shumaker, Loop & Kendrick, LLP
     101 E. Kennedy Blvd., Suite 2800
     Tampa, Florida 33602
     Phone: (813) 229-7600
     Fax: (813) 229-1660
     E-mail: sberman@slk-law.com

ROBI1956, LLC, has objected to the application to employ as
premature in light of its pending motion to dismiss and motion to
convert the Chapter 11 case.

In the Application, the Debtor indicates that it will pay $150,000
as a fee and costs retainer from DIP financing.  ROBI objects to
the DIP financing and also objects to the entirety of the proposed
retention.

A final hearing on the application to employ is scheduled on
Sept. 15, 2011, at 9:00 a.m.

                     About Washington Loop, LLC

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case, (Case
No. 9:10-27981) by order of the Court entered on March 17, 2011.
In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WASHINGTON LOOP: Files Chapter 11 Plan & Disclosure Statement
-------------------------------------------------------------
Washington Loop, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida, Ft. Myers Division, a Chapter 11 plan
and an explanatory disclosure statement on August 18, 2011.

The Debtor's Plan is a reorganization plan accomplished through
the continuation of its primary business: the mining of an
approximately 750-acre property in Punta Gorda, Florida.  The
Debtor seeks to accomplish payment under the Plan primarily from
the proceeds of the sale of mining materials and or the refinance
of the Washington Loop Property.

The Debtor seeks to accomplish payments under the Plan by
restructuring notes secured by real property of the estate held by
ROBBIE1956 LLC, Mirror Lakes V, LLC, and Mike Treworgy, a holder
of beneficial interest in the second deed of trust encumbering the
Debtor's Mirror Lakes Property, by restructuring notes secured by
personal property of the estate held by Credential Leasing Corp.,
and Wells Fargo Equip Finance.  The secured creditors of the
estate will be paid the present value of their claim at a market
interest rate over an 84-month period through net income generated
from the mining operation and through a sale or refinance of the
Washington Loop Property.  The Effective Date of the proposed Plan
is December 15, 2011.  The first payment due under the plan is
January 15, 2012.

The Distributions under the Plan will be made from cash flow from
net income resultant from the mining operation, refinance proceeds
and and Net Sale Proceeds.

The Plan will be implemented through these means:

   * The managing member of Debtor, Lovina Lehr, will provide
     oversight and assistance in the operation of the Debtor's
     business and day-to-day management decisions.  Lovina Lehr
     will work to expand the mining operation on the Washington
     Loop Property and to obtain replacement financing providing
     funds for the payment of creditors.

   * In the event a super priority loan to acquire mining
     equipment and expand the mining operation is approved by the
     court, Lovina Lehr will oversee the uses of the funds to
     expand the mining operation.  In the event the court does not
     approve the Super Priority Loan, Lovina Lehr will continue
     the mining operation and expand the mining operations as cash
     flow allows.

   * The proceeds from net income resultant from the mining
     operation and or the sale/refinance of the all or part of
     Washington Loop Property by the Debtor will be used to fund
     the payments to both Secured and Unsecured Creditors provided
     for under the Plan. It is anticipated that there will be
     sufficient funds from the mining operation to pay all Allowed
     Secured and Allowed Unsecured Claims as follows:

        -- Unsecured priority creditor Florida Department of
           Revenue will be paid in full the amount of $3,186 plus
           accrued interest and penalties as payment in full of
           100% of its claim on the Effective Date.

        -- Secured creditors ROBBIE, Mirror Lakes V, Mike Treworgy
           and Wells Fargo Equip Finance will be paid in full on
           or before 84th month following the Effective Date.

        -- Allowed Class 8 General Unsecured Claims will receive
           100% of their allowed claim on or before the 84th month
           following the Effective Date.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76c8

                     About Washington Loop, LLC

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case, (Case
No. 9:10-27981) by order of the Court entered on March 17, 2011.
In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WASHINGTON LOOP: Debtor Defaults, Wells Fargo Seeks Stay Relief
--------------------------------------------------------------
Wells Fargo Equipment Finance, Inc. informs the U.S. Bankruptcy
Court for the Middle District of Florida that Washington Loop, LLC
is in default of the Agreed Order Granting Adequate Protection to
Wells Fargo and, accordingly, pursuant to the Agreed Order, seeks
relief from stay to recover the collateral.

Wells Fargo relates that the Debtor failed to make the adequate
protection payment of $6,488, due on July 15, 2011.  The Debtor
also failed to deliver to Wells Fargo that certain current
certificate of insurance on the collateral.

The Agreed Order provides that the Debtor will have five days to
cure the default.  Upon the Debtor's failure to cure the default
within the Cure Period, Wells Fargo will be granted relief from
the stay upon its submission of an order to the Court with a
provision included that the Debtor will fully cooperate with Wells
Fargo's recovery of the Collateral.  Wells Fargo may also proceed
with any and all remedies at law or equity, or otherwise pursuant
to the Agreement, including the selling and disposing of the
collateral.

Wells Fargo seeks the entry of the order without a hearing.

                     About Washington Loop, LLC

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection on
March 31, 2011 (Bankr. M.D. Fla. Case No. 11-06053).  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case, (Case
No. 9:10-27981) by order of the Court entered on March 17, 2011.
In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WASHINGTON MUTUAL: Creditors File Brief to Support Plan
-------------------------------------------------------
BankruptcyData.com reports that Washington Mutual's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a brief in support of confirmation of the Company's Modified
Sixth Amended Plan of Reorganization with respect to insider
trading and equitable conduct issues.

