TCR_Public/110916.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 16, 2011, Vol. 15, No. 257

                            Headlines

1270 EAST: Case Summary & 17 Largest Unsecured Creditors
ADVOCACY & RESOURCES: Sues Agriculture Department for Suspension
ALABAMA AIRCRAFT: Sues Boeing for Stealing Proprietary Information
ALASKA COMMUNICATIONS: S&P Keeps 'B+' But Gives Negative Outlook
AMSCAN HOLDINGS: Wells Fargo Hikes ABL Facility by $25 Million

ANDRONICO'S MARKETS: Proposes Murray & Murray as Bankr. Counsel
ANDRONICO'S MARKETS: Seeks to Hire Bailey as Financial Advisor
ANDRONICO'S MARKETS: Committee Seeks to Retain Winston as Counsel
APPALACHIAN REGIONAL: S&P Lifts Rating on Revenue Bonds to 'BB'
APPLE RUSH: Has FINRA for Restructuring, Reverse Stock Split

ARCHBOLD ELEVATOR: Case Summary & 20 Largest Unsecured Creditors
ARK DEVELOPMENT: Nothing Left to Reorganize, Seeks Dismissal
ASSOCIATED GROCERS: Bankruptcy Case Dismissed
AVANTAIR INC: To Hold Annual Meeting of Stockholders on Nov. 3
BAKERS FOOTWEAR: Files Form 10-Q, Incurs $1.5-Mil. Q2 Net Loss

BARNES BAY: Displeased Creditors Fight Chapter 11 Plan
BERNARD L. MADOFF: Customers Opposing All Trustee's Proposals
BERNARD L. MADOFF: Melvin Weiss Wants Suit Out of Bankruptcy Court
BJ'S WHOLESALE: S&P Assigns Prelim. 'B+' Corporate Credit Rating
BORDERS GROUP: Auction for IP Assets Grosses $15.8MM

BORDERS GROUP: Names Ojas Shah as Chief Financial Officer
BROTHER SONNY: Wants Access to CraneVeyor's Cash Until Dec. 31
CAMTECH PRECISION: Live Webcast Auction Scheduled for Oct. 6
CANAL BENK: Bankruptcy Filing Stays Foreclosure Sale
CANAL CAPITAL: Incurs $241,500 Net Loss in July 31 Quarter

CANO PETROLEUM: Cancels Interest Rate Swap Contract with Natixis
CAPITOL CITY: Files Form S-1; Registers 5 Million Common Shares
CAROLINA TELEPHONE: Moody's Maintains (P) Ba2 Pref. Shelf Rating
CB HOLDING: Charlie's Back on Staten Island
CENTURYLINK INC: S&P Assigns Rating to Proposed Senior Notes

CHRYSLER LLC: Dealerships Ask 2nd Circ. to Revive Suits
CLEAN HARBORS: S&P Raises Corporate Credit Rating to 'BB+'
COLE TRAVEL: Case Summary & Largest Unsecured Creditors
COLONY RESORTS: Las Vegas Hilton Facing Foreclosure After Default
CONSTAR INT'L: Relocates Business Center & Opens Executive Office

CRAWFORD FURNITURE: U.S. Trustee Forms Creditors Committee
CRYSTAL CATHEDRAL: Plan Confirmation Set for Nov. 14
CUMULUS MEDIA: FTC Waiting Period for Merger Review Ended Early
DALLAS STARS: Files for Bankruptcy to Close Sale to Gaglardi
DALLAS STARS: Case Summary &  30 Largest Unsecured Creditors

DB CAPITAL: WestLB AG Protests U.S. Trustee's Case Conversion Plea
DEL FRISCO: S&P Drops 'B' Corporate Rating at Company's Request
DOE MOUNTAIN: Files Schedules of Assets & Liabilities
DOLLAR THRIFTY: S&P Raises Rating on $231-Mil. Debt to 'BB-'
DRUG ROYALTY: Moody's Assigns 'Ba2' Corporate Family Rating

DRYSHIPS INC: Three Class A Directors Elected at Annual Meeting
EAST COAST: Has Access to Wells Fargo & First Bank Cash Collateral
ECOLAB INC: Moody's Expects to Lift Ba2' Sr. Unsec. Debt Rating
ENER 1, INC.: Inks Pact With Goldman to Restructure Senior Notes
FIDDLER'S CREEK: Quickly Consummates Confirmed Plan

FREE AND CLEAR: Attorneys Win Dismissal of Chapter 11 Case
G&S LIVINGSTON: Can Hire Accountants and Tax Attorneys
GBB2 INC: Voluntary Chapter 11 Case Summary
GENCORP INC: Taps L-3's C. Cambria as VP & Gen. Counsel
GLOBAL-TECH: Gets Notice of Non-Compliance From Nasdaq Global

GLOBALSTAR INC: Receives Nasdaq Bid Price Non-Compliance Notice
GO DADDY: Moody's Assigns 'B1' Corporate Family Rating
GP WEST: Has CPG/GS Nod for Cash Use Pending Settlement Talks
GREAT ATLANTIC: Supermarket Workers Worry Over Job Security
GREAT ATLANTIC: Seeks to Reduce DIP Loans' EBITDA Requirements

GREAT ATLANTIC: Dyer & Berens LLP Files Class Action Lawsuit
HARBOUR EAST: Court OKs Expanded Services of Kramer & Associates
HARRY & DAVID: Exits Bankruptcy in Advance of Holiday Season
HAWKER BEECHCRAFT: Moody's Lowers Corp. Family Rating to 'Caa3'
HEARUSA INC: Completes Sale of Assets to Siemens

HINGHAM CAMPUS: Sovereign Bank Withdraws Motion for Mediation
HOLDINGS OF EVANS: Hiring Shepard Plunkett as Chapter 11 Counsel
HOLDINGS OF EVANS: Sec. 341 Creditors' Meeting Set for Sept. 29
HORIZON LINES: Amends Tender Offer Statement with SEC
INFOGROUP INC: S&P Affirms 'B+', Revises Outlook to Negative

INNKEEPERS USA: Buys Time to Continue Suit Against Cerberus
JACOBS FINANCIAL: Incurs $1.3 Million Net Loss in Fiscal 2011
JAMES T BRUNSON: Case Summary & 13 Largest Unsecured Creditors
JEFFERSON, AL: Officials Want More Cuts as Bankruptcy Vote Looms
KEARSARGE HOUSE: To Remain Open While in Chapter 11

KTLA LLC: Faces No Objections to Cash Collateral Use
LAS VEGAS MONORAIL: Talks Stay Plan Hearing to Nov. 14
LEED CORP: Committee Retains C. R. Jorgensen as Counsel
M WAIKIKI: Marriott Challenges Termination of Management Deal
MACDERMID INC: S&P Raises Corporate Credit Rating to 'B'

MADISON 92: Hotel Has Examiner to Recommend on Plan
MADISON HOTEL: Lender Allows Receiver to Use Cash Collateral
MANISTIQUE PAPERS: Files Schedules of Assets & Liabilities
MARCO POLO: Strikes Loan Deal With Royal Bank of Scotland
MARKVY CORP: Wins Confirmation of Reorganization Plan

NEBRASKA BOOK: Brings Shareholders on Board With Plan
NEWPAGE CORP: Gets New Loan to Take Out Existing Revolver
NORTHERN BERKSHIRE: Panel Taps Huron Consulting as Fin'l Advisor
NORTHERN BERKSHIRE: Carl Marks OK'd as Debtors' Financial Advisor
NORTHWESTERN STONE: Bank Objects to Opitz Hiring as Broker

ODYSSEY PETROLEUM: Court Approves Third Amended Joint CH11 Plan
OILSANDS QUEST: Receives Non-Compliance Notice From NYSE
OVERLAND STORAGE: Incurs $14.5 Million Net Loss in Fiscal 2011
PEGASUS RURAL: BPC AS Wants Xanadoo Spectrum's Case Dismissed
PENN TREATY: Elkhorn Partners Discloses 5.69% Equity Stake

PERFORMA ENTERTAINMENT: Memphis to Gain Control of Beale Street
PERKINS & MARIE: Plan Up for Vote, Now Has Cash for Unsecureds
PHILADELPHIA ORCHESTRA: Orchestra and Musicians to Mediate
PHILIP KEITH: Offers $215,000 to Buy Back Condominium
PITTSBURGH CORNING: Plan Outline Hearing Resumes Sept. 20

QUINCY MEDICAL: Files Plan, Sells Assets to Steward for $34-Mill.
QUINCY MEDICAL: Wants 2nd Amendment to APA with Steward Medical
R&G FINANCIAL: FDIC Seeks 30-Day Objection Extension
RANCHO HOUSING: Wants Until Jan. 23 to File Reorganization Plan
RASER TECHNOLOGIES: Terminates Registration of Common Stock

RAVENWOOD PROPERTIES: Case Summary & 16 Largest Unsec Creditors
RENAISSANCE SURGICAL: Ch. 11 Case Reassigned to Judge Clarkson
RENAISSANCE SURGICAL: Taps South Bay as General Insolvency Counsel
REYNOLDS GROUP: S&P Affirms 'B+' Corporate Credit Rating
SCHOMAC GROUP: Court Approves Dennis Winans as Consultant

SEAHAWK DRILLING: Court Authorizes Aucoin as Claims Consultant
SEAVIEW PLACE: Has Court's Nod to Borrow $20,000 From DIP Lender
SHALAN ENTERPRISES: Wells Fargo Says Lien Not Yet Fully Paid
SHAMROCK-SHAMROCK INC: Can Access Cash Collateral Until Oct. 6
SHERIDAN GROUP: S&P Lowers Corporate Credit Rating to 'CCC+'

SOMERSET PROPERTIES: Gets 10th Interim Cash Collateral Use Order
SIRIUS INT'L: S&P Hikes Rating on Preferred Stock to 'BB+'
SOLYNDRA LLC: Final DIP Hearing Set for Sept. 27
SOLYNDRA LLC: Hearing on Pachulski Stang Hiring Set for Sept. 27
SOLYNDRA LLC: GOP Slams $535 Million Federal Loan to Solyndra

SOLYNDRA INC: Execs Snub Congressional Committee
SPANSION INC: Lowers Outlook for Sept. 25 Quarter
SPECIALIZED TECHNOLOGY: S&P Raises Corp. Credit Rating to 'BB-'
SPECTRAWATT INC: Court Sets Sept. 19 Final Cash Collateral Hearing
SPECTRAWATT INC: Court Sets Oct. 6 Sale Hearing

TAO-SAHI LP: Lender Says Cash Use Not Authorized Due to Defaults
TIB FINANCIAL: GreenBank Merges with Capital Bank
TELLICO LANDING: Seeks to Obtain $2.7MM in Additional Funding
TOWNSENDS INC: Converts Bankruptcy to Ch. 7 Liquidation
TRANSWEST RESORT: Senior Lender Wants Plan Outline Disapproved

TRANSWEST RESORT: Wants Plan Exclusivity Extended Until Dec. 31
TRI-VALLEY CORP: Posts $2.6-Mil. Net Loss in 2nd Quarter
TRILOGY INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable
TX BLACKHORSE: Disclosure Statement Hearing on Sept. 27
TX BLACKHORSE: Hearing on Case Dismissal Plea Set for Sept. 27

VEC LIQUIDATING: Taps Sullivan Hazeltine as Special Counsel
VUANCE LTD: Reports $419,000 Second Quarter Net Income
WACO HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
WASHINGTON MUTUAL: To Seek Confirmation of Modified Plan
WESTERN COMMUNICATIONS: Seeks to Hire DWT as Special Counsel

WESTERN COMMUNICATIONS: Seeks to Hire Zinser as Special Counsel
WESTERN COMMUNICATIONS: Hires Grove Mueller As Accountants
WESTERN SIERRA: Voluntary Chapter 11 Case Summary
WHITTON CORP: Wants Continued Access to BofA's and BofLA's Cash
WHITTON CORP: Hearing on GACC Stay Relief Motion Set for Oct. 7

WHITTON CORP: Wants Stipulation with First Memphis Approved
WHITTON CORP: South Tech Can Access Cash Collateral Until Oct. 31
WHITTON CORP: Hires Famco Advisory as Interest Rate Expert
WJO INC: Bucks County FBI Agents Search Doctor's Offices

* Moody's Says Defaults to Continue Decline

* Cerberus Capital Refocuses on Lower-Profile Firms After Setbacks

* Chadbourne & Parke Elects Three to Partnership
* Hilco Trading Taps Joseph Malfitano as Executive Vice President
* Hilco Trading Taps Ian S. Fredericks as Vice President

* Marc Levee ESBA Joins ESBA's New York Office as Consultant

* BOOK REVIEW: Performance Evaluation of Hedge Funds


                            *********


1270 EAST: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 1270 East Street, LLC
        Universal Enterprise LLC
        5809 16th Avenue
        Brooklyn, NY 11204

Bankruptcy Case No.: 11-22657

Chapter 11 Petition Date: September 12, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Elizabeth J. Austin, Esq.
                  Jessica Grossarth, Esq.
                  Michael Patrick Carrington, Esq.
                  PULLMAN & COMLEY, LLC
                  850 Main Street
                  P.O. Box 7006
                  Bridgeport, CT 06601-7006
                  Tel: (203) 330-2000
                  Fax: (203) 257-0993
                  E-mail: eaustin@pullcom.com
                          jgrossarth@pullcom.com
                          mcarrington@pullcom.com

Scheduled Assets: $1,818,531

Scheduled Debts: $2,684,400

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb11-22657.pdf

The petition was signed by Yisroel Rabinowitz, managing member.


ADVOCACY & RESOURCES: Sues Agriculture Department for Suspension
----------------------------------------------------------------
Bibeka Shrestha at Bankruptcy Law360 reports that Advocacy &
Resources Corp., a Tennessee nonprofit that supplied vegetable oil
to the U.S. Department of Agriculture for use both domestically
and in exports, sued the agency Tuesday, arguing it was unfairly
suspended for the actions of its bankruptcy trustee and a rogue
employee.

Advocacy & Resources -- which says it mostly employs disabled
workers who would have trouble finding jobs elsewhere -- claims
the USDA essentially shut down its business by suspending the
nonprofit in May.  The suspension caused ARC to lose 85% of its
revenue, Law360 says.

                    About Advocacy & Resources

Based in Cookeville, Tennessee, Advocacy and Resources Corporation
is a non-profit corporation that manufactured food products for
feeding programs operated by the U.S. Government.  Customers
included the U.S. Department of Agriculture, the Department of
Defense, and other private distribution firms.  The Company filed
for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 06-03067) on
June 20, 2006.  Michael E. Collins, Esq., serves as Chapter 11
Trustee.  Manier & Herod PC represents Mr. Collins.  When the
Debtor filed for chapter 11 protection, it estimated assets and
debts between $10 million and $50 million.


