TCR_Public/110914.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 14, 2011, Vol. 15, No. 255

                            Headlines

155 EAST TROPICANA: Hooters Reorganization Hit by Canpartners
ALAMABA AIRCRAFT: Seeks Plan Exclusivity Until Dec. 12
ANDRONICO'S MARKETS: Renwood-Led Auction for Assets on Oct. 13
ANDRONICO'S MARKETS: Can Access $5-Mil. Loan from Buyer
APTHORP: Owners of Landmark Property Balk at Sale of Mortgage

ARCHBROOK LAGUNA: Court OKs Macquarie Capital as Financial Advisor
ARCTIC GLACIER: CPP Board & West Face Refuse to Extend Waiver
BARZEL INDUSTRIES: Wins Plan Approval as No Objections Filed
BEAZER HOMES: Moody's Cuts Corporate to 'Caa2'; Outlook Stable
BEAZER HOMES: Fitch Cuts Issuer Default Rating to 'CCC'

BERNARD L. MADOFF: Customers Claim Page-Limit Compliance
BLACK CROW: Paul Stone Gets Control in Exchange for $20 Mil.
BORDERS GROUP: Wins OK to Assign 14 Leases to Books-A-Million
BORDERS GROUP: Wins Nod to Make $1.75-Mil. Severance Payments
BORDERS GROUP: Glen Tomaszewski Out as VP, CAO

BORDERS GROUP: Next Jump Drops Bordersperks But Has Counterclaims
BUTTERMILK TOWNE: Proposes Oct. 17 Auction for All Assets
BUTTERMILK TOWNE: Can Access BofA Cash Collateral Until Nov. 12
CAFE U&I: Files for Chapter 7 Bankruptcy
CARGO TRANSPORTATION: Trustee Drops Bid to Dismiss Chapter 11 Case

CHARLESTON ASSOCIATES: Can Access BofA Cash Until Oct. 31
CIMA LLC: Schedules and Statement Due Tomorrow
CIMA LLC: Creditors Have Until Dec. 22 to File Proofs of Claim
CLAUDIO OSORIO: Starting Bid for Mansion at $10.5 Million
CUMULUS MEDIA: Election Form Submission Deadline Moved to Sep. 15

DEB SHOPS: Files Schedules of Assets and Liabilities
DESERT OASIS: Could Exit Bankruptcy by Year End
DILLARDS INC: Moody's Upgrades Corporate Family Rating to 'B1'
DYNEGY INC: Announces Tender Offer & Consent Solicitation Results
ELCOTEQ INC: Summoned to Answer Bankruptcy Allegations
ENER1 INC: Glancy Binkow Files Securities Class Suit

ENER1 INC: Charles Johnson Files Securities Class Action
ENER1 INC: Lieff Cabraser Investigates Potential Illegal Conduct
ENER1 INC: Pomerantz Law Leads Securities Class Action Suit
EXTENDED STAY: Trust Sues Blackstone for $8-Bil. Over Buyout
EXTENDED STAY: Claims Objection Deadline Extended Until 2012

EXTENDED STAY: Litigation Trust Submits Report for 4th Quarter
FAITH CHRISTIAN: Can Employ Counts Real Estate Group as Realtor
FALLS AT TOWNE: Court Dismisses Geneva Multi-Family Case
FANNIE MAE: Regulator Considering Obama's Mortgage Plan
FGIC CORP: Has Three Superior Proposals for Ch. 11 Plan

FONTAINEABLEAU: Ch. 7 Trustee Proposes to Settle Avoidance Actions
FONTAINEABLEAU: J. Soffer Wants Protective Order From 2004 Notices
FONTAINEABLEAU: J. Soffer Wants Insurers to Pay Defense Costs
FREDDIE MAC: Regulator Considering Obama's Mortgage Plan
FREESCALE SEMICONDUCTOR: Moody's Lifts Corporate to 'B2'

GATEWAY METRO: Pasadena Building Owner Files for Chapter 11
GELT PROPERTIES: Organizational Meeting to Form Panel on Sept. 14
GLOBAL PROPOSAL: Files for Chapter 7 Bankruptcy Protection
GRAHAM PACKAGING: Fitch Withdraws CCC Ratings on 2 Note Classes
GREAT ATLANTIC: Wants Mediation for Billions in PI Claims

GREAT ATLANTIC: Seeks to Expand PricewaterhouseCoopers Hiring
GSC GROUP: Objections to Plan Disclosures Due Sept. 26
GYMBOREE CORPORATION: Moody's Affirms 'B2' Corporate Family Rating
HARRY & DAVID: Court Enters Plan Confirmation Order
HAWAII MEDICAL: Objects to Committee's Bid to Dismiss Ch. 11 Cases

HD SUPPLY: Completes Sale of Plumbing/HVAC Business to Hajoca
HEALTHSPRING INC: Moody's Affirms 'Ba3' Senior Secured Rating
INNER CITY: Reaches Deal on Pre-Negotiated Financial Restructuring
JCE DELAWARE: Amends Cash Collateral Use Pact with First State
JEFFERSON COUNTY: Commissioners to Meet Sept. 16 on Bankruptcy

KB HOME: Fitch Downgrades Issuer Default Rating to 'B+'
KOREA TECHNOLOGY: Files Schedules of Assets and Liabilities
LA VILLITA: Can Use Cash Collateral Until Sept. 30
LEHMAN BROTHERS: Turnberry Wants Lift Stay to Pursue Nevada Case
LEHMAN BROTHERS: LCPI Proposes Deal With SunCal Trustee

LEHMAN BROTHERS: Committee Proposes to Prosecute LCPI Lawsuits
LEHMAN BROTHERS: Citi Seeks Dismissal of Most of $1.3-Bil. Suit
LEHMAN BROTHERS: Taps Hardinger as Counsel for JPM Litigation
LEHMAN BROTHERS: Court OKs Votes Tabulation Services from Epiq
LENOX 126: Files Chap. 11 Plan & Disclosure Statement

LYDIAN SF: Sec. 341 Creditors' Meeting Set for Oct. 3
LYDIAN SF: Status Conference Set for Oct. 13
MADISON 92ND: Owner Fights Dismissal, Trustee Request
MARCO POLO: Lenders Call DIP Loan "Unfair Insider Transaction"
MARY A II: Files Proposed Reorganization Plan

MARY A II: Lender Seeks Dismissal of Chapter 11 Case
MARY A II: Sec. 341 Creditors Meeting Set for Oct. 5
MARY A II: Taps Berger Singerman as Chapter 11 Counsel
MERIT GROUP: Now TMG Liquidation Following Sale
MERIT GROUP: Creditors Have until Oct. 6 to File Proofs of Claim

MERIT GROUP: Committee to Be Co-Proponent, Has More Work for Atty.
MP-TECH AMERICA: JH Industry OK'd to Buy Substantially All Assets
MT. ZION: Hearing on PNC Bank's Cash Access Set for Sept. 15
NAVISTAR INTERNATIONAL: Wellington Discloses 10% Equity Stake
NEW ENGLAND REALTY: Gets Notice of Noncompliance From NYSE Amex

NEW JERSEY DEVILS: Denies NY Post Report on Bankruptcy
NEWPAGE CORP: Wisconsin Rapids City Members to Meet Debtor
OMEGA NAVIGATION: Court OKs Jefferies & Co as Investment Banker
OMEGA NAVIGATION: Committee Hires Jager Smith as Counsel
PARAMOUNT LIMITED: Chapter 11 Reorganization Case Dismissed

PASTELERIA LORENA: Files for Chapter 7 Bankruptcy Protection
PAUL BRENNEKE: Case Management Conference Scheduled for Sept. 20
PAUL BRENNEKE: U.S. Trustee Unable to Appoint Creditors Committee
PAUL BRENNEKE: Files Schedules of Assets and Liabilities
PEGASUS RURAL: Sept. 27 Hearing for Trustee/Dismissal

PERKINS & MARIE: Wins Approval of Disclosure Statement
PHILADELPHIA ORCHESTRA: Court Approves Adequate Protection to FDS
POINT BLANK: Asks for Approval of Forbearance Agreement
POINT BLANK: Time to Decide on Industrial Lease Moved to Sept. 1
PPI HOLDINGS: Disclosures Approved, Plan Objections Due Sept. 19

QIMONDA RICHMOND: "Plan is Acceptable," DIP Lenders Say
RIGHTHAVEN LLC: May Opt for Asset Sale or Bankruptcy
ROTHSTEIN ROSENFELDT: Big Investor Sued for Return of Millions
ROUND TABLE: Cash Use Order Amended to Allow Cure Amount Payments
RYLAND GROUP: Fitch Downgrades Issuer Default Rating to 'BB-'

SBARRO INC: Court Approves $18.6-Mil. Exit Financing
SCHOMAC GROUP: U.S. Trustee Unable to Form Committee
SEAVIEW PLACE: Can Hire Bernard Egan as Accountant
SEAVIEW PLACE: Plan Evidentiary Hearing Set for Oct. 17
SEDONA DEVELOPMENT: Settles Disputes With Williams Scotsman

SHAMROCK-SHAMROCK: Taps S. Ponder for Landlord-Tenant Issues
SHENGDATECH INC: Court Enjoins Chen From Taking Over
SHENGDATECH INC: Gets Final Approval to Employ Alvarez & Marsal
SHINGLE SPRINGS: Moody's Keeps 'Caa2' Corporate Family Rating
SIGNATUE STYLES: Wants Until Dec. 31 to Decide on Leases

SOLYNDRA LLC: Seeks to Reject Lease for Fremont, Calif. Building
SOLYNDRA LLC: Faces 2 Class Suits Over WARN Act Violations
SOUTH EDGE: Judge Approves Plan's Disclosure Statement
SOUTH OF THE STADIUM: Can Hire Richard W. Ward as Bankr. Counsel
SPECTRAWATT INC: To Auction Off Hudson Valley Facility Sept. 28

SPRING POINTE: Sec. 341(a) Creditors' Meeting Set for Oct. 6
STELLAR GT: Court OKs Nov. 2 Auction of Substantially All Assets
SUGARLEAF TIMBER: Files Chapter 11 Reorganization Plan
TCI LUNA: Hiring Eric A. Liepins as Bankruptcy Counsel
TCI LUNA: Sec. 341 Creditors' Meeting Set for Sept. 28

TERRESTAR CORP: Court to Consider Plan Outline on Sept. 19
TERRESTAR CORP: Shareholder Questions Akin Gump's Objectivity
THORNBURG MORTGAGE: Judge Approves $94 Million Barclays Suit
TONY PACKO'S: Deposition in Receivership Case Uncertain
TRANSWEST RESORT: Can Use Cash Collateral Until Dec. 1

USG CORP: Fitch Downgrades Issuer Default Rating to 'B-'
VITAMINSPICE INC: Hearing on Involuntary's Dismissal Today
WACO HOLDINGS: Scaffolding Installer Files for Ch. 11 to Sell Biz
WASHINGTON MUTUAL: Fights Investors Over $337MM in Asset Claims
WESTERN COMMUNICATIONS: Seeks to Access BofA's Cash Collateral

WESTERN COMMUNICATIONS: Wants Until Sept. 20 to File Schedules
WESTERN COMMUNICATIONS: Sec. 341 Creditors Meeting on Sept. 30
WESTERN COMMUNICATIONS: Taps Tonkon Torp as Ch. 11 Counsel
WOLF MOUNTAIN: Needs Access to $500,000 DIP Financing
WOLF MOUNTAIN: To Decide on Osguthorpe Lease Until Plan Approval

WOLF MOUNTAIN: Court Denies ASC Utah's Motion to Dismiss Case
WOLF MOUNTAIN: Wants Plan Filing Exclusivity Until Jan. 3
XTL BIOPHARMACEUTICALS: Posts $280,000 Net Loss in 2nd Quarter
YESTERDAY'S VILLAGE: UB Properties Acquires Asset for $3.6 Million

* Student Loan Defaults Rise to 8.8% in Fiscal 2009
* Years of Borrowing Have Pennsylvania Capital Dodging Default

* Debevoise Welcomes Bankruptcy Pro Labovitz From Kirkland
* Kenneth Freda Joins ESBA in New York as Managing Director

* Upcoming Meetings, Conferences and Seminars


                            *********


155 EAST TROPICANA: Hooters Reorganization Hit by Canpartners
-------------------------------------------------------------
Vegas Inc. reports that the Hooters casino resort in Las Vegas is
disputing charges by its main creditor that the creditor's
foreclosure of the bankrupt property is inevitable.

Hooters also portrayed creditor Canpartners as an opportunistic
investor in distressed debt hoping to profit from the Hooters
casino's misfortunes tied to the global recession, according to
the report, citing court filings.

After the bankruptcy, Canpartners, a unit of Los Angeles
investment company Canyon Capital Realty Advisors, said the
Hooters casino brand had failed in Las Vegas and reorganization
efforts are aimed at the unrealistic goal of finding a white
knight to bail out Hooters' investors and to keep existing
management in place.

The report says Canpartners also objected to plans by Hooters to
hire professionals to seek new funding or a buyer for the company,
charging this was a waste of Canpartners' cash collateral held by
Hooters as the property is so deeply underwater it has no chance
of successfully reorganizing.

The report adds Canpartners says the property is worth just
$70 million but is encumbered by debt with a face value of more
than $180 million.

The report notes Hooters disputed assertions it's a foregone
conclusion it can't successfully reorganize.

"Canpartners is stating that it will never agree to any proposal,
and therefore, the court should end this proceeding.  If one takes
this to its logical conclusion, then in every Chapter 11 case, a
secured creditor has a veto over the Chapter 11 case.  Canpartners
knows that this is not the way it works; that it is not a Roman
emperor who can decide life and death for others simply by a
thumbs up or down," said Hooters' filing by its attorneys with the
Las Vegas law firm Gordon Silver.

The report relates that Hooters disputed Canpartners' charges it
had unnecessarily inflated executives' salaries, saying its CEO
and president, Neil Kiefer and Mike Hessling, respectively,
haven't received salary increases during their five years with the
company.

Bankruptcy Judge Bruce Markell in Las Vegas plans hearings in
November on whether Hooters can continue to use Canpartners' cash
collateral as Hooters tries to reorganize.

                     About 155 East Tropicana

155 East Tropicana owns the world's first Hooters Casino Hotel, a
696-room and 4-suite hotel located one block from the Las Vegas
Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, LLC, along with an affiliate, sought
Chapter 11 protection (Bankr. D. Nev. Case No. 11-22216) on
Aug. 1, 2011.  155 East sought bankruptcy protection to stop a
scheduled foreclosure of the second-lien debt.  The two secured
credit facilities were accelerated early 2011.  Canpartners Realty
Holding Co. IV LLC acquired 98.4% of the $130 million in 8.75%
second-lien senior secured notes.  An additional $32.2 million of
interest is owing on the second-lien debt.  US Bank NA is the
indenture trustee.  Holders of the $14.5 million in first-lien
debt have Wells Fargo Capital Finance Inc. as their agent.  The
first-lien obligation is fully secured.  Interest has been paid
currently at the default rate.

Gerald M. Gordon, Esq., Brigid M. Higgins, Esq., and Candace C.
Clark, Esq., at Gordon & Silver, Ltd., in Las Vegas, Nevada, serve
as counsel to the Debtors in the Chapter 11 cases.  Garden City
Group, Inc., is the claims agent.

155 East Tropicana disclosed $63,236,842 in assets, and
$189,794,389 in liabilities as of the Chapter 11 filing.


ALAMABA AIRCRAFT: Seeks Plan Exclusivity Until Dec. 12
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alabama Aircraft Industries Inc. was authorized by
the U.S. Bankruptcy Court in Delaware to sell the business for
$500,000 to Kaiser Aircraft Industries Inc.

Mr. Rochelle also reports that AAI filed a motion for an extension
until Dec. 12 of the exclusive right to propose a Chapter 11 plan.
The hearing on the motion is scheduled for Oct. 13.

According to Mr. Rochelle, the sale contract allows Kaiser
Aircraft to pursue some lawsuits through a litigation trust, while
giving 10% of recoveries to creditors of AAI.  Kaiser Aircraft,
which funds the litigation trust, is a subsidiary of Kaiser Group
Holdings Inc. The buyer also pays the cost to cure payments
defaults on contracts and leases being taken over.  Kaiser will
have two of three appointments to the advisory board for the
trust.

                     About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport.  The
Company currently has 92 salaried employees and 234 hourly
employees.  About 251 hourly employees were furloughed since
Jan. 1, 2010.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454). Alabama Aircraft estimated
assets and debts of $1 million to $10 million as of the Chapter 11
filing.

When it filed for bankruptcy, the Company said the primary goal
was to address long-term indebtedness and, in particular, long-
term pension obligations under the terms of its pension plan.  The
Company said it would likely cease operations absent the
elimination of its obligations under the pension plan.  The
Company owes $68.5 million to the Pension Benefit Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.


ANDRONICO'S MARKETS: Renwood-Led Auction for Assets on Oct. 13
--------------------------------------------------------------
The Hon. Edward D. Jellen of the U.S. Bankruptcy Court for the
Northern District of California authorized Andronico's Markets,
Inc., to sell certain assets in an auction led by Renwood
Andronico Lending 1, LLC, or its designee.

As reported in the Troubled Company Reporter on Sept. 2, 2011,
Renwood Andronico Lending 1, an entity formed by Renovo Capital,
LLC, is the Debtor's senior secured creditor with a lien on
substantially all of the Debtor's assets holding a claim of
roughly $29 million.

Pursuant to the purchase agreement, the buyer will pay roughly
$20 million in a combination of cash and a credit bid against the
Debtor's obligations to the buyer under the DIP Facility or the
prepetition debt.  The buyer will have the sole discretion to
determine whether its credit bid is on account of prepetition debt
or amounts owed under the DIP Facility.

The purchase agreement will exclude, among other things, cash up
to a specified amount, certain avoidance claims and causes of
action.  The purchase agreement further provides for the
assumption and assignment of certain specified executory contracts
and unexpired leases of the Debtor.  The sale of the purchased
assets will be free and clear of all liens, claims, encumbrances
and other interests to the fullest extent allowed by law except as
provided by the purchase agreement.  The sale must close by
Oct. 7.

The auction will take place at the sale hearing scheduled for
Oct. 13, 2011, at 9:00 a.m. (Pacific time).

In the event the Debtor does not receive by 5:00 p.m. (Pacific
time) on Oct. 7, (bid deadline) at least one qualified bid for the
purchased assets, other than the purchase agreement, Renwood will
be deemed the successful bidder and the Debtor will seek approval
of its sale to Renwood pursuant to the purchase agreement at the
sale hearing.  Objections, if any, to the sale are due Sept. 29.

In the event of any competing bids for the assets, resulting in
Renwood not being the successful buyer, it will receive a breakup
fee of $250,000 to be paid at the time of the closing of the sale
with such third party buyer.

The non-debtor parties to the assumed contracts will have until
Sept 29, to (a) object to the assumption and assignment of any of
the assumed contracts; (b) object to the amount of the cure
amounts; or (c) assert that non-monetary defaults, conditions or
pecuniary losses or other amounts must be cured or satisfied
(including all compensation for any pecuniary loss resulting from
a default in respect of the assumed contracts) under any of the
assumed contracts in order for the assumed contracts to be assumed
and assigned.

                    About Andronico's Markets

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.

Andronico'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.  Attorneys at Murray & Murray, in Cupertino,
Calif., represent the Debtor as counsel.  Bailey, Elizondo &
Brinkman LLC serves as its financial and restructuring advisor.
Rust Consulting, Inc., as the clerk of court's noticing and
claims agent.

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


ANDRONICO'S MARKETS: Can Access $5-Mil. Loan from Buyer
-------------------------------------------------------
Judge Edward D. Jellen of the U.S. Bankruptcy Court for the
Northern District of California, Oakland Division, authorized
Andronico's Markets, Inc., aka Andronico's Community Markets, to
obtain postpetition financing from Renwood Andronico Lending I,
LLC.

Renwood Andronico is providing up to $5 million in DIP financing.
The DIP Facility will be used to fund, among other things, ongoing
working capital needs of Debtor, and pay fees and expenses owed to
the DIP Lender under the DIP Facility.

As of the Petition Date, Debtor owed DIP Lender approximately
$29,945,493, consisting of principal of $27,721,315, contingent
liability for issued letters of credit of $345,000, accrued
interest of $1,682,781, and attorney fees and expense
reimbursement of $197,000 pursuant to (i) the Credit Agreement
dated as of February 14, 2007 between Debtor and Bank of the West,
the predecessor to DIP Lender, as the agreement has been amended
and modified from time to time and (ii) the Second Lien Credit
Agreement dated as of February 14, 2007 between Debtor and Special
Situations Investing, Inc., the predecessor to DIP Lender, as the
agreement has been amended and modified from time to time.

The Debtor agrees that the DIP Lender has an allowed claim in the
amount of the Prepetition Obligation without the necessity of
filing a proof of claim.

As collateral for the Prepetition Obligations, the DIP Lender has
a first priority security interest in and lien upon all of the
assets of the Debtor, subject only to certain liens with priority
over the Prepetition Liens.

The liens, security interests and superiorpriority administrative
expense are subject to and subordinate to a carve out for payment
of professional fees and U.S. Trustee fees.

                    About Andronico's Markets

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.

Andronico'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.  Attorneys at Murray & Murray, in Cupertino,
Calif., represent the Debtor as counsel.  Bailey, Elizondo &
Brinkman LLC serves as its financial and restructuring advisor.

An official committee of unsecured creditors was appointed on
Aug. 25, 2011.

The Debtor scheduled $18,520,090 in assets and $67,094,619 in
liabilities as of the Chapter 11 filing.


APTHORP: Owners of Landmark Property Balk at Sale of Mortgage
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that just when it looked like the
long-running saga surrounding the Apthorp was winding down, a new
battle is heating up for control of the 103-year-old landmark
property.


ARCHBROOK LAGUNA: Court OKs Macquarie Capital as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has given Archbrook Laguna Holdings LLC, et al., final
authorization to employ Macquarie Capital (USA) Inc. as their
financial advisor.

As financial advisor, Macquarie will assist in the evaluation of
the Debtors' business and prospects, assist in the development of
long-term business plan and related financial projections, analyze
various restructuring scenarios and the potential impact of these
scenarios on the recoveries of various stakeholders impacted by
the restructuring, and provide strategic advice with regard to
restructuring or refinancing the Debtors' obligations.

Macquarie will be paid for professional services according to a
fee structure, which provides for:

   (a) a monthly advisory fee of $125,000 per month with 50% of
       all Monthly Fees after the third Monthly Fee credited,
       without duplication, against any earned Restructuring Fee,
       Sale Transaction Fee or Financing Fee; and

   (b) a Financing Fee in an amount equal to:

       * 1% of the gross proceeds of all senior indebtedness;

       * 2% of the gross proceeds of all junior secured
         indebtedness;

       * 3% of the gross proceeds of all mezzanine indebtedness;

       * 5% of the gross proceeds of all equity, equity-linked or
         equity-like securities or indebtedness; and

       * with respect to any other securities of a financing,
         underwriting discounts, placement fees or other
         compensation, customary under the circumstances, as will
         be mutually agreed upon by the Company and Macquarie;
         and

   (c) a Restructuring Fee equal to 2% of the aggregate
       outstanding principal amount of the restructured
       obligations, which will not be less than $1,250,000,
       payable upon consummation of any restructuring pursuant to
       a bankruptcy proceeding; or

   (d) a Sale Transaction Fee equal to 1.5% of the Transaction
       Value up to $100,000,000 and 2% of incremental Transaction
       Value above $100,000,000, provided that the Sale
       Transaction Fee will not be less than $1,250,000, provided
       further that, if a Sale Transaction for a material portion
       of the assets occurs through a series of transactions, the
       Sale Transaction Fee payable in the case of that
       liquidation will not be based on the Transaction Value and
       will instead be $650,000; and

   (e) reasonable out-of-pocket expenses in connection with the
       services provided.

Before the Petition Date and under the terms of the Engagement
Letter, the Debtors paid Macquarie total fees of $75,000 per month
for services rendered from May 19, 2011, through July 7, 2011, and
for reasonable out-of-pocket expenses related to those services.

David Miller, a managing director of Macquarie Capital, disclosed
that as of May 19, 2011, Macquarie was paid a $100,000 Upfront
Retainer and $117,500 in Monthly Advisory Fees for its prepetition
services to the Debtors.  As of July 8, 2011, Macquarie has earned
$217,500 for the 48 calendar days it was employed prepetition, and
has incurred $44,284 in out-of-pocket expenses.

Mr. Miller assured the Court that Macquarie is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Court ordered that the engagement letter will be amended in
these respects, among other things:

   -- a fee in an amount equal to 1.5% of the Transaction Value up
   to $100,000,000 and 2.0% of incremental Transaction Value above
   $100,000,000 payable upon the consummation of a Sale
   Transaction provided that the minimum Sale Transaction Fee
   payable will be $1,250,000, further provided that a Sale
   Transaction Fee paid to Macquarie pursuant to the immediately
   preceding clause will be reduced by an amount equal to 50% of
   the aggregate amount of Monthly Advisory Fees Macquarie has
   received from the Debtors; further provided that,
   notwithstanding the foregoing, if a Sale Transaction for a
   material portion of the assets occurs through a series of
   transactions, the Sale Transaction Fee Payable in the case of
   such liquidation will not be based on the Transaction Value and
   will instead be $650,000; further provided that any Sale
   Transaction Fee paid to Macquarie pursuant to the immediately
   preceding clause will be reduced by an amount equal to 75% of
   the aggregate amount of Monthly Advisory Fees Macquarie has
   received from the Debtors.

A final hearing on Macquarie's retention will be held on Sept. 7,
2011, at 10:00 a.m. (prevailing Eastern Time).

                     About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
serve as bankruptcy counsel to ArchBrook Laguna.  The Company is
being advised by Macquarie Capital (USA) Inc. with respect to the
sale process and by Hawkwood Consulting LLC, whose founder Stephen
J. Gawrylewski is Chief Restructuring Officer of the Company.
Macquarie Capital (USA) Inc. is the financial advisor.
PricewaterhouseCoopers LLP is a consultant.

Cooley LLP, in New York, is the counsel for the Official Committee
of Unsecured Creditors.

Gordon Brothers Group, LLC, was declared the winning bidder at the
Aug. 8 auction of substantially all of the assets of ArchBrook
Laguna LLC and its affiliates.


ARCTIC GLACIER: CPP Board & West Face Refuse to Extend Waiver
-------------------------------------------------------------
Arctic Glacier Income Fund disclosed that its second lien secured
lenders, CPPIB Credit Investments Inc. and West Face Capital Inc.,
have refused to provide a further extension of the period during
which they have waived compliance with certain financial covenants
under the Fund's credit facilities.

Further, CPPIB Credit Investments Inc. and West Face Capital Inc.
have issued a notice of default under those credit facilities but
have not accelerated the obligations owing thereunder.  The Fund
anticipates that the steps taken by the second lien secured
lenders may compel the Fund's first lien secured lenders to take
similar steps.

The Fund was in breach of financial covenants governing maximum
leverage ratio, interest coverage ratio, fixed charge coverage
ratio and minimum EBITDA levels under its credit facilities as at
June 30, 2011.  Subsequent to the end of the quarter, on July 29,
2011, the Fund's secured lenders waived compliance with those
covenants for the quarter ended June 30, 2011 until September 9,
2011.

Arctic Glacier is continuing active discussions with its lenders
to amend certain terms of the credit agreements for future
quarters.  However, there can be no assurance that such amendments
will be approved.

                      About Arctic Glacier

Arctic Glacier Income Fund, through its operating company, Arctic
Glacier Inc., is a leading producer, marketer and distributor of
high-quality packaged ice in North America, primarily under the
brand name of Arctic Glacier(R) Premium Ice. Arctic Glacier
operates 39 production plants and 48 distribution facilities
across Canada and the northeast, central and western United States
servicing more than 75,000 retail locations.

Arctic Glacier Income Fund trust units are listed on the Toronto
Stock Exchange under the trading symbol AG.UN. There are currently
350.3 million trust units outstanding.


BARZEL INDUSTRIES: Wins Plan Approval as No Objections Filed
------------------------------------------------------------
Barzel Industries Inc. sought and obtained confirmation of its
liquidating Chapter 11 plan at a hearing last week.

No objections were filed, and every class of voting creditors
voted "yes", according to Bill Rochelle, the bankruptcy columnist
for Bloomberg News.

Barzel sold most of the assets in November 2009 for $75 million to
Norwood, Massachusetts-based Chriscott USA Inc.  Secured lenders
later agreed to a settlement where they received a release of
claims in return for giving up $800,000, including $500,000
earmarked solely for unsecured creditors.

Unsecured creditors are estimated to have an 11% recovery from the
carveout from lenders' collateral, according to the disclosure
statement explaining the Chapter 11 plan.  Secured creditors won't
participate in the pot for unsecured creditors on account of their
deficiency claims.

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., was in the
business of processing and distributing steel.  The Company
manufactured steel for the construction and industrial
manufacturing industries, and produces finished commercial racking
products.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-13204) on Sept. 15, 2009.
Judge Christopher S. Sontchi presides over the cases.  J. Kate
Stickles, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, and
Gerald H. Gline, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, N.J., serve as the Debtors' counsel.

On the same day, Barzel Industries filed applications for relief
under the Canadian Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice -- Commercial List.

Barzel Industries recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.


BEAZER HOMES: Moody's Cuts Corporate to 'Caa2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Beazer Homes USA, Inc. to Caa2
from Caa1. In a related action, Moody's lowered the rating for
Beazer's senior secured notes to B2 from B1 and the rating for its
senior unsecured notes to Caa3 from Caa2. The SGL assessment was
affirmed at SGL-3. The rating outlook remains stable.

The downgrade reflects Moody's expectations that the conditions in
the homebuilding industry will continue to put pressure on
Beazer's operating and financial metrics, resulting in operating
losses, negative cash flow generation, elevated debt leverage, and
declines in equity over the next two years. Additionally, Moody's
expect the company to continue burning cash from its land spend.
In addition, Moody's expects Beazer to continue experiencing
declines in deliveries and revenues into 2012.

These rating actions were taken:

Corporate family rating downgraded to Caa2 from Caa1;

Probability of default rating downgraded to Caa2 from Caa1;

Senior secured notes downgraded to B2 (LGD2, 24%) from B1 (LGD2,
12%);

Senior unsecured notes downgraded to Caa3 (LGD4, 67%) from Caa2
(LGD4, 61%);

Speculative grade liquidity assessment affirmed at SGL-3;

All of Beazer's debt is guaranteed by its principal operating
subsidiaries.

RATINGS RATIONALE

The Caa2 corporate family rating reflects Moody's expectation that
Beazer's operating and financial performance will be weak over the
next two years. More specifically, Moody's assumes that high
leverage, on-going operating losses and declining equity will
continue over this time period. In addition, Moody's expects that
Beazer's cash flow generation, which was negative over the last
three quarters, will continue to be weak in 2011 and 2012 as the
benefits of inventory liquidation have largely played out and the
company pursues land investments.

At the same time, the ratings are supported by the company's
extended debt maturity profile and the possibility of its being
able to replenish its unrestricted cash position. Moody's also
recognizes that the impairments and other charges are likely to be
less material going forward.

The stable rating outlook indicates that although Moody's does not
see a macro environment in the coming two years that would
materially help the company's operating performance, Moody's does
not expect Beazer's performance to change significantly in either
direction from current levels, either in an absolute sense or on a
comparative basis.

The outlook and/or ratings could come under pressure if the
company were to deplete its cash reserves either through sharper
than expected operating losses or through a sizable investment or
other transaction.

Although in the near term it is unlikely, over a longer time
horizon the outlook and/or ratings could improve if the company
were to become and remain profitable, maintain adequate liquidity,
continue to grow its tangible equity base, and reduce adjusted
debt leverage to below 65%.

The principal methodology used in rating Beazer 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.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 16 states. Total revenues from continuing operations
and consolidated net loss for the 12 months ended June 30, 2011
were approximately $693 million and $(221) million, respectively.


BEAZER HOMES: Fitch Cuts Issuer Default Rating to 'CCC'
-------------------------------------------------------
Fitch Ratings has downgraded its ratings for Beazer Homes USA,
Inc., including the company's Issuer Default Rating (IDR) to 'CCC'
from 'B-'.

The ratings downgrade reflects Fitch's belief new housing activity
will remain weak through at least 2012 and the company's liquidity
position is likely to erode in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.

While Beazer currently has adequate liquidity to fund working
capital and debt service, this cushion is likely to erode in the
next 12-18 months as the company continues to have operating
losses and expends cash to replenish its land supply.  At June 30,
2011, Beazer had unrestricted cash of $274.6 million.  Fitch
currently expects Beazer to end fiscal 2011 with unrestricted cash
of between $350 million to $400 million.  With annual interest
expense of roughly $120 million and similar land and development
expenditures next year, unrestricted cash could fall below $250
million by the end of fiscal 2012.

The company is increasing land and development expenditures in
2011 following four years of reduced spending.  Through the first
nine months of fiscal year 2011 (ending June 30, 2011), Beazer
spent roughly $178 million on land and land development.
Management currently expects to spend approximately $250 million
in land and development expenditures in fiscal 2011 compared with
$182.7 million in fiscal 2010.  This concern is somewhat mitigated
by the fact that Beazer has no major debt maturities until 2015,
when $172 million of senior notes become due.  Furthermore,
management has demonstrated in the past that it is capable of
pulling back on land and development spending when necessary.

At June 30, 2011, the company controlled 29,800 lots, of which
83.8% were owned and the remaining lots controlled through
options.  Based on the latest 12 month closings, Beazer controlled
9.5 years of land and owned roughly eight years of land.  The
company's owned lot position includes 5,150 finished lots (or
20.6% of total owned lots), giving the company some discretion and
flexibility in controlling its land and development spending.

As expected, the housing recovery has been irregular so far and to
date quite anemic. Various housing and related statistics appear
to have bottomed in early to mid-2009.  Since then the on, then
off, then on again federal housing credit at times spurred or at
least pulled forward housing demand.  With the U.S. economy moving
from recession to expansion in the third quarter of 2009, plus
very attractive housing affordability and government incentives,
housing was jump-started.  However, faltering consumer confidence,
among other issues, has restrained the recovery so far.
The public homebuilders were generally unprofitable in the
calendar first quarter (excluding non-cash real estate charges)
and revenues trailed a year ago levels.  That was also the case in
the calendar second quarter. Builder comparisons ease in the third
and fourth quarters.  If the economy continues to modestly advance
and employment edges up, macroeconomic housing metrics should, for
the most part, remain at current levels through the end of this
year.

Fitch currently projects new single-family housing starts will
drop 13.1% in 2011 following 5.8% growth in 2010.  After falling
14.1% in 2010, new home sales are forecast to decrease about 7% in
2011.  Fitch expects existing home sales to slip 2% in 2011 after
a 4.8% decline in 2010.  In a moderately growing economy in 2012,
housing metrics could modestly expand, off a very depressed base.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.  Further negative rating
actions could occur if the anticipated recovery in housing does
not materialize and the company prematurely steps up its land and
development spending, leading to consistent and significant
negative quarterly cash flow from operations and diminished
liquidity position.  Beazer's ratings are constrained in the
intermediate term due to weak credit metrics and high leverage.

Fitch has downgraded Beazer's ratings as follows:

  -- IDR to 'CCC' from 'B-';
  -- Secured revolving credit facility to 'B+/RR1' from 'BB-/RR1';
  -- Second lien secured notes to 'B+/RR1' from 'BB-/RR1';
  -- Senior unsecured notes to 'CCC/RR4' from 'B-/RR4';
  -- Convertible subordinated notes to 'C/RR6' from 'CC/RR6';
  -- Junior subordinated debt to 'C/RR6' from 'CC/RR6'.

The Recovery Rating (RR) of 'RR1' on Beazer's secured credit
revolving credit facility and second-lien secured notes indicates
outstanding recovery prospects for holders of these debt issues.
The 'RR4' on Beazer's senior unsecured notes indicates average
recovery prospects for holders of these debt issues.  Beazer's
exposure to claims made pursuant to performance bonds and joint
venture debt and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured
debtholders.  The 'RR6' on the company's mandatory convertible
subordinated notes and junior subordinated notes indicates poor
recovery prospects for holders of these debt issues in a default
scenario.  Fitch applied a liquidation value analysis for these
RRs.


BERNARD L. MADOFF: Customers Claim Page-Limit Compliance
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that eight law firms representing 200 customers of Bernard
L. Madoff Investment Securities Inc. filed papers on Sept. 9
asking the U.S. Court of Appeals in Manhattan to consider their
request even though they exceeded the 15-page limit in the
appellate court's rules.

The law firms are seeking rehearing on a decision handed down Aug.
16 by a panel of three circuit judges concluding that the
bankruptcy judge was correct in disregarding bogus account
statements showing fictitious profits and securities never
actually purchased.  They wanted the case argued once again in
front of all active circuit court judges.

Mr. Rochelle relates that when the customers initially filed a
rehearing petition, it was rejected by the appeals court for
exceeding the 15-page limit. After the customers attempted to meet
the page limit by filing two petitions for rehearing, the Madoff
trustee filed papers last week asking the judges to strike the
petitions as an evasion of the length rule.  The customers
responded on Sept. 9 by telling the circuit judges that they would
have been within their rights if each of the law firms filed a
separate 15-page petition. They see their petition as satisfying
the rule, especially because the issue is of "national
importance," they said in their papers.

According to Mr. Rochelle, the Madoff trustee, Irving Picard, is
hoping the Second Circuit in Manhattan will quickly deny the
rehearing motion.  He said in a separate filing that the rehearing
effort on its own is preventing him from making an additional 11%
distribution to customers.

Mr. Rochelle notes that denial of rehearing may not be the end of
the story. The customers still can file papers asking for review
in the U.S. Supreme Court.  Typically, the high court doesn't act
for several weeks. Consequently, the additional 11% distribution
isn't on the immediate horizon.

                 Major Financial Institutions

Bloomberg News reported that Mr. Picard, undeterred by the recent
dismissal of large portions of his $9 billion lawsuit against HSBC
Holdings Plc, is still suing major international financial
institutions.  Mr. Picard started six new lawsuits, seeking almost
$220 million from Sumitomo Mitsui Trust Holdings Inc. and
affiliates of Barclays Plc, among others.