According to BData, the brief asserts, "Creditors of the Debtors
have waited nearly three years for any recovery on their billions
of dollars of claims. The Debtors' Modified Plan addresses each
and every concern raised by the opinion denying confirmation of
the Debtors' Sixth Amended Plan.  Nevertheless, the Equity
Committee and certain other parties all of whom are parties or
representatives of parties that are, unfortunately, unlikely to
receive any recovery under the Modified Plan, are in the final
phase of a last-ditch attempt to derail confirmation of the
Modified Plan by any means possible.  Such attempted means have
included using a huge portion of the seven days of hearings on
confirmation to attempt to adduce evidence of insider trading or
improper conduct by the Settlement Noteholders.  This brief is
submitted for two purposes.  First, to set forth the belief of the
Creditors' Committee that the Modified Plan embodies an excellent
resolution of this lengthy and difficult case, including the
implementation of the Global Settlement Agreement, and should be
confirmed and implemented as expeditiously as possible,
irrespective of the allegations of the objecting parties.  And,
second, the Creditors' Committee has seen and heard nothing during
seven days of confirmation hearings, reams of exhibits and hours
of pre-hearing depositions to support any of the allegations of
the objecting parties.  To the contrary, the Creditors' Committee
believes that the evidence exonerates the Settlement Noteholders
and provides overwhelming support for confirmation of the Modified
Plan."

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.

Carolyn Cairns was appointed as mediator in the Washington Mutual
(WMI) proceedings.


WASHINGTON MUTUAL: LTW Holders Can't Form Own Committee
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that investors in
Washington Mutual Inc. securities known as litigation tracking
warrants lost their bid Friday to form an official committee to
represent them in a quest to recover up to $337 million from the
holding company in its Delaware bankruptcy case.

U.S. Bankruptcy Judge Mary F. Walrath found that the LTW holders'
interests were well-covered by their own class counsel and
committees already formed in the case, according to Law360.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WASHINGTON MUTUAL: Creditors Object Bid to Tap Legal Expert
-----------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that hedge funds and other
unsecured creditors of Washington Mutual Inc. objected Thursday to
the hiring of a legal expert to represent restive shareholders of
the bankrupt financial giant, amid a larger fight over whether
shareholders will be able to sue them.

The objection, lodged in Delaware bankruptcy court by the
unsecured creditors committee, claims shareholders' bid to hire
University of San Diego securities law expert Frank Partnoy as a
litigation consultant is a ploy to prematurely win approval to
target hedge funds including Aurelius Capital Management,
according to Law360.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.

Carolyn Cairns was appointed as mediator in the WaMu proceedings.


WASTE2ENERGY HOLDINGS: Creditors Ask Court to Appoint Trustee
-------------------------------------------------------------
Chapter11Cases.com reports that the 4 creditors who filed an
involuntary ]chapter 11 bankruptcy petition against the company
requested the bankruptcy court to remove Waste2Energy's existing
management and replace them with a chapter 11 trustee.

The motion, which was accompanied by several declarations, begins
with the assertion that "[t]he actions of W2E's current management
present a sorry tale of incompetence, avarice, and betrayal of
W2E, its creditors, and its investors."  In the ensuing pages, the
motion makes extensive claims about the company's operations and
management, which it calls "neither prudent nor reasonable."

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company incurred a net loss from continuing operations of
$4.0 million and used $1.8 million of cash in continuing
operations for the three months ended June 30, 2010.  At June 30,
2010, the Company had a working capital deficit of $8.8 million
and a $34.5 million accumulated deficit.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt Waste2Energy
Holdings' ability to continue as a going concern, following its
results for the fiscal year ended March 31, 2010.  The independent
auditors noted that the Company has incurred a significant loss
from continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                             Default

As reported in the TCR on Feb. 2, 2011, the Company has not paid
approximately $276,000 of interest due on the of the Company's 12%
Senior Convertible Debentures (the "Debentures") due on Jan. 1,
2011, and as of Jan. 8, 2011, an additional Event of Default under
the Debentures has occurred on outstanding debentures having an
aggregate principal balance of $5,830,400 and an Event of Default
has occurred on outstanding Debentures having an aggregate
principal balance of $4,227,500.


WATER STREET: Bontkes Seek Dismissal of Chapter 11 Case
-------------------------------------------------------
Richard Bontke and Nathan Bontke, creditors and parties-in-
interest in the Chapter 11 case of Water Street Development
Partners, L.P., ask the U.S. Bankruptcy Court for the Northern
District of Texas to immediately dismiss the "single asset real
estate case involving a debtor with no ongoing business to
reorganize, no income, no employees, virtually no creditors and no
prospects for reorganization.

The Bontkes note that the Debtor's sole asset is an undivided 50%
fee interest in 81 acres of undeveloped land located at the
intersection of Highway 287 and Broad Street in Mansfield, Texas,
with the remaining 50% interest owned by the Bontkes.  The Debtor
and the Bontkes hold the Property as tenants-in-common.

The Bontkes contend that the Debtor filed the case in bad faith in
the attempt to prevent the expiration of its option under that
certain Option Contract to purchase the Bontkes' 50% interest in
the Property and to prevent the Bontkes from exercising their own
option under the Option Contract to purchase the Debtor's 50%
interest.

The Bontkes assert that the Debtor no longer possesses any right
under the Option Contract to purchase the Bontkes' interest in the
Property and that nothing in the Bankruptcy Code preserves the
Debtor's option at this point.

Continuation of this bankruptcy case will not further any
legitimate goal of the Bankruptcy Code, but will serve only to
unfairly preclude the Bontkes from exercising their bargained for
rights under the Option Contract and subject them to potential
financial loss, the Bontkes tell the Court.