ALABAMA AIRCRAFT: Sues Boeing for Stealing Proprietary Information
------------------------------------------------------------------
Russell Hubbard at the Birmingham News reports that Alabama
Aircraft Industries has sued former partner Boeing Co., saying the
defense contracting behemoth won a $1.1 billion Air Force contract
by stealing proprietary information stemming from a joint venture
between the firms.  Alabama Aircraft made the allegations in a
suit filed late last week in Jefferson County Circuit Court.  A
Boeing spokesman said the suit is baseless and will be vigorously
defended.

According to the report, Boeing spokesman Forrest Gossett said
lawsuit is without merit and is a re-hash of earlier attempts to
get the KC-135 contract stripped from the Chicago-based company.
"Allegations raised by Alabama Aircraft Industries Inc. in a state
lawsuit filed on Friday against the Boeing Co. over the U.S. Air
Force KC-135 Programmed Depot Maintenance contract award are
baseless," Gossett said.  "This seems to be an attempt by Alabama
Aircraft to re-litigate claims that have already been denied after
a thorough review over a 30-month protest of the contract with the
Government Accountability Office, the U.S. Court of Federal Claims
and the U.S. Court of Appeals."

                     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, as well as its corporate
office, is located at the Birmingham International Airport.

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).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of $1
million to $10 million as of the Chapter 11 filing.


ALASKA COMMUNICATIONS: S&P Keeps 'B+' But Gives Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Anchorage-based diversified telecommunications carrier Alaska
Communications Systems Group Inc. (ACS) to negative from stable.
"At the same time, we affirmed all ratings on the company,
including the 'B+' corporate credit rating," S&P related.

"The outlook revision reflects our view that there is a one-third
or greater chance of a downgrade over the next year," said
Standard & Poor's credit analyst Allyn Arden. A combination of
these factors would cause a downgrade:

    "Our expectation for increased competition in the Alaskan
    wireless market due to the expected entrance of Verizon
    Wireless in mid-2013," S&P related.

    "Our expectation for ongoing near-term subscriber
    deterioration in the wireless business, coupled with
    residential access-line erosion in the wireline business,
    which more than offsets growth from enterprise customers," S&P
    stated.

    "Our expectation for break-even to modestly negative net free
    cash flow for the next few years, partly due to high capital
    spending and shareholder dividends," S&P related.

Verizon purchased spectrum in Alaska in August 2010 and is
required by the FCC to provide wireless services to a portion of
the Alaskan market by mid-2013. Verizon's entry could affect ACS
on two fronts. First, ACS derives about 22% of its wireless
revenue from high-margin roaming agreements, a large portion
of which comes from Verizon. Second, Verizon is a formidable
wireless competitor with a large selection of devices and services
and plans to build a Long Term Evolution (LTE) network in Alaska.

"We believe its entry into the market could result in higher churn
and pricing pressure longer term for ACS," added Mr. Arden, "and
cause a deterioration of key credit measures, including adjusted
debt to EBITDA, which is already somewhat elevated for the rating
level at 4.9x as of June 30, 2011."


AMSCAN HOLDINGS: Wells Fargo Hikes ABL Facility by $25 Million
--------------------------------------------------------------
At the request of Amscan Holdings, Inc., Wells Fargo Bank,
National Association agreed to increase its commitment by
$25,000,000 under that certain ABL credit agreement, dated as of
Aug. 13, 2010, among Amscan, Party City Holdings Inc., certain
subsidiaries of Amscan, Wells Fargo, and the lenders party
thereto.  That increase results in an aggregate commitment for
extensions of credit under the ABL Credit Agreement of
$350,000,000.

In addition, on Sept. 8, 2011, the Company entered into a second
amendment to the ABL Credit Agreement.  The Amendment, among other
things, amends the defined term "Change of Control" to provide for
a different definition following the consummation of an initial
public offering that meets certain conditions and amends the
restriction on the payment of dividends or other amounts to the
Company from its restricted subsidiaries.

A full-text copy of the Amendment No. 2 to ABL Credit Agreement is
available for free at http://is.gd/rZGpNI

                        About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture, and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

The Company's balance sheet at June 30, 2011, showed $1.73 billion
in total assets, $1.42 billion in total liabilities,
$35.76 million in redeemable common securities, and
$273.68 million in total stockholders' equity.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B'
rating after the Company stated that it will use the proceeds from
the proposed term loan facility to pay a roughly $310 million
special dividend to its equity sponsors and repay borrowings under
its existing term loan facility ($342 million outstanding as of
Sept. 30, 2010).

"The affirmation of Amscan's credit ratings reflect S&P's view
that, following payment of its debt-financed dividend payment to
its equity sponsors," said Standard & Poor's credit analyst Linda
Phelps, "it will have a highly leveraged financial risk profile
and its financial policy has become more aggressive."


ANDRONICO'S MARKETS: Proposes Murray & Murray as Bankr. Counsel
---------------------------------------------------------------
Andronico's Markets, Inc., a California corporation, also known as
Andronico's Community Markets, seek authority from the Honorable
Edward D. Jellen to employ Murray & Murray, A Professional
Corporation as its general bankruptcy counsel, effective as of the
Petition Date.

Murray & Murray will:

     * provide aid and assistance in the administration of the
       case;

     * advise the Debtor concerning its rights and
       responsibilities under the Bankruptcy Code as a debtor and
       debtor-in-possession;

     * provide the Debtor with continued representation in all
       negotiations and proceedings involving creditors and other
       parties;

     * advise the Debtor regarding sales of the Debtor's assets
       and related procedures;

     * assist the Debtor in the formulation of a Chapter 11 plan
       of reorganization and disclosure statement, and their
       approval; and

     * represent the Debtor in all other legal aspects of the
       Chapter 11 case in accordance with the powers and duties
       established by the Bankruptcy Code.

The Debtor has agreed that Murray & Murray, subject to Court
approval, will be employed under a general retainer, on an hourly
basis, with compensation for services and reimbursement of
expenses to be paid pursuant to Sections 328, 330, 331, 503, and
507 of the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, the Bankruptcy Local Rules for the U.S. Bankruptcy
Court for the Northern District of California, and the fee
guidelines promulgated by the Court.  The current hourly rates of
the Firm's attorneys are:

               John Walshe Murray          $590
               Janice M. Murray            $540
               Craig M. Prim               $510
               Stephen T. O'Neill          $470
               Robert A. Franklin          $460
               Doris A. Kaelin             $440
               Jenny Lynn Fountain         $350
               Rachel Ragni Larrenaga      $330
               Thomas T. Hwang             $310
               Law Clerks, Paralegals      $150

Attorneys' fees will be billed in minimum increments of one-tenth
of an hour, subject to periodic review and increase.

The firm had received certain advance retainers for prepetition
services rendered to the Debtor.  As of the Petition Date, there
was a credit balance in favor of the Debtor in the sum of $289,
which will be applied to postpetition services.

The Debtor also paid a security retainer of $300,000 to Murray &
Murray.  The security retainer will be deemed a client trust fund
to be held in the firm's attorney-client trust account subject to
a repayment obligation if not fully earned.  The firm will not
draw down against the Security Retainer except as authorized by
the Court.

Murray & Murray represents that it does not hold or represent an
interest adverse to the estate, is disinterested and, with the
exception of its representation of the Debtor before the Petition
Date and certain other representations, it has no connection with
the Debtor, its creditors, any other part-in-interest, their
respective attorneys and accountants, the U.S. Trustee, or any
person employed in the Office of the U.S. Trustee.

The firm can be contacted at:

          Murray & Murray
          A Professional Corporation
          19400 Stevens Creek Blvd., Suite 200
          Cupertino, California 95014-2548
          Tel: (650) 852-9000
               (408) 907-9200
          Fax: (650) 852-9244
          E-mail: jwmurray@murraylaw.com
                  rfranklin@murraylaw.com
                  jlfountain@murraylaw.com

                    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 in California.  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.  Bailey, Elizondo & Brinkman LLC serves as the
Debtor's financial and restructuring advisor.  The Official
Committee of Unsecured Creditors has tapped Winston & Strawn LLP
as its counsel.

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


ANDRONICO'S MARKETS: Seeks to Hire Bailey as Financial Advisor
--------------------------------------------------------------
Andronico's Markets, Inc., a California corporation, also known as
Andronico's Community Markets, seeks authority from the Honorable
Edward D. Jellen to employ Bailey, Elizondo & Brinkman, LLC, as
its financial advisor.

The Debtor needs a financial advisor to assist it in (i) a sale
transaction, (ii) obtaining and maintaining debtor-in-possession
financing from Renwood Andronico Lending 1, LLC, to continue its
business operations, and (iii) other matters set forth in the
engagement agreement between the parties.

The firm will:

     * advise the Debtor with regards to restructuring actions
       as it commences and prosecutes a case under Chapter 11
       of the Bankruptcy Code, including assisting in the
       preparation of the petition, motions, applications, lists,
       schedules, statements, plans, forms or any other document
       or analysis reasonable and necessary as part of the
       Chapter 11 case;

     * market the Company, and its assets, for sale, and evaluate
       the Company's strategic options including the sale or
       reorganization of the Company in the Chapter 11 case;

     * advise the Company and the Debtor's Board of Directors
       with respect to all aspects of the restructuring of the
       Company;

     * advise the Company with regards to capital structure
       including shareholder, lender, supplier, creditor, lender
       and leasing contracts or agreements, as well as
       documentation for any other significant transaction;

     * assist in the sizing and negotiations in the debtor-in-
       possession financing;

     * provide additional financial analysis as needed to support
       business decisions; and

     * meet with the Debtor's Board of Directors and other
       appropriate parties to review the Company's progress and
       clarify any issues, if necessary.

The firm will be employed on an hourly basis and will bill in
minimum increments of one-tenth of an hour pursuant to the
Guidelines.  The Debtor has agreed to reimburse the Firm for
expenses incurred.  The current hourly rate of the firm's
professionals are:

               Principals             $350
               Directors           $275 - $325
               Associates          $175 - $225
               Staff and Admin      $75 - $125

The Debtor relates that it has paid the Firm a $175,000 security
retainer.  This will be deemed a client trust fund to be held in
the firm's client trust account subject to a repayment obligation
if not fully earned.  The firm will not draw down against the
Security Retainer except as authorized by the Court.

The Debtor believes that the firm is disinterested as contemplated
in Section 101(14) of the Bankruptcy Code.  The firm represents
that it does not hold or represent an interest adverse to the
estate, is disinterested and, with the exception of its
prepretition retention by the Debtor and certain disclosed
connections, has no connection with the Debtor, its creditors, any
other party-in-interest, its attorneys and accountants, the U.S.
Trustee, or any person employed in the Office of the U.S. Trustee.

                    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.  The Official Committee
of Unsecured Creditors has tapped Winston & Strawn LLP as its
counsel.

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


ANDRONICO'S MARKETS: Committee Seeks to Retain Winston as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Andronico's
Markets, Inc., A California Corporation, aka Andronico's Community
Markets, seeks to retain Winston & Strawn LLP as its counsel,
effective as of August 26, 2011.

Winston & Strawn will:

     * provide legal advice to the Committee with respect to its
       duties and powers in this Case;

     * consult with the Committee and the Debtor concerning the
       administration of this Case;

     * assist the Committee in its investigation of the acts,
       conduct, assets, liabilities, post-petition financing, and
       financial condition of the Debtor; operation of the
       Debtor's business; the desirability of continuing or
       selling the business and assets; and any other matters
       relevant to this Case or to the formulation of a plan;

     * assist the Committee in the evaluation of claims against
       the Debtor's estate, including analysis of and possible
       objections to the validity, priority, amount,
       subordination, or avoidance of claims and transfers of
       property in consideration of these claims;

     * assist the Committee in participating in the formulation
       of a plan, including the Committee's communications with
       unsecured creditors concerning the plan and the collecting
       and filing with the Court of acceptances or rejections
       to a plan;

     * assist the Committee with any effort to request the
       appointment of a trustee or examiner;

     * advise and represent the Committee in connection with
       administrative and substantive matters arising in this
       Case, including the obtaining of credit, the sale of
       assets, and the rejection or assumption of executory
       contracts and unexpired leases;

     * appear before the Court, any other federal court, state
       court or appellate courts; and

     * perform other legal services as may be required and which
       are in the interests of the unsecured creditors.

Winston & Strawn will be paid according to its hourly rates and
reimbursed for ordinary and necessary expenses.  The firm's
customary hourly rates, subject to periodic adjustments, are:

               Partners            $580 - $1,130
               Associates          $350 - $600
               Legal assistants    $150 - $335

The Creditors Committee believes that Winston & Strawn does not
hold or represent an interest adverse to the Debtor or the
bankruptcy estate and that the Firm is a disinterested person as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be contacted at:

          David A. Honig, Esq.
          John D. Fredericks, Esq.
          Marcus O. Colabianchi, Esq.
          WINSTON & STRAWN LLP
          101 California Street
          San Francisco, California 94111-5802
          Tel: (415) 591-1000
          Fax: (415) 591-1400
          E-mail: dhonig@winston.com
                  jfredericks@winston.com
                  mcolabianchi@winston.com

                    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 the Debtor's financial and restructuring
advisor.  The Official Committee of Unsecured Creditors has tapped
Winston & Strawn LLP as its counsel.

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


APPALACHIAN REGIONAL: S&P Lifts Rating on Revenue Bonds to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BB' from 'BB-' on Kentucky Economic Development Finance
Authority's series 1997 revenue bonds, issued for Appalachian
Regional Healthcare Inc. (ARH).

"The upgrade reflects our opinion of ARH's overall financial
profile, which we consider strong for the rating, three years of
improved operating results, and strong business position as a
provider of services in a rural service area," said Standard &
Poor's credit analyst Jessica Goldman. "We don't believe a higher
rating is possible at this time because of ARH's weak balance
sheet in terms of leverage and debt burden, continued declines in
volumes, issues related to the pension, and significant debt and
capital plans," said Ms Goldman.

The stable outlook reflects Standard & Poor's expectation that
ARH's operating improvement will be sustainable given management's
expense controls and focus on items such as productivity and
collections. Standard & Poor's believes a higher rating is
possible over time if ARH at least maintains operating margins and
its balance sheet position as well as manages the new debt load
and ongoing projects. Deterioration of the balance sheet, weaker
operating results, or more additional debt than expected could
lead to a negative rating action, according to Standard & Poor's.


APPLE RUSH: Has FINRA for Restructuring, Reverse Stock Split
------------------------------------------------------------
Apple Rush Co., Inc., said it has received FINRA approval for
restructuring.  Apple Rush's Board of Directors previously
approved a recapitalization plan in order to position itself for
growth over the next twelve months.  The recapitalization plan is
designed to increase financial flexibility for Apple Rush and its
shareholders.