The lawsuits are almost identical.  They all allege that the
defendants were subsequent recipients of stolen customer funds
that initially went to Fairfield Sentry Ltd., one of the largest
feeder funds into Mr. Madoff's Ponzi scheme.  The lawsuits were
made possible by the Madoff trustee's settlement in June with
Fairfield Sentry, which is in liquidation in Bermuda along with
affiliates.

The lawsuit against the Barclays affiliates is Picard v.
Barclays Bank (Suisse) SA, 11-02569, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).  The other suits, in
the same court, are numbers 11-02568 and 11-02570 through 02573.
The liquidation in bankruptcy court in the Madoff liquidation case
is Securities Investor Protection Corp. v. Bernard L. Madoff
Investment Securities Inc., 08-01789, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).  The criminal case is
U.S. v. Madoff, 09-cr-00213, U.S. District Court, Southern
District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

As of July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BLACK CROW: Paul Stone Gets Control in Exchange for $20 Mil.
------------------------------------------------------------
Radio-Info.com reports that it was Georgia-based operator Paul
Stone who provided $1.5 million in critical "post-petition"
Chapter 11 financing in April 2010 for Black Crow Media Group,
LLC.  Now Mr. Stone will wind up with the assets of Black Crow, in
exchange for $20 million.  That's compared to $39 million of total
indebtedness due to lender GE Capital.

Back in 2003, Black Crow Media refinanced with GE Capital and
Spectrum Equity Investors to the tune of $48 million.  Now,
surviving creditor GE Capital ends the struggle that began when it
tried to have the U.S. District Court in New York appoint a
receiver in January 2010.

The report says Black Crow reacted by filing for Chapter 11
bankruptcy protection in Jacksonville.  Black Crow and its legal
reps from Wiley Rein and Latham, Shuker, Eden & Beaudine kept
fending off GE Capital, and now it appears that the end of Chapter
11 reorganization is near.

According to the report, Paul Stone pays $20 million, as a secured
claim on the GE Capital loan.  The plan allows for a "pot" of
$200,000 to take care of the unsecured creditors, which won't
include Stone.  Black Crow's Michael Linn "will own 20% of the
equity in the reorganized Debtors...[and] the equity held by Mr.
Linn shall be pledged to Mr. Stone."

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
Liabilities as of the Chapter 11 filing.


BORDERS GROUP: Wins OK to Assign 14 Leases to Books-A-Million
-------------------------------------------------------------
Judge Martin Glenn authorized Borders Group Inc. to assume and
assign 14 unexpired nonresidential real property leases to Books-
A-Million, Inc. for $943,000.

The Debtors are permitted to assume and assign those leases to
BAM, and to enter into an assumption and assignment of lease
agreement.

A list of the Assigned Leases is available for free at:

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

A full-text copy of the Assignment Agreement is available for
free at:

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

In compliance with the order, the Debtors confirmed to Judge
Glenn on September 1, 2011, that all of the Assigned Leases
identified on Exhibit "1" to the Order will be assumed and
assigned to BAM.

The consummation of the transaction with respect to the Assigned
Leases contemplated will take place on the date of delivery of
the subject leased premises to BAM, in broom clean condition
following conclusion of the Store Closing Sale for the premises
related to the applicable Assigned Lease, provided that the
Delivery Date will occur no earlier than September 20, 2011, and
no later than November 14, 2011.  Within five business days of
the Delivery Date, BAM will provide notice of the Delivery Date
to the applicable landlords for the Assigned Leases and will file
on the docket a notice showing the Delivery Date for each
Assigned Lease.

By no later than the Delivery Date, BAM will pay to the Debtors,
in cash or otherwise immediately available funds, the Base Price,
plus the amount of the cure amounts for the Assigned Leases.  A
copy of the allocation of the purchase price plus the cure costs
is available for free at:

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

Absent further order of the Court, the Debtors will pay on the
Delivery Date an estimated amount of real estate taxes, and
common area maintenance and other periodic charges due under the
Assigned Leases for the period from the Petition Date through and
including September 30, 2011, to be agreed upon by the Debtors,
the Official Committee of Unsecured Creditors, BAM, and each
landlord for each Assigned Lease by September 1, 2011.

Obligations arising under each of the Assigned Leases from and
after the Delivery Date will be the responsibility of BAM.  For
avoidance of doubt, BAM will not be responsible for any amounts
that arose or accrued, relate to, or are attributable to the
period prior to the Delivery Date, regardless of when billed,
even in the event the Debtors are unable or unwilling to pay
those amounts.  The Debtors, BAM and each landlord of an Assigned
Lease will, in the ordinary course, perform a year-end
reconciliation for calendar year 2011 for CAM Charges and
real estate taxes paid by the Debtors or BAM with respect to the
Assigned Leases.  If the CAM Charges or real estate taxes paid:

  (a) exceed the amount determined to be actually due after the
      reconciliation with respect to an Assigned Lease, the
      applicable landlord for the Assigned Lease will make
      payment to the Debtors' estates, for the period running
      from the Petition Date through the Delivery Date, or BAM,
      for the period running from and after the Delivery Date;
      or

  (b) are less than the real estate taxes or CAM Charges
      determined to be actually due after such reconciliation
      with respect to an Assigned Lease, the Debtors, for the
      period running from the Petition Date through the Delivery
      Date, or BAM, for the period from and after the Delivery
      Date, will pay the difference to the landlord for the
      Assigned Lease; provided that to the extent that the
      Delivery Date differs from September 30, 2011, the Debtors
      or BAM will make payment of the appropriate amount of the
      estimated real estate taxes and CAM Charges paid to the
      other to account for the difference.

Judge Glenn acknowledged that based on the declaration submitted
by Jay Turner, vice president of Real Estate for Books-A-Million,
Inc., in support of the approval of the BAM Transaction, the
transaction contemplated was entered into by BAM in good faith
for purposes of Section 363(m) of the Bankruptcy Code, and the
sale price was not controlled by an agreement among BAM and
potential bidders for the Assigned Leases for purposes of Section
363(n).  In his declaration, Mr. Turner also assured the Court
that BAM is entirely confident that the acquisition of the Leases
will be financially beneficial to BAM and that BAM is highly
capable of performing under all of the terms of the Leases.

                      Objections Overruled

All objections with regard to the relief sought in the BAM
Transaction Motion as it pertains to the Assigned Leases, that
have not been withdrawn, waived, or settled, are overruled on the
merits, Judge Glenn ruled.

Before entry of the order, Centro Properties Group filed a
protective objection to the BAM Transaction Motion in the event
that no agreement is reached concerning certain leases terms and
also regarding cure and year-end adjustment issues.

Four other parties disputed the proposed cure amounts assigned to
their leases and asked the Court to fix the precise cure amounts.
The contract counterparties are:

                                      Proposed     Asserted
Counterparty                          Cure Amt.    Cure Amt.
------------                          ---------    ----------
Macy's Retail Holdings, Inc.           $18,051        $27,903
Agree-Columbia Crossing Project, LLC      0            $2,000
CJM-Viewmont, LLC                         0           $41,657
Capital Land Company                      0           $50,827

                       About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group is closing its remaining stores.  Borders selected
proposals by Hilco and Gordon Brothers to conduct going out of
business sales for all stores after no going concern offers of
higher value were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: Wins Nod to Make $1.75-Mil. Severance Payments
-------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized Borders Group, Inc., and its
debtor affiliates to make severance payments totaling $1.75
million to their top 14 employees.

The Debtors are permitted to make severance payments to these
four Senior Management Officers, at $125,000 per officer, for a
total of $500,000:

     * Mike Edwards, former Chief Executive Officer
     * Scott Henry, former Chief Financial Officer
     * Jim Frering, Executive Vice-Pres. for Store Operations
     * Rosalind Thompson, Sr. Vice-Pres. for Human Resources

The Debtors are also authorized to make severance payments to
these 10 Non-Insider Management Employees, totaling $1.25 million
or a $125,000 or less severance payment per employee:

     * Eric Kovats, Vice President, Regional East
     * Beatrice Vicente, Vice President, Regional West
     * Jason Cline, Vice-Pres., Financial Planning and Analysis
     * Lynda Pak, Vice President, Applications
     * Daniel Angus, Vice President, Loyalty Marketing
     * Edward Jackson, Vice President, Tax
     * Renee Rockwood, Vice President, Merchandising
     * Joanna Cline, Vice President, Brand Merchandising
     * Mark Bacon, Vice President, Planning and Allocation
     * Robert Chun, Vice President, Digital

Judge Glenn clarified that no Severance Payments to the Senior
Management Employees or Non-Insider Management Employees are
permitted pursuant to his order exceeding the amount of the cap
set forth under Section 503(c)(2)(B) of the Bankruptcy Code.

The bankruptcy judge further acknowledged that the acceptance by
the Senior Management Employees and Non-Insider Management
Employees of the Severance Payments will constitute a release of
any and all claims these individuals may have against the Debtors
and their estates.

                       About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group is closing its remaining stores.  Borders selected
proposals by Hilco and Gordon Brothers to conduct going out of
business sales for all stores after no going concern offers of
higher value were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: Glen Tomaszewski Out as VP, CAO
----------------------------------------------
Borders Group, Inc., reported to the U.S. Securities and Exchange
Commission on September 9, 2011, that the employment of Glen
Tomaszewski, then vice president, chief accounting officer and
treasurer of the Company terminated on September 2, 2011.

Mr. Tomaszewski was previously appointed treasurer of the Company
effective July 29, 2011, and he served as vice president, chief
accounting officer and controller of the Company since October
2010.

                       About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group is closing its remaining stores.  Borders selected
proposals by Hilco and Gordon Brothers to conduct going out of
business sales for all stores after no going concern offers of
higher value were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BORDERS GROUP: Next Jump Drops Bordersperks But Has Counterclaims
-----------------------------------------------------------------
Borders, Inc., and Borders Properties, Inc. entered into a Court-
approved stipulation with Next Jump, Inc., in connection with the
Debtors' motion for a temporary restraining order and preliminary
injunction against Next Jump.

Under the stipulation, Next Jump agrees to:

  (i) disable the www.bordersrewardsperks.com Web site except
      for this message: "The Borders Rewards Perks program is no
      longer available. Click Here to navigate to the
      borders.com Web site;"

(ii) not use the BRP Customer List and Explicit Sponsor
      Enrollee Data as defined in Next Jump's previous agreement
      with the Debtors in any way, including, but not limited
      to, sending any e-mails to or otherwise communicating with
      the persons on the BRP Customer List;

(iii) not use any data derived from the BRP Customer List,
      Explicit Enrollee Sponsor Data, and Next Jump's alleged
      solicitation of persons on the BRP Customer List or
      "migration" to OO.com, in any way, including e-mailing
      persons who signed up with OO.com as a result of Next
      Jump's alleged solicitation of persons on the BRP Customer
      List; provided that nothing in the Parties' Stipulation
      will limit Next Jump's rights under the Next Jump
      Agreement provided that Next Jump purges all personally
      identifiable information as required by the Parties'
      Stipulation and only uses the remaining data in an
      aggregate manner; and

(iv) not use and will locate and use best efforts to remove any
      of the BORDERS Marks on any Web site it owned or
      controlled, including OO.com and NextJump.com; and

  (v) not reference any of the BORDERS Marks on any Web site it
      owned or controlled, including OO.com and NextJump.com.

The Parties agree to cooperate in good faith to prepare a form of
notice by September 9, 2011, in form and substance mutually
acceptable to them and Next Jump will have the obligation to:

  -- distribute the notice via electronic mail one time only,
     solely to those persons listed on the BRP Customer List
     whose accounts were migrated to the OO.com site;

  -- post the notice on all Web sites owned or controlled by
     Next Jump, including OO.com and NextJump.com, in a size,
     manner and location on those Web sites agreeable to the
     Parties; and

  -- distribute the notice to any other third party forum,
     including Web site, blog or other media outlet that Next
     Jump has communicated with regarding the transactions or
     occurrences described in the Debtors' Complaint and
     accompanying Memorandum, provided that the Debtors will
     approve each transmittal.  In the event the Parties cannot
     reach an agreement, any party will seek an immediate
     telephonic hearing with the Court to resolve any disputes.

Next Jump is further required to identify by an executed
certification by an appropriate corporate officer on or before
September 9, 2011, all uses, individually and collectively, of
the BRP Customer List and the Explicit Sponsor Enrollee Data
since July 20, 2011, including, but not limited to, the persons
solicited to join any Web site owned or controlled by Next Jump
and the persons who accepted any such solicitation.  Next Jump
will provide a copy of the BRP Customer List and Explicit Sponsor
Enrollee Data to the Debtors, encrypted in a Sarbanes-Oxley
compliant manner, together with instructions, methodologies and
encryption keys necessary to access the data, and otherwise in a
format acceptable to the Debtors by September 9, 2011.

By September 9, 2011, Next Jump will have unalterably purge the
BRP Customer List and Explicit Sponsor Enrollee Data from its
systems, including those persons (a) that were "migrated" by Next
Jump to OO.com or NextJump.com, and (b) that signed up as a
member of OO.com and NextJump.com for the period July 22, 2011,
through September 6, 2011, and to verify that the purge has taken
place by providing Debtors' counsel with an executed
certification by an appropriate corporate officer of Next Jump by
September 9, 2011.

               Next Jump Files Answer to Complaint

Next Jump filed with the Court an answer to the Debtors'
adversary complaint.

Next Jump insists that it lacks sufficient knowledge and denies
all allegations set forth in the Complaint.

Next Jump asserts these affirmative defenses to the Complaint:

  (A) The Complaint fails to allege facts sufficient to
      constitute a cause of action against Next Jump for which
      relief can be granted to the Debtors.

  (B) The Debtors failed to investigate facts that were
      reasonably available to them and thereby unjustifiably
      relied on Next Jumps' alleged misrepresentations or
      non-disclosures, if any.

  (C) The Debtors have waived any and all claims, rights, and
      demands made in the Complaint because they accepted the
      terms of any and all products or services obtained, and
      are estopped from making such claims now by reason of Next
      Jump's reliance on such waiver.

  (D) The Debtors concealed material facts and are thus barred
      from obtaining the relief sought in the Complaint.

  (E) The Debtors acted with full knowledge and understanding of
      the relevant facts and circumstances surrounding the
      transactions and relations at issue in this litigation and
      assumed any and all risks associated therewith.

  (F) The Debtors are not entitled to any recovery from Next
      Jump because Next Jump was not unjustly enriched.

  (J) Every use by Next Jump of the Debtors' mark alleged in the
      Complaint was descriptive of and used fairly and in good
      faith only to describe the goods or services of the
      Debtors, and thus there is no liability for any use so
      alleged.

  (I) Every act or omission alleged in the Complaint was done or
      omitted in good faith conformity with the rules and
      regulations of the Lanham Act, and thus there is no
      liability for any act or omission so alleged.

  (L) The Debtors' damages, if any, were proximately caused or
      contributed to by the acts, omissions, negligence or
      intentional misconduct of third parties, and were not
      caused by Next Jump.

Next Jump also filed with the Court counterclaims against the
Debtors and Daniel Angus, Borders' vice-president for Customer
Loyalty.

"Contrary to the tale that Borders has told in its Complaint
against Next Jump, this case is not about a business partner who
has unjustly misappropriated assets belonging to Borders.  This
is a case about Next Jump working diligently, under the terms of
a contract, and with the express permission of Borders, to
preserve the value of Borders' assets, namely, the goodwill of
Borders' loyal customers, and later being 'sucker-punched' with
baseless accusations of mishandling and violating the privacy of
those very customers," Steven Cooper, Esq., at Reed Smith LLP, in
New York -- scooper@reedsmith.com -- counsel to Next Jump, tells
the Court.

Since 2007, Next Jump has managed Borders' fully outsourced
rewards program.  As the Debtors filed for bankruptcy and after
news of full liquidation, Next Jump received a significant number
of consumer inquiries into its customer service department asking
about the preservation of a user's earned "WOWPoints," the bonus
currency being utilized.  Under Mr. Angus's leadership as
customer loyalty vice-president, Borders had failed in its
attempt to sell this asset to Direct Brands around June 2011,
according to Next Jump.  Mr. Angus also had access to all of Next
Jump's reports that showed monthly transaction revenue drop from
its height of $400,000 per month to a low $20,000 per month.

In response to the customer requests, Next Jump focused on what
is best for the consumer, says Mr. Cooper as Next Jump's counsel.
The evidence, he points out, will show that Next Jump would have
benefited more from shutting down all accounts and wiping out
more than $1.5 million in WOWPoints liability.  However, rather
than shut down and wipe out all Borders rewards program member
accounts of their hard earned WOWPoints, Next Jump offered the
Borders Defendants an alternative solution, Mr. Cooper notes.

Next Jump then discussed with the Debtors providing reward
program members the ability to continue earning and burning of
WOWPoints through a non-competing site to that of Borders,
namely, "OO.com."  In July 2011, the Debtors, through Mr. Angus,
agreed to Next Jump's offer, convincing Next Jump that the
Debtors were focused on how to do right by their long-time
customers, Mr. Cooper relates.  "However, it was later learned
that the Debtors had no intention of doing right by the
customers, and instead were solely focused on how this would
enhance the value of the list to the new owners," he avers.

The facts reveal that Next Jump has done nothing wrong but in
fact has done much for the benefit of Borders and the value of
its assets and for the benefit of third party customers who had
invested in Borders' Rewards, Mr. Cooper argues.  Instead of
working with Next Jump to pursue the transition of Borders
rewards program in a reasonable manner, Borders ignored all of
Next Jump's urgent requests for cooperation, Mr. Cooper stresses.
Indeed, Mr. Angus gave Next Jump the instructions Next Jump
followed, and then manipulated a good faith gesture by Next Jump
to create another option to monetize Borders' Rewards Program
customer list, Mr. Cooper avers.  Mr. Angus at all relevant times
was aware of Next Jump's actions, Mr. Cooper insists.

"Borders' actions, and the repudiation of a partner with whom it
made a great deal of money over the last four years, reflect an
intentional strategy to maximize its dwindling assets by
scapegoating Next Jump," Mr. Cooper alleges.  "Next Jump has been
significantly harmed by the Borders Defendants' actions," he
contends.

Mr. Cooper stresses that Next Jump' WOWPoints brand has been
tarnished.  Damage to Next Jump's e-mail deliverability ranking
has damaged Next Jump's current and future business by
restricting its ability to conduct business and by damaging its
reputation as a company engaged in responsible business
practices, he points out.  Next Jump has suffered the loss of
member subscriptions, he says.  Indeed, Next Jump continues to
maintain approximately $1.8 million in contingent liability in
reliance on Mr. Angus and the Debtors' representations, he
asserts.  Essentially, Next Jump's ability to attract additional
end users has been damaged, he adds.

Accordingly, Next Jump asks the Court to enter a judgment:

  (a) compelling the Debtors and Mr. Angus to pay Next Jump's
      damages, in an amount to be proven at trial;

  (b) compelling the Debtors and Mr. Angus to reimburse Next
      Jump for all costs associated with notifying enrollees
      under the Borders-Next Jump Agreement;

  (c) declaring that the Debtors and Mr. Angus are held jointly
      and severally liable for their obligations pursuant to the
      Court's order;

  (d) compelling the Debtors and Mr. Angus to pay for Next
      Jump's attorneys' fees and costs; and

  (e) declaring that Next Jump is entitled to indemnification or
      contribution from the Borders Defendants for any and all
      losses incurred as a result of their conduct.

                       About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group is closing its remaining stores.  Borders selected
proposals by Hilco and Gordon Brothers to conduct going out of
business sales for all stores after no going concern offers of
higher value were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BUTTERMILK TOWNE: Proposes Oct. 17 Auction for All Assets
---------------------------------------------------------
Buttermilk Towne Center, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Kentucky to approve the Debtor's proposed
bid procedures for the sale of substantially all of the assets
used in its Buttermilk Towne Center Development located in
Crescent Springs, Kentucky.

The proposed bid procedures provide:

   1. Bidders must deliver all bid documents on or before Oct. 14,
      2011, at 5:00 p.m.

   2. The auction will be held on Oct. 17, 2011, at the offices
      of Taft Stettinius & Hollister LLP, 425 Walnut Street, Suite
      1800, in Cincinnati, Ohio.

   3. The hearing to approve the sale will be held on Oct. 19,
      2011, or such time thereafter as scheduled by the Bankruptcy
      Court.

A copy of the Bid Procedures Motion is available at:

                       http://is.gd/P3rzLw

                About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center, LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Ky. Case No. 10-21162) on April 28, 2010.  Timothy J. Hurley,
Esq., Paige Leigh Ellerman, Esq., and Beth A. Silvers, Esq., at
Taft Stettinius & Hollister LLP,  serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


BUTTERMILK TOWNE: Can Access BofA Cash Collateral Until Nov. 12
---------------------------------------------------------------
Judge Tracey N. Wise of the U.S. Bankruptcy Court for the Eastern
District of Kentucky, Covington Division, has entered for the
sixth time an order authorizing Buttermilk Towne Center, LLC to
access its lender's cash collateral.  Pursuant to the orders,
Buttermilk can use cash collateral through Nov. 12, 2011.

As adequate protection for any diminution in the value of Bank of
America, N.A.'s interest in the cash collateral, BofA is granted
replacement liens on all property of the Debtor.

BofA will continue to receive monthly interest-only payments at
the non-default rate as provided in the Sixth Budget.  In
addition, BofA will be paid $80,000 of the Excess Cash Collateral
as provided in the Sixth Budget.

A copy of the Sixth Cash Use Order is available at:

                       http://is.gd/Uxz8aG

A copy of the Fifth Cash Use Order is available at:

               http://ResearchArchives.com/t/s?7687

                About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center, LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Ky. Case No. 10-21162) on April 28, 2010.  Timothy J. Hurley,
Esq., Paige Leigh Ellerman, Esq., and Beth A. Silvers, Esq., at
Taft Stettinius & Hollister LLP,  serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


CAFE U&I: Files for Chapter 7 Bankruptcy
----------------------------------------
Vanessa Small at the Washington Post reports that Cafe U&I Inc. at
7031 Little River Turnpike, Suite 14-C, filed for Chapter 7
protection (Bankr. E.D. Va. Case No. 11-16428).  Attorney James
Victory represents the Company.  He can be reached at Tel No.
(703) 333-2005.  The Company estimated assets of less than
$50,000, and liabilities between $100,000 and $500,000.  The
Company owes $65,000 to its largest unsecured creditor, Great
World Plaza.


CARGO TRANSPORTATION: Trustee Drops Bid to Dismiss Chapter 11 Case
------------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Cargo Transportation
Services Inc. dodged a bullet Monday after the U.S. trustee
overseeing the Debtor's Chapter 11 backed away from a motion to
dismiss the case that said the debtors hadn't paid fees or filed
operating reports.

On Aug. 23, U.S. Trustee Donald F. Walton told U.S. Bankruptcy
Judge Michael G. Williamson that CTS was late with legally
required fees and operating reports for May, June and July,
triggering a response from the Debtor, Law360 says.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  Jennis & Bowen, P.L.,
serves as substitute counsel.  1 Source Partners Inc. and Accell
Audit & Compliance P.A., serve as the Debtor's certified public
accountants.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Chapter 11 proceedings.  DLA Piper is general
counsel for the Committee.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CHARLESTON ASSOCIATES: Can Access BofA Cash Until Oct. 31
---------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved the tenth stipulation authorizing Charleston
Associates, LLC's limited use of cash collateral of Bank of
America, National Association through Oct. 31, 2011, in accordance
with a budget.

BofA is granted liens in the assets of the Debtor's estate to
the same extent, and with the same validity and priority, as its
prepetition liens on those assets.

The Parties agree to continue the final hearing on the Debtor's
continued use of cash collateral until an omnibus hearing date to
be determined.

A copy of the tenth stipulation is available for free at:

    http://bankrupt.com/misc/charleston.tenthccstipulation.pdf

                  About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean C. Gramlich,
Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Del., represents the Debtor as Delaware counsel.  In
its schedules, the Debtor disclosed $92,348,446 in assets and
$65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represents the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Del., represents the Official Committee of Unsecured Creditors as
Delaware counsel.


CIMA LLC: Schedules and Statement Due Tomorrow
----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
previously entered an order extending until Sept. 15, 2011, CIMA,
L.L.C.'s time to file its schedules of assets and liabilities,
statement of financial affairs and list of equity security
holders.  In the request for an extension until Sept. 15, the
Debtor stated that it has assembled the majority of the
information necessary to file the schedules.

                          About CIMA LLC

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.  CIMA is finalizing plans with
one or more investor groups for further development of this
parcel.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011.  Judge Raymond B. Ray presides over
the case.  Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor in its restructuring effort.  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 J. Marion Uter, manager.


CIMA LLC: Creditors Have Until Dec. 22 to File Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy for the Southern District of Florida has set
Dec. 22, 2011, as the last day for any individual or entity to
file proofs of claim against CIMA, L.L.C.

The Court also set Nov. 22, as the deadline to file a complaint to
determine dischargeability of certain debts.

                          About CIMA LLC

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.  CIMA is finalizing plans with
one or more investor groups for further development of this
parcel.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011.  Judge Raymond B. Ray presides over
the case.  Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor in its restructuring effort.  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 J. Marion Uter, manager.


CLAUDIO OSORIO: Starting Bid for Mansion at $10.5 Million
---------------------------------------------------------
The Denver Business Journal reports that a Miami Beach mansion --
,699-square-foot, nine-bedroom estate, at 15 Star Island Drive on
the shore of Biscayne Bay -- that Denver oilman Thomas H. Morgan
had tried to buy for $10 million will be auctioned on Nov. 3,
2011, with a starting bid of $10.5 million.  The report notes the
listing price is $14.9 million.  The asset is being sold on behalf
of Florida businessman Claudio Osorio.

                   About InnoVida and C. 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.


CUMULUS MEDIA: Election Form Submission Deadline Moved to Sep. 15
-----------------------------------------------------------------
Cumulus Media Inc. and Citadel Broadcasting Corporation announced
the extension of the deadline for holders of Citadel common stock
or warrants to purchase Citadel common stock to deliver their
election forms to elect the form of consideration they wish to
receive in the previously announced merger of a subsidiary of
Cumulus Media with and into Citadel, pursuant to which Citadel
will become an indirect wholly-owned subsidiary of Cumulus Media,
to U.S. Bank National Association, as exchange agent, to 5:00
p.m., New York City time, on Thursday, Sept. 15, 2011, unless
further extended.

With this extension, the Election Deadline now corresponds with
the date of the special meeting of Citadel's stockholders to
approve the Merger.

Questions or requests for assistance, or requests for additional
copies of election materials, may be directed to Georgeson Inc.,
the information agent for Cumulus Media in connection with the
Merger.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at June 30, 2011, showed
$367.20 million in total assets, $689.67 million in total
liabilities, and a $322.47 million total stockholders' deficit.

                          *     *     *

Standard & Poor's Ratings Services said April it raised its
corporate credit rating on Atlanta-based Cumulus Media Inc. to 'B'
from 'B-'.  "The rating remains on CreditWatch, where we placed it
with positive implications Feb. 18, 2011," S&P stated.

Moody's Investors Service in April upgraded Cumulus Media's
Corporate Family Rating to B1 from Caa1 due to the company's
pending acquisition of CMP Susquehanna Corp. in the second quarter
of 2011 followed by the announced $2.4 billion acquisition of
Citadel Broadcasting Corporation later this year.


DEB SHOPS: Files Schedules of Assets and Liabilities
----------------------------------------------------
Deb Shops, Inc. (PA) filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $214,536,72
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $196,519,916
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $8,205,137
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $231,776,041
                                 -----------      -----------
        TOTAL                    $214,536,722    $436,501,094

A full-text copy of the schedules is available for free at:

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

DSI Holdings, Inc., also filed its schedules disclosing $0 in
assets and $225,930,167 in liabilities as of the Chapter 11
filing.

A full-text copy of the schedules is available for free at:

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

                       About Deb Shops

Deb Shops Inc., is a closely held women's-clothing retailer based
in Philadelphia.  Deb Shops sells junior and large-size clothing
for girls and women ages 13 to 25 through more than 320 U.S.
stores and through debshops.com.  It was bought out by the New
York investment firm Lee Equity Partners in October 2007.

DSI Holdings Inc. and 54 affiliates, including Deb Shops, sought
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11941), on
June 26, 2011, to sell all assets under 11 U.S.C. Sec. 363.  As of
April 30, 2011, the Debtors' unaudited financial statements
reflected assets totaling $124.4 million and liabilities totaling
$270.1 million.

Lawyers at Weil Gotshal & Manges LLP and Richards, Layton & Finger
P.A. serve as bankruptcy counsel.  Rothschild Inc. serves as the
Debtors' investment banker and financial advisors.  Kurtzman
Carson Consultants, LLC, serves as claims agent.  Sitrick &
Company serves as public relations consultants.

Ableco, the DIP Agent is represented by Michael L. Tuchin, Esq.,
and David A. Fidler, Esq., at Klee Tuchin Bogdanoff & Stern LLP.
Conway Del Genio serves as financial advisors to the First Lien
Lenders.  Schulte Roth serves as corporate and tax advisors to the
First Lien Lenders.  Another lender, Lee DSI Holdings, is
represented by Jennifer Rodburg, Esq., at Fried Frank Harris
Shriver & Jacobson LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Otterbourg Steindler Houston & Rosen serves
as lead counsel to the Committee.


DESERT OASIS: Could Exit Bankruptcy by Year End
-----------------------------------------------
Judge Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada gave Desert Oasis Apartments, LLC, the go
signal to commence solicitation of votes for their Plan of
Reorganization after approving the explanatory disclosure
statement on Sept. 6, 2011.

The Debtor's Amended Plan, filed Sept. 2, provides for one class
of priority claims; one class of secured claims; one class of
unsecured claims; and one class of equity security holders.

Under the Plan, the rights of tenants of the Debtor's apartment
complex in Las Vegas are unimpaired.  Wells Fargo Bank, N.A., as
trustee for the Registered Holders of JPMorgan Chase Commercial
Mortgage Pass-Through Certificates, Series 2004-FL1, will receive
distributions which the proponent of the Plan has valued at 100
cents on the dollar.  The Plan proposes to pay the Bank's claim in
full over a period of 10 years using the rental income from
Tenants to pay interest at the rate of 4.5% per annum interest and
principal amortized over 25 years and a balloon payment on or
before 10 years.  The final payment will be accomplished through
sale or refinancing as the mortgage markets become more normal.
Tenants with priority claims for deposits will be paid 100% in the
normal course of operation of the apartment complex.

Under the Plan, the unsecured claim of Tom Gonzales is unimpaired.
Under the Plan, the unsecured creditors, except insiders, will be
paid over 11 months without interest.  Under the Plan, insiders
will agree to subordinate their claims to the claims of other
unsecured creditors.  The Plan also provides for the 100% payment
of all other administrative, including fees payable to the Office
of the United States Trustee, and priority claims upon
confirmation.

Hearings to consider confirmation of the Plan will be held on
Dec. 2, 2011, at 9:30 a.m., to be continued to Dec. 16, 2011, at
9:30 a.m.  Deadline to file objections to confirmation is Nov. 9.
The Debtor will file a reply memorandum in support of confirmation
on Nov. 23.

All parties intending to introduce expert testimony at the
confirmation hearing will exchange their expert's reports
(including those regarding value of the property of the estate and
the appropriate interest to be allowed) on Sept. 30.

All parties intending to introduce expert testimony at the
confirmation hearing will make their experts available for
examination under oath between Sept. 22 and Oct. 25.

The deadline for filing of ballots is Oct. 19.  The deadline for
filing the ballot summary and a memorandum in support of
confirmation is October 26.

A full-text copy of the Disclosure Statement, amended Sept. 2, is
available for free at http://ResearchArchives.com/t/s?76e3

                  About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) the day before the
sale.  Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law
Firm, serves as the Debtor's bankruptcy counsel.  The Company
disclosed $18,067,242 in assets and $20,291,316 in liabilities as
of the Chapter 11 filing.


DILLARDS INC: Moody's Upgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service upgraded Dillard's, Inc. long term
ratings including its Corporate Family Rating to B1 from B2. The
upgrade reflects Dillard's increasing sales and operating income
and Moody's opinion that its credit metrics will remain good. The
rating outlook is stable.

RATINGS RATIONALE .

These ratings are upgraded:

For Dillard's, Inc.

Corporate Family Rating to B1 from B2

Probability of Default Rating to B1 from B2

Senior unsecured notes to B2 (LGD 4, 67%) from B3 (LGD 4, 68%)

Subordinanted notes to B3 (LGD 6, 95%) from Caa1 (LGD 6, 95%)

For Dillard's Capital Trust I

$200 million preferred stock to B3 (LGD 6, 95%) from Caa1 (LGD 6,
95%)

Dillard's B1 rating reflects its good credit metrics and its very
good liquidity, factors that would support a higher rating.
However, Dillard's rating is constrained by its history of
inconsistent operating performance. Comparable store sales and
earnings have been strong recently, driven by improvements in
merchandising, inventory management, and expense management. Yet,
Dillard's has experienced a prolonged decline in comparable store
sales from 2000 to 2009. In addition, during those years Dillard's
experienced a wide variability in its operating earnings even in
years of economic strength.

The B1 indicates Moody's belief that the improvements in inventory
management and expense savings are sustainable. It also indicates
that Dillard's merchandising improvements have not yet been
consistently applied across all departments and merchandise
categories possibly resulting in inconsistent performance going
forward.

Furthermore, ratings are constrained by the uncertainty around
Dillard's medium to longer term capital structure and its future
intentions with its real estate investment trust ("REIT")
subsidiary. Although Dillard's has not announced any near term
transactions involving the REIT, Moody's believes the formation of
the REIT raises the level of uncertainty around Dillard's
financial policy and tolerance for incremental debt over the
medium term.

The stable outlook expresses some tolerance for modest fluctuation
in Dillard's performance in a range where credit metrics will
remain good. It also factors in the risk that Dillard's financial
policy may change to being moderately more shareholder friendly
but that its current level of performance provides sufficient
cushion for it to still maintain good credit metrics.

An upgrade would require a strong record going forward of
operating and earnings consistency. Additionally, ratings could be
upgraded should Moody's become comfortable that Dillard's
financial policy, including transactions involving its REIT, will
be managed such that credit metrics remain at levels appropriate
for a higher rating. Quantitatively, the company needs to maintain
debt to EBITDA below 3.5 times and EBITA to interest expense above
2.25 times.

Ratings could be downgraded should operating performance decline
such that debt to EBITDA rises above 4.5 times or EBITA to
interest expense falls below 1.75 times. Ratings could also be
downgraded should Dillard's liquidity become weak or should
financial policy become increasingly aggressive including
transferring further properties to the REIT.

The principal methodology used in rating Dillard's Inc 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.

Dillard's, Inc., is a regional department store chain operating
305 retail stores in 29 U.S. states with concentrations in the
southwest, southeast, and Midwest. The company is headquartered in
Little Rock, Arkansas. Revenues are about $6.2 billion.


DYNEGY INC: Announces Tender Offer & Consent Solicitation Results
-----------------------------------------------------------------
Dynegy Inc. announced, on behalf of its wholly-owned indirect
subsidiary, Sithe/Independence Funding Corporation (Sithe), the
results of the previously announced cash tender offer and consent
solicitation for Sithe's 9% Secured Bonds due 2013.  The consent
solicitation sought to amend the indenture governing the Notes by
eliminating certain restrictive covenants, certain events of
default related to the Notes and certain other indenture
provisions and to modify the provisions related to the
satisfaction and discharge of the indenture.

The results of the tender offer and consent solicitation, as of
the consent date of 5:00 p.m., New York City time, on Sept. 9,
2011, are:

* Notes: Sithe/Independence Funding Corporation's 9% Secured
   Bonds due 2013

* Principal Amount Outstanding:                 $191,687,012
* Amount of Notes Tendered (and not validly
   withdrawn):                                   $191,088,414
* Approximate Percentage of Notes Tendered:            99.69%

Based on the receipt of the requisite number of consents, the
supplemental indenture effecting the proposed amendments has been
executed.  The right of holders to validly withdraw tendered Notes
and validly revoke delivered consents expired upon execution of
the supplemental indenture.

Holders who have not yet tendered their Notes have until 11:59
p.m., New York City time, on Sept. 23, 2011, unless extended by
Sithe (the Expiration Date), to tender their Notes pursuant to the
tender offer.   Any such holders who validly tender (and do not
validly withdraw) their Notes on or prior to the Expiration Date
will receive $1,080.80 per $1,000.00 principal amount of Notes,
plus accrued and unpaid interest.

On the initial payment date, which is expected to be Sept. 12,
2011, Sithe will accept for purchase, and will pay the total
consideration for, all Notes that were validly tendered (and not
validly withdrawn) in the tender offer on or prior to 5:00 p.m.,
New York City time, on Sept. 9, 2011.  The Notes that remain
outstanding after the initial payment date will be governed by the
indenture, as amended by the supplemental indenture.  In addition,
Sithe intends to satisfy and discharge the indenture and all Notes
on, or as promptly as practical following, the initial payment
date, although holders of Notes will have the right to tender
their Notes until the Expiration Date.

Sithe has retained Credit Suisse Securities (USA) LLC to serve as
the dealer manager (the Dealer Manager and Solicitation Agent) and
D.F. King & Co., Inc., to serve as the depositary and information
agent (the Depositary and Information Agent) for the tender offer
and consent solicitation.

Requests for documents, including the Offer to Purchase and
Consent Solicitation Statement dated Aug. 26, 2011, (the
Statement), may be directed to D.F. King & Co., Inc., by telephone
at (212) 269-5550 (brokers and banks) or (800) 488-8095 (all
others) or in writing at 48 Wall Street, 22nd Floor. New York, New
York 10005.  Questions regarding the Offer may be directed to
Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free)
or (212) 538-2147 (collect).

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                           Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                      Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at March 31, 2011, showed $9.82
billion in total assets, $7.15 billion in total liabilities and
$2.67 billion in total stockholders' equity.