A hearing to consider the Bontkes' motion to dismiss is set for
Sept. 19, 2011.

              About Water Street Development Partners

Southlake, Texas-based Water Street Development Partners, L.P.,
filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-
42841) on May 13, 2011.  Judge Russell F. Nelms presides over the
case.  The Law Office of Mark B. French serves as the Debtor's
bankruptcy counsel.

Robert DeRogatis is a limited partner of the Debtor and holds a
99% equity interest.  Water Street Management LLC holds the other
1% stake.


WATERSCAPE RESORT: Confirmation Order Amended on Tax Exemption
--------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York amended its order dated July 21,
2011, confirming Waterscape Resort LLC's Plan of Reorganization.

In response to the Debtor's request for an order amended or
clarifying confirmation order provision relating to tax exemption,
the Court amended its order by deleting paragraph 16 of the order
and replacing it by the new paragraph 16, which states:

   16. In accordance with section 1146(a) of the Bankruptcy Code,
   the transfer or sale of assets and property of the Debtor
   pursuant to the Plan, including without limitation the transfer
   of assets and property of the Debtor to Waterscape Resort II,
   the transfer of the Membership Interest to the Buyer pursuant
   to the Hotel Sale Contract, the grant of a lien to Chartis,
   Inc. or the grant of a lien to secure the Class 5 Condominium
   Reserve Amount as provided in the Plan, shall not be taxed
   under any law imposing a stamp tax or similar tax, including
   but not limited to New York State and New York City Mortgage
   Taxes and New York State and New York City Real Property
   Transfer Taxes.

In all other respects, the Confirmation Order will remain in full
force and effect.

The Court said that the New York State Department of Taxation and
Finance and the New York City Department of Finance do not object
to the relief requested by the Debtor.

As reported on Troubled Company Reporter on July 25, 2011, the
Court approved its reorganization plan after negotiating a way to
resolve disputes with the hotel's builders.

The Debtor's reorganization plan calls for repaying much of the
company's debt with proceeds from the $128 million sale of the
hotel section of the development.

                      About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  Brett D. Goodman,
Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP
represent the Debtor as Bankruptcy Counsel.  Holland & Knight LLP
serves as its special litigation counsel.  The Debtor disclosed
$214,285,027 in assets and $158,756,481 in liabilities as of the
Chapter 11 filing.


WATERSCAPE RESORT: Can Access Cash Collateral Until Oct. 13
-----------------------------------------------------------
On Aug. 18, 2011, the U.S. Bankruptcy Court for the Southern
District of New York entered its fourth agreed interim order
authorizing Waterscape Resort LLC to use cash collateral of U.S.
Bank National Association and USB Capital Resources, Inc., until
the date of the next cash collateral hearing scheduled for
Oct. 13, 2011, at 10:00 a.m.

The Debtor owes U.S. Bank a total principal balance of
$126,192,848.63, and USB Capital Resources a total principal
balance of $8,045,557.04, as of the Petition Date.

The use of cash collateral will be for the sole and exclusive
purpose of paying the actual and necessary expenses incurred on or
after the Petition Date in the ordinary course of the operation
and maintenance of the the Debtor's high rise, mixed use
condominium building known as Cassa Hotel and Residences located
at 66-70 West 45th Street, in New York City (the "Asset"),
pursuant to the Fourth Interim Budget.

Written objections to the Debtor's further use of cash collateral
will be filed no later than Oct. 6, 2011, at 5:00 p.m.

The Lenders will have a continuing lien, title and security
interest in post-petition rents, issues and profits to the extent
provided by the mortgages and section 552(b) of the Bankruptcy
Code, which lien and security interest will attach to all
post-petition rents, issues and profits from the Asset.  The
Lenders will not, however, have a lien on actions and causes of
action pursuant to Sections 544, 547, 548, 549 and 550 of the
Bankruptcy Code, including claims against creditors for alleged
fraudulent transfers under state law utilizing Section 544 of the
Bankruptcy Code.

The Lenders and their authorized representatives will be permitted
reasonable access to the Asset, verification of rent rolls and
monthly operating reports, and conducting any desired appraisals.

                     About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately $17
million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  Brett D. Goodman,
Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP
represent the Debtor as Bankruptcy Counsel.  Holland & Knight LLP
serves as its special litigation counsel.  The Debtor disclosed
$214,285,027 in assets and $158,756,481 in liabilities as of the
Chapter 11 filing.

A 3-member Official Committee of Unsecured Creditors has been
appointed in the Debtor's Chapter 11 case.

As reported in the TCR on July 25, 2011, U.S. Bankruptcy Judge
Stuart Bernstein confirmed Waterscape Resort LLC's reorganization
plan on July 22, 2011, which calls for repaying much of the
company's debt with proceeds from the $128 million sale of the
hotel section of the development.  The Plan was filed on May 6,
2011.

The Plan will become effective upon the sale of the Debtor's
hotel, which the Debtor estimates will occur around the end of
September, 2011.


WAVE SYSTEMS: Incurs $1.8 Million Net Loss in Second Quarter
------------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.82 million on $8.09 million of total net revenues for the
three months ended June 30, 2011, compared with a net loss of
$966,874 on $6.44 million of total net revenues for the same
period a year ago.

The Company also reported a net loss of $4.08 million on $15.57
million of total net revenues for the six months ended June 30,
2011, compared with a net loss of $1.73 million on $12.31 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $16.47
million in total assets, $13.07 million in total liabilities and
$3.39 million in total stockholders' equity.