The Apple Rush Board approved a one thousand 1,500-1 Reverse Split
for all common shares.  This transaction will be effective as of
September 14, 2011.  The recapitalization plan allows Apple Rush
greater flexibility to utilize the assets of the Company in the
future for corporate purposes, including raising capital,
acquisitions or employee compensation, with limited dilution of
existing stockholder voting rights.  As a result of this
announcement, the stock symbol will be changed temporarily to
APRUD for a period of 20 business days after September 14, 2011.

In February 2011, Apple Rush Co., Inc., had its bankruptcy
dismissed by the United States Bankruptcy Court Northern District
of Illinois Eastern Division.  Apple Rush Co., Inc. resumed
trading on the OTC Markets under the symbol APRU.  Subsequently,
management initiated a recapitalization plan which has resulted in
a significant reduction of operating expenses and debt.

Apple Rush continues to make advancements in product development
as the new Blueberry and Black Cherry flavors were launched in the
3rd Quarter of 2010.  The new flavors are available in both
bottles and cans in all of the Company's market areas.  These
organic products contain real juice with no added preservatives.
Blueberries and Black Cherries are literally bursting with
nutrients and flavor, yet very low in calories.  Recently,
researchers at Tufts University analyzed 60 fruits and vegetables
for their antioxidant capability. Blueberries came out on top,
rating highest in their capacity to destroy free radicals.

                         About Apple Rush

Apple Rush Company, Inc. is a producer of Organic 100% Juice
Sparkling Beverages and Naturally ZERO Waters.  The company
markets its products through an extensive distribution network
nearly 30 Distributors throughout the U.S. and in foreign markets.
The Company's flagship product line of Organic Apple Rush(TM)
Sparkling Beverages currently has four mainstream flavors in glass
bottles and will introduce the waters this summer.

Apple Rush filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
11-03326) on Jan. 28, 2011.  The Company filed pro se.  The case
was dismissed in February 2011.


ARCHBOLD ELEVATOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Archbold Elevator, Inc.
        3265 County Road 24
        Archbold, OH 43502

Bankruptcy Case No.: 11-34894

Chapter 11 Petition Date: September 9, 2011

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: J. Matthew Fisher, Esq.
                  ALLEN KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 224-5988
                  E-mail: fisher@aksnlaw.com

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

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by William L. Fricke, president.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Kainos Operations, LTD.               11-34895
  See http://bankrupt.com/misc/ohnb11-34895.pdf
Henry Pig, Inc.                       11-34896
O-MI-O, Inc.                          11-34898
  See http://bankrupt.com/misc/ohnb_11-34898.pdf

Archbold Elevator's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
D&D Feed Ingredients               Trade Debt             $695,093
5025 N. Kill Road
Delphos, OH 45833

Bunge                              Trade Debt             $512,427
1200 North 2nd Street
Decatur, IN 46733

ADM                                Trade Debt             $491,875
1301 Miami Street
Toledo, OH 43605

Endres Processing                  Trade Debt             $342,489
101 East 10th Street, Suite 200
Hastings, MI 49058

Trupointe Cooperative              Trade Debt             $233,747

Carl S. Akey                       Trade Debt             $210,449

Superior Feed Ingredients          Trade Debt             $191,352

Apex                               Trade Debt             $171,310

BCDP LLC                           Trade Debt             $123,444

Bluffton Animal Clinic             Trade Debt             $118,489

Nutri-Plus                         Trade Debt              $90,145

H.J. Baker & Bros.                 Trade Debt              $88,395

North Central Companies            Trade Debt              $87,954

Poet Nutrition, Inc.               Trade Debt              $85,643

Max L. Farms                       Trade Debt              $74,900

Ingredient Resource Group          Trade Debt              $60,882

Nofziger Trucking, LLC             Trade Debt              $50,615

PIC USA, Inc.                      Trade Debt              $49,200

Windmill Swine Farms               Trade Debt              $37,808

Toledo Edison                      Trade Debt              $33,404


ARK DEVELOPMENT: Nothing Left to Reorganize, Seeks Dismissal
------------------------------------------------------------
Ark Development/Oceanview LLC asks the U.S. Bankruptcy Court for
the Southern District of Florida to dismiss its Chapter 11 case
because its creditor, Northern Trust and BB&T have obtained relief
from the automatic stay, and thus, there is nothing left to
reorganize.

A hearing is set for Oct. 4, 2011, at 10:30 a.m., at 299 E Broward
Blvd Room 301 (JKO), Fort Lauderdale, Florida, to consider the
Debtor's request.

The Debtor says the dismissal of the case is in the best interests
of its estate and its creditors.

The Debtor tells the Court that the continuation of the bankruptcy
case would cause additional, unnecessary fees and expenses.

According to the Debtor, the dismissal is a better alternative
than conversion to a case under Chapter 7 because there are no
assets for a Chapter 7 trustee to administer, conversion to a
Chapter 7 would result in significant delays to unsecured
creditors, and there would be additional Chapter 7 administrative
expenses that would be unnecessarily incurred by the estate.

                      Plan Already Filed

The Debtor has already filed a proposed Chapter 11 plan, and a
hearing on the explanatory disclosure statement (according to a
notice of an order continuing the hearing) is scheduled for Sept.
27, at 10:30 a.m.

The Plan was filed on July 18, 2011, when the secured creditors
have not yet filed their request to take over properties of the
Debtor.

The Plan proposed to grant BB&T, owed approximately $3,300,000,
(1) monthly interest only payments on the 20th of each month at a
rate of one percentage point over the prime rate, over a period of
24 months, (2) principal and interest monthly payments for the
following 36 months, amortized over 25 years at a rate of one
percentage point over prime (i.e, monthly payment of
$17,877), and (3) a balloon payment of approximately $2,887,009 at
the end of the 60 month period, or the Debtor will abandon the
property to the lender or consent to the entry of a foreclosure
judgment in favor of the lender.   Northern Trust, owed
$3,018,347, would receive payment from the proceeds of the sale of
its collateral.  A copy of the Disclosure Statement is available
at http://bankrupt.com/misc/arkdevelopment.DS.pdf

BB&T has asked the Court to deny approval of the Disclosure
Statement and dismiss the Chapter 11 case.

                     About Ark Development

Prepetition, Ark Development/Oceanview LLC owned three pieces
luxury homes in Fort Lauderdale, Florida -- at 1431 North Atlantic
Boulevard; 1427 North Atlantic Boulevard; and 1423 North Atlantic
Boulevard.  All three properties are in the final stages of the
construction process.  The Debtor estimates that the value of each
property is roughly $4 million.

Ark Development/Oceanview filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 11-20382) on April 18, 2011.  Judge John K.
Olson presides over the case.  The Debtor disclosed $12,017,522 in
assets and $11,794,591 in liabilities as of the Chapter 11 filing.

Philip J. Landau, Esq., and Lenore M. Rosetto, Esq., at Shraiberg,
Ferrara & Landau, P.A., in Boca Raton, Florida, serves as counsel
to the Debtor.

The U.S. Trustee did not appoint a committee of creditors for the
Debtor's case.


ASSOCIATED GROCERS: Bankruptcy Case Dismissed
---------------------------------------------
American Bankruptcy Institute reports that Chief Judge Louis H.
Kornreich of the U.S. Bankruptcy Court for the District of Maine
dismissed the bankruptcy case filed by the receiver of Associated
Grocers of Maine Inc. on the grounds that he did not have the
authority to commence a bankruptcy proceeding.

                      About Associated Grocers

Associated Grocers supplies independent grocers around Maine.
Associated Grocers has operated since 1953 and serves hundreds of
small grocery stores around the state.

The Associated Grocers of Maine was placed in court-ordered
receivership in April 2011, after accumulating at least $10.8
million in debt, mostly for two mortgages owed to Savings Bank of
Maine and Camden National Bank, the report recalls.

Associated Grocers of Maine filed a Chapter 11 bankruptcy petition
(Bankr. D. Maine Case No. 11-11196) on Aug. 26, 2011.  The
receiver, James C. Ebbert, filed the petition pro se.  But a
notice of appearance was filed on the Petition Date by Fred W.
Bopp III, Esq., proposed counsel of the receiver.


AVANTAIR INC: To Hold Annual Meeting of Stockholders on Nov. 3
--------------------------------------------------------------
According to a regulatory filing, the board of directors of
Avantair, Inc., has set a Nov. 3, 2011 annual meeting of
stockholders.  The board has fixed the close of business on Sept.
19, 2011, as the record date for determination of stockholders
entitled to notice of, and to vote at, the annual meeting and any
postponement or adjournment thereof.

                        About Avantair Inc.

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

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

Avantair reported a net loss of $4.0 million on $143.0 million of
revenue for the fiscal year ended June 30, 2010, compared with a
net loss of $4.5 million on $136.8 million of revenue for the
fiscal year ended June 30, 2009.

The Company's balance sheet at March 31, 2011, showed
$113.54 million in total assets, $141.72 million in total
liabilities, $14.68 million in Series A convertible preferred
stock, and a $42.86 million total stockholders' deficit.


BAKERS FOOTWEAR: Files Form 10-Q, Incurs $1.5-Mil. Q2 Net Loss
--------------------------------------------------------------
Bakers Footwear Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.58 million on $44.30 million of net sales for the
13 weeks ended July 30, 2011, compared net loss of $2.07 million
on $43.29 million of net sales for the 13 weeks ended July 31,
2010.

The Company also reported a net loss of $4.09 million on $91.31
million of net sales for the 26 weeks ended July 30, 2011,
compared with a net loss of $5.52 million on $86.81 million of net
sales for the 26 weeks ended July 31, 2010.

The Company's balance sheet at July 30, 2011, showed
$45.18 million in total assets, $55.09 million in total
liabilities and a $9.90 million total shareholders' deficit.

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

                        http://is.gd/hsHyiG

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $9.29 million on
$185.62 million of net sales for the fiscal year ended Jan. 29,
2011, compared with a net loss of $9.08 million on $185.36 million
of net sales for the year ended Jan. 30, 2010.

As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St.
Louis, Mo., expressed substantial doubt about Bakers Footwear's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years and has a significant working capital
deficiency.

                         Bankruptcy Warning

The Company noted in the Form 10-K that its ability to maintain
and ultimately improve its liquidity position is highly dependent
on sustaining the positive sales trends that began in June 2008
and have continued through April 2011.  Comparable store sales for
the last three quarters of fiscal year 2008 increased 4.7% and its
comparable store sales for fiscal years 2009 and 2010 increased
1.3% and 1.7%, respectively.  Through the first 12 weeks of fiscal
year 2011 comparable stores sales increased 10.1%.

The Company noted that net losses in recent years have negatively
impacted its liquidity and financial position.  As of Jan. 29,
2011, it had negative working capital of $8.7 million, unused
borrowing capacity under our revolving credit facility of $3.1
million, and a shareholders' deficit of $6.0 million.

The Company stated, "If positive sales trends do not continue, or
if we were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of liquidity,
or take additional cost cutting measures.  Any future financing
would be subject to our financial results, market conditions and
the consent of our lenders.  We may not be able to obtain
additional financing or we may only be able to obtain such
financing on terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities.  If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company."


BARNES BAY: Displeased Creditors Fight Chapter 11 Plan
------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that disgruntled
creditors fought to derail Barnes Bay Development Ltd.'s
Chapter 11 plan during a confirmation hearing on Wednesday,
alleging the Caribbean resort developer is discriminating against
similarly situated creditors.

According to Law360, the objecting creditors are all individuals
or companies that put down deposits on residences at the debtors'
swanky resort in Anguilla and cried foul when the plan proposed
that most would receive a 15 percent recovery and a few would get
50 percent.

                        The Chapter 11 Plan

Barnes Bay filed with the U.S. Bankruptcy Court for the District
of Delaware a second amended modified joint Chapter 11 plan of
reorganization on Aug. 19, 2011, to, among other things, address
objections raised by Roberta A. DeAngelis, U.S. Trustee for Region
3.

The Plan is being jointly proposed by the Debtors and the Official
Committee of Unsecured Creditors.

The Plan provides for the payment in full of all holders of
General Unsecured Creditors, including all trade vendors.

A redlined version of the Aug. 19 Plan is available for free at
http://ResearchArchives.com/t/s?76be

                          About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd., owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011, to facilitate the sale of the resort.
Barnes Bay disclosed $3,331,282 in assets and $481,840,435 in
liabilities as of the Chapter 11 filing.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases.  Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel.  C.R. Hodge & Associates
is the Committee's foreign counsel.  FTI Consulting, Inc., serves
as the Committee's financial advisors.


BERNARD L. MADOFF: Customers Opposing All Trustee's Proposals
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irving Picard, the trustee liquidating Bernard L.
Madoff Investment Securities Inc., can pretty much expect that
some customers will object to virtually everything he proposes.
Objections are understandable given how the trustee has filed 900
lawsuits against 5,000 customers and others.

According to the report, in early August, Mr. Picard proposed new
procedures for dealing with the document-production nightmare
created by the 900 lawsuits he filed against almost 5,000
defendants.  Several customers, themselves the targets of
lawsuits, are objecting to the idea that the trustee would give
their sensitive personal financial information to anyone else for
any reason.

The report relates that PJ Administrator LLC contends in a court
filing that Mr. Picard is attempting to abrogate confidentiality
agreements "largely for his own personal benefit."  In its filing,
Plaza Investments International Ltd. opposes vitiating the
agreements to allow what it characterizes as "broad-scale
availability of that information to persons who have no legitimate
reason for knowing it."

Customer and defendant Maxam Capital Management LLC similarly
doesn't like the idea of allowing 5,000 other defendants to have
access to its sensitive, confidential financial information.

The bankruptcy court will sort out the dispute at a Sept. 22
hearing.  The hearing originally was set for Sept. 7.  The trustee
might use the interval to work out objections.

                   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.


BERNARD L. MADOFF: Melvin Weiss Wants Suit Out of Bankruptcy Court
------------------------------------------------------------------
Bill, Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Melvin Weiss, the convicted and disbarred former
lawyer, joins the list of defendants asking a U.S. district judge
to take out of the bankruptcy court a lawsuit filed last year by
Irving Picard, the trustee liquidating Bernard L. Madoff
Investment Securities Inc.

According to the report, Mr. Weiss claims he's the only defendant
among the hundreds of Madoff lawsuits where the trustee is asking
to recover money transferred more than six years before
bankruptcy, excluding situations where the trustee claims the
defendant had a special relationship with Mr. Madoff.

Mr. Weiss says he is another of Mr. Madoff's innocent victims who
didn't know about the fraud while withdrawing more cash from the
account that he put in.

                    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.


BJ'S WHOLESALE: S&P Assigns Prelim. 'B+' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to BJ's Wholesale Club Inc.  The outlook
is stable.