Ernst & Young LLP, in Houston, said Dynegy projects that it is
likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                        *     *     *

In July 2011, Moody's downgraded Dynegy Holdings' probability of
default rating to 'Ca' from 'Caa3'.  "The downgrade of DHI's PDR
and senior unsecured notes to Ca reflects the increased likelihood
of a distressed debt exchange transaction occurring within the
next several months following announcement of a corporate
reorganization that seeks to modify asset ownership within DHI
through the formation of several wholly-owned subsidiaries", said
A.J. Sabatelle, Senior Vice President of Moody's. "Separate
financing arrangements being established at these subsidiaries
will have annual limits placed on the amount of cash flow that can
be paid to their indirect parent, which Moody's believes raises
default prospects for DHI's senior unsecured notes and the
company's lease", added Mr. Sabatelle.


ELCOTEQ INC: Summoned to Answer Bankruptcy Allegations
------------------------------------------------------
Elcoteq, Inc., has been summoned to appear before the Bankruptcy
Court in El Paso, Texas, to answer bankruptcy allegations hurled
by creditors.

An involuntary Chapter 11 petition (Bankr. W.D. Tex. Case No. 11-
31675) was filed against El Paso, Texas-based Elcoteq, Inc., dba
Elcoteq Americas, on Aug. 31, 2011.  Judge H. Christopher Mott
oversees the case.  Plasticos Promex U.S.A., Inc., owed $242,125;
Textape Incorporated, owed $34,118; and Pallets and Crates
International, owed $19,929, filed the petition.  Corey W.
Haugland, Esq., at James & Haugland, P.C., represents the
petitioning creditors.


ENER1 INC: Glancy Binkow Files Securities Class Suit
----------------------------------------------------
Glancy Binkow & Goldberg LLP disclosed that all persons or
entities who purchased the securities of Ener1, Inc. between
January 10, 2011 and August 15, 2011, inclusive, have until
October 17, 2011 to file a motion with the Court to be appointed
as Lead Plaintiff.  The securities fraud class action lawsuit was
filed in the United States District Court for the Southern
District of New York.

A copy of the Complaint is available from the court or from Glancy
Binkow & Goldberg LLP.  Please contact us by phone to discuss this
action or to obtain a copy of the Complaint at (310) 201-9150 or
Toll Free at (888) 773-9224, by email to
shareholders@glancylaw.com, or visit our website at
http://www.glancylaw.com.

The Complaint charges Ener1 and certain of its executive officers
and/or directors with violations of federal securities laws.
Ener1 designs, develops and manufactures high-performance
batteries and battery pack systems.  In 2009 and 2010, Ener1 made
separate investments in electric- vehicle manufacturer Think
Global, AS and its majority owner Think Holdings, AS.  The
Complaint alleges that throughout the Class Period defendants made
false and/or misleading statements and/or failed to disclose that,
among other things: (1) Think Global lacked adequate operating
capital, and the ability to raise capital, to continue operations;
(2) as a result, Ener1 failed to timely impair the value of its
Think Holdings investments; (3) as a result, the outstanding loans
receivable and accounts receivable due from Think Holdings and
Think Global were uncollectible; (4) as such, the Company's
financial statements were misstated and its financial results were
not prepared in accordance with Generally Accepted Accounting
Principles ("GAAP"); and (5), as a result, the Company's financial
statements were materially false and misleading at all relevant
times.

On June 22, 2011, the Company disclosed that a material charge was
required under GAAP applicable to Ener1 related to the loans
receivable of Think Holdings and accounts receivable of Think
Global held by Ener1, based on the announcement by Think Global
that, following an extended and ultimately unsuccessful search for
long-term financing, it would be filing for bankruptcy proceedings
in the Norwegian courts on June 22, 2011.  Ener1 estimated the
amount of the charge would be $35.4 million, subject to change to
the extent that the Company received any recovery as a result of
the liquidation of Think Global, but any recovery, to the extent
it occurred, would not likely be significant.

Subsequently, on August 15, 2011, Ener1 disclosed that the
Company's financial statements for the year ended December 31,
2010 and for the quarterly period ended March 31, 2011 should no
longer be relied upon and should be restated.  The determination
was made following an assessment of certain accounting matters
related to the loans receivable owed to Ener1 by Think Holdings
and accounts receivable owed to Ener1 by Think Global held by the
Company, and the timing of the recognition of the impairment
charge related to the Company's investment in Think Holdings
originally recorded during the quarter ended March 31, 2011.

Glancy Binkow & Goldberg LLP is a law firm with significant
experience in prosecuting class actions, substantial expertise in
actions involving corporate fraud, and is representing Ener1
shareholders in this litigation.

                         About Ener1 Inc.

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.


ENER1 INC: Charles Johnson Files Securities Class Action
--------------------------------------------------------
Charles H. Johnson & Associates disclosed that a class action has
been commenced in the United States District Court for the
Southern District of New York on behalf of those who purchased
Ener1, Inc. publicly traded securities during the period January
10, 2011 through August 15, 2011.

If you are a member of the proposed Class, you may move the Court
to serve as a lead plaintiff for the Class on or before
October 17, 2011.  You do not need to be a lead plaintiff in order
to share in any recovery that may be obtained.

In 2009 and 2010, Ener1 made separate investments in electric
vehicle manufacturer Think Global, AS and its majority owner Think
Holdings, AS, a Norwegian limited liability company.  The
Complaint alleges that throughout the Class Period Defendants knew
or recklessly disregarded that their public statements concerning
Ener1's business, operations and prospects were materially false
and misleading.

On June 22, 2011, the Company disclosed that a material charge was
required under GAAP applicable to Ener1 related to the loans
receivable of Think Holdings and accounts receivable of Think
Global held by Ener1, based on the announcement by Think Global
that, following an extended and ultimately unsuccessful search for
long-term financing, it would be filing for bankruptcy proceedings
in the Norwegian courts on June 22, 2011.  Ener1 estimated the
amount of the charge would be $35.4 million, subject to change to
the extent that the Company received any recovery as a result of
the liquidation of Think Global, but any recovery, to the extent
it occurred, would not likely be significant.

On August 15, 2011, Ener1 disclosed that the Company's financial
statements for the year ended December 31, 2010 and for the
quarterly period ended March 31, 2011 should no longer be relied
upon and should be restated.  The determination was made following
an assessment of certain accounting matters related to the loans
receivable owed to Ener1 by Think Holdings and accounts receivable
owed to Ener1 by Think Global held by the Company, and the timing
of the recognition of the impairment charge related to the
Company's investment in Think Holdings originally recorded during
the quarter ended March 31, 2011.

                         About Ener1 Inc.

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.


ENER1 INC: Lieff Cabraser Investigates Potential Illegal Conduct
----------------------------------------------------------------
The law firm of Lieff Cabraser Heimann & Bernstein, LLP is
investigating potential illegal conduct as alleged in class action
lawsuits brought on behalf of purchasers of the securities of
Ener1, Inc. between January 10, 2011 and August 15, 2011,
inclusive.

If you purchased Ener1 securities during the Class Period, you may
move the Court for appointment as lead plaintiff by no later than
October 17, 2011.  A lead plaintiff is a representative party who
acts on behalf of other class members in directing the litigation.
Your share of any recovery in the action will not be affected by
your decision of whether to seek appointment as lead plaintiff.
You may retain Lieff Cabraser, or other attorneys, as your counsel
in the action.  Ener1 shareholders who wish to learn more about
the action and how to seek appointment as lead plaintiff should
click here or contact Sharon Lee of Lieff Cabraser toll-free at
(800) 541-7358.

            Background Securities Class Litigation

The actions are brought against Ener1 and certain of its officers
and directors for violations of the Securities Exchange Act of
1934. Ener1, headquartered in New York, New York, designs,
develops and manufactures high-performance batteries and battery
pack systems.  In 2009 and 2010, Ener1 made separate investments
in electric vehicle manufacturer Think Global, AS ("Think Global")
and its majority owner Think Holdings, AS ("Think Holdings").

The Complaint alleges that throughout the Class Period, defendants
failed to disclose: (1) that Think Global lacked adequate capital
to continue operations; (2) the Company failed to timely impair
the value of its Think Holdings investments; (3) the outstanding
loans receivable and accounts receivable due from Think Holdings
and Think Global were uncollectible; and (4) the Company's
financial statements were materially misstated and its financial
results were not prepared in accordance with Generally Accepted
Accounting Principles ("GAAP").

On June 22, 2011, the Company disclosed that a material charge was
required under GAAP applicable to Ener1 related to the loans
receivable of Think Holdings and accounts receivable of Think
Global on the basis of Think Global's announcement that it will
file bankruptcy proceedings in Norwegian courts on June 22, 2011.
Ener1 estimated that the amount of the charge would be $35.4
million, but was subject to change to the extent that the Company
received any recovery as a result of the liquidation of Think
Global.

On August 9, 2011, after the market closed, the Company disclosed
accounting errors related to loans receivable of Think Holdings
and accounts receivable of Think Global held by Ener1.  Ener1
indicated that it would not be able to timely file its second
quarter 2011 Form 10-Q. On this news, the price of Ener1 shares
fell $0.08 or 9.6%, to close at $0.75 on August 10, 2011.

On August 15, 2011, Ener1 disclosed that the Company's financial
statements for the year ended December 31, 2010 and for the
quarterly period ended March 31, 2011 should no longer be relied
upon and should be restated.  The determination was made following
an assessment of certain accounting matters related to the loans
receivable owed to Ener1 by Think Holdings and accounts receivable
owed to Ener1 by Think Global held by the Company, and the timing
of the recognition of the impairment charge related to the
Company's investment in Think Holdings originally recorded during
the quarter ended March 31, 2011.  On this news, shares of Ener1
fell another $0.33 per share, or 42.31%, to close on August 16,
2011, at $0.45 per share, on unusually heavy volume.

                        About Lieff Cabraser

Lieff Cabraser Heimann & Bernstein, LLP, with offices in San
Francisco, New York and Nashville, is a nationally recognized law
firm committed to advancing the rights of investors and promoting
corporate responsibility.

Since 2003, the National Law Journal has selected Lieff Cabraser
as one of the top plaintiffs' law firms in the nation. In
compiling the list, the National Law Journal examined recent
verdicts and settlements in addition to overall track records.
Lieff Cabraser is one of only two plaintiffs' law firms in the
United States to receive this honor for the last eight consecutive
years.


ENER1 INC: Pomerantz Law Leads Securities Class Action Suit
-----------------------------------------------------------
Shareholders of Ener1, Inc. are reminded of the securities class
action lawsuit filed against Ener1 and certain of its officers.
The class action (Civil Action No. 11 Civ. 5795) in the United
States Southern District Court of New York is on behalf of a class
consisting of all persons or entities who purchased Ener1
securities between January 10, 2011 and August 15, 2011, both
dates inclusive.  The Complaint alleges violations of Sections
10(b) and 20(a) of the Exchange Act, 15 U.S.C. Sections 78j(b) and
78t(a); and SEC Rule 10b-5 promulgated thereunder by the SEC, 17
C.F.R. Section 240.10b-5.

If you are a shareholder who purchased Ener1 securities during the
Class Period, you have until October 17, 2011 to ask the Court to
appoint you as Lead Plaintiff for the class.  A copy of the
complaint can be obtained at http://www.pomerantzlaw.com/ To
discuss this action, contact Rachelle R. Boyle at
rrboyle@pomlaw.com or 888.476.6529 (or 888.4-POMLAW), toll free,
x350.

The Complaint charges Ener1 and certain of its executive officers
and/or directors with violations of federal securities laws.
Ener1 designs, develops and manufactures high-performance
batteries and battery pack systems.  In 2009 and 2010, Ener1 made
separate investments in electric-vehicle manufacturer Think
Global, AS and its majority owner Think Holdings, AS.

The Complaint alleges that throughout the Class Period defendants
made false and/or misleading statements and/or failed to disclose
that, among other things: (1) Think Global lacked adequate
operating capital, and the ability to raise capital, to continue
operations; (2) as a result, Ener1 failed to timely impair the
value of its Think Holdings investments; (3) as a result, the
outstanding loans receivable and accounts receivable due from
Think Holdings and Think Global were uncollectible; (4) as such,
the Company's financial statements were misstated and its
financial results were not prepared in accordance with Generally
Accepted Accounting Principles ("GAAP"); and (5), as a result, the
Company's financial statements were materially false and
misleading at all relevant times.

On June 22, 2011, the Company disclosed that a material charge was
required under GAAP applicable to Ener1 related to the loans
receivable of Think Holdings and accounts receivable of Think
Global held by Ener1, based on the announcement by Think Global
that, following an extended and ultimately unsuccessful search for
long-term financing, it would be filing for bankruptcy proceedings
in the Norwegian courts on June 22, 2011.  Ener1 estimated the
amount of the charge would be $35.4 million, subject to change to
the extent that the Company received any recovery as a result of
the liquidation of Think Global, but any recovery, to the extent
it occurred, would not likely be significant.

On this news, shares of Ener1 declined $0.07 per share, more than
5%, on unusually heavy volume, and further declined $0.16 per
share, or 12.4%, to close on June 23, 2011, at $1.13 per share,
also on unusually heavy volume.

Subsequently, on August 15, 2011, Ener1 disclosed that the
Company's financial statements for the year ended December 31,
2010 and for the quarterly period ended March 31, 2011 should no
longer be relied upon and should be restated.  The determination
was made following an assessment of certain accounting matters
related to the loans receivable owed to Ener1 by Think Holdings
and accounts receivable owed to Ener1 by Think Global held by the
Company, and the timing of the recognition of the impairment
charge related to the Company's investment in Think Holdings
originally recorded during the quarter ended March 31, 2011.

On this news, shares of Ener1 declined $0.33 per share, or 42.31%,
to close on August 16, 2011, at $0.45 per share, on unusually
heavy volume.

The Pomerantz Firm, with offices in New York, Chicago and
Washington, D.C., is acknowledged as one of the premier firms in
the areas of corporate, securities, and antitrust class
litigation.  Founded by the late Abraham L. Pomerantz, known as
the dean of the class action bar, the Pomerantz Firm pioneered the
field of securities class actions.  Today, more than 70 years
later, the Pomerantz Firm continues in the tradition he
established, fighting for the rights of the victims of securities
fraud, breaches of fiduciary duty, and corporate misconduct. The
Firm has recovered numerous multimillion-dollar damages awards on
behalf of class members.

                         About Ener1 Inc.

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.


EXTENDED STAY: Trust Sues Blackstone for $8-Bil. Over Buyout
------------------------------------------------------------
Blackstone Group LP and its co-defendants said the Extended Stay
Inc. litigation trustee's objection does not provide any basis
why the lawsuits he filed in connection with the 2007 sale of
Extended Stay should not be consolidated.

Hobart Truesdell, who administers the litigation trust created
for Extended Stay's creditors pursuant to the hotel chain's
restructuring plan, previously opposed the proposed consolidation
of the lawsuits, saying it is premature in light of the pending
motions for the transfer of one of the lawsuits to the New York
Supreme Court.

In court papers, Paul Basta, Esq., at Kirkland & Ellis LLP, in
New York, on behalf of Blackstone rejected the litigation
trustee's argument that the proposed consolidation is premature.
Even if the Bankruptcy Court authorized the transfer of the
lawsuit to another court, he pointed out, that lawsuit would be
litigated separately.

Mr. Basta also disputed the litigation trustee's contention that
there are no common issues of law because "there is not a single
overlapping claim" among the lawsuits.

"It would make no sense," Mr. Basta said, "for the trustee to
bring the exact same cause of action against the exact same
defendants in multiple complaints.  The trustee cannot evade
consolidation through artful pleading, particularly where there
are substantially overlapping issues of law and fact."

Mr. Basta maintained that the lawsuits involve overlapping
"factual issues" since they all challenge the same transaction,
which is the 2007 sale of Extended Stay.

Lightstone Group LLC, Wachovia Bank N.A., and Archon Group L.P.
also criticized the litigation trustee's objection to the suit
consolidation.

Lightstone said the litigation trustee did not give a convincing
reason why he is still fighting to keep the "duplicative actions"
in multiple courts.  It further argued that all the facts
necessary to resolve each of the complaints are identical.

For their part, Wachovia Bank and Archon Group argued that the
lawsuits involve "common questions of law and fact" and that
consolidating them "would promote judicial economy."

Archon Group also said it was wrongfully named as a defendant in
the lawsuit under Case No. 11-02259 and that it reserves its
rights to seek dismissal from the lawsuit.

The lawsuit labels certain defendants including Archon Group as
"subsequent defendant interest holders in mezzanine loan" and
alleges that they hold "wrongfully incurred mezzanine debt."

Archon Group clarified that it has never been a holder of any
portion of Extended Stay's mezzanine debt, and has never received
any payment in connection with the mezzanine debt.

        Blackstone Opposes Motion to Withdraw Reference

In a separate court filing, the Blackstone defendants asked the
Bankruptcy Court to deny approval of the motion to withdraw the
reference of the Lawsuits, saying the litigation trustee failed
to satisfy the statutory requirements for withdrawal.

Richard Cieri, Esq., at Kirkland & Ellis LLP, in New York, said
the litigation trustee did not provide analysis of how the
Supreme Court case known as Stern v. Marshall applies to the
claims in the lawsuits and why the decision in the Stern case
warrants withdrawing the reference in any of the lawsuits.

The Stern case, a controversial case involving the estates of
Anna Nicole Smith, is said to have limited bankruptcy courts'
constitutional authority to enter final judgment against
third-parties on pre-bankruptcy state law claims under certain
circumstances.

The Supreme Court's decision in Stern does not warrant either
mandatory or permissive withdrawal, Mr. Cieri argued.

"Withdrawing the reference is mandatory only if resolution of the
proceeding requires consideration of both Title 11 and other laws
of the United States regulating organizations or activities
affecting interstate commerce," Mr. Cieri said.  He further said
that permissive withdrawal is appropriate only "for cause shown."

The Blackstone group drew support from other defendants including
PGRT ESH, Arbor ESH II LLC, and Ashford Hospitality Finance LP.
They argued that the reference withdrawal motion is premature and
that the Stern case does not require either mandatory or
permissive withdrawal of the reference.

In court papers, Wachovia also criticized the litigation
trustee's motion to withdraw reference, saying it merely hinges
on an argument that the Supreme Court's decision in the Stern
case compels mandatory and permissive withdrawal.

Counsel to Wachovia, Rachel Wertheimer, Esq., at Morrison &
Foerster LLP, in New York, said that the lawsuit against Wachovia
asserts only fraudulent conveyance and preferential transfer
claims against creditors who have filed proofs of claim against
Extended Stay.

Ms. Wertheimer further argued that the Supreme Court's decision
does not support the conclusion that the Bankruptcy Court lacks
authority to enter final judgments in fraudulent conveyance and
preferential transfer claims against creditors particularly those
involving avoidance claims under the Bankruptcy Code.

The litigation trustee failed to show, Ms. Wertheimer contended,
that there is "sufficient cause" for permissive withdrawal and
did not identify any claim that would require the Bankruptcy
Court to consider federal non-bankruptcy law "regulating
organizations or activities affecting interstate commerce" to
support mandatory withdrawal.

Archon Group, KeyBank N.A., Ashford Hospitality, and U.S. Bank
N.A. also filed court papers supporting the arguments raised by
Wachovia.  U.S. Bank said that it has plans to file a motion to
dismiss the lawsuit filed by the litigation trustee against the
bank under Case No. 11-05864.

                  Litigation Trustee Defends
            Proposed Transfer of State Court Action

Mr. Truesdell, as litigation trustee, asserted that the
Blackstone defendants' contention that the lawsuits are
"inextricably intertwined" and that all the lawsuits turn on the
single allegation that the 2007 sale left Extended Stay insolvent
has no bearing on the proposed transfer of the state court action
back to the Supreme Court.

"Each case asserts separate claims requiring proof of separate
legal elements under different laws against mostly separate
defendants," Mr. Truesdell said in a court filing.

"The [Bankruptcy Court] should reject the Blackstone defendants'
effort to collapse all of the plaintiff's lawsuits into a single
lawsuit, which would only create prejudice and confusion," the
litigation trustee said.

Mr. Truesdell further argued that the Bankruptcy Court did not
retain exclusive jurisdiction over the state court action under
the terms of the restructuring plan and its prior order
confirming the plan.

Meanwhile, in a September 7 letter to Judge James Peck, the
Blackstone defendants informed the bankruptcy judge about a
recent decision handed down by the U.S. District Court for the
Southern District of New York, which oversees a securities
litigation involving Italian dairy conglomerate Parmalat
Finanziaria S.p.A.

The New York District Court decision, issued late last month,
held that mandatory abstention under Section 1334(c)(2) of the
Bankruptcy Code is inappropriate where the actions could have
been filed in federal court based on supplemental jurisdiction
over state law claims.  In its decision, the District Court
considered whether, pursuant to Section 1334(c)(2), it must
abstain from considering various state law claims.  The
defendants argued that there was no basis for mandatory
abstention because Section 1334 did not provide the sole basis
for jurisdiction over the claims.  The District Court agreed,
finding that the state law claims "could have been commenced in
federal court" pursuant to the District Court's supplemental
jurisdiction" because those claims were based on a common nucleus
of operative fact as federal securities claims pending in federal
court.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Claims Objection Deadline Extended Until 2012
------------------------------------------------------------
Hobart Truesdell asked the U.S. Bankruptcy Court for the Southern
District of New York to extend the deadline for filing objections
to claims in the cases of Extended Stay Inc.'s debtor affiliates
through September 7, 2012.

Mr. Truesdell administers the litigation trust created for
Extended Stay creditors pursuant to the hotel chain's Chapter 11
plan of reorganization.

As of August 23, 2011, about 2,000 claims asserting more than
$9 billion were filed in the bankruptcy cases of Extended Stay
Inc.'s affiliated debtors.  Of these, more than 1,600 are general
unsecured claims and claims arising under the $3.3 billion
mezzanine loans.

Lawyer for the litigation trustee, Elyssa Kates, Esq., at Baker &
Hostetler LLP, in New York, said the litigation trustee needs
additional time to pursue the resolution of alleged general
unsecured claims and "mezzanine facilities" claims.

"An extension is necessary to determine whether there will be any
funds available for distribution to litigation trust
beneficiaries so as to make the claims review process meaningful
rather than wasteful," Ms. Kates said in a court filing.

Judge James Peck will hold a hearing on September 15, 2011, to
consider approval of the request.

The bankruptcy judge earlier issued a bridge order extending the
deadline until the entry of a court order determining the
proposed extension.

The proposed extension drew flak from Bank of America N.A., one
of the banks that provided loans to Extended Stay under a 2009
mezzanine loan agreement.

In court papers, Bank of America asked Judge Peck to deny the
litigation trustee's request to the extent he seeks to extend the
deadline to challenge the mezzanine facilities claims allowed
under the restructuring plan.

The restructuring plan, which took effect on October 8, 2010,
provides for the treatment and allowance of mezzanine facilities
claims in the sum of at least $3.3 billion.  The allowance of
those claims was required by BofA in order to obtain its support
for the restructuring plan and the compromises embodied in the
plan.

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


EXTENDED STAY: Litigation Trust Submits Report for 4th Quarter
--------------------------------------------------------------
Hobart Truesdell, as litigation trustee, filed with the U.S.
Bankruptcy Court for the Southern District of New York a copy of
Extended Stay litigation trust's balance sheet as of December 31,
2010, and the related statements of operations and cash flows for
the period from October 8 to December 31, 2010.

A full-text copy of the financial reports is available without
charge at http://bankrupt.com/misc/ESI_LitigationTrustFS.pdf

                Extended Stay Litigation Trust
                         Balance Sheet
                    As of December 31, 2010

Assets:
Cash and cash equivalents                            $4,902,745
Deposits                                                  1,000
                                                     ----------
Total Assets                                          4,903,745

Liabilities and Trust Equity
Liabilities:
Accrued expenses                                        129,150
                                                     ----------
Total liabilities                                        129,150

Trust equity:
Trust corpus                                          4,774,595
                                                     ----------
Total trust equity                                     4,774,595
                                                     ----------
Total liabilities and trust equity                   $4,903,745
                                                     ==========

                 Extended Stay Litigation Trust
       Statement of Operations & Changes in Trust Corpus
          For the Period October 8 to December 31, 2010

Revenue:
Interest income                                          $2,802

Expenses:
Legal and professional fees                             227,055
Storage fees                                              1,152
                                                     ----------
Total expenses                                          228,207
                                                     ----------
Loss                                                   (225,405)

Trust corpus, beginning of period                             --
Contribution                                           5,000,000
                                                     ----------
Trust corpus, end of period                           $4,774,595
                                                     ==========

                 Extended Stay Litigation Trust
                    Statement of Cash Flows
          For the Period October 8 to December 31, 2010

Cash flows from operating activities:
Loss                                                  ($225,405)

Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in assets and liabilities:
(Increase) decrease in: Deposits                        (1,000)
Increase (decrease) in: Accrued expenses               129,150
                                                     ----------
Net cash used in operating activities                  (97,255)

Cash flows from financing activities:
Contribution to trust corpus                         5,000,000
                                                     ----------
Net increase in cash                                 4,902,745

Cash, beginning of the period                                 --
                                                     ----------
Cash, end of the period                               $4,902,745
                                                     ==========

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FAITH CHRISTIAN: Can Employ Counts Real Estate Group as Realtor
---------------------------------------------------------------
Faith Christian Family Church of Panama City Beach, Inc., sought
and obtained permission from the Hon. Lewis M. Killian of the U.S.
Bankruptcy Court for the Northern District of Florida to employ
Jason P. Oakes of Counts Real Estate Group, Inc. as its realtor.

Mr. Oakes will appraise and sell the real property owned by the
Debtor.

Mr. Oakes maintains that neither he nor CREG has no connection
with the Debtor's creditors, or any other party-in-interest or its
counsel.  CREG is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code, he insists.

Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
is a not for profit corporation.  The church filed for Chapter 11
bankruptcy protection (Bankr. N.D. Fla. Case No. 11-50288) on
May 24, 2011.  The Debtor disclosed $11,339,469 in assets, and
$3,361,477 in debts as of the Chapter 11 filing.  Charles M. Wynn,
Esq., at Charles M. Wynn Law Offices, P.A., serves as the Debtor's
bankruptcy counsel.

The Court will convene a status hearing on Oct. 4, 2011 to
consider adequacy of the disclosure statement, as amended,
explaining the Debtors' Chapter 11 Plan of Reorganization.


FALLS AT TOWNE: Court Dismisses Geneva Multi-Family Case
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota dismissed
on Aug. 22, 2011, the Chapter 11 case of Geneva Multi-Family
Exchange XIV, LLC.  Any proof of claim filed in the Debtor's case
will be deemed filed in the case of The Falls at Towne Crossing,
LLC, Case No. 11-44563 without further action by the claim holder.

The order dismissing the case is based on the agreement between
The Falls at Towne Crossing, LLC, and Lender Broadstone Towne
Crossing Property Owner LLC with respect to the motion of
Broadstone for (I) relief from the automatic stay and (II) to
dismiss the Debtor's case.

As agreed, on or before 5:00 p.m. Central Standard Time on
Oct. 17, 2011, the Debtor will file with the Bankruptcy Court a
fully executed and complete copy of an agreement for the sale of
the Property (the "Falls APA").  Further, on or before Sept. 19,
2011, the Debtor will provide the Lender with a written status
report describing its efforts to sell the Property as of that
date.

If the Debtor does not file the APA on or before the APA Deadline,
the automatic stay will, without further order of the Court, be
lifted at 5:00 p.m. Central Standard Time on the day following the
filing of an affidavit by counsel to the Lender stating that the
APA was not filed by the APA deadline.

               About The Falls at Towne Crossing and
                 Geneva Multi-Family Exchange XIV

Geneva Multi-Family Exchange XIV, LLC, owns the 336-unit Falls at
Towne Crossing apartment project in Mansfield, Texas.  Geneva
Multi-Family Exchange XIV and affiliate The Falls at Towne
Crossing, LLC, c/o Exchange Realty Inc., based in Minneapolis,
Minnesota, filed separate Chapter 11 bankruptcy petitions (Bankr.
D. Minn. Case Nos. 11-44562 and 11-44563) on July 5, 2011.  Judge
Dennis D. O'Brien presides over the case.

Geneva Multi-Family Exchange XIV LLC disclosed $25.5 million in
assets and $24.3 million in debts in its petition.  Falls at Towne
Crossing estimated assets and debts of $10 million to $50 million.
The petitions were signed by Duane H. Lund, chief manager.

Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman &
Tansey, at Minneapolis, Minnesota, represents the Debtor as
counsel.


FANNIE MAE: Regulator Considering Obama's Mortgage Plan
-------------------------------------------------------
American Bankruptcy Institute reports that Fannie Mae and Freddie
Mac are exploring ways to help homeowners refinance into cheaper
mortgages, said the companies' regulator, who stopped short of a
promise to deliver on a proposal from President Barack Obama.

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The Company's balance sheet at Dec. 31, 2010 showed
$3.222 trillion in total assets, $3.224 trillion in total
liabilities and a $2.52 billion total deficit.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FGIC CORP: Has Three Superior Proposals for Ch. 11 Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FGIC Corp., whose prepackaged reorganization fell
apart, disclosed having two and perhaps three proposals for a new
Chapter 11 plan giving unsecured creditors more than the aborted
plan.

According to Bloomberg, the Debtor said in a court filing that it
has received offers from "two potential plan sponsors."  There
also may be a third, FGIC said.  The offers would all give
unsecured creditors more than the failed plan proposal, FGIC said.
The terms of the proposals weren't laid out.

FGIC, Mr. Rochelle relates, will report on plan progress at a
hearing Sept. 22 when it will seek an extension until Feb. 3 of
the exclusive right to propose a Chapter 11 plan.

Mr. Rochelle recounts that FGIC filed for reorganization in August
2010 with a plan under which creditors would become owners of the
bond insurance subsidiary, Financial Guaranty Insurance Co.  The
plan became unfeasible when an exchange offer failed.  FGIC is
attempting to reorganize by using $4 billion in net tax-loss
carryforwards.  As before, FGIC's assets consist of $10 million
cash, the insurance subsidiary, and the opportunity to use the tax
losses.

                         About FGIC Corp.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010.  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., Brian S. Lennon, Esq., at Kirkland & Ellis
LLP, in New York, serves as counsel to the Debtor.  Garden City
Group, Inc., is the Debtor's claims and noticing agent.   The
Official Committee of Unsecured Creditors tapped David Capucilli,
Esq., at Morrison & Foerster LLP, in New York as its counsel.  The
Debtor disclosed $11,539,834 in assets and $391,555,568 in
liabilities as of the Petition Date.


FONTAINEABLEAU: Ch. 7 Trustee Proposes to Settle Avoidance Actions
------------------------------------------------------------------
Soneet R. Kapila, Fontainebleau Las Vegas Holdings' Chapter 7
trustee, asks the U.S. Bankruptcy Court for the Southern District
of Florida to approve proposed procedures to allow him to settle
avoidance actions.

The Trustee believes it has certain causes of action against
various persons or transferees for the receipt of payments
alleged to be avoidable and recoverable under Sections 544, 545,
547, 548, and 550 of the Bankruptcy Code.

Russell M. Blain, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, Florida, contends that in order to allow the Trustee to
effectively and efficiently maximize the value of Avoidance
Actions for the benefit of the estates, the Trustee seeks
approval these procedures which will allow the Trustee to settle
certain Avoidance Actions without the need for repeated hearings
before the Court and without incurring the expenses related to
further notice of compromise motions:

  a. for settlements of claims where the amount demanded is less
     than $100,000, no further Court approval will be required;

  b. for settlements of claims where the amount demanded is
     between $100,001 and $500,000, no further Court approval
     will be required if the settlement amount is equal to or
     greater than 65% of the amount demanded;

  c. for settlements of claims where the amount demanded is
     greater than $500,001, Court approval will be required;

  d. whenever Court approval is required by these procedures,
     the approval may be obtained in accordance with the
     applicable rules, including the Rules and the local rules
     of the Court permitting the use of negative notice; and

  e. notwithstanding the foregoing, the Trustee may seek further
     Court approval of any settlement they consider to be in the
     best interests of the estates.  The approval may be
     obtained in accordance with the applicable rules, including
     the Rules and the local rules of the Court permitting the
     use of negative notice.

The Trustee proposes these procedures upon the resolution of an
adversary proceeding that does not require notice to creditors:

  a. each compromise will be the subject of a settlement
     agreement;

  b. in the event the defendant has filed an answer, the parties
     will file a joint motion for dismissal of the adversary
     proceeding and attach a copy of the settlement agreement as
     an exhibit to the joint motion;

  c. in the event that a defendant has not filed an answer, the
     Trustee will file a notice of voluntary dismissal and
     attach a copy of the settlement agreement as an exhibit to
     the notice; and

  d. in the event that a compromise results in an agreement by
     the defendant to waive its claim, a withdrawal of claim
     will be filed when the adversary is dismissed.

Mr. Blain asserts that that the estates will be benefitted by the
Trustee being allowed to settle certain Avoidance Actions in
accordance with the Procedures.  He adds that the procedures will
allow for a more streamlined process with respect to the
prosecution and compromise of Avoidance Actions.

"If the Trustee is allowed to settle Avoidance Actions pursuant
to the terms set forth in this Motion, it will reduce
administrative fees and other expenses to the estates," Mr. Blain
says.  He notes that "the creditor matrix in these cases consists
of over 635 parties."

The Trustee proposes that the resolution of an adversary
proceeding will be the subject of a settlement agreement, which
will be in a form; a copy of which is available for free at:

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

                        Parties Respond

In separate filings, these parties ask the Court not to grant the
Trustee's request:

  -- TCS John Huxley America, Inc.;
  -- Avnet, Inc.;
  -- Bergman, Walls & Associates, Ltd., JBA Consulting
     Engineers, Inc., TMCx Nevada, LLC and YWS Architects, LLC;
     and

  -- Paul Steelman Design Group, Incorporated.

The responding parties are transferees of alleged avoidable
transfers.

The Transferees tell the Court that their rights will be unfairly
prejudiced in the event the Court approves and mandates the use
of the form settlement agreement proposed by the Trustee.

The form settlement agreement is overly one sided, the
Transferees relate.  They points out, for example, that the
"creditor" expressly waives and releases any and all claims,
known or unknown, against the Trustee or his counsel, while the
"creditor" does not receive any release from the Trustee.

If the Court is inclined to grant the Trustee's request, the
Transferees ask the Court not to mandate the use of the form
settlement agreement and allow the parties to negotiate a form of
settlement agreement that is agreeable to the Parties.

In another separate filing, Crown Equipment Corporation objected
to the Settlement Form.

Counsel for Crown Equipment, Patrick S. Scott, Esq., at Gray
Robinson, in Fort Lauderdale, Florida, says that there is no
reason for settlements of suits up to $100,000 -- and settlements
of suits up to $500,000 where the recovery is at least 65% -- to
be secret.

Mr. Scott points out that notices of the settlements can be
served in groups on a limited mailing list and filed with the
Court at minimal expense and without sacrificing the obligations
of the trustee under Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

"It is neither impractical nor inefficient to provide creditors
and the court with notice of the extent of the compromise of
hundreds of suits filed by the trustee," Mr. Scott says.

Crown Equipment argues that Rule 9019(b) of the Federal Rules of
Bankruptcy Procedure was meant to deal with claims against the
estate, or of very small claims by the estate like chargebacks,
refunds, and rebates from vendors and customers.

There is no reason to have a single form of settlement as a
mandatory condition for defendants to engage in mediation or
other settlement discussions in this case, Mr. Scott asserts.  He
notes that Crown Equipment has no objection to the Court's
approval of the form as an acceptable form rather than a
mandatory form.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FONTAINEABLEAU: J. Soffer Wants Protective Order From 2004 Notices
------------------------------------------------------------------
Jeffrey Soffer, head of steer Turnberry Associates and son of the
developer of the Fontainebleau Miami and unfinished Fontainebleau
Las Vegas, asks the bankruptcy court for a protective order with
respect to Fidelity National Title Insurance Company's and First
American Title Insurance Company's notice of examinations under
Rule 2004 of the Federal Rules of Bankruptcy Procedure in
connection with the bankruptcy case of Fontainebleau Las Vegas
Holdings LLC.

On behalf of Mr. Soffer, James D. Gassenheimer, Esq., at Berger
Singerman P.A., in Miami, Florida, contends that (i) Fidelity and
First American are improperly attempting to utilize the broad
scope of examination permitted under Rule 2004 to obtain
documents they intend to use in pending state court litigation
involving Mr. Soffer, and (ii) the extraordinarily overbroad
scope of the documents requested necessarily implicates documents
containing privilege, confidential, and sensitive materials
belonging to Mr. Soffer.

On April 5, 2010, Fidelity and First American, among others,
commenced an action in Miami-Dade County Circuit Court against
Mr. Soffer individually for negligence and negligent
misrepresentation.

"The scope of nature of the 2004 Notice leaves little doubt that
Fidelity and First American intend to utilize the requested
documents in their state court litigation against [Mr.] Soffer
and the Debtors," Mr. Gassenheimer says.

Mr. Gassenheimer points out that the 2004 Notice literally asks
for every document in the possession of the Trustee or the
Debtors.

"It is inconceivable why Fidelity and First American would
request this type of information from the Trustee except for use
in their state court actions," Mr. Gassenheimer says.

These types of extremely broad "fishing expeditions" are exactly
the kind not permitted under Rule 2004, Mr. Gassenheimer asserts.
He contends that the only proper mechanism for Fidelity and First
American to seek to obtain the information is through properly
formed requests propounded in the state court litigation, and
subject to the narrower parameters of the governing rules of
civil procedure.

Accordingly, Mr. Soffer asks the Court to enter an order
declaring that Fidelity and First American are precluded from
utilizing Rule 2004 to obtain the requested documents, and
quashing the 2004 Notice.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FONTAINEABLEAU: J. Soffer Wants Insurers to Pay Defense Costs
-------------------------------------------------------------
Jeffrey Soffer asks the bankruptcy court to lift the automatic
stay, to the extent necessary or applicable, to permit National
Union Fire Insurance Company of Pittsburgh, Pa., as insurer to
Fontainebleau Las Vegas LLC, Fontainebleau Las Vegas Holdings LLC,
and Fontainebleau Las Vegas Capital Corp., to follow the express
terms of an insurance policy and pay certain defense costs
incurred by certain of the Debtor's former directors and
officers.