Due to the early stage nature of its market category, Wave is
unable to predict with a high enough level of certainty whether
enough revenue will be generated to fund its cash flow
requirements for the twelve-months ending June 30, 2012.  Given
the uncertainty with respect to Wave's revenue forecast for the
twelve-months ending June 30, 2012, Wave may be required to raise
additional capital through either equity or debt financing in
order to adequately fund its capital requirements for the twelve-
months ending June 30, 2012.  As of June 30, 2011, the Company had
approximately $10.9 million of cash on hand and positive working
capital of approximately $3.2 million.  Considering the Company's
current cash balance and Wave's projected operating cash
requirements, the Company projects that it will have enough liquid
assets to continue operating through June 30, 2012.  However, due
to the Company's current cash position, the Compan's capital needs
over the next twelve months and beyond, the fact that the Company
may require additional financing and uncertainty as to whether the
Company will achieve its sales forecast for its products and
services, substantial doubt exists with respect to the Company's
ability to continue as a going concern.

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

                        http://is.gd/lakD3r

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.


WAXESS HOLDINGS: Sells 104.52 Units for $2.6 Million
----------------------------------------------------
AirTouch Communications, Inc., formerly known as Waxess Holdings,
entered into subscription agreements with certain investors
whereby it sold an aggregate of 104.52 units, with each Unit
consisting of 12,500 of the Company's common stock, par value
$0.001 per share and one two- year warrant to purchase 12,500
additional shares of Common Stock at an exercise price of $3.00
per share for a per Unit purchase price of $25,000 and aggregate
gross proceeds of $2,613,000.

In connection with the Offering, the Company has entered into
registration rights agreements with the Investors, pursuant to
which the Company has agreed to file a "resale" registration
statement with the SEC within 45 days from the final closing date
of the Offering, covering all shares of the Common Stock sold in
the Offering, including the shares of Common Stock underlying the
Warrant and the shares of Common Stock underlying the warrants
issued to the placement agent.

The Company is obligated to pay the Investors a fee of 3% per
month of the Investors' investment, payable in cash or shares of
Common Stock.

The Warrants may be exercised until the second anniversary of
their issuance at a cash exercise price of $3.00 per share,
subject to adjustment.

In connection with the Offering, the Company paid aggregate
placement agent fees consisting of (i) $287,430 and (ii) issued
three year Warrants to purchase that a number of Units equal to 9%
of the Units sold in the Offering.

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

                        http://is.gd/FD5A62

                       About Waxess Holdings

Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio.  Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.

The Company's balance sheet at March 31, 2011, showed $2.0 million
in total assets, $7.1 million in total liabilities, and
stockholders' deficit of $5.1 million.

As reported by the TCR on May 30, 2011, Jonathon P. Reuben, C.P.A.
Accountancy Corporation, in Torrance, California, expressed
substantial doubt about Waxess Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred net
losses since inception, and as of Dec. 31, 2010, had an
accumulated deficit of $192,863.


WESTCLIFF MEDICAL: Exclusive Filing Period Extended to Oct. 11
--------------------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California has extended the exclusive period
within which Westcliff Medical Laboratories, Inc., and BioLabs,
Inc., can file a Chapter 11 plan through and including October 11,
2011.  The exclusive period in which the Debtors can solicit
acceptances on that plan is also extended through and including
December 12, 2011.

                      About Westcliff Medical

Santa Ana, California-based Westcliff Medical was, prior to the
sale of substantially all of its assets, which closed on June 16,
2010, the operator of approximately 170 branded, stand-alone,
patient service center laboratories and STAT labs.  Westcliff
filed a Chapter 11 petition on May 19, 2010, in Santa Ana,
California (Bankr. C.D. Calif. Case No. 10-16743).  Ron Bender,
Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and
John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo &
Brill, LLP, in Los Angeles, Calif., assist the Debtor in its
restructuring effort.  In its schedules, the Debtor listed
$61,210,303 in assets and $66,244,135 in liabilities.  Parent
BioLabs Inc. also filed for Chapter 11.  The parent has no assets
aside from owning Westcliff.


WESTPOINT STEVENS: Seeks Chapter 11 Case Dismissal
--------------------------------------------------
BankruptcyData.com reports that Westpoint Stevens filed with the
U.S. Bankruptcy Court a motion for an order dismissing the
Debtors' Chapter 11 case and approval of a stipulation between the
Debtors; Beal Bank, as successor first lien agent; the first lien
steering committee; Aretex; WestPoint International; WestPoint
Home; Textile Holdings and Wilmington Trust FSB, as successor
second lien agent.

According to BData, the stipulation relates to the distribution of
remaining assets in the estates and implementation of the
Chapter 11 dismissal. Under the stipulation, 62.5 % and 37.5 % of
the excluded assets account, Canadian proceeds and any remaining
assets will be distributed to the second and first lien lenders
respectively. Once that distribution is completed, the case will
be dismissed.

The Court scheduled a Sept. 1, 2011 hearing on the matter.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- was the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.

The Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13532) on June 1, 2003.  John J. Rapisardi, Esq., at Weil,
Gotshal & Manges, LLP, represents the Debtors in their
restructuring efforts.


WIDEOPENWEST: Moody's Says Asset Purchase No Impact on Ratings
--------------------------------------------------------------
Moody's Investors Service said that WideOpenWest's purchase of $55
million of Broadstripe Communications' assets in Michigan, which
are currently in Chapter 11 bankruptcy reorganization, will have
no impact on the company's ratings, including its B2 Corporate
Family Rating and B2 Probability of Default Rating as well as the
B1 first lien senior secured bank debt rating (LGD3) and the Caa1
second lien bank debt rating (LGD6). The rating outlook remains
stable. Moody's expects that the company will fund the purchase,
if approved by the regulators and the bankruptcy courts, with
available cash on hand and expansion of existing bank facilities.