"At the same time, we assigned our preliminary 'B+' issue-level
rating with a preliminary '3' recovery rating to the company's
$1.125 billion first-lien term loan. The '3' recovery rating
indicates our expectation for meaningful (50%-70%) recovery of
principal in the event of a payment default," S&P stated.

"We also assigned a preliminary 'B-' issue-level rating with a
preliminary '6' recovery rating to the company's $200 million
second-lien term loan. The '6' recovery rating indicates our
expectation for negligible (0%-10%) recovery of principal in the
event of a payment default," S&P said.

"We do not rate the company's proposed $900 million asset-based
loan (ABL) revolving credit facility, of which $465 million will
be drawn at close of the transaction," S&P related.

Leonard Green & Partners L.P. (LGP) and CVC Capital intend to use
the facilities, together with $350 million in sale leaseback
proceeds and a $630 million equity contribution, to buy BJ's for
about $2.8 billion, excluding fees and expenses.

"Preliminary ratings on BJ's reflect our expectation that the
company's strategy of focusing on necessities and lower prices
will continue to drive sales and profitability over the near
term," said Standard & Poor's credit analyst Mariola Borysiak.
This should lead to better credit metrics from those on a pro
forma basis that will characterize the company's financial risk
profile as highly leveraged.


BORDERS GROUP: Auction for IP Assets Grosses $15.8MM
----------------------------------------------------
Hilco Streambank said that the auction for the intellectual
property of Borders, which was held on September 14, 2011, in New
York City, resulted in the sale of various assets for $15,775,000.
Multiple bidders, including Barnes & Noble and Berjaya Books, each
acquired specific assets, which included a global portfolio of
trademarks, the Borders, Waldenbooks and Brentano's trade names,
Internet domain names, and the Borders.com e-commerce website.
The outcome of the auction is subject to approval by the United
States Bankruptcy Court for the Southern District of New York.  A
hearing is scheduled for September 20, 2011.

Ten bidders participated in the robust proceedings, including
booksellers, major publishing companies and internet only
retailers.  The auction included more than 50 rounds of bidding
before the winning bidders emerged.

"We are very pleased with the successful auction.  The
participants clearly recognized the significant strategic value in
the Borders name and other assets linked to the Borders customer
base, and the Borders estate benefited as a result," said Holly
Etlin, Borders Group CEO.

A separate sale process for Borders Group's Class B legacy IPV4
addresses is underway.  Interested parties should contact Hilco
Streambank and ask for Kirstin DiCecca at 781-444-4940.

                        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: Names Ojas Shah as Chief Financial Officer
---------------------------------------------------------
The Detroit News reports that turnaround specialist Ojas Shah has
been appointed chief financial officer and treasurer of Borders
Group Inc. as the Company prepares to shutter.  Mr. Shah has
served since January 2010 as a director of AlixPartners, the
turnaround firm hired to provide financial restructuring and
bankruptcy reorganization services to the Ann Arbor-based
bookseller.  His appointment took effect last Friday, according to
a Borders Group filing with the Securities and Exchange
Commission.

                       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).


BROTHER SONNY: Wants Access to CraneVeyor's Cash Until Dec. 31
--------------------------------------------------------------
Brother Sonny, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada for authorization to access the cash collateral
in which CraneVeyor Corp. asserts an interest.

The Debtor's indebtedness includes, among other things:

   1. $2,929,088 pursuant to the Standing Loan Agreement and
   Promissory Note executed with CraneVeyor Corp.

   2. $4,000,000 under the Rialto Capital loan which was
   transfered from Silver State Bank, as evidenced by a Promissory
   Note Secured By Deed of Trust, and a Deed of Trust and Security
   Agreement and Fixture Filing With Assignment of Rents.

   3. $1,326,274 pursuant to SouthwestUSA Bank Business Loan
   Agreement Promissory Note and Commercial Guaranty executed by
   The Schams Family Trust Dated June 10, 2003, and Randolph and
   Christine Schams.

The Debtor notes that Southwest has agreed to take the net
proceeds of the sale of these homes as full payment of its debt.
Accordingly, there will be no net revenue from the sale of these
homes subject to the Southwest Loan.

The Debtor will use the cash collateral until Dec. 31, 2011, or
plan confirmation, to maintain the property, for payment of
payroll and payroll service fees, utilities, maintenance of model
homes, and advertising.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant CraneVeyor replacement liens on
postpetition revenues.  The priority of this replacement lien will
be the same as its prepetition priority.

                     About Brother Sonny, LLC

Brother Sonny, LLC, in Boulder City, Nevada, is a land developer
and constructor of residential homes.  It filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-21798) on July 27, 2011.
Judge Bruce A. Markell presides over the case.  Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, serves as
bankruptcy counsel.  The Debtor disclosed $6,382,515 in assets and
$8,655,220 in liabilities as of the Chapter 11 filing.  The
petition was signed by Randolph Schams, director of Rancris, Inc.,
its manager.


CAMTECH PRECISION: Live Webcast Auction Scheduled for Oct. 6
------------------------------------------------------------
Great American Group, LLC is conducting a live webcast auction
beginning at 10 a.m. (CDT) Thursday, Oct. 6 for Camtech Precision
Manufacturing, Inc. -- an aerospace company based in Euless,
Texas.

Founded in 1989, Camtech manufactured precision parts for
aerospace and defense customers in the United States and
internationally.  Some of the items being auctioned include 2009
SNK & Makino 6 and 5 Axis CNC Machining Centers, SNK & Cincinnati
5 and 3 Axis CNC Aerospace Gantry Profilers, and many other large-
capacity precision aerospace machining, metal fabrication and
assembly equipment items.

All items will be available for inspection from 8 a.m. to 4 p.m.
(CDT) Monday, Oct. 3 through Wednesday, Oct. 5, or by appointment.

According to Sandy Feldman, a senior vice president with Great
American Group, the auction has garnered attention from potential
buyers internationally.

"Many of the machines up for auction are not widely available or
take a great deal of time to be delivered when ordered from the
manufacturers," Ms. Feldman said.  "We've received inquiries from
interested parties in India, Turkey, Japan and China, along with
the United States and other countries.  This auction is generating
a lot of interest from private companies and governments, as
well."

In addition, Great American Group is working in cooperation with
The Weitzman Group, a commercial real estate brokerage firm, to
sell more than five acres of property and two industrial buildings
previously owned and operated by the aerospace company.  Located
in Tarrant County between the cities of Dallas and Fort Worth, and
only minutes from Dallas Fort Worth International Airport and
major interstates, the primary site is 5.275 acres -- or 5.478
acres if excess land is considered.  The East and West Building
sites are 42,473 square feet and 70,000 square feet, respectively,
and both contain a mix of office and manufacturing space.

For a complete list of auction items, visit
http://www.greatamerican.com

For additional details regarding the Camtech auction, contact
Sandy Feldman at 847-444-1400 or visit
http://www.greatamerican.com

For information about the property and buildings available,
contact Larry Denisoff of The Weitzman Group at 214-954-0600 or
e-mail denisoff@weitzmangroup.com or contact Matthew Bordwin from
GA Keen Realty Advisors, a division of Great American Group, at
646-381-9222 or e-mail at mbordwin@greatamerican.com

                    About Great American Group

Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of asset disposition solutions and valuation and
appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms.  Great American
Group has offices in Atlanta, Boston, Chicago, Dallas, London, Los
Angeles, New York and San Francisco.

                     About Camtech Precision

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.  Bradley S.
Shraiberg, Esq., who has an office in Boca Raton, Florida, serve
as counsel to the Debtors.  Carlos E. Sardi, Esq., and Glenn D.
Moses, Esq., who have an office in Miami, Florida, represent the
Official Committee of Unsecured Creditors.  In its schedules,
Camtech disclosed assets of $10,977,673 and debts of $14,625,066.


CANAL BENK: Bankruptcy Filing Stays Foreclosure Sale
----------------------------------------------------
Kim Velsey at the Hartford Courant reports that attorney Eric
Rothauser says the owner of the Montgomery mill complex has filed
for bankruptcy, canceling a foreclosure sale that had been
scheduled to take place Sept. 10, 2011, and putting all
foreclosure proceedings on hold.

Canal Benk Realty filed for Chapter 11 bankruptcy on Sept. 9, the
day before the scheduled sale, said M. Rothauser, the attorney
appointed by the court to handle the sale.  Mr. Rothauser said
that filing for bankruptcy places an automatic stay on any
attempts at foreclosure or possession of the property until the
bankruptcy case is resolved.

According to the report, town officials said that it was unclear
what the filing would mean for the future of the mill -- a hulking
complex that has fallen victim to arsonists, scrap metal thieves
and graffiti taggers in the 22 years since decorative and electric
tinsel manufacturer J.R. Montgomery Co. closed its doors.

Officials say that a foreclosure sale, which the town has been
pursuing since July 2009, will not only allow Windsor Locks to
recoup the $336,081 in back taxes that Canal Benk Realty owes, but
would bring with it the possibility of redevelopment -- into
condominiums or a mixed-use development, triggering a downtown
transformation.

Attorney Thomas Fahey, the local counsel for Canal Benk, said that
he does not know what, if anything, will happen to the property
during bankruptcy proceedings, which are being handled by a
different law firm.  He said that Canal Benk had been in contact
with several interested developers since February but "they could
never strike a deal."

Brooklyn, New York-based Canal Benk Realty LLC, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 11-47731) in its hometown on
Sept. 9, 2011.  Mark A. Frankel, Esq., at Backenroth Frankel &
Krinsky LLP, in New York, serves as counsel to the Debtor.  In its
schedules, the Debtor disclosed $900,000 in assets and $2,953,076
in liabilities.


CANAL CAPITAL: Incurs $241,500 Net Loss in July 31 Quarter
----------------------------------------------------------
Canal Capital Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $241,532 on $66,244 of real estate revenues and
$259,635 of stockyard revenues for the three months ended July 31,
2011, compared with a net loss of $229,683 on $69,684 of real
estate revenues and $332,987 of stockyard revenues for the same
period during the prior year.

The Company also reported a net loss of $370,473 on $202,732 of
real estate revenues and $1.43 million of stockyard revenues for
the nine months ended July 31, 2011, compared with a net loss of
$353,856 on $216,777 of real estate revenues and $1.64 million of
stockyard revenues for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed $2.45 million
in total assets, $2.34 million in total liabilities and $110,569
in stockholders' equity.

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

                          http://is.gd/Jg1cJs

                          About Canal Capital

Port Jefferson Station, N.Y.-based Canal Capital Corporation is
engaged in two distinct businesses -- real estate and stockyard
operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of an Exchange Building (commercial office space), land and
structures leased to third parties (rail car repair shops, lumber
yards and various other commercial and retail businesses) as well
as vacant land available for development or resale.

Canal currently operates one central public stockyard located in
St. Joseph, Missouri.  Canal closed the stockyard it operated in
Sioux Falls, South Dakota in December 2009.

                        Going Concern Doubt

In its annual report on Form 10-K for fiscal year ended Oct. 31,
2010, the Company said significant factors raise substantial doubt
about the Company's ability to continue as a going concern.  "The
Company has suffered recurring losses from operations and is
obligated to continue making substantial annual contributions to
its defined benefit pension plan."

Due to financial constraints Canal's fiscal 2010 and 2009
financial statements have been presented in the Form 10-K without
benefit of independent audit.

Canal's stock is no longer listed over-the-counter on the "pink
sheets".  The stock was delisted by the SEC as a result of Canal's
filing its fiscal 2009 Form 10-K without benefit of an independent
audit.


CANO PETROLEUM: Cancels Interest Rate Swap Contract with Natixis
----------------------------------------------------------------
Cano Petroleum, Inc., executed a mutual termination letter with
Natixis providing for the termination of the three-year LIBOR
interest rate basis swap contract for $20.0 million in notional
exposure that the parties entered into on Jan. 12, 2009.  The
terms of the Interest Rate Swap provided for Cano to pay Natixis,
in three-month intervals, a fixed rate of 1.73% and for Natixis to
pay Cano the prevailing three-month LIBOR rate.

In recognition that Natixis was able to terminate the fixed price
commodity swaps due to existing events of default, including, but
not limited to, those defaults identified in the Consent and
Forbearance Agreement dated Aug. 5, 2010, among Cano, certain
guarantors, certain lenders, including Natixis, and Union Bank,
N.A., and previously disclosed on a current report on Form 8-K
filed with the SEC on Aug. 10, 2010, Cano, and Natixis agreed to
mutually and consensually terminate the Interest Rate Swap.
Pursuant to the Termination Letter, Cano also released Natixis and
its affiliates from claims related to the Interest Rate Swap, the
early termination thereof and Cano's Amended and Restated Credit
Agreement.  In connection with the termination of the Interest
Rate Swap, Cano must pay $145,500 to Natixis.

In addition to being a party to the Interest Rate Swap, Natixis is
also one of the senior lenders under Cano's Amended and Restated
Credit Agreement.

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company's balance sheet at March 31, 2011, showed
$257.88 million in total assets, $137.10 million in total
liabilities, and $120.78 million in total stockholders' equity.

The Company reported a net loss of $11.5 million on $22.8 million
of revenue for fiscal year ended June 30, 2010, compared with a
net loss of $231,000 on $23.4 million of revenue for fiscal 2009.
The Company reported a net loss of $12.53 million on $18.62
million of total operating revenue for the nine months ended March
31, 2011, compared with a net loss of $11.77 million on $16.36
million of total operating revenue for the same period a year ago.

As reported by the Troubled Company Reporter on Sept. 28, 2010,
the Company said if it is unable to successfully execute one of
its strategic alternatives, restructure its existing indebtedness,
obtain further waivers or forbearance from its existing lenders or
otherwise raise significant additional capital, it is unlikely
that it will be able to meet its obligations as they become due
and to continue as a going concern.  As a result, the Company will
likely file for bankruptcy or seek similar protection.  Moreover,
it is possible that the Company's creditors may seek to initiate
involuntary bankruptcy proceedings against it or against one or
more of its subsidiaries, which would force it to make a defensive
voluntary filing of its own.


CAPITOL CITY: Files Form S-1; Registers 5 Million Common Shares
---------------------------------------------------------------
Capitol City Bancsahres, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the Company's intention to sell up to 5,000,000 shares of its
common stock for $2.50 per share.  The minimum purchase for any
investor is 200 shares and the maximum purchase for any investor
is 900,000 shares.  The Company has the right, in its discretion,
to accept subscriptions for a lesser or greater amount.  This
offering will terminate on Oct. 1, 2012, or when all 5,000,000
shares of common stock are sold, whichever occurs first.  The
Company may, at its sole discretion, extend the offering as
permitted under applicable rules of the Securities and Exchange
Commission.

There is no underwriter involved in this offering.  The Company's
directors and officers will offer and sell the common stock on a
best-efforts basis without compensation.