National Union issued a directors and officers liability policy,
styled as Executive and Organization Liability Insurance Policy
to the Named Entity Fontainebleau Resorts, LLC covering the
Policy Period from April 9, 2009, to April 9, 2010.

The Policy's aggregate Limit of Liability is $15,000,000.  The
Policy also includes a retention clause requiring an Insured to
satisfy the first $175,000 in Defense Costs, unless the
Organization is unable to fund the Retention due to Financial
Insolvency.

On June 8, 2011, Soneet R. Kapila, the Debtors' Chapter 7
Trustee, filed an adversary proceeding against various
individuals and entities against certain directors and officers
of the Debtors.

The directors and officers of the Debtors have reported the
Adversary Proceeding to National Union and sought coverage for
Defense Costs under the Policy.  The individuals include, but are
not necessarily limited to:

  -- Jeffrey Soffer, a member of Fontainebleau Las Vegas Capital
     Corp.'s Board of Directors;

  -- Albert Kotite, a member of Fontainebleau Las Vegas Capital
     Corp.'s Board of Directors;

  -- Glenn Schaeffer, former President of Fontainebleau Las
     Vegas Capital Corp.;

  -- Deven Kumar, former Senior Vice President of Development
     and Finance, Fontainebleau Las Vegas LLC; and

  -- James Freeman, former Treasurer of Fontainebleau Las Vegas
     Capital Corp.

James D. Gassenheimer, Esq., at Berger Singerman P.A., in Miami,
Florida, tells the Court that National Union has determined that
Mr. Soffer, and the other individuals are entitled to coverage
under the Policy.  Accordingly, National Union wishes to honor
its contractual obligations under the Policy, to pay Defense
Costs pursuant to the terms of the Policy.

Although not legally required, in an abundance of caution,
Mr. Soffer is filing this request to the extent it applies to
proceeds under the Policy, or to determine that it does not
apply, Mr. Gassenheimer says.

In a separate filing, Messrs. Freeman and Kumar join in
Mr. Soffer's request to lift the automatic stay.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FREDDIE MAC: Regulator Considering Obama's Mortgage Plan
--------------------------------------------------------
American Bankruptcy Institute reports that Fannie Mae and Freddie
Mac are exploring ways to help homeowners refinance into cheaper
mortgages, said the companies' regulator, who stopped short of a
promise to deliver on a proposal from President Barack Obama.

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FREESCALE SEMICONDUCTOR: Moody's Lifts Corporate to 'B2'
--------------------------------------------------------
Moody's Investors Service upgraded the senior debt ratings of
Freescale Semiconductor, Inc.'s -- Corporate Family Rating (CFR)
and Probability of Default Rating (PDR) to B2 from B3, senior
secured debt to Ba3 from B1, and the senior notes to Caa1 from
Caa2. Moody's also upgraded the Speculative Grade Liquidity Rating
to SGL-1 from SGL-2. In a related action, Moody's assigned a Ba3
rating to Freescale's $425 million 5-year senior secured revolver,
and affirmed the Caa2 rating on the senior subordinated notes. The
rating outlook is stable.

RATINGS RATIONALE

"The rating upgrades reflect our expectation of further reduction
in Freescale's financial leverage and improving liquidity,
building on nearly $1 billion of debt repayments from cash
proceeds from Freescale's initial public offering (IPO) and some
cash," noted Gregory Fraser, Senior Analyst at Moody's Investors
Service.

Moody's estimates that Freescale's total debt to EBITDA (Moody's
adjusted) was approximately 5.8x (pro forma as of July 1, 2011),
down from 7.1x (April 1, 2011) as a result of the debt repayments.
Over the next 12-18 months, Moody's expects Freescale will reduce
leverage to the 4.5x-5x range via additional debt repayment and
EBITDA expansion. Freescale used balance sheet cash plus total net
proceeds of $838 million from the IPO to retire approximately $975
million of gross debt.

The rating revision to B2 also considers Freescale's continued
improvement in factory utilization to near 80% from higher product
volumes (principally in automotive and wireless infrastructure
markets). With the operating leverage in Freescale's fixed
manufacturing cost base, profit and cash flow improved, which
Moody's expects will continue over the near term. Moody's
anticipates Freescale will generate considerably higher free cash
flow in the range of $100 to $200 million over the next twelve
months compared to $20 million in 2010.

Combined with cost takeouts from past restructurings, Moody's
expects Freescale to experience improved resilience in the next
cyclical downturn. Strong design win momentum has led to increased
product volumes, which combined with a better pricing environment
has resulted in expanded margins and higher EBITDA. The B2 CFR is
supported by Freescale's strong market leadership positions and
rich product portfolio characterized by technological breadth, as
well as its increasingly "asset-lite" operating model that allows
it to quickly reduce expenses and capex in response to weak market
conditions.

These positives are tempered by the company's still high financial
leverage, although expected to be consistent with other companies
also rated at the B2 level, long lead time required to penetrate
faster growth end markets, exposure to the highly volatile
semiconductor industry and continued majority ownership by the
private equity sponsor group. Although Moody's does anticipate
improving free cash flow, free cash flow to total debt is likely
to be modest in the 3-5% range, limiting the company's ability to
de-lever quickly.

The Speculative Grade Liquidity Rating was upgraded to SGL-1
reflecting Freescale's repayment of the entire $532 million of
borrowings under the old revolving credit facility and
availability of substantially all of its new $425 million revolver
maturing 2016. Additional support is provided by Moody's
expectation that solid free cash flow generation will supplement
Freescale's $805 million in cash balances. Going forward, Moody's
expects Freescale to maintain at least $600 million of cash.

The stable rating outlook reflects Moody's expectation that
Freescale will continue to experience good demand across its
addressable end markets, exhibit solid operating profitability,
generate higher levels of free cash flow and gradually de-lever.

Ratings could be upgraded if Freescale continues to: (i)
experience solid product volume growth; and (ii) increase revenues
via effective R&D investments and product development resulting in
a favorable product mix with a higher margin profile. Ratings may
also experience upward pressure if Moody's expects lower financial
leverage through EBITDA expansion or debt reduction resulting in
sustained debt to EBITDA (Moody's adjusted) under 4.5x.

Ratings could be downgraded if demand for Freescale's embedded
processors weakened and earnings fell short of expectations for an
extended timeframe (i.e., Moody's currently anticipates mid-single
digit revenue growth and operating margins in the range of 15%-
20%), or debt-funded acquisitions and/or aggressive financial
policies resulted in leverage above 6x total debt to EBITDA
(Moody's adjusted) for a sustained period. Deterioration in
liquidity due to weak free cash flow generation or cash balances
below $600 million could also result in a downgrade.

Assignments:

$ 425 Million Senior Secured Revolving Credit Facility due July
2016 -- Ba3 (LGD-3, 31%)

Rating Actions:

Corporate Family Rating to B2 from B3

Probability of Default Rating to B2 from B3

Speculative Grade Liquidity Rating to SGL-1 from SGL-2

$2.222 Billion (originally $2.265 Billion) Senior Secured Extended
Maturity Term Loan due 2016 to Ba3 (LGD-3, 31%) from B1 (LGD-3,
30%)

$663 Million (originally $750 Million) 10.125% Senior Secured
Notes due 2018 to Ba3 (LGD-3, 31%) from B1 (LGD-3, 30%)

$1.380 Billion 9.25% Senior Secured Notes due 2018 to Ba3 (LGD-3,
31%) from B1 (LGD-3, 30%)

$57 Million (originally $500 Million) Senior Unsecured Floating
Rate Notes due 2014 to Caa1 (LGD-5, 81%) from Caa2 (LGD-5, 80%)

$298 Million (originally $2.35 Billion) 8.875% Senior Unsecured
Notes due 2014 to Caa1 (LGD-5, 81%) from Caa2 (LGD-5, 80%)

$488 Million (originally $750 Million) 10.75% Senior Unsecured
Notes due 2020 to Caa1 (LGD-5, 81%) from Caa2 (LGD-5, 80%)

$750 Million 8.05% Senior Unsecured Notes due 2020 to Caa1 (LGD-5,
81%) from Caa2 (LGD-5, 80%)

Ratings Affirmed:

$764 Million (originally $1.6 Billion) 10.125% Senior Subordinated
Notes due 2016 -- Caa2, LGD assessment revised to (LGD-6, 100%)
from (LGD-6, 93%)

The methodologies used in this rating were Principle Methodology
Global Semiconductor Industry published in November 2009, and
Principal Methodology Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Headquartered in Austin, TX, Freescale Semiconductor, Inc. designs
and manufactures embedded semiconductors for the automotive,
networking, industrial and consumer markets. On June 1, 2011,
Freescale issued 43.5 million common shares in its IPO and on June
9th issued an additional 5.6 million shares in a greenshoe.
Revenues and EBITDA (Moody's adjusted) for the twelve months ended
July 1, 2011 were $4.7 billion and $1.2 billion, respectively.


GATEWAY METRO: Pasadena Building Owner Files for Chapter 11
-----------------------------------------------------------
Gateway Metro Center LLC, owner of an 11-story Gateway Metro
Center office building in Pasadena, California, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-47919).

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Gateway Metro Center sought bankruptcy protection
after halting payments in May on a $21 million first-mortgage
owing to Allstate Life Insurance Co.  The building has 121,500
square feet. It's 60% leased, according to a court filing.

A hearing was scheduled for Sept. 13 for permission to use cash
representing collateral for the Allstate mortgage.


GELT PROPERTIES: Organizational Meeting to Form Panel on Sept. 14
-----------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on September 14, 2011, at 1:00 p.m. in
the bankruptcy case of Gelt Financial Corporation.  The meeting
will be held at Office of the United States Trustee 833 Chestnut
Street, Suite 501 Philadelphia, PA  19107

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                       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.


GLOBAL PROPOSAL: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------------
Vanessa Small at the Washington Post reports that Global Proposal
System Inc. at 7753 Heritage Farm Drive, Montgomery Village, in
Maryland, filed for Chapter 7 liquidation (Bankr. D. Md. Case No.
11-27922).  Attorney Lawrence E. Heffner Jr. represents the
Company.  He can be reached at Tel No. (301) 695-2977.  The
Company disclosed assets of less than $50,000 and liabilities
between $50,000 and $100,000.


GRAHAM PACKAGING: Fitch Withdraws CCC Ratings on 2 Note Classes
---------------------------------------------------------------
Fitch Ratings has withdrawn the following ratings without
resolving the Rating Watch Negative status for Graham Packaging
Company, L.P.'s and its subsidiary, GPC Capital Corp as follows:

  -- IDR 'B';
  -- Senior secured revolving credit facility 'B+/RR3';
  -- Senior secured term loan 'B+/RR3';
  -- Senior unsecured notes 'CCC/RR6';
  -- Senior subordinated notes 'CCC/RR6'.

Fitch's policy on withdrawing ratings is to take into
consideration whether it has access to sufficient information in
assessing the credit quality of the issuer.  In this situation,
Fitch is unable to resolve the Rating Watch Negative that was
placed on the notes on June 21, 2011 before withdrawal since
sufficient information is no longer available to maintain the
ratings.  Graham is being acquired by Reynolds Group Holdings
Limited, a company that Fitch does not have sufficient information
to rate.  Accordingly, Fitch will no longer provide ratings or
analytical coverage for Graham.


GREAT ATLANTIC: Wants Mediation for Billions in PI Claims
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Great Atlantic & Pacific Tea Co. is proposing
procedures for dealing with more than 2,600 personal injury
claims. The proposal comes up for hearing in U.S. Bankruptcy Court
in White Plains, New York on Sept. 26.  Resolving injury claims is
complicated because A&P's insurance policy has $750,000 in so-
called self-insured retention, where the Company must pay the
first $750,000 before insurance kicks in.  The picture is further
complicated because bankruptcy law doesn't allow bankruptcy judges
to rule on personal injury claims.

According to the report, A&P said in its Sept. 11 court filing
that personal injury claimants are seeking $1.3 billion, although
the amount could be larger because 500 of the claims don't specify
an amount sought.  A&P is proposing that the claimants and the
company first exchange settlement offers. If there isn't
settlement, there would be a 60-day mediation period, unless the
parties agree to binding arbitration.

Mr. Rochelle relates that under the proposed rules, if mediation
fails, A&P would have the right to send the dispute to a state or
federal court. A&P says it will allow suit to proceed if a
claimant agrees only to receive payment from whatever insurance
may be available.  Claimants would also be required first to
utilize whatever third-party insurance is available.  To the
extent claimants end up with settlements or judgments not covered
by insurance, they would be paid like unsecured creditors under a
Chapter 11 plan.

                   About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold postpetition 12 Super-Fresh stores in the Baltimore-
Washington area for $37.83 million, plus the value of inventory.
Thirteen other locations didn't attract buyers at auction and were
closed mid-July 2011.


GREAT ATLANTIC: Seeks to Expand PricewaterhouseCoopers Hiring
-------------------------------------------------------------
BankruptcyData.com reports that Great Atlantic & Pacific Tea
Company filed with the U.S. Bankruptcy Court a motion to expand
the scope of employment of PricewaterhouseCoopers (Contact:
Kenneth J. Sharkey) as auditor to include audit services at the
following hourly rates: partner at $860 to $995, managing director
at $610 to $995, director at $700, senior manager at $525 to $770,
manager at $415 to $430, senior associate at $225 to $310 and
associate at $145 to $235.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold postpetition 12 Super-Fresh stores in the Baltimore-
Washington area for $37.83 million, plus the value of inventory.
Thirteen other locations didn't attract buyers at auction and were
closed mid-July 2011.


GSC GROUP: Objections to Plan Disclosures Due Sept. 26
------------------------------------------------------
Objections to the disclosure statement explaining the Chapter 11
plan of liquidation filed by James L. Garrity, Jr., Chapter 11
trustee of the bankruptcy cases of GSC Group, Inc., and its debtor
affiliates are due September 26, 2011.

Hearing on the approval of the disclosure statement will be held
on October 5, 2011, at 10:00 a.m.  The confirmation hearing will
be held on November 18, 2011, at 10:00 a.m.  Confirmation
objections are due on or before November 9.

The Plan, filed with the U.S. Bankruptcy Court for the Southern
District of New York on August 23, provides for the transfer of
all of the Estate Assets and the Reorganized GSC Group Stock to
the Liquidating Trust.  The Estate Assets are those remaining
assets not sold to GSC Acquisition Holdings, LLC, pursuant to the
asset purchase agreement dated May 23, 2011, other than: (i) about
$18.6 million of cash, (ii) certain causes of action, (iii)
certain key-man life insurance policies, and (iv) certain
miscellaneous assets.

Holders of general unsecured claims are impaired and will get an
84% recovery on their allowed claims in the form of cash and trust
units.  Holders of secured claims and other priority claims are
unimpaired and will recover 100% of their allowed claims in the
form of cash or its collateral.

As previously reported in the Sept. 1, 2011 edition of the
Troubled Company Reporter, Bill Rochelle, bankruptcy columnist for
Bloomberg News, said the liquidating plan was filed after the
Chapter 11 trustee completed the sale of the business to Black
Diamond Capital Finance LLC, as agent for the secured lenders, on
July 26.

A minority group of secured lenders filed an appeal from the order
allowing the sale.  The appeal remains outstanding, the disclosure
statement said.  Through a suit in state court, the minority
lenders failed to halt Black Diamond from completing the sale, the
disclosure materials say.

According to the Bloomberg report, Judge Gonzalez previously said
the trustee's plan was the "only plausible exit strategy."  The
price paid by the lenders' agent was designed for full payment on
$256.8 million in secured claims, with $18.6 million cash left
over.  Black Diamond as agent bought most assets with a $224
million credit bid, a $6.7 million note, $5 million cash, and debt
assumption.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76de

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  No committee
of unsecured creditors has been appointed in the Chapter 11 Cases.


GYMBOREE CORPORATION: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service revised The Gymboree Corporation's
rating outlook to negative from stable. All other ratings
including the B2 Corporate Family Rating were affirmed.

RATINGS RATIONALE

The rating outlook revision to negative from stable primarily
reflects persistent negative trends in EBITDA over the past few
fiscal quarters and Moody's expectations that these negative
trends are unlikely to reverse over the course of the current
fiscal year. As a result, the company's performance has been below
Moody's initial expectations therefore leverage is likely to
remain high for an extended period. The company's recent
performance has been negatively impacted primarily by weak product
performance at its Gymboree division, which necessitated higher
markdowns to clear merchandise. The company's cost of sales is
expected to increase over the course of the current fiscal year,
as goods were purchased when raw material costs were higher
earlier this year are delivered to the stores. Moody's expects the
company will face continued pressure on gross margins over the
course of this year as a result.

Gymboree's B2 Corporate Family Rating reflects its highly
leveraged capital structure following its acquisition by Bain
Capital. Leverage remains high, with debt/EBITDA in excess of 6.5
times for the LTM period ending 7/30/11. The rating also takes
into consideration Gymboree's overall moderate scale and the
highly fragmented infant and toddler apparel market. Gymboree does
have a good track record of growth, a well known brand, and good
execution skills as evidenced in the company's high operating
margins. The infant and toddler apparel category is considered
somewhat less volatile than many apparel categories, primarily due
to regular demand as children grow and parents generally will
maintain spending on children. The company's good overall
liquidity is a key factor in the rating as well, as the company
has no material near dated debt maturities and access to a sizable
(unrated) asset-based revolver that amply covers seasonal working
capital needs.

The rating outlook is negative. Ratings could be lowered if the
company is unable to make tangible progress stabilizing operating
performance over the next 12 to 18 months as it deals with rising
input costs and weak consumer confidence while also recovering
from its recent fashion misstep. Quantitatively, ratings could be
lowered if Moody's expects debt/EBITDA will be sustained in the
mid six times range, or if interest coverage (EBITA/interest)
falls below 1.25 times. Ratings could also be lowered if the
company's overall good liquidity position were to erode or
financial policies became more aggressive.

Over time, more positive rating action could be considered if the
company demonstrates stable trends in earnings, indicating that it
has been able to address recent fashion missteps and manage in a
higher input cost environment. Quantitatively, the rating outlook
could be revised to stable if debt/EBITDA approached 6 times over
the next 12 to 18 times. Ratings could be upgraded if the
company's performance recovers toward history levels, while also
meaningfully deleveraging, with debt/EBITDA sustained below 5.5
times and interest coverage in excess of 1.75 times.

The following ratings were affirmed and LGD assessments amended
where appropriate:

Corporate Family Rating at B2

Probability of Default Rating at B2

$820 million senior secured term loan due February 2018 at B1 (LGD
3, 40% from LGD 3, 39%)

$400 million senior unsecured notes due November 2018 at Caa1 (LGD
5, 86%)

The principal methodology used in rating The Gymboree Corporation
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.

Headquartered in San Francisco, California, as of July 30, 2011,
Gymboree operates over 1,100 retail stores and websites under the
"Gymboree", "Gymboree Outlet", "Crazy 8", and "Janie and Jack"
brands. Revenues for the LTM period ending 7/30/11 were
approximately $1.1 bilion.


HARRY & DAVID: Court Enters Plan Confirmation Order
---------------------------------------------------
On Aug. 29, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered an order confirming Harry & David Holdings, Inc.,
and its debtor subsidiaries' Second Amended Joint Plan of
Reorganization, dated June 24, 2011.

The Plan Modifications, including the PBGC Settlement, and the
Plan Supplement are approved in all respects pursuant to Section
1127(a) of the Bankruptcy Code and Bankruptcy Rule 3019.

A copy the Confirmation Order and a copy of the Plan as Modified
and Restated is available at http://is.gd/Fk9tWs

The Plan allows the Company to convert all of its approximately
$200 million of outstanding public notes into equity of the
reorganized company.  The Plan also includes an equity capital
raise that will generate $55 million in equity financing upon the
Company's emergence from Chapter 11.  A group of the Company's
existing noteholders have agreed to backstop the equity capital
raise.  The Company will utilize proceeds from the equity capital
raise to satisfy obligations arising from its $55 million post-
petition term loan.  Additionally, the Company has a $100 million
revolving loan commitment to finance its operations after the
Company exits Chapter 11.

                       About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.  Affiliates
Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David
Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear
Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed
separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

David G. Heiman, Esq., Brad B. Erens, Esq., and Timothy W.
Hoffman, Esq., at Jones Day, are the Debtors' lead counsel.
Daniel J. DeFranceschi, Esq., Paul Noble Heath, Esq., and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

The Debtor also tapped DJM Realty Services, LLC, as real estate
consultants; Alvarez & Marsal North America to provide the Debtors
an interim chief executive officer and chief restructuring officer
and certain additional officers; and McKinsey Recovery &
Transformation Services U.S. LLC as their management consultant.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.

On April 7, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.


HAWAII MEDICAL: Objects to Committee's Bid to Dismiss Ch. 11 Cases
------------------------------------------------------------------
Hawaii Medical Center, Hawaii Medical Center East and Hawaii
Medical Center West ask the U.S. Bankruptcy Court for the District
of Hawaii to deny the Official Committee of Unsecured Creditors'
motion to dismiss their Chapter 11 cases filed in June 2011.

In its motion, the Creditors' Committee alleges that the 2011
Chapter 11 cases constitute improper attempts to modify the
substantially consummated First Amended Joint Plan of
Reorganization filed by Hawaii Medical Center East, LLC; Hawaii
Medical Center West, LLC; and Hawaii Medical Center, LLC -- the
2010 Plan.  The Creditors Committee further alleges that the 2010
Reorganized Debtors have acted in bad faith in filing the Chapter
11 cases and the plan of reorganization filed therewith -- the
2011 Plan.

On behalf of the Debtors, Shawn M. Riley, Esq., at McDonald
Hopkins LLC, in Cleveland, Ohio, argues that the 2011 Plan is a
stand alone plan and was not filed by the 2011 Debtors as an
attempt to modify the Plan of Reorganization confirmed on May 28,
2010.  The Creditors Committee's overarching concern can be
reduced to one issue -- under the 2011 Plan, general unsecured
creditors are not entitled to recover on their unsecured claims,
he states.

Mr. Riley points out that substantially all of the property to be
transferred under the 2010 Plan has been transferred as a result
of the conversion from Hawaii limited liability companies to new
Hawaii non-profit corporations.  New officers and directors have
also been appointed and distributions under the 2010 Plan have
commenced, he asserts.  Accordingly, the 2010 Plan has been
substantially consummated and fully administered.  As the 2010
Plan has been substantially consummated and fully administered, it
is impossible to affect a modification through the 2011 Plan, he
contends.  Essentially, the 2011 Plan does not modify the 2010
Plan in any way but rather is an entirely different
reorganization, he insists.

Although the Debtors which filed for Chapter 11 protection in
2008, the Official Committee of Unsecured Creditors in the 2008
Chapter 11 cases and Hawaii Physicians Group, LLC spent
significant time negotiating the terms of the 2010 Plan and
working towards confirmation, and although the 2010 Reorganized
Debtors, the 2008 Committee and HPG thoroughly analyzed the
Debtors' ability to meet their obligations under the 2010 Plan
post-confirmation, unanticipated circumstances nonetheless arose,
Mr. Riley stresses.  These unanticipated circumstances include:

   (1) The 2010 Reorganized Debtors experienced an unexpected loss
       in physician referrals that adversely affected their
       revenue.

   (2) The 2010 Reorganized Debtors discovered and subsequently
       self-reported, post-emergence, certain technical violations
       of the Stark Act.  Indeed, the U.S. Department of Health &
       Human Services filed proofs of claim in the 2010
       Reorganized Debtors' Chapter 11 cases for $36,931,700 and
       $20,884,290 in potential Stark law liability.

Mr. Riley clarifies that the 2011 Chapter 11 cases were filed with
the overarching objective to ensure the continued operation of the
hospitals, the continued provision of high quality, acute health
care services to patients, and to ensure the continued employment
of nearly 1,000 employees.  Instead, the 2011 Plan promotes those
objectives and is in the best interests of all creditors, he
maintains.

St. Francis Healthcare System of Hawaii, St. Francis Medical
Center, and St. Francis Medical Center-West join the 2010
Reorganized Debtors' Objection.

                 Creditors Committee Talks Back

Representing the Creditors' Committee, Chuck C. Choi, Esq., at
Wagner Choi & Verburgge, in Honolulu, Hawaii, argues that sworn
testimony submitted by the 2010 Reorganized Debtors and the record
in the 2008 Debtors' bankruptcy cases demonstrate that the
circumstances leading to the filing of the 2011 Debtors and 2011
Plan were foreseeable and anticipated by the 2010 Reorganized
Debtors before the 2010 Plan was confirmed.

Specifically, the decline in revenues was the expected outcome
from losing physician referrals and the direct result of the
bargain the 2008 Debtors struck with their creditors to extinguish
the physicians' equity interests through the 2010 Plan, Mr. Choi
points out.  Although the Department of Health filed its claims
for Stark law violations during the 2011 Debtors' Chapter 11
cases, the 2010 Reorganized Debtors were aware of the violations
and the CMS audit results before the 2010 Plan was confirmed, he
insists.

Accordingly, the 2010 Reorganized Debtors should not be permitted
to claim surprise and changed circumstances to excuse their breach
of the 2010 Plan, Mr. Choi avers.  The 2010 Reorganized Debtors'
evasion of their responsibilities under the 2010 Plan violates
Section 1127(b) of the Bankruptcy Code and sets a dangerous
precedent that undermines the binding nature of the plan
confirmation process, he maintains.

                  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.

The Debtor disclosed $74,713,475 in assets and $91,599,563 in
liabilities as of the Chapter 11 filing.

St. Francis Healthcare System of Hawaii is represented by:

   Jonathan H. Steiner
   McCORRISTON MILLER MUKAI MACKINNON LLP
   Five Waterfrong Plaza, Fourth Floor
   500 Ala Moana Boulevard
   Honolulu, Hawaii 96813
   Tel: (808) 529-7300
   Fax: (808) 524-8293
   E-mail: steiner@m4law.com

   Joshua M. Mester
   DEWEY & LEBOEUF LLP
   333 South Grand Avenue, 26th Floor
   Los Angeles, California 90071
   Tel: (213) 621-6000
   Fax: (213) 621-6100
   E-mail: jmester@dl.com


HD SUPPLY: Completes Sale of Plumbing/HVAC Business to Hajoca
-------------------------------------------------------------
HD Supply, Inc., on Sept. 9, 2011, completed the previously
reported sale to Hajoca Corporation of all of the issued and
outstanding equity interests in its Plumbing/HVAC business.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

The Company reported a net loss of $619 million on $7.47 billion
of revenue for the fiscal year ended Jan. 30, 2011, compared with
a net loss of $514 million on $7.42 billion of net sales for the
fiscal year ended Jan. 31, 2010.

The Company's balance sheet at July 31, 2011, showed $7.14 billion
in total assets, $7.29 billion in total liabilities, and a
$153 million total stockholders' deficit.

                           *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HEALTHSPRING INC: Moody's Affirms 'Ba3' Senior Secured Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed the debt ratings of
HealthSpring, Inc. (HealthSpring, NYSE:HS, senior secured at Ba3;
stable outlook) and the Ba1 insurance financial strength (IFS)
ratings of its operating subsidiaries. The outlook on the ratings
is stable.

Moody's also withdrew the Ba1 IFS rating of Texas HealthSpring,
LLC for business reasons. This operating subsidiary was merged
into HealthSpring Life & Health Insurance Company, Inc. effective
12/31/10.

RATINGS RATIONALE

Moody's stated that the ratings affirmation reflected the
successful integration of Bravo Health (acquired at the end of
2010); HealthSpring's strong Medicare Advantage membership gain
during the 2011open enrollment period; its recent expansion into
Medicaid, which provides some revenue and earnings
diversification; and its de-leveraging as a result of using a
large portion of the proceeds from its common stock offering in
March 2011 to repay outstanding debt. Notably, the company's
financial leverage (debt to capital where debt includes operating
leases) was reduced to 19.8% as of June 30, 2011 from 37.4% at
year-end 2010. In addition, debt to EBITDA was reduced from 1.8x
on December 31, 2010 to 0.9x at mid-year 2011.

Offsetting these positive developments, Moody's Senior Vice
President, Steve Zaharuk commented, "With the scheduled
reimbursement reductions to Medicare Advantage plans under
healthcare reform, there will be annual pressure on Medicare
Advantage insurers to develop products with the optimal mix of
benefit and premium levels that will attract new members and
retain its membership base." In addition, the rating agency noted
that these healthcare insurers will be under pressure to operate
their plans more efficiently to optimize benefits and meet the
minimum loss ratio (MLR) requirements that begin in 2014. Zaharuk
added, "As a result of these financial uncertainties, along with
the possibility of additional reductions to all Medicare programs
as a result of federal budgetary pressures, further upgrades for
HealthSpring are limited in the near-term."

The principal methodology used in rating HealthSpring was Moody's
Rating Methodology for U.S. Health Insurance Companies published
in May 2011.

These ratings were affirmed with a stable outlook:

HealthSpring, Inc. -- senior secured debt rating at Ba3; corporate
family rating at Ba3;

HealthSpring of Tennessee, Inc. -- insurance financial strength
rating at Ba1;

HealthSpring of Alabama, Inc. -- insurance financial strength
rating at Ba1;

Bravo Health of Pennsylvania, Inc. -- insurance financial strength
rating at Ba1.

This rating was withdrawn:

Texas HealthSpring, LLC -- insurance financial strength rating at
Ba1.

HealthSpring, Inc. is headquartered in Franklin, Tennessee. For
the first six months of 2011 total revenue was $2.8 billion with
Medicare Advantage membership (excluding Part D stand alone) of
approximately 336,400. As of June 30, 2011 the company reported
shareholders' equity of approximately $1.6 billion.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


INNER CITY: Reaches Deal on Pre-Negotiated Financial Restructuring
------------------------------------------------------------------
Inner City Media Corporation disclosed that it has reached an
agreement in principle with its senior lenders, pursuant to which
the Company will implement a consensual pre-negotiated financial
restructuring that will result in a restructured balance sheet.

The agreement provides that the Company and the senior lenders
will file a chapter 11 plan of reorganization by mid-October,
which is anticipated to, among other things, provide for the
payment in full of all allowed administrative and general
unsecured claims, subject to confirmatory due diligence by the
senior lenders.  The Company expects to emerge from bankruptcy
protection by the end of 2011 and looks forward to working with
the senior lenders in its emergence from bankruptcy.

                       About Inner City

As reported by the Troubled Company Reporter on Aug. 23, 2011,
affiliates of Yucaipa and CF ICBC LLC, Fortress Credit Funding I
L.P., and Drawbridge Special Opportunities Fund Ltd., signed
involuntary Chapter 11 petitions for Inner City and its affiliates
(Bankr. S.D.N.Y. Case Nos. 11-13967 to 11-13979) to collect on a
$254 million debt.

The Petitioning Creditors are party to the senior secured credit
facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on February 13, 2010.  As a result, the Senior Lenders are
owed approximately $250 million in principal and accrued and
unpaid interest and fees as of the Involuntary Chapter 11 Petition
Date.

Inner City Media Corporation's affiliates subject to the
involuntary Chapter 11 are ICBC Broadcast Holdings, Inc., Inner-
City Broadcasting Corporation of Berkeley, ICBC Broadcast
Holdings-CA, Inc., ICBC-NY, L.L.C., ICBC Broadcast Holdings-NY,
Inc., Urban Radio, L.L.C., Urban Radio I, L.L.C., Urban Radio II,
L.L.C., Urban Radio III, L.L.C., Urban Radio IV, L.L.C., Urban
Radio of Mississippi, L.L.C., and Urban Radio of South Carolina,
L.L.C.


JCE DELAWARE: Amends Cash Collateral Use Pact with First State
--------------------------------------------------------------
JCE Delaware, Inc., et al., entered into a stipulation with First
State Bank Central Texas and Liberty Mutual Insurance
Company/Safeco to extend the Debtors' right to request and receive
Advances through Sept. 9, 2011.

By an amended interim order dated Aug. 31, 2011, the Debtors
obtained permission to use cash collateral and debtor-in-
possession financing.  Pursuant to that order, the Debtors'
interim authority to request and receive Advances is scheduled to
expire on Sept. 1, 2011, to obtain DIP Financing unless extended
by Court order.

                   About J.C. Evans Construction

With roots stretching back over 55 years, J.C. Evans is a heavy
equipment construction company based in Leander, Texas.  Through
J.C. Evans Construction Co., L.P., a Texas limited partnership
d/b/a/ American Aggregates, the Company owns and operates a
construction company specializing in heavy site preparation on
commercial, pipeline, utility and highway projects, including
excavating, trenching, site preparation and construction.
Through Adkins Land Development, L.P., a Texas limited
partnership, the Company owns a 700-acre quarry, which produces
aggregate for use in road construction.

J.C. Evans Construction Holdings is the holding company that owns
directly or indirectly each of the other entities.  In turn,
Holdings is owned by a trust for the benefit of the current and
former employees of J.C. Evans through an Employee Stock Ownership
Plan.

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  In its petition, JCE Delaware estimated
$50 million to $100 million in both assets and debts.


JEFFERSON COUNTY: Commissioners to Meet Sept. 16 on Bankruptcy
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that commissioners for Jefferson County, Alabama, are
scheduled to meet again on Sept. 16 to consider filing what would
be the country's largest municipal bankruptcy reorganization. The
discussions concern how much of a haircut creditors will accept on
$3.1 billion in defaulted sewer bonds.

                      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.


KB HOME: Fitch Downgrades Issuer Default Rating to 'B+'
-------------------------------------------------------
Fitch Ratings has downgraded its ratings for KB Home (NYSE: KBH),
including the company's Issuer Default Rating (IDR) to 'B+' from
'BB-'.  The Rating Outlook is Negative.

The ratings downgrade and continued Negative Outlook reflect
Fitch's belief that new housing activity will remain soft through
at least 2012 and that the company's liquidity position is likely
to erode in the next 18 months.  With the recent softening in the
economy and lowered economic growth expectations for 2011 and
2012, the environment may at best support a relatively modest
recovery in housing metrics over the next year and a half.  Fitch
had previously forecast a somewhat more robust housing environment
in 2011 and 2012.

The downgrades also reflect the company's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, its current over-exposure to
the credit challenged entry level market, and the upcoming cash
flow pressures resulting from the issues associated with the South
Edge LLC bankruptcy.

While KBH currently has adequate liquidity to fund working capital
and debt service, this cushion is likely to erode in the next 12-
18 months as the company continues to have operating losses,
expends cash to replenish its land supply and pays about $226
million to satisfy its South Edge obligations.  At May 31, 2011,
KBH had unrestricted cash of $621.3 million. In August the company
repaid $100 million of maturing debt. (The next debt maturity is
$249.5 million of senior notes due February 2014.) Fitch currently
expects KBH to end fiscal 2011 with unrestricted cash of between
$340 million to $370 million.  With annual interest expense of
roughly $115 million and similar or moderately lower land and
development expenditures next year, unrestricted cash could fall
to or below $300 million by the end of fiscal 2012, even if KBH
monetizes its South Edge land.

As expected, the housing recovery has been irregular so far and to
date quite anemic.  Various housing and related statistics appear
to have bottomed in early to mid-2009. Since then the on, then
off, then on again federal housing credit at times spurred or at
least pulled forward housing demand.  With the U.S. economy moving
from recession to expansion in the third quarter of 2009, plus
very attractive housing affordability and government incentives,
housing was jump-started.  However, faltering consumer confidence,
among other issues, has restrained the recovery so far.

The public homebuilders were generally unprofitable in the
calendar first quarter (excluding non-cash real estate charges)
and revenues trailed a year ago levels.  That was also the case in
the calendar second quarter. Builder comparisons ease in the third
and fourth quarters.  If the economy continues to modestly advance
and employment edges up, macroeconomic housing metrics should, for
the most part, remain at current levels through the end of this
year.

Fitch currently projects new single-family housing starts will
drop 13.1% in 2011 following 5.8% growth in 2010. After falling
14.1% in 2010, new home sales are forecast to decrease about 7% in
2011. Fitch expects existing home sales to slip 2% in 2011 after a
4.8% decline in 2010. In a moderately growing economy in 2012,
housing metrics could modestly expand, off a very depressed base.

The ratings also reflect KBH's business model and marketing
prowess.  The ratings take into account the company's current
primary exposure to entry-level and to a lesser degree first-step
trade-up housing (the deepest segments of the market), its
leadership role in constructing energy efficient homes, its
reemphasis of the value-engineered Open Series of home designs,
its conservative building practices, utilization of return on
invested capital criteria as a key element of its operating model
and its capital structure.

KBH employs what it labels as the KBnxt operational business
model.  This strategy includes regular detailed product preference
surveys, primarily acquisition of developed and entitled land in
markets with high growth potential, generally commencement of
construction of a home only after a purchase contract has been
signed, establishment of an even-flow production, pricing homes to
compete with existing homes, and utilizing design centers to
customize homes to the preferences of home buyers.  Also, KBH
strives to be among the top five builders or, in very large
markets, top 10 homebuilders in order to have access to the best
land and subcontractors.

In 2011, KBH has reemphasized marketing of the 'Open Series'
product designs which have been value engineered to reduce
production costs and cycle times, enabling the company to more
effectively compete on price with existing homes in the current
market.  Also, KBH is one of a handful of public builders
aggressively marketing energy efficient homes as a way of
differentiating its homes from other builders' product and
existing homes for sale.

The company maintains a 5.7-year supply of lots (based on last 12
months deliveries), 81.7% of which are owned and the balance
controlled through options.  (The options share of total lots
controlled is down sharply over the past five years as the company
has written off substantial numbers of options.)

KBH's most recent credit metrics, while improving in certain
cases, remain stressed. Debt to capitalization was 79.2% as of May
31, 2011, up from 73.8% at year end 2010.  Net debt to
capitalization was 70.7%, up from 58% as of Nov. 30, 2010. Debt to
LTM EBITDA, excluding real estate impairments, was 16.3 times (x)
and was 17.2x at the end of the 2010 second quarter.  Funds from
operations (FFO) adjusted leverage was 21.4x at the conclusion of
the 2011 second quarter and 8.1x a year earlier. Interest coverage
was 0.9x in the 2011 second quarter and 0.8x for the 2010 second
quarter, while FFO interest coverage was 0.7x in the 2011 second
quarter, down from 1.9x the prior year.  The gross inventory turn
has moderated year-over-year from 0.9x to 0.7x during the 2011
second quarter.  The sales value of backlog represented 30% of
construction debt at the conclusion of the 2011 second quarter.