The principal methodology used in rating WideOpenWest was Moody's
Global Cable Television Industry Methodology, published in July
2009 and available on www.moodys.com in the Rating Methodologies
sub-directory under the Research & Ratings tab. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Headquartered in Eaglewood, Colorado, WideOpenWest Finance, LLC is
a competitive broadband provider offering cable TV, high speed
Internet services and telephony in Illinois, Michigan, Ohio and
Indiana. Its revenue was approximately $598million as of LTM
6/30/2011. The company is privately owned by Avista Capital
Partners.


WILLIAM LYON: Moody's Downgrades Corp. Family Rating to 'Ca'
------------------------------------------------------------
Moody's Investors Service lowered the ratings of William Lyon
Homes, including its corporate family and probability of default
ratings to Ca from Caa2 and the ratings on its public senior
unsecured notes to C from Caa3. The rating outlook is negative.

These rating actions were taken:

Corporate family rating lowered to Ca from Caa2

Probability of default rating lowered to Ca from Caa2

$67 million of 7.625% senior unsecured notes due 12/15/2012
lowered to C (LGD5, 76%) from Caa3 (LGD5, 76%)

$139 million of 10.75% senior unsecured notes due 4/01/2013
lowered to C (LGD5, 76%) from Caa3 (LGD5, 76%)

$78 million of 7.5% senior unsecured notes due 2/15/2014 lowered
to C (LGD5, 76%) from Caa3 (LGD5, 76%)

RATINGS RATIONALE

These rating actions result from the company's recently missed
interest payment of $2.92 million on its 7.5% senior unsecured
notes due 2/15/2014. Moody's will attempt to determine the
company's reasons for missing the coupon payment in light of its
apparent availability of funds to make the payment and its plans
to address what Moody's considers to be an untenable capital
structure.

On August 17, 2011, William Lyon Homes filed an 8K report with the
SEC indicating that it had missed a semi-annual interest payment
of $2,920,012.50 that was due on August 15, 2011 on its 7.5%
senior unsecured notes due 2014 (the Notes). The company currently
plans to make use of the thirty-day grace period provided by the
indenture governing the Notes (the "Indenture"). Non-payment of
interest on the scheduled due date is not an event of default
under the Indenture unless the interest payment is not made within
such thirty-day grace period. If William Lyon Homes does not make
the interest payment by September 14, 2011, however, the trustee
for the Notes (or holders of at least 25% of the outstanding
principal amount of the Notes) would be permitted under the terms
of the Indenture to accelerate the company's obligation to repay
the Notes by providing written notice of acceleration to William
Lyon Homes, at which point an event of default under these Notes
and the company's other senior unsecured notes will have occurred.

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

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated revenue and net income including charges for the
twelve months ended June 30, 2011 were approximately $267 million
and $(146) million, respectively.


WILLIAM B JOHNSON: Places Business Under Chapter 11 Protection
--------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that an entity controlled by Atlanta businessman William
B. Johnson, former owner of the Ritz-Carlton Hotel chain, filed a
Chapter 11 petition in U.S. Bankruptcy Court in Wilmington, Del.,
on Friday.

The bankrupt entity, according to DBR, is on the hook for a $15
million loan that Mr. Johnson used to buy a corporate jet, a 1983
Gulfstream Aerospace G-1159A GIII.  The jet, DBR relates, was set
to be sold at a foreclosure auction on Wednesday.

DBR relates the bankruptcy filing halted a lawsuit filed by Amegy
Bank with the U.S. District Court in Houston, which claimed that
Mr. Johnson is wrongly holding money belonging to the bank and
accused Mr. Johnson of fraud for "knowingly and recklessly" making
false statements.   The bank moved to recover the collateral that
Mr. Johnson had pledged to borrow the money.

DBR recounts the bank said in court documents that Mr. Johnson
bought the jet in early 2008, intending to fly it to complete a
development in the Bahamas called Orchid Bay. In exchange, Mr.
Johnson agreed to put up his 825,427 units of partnership interest
in Host Hotels & Resorts LP -- a chunk of shares worth $9.7
million in late 2009.

Mr. Johnson began missing payment deadlines within months but
managed to dodge consequences with excuses, complaining it would
trigger an adverse tax consequence or promising the closure of a
big transaction "that would save everything," the bank said,
according to the report.

DBR says the loan finally matured in May.  On Aug. 15, the bank
finally got its hands on the necessary procedural information to
cash in on Mr. Johnson's pledged Host Hotels ownership.


WILLIAMS LOVE: U.S. Trustee Unable to Form Committee
----------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Williams, Love, O'Leary &
Powers, P.C., fdba Williams, Dailey & O'Leary, P.C., dba WLOP and
WDO.com, have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest developed among the creditors.

              About Williams Love O'Leary & Powers

Based in Portland, Oregon, Williams, Love, O'Leary & Powers, P.C.,
fdba Williams, Dailey & O'Leary, P.C., dba WLOP and WDO.com, filed
for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 11-37021) on
Aug. 14, 2011.  Judge Elizabeth L. Perris presides over the case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Michael L. Williams, its president.