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

                        http://is.gd/Z6hu48

                         About Capitol City

Atlanta, Ga.-based Capitol City Bancshares, Inc., was incorporated
under the laws of the State of Georgia on April 14, 1998, for the
purpose of serving as a bank holding company for Capitol City Bank
and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.
The Bank serves the residents of the City of Atlanta and Fulton,
DeKalb, Chatham, Richmond and Dougherty Counties.

The Company's balance sheet at June 30, 2011, showed
$302.90 million in total assets, $292.57 million in total
liabilities, and $10.32 million total stockholders' equity.

As reported in TCR on April 26, 2011, Nichols, Cauley &
Associates, LLC, in Atlanta, Georgia, expressed substantial doubt
about Capitol City Bancshares' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company the Company is operating under
regulatory orders to, among other items, increase capital and
maintain certain levels of minimum capital.  "As of Dec. 31, 2010,
the Company was not in compliance with these capital requirements.
In addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, has
experienced declining levels of liquid assets, and has significant
maturities of liabilities within the next twelve months."


CAROLINA TELEPHONE: Moody's Maintains (P) Ba2 Pref. Shelf Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to Qwest
Corporation's proposed offering of senior unsecured notes. The
company's other ratings and negative outlook remain unchanged,
including the ratings of parent company CenturyLink, Inc. Qwest
Corp. expects to use the proceeds to redeem a portion of the $1.5
billion aggregate principal amount of their outstanding 8.875%
Notes due 2012.

Moody's Investors Service maintains these ratings on CenturyLink,
Inc. and its affiliates:

CenturyLink, Inc.

Senior Unsecured (domestic currency) Rating of Baa3

Senior Unsecured Bank Credit Facility (domestic currency) Rating
of Baa3

Senior Unsec. Shelf (domestic currency) Rating of (P)Baa3

Pref. Shelf (domestic currency) Rating of (P)Ba2

Commercial Paper (domestic currency) Rating of P-3

Qwest Capital Funding, Inc.

Senior Unsecured (domestic currency) Rating of Baa3

BACKED Senior Unsecured (domestic currency) Rating of Baa3

BACKED Commercial Paper (domestic currency) Rating of NP

Qwest Communications International Inc.

BACKED Senior Unsecured (domestic currency) Rating of Baa3

BACKED Senior Unsec. Shelf (domestic currency) Rating of (P)Baa3

BACKED Subordinate Shelf (domestic currency) Rating of (P)Baa3

Qwest Corporation

Senior Unsecured (domestic currency) Rating of Baa3

Commercial Paper (domestic currency) Rating of NP

BACKED Senior Unsecured (domestic currency) Rating of Baa1

Underlying Senior Unsecured (domestic currency) Rating of Baa3

Carolina Telephone & Telegraph Company

Senior Unsecured (domestic currency) Rating of Baa1

Centel Capital Corp

BACKED Senior Unsecured (domestic currency) Rating of Baa2

Embarq Corporation

Senior Unsecured (domestic currency) Rating of Baa3

Embarq Florida, Inc.

First Mortgage Bonds (domestic currency) Rating of Baa1

Mountain States Telephone and Telegraph Co.

Senior Unsecured (domestic currency) Rating of Baa3

Northwestern Bell Telephone Company

Senior Unsecured (domestic currency) Rating of Baa3

United Telephone Co. of Pennsylvania

First Mortgage Bonds (domestic currency) Rating of Baa1

Outlook: Negative

RATINGS RATIONALE

CenturyLink's Baa3 rating reflects Moody's expectation of strong
cash flows, steadily declining leverage, improved business mix (as
a result of lower USF and inter-carrier compensation risk), and an
expectation of near-flawless operational execution. The rating
also incorporates Moody's expectation that annual free cash flow
will remain fairly stable throughout the Qwest and Savvis merger
integration efforts. Moody's believes that the synergies from the
mergers will offset the expected pressure on cash flows caused by
access-line erosion and slowing broadband growth. In addition,
enhanced operating scale and strong free cash flow generation
allow the Company to spend capital to improve its competitive
position and develop product offerings, such as IPTV.

The rating also reflects CenturyLink management's commitment to an
investment grade rating and its historically balanced use of free
cash flow between debt reduction and shareholder returns. Moody's
anticipates CenturyLink will continue to refinance debt at the
operating subsidiary and parent level while repaying debt at
intermediate subsidiaries.

The last rating action on CenturyLink was on June 9, 2011 when
Moody's assigned a Baa3 rating to the company's new senior
unsecured notes.

The principal methodology used in rating CenturyLink was the
Global Telecommunications Industry Methodology, published in
December 2010.

CenturyLink, Inc., headquartered in Monroe, Louisiana, is a
regional communications company engaged primarily in providing
telephone and broadband services to consumer and business
customers. Following the acquisition of Qwest, Moody's estimates
that the company served approximately 15 million total access
lines and over 5 million broadband customers in 37 states.

On April 1, 2011, CenturyLink acquired Qwest Communications
International, Inc. ("Qwest"). Following the acquisition, Qwest
became a wholly-owned subsidiary of CenturyLink. The stock-for-
stock acquisition was valued at about $25 billion, including $11.6
billion of assumed debt of Qwest. The combined company generated
$18.8 billion in pro-forma revenues for 2010.


CB HOLDING: Charlie's Back on Staten Island
-------------------------------------------
Less than six months after a bankruptcy filing and the closing of
many locations in New York, New Jersey and Pennsylvania, Charlie
Brown's Steakhouse is excited to announce its grand re-opening on
Goethals Rd. North in Staten Island in late October.

"Charlie Brown's was a part of the Staten Island community for
more than seven years before its unfortunate closure last
November," commented Craig Godfrey, VP of operations.  "Since then
we have heard loud and clear from our customers that they wanted
us back.  We are taking this opportunity to remodel the restaurant
so our guests will be greeted with a new environment paired with
the Charlie Brown's promise to quality, value and customer
service."

"We are particularly excited to provide more employment
opportunities for the residents of Staten Island.  This restaurant
will require more than 100 staff members, which we are currently
looking to fill.  Anyone interested should come by the restaurant
to apply."

Over the past two years, the presence of Charlie Brown's
Steakhouse diminished in New York and New Jersey as locations were
closed. Today the company announced its plan to reopen some of its
previously closed locations, and its plan to expand to new cities.

                 About Charlie Brown's Steakhouse

Charlie Brown's Steakhouse has built a 40 year reputation for its
signature prime rib, quality steaks and its farm fresh Farmer's
Market Salad Bar all offered at an exceptional value.  The
restaurant chain currently operates 20 restaurants in New York,
New Jersey and Pennsylvania and employees more than 1,100 people.

                        About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding sold off its The Office restaurant chain and 12 Bugaboo
Creek stores in separate auctions.  Villa Enterprises Ltd. won the
bidding for The Office chain with its $4.68 million.  RRGK LLC
acquired the 12 Bugaboo Creek stores for $10.05 million, more than
tripling the $3.175 million first bid from an affiliate of
Landry's Restaurants Inc.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.

Joel H. Leviton, Esq., Stephen J. Gordon, Esq., Richard A.
Stieglitz Jr., Esq., and Maya Peleg, Esq., at Cahill Gordon &
Reindel LLP, in New York; and Mark D. Collins, Esq., Christopher
M. Samis, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, assist the Debtors in
their restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.

Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles; and Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, represent the
Official Committee of Unsecured Creditors.  CB Holding estimated
its assets at $100 million to $500 million and debts at
$50 million to $100 million.


CENTURYLINK INC: S&P Assigns Rating to Proposed Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Qwest Corp.'s proposed senior
notes of at least $250 million due 2051. "The '1' recovery rating
indicates our expectation for very high (90% to 100%) recovery in
the event of payment default. The company intends to use net
proceeds from the notes to redeem a portion of the $1.5 billion of
notes due 2012. Qwest Corp. is a subsidiary of Monroe, La.-based
telecommunications carrier CenturyLink Inc.," S&P stated.

"The long-term corporate credit rating on CenturyLink is 'BB' and
the rating outlook is stable. The rating reflects significant
competition in its core consumer wireline phone business from
cable telephony and wireless substitution; Standard & Poor's
expectation for continued revenue declines because of ongoing
access-line losses, which were about 7.4% annually during the
second quarter of 2011 on a pro forma basis; integration risk; and
an aggressive shareholder-oriented financial policy with a
substantial dividend payout, which limits debt reduction," S&P
related.

Tempering factors include a favorable market position as the
third-largest incumbent wireline carrier in the U.S., solid
operating margins and free cash flow generation, modest growth in
high-speed data services, which helps mitigate revenue declines
from access-line losses, and geographic diversity. "We consider
the financial risk profile significant, with pro forma adjusted
leverage of about 3x as of June 30, 2011. Our leverage calculation
includes the pending acquisition of Savvis Inc. and other
adjustments, including the present value of operating leases and
unfunded postretirement obligations. (For the complete corporate
credit rating rationale, see the full analysis on CenturyLink,
published June 3, 2011, on RatingsDirect on the Global Credit
Portal.)," S&P stated

Ratings List

CenturyLink Inc.
Corporate Credit Rating          BB/Stable/B

New Ratings

Qwest Corp.
Senior Unsecured
  At least $250 mil nts due 2051  BBB-
   Recovery Rating                1


CHRYSLER LLC: Dealerships Ask 2nd Circ. to Revive Suits
-------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a group of
Chrysler dealerships asked the Second Circuit on Wednesday to
allow them to fight the rejection of their dealership agreements
under the automaker's bankruptcy plan that spun off less desirable
assets and saw its "good assets" re-emerge as Chrysler Group LLC.

But the bankruptcy court that allowed Old Carco LLC, or Old
Chrysler, to abandon some of its dealers had specifically ruled
out the possibility of bringing any further claims under state
law, according to Danielle Spinelli of WilmerHale, an attorney for
Chrysler.

                           About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of Dec. 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  As part of the
deal, Fiat acquired a 20% equity interest in Chrysler Group.

Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.

In April 2010, the Bankruptcy Court confirmed Chrysler's repayment
plan.


CLEAN HARBORS: S&P Raises Corporate Credit Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Norwell, Mass.-based Clean Harbors Inc. to 'BB+' from
'BB'.

"The upgrade reflects our view that Clean Harbors' end-market
diversity (which the company's increased exposure to the oil and
gas sector has bolstered in recent years), its moderately
leveraged balance sheet, and its strong liquidity will enable the
company to sufficiently weather some deterioration possible in the
U.S. and Canadian economies," said Standard & Poor's credit
analyst James Siahaan.

Standard & Poor's characterizes Clean Harbors' business risk
profile as fair and its financial risk profile as significant.
Clean Harbors is one of the largest providers of environmental
services and the largest operator of nonnuclear hazardous waste
treatment facilities in North America. Incorporating the
anticipated contributions from recent acquisitions, its pro
forma revenues as of June 30, 2011 were roughly $2.1 billion.

Standard & Poor's also raised the issue-level rating to 'BB+' from
'BB' on Clean Harbors' existing $520 million of 7.625% senior
secured notes due 2016. The '4' recovery rating remains unchanged
and incorporates the expectation of average recovery (30%-50%) in
the event of a payment default.

The company remains focused on growing its business. It had
offered to acquire hydrovac excavation services provider Badger
Daylighting Ltd. earlier this year but was ultimately unable to
negotiate a satisfactory agreement with the Badger shareholders.
Clean Harbors did complete the acquisitions of Peak Energy
Services Inc. and Destiny Resource Services Inc.

The outlook is stable. "We believe that Clean Harbors will
continue to retain strong liquidity and that it will continue to
manage its growth initiatives prudently," Mr. Siahaan said.

The company is likely perform above the minimum level consistent
with the ratings in 2011 -- even without the benefit of the
higher-margin revenues from cleanup of the 2010 oil spills -- and
any potential deterioration in the macroeconomic environment
during the next year is not likely to cause the company's credit
measures to decline from expected performance.


COLE TRAVEL: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Cole Travel Group Inc.
        2202 S. Figueroa St., Suite No. 7007
        Los Angeles, CA 90007

Bankruptcy Case No.: 11-48678

Chapter 11 Petition Date: September 12, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Aurora Talavera, Esq.
                  THE AURORA LAW GROUP
                  633 W 5th St., Suite No. 26066
                  Los Angeles, CA 90071
                  Tel: (213) 223-2085
                  Fax: (213) 596-3737
                  E-mail: aurora@theauroralawgroup.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Ozan Enterprise Inc.      Loan                   $45,000
2202 S. Figueroa St.
Suite #617
Los Angeles, CA 90007

The petition was signed by Sevan Aslanyan, director of the
corporation.


COLONY RESORTS: Las Vegas Hilton Facing Foreclosure After Default
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Las Vegas Hilton hotel and
casino faces the threat of foreclosure after its lenders declared
a default of the property's $225 million mortgage.

Las Vegas, Nev.-based Colony Resorts LVH Acquisitions, LLC, owns
and operates the Las Vegas Hilton, a casino resort located in Las
Vegas, Nevada.  The Company licenses from HLT Existing Franchise
Holding LLC the right to use the name "Hilton" and is part of
Hilton's reservation system and Hilton's "HHonors Programs(TM)."


CONSTAR INT'L: Relocates Business Center & Opens Executive Office
-----------------------------------------------------------------
Constar International LLC disclosed relocation of its corporate
business office. Constar has established a new Business Center in
Trevose, Pa., and an Executive Office in Troy, Mich.

Constar's Business Center in Trevose is located three miles away
from its former site at One Crown Way.  The new facility provides
Constar the opportunity to exit the space occupied by its previous
parent company, and sets the Company on the continued path of
strengthening its post-bankruptcy identity.  Constar is the
marquee tenant in the building, which houses the company's
accounting, legal, human resources, purchasing, and sales and
marketing functions.

Constar's Executive Office in Troy is home to the Company's senior
leadership team, which includes the CEO, CFO, other key executives
and support staff.

Constar's research and development and packaging design and
engineering will continue to be based in Alsip, Ill.

Constar's new addresses are:

Constar Business Center 1100 Northbrook Drive Suite 200 Trevose,
PA 19053 Contact Keisha McMillan - 215-552-3700

Constar Executive Office 801 W. Big Beaver Road Suite 400 Troy, MI
48084 Contact: Vicki Maccagnone -- 248-687-7380

                  About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 08-13432) in December 2008, with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on
Jan. 11, 2011, with a Chapter 11 plan negotiated with holders of
75% of the holders of $220 million in senior secured floating-rate
notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.

Constar filed for Chapter 11 protection with a pre-arranged
debt-for-equity exchange, expected to be completed by mid-2011.
The Company and holders of more than 75% of its senior secured
floating- rate notes agreed on a restructuring plan that would
reduce debt by as much as $150 million.


CRAWFORD FURNITURE: U.S. Trustee Forms Creditors Committee
----------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, under 11
U.S.C. Sec. 1102(a) and (b), appointed four unsecured creditors to
serve on the Official Committee of Unsecured Creditors of Crawford
Furniture Manufacturing Corp.