The company reported $106.4 million negative cash flow from
operations during the second quarter of 2011. On a latest 12-
months (LTM) basis, cash flow from operations was a negative
$292.7 million.  For all of fiscal 2011, Fitch expects KBH to be
cash flow negative, as the company continues to rebuild its land
position. The company is likely to spend a similar amount on land
and development this year as it did in 2010 ($560 million).

KBH terminated its revolving credit facility, effective March 31,
2010. Consistent with Fitch's comment on certain homebuilders'
termination and reduction of revolving credit facilities, in the
absence of a revolving credit line, a consistently higher level of
cash and equivalents than was typical should be maintained on the
balance sheet, especially in these still uncertain times.

As of May 31, 2011, KBH had an investment of $51.1 million in
seven active unconsolidated joint ventures (JVs).  These JVs have
no debt. However, in the first quarter of 2011, KBH took
significant charges related to its South Edge LLC (Las Vegas) JV.
Lesser charges were taken in the second quarter.  As a result of
the Feb. 3, 2011 court decision confirming the involuntary
bankruptcy of the JV, the company's balance sheet as of May 31,
2011 reflected a net payment obligation of $226.4 million,
representing KBH's estimate of the probable amount that it would
pay relating to its springing guaranty on the South Edge JV.  This
cash outflow is expected to occur in late 2011.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

Fitch has downgraded the following ratings for KBH:

  -- Issuer Default Rating (IDR) to 'B+' from 'BB-';
  -- Senior unsecured debt to 'B+/RR4' from 'BB-'.

The Rating Outlook is Negative.

The Recovery Rating (RR) of 'RR4' on KBH's senior unsecured notes
indicates average recovery prospects for holders of these debt
issues.  KBH's exposure to claims made pursuant to performance
bonds and joint venture debt and the possibility that part of
these contingent liabilities would have a claim against the
company's assets were considered in determining the recovery for
the unsecured debtholders.  Fitch applied a liquidation value
analysis for these RRs.


KOREA TECHNOLOGY: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Korea Technology Industry America, Inc., filed with the U.S.
Bankruptcy court for the District of Utah its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $35,246,360
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $11,725
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $38,739,803
                                 -----------      -----------
        TOTAL                    $35,246,360      $38,751,528

                      About KTIA, UBR and CAR

Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges.  Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.  The cases are
jointly administered under KTIA's case.  Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel.  Each of the
Debtors estimated assets and debts of $10 million to $50 million.


LA VILLITA: Can Use Cash Collateral Until Sept. 30
--------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, authorized La Villita
Motor Inns, J.V., to use the Cash Collateral of the GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 1999-C1, from September 1 through 30, 2011.

A full-text copy of the Cash Collateral Order with the Bugdet is
available for free at http://ResearchArchives.com/t/s?76e6

                  About La Villita Motor Inns JV

San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel.  It filed for Chapter 11 bankruptcy
protection (Bankr. Case No. 10-54864) on Dec. 17, 2010.  Debra L.
Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


LEHMAN BROTHERS: Turnberry Wants Lift Stay to Pursue Nevada Case
----------------------------------------------------------------
Turnberry/Centra Sub, LLC, Turnberry/Centra Office Sub, LLC,
Turnberry Retail Holding, L.P., Jacquelyn Soffer, and Jeffrey
Soffer ask the United States Bankruptcy Court for the Southern
District of New York for relief from the automatic stay to allow
them to litigate all issues in their dispute in an action in a
Nevada court.  Turnberry also asks the Bankruptcy Court to
abstain and defer to the Nevada court on the liquidation,
adjudication, and allowance of its monetary claims against Lehman
Brothers Holdings Inc. and Lehman Brothers Bank, FSB, including
setoff, but reserve jurisdiction to provide for the payment of
Turnberry's claim in accordance with the outcome of the Nevada
litigation and pursuant to the terms of Lehman's plan of
reorganization once it is confirmed.

On February 27, 2009, Turnberry filed an adversary proceeding
against Lehman asserting claims arising out of Lehman's failure
to fund a $625 million loan for Turnberry's Town Square project,
located in Las Vegas, Nevada.  Lehman asserted counterclaims
against Jacquelyn and Jeffrey Soffer to collect on a $95 million
promissory note, which Lehman made as an interim advance under
the promised $625 million Town Square loan, which Lehman
ultimately failed to fund.  As partial security for the interim
advance loan, Lehman received a security interest in a portion of
the Town Square project.

Concerned with the impact that Nevada's "one-action rule" could
have on Lehman's ability to foreclose on its collateral, Lehman
later amended its counterclaims, converting all of its direct
claims for breach of the note and the other loan documents to
claims for declaratory judgment, Stephen B. Meister, Esq., at
Meister, Seelig & Fein, LLP, in New York -- sbm@msf-law.com --
tells Judge Peck.  Thus, he asserts, rather than suing for breach
of the promissory note, Lehman was instead suing for a
declaration that the promissory note had been breached.

At the hearing on Turnberry's motion to dismiss Lehman's amended
counterclaims, the Bankruptcy Court instructed the parties to try
to reach an agreement that would resolve the procedural issues
created by Nevada's one-action rule.  Since that hearing, Lehman
has initiated a non-judicial foreclosure proceeding in Nevada,
which all parties agree is the only forum in which Lehman can do
so.  Mr. Meister says that Turnberry's defenses to that
foreclosure will require a Nevada court to resolve the same
factual issues raised in Turnberry's complaint in the adversary
proceeding.  Thus, he notes, as things currently stand, the same
issues will be litigated in two different courts at the same
time.

To avoid a waste of judicial resources, and the potential for
conflicting rulings, Turnberry seeks relief from the automatic
stay so that it can assert its monetary claims against Lehman in
Nevada, together with its defense to the foreclosure, all of
which arise out of the same contested facts, Mr. Meister
explains.  Moreover, Turnberry asks that the Bankruptcy Court
defer to the Nevada court on the adjudication and allowance of
Turnberry's monetary claims against Lehman, including setoff.  He
points out that this will allow all of the claims and defenses
relating to this dispute -- arising from the same facts -- to be
litigated in one action in Nevada.

The Bankruptcy Court will hold a hearing on September 14, 2011,
to consider Turnberry's request.  Objections are due on
September 7.

                    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)


LEHMAN BROTHERS: LCPI Proposes Deal With SunCal Trustee
-------------------------------------------------------
Lehman Commercial Paper Inc. seeks approval of an agreement in
connection with the funding of certain settlements and the
allocation of distributions to be made from reserves that will be
established in the Chapter 11 cases of LBREP/L-SunCal Master I
LLC and its subsidiaries.

The funding agreement was entered into by LCPI, the liquidating
trustee of the SunCal entities, Fidelity National Title Insurance
Company, and First American Title Insurance Company.

Pursuant to the confirmed Chapter 11 plan for the SunCal
entities, the liquidating trustee, LCPI and Fidelity are
authorized to commence actions to resolve disputes concerning the
validity or priority of mechanic's lien claims asserting a
priority senior to the first deeds of trust against real
properties formerly owned by LBREP/L-SunCal's subsidiaries.

Fidelity and First American are providing a defense to LCPI and
LBREP/L-SunCal's secured lenders against some of the mechanic's
lien claims.  The insurance companies and the secured lenders,
however, are engaged in a dispute over the latter's coverage
under the policies insuring the first deeds of trust and their
duty of indemnification.

As provided by the SunCal plan, the liquidating trustee will
establish reserves to assure that proceeds from the recent sale
of the real properties are available to pay mechanic's lien
claims should it be determined that any such claim is senior to
the first deeds of trust, and is not covered by the policies
insuring the trust, from which payment will otherwise be made.

Pursuant to the SunCal plan, the liquidating trustee will
maintain the reserves pending the allowance or disallowance of
the mechanic's lien claims.  After allowance or disallowance of a
mechanic's lien claim, the amount reserved for that claim is to
be disbursed to the claim holder or the secured lenders as their
rights may be determined by the resolution of the mechanic's lien
claim.  Meanwhile, 3.5% of the amount to be disbursed to the
secured lenders is to be turned over to the liquidating trustee.

To implement a prompt and efficient distribution of the reserves,
and an agreement between the secured lenders and the insurance
companies that the latter would fund the resolution of any
mechanic's lien claim, the parties have agreed to a protocol
regulating the disbursement of the portion of the reserves
established for a mechanic's lien claim upon its resolution.

The protocol specifically provides that the insurance companies
will pay the amount determined to be due on a mechanic's lien
claim upon its settlement, and that the portion of the reserves
established for a resolved mechanic's lien claim will be
disbursed and then allocated as:

  (i) an amount equal to the secured lenders' potential
      reimbursement obligation to the insurance companies
      relating to resolved mechanic's lien claim will be set
      aside -- the carve out -- as security for any such future
      reimbursement obligation as determined by resolution of
      the dispute;

(ii) 3.5% of the balance of the reserve distribution remaining
      after creation of the carve out will be retained by the
      liquidating trustee free and clear of claims as provided
      for by the SunCal plan until the trustee's participation
      has been fully funded; and

(iii) the remaining balance of the reserve distribution will be
      paid to the secured lenders.

The protocol also provides that any portion of the carve out
later paid over to the secured lenders will be distributed 3.5%
to the SunCal trustee free and clear of claims as provided for by
the SunCal plan until the trustee's participation has been fully
funded and the balance will be retained by the secured lenders.

The terms of these proposed procedures are embodied in the
funding agreement, a copy of which is available for free at
http://bankrupt.com/misc/LBHI_FundingAgreementSunCal.pdf

Execution of the agreement will enable the parties to begin
resolving the mechanic's lien claims as directed by the SunCal
plan.  LCPI also will be able to receive the majority of the
reserve distributions due to it under the SunCal plan immediately
upon the settlement of a mechanic's lien claim, according to
Lehman lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP,
in Houston, Texas.

In light of this, LCPI requests that the Court authorizes the
company to enter into the funding agreement and implement the
procedures including the use of estate funds to establish the
carve out.

Mr. Perez will present the proposed funding agreement to Judge
James Peck for signature on September 9, 2011.  The deadline for
filing objections is September 8, 2011.

                    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)


LEHMAN BROTHERS: Committee Proposes to Prosecute LCPI Lawsuits
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Lehman Brothers
Holding Inc. and its affiliates' Chapter 11 cases seeks a court
order granting it standing to prosecute or settle lawsuits filed
by Lehman Commercial Paper Inc.

The lawsuits were filed by LCPI against those who received
transfers pursuant to loan market association agreements, and who
entered into tolling agreements with the company.

The defendants received the transfers either as "preferential
transfers" within 90 days prior to LCPI's bankruptcy filing or
"avoidable postpetition transfers" in the period following the
filing.  They received those transfers when their unsecured
participation interests in the payments on loans held by LCPI
were elevated to ownership interests.

Dennis Dunne, Esq., at Milbank Tweed Hadley & McCloy LLP, in New
York, said the Court should grant standing to the Creditors'
Committee because the claims asserted in the lawsuits are
"colorable."

Mr. Dunne also said that the resolution of the lawsuits would
also result in incremental recoveries to LCPI's creditors of
approximately $60 million.

Judge James Peck will hold a hearing on September 14, 2011, to
consider approval of the request.  The deadline for filing
objections is September 7, 2011.

                    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)


LEHMAN BROTHERS: Citi Seeks Dismissal of Most of $1.3-Bil. Suit
---------------------------------------------------------------
Citigroup Inc. asked Judge Peck again to dismiss most of a
$1.3 billion suit brought by the trustee for Lehman Brothers Inc.
saying it acted according to so-called safe harbor law when it
took $1 billion of assets to offset an obligation for foreign
exchange transactions, Anthony Aarons at Bloomberg News reported.

The trustee "admits" he hasn't stated a claim that the transfer
was fraudulent under bankruptcy law, the bank said in a court
filing yesterday, the news agency related.

In a separate filing, Citigroup asked Judge Peck to reduce the
brokerage's other claims against the bank by $260 million, saying
the trustee hadn't made any "legitimate factual challenge" to its
legal right to the reduction under a swap agreement, Bloomberg
further related.

                    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)


LEHMAN BROTHERS: Taps Hardinger as Counsel for JPM Litigation
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliates seek the
bankruptcy court's authority to employ Hardinger & Tanenholz LLP
as their special counsel pursuant to Section 327(e) of the
Bankruptcy Code, nunc pro tunc to June 1, 2011.  The Debtors also
seek the Court's authority to modify the procedures for
compensating and reimbursing the firm.

Hardinger & Tanenholz has been engaged with respect to the review
and production of documents in the matter of Lehman Brothers
Holding Inc. v. JPMorgan Chase.

The firm has already been retained as an "Ordinary Course
Professional" since September 2010 with respect to the JPM
Litigation and the request is solely intended to put in place a
different payment mechanism with respect to the firm's fees and
expenses.  The Amended OCP Order provides that payment to any OCP
will not exceed $1 million for the period prior to the conversion
of, dismissal of, or entry of a confirmation in the Chapter 11
cases and that if payment to any OCP exceeds $1 million during
the Chapter 11 Period, the OCP will be required to file a
retention application to be retained as a professional pursuant
to Sections 327 and 328 of the Bankruptcy Code.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
tells the Court that as of August 31, 2011, the Debtors have paid
the firm approximately $980,000 for services rendered through
May 31, 2011.  The firm and the Debtors anticipate that the
firm's fees with respect to JPM Litigation during the balance of
the Chapter 11 cases will exceed the $1 million compensation cap
for OCP.  Accordingly, the Debtors now seek to retain Hardinger &
Tanenholz as special counsel in accordance with the Amended OCP
Order and pursuant to Section 327(e), the purpose of which is to
simply put in place a different mechanism for the processing of
its charges.

The Debtors propose that Hardinger & Tanenholz be employed to
continue to advise the Debtors with respect to the JPM
Litigation.  Mr. Krasnow asserts that the modification of
Hardinger & Tanenholz's fee procedures should be made effective
as of June 1, 2011, to ensure that the firm is compensated for
all of its services to the Debtors.  Establishing June 1, as the
date of Hardinger & Tanenholz's retention will enable it to
smoothly transition its billing practices and procedures from its
prior retention as an OCP.

Hardinger & Tanenholz will be paid based on its current hourly
billing rates:

    Partners                 $275 - $310 per hour
    Associates'              $149 - $199 per hour
    Paralegals/Non-lawyers   $45 per hour

The Debtors will also reimburse Hardinger & Tanenholz of its
reasonable and necessary expenses.

Julia Hardinger, Esq., a shareholder of Hardinger & Tanenholz,
attests that her firm has not been and is not currently adverse
to the Debtors or their affiliates.

The Court will convene a hearing on October 19, 2011, to consider
the application.  Objections are due on September 14.

                    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)


LEHMAN BROTHERS: Court OKs Votes Tabulation Services from Epiq
--------------------------------------------------------------
Bankruptcy Judge James Peck authorized Epiq Bankruptcy Solutions
LLC and Epiq Class Action & Claims Solutions Inc. to provide
voting and tabulation services in connection with the solicitation
of votes on the Chapter 11 plan of Lehman Brothers Holdings Inc.
and its affiliated debtors.

The firms will be tasked to receive and tabulate all ballots,
consult with Lehman and its professionals regarding solicitation
and balloting issues, attend hearings, among other things.

The Debtors sought to retain Epiq after the U.S. Trustee, a
Justice Department agency that oversees bankruptcy cases, opposed
the approval of the solicitation process on grounds that the firms
cannot be retained as LBHI's solicitation agent without the
company filing a separate application for their retention.

Epiq will be tasked to receive and tabulate all ballots, consult
with Lehman and its professionals regarding solicitation and
balloting issues, attend hearings, among other things.

LBHI proposed to pay Epiq on an hourly basis and reimburse the
firm for its expenses.  Epiq's hourly rates range from $34 to $51
for its clerk; $80 to $140 for case manager (Level 1); $100 to
$161 for IT programming consultant; $125 to $150 for case manager
(Level 2); $175 to $233 for senior case manager; and $250 for
senior consultant.

                    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)


LENOX 126: Files Chap. 11 Plan & Disclosure Statement
-----------------------------------------------------
Lenox 126 Realty LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York a Chapter 11 Plan of Reorganization
and an accompanying disclosure statement, which provides for the
sale of its residential building located at 101 West 126th Street,
in New York.

The Plan provides for these classification and treatment of
claims:

Class                           Treatment
-----                           ---------
Class 1: New York City real     Payment in full in Cash of
estate tax, water, sewer        Allowed Amount on the Effective
and other liens senior to       Date, plus interest at the
the first mortgage of Griffon   applicable statutory rate as it
Heights LLC.                    accrues from the Petition Date
                                 through the date of payment.
Est. Amount: $316,400

Class 2: Griffon Heights LLC    Payment of available cash up to
                                 Allowed Amount of Class 2 Claim,
Est. Amount: $11,826,049        after payment of administration
                                 claims, Class 1 Claims, Class 3
                                 Claims, and $250,000 to be
                                 allocated to Class 4 payments.

Class 3: Priority Claims        Payment in full in Cash of
under Sections 507(a)(2),(3),   Allowed Amount on the Effective
(4),(5),(6),(7) and (8) of      Date, plus interest at the
the Bankruptcy Code.            applicable statutory rate as it
                                 through the date of payment.
Est. Amount: $1,600

Class 4: General Unsecured      Each Holder of a General
Claims                          Unsecured Claim will be paid its
                                 pro-rata share of a (a) $250,000
Est. Amount: $6,327,449         minimum distribution fund to be
                                 carved out from the Mortgagee's
Claims include (a) Griffon      distribution as a Class 2
Heights LLC $3,142,449          claimant, and (b) its pro-rata
mortgage deficiency claim,      share of the proceeds of any
(b) 31 Rockaway LLC             recovery made by the Debtor in
$2,500,000 unpaid note, (c)     connection with the prosecution
insider claims of Calabrese     of its pending lawsuits against
Investors LLC in the amount     third parties.  The Mortgagee
of $600,000, Kurzman Eisenberg  waives its right to a
et al. in the amount of         distribution as Class 4 Claimant
$22,000 and Lorenzo Deluca,     but not its right to vote as a
Esq. in the amount of $45,000   a class 4 Claimant.  The Debtor's
and (d) various vendor claims   insiders waive their right to a
in the amount of approximately  distribution from the $250,000
$18,000.                        carve out, but not their right to
                                 a distribution from the proceeds
                                 of pending lawsuits.  31 Rockaway
                                 LLC waives its right to a
                                 distribution from the proceeds of
                                 pending lawsuits but not from the
                                 $250,000 carve out.  The Debtor
                                 estimates a 10% recovery to
                                 creditors entitled to
                                 distribution from the $250,000
                                 carve out.  Distribution from
                                 proceeds of pending lawsuits is
                                 speculative at this time.

Class 5: Equity Interests       Equity interests will be paid the
                                 amount as may be available, if
                                 any, after payment of all senior
                                 classes of Claims under the Plan.
                                 The Debtor estimates no
                                 distribution to Equity Interests.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76e4

                      About Lenox 126 Realty

Staten Island-based real estate investor Lorenzo De Luca, through
his Lenox 126 Realty LLC, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-12275) on May 12, 2011, to block a
foreclosure sale at his apartment building at 321 Lenox Avenue in
New York.  Mr. De Luca paid $9.1 million for the building in 2006.
Mr. De Luca defaulted on a $7.5 million loan from Chinatrust bank,
which later sold the first mortgage to Delshah Capital.  In March,
State Supreme Court Justice Jane Solomon ordered the property be
sold at auction.

In its schedules, Lenox 126 Realty disclosed $10,377,689 in assets
and $14,718,905 in liabilities as of Chapter 11 filing.  Judge
Sean H. Lane presides over the case.

No committee has been appointed to date in this case.


LYDIAN SF: Sec. 341 Creditors' Meeting Set for Oct. 3
-----------------------------------------------------
The U.S. Trustee for the Northern District of California will hold
a First Meeting of Creditors pursuant to Sec. 341(a) of the
Bankruptcy Code in the Chapter 11 cases of Lydian SF Holdings LLC
and First Street Holdings NV LLC, on Oct. 3, 2011.  The meeting
with the First Street creditors will be at 9:00 a.m. at Oakland
U.S. Trustee Office.  The meeting with the Lydian creditors will
be at 10:00 a.m.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so. The meeting
may be continued and concluded at a later date without further
notice. The court, after notice and a hearing, may order that the
United States trustee not convene the meeting if the debtor has
filed a plan for which the debtor solicited acceptances before
filing the case.

Proofs of claim are due by Jan. 3, 2012.

              About Lydian and First Street Holdings

Lydian SF Holdings LLC and First Street Holdings NV LLC, in
Oakland, California, filed separate Chapter 11 petitions (Bankr.
N.D. Calif. Case Nos. 11-49301 and 11-49300) on Aug. 30, 2011.
Judge Roger L. Efremsky presides over the First Street case while
Judge Edward D. Jellen oversees the Lydian case.  Iain A.
Macdonald, Esq., at MacDonald and Associates, serves as the
Debtors' counsel.

Both Lydian and First Street estimated $50 million to $100 million
in assets and $10 million to $50 million in debts.  The petitions
were signed by Graham Seel, SVP of CMR Capital, LLC,
manager.


LYDIAN SF: Status Conference Set for Oct. 13
--------------------------------------------
The Bankruptcy Court scheduled a Status Conference in Lydian SF
Holdings LLC's Chapter 11 case for Oct. 13, 2011, at 2:30 p.m. at
Oakland Room 215.

Lydian SF Holdings LLC and First Street Holdings NV LLC, in
Oakland, California, filed separate Chapter 11 petitions (Bankr.
N.D. Calif. Case Nos. 11-49301 and 11-49300) on Aug. 30, 2011.
Judge Roger L. Efremsky presides over the First Street case while
Judge Edward D. Jellen oversees the Lydian case.  Iain A.
Macdonald, Esq., at MacDonald and Associates, serves as the
Debtors' counsel.

Both Lydian and First Street estimated $50 million to $100 million
in assets and $10 million to $50 million in debts.  The petitions
were signed by Graham Seel, SVP of CMR Capital, LLC,
manager.


MADISON 92ND: Owner Fights Dismissal, Trustee Request
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of a Manhattan
Courtyard by Marriott hotel is defending itself against an attempt
to wrest control of the case from its grasp or throw out the
proceedings altogether.

As reported in the Sept. 8, 2011 edition of the TCR, Robert
Gladstone, as co-managing member of the debtor Madison 92nd
Street Associates, LLC, John Lesher and Andrew Harris, as members
of the Debtor, have sought an order from the U.S. Bankruptcy Court
for the Southern District of New York (i) dismissing the Chapter
11 case pursuant to Section 1112(b) of the Judiciary and Judicial
Procedure Code, or, (ii) in the alternative, appointing a (y)
Chapter 11 trustee pursuant to Sections 1104(a)(1) and (2) of the
Judiciary and Judicial Procedure Code or (z) Chapter 11 examiner
pursuant to Section 1104(c)(1) of the Judiciary and Judicial
Procedure Code.

On behalf of the Gladstone Parties, Adam H. Friedman, Esq., at
Olshan Grundman Frome Rosenzweig & Wolosky LLP, in New York,
asserts that the case should either be dismissed or a Chapter 11
trustee or examiner appointed because the Debtor's purported co-
managing members -- 92nd St. Hotel Associates LLC, controlled by
Louis Taic, and JKNY, LLC, owned by Jeffrey Kosow -- have:

   (i) Filed the bankruptcy case without corporate authority in
       direct contravention of the provisions of the Debtor's
       Operating Agreement; and

  (ii) Breached their fiduciary duty to the Debtor and its
       members by "knowingly" violating the Operating Agreement,
       by Hotel Associates reneging on its commitment to sign a
       fully negotiated $86,000,000 stalking horse sale contract,
       which would have paid creditors in full and provided a
       significant return to equity, and engaging in a strategy
       to "squeeze" the Gladstone Parties to sell their
       membership interest at a steep discount.

              About Madison 92nd Street Associates

Madison 92nd Street Associates, LLC, owns real property improved
by a hotel located at 410 East 92nd Street, New York, known as the
Upper East Side Courtyard by Marriott.  It filed for Chapter 11
bankruptcy protection as lender General Electric Capital Corp.,
owed $74 million, has scheduled a foreclosure sale for Aug. 24,
2011.  The petition (Bankr. S.D.N.Y Case No. 11-13917) was filed
Aug. 16, 2011, before Judge Stuart M. Bernstein.  J. Ted Donovan,
Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as the
Debtor's counsel.  It scheduled $84,471,069 in assets and
$75,398,580 in debts. The petition was signed by Louis Taic,
managing member of 92nd Hotel Associates, LLC and Jeffrey Kosow,
managing member of JKNY, LLC, members of the Debtor.

Courtyard Management Corporation, which manages and operates the
hotel pursuant to a management agreement, is represented by:

         Thomas R. Califano, Esq.
         William M. Goldman, Esq.
         DLA PIPER LLP (US)
         1251 Avenue of the Americas
         New York, NY 10020
         Telephone: (212) 335-4500
         Facsimile: (212) 335-4501
         E-mail: william.m.goldman@dlapiper.com
                 thomas.califano@dlapiper.com


MARCO POLO: Lenders Call DIP Loan "Unfair Insider Transaction"
--------------------------------------------------------------
Secured creditors of Marco Polo Seatrade B.V. and its debtors
lodged objections to the Debtors' motion before the U.S.
Bankruptcy Court to access up to $4,800,000 in postpetition
financing.

The Royal Bank of Scotland plc alleges that the DIP Motion is a
transparent attempt by the Debtors, working in concert with their
insider lender to hijack the bankruptcy process for the benefit of
their out-of-the-money equity holder.  "The inherently unfair and
unreasonable terms of the proposed DIP financing reveal the
Debtors' effort to entrench their existing equity holder and
provide it with leverage in the bankruptcy process on the backs of
RBS and other secured creditors in the Debtors' Chapter 11 cases,"
Sharon J. Richardson, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York -- sharon.richardson@cwt.com -- counsel to RBS,
contends.

Credit Agricole Corporate and Investment Bank complains that the
funds that the Debtors propose to use for DIP Financing, the funds
of Futmarine B.V. held in an account at Credit Agricole, are funds
that are the property of MPS already since those funds were to be
distributed to MPS as a share premium.  Counsel to Credit
Agricole, Alfred E. Yudes, Jr., Esq., at Watson, Farley & Williams
LLP, in New York -- ayudes@wfw.com -- stresses that there is
simply no way the same funds can provide security to multiple
parties, as well as adequate protection for everything that the
Debtors choose to do.

                         DIP Financing

The Debtors are asking the Court for authorization:

   a. to borrow up to US$2,400,000 in principal amount, on an
      interim basis, and up to US$4,800,000 in principal amount,
      on a final basis, of postpetition financing from Futmarine
      B.V.;

   b. to grant certain priming liens and superpriority claims to
      the DIP lender to secure the Debtors' obligations under the
      DIP agreement; and

   c. for the DIP Lender to require repayment of the DIP Facility
      in full or conversion into equity pursuant to a plan of
      reorganization, or any combination of the foregoing, upon
      an event triggering the Stated Maturity Date in accordance
      with the DIP Agreement.

The Debtors relate that they were able to acquire postpetition
financing on favorable terms from Futmarine, B.V., a non-debtor
joint venture 50% owned by MPS, whose only assets are two
unencumbered bank accounts holding about $4.89 million.  The cash
is the net proceeds generated by the sale of unfinished shipping
assets and will be used to provide the DIP facility.

The Debtors will use the money to fund new voyages, operate their
businesses and administer these cases, the Debtors believe that
the DIP Facility will enable them to maximize the value of their
assets for the benefit of all stakeholders.

As of the Petition Date, the Debtors had prepetition secured
indebtedness of approximately US$211,743,838

The Court will hold a hearing on the DIP Motion on Sept. 15, 2011.

                        About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing
commercial and technical vessel management services to third
parties.  Founded in 2005, the Company mainly operates under the
name of Seaarland Shipping Management and maintains corporate
headquarters in Amsterdam, the Netherlands.  The primary assets
consist of six tankers that are regularly employed in
international trade, and call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.

Evan D. Flaschen, Esq., Robert G. Burns, Esq., and Andrew J.
Schoulder, Esq., at Bracewell & Giuliani LLP, serve as bankruptcy
counsel.  The cases are before Judge James M. Peck.  Kurtzman
Carson Consultants LLC serves as notice and claims agent.

The petition noted that the Debtors' assets and debt are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, United States Trustee for Region 2, appointed
three members to serve on the Official Committee of Unsecured
Creditors.  The Committee has retained Blank Rome LLP as its
attorney.

Secured lender Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.


MARY A II: Files Proposed Reorganization Plan
---------------------------------------------
The Mary A II, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Florida its plan of reorganization and
accompanying disclosure statement on Aug. 29, 2011.

The Plan generally provides for these terms:

   (a) The payment in full of all Allowed Administrative Expense
       Claims and Allowed Priority Claim on the Effective Date or
       upon other terms as the Debtor and the holder of each
       Allowed Administrative Expense Claim and Allowed Priority
       Claim will agree.  These claims are estimated to be no
       more than $100,000;

   (b) The Class 1 Claim of Spur Ranch, LLC, will retain its lien
       on the Debtor's real property located in Brevard County,
       Florida, and be paid 4% interest, interest only payments
       for 2 years, with principal and interest payments
       commencing in year 3 based upon a 20 year amortization and
       a 3 year balloon payment.  Additionally, as Credits are
       sold, Spur Ranch will receive 75% of all proceeds to be
       applied as principal reductions.  The Debtor reserves the
       right to challenge all or a portion of the Class 1 Claim,
       which is approximately $5.2 Million and is subject to
       dispute;

   (c) The unsecured Allowed Claims of governmental units for
       unpaid taxes, interest and assessments, if any, entitled
       to priority under Section 507(a)(8) of the Bankruptcy Code
       will be paid in full in cash on the Effective Date or over
       time as provided for in the Bankruptcy Code.  The Debtor
       estimates these claims to be less than $250,000;

   (d) Class 2 Note Holders will be paid quarterly payments based
       upon 4% interest, interest only payments for two years,
       with principal and interest payments commencing in year 3
       and a 3 year balloon payment.  Class 2 Note Holders will
       be paid from the sale proceeds of Credits, after the
       payments to Spur Ranch or upon additional funding raised
       or issued by the Reorganized Debtor, if necessary.  These
       Claims aggregate approximately $2 Million;

   (e) Class 3 General Unsecured Creditors will receive payment
       in full with a payment of 50% on the Effective Date and
       50% on the one year anniversary of the Effective Date.
       These claims are estimated to be less than $50,000; and

   (f) Equity Security Holders will retain their interests in the
       Debtor.

The Claims in Classes in 1, 2 and 3 are Impaired and, thus, may
vote either to accept or reject the Plan.

Upon the Effective Date, the Debtor will make disbursements
pursuant to the Plan.  In accordance with, and subject to, the
provisions of the Plan, the Reorganized Debtor will continue to
conduct the day-to-day operations of its business.

The Plan contemplates continued management by the Debtor through
James Rudnick for the necessary operation of the Reorganized
Debtor's business.  Mr. Rudnick will not be paid any salary.

Copies of the Plan and Disclosure Statement are available for free
at:

   * http://bankrupt.com/misc/MARYAII_Ch11Plan_082911.pdf
   * http://bankrupt.com/misc/MARYAII_DiscStatement_082911.pdf

                         About Mary A II

Tallahassee, Florida-based The Mary A II, LLC, is the owner of
real property located in Brevard County, Florida, which was
originally acquired in 2004 and was placed in a conservation
easement.  Ultimately, the Property became a wetlands mitigation
bank, which sells credits to developers or other entities that
need to impact wetlands.  The Company holds the right to sell
approximately 937.69 mitigation credits approved and permitted by
the St. Johns River Water Management District and 847.92
mitigation credits approved and permitted by the U.S. Army Corps
of Engineers.  The Company said it is in negotiations for the sale
of certain credits that could realize in excess of $5 million.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member.


MARY A II: Lender Seeks Dismissal of Chapter 11 Case
----------------------------------------------------
Spur Ranch, LLC, asks the United States Bankruptcy Court for the
Northern District of Florida to dismiss The Mary A II, LLC's
Chapter 11 case for bad faith and pursuant to Section 1112(b)(1)
of the Bankruptcy Code.

Spur Ranch is the owner and holder of a loan made by Federal Trust
Bank to the Debtor in the original principal amount of $6,650,000,
Lori V. Vaughan, Esq., at Trenam, Kemker, Scharf, Barkin, Frye,
O'neill & Mullis, P.A., in Tampa, Florida -- lvaughan@trenam.com -
- informs the Court.  She adds that as security for the Loan, the
Debtor pledged certain real and personal property, and assigned
certain rents, leases, profits and contracts.  The Property that
serves as collateral for the Loan includes 2,068 acres of land at
the Southern Border of Brevard County in the St. Johns River Water
Management District.

After the Debtor's failure to make loan payments on July 17, 2009,
Spur Ranch filed an action to foreclose the mortgage on the
Property and to collect on a guaranty provided by the Debtor's
principal, James Rudnick.  The action is currently pending in the
Circuit Court for with Eighteenth Judicial Circuit in and for
Brevard County, Florida, as case no. 2010-CA-032241.  Ms. Vaughan
notes that Spur Ranch is owed approximately $8 million.

Ms. Vaughan contends that the bankruptcy case should be dismissed
as a litigation tactic and attempt to avoid the legitimate
Foreclosure Action of Spur Ranch.  She argues that the Debtor
filed the bankruptcy case hours before a summary judgment hearing
where it had little to no defense and months after a receiver was
appointed over its property by reason of its failure to adequately
maintain and remedy serious problems on the Property.

Even more telling, Ms. Vaughan asserts, the Debtor waited nearly
three months after a receiver was appointed and only after the
receiver took the actions that the Debtor was either unwilling or
unable to take to bring the property into compliance.  Hence, she
points out, the Debtor's actions demonstrate its bad faith in the
filing of this case and form the basis for the Court to dismiss
the case.

                         About Mary A II

Tallahassee, Florida-based The Mary A II, LLC, is the owner of
real property located in Brevard County, Florida, which was
originally acquired in 2004 and was placed in a conservation
easement.  Ultimately, the Property became a wetlands mitigation
bank, which sells credits to developers or other entities that
need to impact wetlands.  The Company holds the right to sell
approximately 937.69 mitigation credits approved and permitted by
the St. Johns River Water Management District and 847.92
mitigation credits approved and permitted by the U.S. Army Corps
of Engineers.  The Company said it is in negotiations for the sale
of certain credits that could realize in excess of $5 million.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member.


MARY A II: Sec. 341 Creditors Meeting Set for Oct. 5
----------------------------------------------------
The United States Trustee for Region 21 will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341 in the bankruptcy case of
The Mary A II, LLC, on Oct. 5, 2011, at 11:00 a.m. at the Office
of the United States Trustee in Room 004, U.S. Trustee Meeting
Room, located at 110 East Park Avenue, Suite 128, in Tallahassee,
Florida.

Deadline for filing general proofs of claim is on Jan. 5, 2012.
Government proofs of claim are due on April 2, 2012.

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.

The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date without further
notice.

                         About Mary A II

Tallahassee, Florida-based The Mary A II, LLC, is the owner of
real property located in Brevard County, Florida, which was
originally acquired in 2004 and was placed in a conservation
easement.  Ultimately, the Property became a wetlands mitigation
bank, which sells credits to developers or other entities that
need to impact wetlands.  The Company holds the right to sell
approximately 937.69 mitigation credits approved and permitted by
the St. Johns River Water Management District and 847.92
mitigation credits approved and permitted by the U.S. Army Corps
of Engineers.  The Company said it is in negotiations for the sale
of certain credits that could realize in excess of $5 million.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA, serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member.


MARY A II: Taps Berger Singerman as Chapter 11 Counsel
------------------------------------------------------
The Mary A II, LLC, seeks authority from the U.S. Bankruptcy Court
for the Northern District of Florida to employ Brian G. Rich,
Esq., and his law firm, Berger Singerman, P.A., as counsel to the
Debtor, nunc pro tunc to the Petition Date.

As counsel, Berger Singerman will:

   -- advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's guidelines and with the
      rules of the Court;

   -- prepare motions, pleadings, orders, applications, adversary
      proceedings and other legal documents necessary in the
      administration of the bankruptcy case;

   -- protect the interests of the Debtor in all matters pending
      before the Court; and

   -- represent the Debtor in negotiations with their creditors
      and in the preparation of a plan of reorganization.

Berger Singerman received a $50,000 prepetition retainer from the
Debtor, which was deposited into the Firm's trust account.  Berger
Singerman applied $25,000 from the Retainer toward payment in full
of certain prepetition fees and expenses.  Berger Singerman will
hold the remainder of the Retainer as security for the fees and
costs that may be awarded to it by the Court in the case.

The Debtor will pay Berger Singerman for its services based on its
current hourly rates, which range from $225 to $625 for attorneys.
Mr. Rich's current hourly rate is $465.  The current hourly rates
for the legal assistants and paralegals range from $75 to $195.

Mr. Rich, a shareholder at Berger Singerman, discloses that a
search of the Firm's conflicts check system revealed these
matters, none of which impairs his or the Firm's disinterestedness
or constitutes any conflict of interest:

   (a) James M. Rudnick, the managing member of the Debtor, is
       also the managing member of Milan Condominium Developers,
       LLC.  Berger Singerman represents Milan in a matter that
       is wholly unrelated to the Debtor's case; and

   (b) There are numerous creditors of the Debtor, which have
       been creditors of, or adverse to, other entities
       represented by Berger Singerman in cases and matters
       wholly unrelated to the case.  These creditors include
       Federal Trust Bank, Internal Revenue Service and Brevard
       County Tax Collector.

Mr. Rich attests that Berger Singerman neither holds nor
represents any interest adverse to the Debtor and is a
"disinterested person" within the scope and meaning of Section
101(14) of the Bankruptcy Code.