Attorneys for the Debtor are:

          Albert N. Kennedy, Esq.
          Michael W. Fletcher, Esq.
          TONKON TORP LLP
          888 S.W. Fifth Avenue, Suite 1600
          Portland, OR 97204-2099
          Telephone: 503-221-1440
          Facsimile: 503-274-8779
          E-Mail: al.kennedy@tonkon.com
                  michael.fletcher@tonkon.com

Secured lender Sterling Savings Bank is represented by:

          David W. Criswell, Esq.
          BALL JANIK LLP
          101 SW Main St., Suite 1100
          Portland, OR 97204
          Telephone: (503) 228-2525
          Facsimile: (503) 295-1058
          E-mail: dcriswell@balljanik.com


WILLIAMS LOVE: Says It Can File Schedules by Sept. 12
-----------------------------------------------------
Williams, Love, O'Leary & Powers, P.C., asked the bankruptcy court
for an extension of time within which to file its schedules of
assets and liabilities and statement of financial affairs.

No request has been made for the appointment of a trustee or
examiner, and no unsecured creditors' committee has yet been
established in this case.

The Debtor said it is working diligently to accurately complete
its schedules and statement of financial affairs.

                About Williams Love O'Leary & Powers

Based in Portland, Oregon, Williams, Love, O'Leary & Powers, P.C.,
fdba Williams, Dailey & O'Leary, P.C., dba WLOP and WDO.com, filed
for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 11-37021) on
Aug. 14, 2011.  Judge Elizabeth L. Perris presides over the case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Michael L. Williams, its president.

Attorneys for the Debtor are:

          Albert N. Kennedy, Esq.
          Michael W. Fletcher, Esq.
          TONKON TORP LLP
          888 S.W. Fifth Avenue, Suite 1600
          Portland, OR 97204-2099
          Telephone: 503-221-1440
          Facsimile: 503-274-8779
          E-Mail: al.kennedy@tonkon.com
                  michael.fletcher@tonkon.com

Secured lender Sterling Savings Bank is represented by:

          David W. Criswell, Esq.
          BALL JANIK LLP
          101 SW Main St., Suite 1100
          Portland, OR 97204
          Telephone: (503) 228-2525
          Facsimile: (503) 295-1058
          E-mail: dcriswell@balljanik.com


* 5th Circ. Says Trustee Can Pursue Hidden Ch. 7 Asset
------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the Fifth Circuit
affirmed en banc Thursday a district court's ruling that a
bankruptcy trustee could pursue a $1 million claim against
Arlington, Texas, despite the fact that the debtor didn't disclose
that asset when he filed for Chapter 7.

The decision reversed a three-judge panel of the Fifth Circuit,
which ruled in 2010 that trustee Diane G. Reed could not pursue
settlement money awarded to former firefighter Kim Lubke in a
Family and Medical Leave Act suit against the city, according to
Law360.


* Chapter 7 Trustees Face New Banking Fees on Estate Deposits
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that after near-zero interest
rates turned off banks to providing free deposits for Chapter 7
bankruptcy liquidations, an arm of the U.S. Justice Department is
trying to rekindle the flame.


* U.S. Set to Sue a Dozen Big Banks Over Mortgages
--------------------------------------------------
American Bankruptcy Institute reports that the federal agency that
oversees the mortgage giants Fannie Mae and Freddie Mac is set to
file suits against more than a dozen big banks, accusing them of
misrepresenting the quality of mortgage securities they assembled
and sold at the height of the housing bubble, and seeking billions
of dollars in compensation.


* Bankruptcy Risk for Companies Is a Worry Again, ABI Reports
-------------------------------------------------------------
American Bankruptcy Institute reports that the market's recent
losses threaten to give rise to bankruptcy fears as yields on
risky debt are creeping higher, raising borrowing costs and
threatening tougher times for companies that need to refinance
billions in obligations.


* U.S. Senate to Quickly Confirm Two Nominees for SEC
------------------------------------------------------
American Bankruptcy Institute reports that the U.S. Senate could
move quickly to confirm two nominees for the Securities and
Exchange Commission when it returns in September, a move that
would bring the commission back to full strength.


* U.S. Inquiry Eyes S&P Ratings of Dozens Mortgage Securities
-------------------------------------------------------------
American Bankruptcy Institute reports that the Justice Department
is investigating whether the nation's largest credit ratings
agency, Standard & Poor's, improperly rated dozens of mortgage
securities in the years leading up to the financial crisis.


* MountainView Buys $282 Million FDIC Portfolio
-----------------------------------------------
MountainView Capital Holdings, LLC disclosed that MountainView
Public Private Investment I, LLC was the successful bidder in the
sale of 1,453 single family residential mortgage loans by the
FDIC.  The loan portfolio is from 48 failed bank receiverships and
has an unpaid principal balance of approximately $282 million.
The FDIC, in its receivership capacity, will retain a 60% interest
in the portfolio.

The FDIC conducted the sale through a competitive auction held on
August 9. MountainView closed the acquisition of the portfolio on
September 1 in conjunction with Statebridge Company, LLC, the
Denver-based special servicer that will be utilized to service the
loans.  Geneva House, LLC, an affiliate of Statebridge, is co-
investing with MountainView as a minority investor.

"This acquisition is a significant accomplishment for MountainView
and its asset management franchise," commented Michael Morgan, CEO
of MountainView Capital Holdings.  "We have provided transaction
advice to sellers and buyers since 1989, we expanded into asset
management in 2008 with the launch of our first fund, and our team
has now consummated a transaction that should be a great
opportunity for investors in our second fund."

"In conducting our due diligence, we were very impressed with the
credit quality of the portfolio and the relative strength of the
collateral," added James Sherrill, Managing Director and Portfolio
Manager at MountainView.