The Creditors Committee members are:

      1. Fancher Chair Co., Inc.
         121 South Work Street. PO Box 8
         Falconer NY 14733
         ATTN: Gary Henry
         Tel: (716) 665-4313

      2. MW Clark Supply Co., Inc.
         2044 Allen Street
         Falconer NY 14733
         ATTN: Matthew P. Watson
         Tel: (716) 665-4120

      3. Rorabaugh Lumber Co.
         PO Box 321, 57 Byers Rd.
         Burnside PA 15721
         ATTN: Bob Rorabaugh
         Tel: (814) 845-2277

                     About Crawford Furniture

Crawford Furniture Manufacturing Corp., of Jamestown, New York,
has been a leading manufacturer for more than 120 years of quality
100% solid wood furniture.  Manufacturing was started in 1883 by
two Swedish craftsmen and was originally known as the Swedish
Furniture Manufacturing Corporation.  Manufacturing specializes in
the manufacture of bedroom and dining room furniture from solid
wood, specifically ash, cherry, maple and oak, that is purchased
within a 150-mile radius of its factory in Jamestown.

Crawford Furniture Retail Outlet, Inc., has operated five retail
stores in western New York since 2004.  Retail also operates a
warehouse/delivery depot at Benderson Development Park, in
Cheektowaga, New York.

Crawford Furniture Manufacturing filed for Chapter 11 bankruptcy
(Bankr. W.D.N.Y. Lead Case No. 11-12945) on Aug. 25, 2011.
Camille W. Hill, Esq., at Bond, Schoeneck & King, PLLC, serves as
the Debtors' counsel.  Crawford Furniture Manufacturing estimated
assets at $10 million to $50 million and debts at $1 million to
$10 million.  Retail filed a separate Chapter 11 petition on the
same day.  The cases are jointly administered.


CRYSTAL CATHEDRAL: Plan Confirmation Set for Nov. 14
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official creditors' committee for Crystal
Cathedral Ministries received tentative approval Sept. 14 for the
disclosure statement explaining the committee's proposed Chapter
11 plan.  The confirmation hearing for approval of the plan is set
for Nov. 14.  The plan calls for selling the church property for
no less than $50 million.  Secured creditors would be paid first,
with the remainder going to unsecured creditors, who would receive
interest on their $12.5 million in claims.

According to the report, the Creditors Committee already has
several purchase offers.  There won't be an auction.  The
committee will announce selection of the buyer two weeks before
the confirmation hearing.  Church insiders, with $2 million in
claims, would be paid after unsecured creditors, with interest.
If insiders don't accept the plan, the committee says it will ask
the court to subordinate the insiders' claims.

Mr. Rochelle discloses that the Creditors Committee says that
subordination is proper because insiders continued paying large
compensation to members of the family of retired minister Robert
H. Schuller, even though contributions had fallen and creditors
weren't being paid.  The offers include a $50 million proposal
from Chapman University and a bid of $53.6 million from the Roman
Catholic Bishop of Orange County, California. The Chapman offer
would allow the church to lease back and eventually repurchase
part of the facility.  The Bishop would use the property for a new
cathedral and require the church to vacate within three years.

                   Debtor Hopes to Keep Church

Crystal Cathedral on July 31 said that its board has voted to
forego choosing a buyer of its Crystal Cathedral property, as part
of its bankruptcy reorganization plan.  The church says it hopes
to raise $50 million in order to fend off the sale being pushed by
the Official Committee of Unsecured Creditors.

The church itself began the sale process by proposing a plan where
the campus would be sold to Greenlaw Partners LLC and leased back
in a $46 million transaction.  Greenlaw would develop some of the
property. Chapman University made a similar $46 million proposal.
Needing a larger cathedral, the Roman Catholic Diocese of Orange
County, California, later made an offer to purchase the church and
its property for $50 million.

The judge previously approved sale procedures where bids were due
July 22 in advance of an Aug. 5 auction and a hearing on Aug. 9 to
approve the sale.

                   About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."

Mr. Schuller retired from his role as senior pastor of Crystal
Cathedral in 2006. His daughter Sheila Schuller Coleman has been
senior pastor since July 2009.  Contributions declined 24% in
2009, in part on account of "unsettled leadership."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represent the Debtor.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.


CUMULUS MEDIA: FTC Waiting Period for Merger Review Ended Early
---------------------------------------------------------------
Cumulus Media Inc. and Citadel Broadcasting Corporation said
they've been notified by the Premerger Notification Office of the
Federal Trade Commission of the early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 regarding the review of the pending merger of Cumulus Media
and Citadel.

The early termination of the waiting period satisfies the
condition to the completion of the Merger relating to the
expiration or termination of any applicable waiting period under
the HSR Act.  The Merger remains subject to the approvals by the
Federal Communications Commission and the stockholders of Citadel,
as well as other customary closing conditions.  As previously
disclosed, Citadel's special meeting of stockholders to approve
the Merger will be held on Thursday, Sept. 15, 2011, and the
deadline for Citadel's stockholders to make an election with
respect to the consideration they wish to receive in the Merger is
5:00 p.m., New York City time, also on Sept. 15, 2011.

As previously announced by the Antitrust Division of the United
States Department of Justice, pursuant to a settlement with the
DOJ, in connection with the completion of the Merger, Cumulus
Media will divest three radio stations in two markets-Flint,
Michigan and Harrisburg, Pennsylvania.  Pursuant to the Tunney
Act, the proposed settlement, and related documents, will be
published in the Federal Register, and at the conclusion of the
60-day comment period, the Court may enter the final judgment upon
a finding that the settlement serves the public interest.  The
completion of the Tunney Act procedure is not a condition of
closing of 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.


DALLAS STARS: Files for Bankruptcy to Close Sale to Gaglardi
------------------------------------------------------------
The current owner of the Dallas Stars National Hockey League Club,
Dallas Stars, L.P., and certain of its affiliates have signed an
agreement to sell the Stars and all hockey-related assets to
entities owned by Vancouver businessman Tom Gaglardi and his
family.

To facilitate the sale, Dallas Stars, L.P., Thursday evening
commenced a voluntary chapter 11 bankruptcy case in the United
States Bankruptcy Court for the District of Delaware in
Wilmington, including the filing of a "prepackaged" chapter 11
plan.  The chapter 11 process has the support of the National
Hockey League and the Dallas Stars' lenders, who voted to accept
the prepackaged plan prior to filing.

The prepackaged plan provides for a court-supervised auction of
the Dallas Stars Club and other hockey-related assets.

The purpose of the sale is to allow for a smooth transition in
ownership, while ensuring that the Dallas Stars continue to play
at the American Airlines Center in Dallas.  The Plan provides that
the Dallas Stars will pay and perform all of its obligations to
its fans, players, employees, and vendors.

The Dallas Stars said it is unequivocally committed to remaining
in Dallas and playing its home games at the American Airlines
Center.  To that end, no bid submitted will be considered that
contemplates moving the team from the American Airlines Center in
Dallas.

The auction process and sale are subject to Bankruptcy Court and
National Hockey League Board of Governors approvals.

The prepackaged plan is the result of negotiations involving input
from the National Hockey League and certain of the Club's senior
secured lenders.  Because the plan has already garnered
substantial support from the Club's lenders, the Club expects to
move through the legal process expeditiously and has requested
that the Court hold a hearing in 60-75 days to confirm the plan
and proposed sale, allowing the Stars to exit bankruptcy and
complete the sale of the franchise by the end of November.

"This is a significant step toward completing the transition in
ownership," said Stars President Tony Tavares.  "We are pleased
that our lenders have shown substantial support for the plan and
the sale process, but the Dallas Stars are focused on one thing:
hockey.  The players and coaches begin Training Camp on Friday and
we are all excited to start the new season."

The Dallas Stars believe that the legal process will not have an
impact on Dallas Stars hockey or its business operations-it is
business as usual for the Dallas Stars.  The Club has obtained
permission from its lenders to use its available cash on hand to
fund operations while in chapter 11, and believes this amount is
sufficient for such purposes until the sale is finalized.

The Club filed customary motions seeking to ensure that:

     -- The Stars will be able to operate within their existing
        budget to sign and acquire amateur, international and
        professional players;
     -- Purchased tickets will continue to be honored;
     -- The fan experience at the American Airlines Center will
        be unchanged, with all current amenities and promotions
        continuing as usual;
     -- All salaries will be timely paid; and
     -- Stars vendors and suppliers will be fully paid in the
        ordinary course of business.

The Dallas Stars expect to present all of the customary motions
for approval by the Bankruptcy Court at a hearing to be held in
Wilmington Monday.

Eric Morath, writing for Dow Jones Newswires, reports court papers
didn't list the exact purchase price that Mr. Gaglardi offered but
said he committed to pay off, in cash, a $51.7 million loan from
an NHL affiliate and will take out $100 million in financing to
repay senior lenders.

The Stars is owned by Dallas businessman Tom Hicks' HSG Sports
Group.  Dow Jones notes the Stars' filing is a marked difference
from last year when Mr. Hicks placed his former baseball team, the
Texas Rangers, into bankruptcy and then subsequently fought for
months with lenders over a sale.

The Stars listed assets and debts of between $100 million and $500
million in court papers.  The NHL loan is the team's largest
unsecured debt.  The next largest creditors are the New York
Rangers hockey team, owed $2 million, and former Stars coach Marc
Crawford, owed $1.1 million.

Dow Jones reports the Stars players report to training camp Friday
and will play their first regular season game on Oct. 7.

Dow Jones recounts that the Stars, which moved to Dallas from
Minnesota in 1993 and won the Stanley Cup championship in 1999,
were seen as a shining model for the NHL's oft-criticized strategy
to bring hockey to non-traditional, southern U.S. markets.  But in
the past three seasons the Stars have failed to qualify for the
playoffs and last year ranked 23rd of 30 teams in attendance,
according to ESPN.com

Dow Jones relates the Stars bankruptcy, however, is more connected
to Mr. Hicks's financial woes than the team's performance. He
acquired the Stars in 1995.  According to Dow Jones, at the time
of the Texas Rangers bankruptcy filing, it was said the baseball
team and the Stars weren't profitable enough to cover obligations
on the $540 million lent to HSG Sports Group.

The Texas Rangers were sold a group led by Hall of Fame pitcher
Nolan Ryan for $593 million.  Dow Jones recounts the lenders
fought the deal, arguing Mr. Ryan's initial offer was too low even
though Mr. Ryan was Major League Baseball's preferred buyer.  A
bidding war with Dallas Mavericks owner Mark Cuban pushed the
price by nearly $100 million, to $593 million.

The Stars are the second NHL team to file for bankruptcy since
2009.  Dow Jones recounts former Phoenix Coyotes owner Jerry Moyes
put that team into bankruptcy in 2009 to sell it to Research In
Motion Ltd. co-Chief Executive Jim Balsillie, who planned to move
the franchise to Canada.  The NHL opposed the relocation and
argued that league bylaws allowed it block any sale that would
cause the Coyotes to leave suburban Phoenix. When no such buyer
emerged, the league bought the team itself and still owns it.


DALLAS STARS: Case Summary &  30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dallas Stars, L.P.
        2601 Avenue of the Stars
        Frisco, TX 75034

Bankruptcy Case No.: 11-12935

Debtor-affiliates simultaneously filing bankruptcy petitions:

        Entity                           Case No.
        ------                           --------
Dallas Arena LLC                         11-12936
Dallas Stars U.S. Holdings Corporation   11-12937
StarCenters LLC                          11-12938

Type of Business: Dallas Stars, L.P. operates as a professional
                  men's ice hockey team.  The company was formerly
                  known as Minnesota North Stars and changed its
                  name to Dallas Stars, L.P. in 1993.

                  Web site: http://stars.nhl.com/

Chapter 11 Petition Date: September 15, 2011

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Peter J. Walsh

Debtors'
Counsel:     Martin A. Sosland, Esq.
             WEIL, GOTSHAL & MANGES LLP
             200 Crescent Court, Suite 300
             Dallas, Texas 75201
             Tel: (214) 746-7700
             Fax: (214) 746-7777
             E-mail: martin.sosland@weil.com

                      - and -

             Ronit J. Berkovich, Esq.
             WEIL, GOTSHAL & MANGES LLP
             767 Fifth Avenue
             New York, New York 10153
             Tel: (212) 310-8000
             Fax: (212) 310-8007
             E-mail: ronit.berkovich@weil.com

                      - and -
             John H. Knight, Esq.
             RICHARDS LAYTON & FINGER, P.A.
             One Rodney Square
             Wilmington, Delaware 19801
             Tel: (302) 651-7700
             Fax: (302) 651-7701
             E-mail: knight@rlf.com

Debtors'
Claims
Agent:       GARDEN CITY GROUP

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petitions were signed by Robert L. Hutson, chief financial
officer.

List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CFV I LLC                          Loan               $51,691,783
c/ NHL Enterprises, Inc.
Attn: William Daly
1185 Avenue of the Americas
New York, NY 10036

New York Rangers Hockey Club       Contractual         $2,000,000
Two Pennsylvania Plaza             Obligation for
New York, NY 10121                 Player Picked up
                                   On waiver

Marc Crawford                      Contract            $1,101,654
                                   Termination
                                   Obligations

Duncanville Community              Terminated            $683,405
Group and Economic                 Lease
Development Corporation            Settlement
203 E. Wheatland Dr.
Duncanville, TX 75116-
4824

BWD Group LLC                      Insurance             $550,410
PO Box 9050
Jericho, NY 11753-8950

Plano Sports Authority             Terminated            $344,860
6500 Preston Meadow                Lease
Plano, TX 75024                    Settlement

John Klingberg                     Deferred              $225,000
                                   Signing Bonus

Patrick Nemeth                     Deferred              $225,000
                                   Signing Bonus

Bill Guerin                        Deferred              $190,000
                                   Compensation

Brenden Dillon                     Deferred              $180,000
                                   Signing Bonus

Thomas Vincour                     Deferred              $160,000
                                   Signing Bonus

Scott Glennie                      Deferred              $90,000
                                   Signing Bonus

Jack Campbell                      Deferred              $90,000
                                   Signing Bonus
Tyler Beskorowany                  Deferred              $87,500
                                   Signing Bonus

Philip Larsen                      Deferred              $85,000
                                   Signing Bonus

Nike Bauer Hockey                  Trade Debt            $71,057
USA, Inc.

Matt Fraser                        Deferred              $70,000
                                   Signing Bonus

Aon Risk Services of               Trade Debt            $68,159
Missouri, Inc.