                         About Mary A II

Tallahassee, Florida-based The Mary A II, LLC, is the owner of
real property located in Brevard County, Florida, which was
originally acquired in 2004 and was placed in a conservation
easement.  Ultimately, the Property became a wetlands mitigation
bank, which sells credits to developers or other entities that
need to impact wetlands.  The Company holds the right to sell
approximately 937.69 mitigation credits approved and permitted by
the St. Johns River Water Management District and 847.92
mitigation credits approved and permitted by the U.S. Army Corps
of Engineers.  The Company said it is in negotiations for the sale
of certain credits that could realize in excess of $5 million.

Mary A II filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case
No. 11-40693) on Aug. 29, 2011.  Brian G. Rich, Esq., at Berger
Singerman PA serves as the Debtor's bankruptcy counsel.  The
Debtor scheduled $26,083,816 in assets and $7,380,600 in debts.
The petition was signed by James M. Rudnick, managing member.


MERIT GROUP: Now TMG Liquidation Following Sale
-----------------------------------------------
The Merit Group, Inc., et al., ask the U.S. Bankruptcy Court for
the District of South Carolina to authorize them to change their
corporate names and case caption.

The Debtors relate that on July 29, 2011, they consummated the
sale of substantially all of their assets to MG Distribution, LLC.

The Debtors add that pursuant to the APA with, the Debtors will
seek to change the caption in the Bankruptcy Case so that none of
the seller's names as of the closing date are included in the
caption.

Th Debtors also inform the creditors and parties-in-interest of
the name changes:

   Previous Company Name           New Company Name
   ---------------------           ----------------
   The Merit Group, Inc.           TMG Liquidation Company
   Merit Transportation, Inc.      MTrans Liquidation Company
   Merit Paint Sundries, LLC       MP Sundries liquidation Company
   Merit Supply Company, LLC       MSupply Liquidation Company
   Merit Pro Finishing Tools, LLC  MPFT Liquidation Company
   Five Star Products, Inc.        FSP Liquidation Company
   Five Star Group, Inc.           FSG Liquidation Company

                      About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; and Morgan Joseph
TriArtisan LLC, investment banker, and Alvarez & Marsal North
America, LLC, as financial advisors.  Merit Group disclosed
7,004,048 in assets and $66,609,946 in liabilities as of the
Chapter 11 filing.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Cole,
Schotz, Meisel, Forman & Leonard, P.A.  The Committee tapped
McCarthy Law Firm LLC as co-counsel, J.H. Cohn LLP as its
financial advisor.


MERIT GROUP: Creditors Have until Oct. 6 to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina set
Oct. 6, 2011, as the last day for any individual or entity to file
proofs of claim against The Merit Group, Inc., et al.

For governmental units, the proof of claim deadline is Nov. 14.

Proofs of claim must be filed with:

         The Merit Group, Inc., et al. Claims Processing Center
         C/O KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Avenue
         El Segundo, CA 90245
         Tel: (877) 573-3978
         Web site: www.kccllc.net/MeritGroup

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; and Morgan Joseph
TriArtisan LLC, investment banker, and Alvarez & Marsal North
America, LLC, as financial advisors.  Merit Group disclosed
7,004,048 in assets and $66,609,946 in liabilities as of the
Chapter 11 filing.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Cole,
Schotz, Meisel, Forman & Leonard, P.A.  The Committee tapped
McCarthy Law Firm LLC as co-counsel, J.H. Cohn LLP as its
financial advisor.


MERIT GROUP: Committee to Be Co-Proponent, Has More Work for Atty.
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of The Merit Group, Inc., et al., asks the U.S. Bankruptcy
Court for the District of South Carolina to expand the scope of
retention of J.H. Cohn LLP as its financial advisors.

The Committee relates that the Debtor and the Committee will be
co-proponents to the proposed plan of reorganization or
liquidation.  In light of the development, the Committee will
require certain services from J.H. Cohn, in addition to monitoring
post-sale activities, as:

   a) assisting and advising the Committee in investigating and
   evaluating potential causes of action of the Debtors' estates,
   including but not limited to, causes of action under Chapter 5
   of the Bankruptcy Code;

   b) assisting and advising the Committee with respect to the
   joint plan and confirmation thereof; and

   c) providing testimony, as necessary, at the hearing on
   confirmation of the joint plan.

Clifford A. Zucker, CPA, partner of J.H. Cohn, tells the Court
that the compensation for the additional services will be payable
to J.H. Cohn on an hourly basis, plus reimbursement of actual,
necessary expenses.  The professionals from J.H. Cohn designated
to have primary responsibility in representing the Committee, and
their standard hourly rates, are:

         Clifford A. Zucker, partner       $650
         Roberta Probber, manager          $480

The range of the professionals' hourly rates generally are:

         Partners                       $580 - $790
         Managers, Senior Managers,
         and Directors                  $420 - $610
         Other Professional Staff       $260 - $400

Mr. Zucker assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Zucker can be reached at:

         Clifford A. Zucker, CPA
         J.H. COHN LLP
         333 Thornall Street
         Edison, NJ 08837
         E-mail: czucker@jhcohn.com

The Committee is represented by:

         MCCARTHY LAW FIRM, LLC
         G. William McCarthy, Jr., Esq.
         Daniel J. Reynolds, Jr., Esq.
         3924 Forest Drive, Suite 9
         P.O. Box 11332
         Columbia, SC 29211-1332
         Tel: (803) 771-8836
         Fax: (803) 753-6960

         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         Irving E. Walker, Esq.
         G. David Dean, Esq.
         300 E. Lombard Street, Suite 2000
         Baltimore, MD 21202
         Tel: (410) 528-2972
         Fax: (410) 230-0667
         E-mails: iwalker@coleschotz.com
                  ddean@coleschotz.com

                      About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; and Morgan Joseph
TriArtisan LLC, investment banker, and Alvarez & Marsal North
America, LLC, as financial advisors.  Merit Group disclosed
7,004,048 in assets and $66,609,946 in liabilities as of the
Chapter 11 filing.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Cole,
Schotz, Meisel, Forman & Leonard, P.A.  The Committee tapped
McCarthy Law Firm LLC as co-counsel, J.H. Cohn LLP as its
financial advisor.


MP-TECH AMERICA: JH Industry OK'd to Buy Substantially All Assets
-----------------------------------------------------------------
The Hon. Dwight H. Williams, Jr., of the U.S. Bankruptcy Court
for the Middle District of Alabama authorized MP-Tech America, LLC
to sell substantially all of its assets to JH Industry, Inc.

Pursuant to that certain asset purchase agreement, dated as of
Aug. 4, 2011, the Debtor will, among other things (i) sell
substantially all of its assets free and clear of all
encumbrances; (ii) assume and sell and assign certain executory
contracts and unexpired leases to the buyer.

As reported in the Troubled Company Reporter on July 20, 2011,
Joon LLC, d/b/a Ajin USA, the Debtor's DIP lender, has submitted
an initial bid of $22,000,000 to purchase the property.  The
Initial Bid includes, as part of the bid value, the assumption of
the Debtor's loan obligations to Korean Development Bank, which
holds a first priority security interest in the Property securing
the Debtor's prepetition debt of approximately $15,077,000.  The
Initial Bid is subject to Ajin successfully renegotiating pricing
on certain of the Debtor's contracts to be assigned

The Debtor related that no potential bidder other than buyer
submitted a bid, and no auction was conducted.

The Court also authorized and directed the Debtor to deposit and
hold in escrow the purchase price, and furthermore to reserve or
make distributions from the purchase price on the Closing Date in
the order and priority set forth as:

   a. The Debtor will pay, without further order of the Court,
      $15,200,000 in cash to The Korea Development Bank in partial
      satisfaction of KDB's Claim, and the loans and other
      obligations of the Debtor.

   b. The Debtor will pay, without further order of th Court,
      $1,800,000 in cash to International Industrial Contracting
      Corporation in partial satisfaction of IICC's Claim, and the
      obligations of the Debtor.

   c. The Debtor will deposit, without further order of the Court,
      $150,000 in cash into a reserve account, which may be a law
      firm trust account titled to Debtor's counsel, to be used to
      pay allowed fees and expenses of court-approved
      professionals employed by the Debtor and the Committee,
      which funds may be distributed only upon further order of
      the Court.  If, at the close of this case, Professional
      Reserve Account contains a balance after paying all allowed
      fees and expenses of the foregoing professionals, the
      balance may be distributed pursuant to further order of the
      Court following notice and opportunity for a hearing.  The
      Debtor, Joon, LLC, the Committee, KDB, and IICC have
      consented to the foregoing professional claims, to the
      extent allowed, and the professionals' claims upon the funds
      in the Professional Reserve Account as being deemed senior
      in priority to the secured or administrative expense claims
      of Joon, LLC, KDB, and IICC.

   d. The Debtor will deposit, without further order of the
      Court,the balance of the purchase price in cash into a
      reserve account, which may be a law firm trust account
      titled to Debtor's counsel.

                      About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz
Hughes & Hill, LLC, in Montgomery, Alabama, and Joseph J. Burton,
Jr., Esq., at Burton & Armstrong, LLP, in Atlanta, Georgia.

EXIM Bank, Venture Express, Woori Bank, Sunkyoung, ICS & M, Inc.,
and Midsouth Employee Services Corp. were appointed members to the
Official Committee of Unsecured Creditors.  The Committee is
represented by Clark R. Hammond, Esq., and Lindan J. Hill, Esq.,
at Johnston Barton Proctor & Rose LLP, in Birmingham, Alabama.


MT. ZION: Hearing on PNC Bank's Cash Access Set for Sept. 15
------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois has continued until Sept. 15, 2011,
at 10:30 a.m., the hearing to consider Mt. Zion Limited
Partnership's request for cash collateral use.

The Court authorized, in a sixth order amending fourth interim
cash collateral order, to use the cash collateral until Sept. 15,
2011.

The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.

As reported in the Troubled Company Reporter on May 6, 2010, the
bank asserts a senior position mortgage lien and claim against
the Debtor's residential apartment project in Florence, Kentucky,
known as Woodspring Apartments, which purportedly secures a
mortgage indebtedness of approximately $28,850,000.  The bank
also asserts a security interest in and lien upon the rents being
generated at the property.

The Debtor is also authorized to grant certain liens and provide
adequate protection and other relief to PNC Bank, National
Association.

                About Mt. Zion Limited Partnership

Lake Forest, Illinois-based Mt. Zion Limited Partnership, dba
Woodspring Apartments, owns and operates a residential apartment
project located in Florence, Kentucky, known as Woodspring
Apartments.  The Company filed for Chapter 11 protection (Bankr.
N.D. Ill. Case No. 10-18075) on April 23, 2010.  David K Welch,
Esq., at Crane Heyman Simon Welch & Clar, assists the Debtor in
its restructuring effort.  The Company estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


NAVISTAR INTERNATIONAL: Wellington Discloses 10% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that as of Aug. 31, 2011, it beneficially owns 7,290,064 shares of
common stock of Navistar International Corporation representing
10.02% of the shares outstanding.  As previously reported by the
TCR on March 2, 2011, Wellington disclosed beneficial ownership of
4,809,225 shares or 6.67% equity stake.  A full-text copy of the
new filing is available for free at http://is.gd/qlAgAa

                   About Navistar International

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

The Company's balance sheet at July 31, 2011, showed $11.17
billion in total assets, $10.42 billion in total liabilities, $5
million in redeemable equity securities and $752 million in total
stockholders' equity.

                           *     *     *

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.


NEW ENGLAND REALTY: Gets Notice of Noncompliance From NYSE Amex
---------------------------------------------------------------
New England Realty Associates Limited Partnership disclosed that
on September 9, 2011, it received a notification letter from the
Corporate Compliance Department of the NYSE Amex Exchange
indicating that as of June 30, 2011, the Partnership is not in
compliance with the minimum stockholders' equity requirement for
continued listing of the Partnership's Depositary Receipts on the
NYSE Amex as set forth in Section 1003(a)(i) of the NYSE Amex
Company Guide (the "Company Guide"), which requires the
Partnership to have a minimum stockholders' equity of at least $2
million or net profits and profits from continuing operations in
two out of the three most recent fiscal years.  The Partnership
acknowledges that as of June 30, 2011, it is no longer in
compliance with Section 1003(a)(i) of the Company Guide.  The NYSE
Amex notification letter has no immediate effect on the listing or
trading of the Partnership's Depositary Receipts on the NYSE Amex,
nor will it have any effect on the Partnership's financial
condition or results of operations.  Due to its unique capital
structure as a public limited partnership with exchange listed
Depositary Receipts, the Partnership does not believe that
stockholders' equity is a financial measure indicative of any
financial condition or results of operations of the Partnership.

The Partnership has been given 30 calendar days, or until October
10, 2011, to submit to the NYSE Amex a plan of compliance (the
"Compliance Plan") addressing how the Partnership intends to
regain compliance with Section 1003(a)(i) of the Company Guide
within the next 18 months, or by March 11, 2013.  If the Corporate
Compliance Department of the NYSE Amex determines that the
Compliance Plan does not reasonably demonstrate the Partnership's
ability to regain compliance with Section 1003(a)(i) of the
Company Guide, or if the Partnership otherwise fails to make
progress consistent with the Compliance Plan, then the Corporate
Compliance Department of the NYSE Amex will provide written notice
that the Partnership's Depositary Receipts are subject to
delisting from the NYSE Amex.  At that time, the Partnership will
be permitted to appeal the determination of the Corporate
Compliance Department to a Listing Qualifications Panel.

The Partnership intends to submit a Compliance Plan to the
Corporate Compliance Department of the NYSE Amex within the time
period requested and anticipates that the Partnership will regain
compliance with Section 1003(a)(i) of the Company Guide within the
next 12 to 15 months.


NEW JERSEY DEVILS: Denies NY Post Report on Bankruptcy
------------------------------------------------------
The Associated Press reports that the New Jersey Devils said in a
statement that a New York Post article that said the team is
facing bankruptcy was inaccurate.

The AP also reports the Devils disclosed that the team's minority
owner, Brick City LLC, is finalizing a deal to sell its interest
in the NHL team and give managing partner Jeff Vanderbeek some new
partners.  Brick City LLC is the legal name for the Devils share
owned by Ray Chambers and Mike Gilfillan, his son-in-law.

Quoting a source, The Post said team missed its Sept. 1 loan
payment, giving its lenders a breakaway chance to push the team
into bankruptcy.  The newspaper also said the team had a bad
relationships with its banks.

According to the AP, the Devils said in a statement, "The notions
that the Devils are facing bankruptcy or that 'the Devils have
told their banks to get lost' are patently untrue."  The team
said, "The Devils value their relationship with their banks and
are confident a refinancing will be completed shortly."

Brick City hired Moag & Co., a Baltimore-based investment bank, to
assist in its attempt to sell its share of the team.


NEWPAGE CORP: Wisconsin Rapids City Members to Meet Debtor
----------------------------------------------------------
Wisconsin Rapids Tribune reports that Mayor Mary Jo Carson said
staff members of the city of Wisconsin Rapids, Wisconsin, are
meeting with a local NewPage Corp. representative.

Mayor Carson, along with Adam Tegen, the city's planning and
economic development director, were scheduled to meet on Sept. 13
with local NewPage spokesman Cliff Bowers, following the company's
announcement last week that it filed for Chapter 11 bankruptcy
protection.

The report says the city is willing to help the company in any way
it can during the papermaker's restructuring process, Mayor Carson
said.  Meanwhile, state officials continue their efforts to set up
meetings with company leaders.

                     About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010. 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 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc.  is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011


OMEGA NAVIGATION: Court OKs Jefferies & Co as Investment Banker
---------------------------------------------------------------
Omega Navigation Enterprises Inc. and its debtor affiliates sought
and obtained the U.S. Bankruptcy Court for the Southern District
of Texas for permission to employ Jefferies & Company Inc. as
their financial advisor and investment banker.

The firm will assist the Debtors to develop ongoing business and
financial plans that will be necessary during the Debtors'
Chapter 11 cases.

The firm will be paid in this manner:

Monthly Fee:          US$125,000 until the expiration or
                       termination of the engagement

DIP Financing Fee:    2% of commitment, provided that such
                       DIP Financing is from a source other than
                       as insider or affiliate of the Debtor or
                       existing lenders

Restructuring Fee:    US$2,800,000 in the event a restructuring
                       is consummated under the Bankruptcy Code

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

                      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.
Jefferies & Company, Inc., is the financial advisor.


OMEGA NAVIGATION: Committee Hires Jager Smith as Counsel
--------------------------------------------------------
The official committee of unsecured creditors for Omega Navigation
Enterprises Inc.'s seeks permission from the U.S. Bankruptcy Court
for the Southern District of Texas to employ and retain Jager
Smith P.C. as counsel to the Committee effective as of Aug. 22,
2011.

Upon retention, the firm, will among other things:

(a) provide legal advice to the Committee with respect to its
    duties and powers in the cases;

(b) consult with the Committee and the Debtors concerning
    administration of the Chapter 11 cases; and

(c) assist the Committee in its investigation of the acts,
    conduct, assets, liabilities, and financial condition of the
    Debtors, operation of the Debtors' businesses and the
    desirability of  continuing or selling such business and/or
    assets, sales under Section 363 of the Bankruptcy Code, and
    any other matter relevant to the cases;

To the best of the Committee's knowledge, Jager Smith has informed
the Committee that it does not hold or represent any interest
adverse to the Committee or the Debtors' estates.

The firm's hourly rates are:

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

Bruce F. Smith (partner)                        $650
Steven C. Reingold (partner)                    $550
Michael J. Fencer (partner)                     $525
Brendan C. Recupero (associate)                 $450
Jonathan M. Horne (associate)                   $250
Paralegals                                   $125 to $175

                      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.
Jefferies & Company, Inc., is the financial advisor.


PARAMOUNT LIMITED: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan dismissed the Chapter 11 cases of
Paramount Limited, LLC, et al.

As reported in the Troubled Company Reporter on Sept. 6, 2011, the
Debtors explained that James V. McTevia, the receiver, already has
an established framework to collect Debtors' receivables.

The Debtor also stated 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.

The TCR reported on Aug. 10, 2011, that 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.

The Court also ordered that the Debtors to each pay $325 for a
total of $1,300 to the U.S. Trustee on account of Debtors'
quarterly fees owed to the Trustee for their cases, which fee
payment must be paid from the retainer held by Debtors' counsel,
McDonald Hopkins, PLC.

                     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.


PASTELERIA LORENA: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------------------
Vanessa Small at the Washington Post reports that Pasteleria
Lorena LLC at 6168 Arlington Blvd., in Virginia, filed for
Chapter 7 protection (Bankr. E.D. Va. Case No. 11-16548).
Attorney Januario G. Azarcon represents the Company and can be
reached at Tel No. (703) 893-0760.  The Company estimated assets
of less than $50,00, and liabilities of between $50,000 and
$100,000.  The Company owes $50,000 to Regency Centers.


PAUL BRENNEKE: Case Management Conference Scheduled for Sept. 20
----------------------------------------------------------------
The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the
District of Oregon directed Paul Brenneke Qualified Personal
Residence Trust UDT, to appear in a case management conference on
Sept. 20, 2011, at 8:30 a.m.

The conference is aimed to expedite the Chapter 11 case by
establishing early and continuing control, to discourage wasteful
litigation activities, and to facilitate settlement of disputed
matters.

Matters to be discussed at the conference include:

   1) Motions for extension of time to assume or reject leases.
   2) Motions for relief from stay.
   3) Adequate protection.
   4) Operation of the Debtor's business.
   5) Preview of the Chapter 11 plan (liquidation or workout;
      funding; timing of filing plan; estimated administrative
      expenses, etc.).
   6) Feasibility.
   7) Applications for employment of professionals and anticipated
      budgets for professionals employed by debtor in possession,
      committees, over-secured creditors, and others who may
      expect to be paid from the estate.
   8) Whether debtor in possession has filed all prepetition tax
      returns, and if not, when the returns will be filed.
   9) The contents of a further scheduling and case management
      order to follow as a result of the conference.

     About Paul Brenneke Qualified Personal Residence Trust

Z&A Irrevocable Trust UDT, Elene Dunavan, Jones Dave D&J
Remodeling, and Victor Le Nettoyeur LLC filed for Involuntary
Chapter 11 protection for Portland, Oregon-based Paul Brenneke
Qualified Personal Residence Trust UDT (Bankr. D. Ore. Case No.
11-31975) on March 14, 2011.  Judge Trish M. Brown presides over
the case.  The petitioners are represented by Robert S. Simon,
Esq. at Robert S. Simon P.C.


PAUL BRENNEKE: U.S. Trustee Unable to Appoint Creditors Committee
-----------------------------------------------------------------
The U.S. Trustee for Region 18 notified the U.S. Bankruptcy Court
for the District of Oregon that he is unable to appoint an
official committee of unsecured creditors in the Chapter 11 case
of Paul Brenneke Qualified Personal Residence Trust UDT.

The U.S. Trustee explains that he has not received a sufficient
number of creditors willing to serve on a committee.

Z&A Irrevocable Trust UDT, Elene Dunavan, Jones Dave D&J
Remodeling, and Victor Le Nettoyeur LLC filed for Involuntary
Chapter 11 protection for Portland, Oregon-based Paul Brenneke
Qualified Personal Residence Trust UDT (Bankr. D. Ore. Case No.
11-31975) on March 14, 2011.  Judge Trish M. Brown presides over
the case.  The petitioners are represented by Robert S. Simon,
Esq. at Robert S. Simon P.C.


PAUL BRENNEKE: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Paul Brenneke Qualified Personal Residence filed with the U.S.
Bankruptcy Court for the District of Oregon its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,200,000
  B. Personal Property            $2,068,271
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,157,752
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $442,511
                                 -----------      -----------
        TOTAL                     $6,268,271       $5,600,263

     About Paul Brenneke Qualified Personal Residence Trust

Z&A Irrevocable Trust UDT, Elene Dunavan, Jones Dave D&J
Remodeling, and Victor Le Nettoyeur LLC filed an involuntary
Chapter 11 protection for Portland, Oregon-based Paul Brenneke
Qualified Personal Residence Trust UDT (Bankr. D. Ore. Case No.
11-31975) on March 14, 2011.  Judge Trish M. Brown presides over
the case.  The petitioners are represented by Robert S. Simon,
Esq. at Robert S. Simon P.C.


PEGASUS RURAL: Sept. 27 Hearing for Trustee/Dismissal
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bondholders owed $60 million are asking the
bankruptcy judge at a Sept. 27 hearing to dismiss the Chapter 11
filing by the newly created holding company of Xanadoo Co.

The bankruptcy followed the maturity in May of almost $60 million
in secured notes owing to Beach Point Capital Management LP,
according to the motion for dismissal.  The agent contends that on
the eve of bankruptcy, Xanadoo created a new intermediate holding
company to hinder and delay creditors by taking over ownership of
the operating companies.

The bondholders also say they want the judge to appoint a Chapter
11 trustee for the operating companies.

The noteholder agent contends that creating a new holding company
violated agreements.  The case is nothing more than a two-party
dispute, the motion says.

                   About Pegasus Rural Broadband

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.


PERKINS & MARIE: Wins Approval of Disclosure Statement
------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Perkins & Marie Callender's Second Amended Disclosure Statement,
which asserts that the Plan, "now provides for an increased Cash
recovery for holders of Allowed General Unsecured Claims who are
to receive Cash, both in whole dollars (an aggregate pool of
$7,000,000, as opposed to $1,500,000 in the July 14, 2011 Plan."

Hearing on the confirmation of the Plan is scheduled for
Oct. 31, 2011, at 10:00 a.m.  Confirmation objections and votes on
the Plan are due Oct. 14.

Perkins & Marie Callender's Inc. and its debtor affiliates filed
with the U.S. Bankruptcy Court for the District of Delaware a
first amended Chapter 11 plan of reorganization and an
accompanying amended disclosure statement to incorporate results
of their discussion and negotiations with their principal creditor
constituencies, including the Official Committee of Unsecured
Creditors.

According to the Debtors, since the filing of the Plan and
Disclosure Statement on July 14, 2011, they have engaged in
substantial discussions and negotiations with their principal
creditor constituencies, including the Creditors Committee, in
order to address various questions and concerns.  Those efforts,
the Debtors said, led to their filing, on Sept. 3, of the First
Amended Plan and Disclosure Statement.

Perkins & Marie Callender's later filed with the U.S. Bankruptcy
Court a Second Amended Chapter 11 Plan and related Disclosure
Statement.

According to the Disclosure Statement, "The Creditors' Committee
and the Restructuring Support Parties engaged in lengthy, good
faith negotiations regarding the terms of the Plan. The Creditors'
Committee believes that the Plan, in its current form, presents
substantial improvements over the Plan filed with the Bankruptcy
Court on July 14, 2011. Specifically, the Plan now provides for an
increased Cash recovery for holders of Allowed General Unsecured
Claims who are to receive Cash, both in whole dollars (an
aggregate pool of $7,000,000, as opposed to $1,500,000 in the July
14, 2011 Plan (although we note the Convenience Claim Amount has
been reduced)) and percentage (fourteen percent (14%), as opposed
to ten percent (10%) in the July 14, 2011 Plan) and also provides
for such holders to receive their Pro Rata share of the Avoidance
Action Recovery Pool. The Plan now also provides for a Cash
recovery for eligible holders of Allowed Senior Notes Claims, with
those holders sharing in the Cash recovery described in the
preceding sentence. The Creditors' Committee believes that the
maximum fourteen percent (14%) recovery for holders of Allowed
General Unsecured Claims and holders of Allowed Senior Notes
Claims who are to receive Cash (which recovery could be lower,
depending on the total amount of Allowed General Unsecured Claims
and Allowed Senior Notes Claims that are to receive Cash)
represents a substantial discount to the potential recovery to
holders of Allowed General Unsecured Claims and Allowed Senior
Notes Claims that are to receive Reorganized PMC Holding
Membership Interests. The Creditors' Committee believes that this
discount is appropriate given the certainty that a Cash recovery
provides to creditors who are to receive Cash and is within the
range of reasonableness in the context of these Chapter 11 Cases."

                 About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.  Deloitte Tax LLPserves  as tax services provider.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases.  Ropes & Gray LLP
represents the Committee.


PHILADELPHIA ORCHESTRA: Court Approves Adequate Protection to FDS
-----------------------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized The Philadelphia
Orchestra Association and Academy of Music of Philadelphia, Inc.,
to provide adequate protection and to enter into an amended credit
card processing agreement.

The Debtors related that it entered into a processing agreement
with First Data Services, LLC, a subsidiary of Banc of America
Merchant Services, LLC, in August 1984, under which FDS provides
the Debtors credit card processing services in connection with its
sale of goods at its gift shop.

The Debtor and FDS agreed, due to the increase in financial risk
associated with processing Debtors' credit card payments
postpetition, to implement separate internal merchant accounts for
various categories of Debtors' transactions.

The Court authorized FDS to establish an appropriate number of
Reserve Accounts, each exclusively under the control of FDS or
BAMS, in which the Debtor will not have access or control and
which FDS may use to offset any losses it experiences.  As
contemplated, the Debtor and FDS will establish separate accounts
for these categories of charges:

   a) funds associated with Full Pre-Paid Plan, 50/50 Plan, and
      Monthly Plan season tickets, Group Sales, Second Tier Group
      Sales, single show ticket sales, and Gift Certificates will
      be released monthly after review of the ticket sales,
      completion of Debtors' corresponding performances for which
      these tickets were purchased and used by patrons, and
      completion of processing for any Chargebacks and adjustments
      associated therewith; and

   b) funds associated with non-performance items, gift shop
      sales, certain donations, concession sales, and other
      transactions FDS deems appropriate will be released daily
      after review of these transactions, other delivery of goods
      or services by the Debtor, and completion of processing for
      any Chargebacks or adjustments associated therewith.

The Debtor and FDS are authorized to execute the New FDS Agreement
and any related or ancillary documents.  The Debtor will provide
FDS with the reporting.

                 About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and  $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.  Reed Smith LLP serves as the Committee's
counsel.


POINT BLANK: Asks for Approval of Forbearance Agreement
-------------------------------------------------------
Point Blank Solutions Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve the
forbearance agreement under replacement debtor-in-possession
credit agreement.

The Debtors tell the Court that June 15, 2011, maturity date under
the replacement DIP credit agreement, has occurred without the
repayment of the loans made to the Debtors under the agreement.
As a consequence, an event of default has arisen under that
agreement.  The Debtors and the Lenders have entered into a
forbearance agreement dated Aug. 26, 2011, under which the
lenders have agreed, pursuant to the terms and conditions set
forth therein, to forbear -- through November 11, 2011 -- from
exercising their rights and remedies under the replacement DIP
credit agreement while the Debtors pursue an orderly sale process.

The Official Committee of Unsecured Creditors and the Official
Committee of Equity Security Holders have reviewed and approved
the form of the Forbearance Agreement.

The Debtors say they were originally parties to a Debtor-In-
Possession Financing Agreement dated April 12, 2010, with Steel
Partners II, L.P., for a revolving loan facility in the aggregate
committed amount of up to $20 million.  The maturity date of the
First DIP Credit Agreement was Dec. 31, 2010.

On Dec. 6, 2010, the Committees filed a joint motion for approval
of a term loan facility in the amount of $25 million to be
provided by Lonestar Partners, L.P., Privet Fund Management LLC
and Prescott Group Capital Management, or their respective
designees or affiliates.

The Debtors say they failed to repay the Loans made under the
replacement DIP credit agreement when due on June 15, 2011.
Additional Events of Default have also occurred under the
Replacement DIP Credit Agreement.

The Debtors, the Lenders and the Committees have negotiated the
forbearance agreement under which the lenders have agreed to
"forbear from exercising or asserting any rights, powers,
privileges, claims, defenses or remedies with respect to the
security granted" under the loan documents or the DIP orders on
account of the occurrence of any existing events of default until
Nov. 11, 2011.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and Brian
L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel.


POINT BLANK: Time to Decide on Industrial Lease Moved to Sept. 1
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the fifth stipulation between Point
Blank Solutions Inc. and its debtor-affiliates, and Duke Realty
Limited Partnership, extending the Debtors' deadline by which to
assume or reject non-residential real property leases until
Nov. 15, 2011.

The Debtors and Duke Realty entered into a certain industrial
lease between Atlantic Business Center LLC and Point Blank Body
Armor Inc., as amended regarding real property defined as the
building in the lease.  The Debtor and Duke Realty extended the
deadline four times between July 14, 2010, and Sept. 1, 2011.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and Brian
L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel.


PPI HOLDINGS: Disclosures Approved, Plan Objections Due Sept. 19
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved on Aug. 3, 2011, the disclosure statement
explaining the Chapter 11 Plan of Liquidation co-proposed by PPI
Holdings, Inc., and its debtor affiliates and the Official
Committee of Unsecured Creditors.

The confirmation hearing will commence on Oct. 28, 2011, at 2:00
p.m.  Objections to the Plan are due Sept. 19.

As previously reported by the Troubled Company Reporter on Aug. 5,
2011, the Plan provides for the transfer of the assets and
liabilities of the Debtors to the Liquidating Trust which will be
administered by the Liquidating Trustee, who will, among other
things, distribute the proceeds from the Assets to the Creditors.

The Debtors designate six Classes of Claims and one Class of
Interests.  Priority Unsecured Claims in Class 1 and Other Secured
Claims in Class 2 are Unimpaired under the Plan and are deemed to
accept the Plan.

Convenience Claims in Class 3, General Unsecured Claims in Class
4, and Lender Deficiency Claims in Class 5 are Impaired and are
Entitled to Vote.

Intercompany Claims in Class 6 and Interests in Class 7 are
Impaired and are deemed to reject the Plan.

Under the Plan, Class 1 Priority Unsecured Claims will be paid in
full on the Effective Date.  Class 2 Other Secured Claims will, at
the option of the Liquidating Trustee, receive (i) 100% of their
Claims in Cash in full on the Effective Date, or (ii) the
collateral securing their Claims.

Class 3 Convenience Claims will receive, in full satisfaction of
their Claims, Cash in amount equal to 3.5% of their Claims,
without Postpetition Interest.

Each holder of a Class 4 General Unsecured Claim will receive its
pro rata share of $150,000, which will be funded into the General
Unsecured Reserve Account on the Effective Date.  The Proponents
estimate that the total amount of Class 4 General Unsecured Claims
is approximately $103,140,000.  Accordingly, the Proponents
estimate that Holders of Allowed General Unsecured Claims will
receive a minimum Pro Rata distribution equal to approximately
0.15% of their Allowed Claims.

The bulk of anticipated distribution to Class 4 will come from
recoveries in Avoidance Actions and other litigation.

Class 5 Lender Deficiency Claims will receive Cash in an amount
equal to the Holder's Pro Rata share of the remaining funds
in the Liquidating Trust after Claims in Class 1 through
Class 4 and expenses of the Liquidating Trust have been
paid in full.

Class 6 Intercompany Claims and Class 6 Interests will not receive
any distributions.  These Claims will be extinguished.

A copy of the First Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/ppi.firstamendedDS.pdf

A full-text copy of the Disclosure Statement, together with the
Court-approved liquidation analysis, is available for free
at http://ResearchArchives.com/t/s?76e0

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sold products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operated six manufacturing
facilities throughout North America, including a facility in
Mexico operated on their behalf by Intermex Manufactura de
Chihuahua under a shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP serve as the Debtors'
bankruptcy counsel.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  PPI Holdings, Inc.,
estimated assets and debts between $100 million and $500 million
in its Chapter 11 petition.

Attorneys at Stevens & Lee, P.C., represent the Creditors
Committee as counsel.

On March 13, 2009, the Bankruptcy Court approved the Debtors'
proposed sale of substantially all of their assets to Cerion, LLC.
The sale closed on March 26, 2009.  The Debtors received net
proceeds of approximately $16,031,508 after an agreed upon working
capital adjustment.


QIMONDA RICHMOND: "Plan is Acceptable," DIP Lenders Say
-------------------------------------------------------
Qimonda Richmond, LLC, et al., submitted to the U.S. Bankruptcy
Court for the District of Delaware a blackline of the disclosure
statement of their joint plan of liquidation, which reveals that
the Debtors' bankruptcy lenders deem the plan an "acceptable
plan."

As previously reported by The Troubled Company Reporter,
Bankruptcy Judge Mary F. Walrath signed off on the statement on
July 12, 2011, and set a Sept. 19 confirmation hearing for the
liquidation plan, which is co-sponsored by the company's official
committee of unsecured creditors.  If the Plan is confirmed, the
Debtors remaining assets will be liquidated on an orderly basis
and proceeds will be distributed to holders of Allowed Claims in
accordance with the terms of the Plan.  The Plan separately
classifies claims against QR and its parent, Qimonda North America
Corp., respectively.

The cash available in QR's estate to fund the Plan and the QR
Liquidating Trust will come from: (a) the remaining net Cash
proceeds QR received from the sale of its assets, together with
any interest thereon; (b) any recoveries on the QR Liquidating
Trust Claims, including without limitation the Kingston Lien
Avoidance Action, the IRB Avoidance Action and other Avoidance
Actions; (c) any distributions in respect of QR's allowed claim in
the QAG insolvency proceeding or in respect of the Employee
Settlement Agreement; and (d) a Cash payment of approximately
$218,750 from a proposed settlement with an affiliate.

QR currently estimates that as of an assumed Oct. 15, 2011,
Effective Date, it will have available Cash of $70.6 million, not
including restricted Cash of $42.5 million held in respect of the
Kingston Lien Avoidance Action ($40.4 million) and certain Secured
Claims ($2.1 million).

A copy of the blacklined version of the Disclosure Statement is
available at http://bankrupt.com/misc/Qimonda_BlacklineDS.PDF

                         About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in
Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represent the
Debtors as counsel.  Roberta A. DeAngelis, the United States
Trustee for Region 3, appointed seven creditors to serve on an
official committee of unsecured creditors.  Jones Day and Ashby &
Geddes represent the Committee.  In its bankruptcy petition,
Qimonda Richmond, LLC, estimated more than US$1 billion in assets
and debts.  The information, the Debtors said, was based on
Qimonda Richmond's financial records which are maintained on a
consolidated basis with Qimonda North America Corp.


RIGHTHAVEN LLC: May Opt for Asset Sale or Bankruptcy
----------------------------------------------------
Dan Rivoli at Bankruptcy Law360 reports that Righthaven LLC told a
Nevada federal judge Friday that bankruptcy or an asset sale may
be its only options if it has to pay $34,000 in attorneys' fees to
a man it unsuccessfully sued for reposting a Las Vegas Review-
Journal article online.  Days before Righthaven's Wednesday
deadline to pay Wayne Hoehn's attorneys' fees under court order,
the company filed an emergency motion to put off the deadline
while its appeal was pending, according to Law360.  Based in Las
Vegas, Righthaven LLC is a copyright enforcement company.


ROTHSTEIN ROSENFELDT: Big Investor Sued for Return of Millions
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the bankruptcy trustee
charge of recovering money for creditors left behind by Ponzi-
scheme operator Scott Rothstein's law firm is targeting tens of
millions of dollars once paid to one of the scheme's largest
investors, a Florida trust fund controlled by Miami businessmen
Ira Sochet.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROUND TABLE: Cash Use Order Amended to Allow Cure Amount Payments
-----------------------------------------------------------------
On July 29, 2011, the U.S. Bankruptcy Court for the Northern
District of California entered an eighth interim order [Docket No.
711] authorizing Round Table Pizza, Inc., et al., to use cash
collateral through 5:00 p.m. on Sept. 30, 2011.

On Sept. 1, 2011, the Bankruptcy Court approved an amendment to
the eighth interim order authorizing use of cash collateral, to
permit the disbursement of the amounts identified in the Schedule
of Undisputed and Disputed Assumed Lease Cure Amounts, filed as
Docket No. 799.

The order approving the amendment is premised on the consent of
General Electric Credit Corporation, as Agent for the Lenders.

                       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.


RYLAND GROUP: Fitch Downgrades Issuer Default Rating to 'BB-'
-------------------------------------------------------------
Fitch Ratings has downgraded its ratings for Ryland Group, Inc.,
including the company's Issuer Default Rating (IDR) to 'BB-' from
'BB'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade in RYL's IDR and senior unsecured ratings reflects
the still very challenging U.S. housing market which is likely
bouncing on the bottom, following a massive cyclical correction.
With the recent softening in the economy and lowered economic
growth expectations for 2011 and 2012, the environment may at best
only support a relatively modest recovery in housing metrics over
the next year and a half.  Moreover, RYL's underperformance
relative to its peers in certain operational and financial
categories during recent quarters, and its slimming cash position
penalizes the ratings and influences the Outlook.