"Statebridge is proud to partner with MountainView and the FDIC to
service this portfolio," said Kevin Kanouff, CEO and President of
Statebridge.  "In addition, this is the largest investment to date
by Geneva House, our affiliate investment vehicle.  Geneva House
was created, in part, to invest along with Statebridge clients as
a way to further align the interests of investor and servicer."

                About MountainView Capital Holdings

Headquartered in Denver, MountainView Capital Holdings is a
financial services firm focused on the diverse needs of
participants in the mortgage and fixed income capital markets.
With expertise in asset management, valuation, risk management,
trading, marketing and sales, MountainView is uniquely qualified
to create value in all market conditions, and the firm continues
to build on a longstanding commitment to offer a broad range of
services.

                    About Statebridge Company

Statebridge Company is a Denver-based provider of custom, high-
touch servicing for the residential mortgage industry. Statebridge
was founded on the principle that a combination of technology,
deep industry experience, custom borrower touch, and a contrarian
view of loan servicing makes a positive difference in the
performance of mortgage portfolios.


* Nixon Peabody Snags 2 Paul Hastings Corporate Pros
----------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Nixon Peabody LLP
said it had added two corporate partners, who led Paul Hastings
LLP's affordable housing tax credit practice and have handled debt
restructurings and other complex transactions, to its New York
office.

Alan S. Cohen and Mark A. Kreitman together represented a unit of
Centerline Holding Co. in a series of debt restructurings that
closed in March 2010.

The pair joined Nixon Peabody's tax credit finance and syndication
practice, which also added an associate and paralegal at the same
time.


* 3 Wendel Bankruptcy Lawyers Named Calif. Super Lawyers
--------------------------------------------------------
Fourteen Wendel, Rosen, Black & Dean LLP attorneys have been
honored as Northern California Super Lawyers and two have been
named Northern California Rising Stars for 2011.

Northern California Super Lawyers, a Thompson Reuters rating
service and publication, selects outstanding attorneys from more
than 70 practice areas through a rigorous, multifaceted nomination
process that comprises a statewide survey of lawyers, detailed
peer review and extensive research of each candidate.
Approximately five percent of the Northern California Bar received
the distinction.

For the second consecutive year, approximately one-third of Wendel
Rosen partners were named Super Lawyers or Rising Stars,
representing the firm's bankruptcy, business litigation,
construction litigation, environmental, estate planning and real
estate practices.

Also following suit from the 2010 edition, real estate litigation
partner Charles Hansen was again named to the prestigious Top 100
List, Super Lawyers' highest distinction.

This is the eighth Northern California Super Lawyers inclusion for
six Wendel Rosen attorneys, each of whom has been honored every
year since the inaugural list in 2004: Michael Cooper, Michael
Dean, Elizabeth Engh, Charles Hansen, Howard Lind and Deanna Lyon.

Wendel Rosen attorneys for banrkutpcy and creditor/debtor rights
that are included in the 2011 Northern California Super Lawyers
list are Mark S. Bostick, Penn A. Butler, and Michael D. Cooper.