Mikhail Stsefanovich               Deferred              $67,500
                                   Signing Bonus

Blackall Mechanical, Inc           Trade Debt            $65,593

Ondrej Roman                       Deferred              $65,000
                                   Signing Bonus

Warrior Sports Inc.                Trade Debt            $62,931

Charles Huddy                      Contract              $56,250
                                   Termination
                                   Obligations

Luke Gazdic                        Deferred              $50,000
                                   Signing Bonus

Mathieu Tousignant                 Deferred              $40,000
                                   Signing Bonus

Jace Coyle                         Deferred              $40,000
                                   Signing Bonus

PC Connection                      Trade Debt            $32,252

NRG Energy, Inc.                   Trade Debt            $23,125

Hubert Labrie                      Deferred              $20,000
                                   Signing Bonus

Ice Training Center                Trade Debt            $18,081


DB CAPITAL: WestLB AG Protests U.S. Trustee's Case Conversion Plea
------------------------------------------------------------------
WestLB AG, New York Branch, objects to the United States Trustee's
motion to dismiss Chapter 11 case of DB Capital Holdings LLC and
its debtor-affiliates.

A hearing is set for Oct. 4, 2011, at 1:30 p.m., BRCH Courtroom
C502 for 120, to consider the U.S. Trustee's request.

According to the bank, the dismissal of these bankruptcy cases
would be inappropriate at this time.  The bank says there are
still pending matters relating to the winding down of the Debtors'
estates, and the Debtors creditors are entitled to have that
winding down administered in an efficient and impartial manner
under the supervision of this Court.

Moreover, WestLB has rights against its collateral, which would be
compromised by dismissal, in that dismissal would free the Debtors
to initiate further obstructionist tactics contrary to the relief
from stay granted by the Court, says the bank's counsel,
Christopher D. Bryan, Esq., at Garfield & Hecht, P.C.

The Troubled Company Reporter on Aug. 5, 2011 reported on U.S.
Trustee Richard A. Wieland's request to dismiss the Chapter 11
cases.

The U.S. Trustee related that the operations of DB Capital
Holdings LLC have been paralyzed by disputes between its two
members; Dancing Bear Development, L.P. (also a Debtor) and Aspen
HH Ventures, LLC.  Further complicating the case, have been the
disputes with the secured creditor, West LB AG.  The U.S. Trustee
also pointed out that the Debtor has not filed a Chapter 11 plan
despite being in Chapter 11 protection for over eight months, and
has not paid the required fees.

                        About Dancing Bear

DB Capital Holdings, LLC, is a limited liability company organized
under the laws of the State of Colorado.  Its assets include its
membership interest in Dancing Bear Land, LLC, as well as Dancing
Bear Realty, LLC, and LCH LLC.  Those entities were used to
develop and sell a luxury fractional ownership condominium project
(made up of two buildings located across the street from each
other) in Aspen, Colorado known as the "Dancing Bear Aspen".
Dancing Bear Land holds title to the two parcels of real property
on which the Project is being constructed.  The Debtor has one
Class A member, Aspen HH Ventures, LLC, and one Class B member,
Dancing Bear Development, LP.  The general partner of Dancing Bear
Development, LP, is Dancing Bear Management, LLC, which has no
membership or other interest in the Debtor, and is solely owned by
Tom DiVenere.  The Debtor is managed, pursuant to its Operating
Agreement, by Dancing Bear Management, LLC.

Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty
Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an
involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case
No. 10-25805) against DB Capital Holdings on June 24, 2010.  The
order for relief was entered Nov. 29, 2010.  Jeffrey S. Brinen,
Esq., represents the petitioners.  In its schedules, DB Capital
disclosed liabilities of $57,456,046.

On Oct. 19, 2010, Dancing Bear Development, LP, filed for
Chapter 11 relief (Bankr. D. Colo. Case No. 10-36493) to stay
foreclosure of its membership interest in Capital.  DB Development
estimated assets and debts below $1 million.

On Nov. 23, 2010, Dancing Bear Land, LLC, filed for Chapter 11
relief (Bankr. D. Colo. Case No. 10-39584), to stay foreclosure of
its Property.  In its schedules of assets and liabilities, DB Land
disclosed $58 million in liabilities.


DEL FRISCO: S&P Drops 'B' Corporate Rating at Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating on Texas-based Del Frisco's
Restaurant Group LLC. "We took this action at the company's
request," S&P said.


DOE MOUNTAIN: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Doe Mountain Investments LLC filed with the U.S. Bankruptcy Court
for the Western District of South Carolina, its schedules of
assets and liabilities, disclosing:

  Name of Schedule               Assets             Liabilities
  ----------------              -------             -----------
A. Real Property               $22,000,000
B. Personal Property                $1,249
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $6,289,666
E. Creditors Holding
   Unsecured Priority
   Claims                                              $291,907
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $13,899
                               -----------       --------------
      TOTAL                    $22,001,249           $6,595,473

                      About Doe Mountain

Doe Mountain Investments LLC of Greenville, South Carolina, filed
for Chapter 11 bankruptcy (Bankr. D.S.C. Lead Case No. 11-05275)
on Aug. 24, 2011.  Randy A. Skinner, Esq., at Skinner Law Firm,
LLC, serves as the Debtors' counsel.  Doe Mountain Investments
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million.

Doe Mountain Investments' affiliate, Doe Mountain Development
Group, Inc., filed separate Chapter 11 petitions on the same day.
Doe Mountain Development estimated assets at $1 million to
$10 million and debts at $10 million to $50 million.


DOLLAR THRIFTY: S&P Raises Rating on $231-Mil. Debt to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Dollar Thrifty Automotive Group Inc.'s (DTAG) $231 million
revolving credit facility to 'BB-' (two notches higher than the
corporate credit rating) from 'B+' and also raised the recovery
rating to '1' from '2', indicating its expectation that lenders
would receive a very high (90% to 100%) recovery in a payment
default scenario. On Aug. 31, 2011, DTAG repaid the outstanding
$143 million on its term loan and terminated the loan. The $231
million revolving credit facility, which matures in 2013, remains
available for borrowing or letters of credit.

"Our ratings on DTAG remain on CreditWatch with positive
implications, where we initially placed them on April 26, 2010,
when Hertz Global Holdings Inc. (Hertz) made its initial bid to
acquire DTAG. On Sept. 30, 2010, DTAG's shareholders rejected this
bid in favor of a higher bid made by competitor AvisBudget Group
Inc. (Avis Budget). On May 9, 2011, Hertz returned with a new
bid. Following Hertz's new bid, on June 14, 2011, Avis Budget
announced it had reached agreement to acquire U.K.-based car
renter Avis Europe PLC. On Sept. 14, 2011, Avis Budget withdrew
its bid for DTAG. Although regulators have yet to approve Hertz's
bid to acquire DTAG, the withdrawal of Avis Budget from the
bidding process leaves Hertz now as the likely acquirer if,
indeed, DTAG is ultimately acquired. On Sept. 6, 2011, DTAG
announced that it had sent letters to both bidders advising them
of its intent to solicit their best and final proposals by Oct.
10, 2011," S&P stated.

"We will evaluate the effect of an acquisition on DTAG's business
risk and financial risk profiles to resolve the CreditWatch
listing," S&P related.

Rating List

Dollar Thrifty Automotive Group Inc.
Corporate credit rating                B/Watch Pos/--

Ratings Upgraded; Recovery Ratings Upgraded
                                        To                 From
Dollar Thrifty Automotive Group Inc.
$231 mil revolv cred fac due 2013      BB-                B+
  Recovery rating                       1                  2


DRUG ROYALTY: Moody's Assigns 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and a Ba2 senior secured rating to Drug Royalty II LP 1 (DRII-
LP1). At the same time, Moody's assigned a Ba3 Probability of
Default rating to the issuer. This is the first time Moody's has
rated the issuer. The rating outlook is stable.

Ratings assigned:

Drug Royalty II LP 1

Ba2 Corporate Family Rating

Ba3 Probability of Default Rating

Ba2 (LGD 3, 35%) $155 million senior secured term loan due 2016

RATINGS RATIONALE:

Drug Royalty II LP1's Ba2 Corporate Family Rating reflects its
moderately-sized royalty portfolio and its somewhat high financial
leverage, offset by Moody's favorable growth outlook for the niche
products in the portfolio. Moody's views favorably the biotech
nature of the products in DRII-LP1's portfolio because of their
critical-care nature as well as lower generic risk. Nonetheless,
Moody's views the portfolio as significantly smaller and less
diversified than that of Baa2-rated Royalty Pharma. Moody's views
DRII-LP1's pro forma debt/EBITDA of 3.2 times as somewhat high,
especially given product concentration risk in several
pharmaceutical products including Tysabri and Enbrel. However,
growth in EBITDA and expected debt reduction should result in
improving leverage over the near term.

The rating outlook is stable, reflecting Moody's view that EBITDA
should steadily grow based on anticipated sales trends of the
underlying products but that product diversity will remain
somewhat limited. The stable outlook incorporates Moody's
expectation that even with new royalty acquisitions, debt/EBITDA
will remain below 3.5 times. The ratings could be upgraded if
debt/EBITDA appears sustainable below 3.0 times, and product
diversity significantly improves (for instance with the Top 3 and
Top 5 products representing less than 50% and 70% of revenue,
respectively). Conversely, the ratings could be downgraded if
debt/EBITDA appears that it will be sustained above 3.5 times over
a protracted period. Moody's believes that this scenario could
occur with a substantial acquisition, or if one of the core
products faces a significant downturn in sales.

The principal methodology used in rating Drug Royalty II LP 1 was
Moody's Global Pharmaceutical Rating Methodology, published in
October 2009.

Drug Royalty II LP 1 ("DRII-LP1") is a bankruptcy-remote Delaware
limited liability partnership and an indirect subsidiary of DRI
Capital Inc., ("DRI") a privately-owned Canadian corporation that
manages DRII-LP1 and its affiliates. DRI is engaged in acquiring
royalty interests related to various prescription and
nonprescription pharmaceutical products since its inception in
1992.


DRYSHIPS INC: Three Class A Directors Elected at Annual Meeting
---------------------------------------------------------------
DryShips Inc. announced that these proposals were approved and
adopted at the 2011 Annual General Meeting of Shareholders:

   1. the election of Messrs. George Economou, Harry Kerames and
      Vassilis Karamitsanis as Class A Directors of the Company to
      serve until the 2014 Annual General Meeting of Shareholders;
      and

   2. the appointment of Ernst & Young (Hellas) Certified Auditors
      Accountants S.A., as the Company's independent auditors for
      the fiscal year ending Dec. 31, 2011.

                         About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of
Dec. 31, 2009, its negative working capital position and other
matters raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at June 30, 2011, showed
US$7.86 billion in total assets, US$4.03 billion in total
liabilities, and US$3.83 billion in total equity.


EAST COAST: Has Access to Wells Fargo & First Bank Cash Collateral
------------------------------------------------------------------
On Aug. 22, 2011, the U.S. Bankruptcy Court for the Eastern
District of North Carolina entered a consent order that granted
East Coast Development II, LLC, authorization to use cash
collateral of Wells Fargo and First Bank for its postpetition,
necessary and reasonable operating expenses, through and including
Sept. 18, 2011, in accordance with a budget.  The final consent
order was entered to deal with the objection of Wells Fargo and
First Bank.

Pursuant to the Consent Order, the Debtor will maintain one
segregated DIP bank accounts, into which it will deposit all cash,
checks, and other cash items generated by the Wells Fargo
Collateral; provided however that a separate DIP bank account will
be established for the deposit of rents generated by the real
property collateral located at 1020 North Front Street Wilmington
in which both Wells Fargo and First Bank claim a lien.
A copy of the Final Consent Order is available at:
http://is.gd/Ku485J

On Aug. 22, 2011, the Bankruptcy Court also entered an order
granting the Debtor permission, on a final basis, to use cash
collateral of BB&T, Ciena Capital, First Bank, Georgia Capital,
and Wells Fargo Bank, for its postpetition, necessary and
reasonable operating expenses.

The cash collateral order will remain in full force and effect
until plan confirmation, at which time this order will terminated,
unless terminated earlier as a consequence of a default by the
Debtor or one of its principals under the terms of this Order.

According to the cash collateral order, the Debtor will maintain
four separate Debtor-in-Possession bank accounts, into which it
will deposit all cash, checks, and other cash items.  The Debtor
will have one Debtor-in-Possession account consisting of the rents
collected from all of the Wells Fargo properties, except 1020 N.
Front Street.  The Debtor will maintain another Debtor-in-
Possession account solely for rents collected from 1020 N. Front
Street.  The Debtor will maintain a third Debtor-in-Possession
account consisting of the rents collected from all of the First
Bank properties.  Finally, the Debtor will maintain a fourth
Debtor-in-Possession account into which all other cash, checks,
rents, and other items will be deposited.  A copy of the Final
Cash Use Order is available at http://is.gd/HYxT99

                 About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Laurie R. Brown, CPA, serves as accountant.

The Debtor disclosed $24.8 million in assets and $12.2 million in
liabilities as of the Chapter 11 filing.

The U.S. Trustee has not appointed a creditors committee in the
Debtor's case.


ECOLAB INC: Moody's Expects to Lift Ba2' Sr. Unsec. Debt Rating
---------------------------------------------------------------
Moody's Investors Service anticipates downgrading Ecolab Inc.'s
senior unsecured rating to Baa1 from A2, the short term rating to
Prime-2 from Prime-1, and assigning a stable outlook. Moody's
expects to upgrade Nalco Holding Company's (Nalco) senior
unsecured debt rating to Baa2 from Ba2. Moody's expects these
rating actions if the acquisition closes and is financed as
proposed.

Moody's continued Ecolab's review for possible downgrade and
Nalco's review for possible upgrade, which were initiated on July
20, 2011 following the announcement that Ecolab entered into a
definitive agreement to acquire Nalco, in a transaction valued at
$8.1 billion (including $2.7 billion of Nalco's net debt). Ecolab
subsequently announced that it plans to undertake a $1 billion
share repurchase program upon the consummation of the acquisition.
The repurchase program is expected to be completed by year-end
2012.

Moody's currently anticipates that Nalco's secured debt will be
repaid in connection with the closing of the acquisition. If
Nalco's senior unsecured notes remain in the post-acquisition
capital structure and are not guaranteed by Ecolab, Moody's
anticipates upgrading Nalco's senior unsecured rating to Baa2 from
Ba2. The upgrade would reflect lower Nalco debt levels from the
repayment of Nalco's secured debt and implied support from Ecolab.
Moody's assessment of implied support from Ecolab reflects the
materiality and strategic importance of the Nalco business to
Ecolab and the likely financial and reputational risks to Ecolab
of not supporting Nalco. If the unsecured notes are guaranteed by
Ecolab, Moody's anticipates upgrading Nalco's senior unsecured
rating to Baa1. Moody's also expects to withdraw Nalco's Ba2 CFR
and Ba2 PDR upon the closing of the acquisition. Ecolab's expected
Baa1 senior unsecured rating reflects Moody's expectation that if
the Nalco debt is not refinanced by Ecolab in the short term after
closing, Nalco and its major operating subsidiaries will guarantee
Ecolab's unsecured indebtedness.