As expected, the housing recovery has been irregular so far and to
date quite anemic. Various housing and related statistics appear
to have bottomed in early to mid-2009.  Since then the on, then
off, then on again federal housing credit at times spurred or at
least pulled forward housing demand.  With the U.S. economy moving
from recession to expansion in the third quarter of 2009, plus
very attractive housing affordability and government incentives,
housing was jump-started.  However, faltering consumer confidence,
among other issues, has restrained the recovery so far.

The public homebuilders were generally unprofitable in the
calendar first quarter (excluding non-cash real estate charges)
and revenues trailed a year ago levels.  That was also the case in
the calendar second quarter.  Builder comparisons ease in the
third and fourth quarters.  If the economy continues to modestly
advance and employment edges up, macroeconomic housing metrics
should, for the most part, remain at current levels through the
end of this year.

Fitch currently projects new single-family housing starts will
drop 13.1% in 2011 following 5.8% growth in 2010.  After falling
14.1% in 2010, new home sales are forecast to decrease about 7% in
2011. Fitch expects existing home sales to slip 2% in 2011 after a
4.8% decline in 2010.  In a moderately growing economy in 2012,
housing metrics could modestly expand, off a very depressed base.

RYL's liquidity slimmed in 2010 and especially so far in 2011.
Cash and marketable securities are down about $246 million since
the end of 2009.  Pressures on liquidity are likely to continue
over the next year and a half due to sizeable land and development
spending and the possibility that EBITDA may not cover interest
expense.

The ratings also reflect RYL's business model, its conservative
building practices, focus on entry-level and first-step trade-up
customers (the largest segments of the market), moderate financial
policies, geographic and product line diversity and its capital
structure.

RYL's significant ranking (within the top five or top 10) in most
of its markets, its presale operating strategy and a return on
capital focus provided the framework to soften the impact on
margins from declining market conditions.  Acquisitions have not
played a part in RYL's operating strategy, as management has
preferred to focus on internal growth (expanding its position in
existing markets and occasional greenfield new market entries)
during the expansion phase in the cycle.

RYL ended the second quarter with $182.3 million of unrestricted
cash and $359 million of available for sale marketable securities.
The company terminated its revolving credit facility during the
second quarter of 2009 and subsequently entered into various
letters of credit agreements that are secured by cash deposits.
At June 30, 2011, letters of credit totaling $75.1 million were
outstanding under these agreements.  Consistent with Fitch's
comment on homebuilders' termination of revolving credit
facilities, in the absence of a revolving credit line, a
consistently higher level of cash and equivalents than was typical
should be maintained on the balance sheet, especially in these
still uncertain times.  RYL last accessed the capital markets
during 2009 and 2010 and used these debt proceeds to redeem some
of its existing debt.  As a result, the company has pushed out its
maturities, with no major debt coming due until June 2013 ($186
million).

RYL employs conservative land and construction strategies. The
company only buys entitled land and under normal market conditions
tries to keep an approximately three to four year supply of lots
under control.  As of June 30, 2011, 26.8% of its lots were
controlled through options - a much lower than typical percentage
due to considerable option abandonments and write-offs of recent
years.  Owned lots represented 66.6% of the total, while JV lots
accounted for 6.6%.  Total lots, including those owned and
controlled through joint ventures, were 25,165 at June 30, 2011.
This represents a 7.6-year supply of total lots controlled based
on trailing 12 months deliveries.  RYL has a 5.0-year supply of
owned land.

During the past two years, RYL has been re-building its land
position and opportunistically acquiring real estate at attractive
prices, supported by its strong liquidity.  RYL currently projects
to spend roughly $300 million on land acquisitions and $100
million on development expenditures during 2011.  The company
spent $253 million for land and $76 million on land development in
2010.

RYL reported a negative $93.9 million of cash from operations
during the first half of 2011.  During the first half of 2010 the
company generated cash flow from operations of $67.7 million,
including a federal tax refund of $100.5 million resulting from
the carryback of RYL's 2009 operating loss to offset earnings
generated in 2004 and 2005.  For the LTM period from June 30,
2011, the company reported a negative $230.9 million cash flow
from operations.  The company was consistently cash flow positive
from the second quarter of 2008 through the second quarter of
2010. It has reported negative cash flow from operations each
quarter since then.

For all of fiscal 2011, Fitch expects RYL to be cash flow negative
as the company continues to rebuild its land position.  Negative
cash flow is typical in the early stages of a housing recovery for
many of the large public builders.  Fitch is relatively
comfortable with this strategy given the company's current
liquidity position, well-laddered debt maturity schedule, proven
access to the capital markets and management's demonstrated
discipline in pulling back on land and development spending and
improving its liquidity when the economy and housing contract.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

Fitch has downgraded the following ratings for Ryland Group, Inc.:

  -- IDR to 'BB-' from 'BB';
  -- Senior unsecured debt to 'BB-' from 'BB'.

The Rating Outlook has been revised to Negative from Stable.


SBARRO INC: Court Approves $18.6-Mil. Exit Financing
----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Sbarro's motion for an order (A) approving and authorizing the
Debtors to perform under the exit financing commitment letter with
its first lien lenders, (B) approving procedures for consideration
of alternative restructuring proposals, (C) scheduling proposal
deadlines and an auction and (D) approving the form and manner of
notice thereof.  The $18.6 million first-out, delayed-draw term
loan facility will be used for general corporate purposes,
including to cash collateralize existing or replacement letters of
credit.

                       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.


SCHOMAC GROUP: 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 Schomac Group, Inc., 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 The Schomac Group & TEDCO

Tucson, Arizona-based The Schomac Group, Inc., develops,
constructs, manages, and invests in residential, industrial, and
commercial real property.  Tedco, Inc., invests in real property
and in mortgages backed by real property.  Schomac Group and Tedco
filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 11-
22717 and 11-22720) on Aug. 9, 2011.  In its schedules, Schomac
Group listed $48,929,897 in total assets and $34,583,005 in total
liabilities.  Judge Eileen W. Hollowell presides over the cases.
Mesch, Clark & Rothschild, P.C., serves as the Debtors' counsel.

Attorney for secured lender LNV Corp. is William Novotny, Esq., at
Mariscal Weeks McIntyre & Friedlander, PA.


SEAVIEW PLACE: Can Hire Bernard Egan as Accountant
--------------------------------------------------
Seaview Place Developers, Inc. sought and obtained permission from
the Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida to employ Bernard J. Egan, Jr., as its
accountant, nunc pro tunc to March 22, 2011.

Mr. Bernard will prepare the Debtor's 2010 federal and state
income tax returns with supporting schedules and end of the year
financial statements.

The Court further authorized the Debtor to pay Mr. Egan's monthly
invoices of $150 per hour, which is not to exceed 12 hours or
$1,800.

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

               About Seaview Place Developers, Inc.

Clearwater Beach, Florida-based Seaview Place Developers, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 11-05126) on March 22, 2011.  According to its schedules, the
Debtor disclosed $24,769,500 in total assets and $15,147,744 in
total debts as of the Petition Date.


SEAVIEW PLACE: Plan Evidentiary Hearing Set for Oct. 17
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Tampa Division, will hold a final evidentiary hearing on the
consolidated hearing for confirmation of Seaview Place Developers,
Inc., and its debtor affiliates on October 17, 2011, at 09:30 a.m.

The Plan essentially proposes a "partial giveback" of the
condominium located in Pasco County, Florida to Branch Banking and
Trust Company having a value as of the Effective Date sufficient
to fully satisfy its claims.  Because the Debtors anticipate that
the value of the Debtors' Property, even under a conservative
valuation, is greater than the amount of Secured Claims
encumbering that Property, the Plan proposes that the Debtors will
retain a certain amount of their Property that will be rented and
sold over time following the Effective Date, and which, in
addition to Exit Financing will generate sufficient funds to fully
pay the Allowed Claims of Unsecured Creditors.  To accomplish
this, the Plan proposes that the Debtors will, prior to or through
Confirmation, substantively consolidate their cases for the
purposes of future reporting, voting, and making Distributions
under the Plan.  Substantive consolidation, the Debtors said,
would also resolve various substantial Intercompany Claims and
maximize the recovery of Unsecured Creditors.

Holders of General Unsecured Claims will either (1) a Pro Rata
Share of Cash available in the Sales Proceeds Pool, , or (2)
alternatively, at the election of the Debtors and the Holder of
the Claim, a lump sum payment of Cash equal to 75% of the Allowed
Amount of the Claim.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76e5

Clearwater Beach, Florida-based Seaview Place Developers, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 11-05126) on March 22, 2011.  According to its schedules, the
Debtor disclosed $24,769,500 in total assets and $15,147,744 in
total debts as of the Petition Date.


SEDONA DEVELOPMENT: Settles Disputes With Williams Scotsman
-----------------------------------------------------------
Debtors Sedona Development Partners, LLC (SDP), and The Club at
Seven Canyons, LLC, and Williams Scotsman, Inc., ask the U.S.
Bankruptcy Court for the District of Arizona to approve the terms
of the settlement of their disputes related to a stay relief
motion and an adversary proceeding.

On Oct. 14, 2010, Williams Scotsman filed its motion for relief
from the automatic stay to terminate the Clubhouse Units Agreement
and the Housekeeping Units Agreements, and to recover the
Clubhouse Units and the Housekeeping Units.

On Jan. 19, 2011, SDP filed a complaint, initiating Adversary
Proceeding No. 2:11-ap-00129, seeking, among other things, a
judgment declaring that SDP is the equitable owner of the
Clubhouse Units and the Housekeeping Units and that the Clubhouse
Units Agreement, the Housekeeping Units Agreements are agreements
evidencing sales and granting money security interests, rather
than leases.

The Parties stipulate to these terms:

1. The Monthly Rental Rate for the Clubhouse Units will be
   modified so that the Debtors will pay a total $1,500 per month,
   plus applicable sales tax and license fees, to Williams
   Scotsman from the date of execution until the Effective Date.

   On the Effective Date, the Debtors will pay to Williams
   Scotsman in certified funds the sum of $66,000, plus applicable
   sales tax.

   None of the monthly payments made by the Debtors prior to the
   Effective Date will be credited to this purchase price.

2. The Monthly Rental Rate for the Housekeeping Units will be
   modified so that the Debtors will pay a cumulative total of
   $1,859 per month to Williams Scotsman from the date of
   execution until the Housekeeping Units are returned to Williams
   Scotsman.

   On the Effective Date, SDP will reject the Housekeeping Units
   Leases and will turn possession of the Housekeeping Units over
   to Williams Scotsman.

   On the later of the Effective Date or the date the Housekeeping
   Units are removed from the Property by Williams Scotsman, the
   Debtors will pay in certified funds for the costs and expenses
   associated with the knockdown and removal of the Housekeeping
   Units in an amount to be determined, and for the costs to
   return the Housekeeping Units to their original condition,
   excluding normal wear and tear, in an amount to be determined.

3. Provided that there is no default under the terms of the
   Stipulation, any unpaid rent due and owing to Williams Scotsman
   pursuant to the Clubhouse Units Agreement and the Housekeeping
   Units Agreement as of the date of the agreement between the
   parties will be deemed to be satisfied and paid in full upon
   the payment by the Debtors to Williams Scotsman of the sum of
   $19,129.15 either (a) on the Effective Date of the Plan or (b)
   in equal monthly payments totaling such amount between the
   Effective Date of the Plan and no later than Dec. 31, 2013, in
   the Debtor's sole discretion.

4. Upon timely payment in full of all amounts due under this
   Stipulation, Williams Scotsman will cause to be delivered to
   Debtors full title to the Clubhouse Units.

A complete iteration of the terms of the Stipulation is available
at http://bankrupt.com/misc/sedona.stipulation.de656.pdf

Counsel for Williams Scotsman, Inc., may be reached at:

     Robert R. Kinas, Esq.
     Jonathan M. Saffer, Esq.
     Nathan G. Kanute, Esq.
     SNELL & WILMER LLP

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.


SHAMROCK-SHAMROCK: Taps S. Ponder for Landlord-Tenant Issues
------------------------------------------------------------
Shamrock-Shamrock, Inc., ask the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Stephen R.
Ponder to represent the Debtor in certain state court litigation
proceedings.

The Debtor is in need of an attorney versed in landlord-tenant law
to represent the Debtor before the State Court in evictions, lease
deficiency claims and collection actions related to real
properties leased by the Debtor in various tenants.

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

                   About Shamrock-Shamrock Inc.

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.


SHENGDATECH INC: Court Enjoins Chen From Taking Over
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the chief restructuring officer for ShengdaTech Inc.
was granted a preliminary injunction early this month preventing
founder and controlling shareholder Chen Ziangzhi from interfering
with management.

The ruling by U.S. Bankruptcy Judge Bruce T. Beesley in Reno,
Nevada, described how outside auditors discovered "serious
discrepancies in [the company's] financial statements" in March.
Further investigation by a special committee of the board
concluded that "certain" financial records "may have been
falsified in whole or in part," Judge Beesley said.  The judge is
preventing Chen or anyone else from interfering with management,
displacing the chief restructuring officer, or appointing another
member to the deadlocked four-member board.

                     About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from creditors
(Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno,
Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  The Board of Directors Special
Committee's legal representative is Skadden, Arps, Slate, Meagher
& Flom LLP.  On Aug. 23, 2011, the Court entererd an interim order
confirm the Board of Directors Special Committee's appointment of
Michael Kang as the Debtor's chief restructuring officer.


SHENGDATECH INC: Gets Final Approval to Employ Alvarez & Marsal
---------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada, in a final order, authorized Shengdatech,
Inc., to employ Alvarez & Marsal North America, LLC, to provide
the Debtor with a chief restructuring officer and certain
additional personnel and appoint Michael Kang as the Debtor's CRO.

As reported in the Troubled Company Reporter on Aug. 31, 2011, the
firm will, among other things:

   a) assist in the prosecution of the Debtor's Chapter 11 filing;

   b) assist with cash controls and development and management
      of a 13-week cash flow forecast; and

   c) assist with the management and oversight of ongoing
      accounting investigations.

The firm's professionals will be paid at these hourly rates:

      Managing Director        $650 - 850
      Director                 $450 - 650
      Associate/Consultant     $350 - 450
      Analyst                  $250 - 350

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

                         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 $295.4 million in assets and $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.


SHINGLE SPRINGS: Moody's Keeps 'Caa2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service changed Shingle Springs Tribal Gaming
Authority's rating outlook to stable from negative. Authority's
Caa2 Corporate Family Rating, Caa2 Probability of Default Rating
("PDR") and Caa2 senior secured notes rating remain unchanged.

The ratings are as follows:

- Corporate Family Rating at Caa2

- Probability of Default Rating at Caa2

- $450 million senior secured notes due June 2015 to Caa2 (LGD 4,
  52%) from Caa2 (LGD 4, 50%)

RATINGS RATIONALE

The outlook revision to stable reflects Authority's modestly
improved liquidity profile and Moody's expectation that liquidity
would likely remain adequate in the next twelve months. The
improvement of liquidity is partly driven by the recent amendment
under the FF&E loan agreement which would provide more cushion for
compliance in the future, as well as the revised principal
amortization schedule under its management transition loan that
would provide some cash flow relief. The stable outlook also
recognizes the recently decelerated negative revenue trend and
relatively stable operating profit despite the continuously
challenging local economy in Sacramento, CA and impact from
competitor's major expansion by Thunder Valley Casino. The
management of Shingle Springs' Red Hawk casino continues to
aggressively cut costs while remaining focused on marketing
programs to drive traffic.

Despite the company's modestly improved liquidity profile, the
Caa2 CFR anticipates that credit metrics will remain weak. Moody's
expects financial leverage to remain high, above 7.0 times, in the
intermediate term as a result of continuing challenges in Red
Hawk's primary market stemming from high unemployment rates and
heavy competition. Competition will likely rise further if
Enterprise Rancheria of Maidu Indian Tribe is able to open a
casino in the Sacramento area in the intermediate term after the
recent approval by the Department of Interior for the tribe's
request to take its land into trust for gaming purpose. Caa2 CFR
also reflects Moody's concern on the potential adverse impact from
the pending litigation by Sharp Image Gaming, Inc against the
Shingle Springs Band of Miwok, Shingle Spring's Tribe -- owners of
the Red Hawk Casino, about alleged breach of contracts.

Given Authority's high leverage, Moody's does not anticipate
upward rating momentum in the near term in the absence of a
material de-leveraging event. In the intermediate term ratings
could be upgraded if there is a sustained improvement in operating
trends, a material improvement in credit metrics, and a better
longer term liquidity profile.

The ratings could be downgraded if Authority suffers a decline in
operating performance or its liquidity deteriorates for any
reason, as this would elevate the risk of a payment default or
covenant violation. A negative judgment against the Tribe from the
litigation would also pressure the rating downward.

The principal methodologies used in this rating were Global Gaming
published in December 2009, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Shingle Springs is an unincorporated governmental authority of the
Shingle Springs Band of Miwok Indians. The Authority was formed to
develop, own and operate the Red Hawk Casino, which opened on
December 17, 2008 near Sacramento, California.


SIGNATUE STYLES: Wants Until Dec. 31 to Decide on Leases
--------------------------------------------------------
Signature Styles, LLC, and Signature Styles Gift Cards, LLC, ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to enter into sublease agreements with Artemiss, LLC,
and to extend time to assume or reject existing leases for
approximately 3 months, through and including Dec. 31, 2011.

Artemiss has been deemed the successful bidder for the sale of
substantially all of the Debtor's Assets as the Debtors received
no competing bids by the Aug. 25, 2011 bid deadline.

Although the existing leases are not being assigned to Artemiss,
as part of the Sale, Artemiss will not be in an immediate position
to move the Debtors' business to other locations and vacate the
premises on the closing date of the Sale.  Thus, the Debtors and
Artemiss have negotiated three sublease agreements allowing
Artemiss to remain in the premises until the end of the calendar
year.

                     About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.

Roberta A. Deangelis, United States Trustee for Region 3, under 11
U.S.C. SEC 1102(a) and (b), appointed the following amended
unsecured creditors who are willing to serve on the Official
Committee of Unsecured Creditors of Signature Styles LLC.


SOLYNDRA LLC: Seeks to Reject Lease for Fremont, Calif. Building
----------------------------------------------------------------
Solyndra LLC and 360 Degree Solar Holdings Inc. seek Bankruptcy
Court permission to reject an unexpired lease of non-residential
real property located at 400-472 Kato Terrace (Building 5),
effective Sept. 9; and abandon any personal property located at
the premises.

The Debtors' manufacturing operations have been discontinued while
the company evaluates its restructuring options.

Previously, the Debtors operated their business:

     (1) at leased premises at 47700 Kato Road and 1055 Page
         Avenue (Buildings 1 and 2), 901 Page Avenue (Building 3),
         400-472 Kato Terrace (Building 5) and 1210 California
         Circle (Building 6), all in Fremont, California, and

     (2) at premises owned by the Debtors at 47488 Kato Terrace,
         also in Fremont, California.

The Debtors leased the property under an Industrial Lease dated
Sept. 16, 2003, between Walton CWCA Scott Creek 28, L.L.C. and
Solyndra, as amended.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.


SOLYNDRA LLC: Faces 2 Class Suits Over WARN Act Violations
----------------------------------------------------------
Peter M. Kohlstadt and Dan Bruan filed separate lawsuits in
bankruptcy court, on behalf of a class of similarly situated
former employees of Solyndra LLC and 360 Degree Solar Holdings
Inc. over mass layoffs and plant closing on Aug. 31, 2011, in
violation of the 60-day advance written notice under the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. Sec. 2101 et
seq.  Roughly 1,000 employees lost their jobs at facilities in the
Freemont, California area and elsewhere.

The Kohlstadt action also asserts violations of the California
Labor Code Sec. 1400 et seq.

The Plaintiffs seek class action certification and appointment as
class representative.

The Kohlstadt action was originally filed on Sept. 2, 2011, in the
U.S. District Court for the Northern District of California, Case
No. C11-04403 JSC.

The Plaintiffs seek to recover 60 days wages and benefits,
pursuant to the WARN Acts, from the Defendants, as well as full
accrued paid time off.  The Plaintiffs assert their claims are
entitled to first priority administrative expense status pursuant
to the Sec. 503(b)(1)(A) of the Bankruptcy Code.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that if the suits are successful, wages owing to the workers could
represent priority claims in the Chapter 11 case that would be
have to be paid in full if Solyndra is to confirm a reorganization
plan.

Counsel to the Kohlstadt Plaintiffs are:

          Frederick Rosner, Esq.
          THE ROSNER LAW GROUP LLC
          824 N. Market Street, Suite 810
          Wilmington, DE 19801
          Telephone: (302) 777-1111
          E-mail: rosner@teamrosner.com

               - and -

          Jack A. Raisner, Esq.
          Rene S. Roupinian, Esq.
          OUTTEN & GOLDEN LLP
          3 Park Avenue, 29th Floor
          New York, NY 10016
          Telephone: (212) 245-1000
          E-mail: jar@outtengolden.com
                  rsr@outtengolden.com

Counsel to the Bruan Plaintiffs are:

          James E. Huggett, Esq.
          Stephanie Noble Tickle, Esq.
          MARGOLIS EDELSTEIN
          750 Shipyard Drive, Suite 102
          Wilmington, DE 19801
          Tel: 302-888-1112
          Fax: 302-888-1119
          E-mail: jhuggett@margolisedelstein.com

               - and -

          Stuart J. Miller, Esq.
          LANKENAU & MILLER, LLP
          132 Nassau Street, Suite 423
          New York, NY 10038
          Tel: 212-581-5005
          Fax: 212-581-2122

               - and -

          Mary E. Olsen, Esq.
          M. Vance McCrary, Esq.
          THE GARDNER FIRM P.C.
          201 S. Washington Ave.
          Mobile, AL 36602
          Tel: 251-433-8100
          Fax: 251-433-8181
          E-mail: molsen@thegardnerfirm.com

                       About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.


SOUTH EDGE: Judge Approves Plan's Disclosure Statement
------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that a Nevada
bankruptcy judge on Thursday advanced a reorganization plan for
South Edge LLC, approving the disclosure statement for the
proposal to pay down debt and salvage the Las Vegas housing
development project.  Law360 relates that the plan, which is
underpinned by settlements with a number of building companies,
provides lenders with roughly $330 million in recoveries and
offers unsecured creditors a share of a $1 million fund.  A
hearing on the confirmation of the plan has been scheduled for
Oct. 17.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTH OF THE STADIUM: Can Hire Richard W. Ward as Bankr. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized South of the Stadium I, LLC, to employ Richard W. Ward
as counsel.

As reported in the Troubled Company Reporter on July 6, 2011,
Mr. Ward is expected to assist the Debtor in carrying out the
duties as debtor-in-possession.

The Debtor said that Mr. Ward received totaling $9,961 retainer
fee.  Mr. Ward charges $300 per hour for this engagement.

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

                     About South of the Stadium

South of the Stadium I, LLC, in Carrollton, Texas, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-43278) on June 6, 2011.
Debtor-affiliates 261 CW Springs LTD (Bankr. N.D. Tex. Case No.
11-33757), WS Minerals LLC (Bankr. N.D. Tex. Case No. 11-43273),
and WS Mineral Holdings LLC (Bankr. N.D. Tex. Case No. 11-43290)
also filed on the same day.  Judge D. Michael Lynn presides over
the cases.  Richard W. Ward, Esq. -- rwward@airmail.net -- Plano,
Texas, serves as the Debtors' bankruptcy counsel.

South of the Stadium I, WS Minerals LLC, and WS Mineral Holdings
LLC each estimated assets and debts of $10 million to $50 million
in their petitions.  261 CW Springs estimated assets and debts of
$1 million to $10 million in its petition.  The petitions were
signed by Jeff Shirley, authorized representative.


SPECTRAWATT INC: To Auction Off Hudson Valley Facility Sept. 28
---------------------------------------------------------------
PVTECH reports that SpectraWatt will auction off its 140,000
square-foot crystalline silicon cell manufacturing and research
facility in Hudson Valley, New York, at the end of the month.

According to the report, following the approval of Debtor's motion
to engage Heritage Global Partners, which is currently pending in
the United States Bankruptcy Court for the Southern District of
New York, the auction will be held between 10 a.m. and 5 p.m. EDT
on Wednesday, Sept. 28 via a live global webcast from the Hudson
Valley Research Park in Hopewell Junction, New York.

The report notes the premises and equipment to be auctioned will
be open for inspection by potential buyers between 9:00 a.m. and
4:00 p.m. on Sept. 26 and 27, or by appointment.  In the event
that a bulk sale of SpectraWatt is agreed, the successful bidder
has the option to take on the facility's existing lease and
continue operations.

"There is immediate expansion potential at this facility for any
company who is at the ready to come in and capitalise this state-
of-the art facility and its existing equipment and inventory," the
report quotes Heritage Global Partners vice president Bruce
Costello as saying.

                        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.


SPRING POINTE: Sec. 341(a) Creditors' Meeting Set for Oct. 6
------------------------------------------------------------
The U.S. Trustee for the District of Utah in Salt Lake City will
hold a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in
the bankruptcy case of Spring Pointe Development, L.L.C., on
Oct. 6, 2011, at 405 South Main.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so. The meeting
may be continued and concluded at a later date without further
notice. The court, after notice and a hearing, may order that the
United States trustee not convene the meeting if the debtor has
filed a plan for which the debtor solicited acceptances before
filing the case.

Proofs of Claim are due by Jan. 4, 2012. Government Proofs of
Claim are due by Feb. 29, 2012.

Spring Pointe Development, LLC, based in Springville, Utah, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-32972) on
Sept. 2, 2011.  Judge Joel T. Marker presides over the case.
Michael R. Johnson, Esq., at Ray Quinney & Nebeker P.C., serves as
the Debtor's 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 Milton Christensen, managing
member.


STELLAR GT: Court OKs Nov. 2 Auction of Substantially All Assets
----------------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland authorized Stellar GT TIC LLC, and VFF TIC LLC, to
sell all or substantially all of the Debtors' assets.

The Debtors intended to sell a certain 891-unit multi-family high
rise property (consisting of two 14-story apartment buildings)
located at 8750 Georgia Avenue in Silver Spring, Maryland, and
commonly known as The Georgian, which is subject to liens held by
Wells Fargo Bank, N.A., as trustee for the registered holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM 2007-
C9, Commercial Mortgage Pass-Through Certificates, U.S. Bank
National Association, as trustee, as successor in interest to Bank
of America, National Association, as trustee, as successor in
interest to Wells Fargo Bank, N.A., as trustee for the registered
holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP
Georgian Towers, LLC, all acting by and through Helios AMC, LLC,
in its capacity as Special Servicer.

On Nov. 2, the qualified bidder with the highest cash purchase
price that exceeds the amount of lender's highest credit bid will
be declared the successful bidder, and its bid will be presented
to the Court at the confirmation hearing for approval.

The auction of the project will be conducted by the broker at:

         CB RICHARD ELLIS INC.
         Attn: William S. Roohan
         250 West Pratt Street
         Baltimore, MD 21201
         Tel: (410) 244-7100
         Fax: (410) 244-3107
         E-mail: bill.roohan@cbre.com

The deadline for submitting a first-round sealed bid is 5:00 p.m.
Eastern Time on Oct. 18, 2011.  The lender may submit a credit bid
by Oct. 18.  The lender may credit bid the full amount of its
allowed secured claim at the auction.

The deadline for submitting second-rounds sealed bids to the
broker is 5:00 p.m., on Oct. 26, provided, however, that the
lender's final credit bid will be submitted to the broker by
5:00 p.m. on Oct. 11.

The Debtors related that if there is no auction (for failure to
receive any qualified bids), or if there is an auction and the
prevailing bidder is the lender (based on its credit bid and the
failure of any qualifying bidder to outbid lender), then the
project will not be sold, and the hearing on approval of any sale
will be canceled and the loan will be restructured pursuant to the
amended loan documents.

The lender is represented by:

         KILPATRICK TOWNSEND & STOCKTON LLP
         Mark D. Taylor, Esq.
         Suite 900, 607 14th Street, NW
         Washington, DC 20005-2018
         Tel: (202) 508-5800
         Fax: (202) 508-5858

         ZEICHNER ELLMAN & KRAUSE LLP
         Stephen F. Ellman, Esq.
         Jantra Van Roy, Esq.
         575 Lexington Avenue
         New York, NY 10022
         Tel: (212) 826-5353
         Fax: (212) 753-0396
         E-mail: sellman@zeklaw.com
                 jvanroy@zeklaw.com

                 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.


SUGARLEAF TIMBER: Files Chapter 11 Reorganization Plan
------------------------------------------------------
Sugarleaf Timber, LLC, filed a Chapter 11 plan of reorganization
and disclosure statement to the U.S. Bankruptcy Court for the
Middle District of Florida.

The Plan essentially provides that (a) the Reorganized Debtor will
transfer a portion of its properties to Farm Credit of North
Florida in full satisfaction of the Farm Credit Notes; and (b) the
Reorganized Debtor will operate its business, including the
marketing and sale of the property vested in the Reorganized
Debtor, to pay the remainder of its debts.

The Debtor obtained over $20 million in loans from Farm Credit in
2007 to purchase, develop and sell more than 7,000 acres of land
in Clay County, Florida.  The Farm Credit loans are evidenced by
three notes.

The Debtor believes it will pay its secured and unsecured
creditors in full based on a review of claims and plan treatment,
but cannot guarantee that result as it is dependent on the claims
objection process and events in its bankruptcy case.

Under the Plan, Class 1 Claims (Secured Claim of Farm Credit) will
be granted a special warranty deed that will transfer all of the
Debtor's interest in certain of properties to Farm Credit.  Class
2 Claims (Secured Tax Claim of the Clay County Tax Collector) will
be paid in full with statutory interest in May 2016 or the date of
the sale of Property on which the Tax Collector has a lien.

Class 3 Priority Claims under Sec. 507(a)(8) of the Bankruptcy
Code will be paid in full on Aug. 31, 2012, or earlier as elected
by the Reorganized Debtor.

Class 4 Claims are general unsecured claims for which the allowed
amount exceeds $300.  Holders of these claims will be paid (i)
$50,000 on the later of May 7, 2012, or the first day of the month
on which the net proceeds from the sale of the "Clay County
Remaining Tract" exceeds $50,000; and (ii) additional $50,000
payments on an annual basis on the anniversary of the Effective
Date until the allowed claim are paid in full.  No interest will
accrue on the claims.

Class 5 Claims are general unsecured claims that are not entitled
to priority under Sec. 507 of the Bankruptcy Code for which the
allowed claim does not exceed $300.  Each holder of these Claims
will receive payment in full on the initial distribution date.

Management of the Reorganized Debtor will remain with Diversified
Investments of Jacksonville, LLC, through its manager, Victoria
Towers.

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

       http://bankrupt.com/misc/SUGARLEAFTIMBER_DS.PDF

                     About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, filed for Chapter
11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.
Chief Bankruptcy Judge Paul M. Glenn presides over the case.
Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, PL, serves as
the Debtor's bankruptcy counsel.

In its Schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.


TCI LUNA: Hiring Eric A. Liepins as Bankruptcy Counsel
------------------------------------------------------
TCI Luna Ventures LLC asks the Bankruptcy Court for authority to
employ Eric A. Liepins, Esq., and his law firm, Eric A. Liepins,
P.C., as Chapter 11 counsel.

The Firm has received a $7,500 retainer plus the filing fee.  The
Firm will be paid at these hourly rates:

          Eric A. Liepins                      $250 per hour
          Paralegals and Legal Assistants     $30-$50 per hour

Mr. Liepins attests that the Firm does not presently hold or
represent any interest adverse to the interest of the Debtor or
the estate and is disinterested within the meaning of 11 U.S.C.
Sec. 101(13).

Mr. Liepins, however, discloses that prior to the engagement of
the Firm to represent the Debtor, the Firm had not previously
represented the Debtor or any of its principals.  The Firm did
represent Art Collections, Inc., a debtor in a Chapter 11
proceeding in the Western District of Texas.  There are no debts
or claims between ART and the Debtor.

The Firm also currently represents TCI Courtyard, Inc., in a
matter pending in the United States Bankruptcy Court Northern
District of Texas.  Mr. Liepins added that there are no claims
between TCI Luna Ventures and TCI Courtyard.  TCI Luna Ventures'
shareholder is also a shareholder of ART and TCI Courtyard.

                       About TCI Luna Ventures

TCI Luna Ventures, LLC, in Dallas, Texas, filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 11-35630) on Sept. 2, 2011.
Judge Barbara J. Houser presides over the case.  TCI Luna Ventures
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Craig Landress,
vice president.

TCI Courtyard, a hotel company, filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 11-34977) on Aug. 1, 2011.  TCI
Courtyard estimated assets of up to $10 million and debts of
up to $50 million.


TCI LUNA: Sec. 341 Creditors' Meeting Set for Sept. 28
------------------------------------------------------
The U.S. Trustee for the Northern District of Texas will convene a
Meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of TCI Luna Ventures, LLC, on Sept. 28, 2011, at
9:15 a.m. at Dallas, Room 976.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so. The meeting
may be continued and concluded at a later date without further
notice. The court, after notice and a hearing, may order that the
United States trustee not convene the meeting if the debtor has
filed a plan for which the debtor solicited acceptances before
filing the case.

Proofs of Claim are due by Dec. 27, 2011.

The Debtor's schedules of assets and liabilities are due Sept. 16.

                       About TCI Luna Ventures

TCI Luna Ventures, LLC, in Dallas, Texas, filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 11-35630) on Sept. 2, 2011.
Judge Barbara J. Houser presides over the case.  Eric A. Liepins,
P.C., serves as the Debtor's Chapter 11 counsel.  TCI Luna
Ventures estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.  The petition was signed by
Craig Landress, vice president.

TCI Courtyard, a hotel company, filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 11-34977) on Aug. 1, 2011.  TCI
Courtyard estimated assets of up to $10 million and debts of
up to $50 million.


TERRESTAR CORP: Court to Consider Plan Outline on Sept. 19
----------------------------------------------------------
The Honorable Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York will consider on Sept. 19, 2011, the
adequacy of the disclosure statement explaining the proposed plan
of TerreStar Corporation and eight of its debtor affiliates.

The Disclosure Statement dated Aug. 3, 2011 explains the joint
plan of reorganization the TSC Debtors filed on July 22, 2011.

Copies of the Plan Documents are available for free at:

         http://bankrupt.com/misc/Terrestar_Corp_Plan.pdf
          http://bankrupt.com/misc/Terrestar_Corp_DS.pdf

As previously reported by The Troubled Company Reporter on
Aug. 12, 2011, the Disclosure Statement reveals that holders of
$4.32 million in bridge loan claims against TSC and TerreStar
Holdings Inc. will recover 98% of their claims.  Holders of
$35 million to $165 million in general unsecured claims against
TSC and TerreStar Holdings will have a 100% recovery through the
receipt of notes and new preferred stock.  Holders of general
unsecured claims against the other TSC Debtors (aggregating $105
million to $108 million for each Debtor) will have a 0% to 100%
recovery (with the payment in the form of cash or equity in the
reorganized entity).  Holders of Preferred Series A and Series B
TSC Interests aggregating $318.5 million will recover 4.3% to
45.1%, with each holder receiving its pro rata share of the new
common stock of reorganized TSC.  Existing equity interests in TSC
will be cancelled and holders of those interests will receive no
distributions.

The Plan also provides for the issuance of New Common Stock, New
Preferred Stock, and New TSC Notes.  On the Plan Effective Date,
the Reorganized Debtors will become private, nonreporting
companies, and the Plan Securities will be not be registered or
listed on any national securities exchange.

                       Elektrobit Objects

In court papers, Elektrobit Inc. asserts that the Disclosure
Statement should not be approved until and unless it is revised to
provide an explanation to creditors for what appears to be an
overnight transfer of wealth, as of the Effective Date, from TSC's
unsecured creditors to a group of TSC's equity holders of not less
than $36 million.

Elektrobit complains that the Disclosure Statement lacks adequate
information and/or discussion regarding:

  -- non-debtor TerreStar 1.4 Holdings LLC;

  -- the reasons why the TSC Debtors delayed filing their Chapter
     11 cases;

  -- the proposed Exit Facility;

  -- the consistent amount of unsecured claims against TSC's
     estate;

  -- the TSC Debtors' "disputes" involving two large unsecured
     claims by Elektrobit and Sprint; and

  -- the terms of the New TSC Notes and new preferred stock.

Elektrobit, an engineering and manufacturing company in the
telecommunications industry, has asserted a $27.8 million general
unsecured claim against TSC.

             About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.


TERRESTAR CORP: Shareholder Questions Akin Gump's Objectivity
-------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that TerreStar Corp.
shareholder Mohawk Capital LLC objected to the Company's
disclosure statement Friday, saying it undervalued assets and that
attorneys at Akin Gump Strauss Hauer & Feld LLP were too involved
with an affiliate to objectively handle the proceedings.

                      About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


THORNBURG MORTGAGE: Judge Approves $94 Million Barclays Suit
------------------------------------------------------------
Alex Ortolani at Bankruptcy Law360 and Patrick Fitzgerald, writing
for Dow Jones' Daily Bankruptcy Review, report that that U.S.
District Judge Ellen Liptor Hollander ruled that the trustee for
Thornburg Mortgage Inc. can continue with a $94 million suit
against Barclays Capital Inc.

Law360 relates that Judge Hollander rejected an appeal from
Barclays to dismiss a suit filed by Thornburg, renamed TMST Inc.,
claiming the bank breached a contract with the mortgage lender
when it undervalued mortgage-backed securities being used as
collateral in order to make higher margin calls.

Dow Jones' Daily Bankruptcy Review reports that District Judge
Ellen Lipton Hollander of the U.S. District Court in Baltimore
ruled that Joel I. Sher, the court-appointed trustee overseeing
the liquidation of Thornburg Mortgage Inc., can sue Barclays
Capital Inc., the investment-banking division of British bank
Barclays PLC, over allegations that the bank made improper margin
calls that helped drive the mortgage lender into bankruptcy.  The
District Court dismissed, however, the trustee's claim that the
bank acted in bad faith.  Mr. Sher seeks at least $94 million over
the margin calls and subsequent seizure and sale of the mortgage-
backed securities that Thornburg financed through BarCap.