                         About Wendel Rosen

Wendel, Rosen, Black & Dean LLP serves a diverse clientele of
business, public and individual clients located throughout
California and the United States. With offices in Oakland and
Modesto, California, the 102-year-old firm advises clients on
transactional and civil litigation matters in several related
fields of law, including real estate; business/corporate;
construction; creditors' rights/bankruptcy; eminent domain;
employment; environmental; estate planning, trusts and probate;
green business; insurance; intellectual property; land use;
taxation; and technology. In 2003, the firm became the first law
firm in the country to gain third-party certification as a green
business and has won numerous recognitions for its leadership in
the green economy.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                               Total
                                              Share-      Total
                                    Total   Holders'    Working
                                   Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------          ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN           116.7      (13.2)      (2.9)
ACCO BRANDS CORP   ABD US         1,135.8      (28.3)     339.3
ALASKA COMM SYS    ALSK US          615.6      (37.7)      20.4
AMC NETWORKS-A     AMCX US        2,110.5   (1,099.4)     514.7
AMER AXLE & MFG    AXL US         2,195.4     (357.9)      50.1
AMERISTAR CASINO   ASCA US        2,067.1     (121.9)     (40.8)
AMR CORP           AMR US        25,787.0   (4,509.0)  (1,769.0)
ANOORAQ RESOURCE   ARQ SJ         1,016.8     (119.1)      20.8
AUTOZONE INC       AZO US         5,884.9   (1,119.5)    (655.3)
BLUEKNIGHT ENERG   BKEP US          327.4      (45.5)     (90.0)
BOSTON PIZZA R-U   BPF-U CN         146.1     (101.0)       1.3
CABLEVISION SY-A   CVC US         6,975.1   (5,439.8)    (703.4)
CANADIAN SATEL-A   XSR CN           174.4      (29.8)     (55.9)
CARBONITE INC      CARB US           42.6      (11.4)     (18.2)
CC MEDIA-A         CCMO US       16,882.1   (7,270.0)   1,501.0
CENTENNIAL COMM    CYCL US        1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US         1,410.8     (330.1)     223.4
CHEFS WAREHOUSE    CHEF US           81.3      (47.8)      12.9
CHENIERE ENERGY    CQP US         1,726.6     (559.0)      22.7
CHENIERE ENERGY    LNG US         2,619.8     (430.3)    (103.2)
CHOICE HOTELS      CHH US           441.3      (27.9)       6.5
CINCINNATI BELL    CBB US         2,658.5     (633.6)      30.5
CLOROX CO          CLX US         4,163.0      (86.0)     (86.0)
DENNY'S CORP       DENN US          286.7      (99.5)     (39.9)
DIRECTV-A          DTV US        19,177.0   (1,399.0)   1,270.0
DISH NETWORK-A     DISH US       12,827.7      (92.6)   2,164.2
DISH NETWORK-A     EOT GR        12,827.7      (92.6)   2,164.2
DOMINO'S PIZZA     DPZ US           487.0   (1,171.4)     167.9
DUN & BRADSTREET   DNB US         1,767.1     (567.8)    (483.7)
EASTMAN KODAK      EK US          5,334.0   (1,419.0)     842.0
ECOSYNTHETIX INC   ECO CN            45.2     (346.7)      32.2
EXELIXIS INC       EXEL US          454.2      (81.8)      90.2
FRANCESCAS HOLDI   FRAN US           59.1      (55.5)      13.2
FREESCALE SEMICO   FSL US         4,583.0   (4,401.0)   1,329.0
GENCORP INC        GY US            987.3     (161.1)      94.3
GLG PARTNERS INC   GLG US           400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US         400.0     (285.6)     156.9
GOLD RESERVE INC   GRZ CN            91.5      (14.8)      64.9
GOLD RESERVE INC   GRZ US            91.5      (14.8)      64.9
GRAHAM PACKAGING   GRM US         2,947.5     (520.8)     298.5
HANDY & HARMAN L   HNH US           391.4       (6.5)      18.5
HCA HOLDINGS INC   HCA US        23,877.0   (7,534.0)   2,613.0
HOVNANIAN ENT-B    HOVVB US       1,736.6     (349.8)   1,071.5
HUGHES TELEMATIC   HUTC US          100.6      (94.9)     (28.3)
INCYTE CORP        INCY US          416.7     (136.3)     281.3
IPCS INC           IPCS US          559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US          135.7      (66.5)      10.4
JUST ENERGY GROU   JE CN          1,471.5     (208.2)    (299.7)
LIZ CLAIBORNE      LIZ US         1,247.3     (211.1)     (52.7)
LORILLARD INC      LO US          2,498.0     (831.0)     904.0
MAINSTREET EQUIT   MEQ CN           475.2      (10.5)       -
MEAD JOHNSON       MJN US         2,526.1     (184.5)     652.4
MERITOR INC        MTOR US        2,838.0     (963.0)     226.0
MOODY'S CORP       MCO US         2,744.6      (16.6)     691.1
MORGANS HOTEL GR   MHGC US          604.4      (51.3)     112.0
NATIONAL CINEMED   NCMI US          817.6     (329.8)      62.2
NAVISTAR INTL      NAV US         9,966.0     (764.0)   1,819.0
NEXSTAR BROADC-A   NXST US          558.0     (183.4)      35.4
NPS PHARM INC      NPSP US          253.3      (27.3)     201.5
OTELCO INC-IDS     OTT-U CN         317.0       (8.6)      21.8
OTELCO INC-IDS     OTT US           317.0       (8.6)      21.8
PALM INC           PALM US        1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDLI US          284.3     (293.5)      (4.6)
PLAYBOY ENTERP-A   PLA/A US         165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US           165.8      (54.4)     (16.9)
PRIMEDIA INC       PRM US           208.0      (91.7)       3.6
PROTECTION ONE     PONE US          562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US          279.4     (113.4)      47.2
QWEST COMMUNICAT   Q US          16,849.0   (1,560.0)  (2,828.0)
REGAL ENTERTAI-A   RGC US         2,367.9     (538.3)     (72.9)
RENAISSANCE LEA    RLRN US           57.0      (28.2)     (31.4)
REVLON INC-A       REV US         1,100.0     (677.5)     144.6
RSC HOLDINGS INC   RRR US         2,949.6      (59.2)    (205.0)
RURAL/METRO CORP   RURL US          303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US         1,725.5     (260.7)     429.3
SINCLAIR BROAD-A   SBGI US        1,497.3     (135.3)      69.0
SINCLAIR BROAD-A   SBTA GR        1,497.3     (135.3)      69.0
SKULLCANDY INC     SKUL US          108.5      (12.5)      33.2
SMART TECHNOL-A    SMT US           574.8      (17.3)     194.3
SMART TECHNOL-A    SMA CN           574.8      (17.3)     194.3
SUN COMMUNITIES    SUI US         1,322.8      (65.4)       -
TAUBMAN CENTERS    TCO US         2,495.4     (426.8)       -
THERAVANCE         THRX US          303.1      (37.5)     253.4
TOWN SPORTS INTE   CLUB US          450.6       (4.3)     (35.4)
UNISYS CORP        UIS US         2,642.9     (661.8)     374.7
VECTOR GROUP LTD   VGR US           941.2      (50.1)     257.6
VERISIGN INC       VRSN US        1,795.6       (4.2)     873.4
VERISK ANALYTI-A   VRSK US        1,408.1     (144.4)    (216.1)
VIRGIN MOBILE-A    VM US            307.4     (244.2)    (138.3)
VONAGE HOLDINGS    VG US            235.9      (75.0)     (65.6)
WARNER MUSIC GRO   WMG US         3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS    WTW US         1,104.5     (542.4)    (274.4)
WORLD COLOR PRES   WC CN          2,641.5   (1,735.9)     479.2
WORLD COLOR PRES   WCPSF US       2,641.5   (1,735.9)     479.2
WORLD COLOR PRES   WC/U CN        2,641.5   (1,735.9)     479.2



                           *********

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, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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

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


                  *** End of Transmission ***