Dow Jones relates BarCap denied acting improperly and had sought a
dismissal of the lawsuit.  Dow Jones says BarCap spokeswoman
Kerrie-Ann Cohen declined to comment on the ruling.

The lawsuit is JOEL I. SHER Chapter 11 Trustee for TMST, Inc.
f/k/a Thornburg Mortgage, Inc. Plaintiff, v. BARCLAYS CAPITAL,
INC. Defendant, Civil No.-ELH-11-01982 (D. Md.).  A copy of the
District Court's Sept. 7, 2011 memorandum opinion is available at
http://is.gd/W8ZUW4from 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.

Dow Jones notes the Thornburg Trustee seeks $71 million from
Goldman for what he says was the improper seizure of mortgage-
backed securities that Thornburg had pledged to Goldman as
collateral.

The banks have denied wrongdoing.

                     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: Deposition in Receivership Case Uncertain
-------------------------------------------------------
Sheena Harrison at the Toledo Blade reports that parties in the
Tony Packo's Inc. receivership case are fighting over whether to
move forward with court depositions scheduled by Robin Horvath,
the company's co-owner and chief operating officer.

Mr. Horvath has been fighting Tony Packo III, executive vice
president, and Tony Packo, Jr., company president, for control of
the Toledo restaurant chain since last August, according to Toledo
Blade.   The report relates that Mr. Horvath owns half of the
family business, while the Packos jointly own the other 50
percent.

According to filings in Lucas County Common Pleas Court, Mr.
Horvath's attorney had scheduled depositions that were to take
place this month for the Packos, as well as Controller Cathleen
Dooley and Thomas Killam, who is the former corporate attorney for
the business, Toledo Blade says.   The report discloses that
filings tell the parties that they are to bring copies of
documents and materials that detail, among other things,
employment agreements for the Packos and funds paid to them by the
company.

Toledo Blade notes that Mr. Horvath has accused the Packos in
court of misspending company funds, which the Packos have denied.
His attorney is seeking information to respond to a motion from
the Packos that would dismiss Mr. Horvath's civil lawsuit against
them, the report says.

Opposing attorneys in the case have sought to delay or prevent the
depositions from moving forward with the Packos, Ms. Dooley, and
Mr. Killam, in part because of scheduling conflicts,
confidentiality issues, and issues with the amount of information
that Mr. Horvath has requested, according to filings, Toledo Blade
relates.

The possibility of appointing a "special master," which is an
attorney or judge who would referee depositions in the case, was
raised during a hearing in front of Judge Gene Zmuda.

The East Toledo, Ohio company, with area restaurants that serve
its well-known Hungarian hot dogs and chili sauce, continues to
operate during the litigation, the report adds.


TRANSWEST RESORT: Can Use Cash Collateral Until Dec. 1
------------------------------------------------------
Judge Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized Transwest Resort Properties, Inc.,
and its debtor affiliates to use cash collateral until December 1,
2011.

A full-text copy of the Cash Collateral Order with the Budget is
available for free at http://ResearchArchives.com/t/s?76e7

                   About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., and Elizabeth S.
Fella, Esq., at Quarles & Brady LLP, in Tucson, Ariz., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at up to $50,000 and debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on Nov. 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Hundley & Company,
LLC, serves as financial restructuring and interest rate experts,
and Hospitality Real Estate Counselors as valuation consultant and
expert.  Transwest Hilton Head Property estimated assets at
$10 million to $50 million and debts at $100 million to
$500 million.  Transwest Tucson Property estimated assets at
$50 million to $100 million and debts at $100 million to
$500 million.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors on Dec. 15, 2010.


USG CORP: Fitch Downgrades Issuer Default Rating to 'B-'
--------------------------------------------------------
Fitch Ratings has downgraded USG Corporation's Issuer Default
Rating (IDR) to 'B-' from 'B'.  The Rating Outlook remains
Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.

USG currently has $923 million of liquidity comprised of $402
million of cash, $323 million of short-term and long-term
marketable securities and $198 million of availability under its
U.S. and Canadian revolving credit facilities.  However, a weak
operating environment over the next 12 - 18 months will likely
result in continued losses and negative free cash flow (FCF) for
the company, thereby eroding its currently solid liquidity
position.  Fitch currently projects USG's overall liquidity to be
between $650 million and $700 million by year-end 2012.  Should
the depressed level of housing starts and weak new non-residential
construction spending persist beyond 2012, USG's liquidity could
deteriorate further and lead to additional negative rating
actions.

The rating for USG also reflects the company's leading market
position in all of its businesses, strong brand recognition, its
large manufacturing network and sizeable gypsum reserves.  Risks
include the cyclicality of the company's end-markets, excess
capacity currently in place in the U.S. wallboard industry,
volatility of wallboard pricing and shipments and the company's
high leverage.

USG markets its products primarily to the construction industry,
with approximately 22% of the company's 2010 net sales directed
toward new residential construction, 22% derived from new non-
residential construction, 54% from the repair and remodel segment
(commercial and residential) and 2% from other industrial
products.

In the past, earnings stability in the building materials segment
has been driven by end-market diversification - historically,
weakness in residential demand has been largely offset by
commercial/industrial strength and/or repair and remodel spending.
This has not been the case during the past few years, wherein most
of USG's end-markets were in decline simultaneously although at
different stages of correction.

The housing recovery has been irregular so far and to date rather
anemic. In 2011, total housing starts should edge down
approximately 2.8% to 571,000.  Single-family starts should fall
roughly 13.1% to 409,000.  In a somewhat stronger economy with
less distressed home sales competition and less competitive rental
cost alternatives, but moderately higher mortgage rates, total
housing starts should improve nearly 7.2%, while single-family
housing starts increase 6.1% in 2012.  Fitch currently projects
home improvement spending to increase 3% in 2011 and to grow 4% in
2012.  The gradual improvement in the economy and moderately
better housing market conditions could provide the catalyst for a
slightly more robust increase in spending for remodeling projects
next year.

New commercial construction started to weaken early in 2009 and
that pattern continued and intensified in 2010.  Commercial
construction is projected to decrease further this year.  Fitch
currently projects private non-residential construction spending
(as measured by the Census Bureau) to decline 8% in 2011 before
moderately increasing by 5% in 2012.

While Fitch is currently projecting some improvement in the
construction sector next year, this level of activity is unlikely
to result in much of an improvement in wallboard demand and
industry capacity utilization rates.  Within this environment,
selling price increases for its gypsum wallboard product may be
challenging.  However, certain manufacturers such as USG may gain
some traction with selective price increases associated with
innovative new products, such as its ultra-light wallboard panels.

Fitch has downgraded the following ratings for USG with a Negative
Outlook:

  -- IDR to 'B-' from 'B';
  -- Secured bank credit facility to 'BB-/RR1' from 'BB/RR1';
  -- Senior unsecured guaranteed notes to 'B+/RR2' from 'BB/RR1';
  -- Senior unsecured notes to 'CCC/RR5' from 'B-/RR5';
  -- Convertible senior unsecured notes to 'CCC/RR5' from 'B-
/RR5'.

Fitch's Recovery Rating (RR) of 'RR1' on USG's $400 million
secured revolving credit facility indicates outstanding recovery
prospects for holders of this debt issue.  Fitch's 'RR2' on USG's
$650 million of unsecured guaranteed notes indicates superior
recovery prospects. (The $650 million unsecured notes are
guaranteed on a senior unsecured basis by certain of USG's
domestic subsidiaries.)  Fitch's 'RR5' on USG's senior unsecured
notes that are not guaranteed by the company's subsidiaries
indicates below average recovery prospects for holders of these
debt issues.  Fitch applied a liquidation analysis for these RRs.


VITAMINSPICE INC: Hearing on Involuntary's Dismissal Today
----------------------------------------------------------
The Hon. Magdeline D. Coleman of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania will convene a hearing on
Oct. 14, 2011, at 11:00 a.m., to consider VitaminSpice, Inc.'s
motion to dismiss the involuntary petition and lift the automatic
stay pending adjudication of the motion.

The Alleged Debtor has asked the Court to dismiss the involuntary
petition on several independent grounds, among other things:

   -- the petition is a bad-faith filing aimed at preempting
   several pending cases and avoiding the consequences of
   misconduct committed by the supposed creditors, including Jehu
   Hand, who actually was VitaminSpice's counsel before he turned
   on the company;

   -- it is based on numerous falsities and misrepresentations,
   the alleged debts are baseless, manufactured with false
   statements and total mischaracterizations of the facts and the
   parties' relationships; and

   -- it is focused on strategic and tactical maneuvers rather
   than a legitimate request by real creditors.

The Alleged Debtor also asked that the Court award the Debtor its
attorneys' fees and costs, and set a hearing to determine the
Debtor's compensatory and punitive damages.

                        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.

The company makes vitamin- and antioxidant-infused spices as food
and dietary supplements.


WACO HOLDINGS: Scaffolding Installer Files for Ch. 11 to Sell Biz
-----------------------------------------------------------------
Waco Holdings Inc., a designer and installer of scaffolding, filed
a Chapter 11 petition (Bankr. N.D. Ohio Case No. 11-17843) on
Sept. 9 in Cleveland.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, for a
sale of the business to competitor North American Scaffolding Inc.
North American acquired the first-lien debt that has an
outstanding balance of $13.7 million.

Cleveland-based Waco has operations in five states. The loss of
$2 million on the bankruptcy of the uncompleted 63-story hotel in
Las Vegas owned by Fontainebleau Las Vegas LLC precipitated the
first default on secured debt.  Waco's revenue in 2010 was $36.7
million.


WASHINGTON MUTUAL: Fights Investors Over $337MM in Asset Claims
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Washington Mutual
Inc. squared off in Delaware bankruptcy court Monday with a class
of investors challenging the company's treatment of certain
securities as equity rather than debt in its reorganization plan,
with $337 million hanging in the balance.

According to Law360, the investors, led by hedge fund Nantahala
Capital Partners LP, lodged an adversary class action against the
bankrupt holding company in 2010, crying foul at WMI's attempt to
transfer the litigation recoveries upon which the securities known
as litigation tracking warrants are based to JPMorgan Chase Bank
N.A.

                      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.


WESTERN COMMUNICATIONS: Seeks to Access BofA's Cash Collateral
--------------------------------------------------------------
Western Communications, Inc., asks the United States Bankruptcy
Court for the District of Oregon for (a) an emergency order
authorizing it to use cash collateral on a temporary basis until a
final hearing can be held, and (b) a final order authorizing use
of cash collateral during the pendency of its bankruptcy case.

Albert N. Kennedy, Esq., at Tonkon Torp LLP, in Portland, Oregon -
- al.kennedy@tonkon.com -- relates that in late 2008/early 2009,
the Debtor's lender, Bank of America, N.A., declared the Debtor in
default of financial covenants set forth in its loan documents,
and in June 2009, the Debtor entered into a forbearance agreement
with BofA, and continued to operate under the forbearance
agreement until June 23, 2011.  The Debtor made all scheduled
payments to BofA through June 30, 2011.

BofA claims a security interest in substantially all of the
Debtor's personal property and in certain real property.  To
preserve and maintain the assets of the bankruptcy estate and to
preserve the value of the Debtor as a going concern, Mr. Kennedy
asserts that the Debtor requires the use of BofA's cash collateral
pursuant to a proposed 13-week Cash Collateral budget, a copy of
which is available for free at:

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

Mr. Kennedy contends that without the use of the Cash Collateral,
the Debtor has insufficient funds to meet its expenses and other
payments set forth in the Budget.  He adds that that Debtor has an
immediate need to use BofA's Cash Collateral to pay its vendors,
employees, benefit plans, and ongoing operating expenses.

To provide adequate protection to BofA, the Debtor proposes that
BofA be granted a replacement security interest in and lien upon
the Debtor's assets generated or acquired postpetition of the same
kind as were subject to BofA's lien on the Petition Date.  The
Debtor believes the going concern value of the assets securing the
indebtedness owing to BofA exceeds the amount of the indebtedness
owing to BofA.

                  BofA Reserves Rights to Object

BofA tells the Court that it does not object to the Debtor's
proposed budget.  Because the Debtor has scheduled a hearing on
the Cash Collateral Motion on a shortened time, BofA has not yet
been able to address certain issues with the Debtor's counsel,
although BofA anticipates several, if not all, of those issues may
be resolved prior to the hearing, Brad A. Goergen, Esq., at Graham
& Dunn PC, in Seattle, Washington -- bgoergen@grahamdunn.com --
says on behalf of BofA.

In the event no resolution is reached, BofA asks that the Court
require certain modifications or clarifications to the Debtor's
Proposed Order, including these:

   -- the Debtor should not be allowed to exceed the budgeted
      amount for any line item in the Budget, and the total
      budgeted amount, by more than 5% without the prior written
      consent of BofA or prior Court approval;

   -- the specified date for the expiration of the Debtor's
      authority to use Cash Collateral should be November 27,
      2011;

   -- the term "Prepetition Collateral" should be expressly
      defined so as to avoid any ambiguity as to the meaning and
      effect of the proposed language;

   -- the language concerning the priority of BofA's "Replacement
      Lien" should be expanded to include that with respect to
      the collateral encumbered by prepetition liens in favor of
      BofA, BofA's Replacement Lien will have the same priority
      as its prepetition liens in any property or assets acquired
      by the Debtor postpetition of the same nature or type;

   -- additional language should be added modifying the automatic
      stay so that BofA may, if it elects to do so, perfect its
      Replacement Lien under applicable nonbankruptcy law; and

   -- the Proposed Order should include language allowing BofA to
      access its real property collateral for the purposes of
      inspecting and appraising the real property.

                  About Western Communications

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  Headquartered in
Bend, Oregon, Western Communications is a small market newspaper,
niche publishing, printing and digital media company with
publications spread throughout Oregon (six publications) and
California (two publications).  The Company produces and publishes
the Bend Bulletin, the Baker City Herald, the La Grande Observer,
the Redmond Spokesman, the Brookings Curry Coastal Pilot, the
Crescent City Daily Triplicate, and the Sonora Union Democrat.
The Company also publishes the Central Oregon Nickel Ads in Bend,
Oregon.

Western Communications filed for Chapter 11 bankruptcy (Bankr.
Ore. Case No. 11-37319) on Aug. 23, 2011.  Albert N. Kennedy,
Esq., and Michael W. Fletcher, Esq., at Tonkon Torp LLP serve as
the Debtor's bankruptcy counsel.  The Zinser Law Firm, P.C., and
Davis Wright Tremaine LLP serve as the Debtor's special purpose
counsel, while Grove, Mueller & Swank, P.C., serves as
accountants.  The Debtor scheduled $10 million to $50 million in
assets and debts.  The petition was signed by Gordon Black,
president.


WESTERN COMMUNICATIONS: Wants Until Sept. 20 to File Schedules
--------------------------------------------------------------
Western Communications, Inc., asks the United States Bankruptcy
Court for the District of Oregon for a two-week extension of time
within which to file its schedules of assets and liabilities and
statement of financial affairs, through Sept. 20, 2011.

Albert N. Kennedy, Esq., at Tonkon Torp LLP, in Portland, Oregon,
tells Judge Elizabeth L. Perris that the Debtor is working
diligently to accurately complete its Schedules and Statement.  He
contends that the sought extension should not cause prejudice to
any party.

                  About Western Communications

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  Headquartered in
Bend, Oregon, Western Communications is a small market newspaper,
niche publishing, printing and digital media company with
publications spread throughout Oregon (six publications) and
California (two publications).  The Company produces and publishes
the Bend Bulletin, the Baker City Herald, the La Grande Observer,
the Redmond Spokesman, the Brookings Curry Coastal Pilot, the
Crescent City Daily Triplicate, and the Sonora Union Democrat.
The Company also publishes the Central Oregon Nickel Ads in Bend,
Oregon.

Western Communications filed for Chapter 11 bankruptcy (Bankr.
Ore. Case No. 11-37319) on Aug. 23, 2011.  Albert N. Kennedy,
Esq., and Michael W. Fletcher, Esq., at Tonkon Torp LLP serve as
the Debtor's bankruptcy counsel.  The Zinser Law Firm, P.C., and
Davis Wright Tremaine LLP serve as the Debtor's special purpose
counsel, while Grove, Mueller & Swank, P.C., serves as
accountants.  The Debtor scheduled $10 million to $50 million in
assets and debts.  The petition was signed by Gordon Black,
president.


WESTERN COMMUNICATIONS: Sec. 341 Creditors Meeting on Sept. 30
--------------------------------------------------------------
The United States Trustee for Region 18 will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341 in the bankruptcy case of
Western Communications, Inc., on Sept. 30, 2011, at 1:30 p.m. at
the Office of the U.S. Trustee, at Room 223, 620 SW Main Street,
Suite 213, in Portland, Oregon.

Deadline for filing proofs of claim is on Dec. 29, 2011.

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.

The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date without further
notice.

                  About Western Communications

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  Headquartered in
Bend, Oregon, Western Communications is a small market newspaper,
niche publishing, printing and digital media company with
publications spread throughout Oregon (six publications) and
California (two publications).  The Company produces and publishes
the Bend Bulletin, the Baker City Herald, the La Grande Observer,
the Redmond Spokesman, the Brookings Curry Coastal Pilot, the
Crescent City Daily Triplicate, and the Sonora Union Democrat.
The Company also publishes the Central Oregon Nickel Ads in Bend,
Oregon.

Western Communications filed for Chapter 11 bankruptcy (Bankr.
Ore. Case No. 11-37319) on Aug. 23, 2011.  Albert N. Kennedy,
Esq., and Michael W. Fletcher, Esq., at Tonkon Torp LLP serve as
the Debtor's bankruptcy counsel.  The Zinser Law Firm, P.C., and
Davis Wright Tremaine LLP serve as the Debtor's special purpose
counsel, while Grove, Mueller & Swank, P.C., serves as
accountants.  The Debtor scheduled $10 million to $50 million in
assets and debts.  The petition was signed by Gordon Black,
president.


WESTERN COMMUNICATIONS: Taps Tonkon Torp as Ch. 11 Counsel
----------------------------------------------------------
Western Communications, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to employ Tonkon Torp
LLP as Chapter 11 counsel for the Debtor.

As counsel, Tonkon Torp will advise the Debtor of its rights,
powers and duties as a debtor and debtor-in-possession, take all
actions necessary to protect and preserve the Debtor's bankruptcy
estate, prepare all necessary applications, motions, responses,
notices and other papers, and advise the Debtor with respect to,
and assist in the negotiation and documentation of, financing
agreements, debt and cash collateral orders, and related
transactions, among other tasks.

The Debtor will compensate Tonkon Torp on an hourly basis in
accordance with its ordinary and customary hourly rates:

   Attorney Name          Status          Hourly Rate
   -------------          ------          -----------
   Albert N. Kennedy      Partner             $450
   Michael W. Fletcher    Partner             $325
   Spencer Fisher         Paralegal           $125
   Leslie Hurd            Legal Asst/          $90
                          Paralegal

Tonkon Torp's compensation and reimbursement of expenses will be
paid by the Debtor as administrative expenses.

Within the 12-month period preceding the Petition Date, Tonkon
Torp received retainers on behalf of Debtor in the total amount of
$110,000.  Prior to the filing of the bankruptcy petition, Tonkon
Torp applied a portion of the retainer balance for prepetition
services and the Chapter 11 filing fee.  The remaining balance is
held as a retainer.

Mr. Kennedy, a partner at Tonkon Torp, attests that his firm has
no connections with the Debtor, its creditors, any party-in-
interest, their attorneys and accountants or the United States
Trustee.

                  About Western Communications

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  Headquartered in
Bend, Oregon, Western Communications is a small market newspaper,
niche publishing, printing and digital media company with
publications spread throughout Oregon (six publications) and
California (two publications).  The Company produces and publishes
the Bend Bulletin, the Baker City Herald, the La Grande Observer,
the Redmond Spokesman, the Brookings Curry Coastal Pilot, the
Crescent City Daily Triplicate, and the Sonora Union Democrat.
The Company also publishes the Central Oregon Nickel Ads in Bend,
Oregon.

Western Communications filed for Chapter 11 bankruptcy (Bankr.
Ore. Case No. 11-37319) on Aug. 23, 2011.  The Zinser Law Firm,
P.C., and Davis Wright Tremaine LLP serve as the Debtor's special
purpose counsel, while Grove, Mueller & Swank, P.C., serves as
accountants.  The Debtor scheduled $10 million to $50 million in
assets and debts.  The petition was signed by Gordon Black,
president.


WOLF MOUNTAIN: Needs Access to $500,000 DIP Financing
-----------------------------------------------------
Wolf Mountain Resorts, LC, seeks authority from the United States
Bankruptcy Court for the Central District of California to obtain
postpetition financing on a superpriority administrative status.

David S. Kupetz, Esq., at SulmeyerKupetz, in Los Angeles,
California, asserts that throughout the pendency of its bankruptcy
case, the Debtor needs to ensure it will have sufficient funds to
pay the professional fees and costs associated with restructuring.
He adds that the Debtor wishes to provide assurance to its
employed professionals and experts that their fees and expenses
will be paid.

Because it does not currently have any cash, the Debtor requires
debtor-in-possession financing to fund retainers and other pre-
confirmation expenses, Mr. Kupetz contends.  He notes that the
Debtor's sole member, Canyon Mountain Partners, LLC, has agreed to
advance to the Debtor the funding necessary to administer the case
prior to confirmation of a Chapter 11 plan, and has advanced
certain funds to the Debtor.

The Parties' DIP Agreement provides that, at the Lender's
discretion, the Lender may loan and the Debtor may borrow up to
$500,000 to fund the Debtor's operational expenses.

The proposed DIP Loan will be afforded "superpriority"
administrative status, and bears a reasonable 2% interest rate.
The Debtor will not be required to pay interests until the
maturity date of the DIP Loan, which is the earlier of December
2012, the confirmation of a plan or the occurrence of an event of
default.  At its discretion, the Lender may convert the amounts
outstanding under the DIP Loan into equity of a reorganized
Debtor.

These are the Events of Default under the DIP Agreement:

   -- The Debtor's failure to pay the principal of or interest on
      the amount owed by the Debtor to the Lender when due, or
      within 10 days thereafter;

   -- The appointment in the case of a trustee or any examiner
      having expanded powers;

   -- The Chapter 11 case is dismissed; and

   -- Any party proposes a plan of reorganization for the Debtor
      without the lender's prior consent, or any plan of
      reorganization that has not been approved by the Lender is
      confirmed by the Court.

                           Objections

The United State Trustee and creditor ASC Utah, LLC, filed
separate objections to the DIP Motion.

Even a cursory review of the terms of the proposed DIP Loan,
reveals that it is, at best, a disguised capital contribution that
implicates important plan issues and, accordingly, should be
evaluated in that context, Gary E. Klausner, Esq., at Stutman,
Treister & Glatt, P.C., in Los Angeles, California --
gklausner@stutman.com -- tells the Court of behalf of ASCU.

The DIP Motion reveals for the first time that instead of funding
the Debtor's "operations" as Canyon Mountain represented to the
Court that it would do, it advanced $175,000 to various law firms
and professionals that the Debtor retained without prior court
approval, Mr. Klausner contends.  He alleges that the DIP Motion
attempts to retroactively convert those Canyon Mountain advances
into to a DIP Loan with superpriority administrative expense
priority.  He argues that retroactive approval of postpetition
financing is simply not authorized or justified under the
circumstances.

Mr. Klausner also alleges that the true nature and purpose of the
DIP Loan is revealed in the Debtor's disclosure statement and
Chapter 11 plan of reorganization, which provides that Canyon
Mountain's DIP Loan will convert into the "new equity" of the
Debtor in an unseemly attempt to lock up control of the Debtor in
anticipation of a heated confirmation fight with ASCU.  Hence,
ASCU asks the Court to deny the DIP Motion.

Peter C. Anderson, the United States Trustee for Region 16,
contends that the proposed DIP Lender is not just an insider of
the Debtor, but also its sole equity-holding member.  He asserts
that the Debtor has not sufficiently justified or evidenced its
need to grant "superpriority" administrative expense status to
proposed Canyon Mountain.  He adds that the various "Events of
Default" appear to be 'poison pills' designed to force all
interested parties, including the U.S. Trustee, to allow the
Debtor to remain in Chapter 11 for a lengthy period of time.

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-
30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  Mark S. Horoupian, Esq., at SulmeyerKupetz, serves as
bankruptcy counsel.  Wolf Mountain Resorts estimated that both its
assets and debts measure between $100 million and $500 million.


WOLF MOUNTAIN: To Decide on Osguthorpe Lease Until Plan Approval
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended to the date of the confirmation of a plan of
reorganization the deadline to assume or reject a lease agreement
dated August 14, 1996, between Wolf Mountain Resorts, LC, and D.A.
Osguthorpe and D.A. Osguthorpe Family Partnership.

The Debtor previously asserted that it needs additional time to
fully vet the effect and repercussions of recent rulings in a
lawsuit involving the Debtor and Osguthorpe prior to any final
assumption of the Lease.

Prior to the granting of the extension, ASC Utah, LLC, asked the
Court to deny the motion because the Lease is not an unexpired
lease of nonresidential property subject to assumption or
rejection by Debtor under the Bankruptcy Code.  ASCU alleged that
the Debtor's purported need for additional time is spurious at
best.

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-
30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  David S. Kupetz, Esq., and Mark S. Horoupian, Esq., at
SulmeyerKupetz, serve as bankruptcy counsel.  Wolf Mountain
Resorts estimated that both its assets and debts measure between
$100 million and $500 million.


WOLF MOUNTAIN: Court Denies ASC Utah's Motion to Dismiss Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has denied without prejudice the motion by ASC Utah LLC to dismiss
Wolf Mountain Resorts, L.C.'s Chapter 11 case.

The Bankruptcy also denied without prejudice the oral motion by
ASC Utah to appoint a Chapter 11 Trustee pursuant to 11 U.S.C.
Section.

The motion for relief from the automatic stay to exercise setoff
rights under Bankruptcy Code Section 553 or to seek relief in the
Utah State Courts to exercise set off rights was taken under
submission and will be disposed of by further order of the Court.

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  Mark S. Horoupian, Esq., at SulmeyerKupetz, serves as
bankruptcy counsel.  Wolf Mountain Resorts estimated that both its
assets and debts measure between $100 million and $500 million.


WOLF MOUNTAIN: Wants Plan Filing Exclusivity Until Jan. 3
---------------------------------------------------------
Wolf Mountain Resorts, L.C., asks the U.S. Bankruptcy Court for
the Central District of California to increase the period by which
the Debtor has the exclusive right to file a plan, by 120 days, to
and including Jan. 3, 2012, and the period by which the Debtor has
the exclusive right to solicit acceptance of a filed plan, by 120
days, to and including March 4, 2012.

The Debtor relates that allowing competing plans at this early
juncture, primarily when the party likely to file such a plan has
demonstrated no regard to any other party in interest in the case,
would not be in the best interest of the estate.

                    About Wolf Mountain Resorts

Waolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  Mark S. Horoupian, Esq., at SulmeyerKupetz, serves as
bankruptcy counsel.  Wolf Mountain Resorts estimated that both its
assets and debts measure between $100 million and $500 million.


XTL BIOPHARMACEUTICALS: Posts $280,000 Net Loss in 2nd Quarter
--------------------------------------------------------------
In a SEC Form 6-K dated Aug. 30, 2011, XTL Biopharmaceuticals Ltd.
attached an English translation (from Hebrew) of the Company's
interim financial statements for the three months ended March 31,
2011, as submitted on the Tel Aviv Stock Exchange.

The Company reported a net loss of $280,000 for the three months
ended June 30, 2011, compared with a net loss of $316,000 for the
same period last year.

The Company reported a net loss of $582,000 for the six months
ended June 30, 2011, compared with a net loss of $652,000 for the
same period last year.

The Company has no revenues from operations at this stage and
funds its operations from its own capital and from external
sources by way of issuing equity instruments.

The Company's balance sheet at June 30, 2011, showed
$4.7 million in total assets, $698,000 in total liabilities,
and stockholders' equity of $4.0 million.

As reported in the TCR on April 6, 2011, Kesselman & Kesselman, in
Tel-Aviv, Israel, expressed substantial doubt about XTL
Biopharmaceuticals' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that during the period ended on Dec. 31, 2010, the Company
had a loss in the amount of $1.3 million and a negative cash flow
from operating activities of $735,000.

A copy of the Form 6-K is available at http://is.gd/70yxkP

XTL Biopharmaceuticals Ltd. is engaged in the development of
therapeutics, among others, for the treatment of unmet medical
needs, improvement of existing medical treatment and business
development in the medical realm.  The Company was incorporated
under the Israeli Companies Ordinance on March 9, 1993.  The
Company owns 100% of Xtepo Ltd. and owns 100% of a U.S. company,
XTL Biopharmaceuticals Inc., which was incorporated in 1999 under
the laws of the State of Delaware.

The Company is in the planning and preparation stages for
implementing Phase 2 clinical trial of rHuEPO drug designed to
treat cancer patients with multiple myeloma.

Further, the Company has certain milestone rights in the
development of treatment for hepatitis C ("DOS") from Presidio
Pharmaceuticals Inc. ("Presidio"), a U.S. biotechnology company.


YESTERDAY'S VILLAGE: UB Properties Acquires Asset for $3.6 Million
------------------------------------------------------------------
Mai Hoang at Yakima Herald-Republic reports that UB Properties
LLC, a subsidiary of Portland-based Umpqua Bank, purchased the
underlying property of the train-car development at 1 W. Yakima
Ave. along with several neighboring properties for $3.6 million.

According to the report, Umpqua Bank was the biggest creditor
when Yesterday's Village Inc., the owners of Track 29 development,
filed for Chapter 11 bankruptcy.  As a result, the purchase by UB
Properties was outside of the bankruptcy reorganization process,
said Matt Anderton, a Yakima attorney assigned to manage Track 29
as the court-appointed trustee.

The report says Yesterday's Village is still on the hook for more
than nearly $9.7 million that it owed to Umpqua Bank at the time
it filed for bankruptcy.  Yesterday's Village had more than
$13.8 million in debt at the time it filed for bankruptcy.

Meanwhile, UB Properties LLC has acquired the ground lease with
Yesterday's Village, which is continuing to sublease the property
to tenants under the management of Anderton, the trustee, the
report notes.

Based in Yakima, Washington, Yesterday's Village, Inc., filed for
Chapter 11 Bankruptcy Protection (Bankr. E.D. Wash. Case No. 11-
01378) on March 22, 2011.  Metiner G. Kimel, Esq., at Kimel Law
Offices, represents the Debtor.  The Debtor estimated assets of
less than $50,000, and debts of between $10 million and
$50 million.


* Student Loan Defaults Rise to 8.8% in Fiscal 2009
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Education Department reported that defaults
on student loans rose to 8.8% in fiscal 2009 from 7% in fiscal
2008.  The government's statistics tend to understate the default
rate because it counts only those loans that were 270 days behind
and first came due during the fiscal year.  For loans made to
finance an education in a for-profit institution, the default rate
was higher still, at 15% for fiscal 2009. The year before, it was
11.6%.  Student loans typically cannot be discharged by filing for
bankruptcy, unless repaying the loan would prevent the bankrupt
from having a "minimal standard of living."  The default rate was
the highest since 1997. The record was 22.4% default rate in 1990.

                         Bankruptcy Filers

Ylan Q. Mui, writing for The Washington Post, reports that college
graduates are the fastest-growing group of consumers who have
filed for bankruptcy protection in the past five years, according
to a new study by a financial nonprofit, which underscores the
broad reach of the Great Recession.  The Post relates The survey
by the Institute for Financial Literacy, slated for release
Tuesday, found that the percentage of debtors with a bachelor's
degree rose from 11.2% in 2006 to 13.6% in 2010.  The group
tracked similar but smaller increases in consumers with two-year
associate and graduate degrees.  Meanwhile, the percentage of
debtors with a high school diploma or who did not finish college
declined.

The Post also notes that over the past five years, the number of
consumers filing for bankruptcy between ages 18 and 34 has fallen
31.  Meanwhile, the number of people 55 and older, who have less
time to recover financially, has jumped 25%.

The Post relates the group surveyed more than 50,000 consumers who
participated in its credit counseling or financial education
courses, a requirement for those seeking bankruptcy protection.
They account for roughly 3% of bankruptcies filed in 2010.


* Years of Borrowing Have Pennsylvania Capital Dodging Default
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that like homeowners who used
their houses as piggy banks by refinancing over and over before
the real-estate market crashed, Harrisburg, Pa., now is desperate
to avoid financial collapse.


* Debevoise Welcomes Bankruptcy Pro Labovitz From Kirkland
----------------------------------------------------------
Debevoise & Plimpton LLP announced that M. Natasha Labovitz has
joined the firm as a partner in its New York office and a member
of the firm's Bankruptcy and Restructuring Group.  Ms. Labovitz is
a seasoned corporate restructuring practitioner and brings
significant financial restructuring experience and legal skills to
Debevoise, further strengthening the firm's highly ranked
practice.  She has particular expertise as debtor's counsel,
having acted as lead debtor counsel in several of the largest
chapter 11 cases filed in recent years, including Chemtura
Corporation and TOUSA, Inc.

Ms. Labovitz joins Debevoise from the New York office of Kirkland
& Ellis LLP, where she was a partner in its Restructuring Group.
She has extensive experience advising a range of clients,
including private equity firms and portfolio companies, in complex
corporate restructurings, representing debtors and creditors in
and out of bankruptcy in cross-border insolvencies across multiple
jurisdictions.  Among other recognitions, in 2010 Ms. Labovitz was
selected as one of Law360's "Rising Stars," a list of ten
bankruptcy attorneys to watch under the age of 40.

Michael W. Blair, Presiding Partner of Debevoise, said: "We are
very pleased to welcome Natasha to Debevoise. She is an
outstanding lawyer who brings a wealth of experience in all
aspects of the restructuring process. I have no doubt that she
will enhance our Bankruptcy and Restructuring Group, which is
already recognized as one of the most sophisticated and creative
teams in the business."

Ms. Labovitz said, "Debevoise brings together all of the core
elements of a successful financial restructuring practice: a solid
understanding of the market, superb restructuring lawyers,
excellent transactional and litigation practices, and most
importantly, an exceptional culture. I am honored to be joining
the firm's restructuring group, and to help the firm expand on
this already-solid platform."

Richard F. Hahn, Co-Chair of the firm's Bankruptcy and
Restructuring Group, said: "Everyone on the Debevoise bankruptcy
and restructuring team is thrilled to welcome Natasha on board.
Not only does she have deep and broad experience leading high-
profile, complex matters in and out of court and across borders,
she is also a dynamic, energetic practitioner who knows how to
work with her clients to find innovative solutions to their
restructuring needs."

Ms. Labovitz received her J.D., magna cum laude, (1996) from New
York University of Law, and her B.A., magna cum laude, (1992) from
Columbia College, Columbia University.

The Debevoise Bankruptcy and Restructuring Group represents
clients on all aspects of bankruptcy law, debtors, creditors,
controlling shareholders and investors, in out-of-court
restructurings, pre-packaged and pre-negotiated bankruptcies and
Chapter 11 cases, frequently leading cross-border matters in
multiple jurisdictions.  The Group brings to bear the significant,
diverse resources of the firm, including substantive knowledge in
corporate finance, mergers and acquisitions, employee benefits,
real estate, intellectual property, tax, capital markets and
litigation, and handles restructurings in multiple jurisdictions,
frequently confronting cross-border issues.

Debevoise & Plimpton LLP is a leading international law firm,
representing a wide range of clients in transactions and disputes
around the world. Founded in 1931, the firm has offices in New
York, Washington, D.C., London, Paris, Frankfurt, Moscow, Hong
Kong and Shanghai.


* Kenneth Freda Joins ESBA in New York as Managing Director
-----------------------------------------------------------
Executive Sounding Board Associates Inc. (ESBA) on Sept. 13
announced that Kenneth M. Freda joined the firm as a Managing
Director.  Mr. Freda brings over 30 years of experience with
bankruptcy consulting firms and federal bankruptcy organizations.
He has a strong combination of technical bankruptcy experience and
business development accomplishments.  He is based in the firm's
New York City office, where he will be responsible for practice
development and for contributing to the management of turnarounds,
workouts and bankruptcy engagements.

Prior to joining ESBA, Mr. Freda was a bankruptcy administration
services consulting professional for a settlement administration
company, where he helped build its corporate restructuring
business unit into a recognized market leader.  He also
contributed heavily to the firm's new business development effort
by identifying and responding to the needs of its diverse market,
which was comprised of counsel, advisors and other interested
parties.

Earlier in his career as a deputy clerk in the Bankruptcy Court
for the Southern District of New York, Mr. Freda managed the
clerk's office staff in the White Plains, New York divisional
office.  In addition, he supervised the large Chapter 11 cases
that were filed with the Court.  He was honored by the Clerk of
Court and the Chief Judge for creating and pioneering a training
program on electronic case filing.  Mr. Freda also served as a
bankruptcy analyst at the Office of the United States Trustee for
the Southern District of New York, where he managed administration
functions in bankruptcy cases; conducted meetings of creditors and
formed creditors' committees in Chapter 11 cases; and supervised a
panel of private Chapter 7 and Chapter 13 trustees.

"We are pleased to have Ken Freda join our team," said Marty Katz,
Founder and President of ESBA.  "Ken has built a strong foundation
in the fundamentals of the bankruptcy process and demonstrated his
ability to leverage this base to continue to build our
restructuring professional services practice.  Ken and our firm
share the view that Executive Sounding Board Associates Inc. will
provide an excellent platform from which to apply his skills and
enhance our firm's ability to continue to serve the marketplace."

Mr. Freda earned a Bachelor's Degree from St. Francis College and
a Certificate in Business Administration from St. John's
University.  He served as Education Director and Newsletter Editor
for the American Bankruptcy Institute's Court
Administration/Alternative Dispute Resolution Committee and has
been an active member of the Turnaround Management Association.

                            About ESBA

ESBA focuses its services on organizations requiring assistance in
Turnarounds, Workouts, Crisis Management, Bankruptcy
Restructuring, Corporate Finance (M & A, Refinancing, Valuation),
Government Contracting, Liquidations, Litigation Support and
Forensic Accounting.


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

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

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

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

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

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


                           *********

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 ***