Ecolab has committed financing in place to fund the Nalco
acquisition including a $1.5 billion 5-year revolving credit
facility (unrated) and $2.0 billion 364-day revolving credit
facility (unrated). The 364-day facility contains a one year term
out provision at Ecolab's option. Ecolab currently expects to
borrow the amounts required to pay the cash portion of the merger
consideration and refinance Nalco's outstanding secured debt
through commercial paper borrowings backed by the new syndicated
credit facilities, borrowings under such credit facilities or a
combination of the foregoing. After the close of the acquisition,
Moody's expects Ecolab to issue publicly or privately held debt
securities to refinance the commercial paper or credit facility
borrowings and complete all or a portion of the $1 billion share
purchase.

The transaction remains subject to customary closing conditions,
including approval by the stockholders of both companies. Subject
to satisfaction of these closing conditions, the merger is
expected to close in the fourth quarter of 2011. Moody's expects
that Ecolab will have an adequate liquidity profile upon the
closing of the acquisition given Ecolab's steady cash flow
generation, the five year term of the $1.5 billion revolver and
the one-year term out option in the 364-day credit facility. The
five year revolver and 364-day credit facility contain a financial
maintenance covenant (EBITDA to interest expense of 3.5 times).
Moody's expects solid covenant headroom in the four quarters
following the closing of the acquisition.

RATINGS RATIONALE

The anticipated downgrade of Ecolab's senior unsecured ratings to
Baa1 from A2 reflects the expected deterioration in credit metrics
due to the significant debt financing for the acquisition and
integration risks. Pro forma for the transaction at June 30, 2011,
Ecolab's adjusted debt to EBITDA will rise to about 4 times
(assuming the full $1 billion share repurchase immediately upon
closing of the acquisition) from 1.6 times. Pro forma EBITDA to
interest weakens from 11.5 times to about 6.1 times. Although
these metrics will initially position the company weakly in the
Baa1 rating category, Moody's expects the company to significantly
reduce leverage in 2012 and 2013 through a combination of
profitability growth and debt repayments. Given the scale of the
acquisition (Nalco will represent about 40% of consolidated
sales), management and integration challenges are possible. Both
companies operate in competitive markets and will need to continue
to develop new products and innovate in order to maintain their
competitive advantage.

Strengths in the company's profile includes its scale (as measured
by pro forma revenue), leading market positions in the commercial
cleaning, sanitation and water treatment markets, solid
geographic, customer and end market diversity, and favorable long
term growth prospects. Both Ecolab and Nalco have a track record
of successful innovation and steady financial performance through
economic cycles. However, Nalco is a bit more cyclical given its
significant exposure to the energy, industrial and paper
processing end markets. Both companies have maintained long-term
relationships with many of their top customers, a significant base
of equipment installed at the customers' premises and process
expertise regarding their customers' operations. Ecolab
anticipates retaining much of the management team at Nalco and
projects approximately $150 million in SG&A and supply chain
synergies by the end of 2014. Nalco operates in end markets that
Ecolab doesn't currently serve, such as oil and gas, and paper,
and is underpenetrated in certain end markets that are highly
penetrated by Ecolab. This diversification provides expansion
opportunities, such as the potential to cross-sell Nalco's water
treatment services to Ecolab's food and beverage customers.
Nalco's penetration in Ecolab's food and beverage customers is
just 20%, according to Ecolab. Nevertheless, achieving revenue
synergies may be difficult given existing linkages and the cost
and potential business disruption of switching away from a long
term supplier.

Ecolab, headquartered in St. Paul, Minnesota, is a leading global
provider of cleaning, sanitizing, food safety and infection
prevention products and services. Reported revenues for the twelve
months ended June 30, 2011 were approximately $6.4 billion.

Nalco Holding Company, headquartered in Naperville, Illinois, is a
global producer of water treatment and process chemicals for
industrial and institutional applications. Reported revenues for
the twelve months ended June 30, 2011 were approximately $4.4
billion.

The principal methodology used in rating Ecolab and Nalco was the
Global Chemical Industry Methodology, published December 2009.


ENER 1, INC.: Inks Pact With Goldman to Restructure Senior Notes
----------------------------------------------------------------
Ener1, Inc., announced that it has entered into an agreement to
restructure its 8.25% Senior Amortizing Notes with Goldman Sachs
Asset Management, L.P., and other holders of the Notes.  Ener1
also announced that its primary shareholder, BzinFin S.A., has
extended the maturity of its $15-million line of credit from
November 2011 to July 2013.

Under the terms of the Note restructuring agreement, the
outstanding principal amount of the Notes, totaling $58.5 million,
will be divided into two tranches of $29.25 million each, and will
be convertible at the option of the investor into shares of
Ener1's common stock, as follows:

   -- The conversion price for the Tranche A Notes will be fixed
      at approximately $0.66, or 175% of the 5-day volume-weighted
      average price (VWAP) of Ener1's common stock, for the period
      ending Aug. 30, 2011.

   -- The conversion price for the Tranche B Notes will be fixed
      at $2.00, subject to a downward adjustment if those Notes
      are not redeemed by Jan. 31, 2012, to the lower of the
      conversion price for the Tranche A Notes or the 5-day VWAP
      of Ener1's common stock for the period ending Jan. 31,
      2012.

Additional terms of the restructuring include:

   -- The amortization payment due on Oct. 1, 2011, will be made
      in 50% cash and 50% stock.

   -- The requirement to maintain a minimum cash balance has been
      reduced from the $12 million to the lower of $6 million of
      15% of the principal amount of Notes outstanding.

   -- Note holders will receive an additional 1.4 million in
      warrants to purchase Ener1 stock at a strike price of
      $0.3752 per share.  The existing warrants held by the note
      holders will also be reset to this strike price.

"We're pleased with the confidence placed in us by our investors,
since these agreements give us greater flexibility to achieve our
business goals," stated Ener1 Chairman and CEO Charles
Gassenheimer.  "Through our industry-leading technology, business
pipeline and investor commitment, we believe that we will maintain
our position as a significant player in energy storage for
electric utilities, transportation and industrial applications in
the U.S. and around the world.  We look forward to providing more
detail on our financial position and business opportunities once
the restatement of our financial statements is completed."

                          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.


FIDDLER'S CREEK: Quickly Consummates Confirmed Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fiddler's Creek LLC didn't waste any time
implementing the Chapter 11 plan confirmed on Aug. 29 by the U.S.
Bankruptcy Court in Fort Myers, Florida.  The plan was consummated
four days later, even before the time for appeal ran out.

Mr. Rochelle notes that confirmation wasn't easy. The trial on the
plan ended up consuming eight days.  The plan incorporates
agreements with the official creditors' committee, an ad hoc group
of homeowners and two lenders, Regions Bank NA and Fifth Third
Bank.

                     About Fiddler's Creek

Fiddler's Creek, LLC, and its affiliates each owns, operates or is
otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime land
in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-03846) on Feb. 23, 2010.  Paul J. Battista,
Esq., Heather L. Harmon, Esq., and Mariaelena Gayo-Guitian, Esq.,
at Genovese Joblove & Battista, P.A., Miami; Bart A. Houston,
Esq., at Kopelowitz Ostrow; and Mark Woodward, Esq., serve as
counsel to the Debtors.  Judge Alexander L. Paskay presides over
the case.  The Company estimated assets and debts at $100 million
to $500 million.

Paul S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler,
Esq., at Berger Singerman P.A., represent the Official Unsecured
Creditors Committee as counsel.

At the end of August 2011, Fiddler's Creek LLC was given formal
approval for its Chapter 11 plan following an eight-day
confirmation hearing.  The Plan incorporates agreements with the
official creditors' committee, an ad hoc group of homeowners, and
two lenders, Regions Bank NA and Fifth Third Bank.


FREE AND CLEAR: Attorneys Win Dismissal of Chapter 11 Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada dismissed the
Chapter 11 case of Free and Clear Holding Company III LLC, at the
behest of Christina DiEdoardo, Esq., and Amberlea Davis, Esq.,
both counsel to the Debtor.

As reported in the Troubled Company Reporter on July 4, 2011, both
Ms. DiEdoardo and Ms. Davis complained they have experienced
significant difficulties in obtaining necessary information from
the principals involved with Free and Clear Holding Company II LLC
and Secured Assets Group (see In Re Free and Clear Holding Company
II LLC, Case No. 11-15145), they had requested -- and they
believed at the time, received -- adequate assurances that the
same issues would not reoccur in this case.

However, this did not occur and Ms. DiEdoardo and Ms. Davis have
been unable, despite their best efforts, to obtain necessary
information from their client to complete their schedules, let
alone to comply with the requests of the United States Trustee.

On June 13, 2011, and June 14, 2011, Ms. DiEdoardo and Ms. Davis
held a series of conferences with their client.  On June 14, 2011,
Garth Johnson, the president of Free and Clear Holding Company
III, finally authorized Ms. DiEdoardo and Ms. Davis to not oppose
a pending motion to dismiss, In Re Free and Clear Holding Company
II LLC, Case No. 11-15145, filed by the United States Trustee and
to file a motion to dismiss this Chapter 11 case.

Free and Clear Holding Company III LLC, based in Las Vegas,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
11-18289) on May 27, 2011.  Judge Bruce A. Markell presides over
the case.  The Law Offices of Christina Ann-Marie DiEdoardo served
as bankruptcy counsel but later obtained an order to withdraw as
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in both assets and debts.  The petition was signed by
Garth Johnson, managing member.


G&S LIVINGSTON: Can Hire Accountants and Tax Attorneys
------------------------------------------------------
The Honorable Morris Stern has approved G&S Livingston Realty,
Inc.'s application to employ (i) Koshers & Company as its
accountants, nunc pro tunc to the Petition Date, (ii) Reed Smith
LLP as its special corporate and tax counsel, nunc pro tunc to the
Petition Date, and (iii) Stavitsky & Associates LLC as its special
tax appeal counsel, nunc pro tunc to the Petition Date.

                 About G&S Livingston Realty, Inc.

G&S Livingston Realty, Inc., in New York, filed for Chapter 11
bankruptcy (Bankr D. N.J. Case No. 11-31751) on July 21, 2011,
Judge Morris Stern presiding.  Stephen V. Falanga, Esq., at
Connell LLP, serves as bankruptcy counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Greg Wasser, president.


GBB2 INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: GBB2 Inc.
        14925 Encendido
        San Diego, CA 92127

Bankruptcy Case No.: 11-15208

Chapter 11 Petition Date: September 12, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Vance F. Van Kolken, Esq.
                  LAW OFFICE OF VAN F. VAN KOLKEN
                  23905 Clinton Keith Rd., #114-288
                  Wildomar, CA 92595
                  Tel: (951) 315-6355
                  Fax: (951) 286-1787

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

Affiliate that simultaneously filed a Chapter 11 petition:

  Debtor              Case No.
  -----               --------
GBB3 Inc.             11-15205
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Barry Blythe, president.


GENCORP INC: Taps L-3's C. Cambria as VP & Gen. Counsel
-------------------------------------------------------
GenCorp Inc. appointed Christopher C. Cambria as vice president,
general counsel on Sept. 12.

According to a regulatory filing, Mr. Cambria will be paid an
annual base salary of $310,000, and will be eligible for an annual
bonus based on a target opportunity up to 50% of his annual base
salary.  Mr. Cambria will also receive a $25,000 sign-on bonus.

The Company has granted Mr. Cambria 20,000 Stock Appreciation
Rights that will vest in three equal increments: the first Sept.
12, 2012, the second Sept. 12, 2013, and the third Sept. 12, 2014.
Mr. Cambria is also eligible to participate in future grants
pursuant to the Company's Amended and Restated 2009 Equity and
Performance Incentive Plan and other Company performance incentive
plans extended to the senior executives of the Company generally,
at levels commensurate with his position.

Mr. Cambria, age 53, has most recently served as senior vice
president and senior counsel for Mergers and Acquisitions for L-3
Communications Holdings, Inc., from 2006 to Dec. 31, 2009, and as
Senior Vice President, Secretary and General Counsel from 2001 to
2006.

Mr. Cambria does not have any family relationship with any
director, executive officer or person nominated or chosen by the
Company to become a director or executive officer.  Mr. Cambria
did not have any material interest, direct or indirect, in any
material transaction, or any currently proposed material
transaction, to which the Company was or is to be a participant
since the beginning of the Company's last fiscal year.

A full-text copy of the Employment Offer Letter is available for
free at http://is.gd/pAc4Ua

                         About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet at May 31, 2011, showed $987.30
million in total assets, $1.14 billion in total liabilities, $4.70
million in redeemable common stock and a $165.80 million total
shareholders' deficit.

                           *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

As reported by the TCR on May 24, 2011, Moody's Investors Service
upgraded the corporate family and probability of default ratings
of GenCorp Inc. to B1 from B2.  The upgrade reflects the Company's
steady improvement to operating results, as a leading niche
supplier of solid and liquid rocket propulsion systems to prime
defense contractors.  Operating margins have grown to above 11%
(inclusive of Moody's standard adjustments) in the most recent
twelve-month period, resulting from growth in defense programs
that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost
controls.  GenCorp's funded backlog has grown steadily over
several years, and is now about 90% of sales.  The level of
backlog provides good forward revenue visibility and compares
favorably with other defense suppliers.


GLOBAL-TECH: Gets Notice of Non-Compliance From Nasdaq Global
-------------------------------------------------------------
Global-Tech Advanced Innovations Inc. GA received a letter dated
September 12, 2011 from The Nasdaq Global Market stating that
based upon its review of the Company's market value of publicly
held shares (MVPHS) for the last 30 consecutive business days, the
Company's common stock had not maintained a minimum market value
of publicly held shares of $5 million as required for continued
listing on The Nasdaq Global Market by Listing Rule 5450(b)(1)(C).

The notification letter has no effect at this time on the listing
of the Company's common stock on The Nasdaq Global Market. The
Company's common stock will continue to trade on The Nasdaq Global
Market under the symbol "GAI."

The notification letter states that the Company will be afforded
180 calendar days, or until March 12, 2012, to regain compliance
with the MVPHS requirement.  In order to regain compliance, the
Company must maintain a MVPHS of at least $5 million for a minimum
of ten consecutive business days.

In the event that the Company does not regain compliance by March
12, 2012, Nasdaq will provide written notification that the
Company's common stock is subject to delisting.  At that time, the
Company may appeal Nasdaq's delisting determination to a Nasdaq
Listing Qualifications Panel or, alternatively, apply for a
transfer to The Nasdaq Capital Market, provided it satisfies the
requirements for continued listing on that market. It is the
Company's belief that it currently meets the continued listing
requirements of The Nasdaq Capital Market.  As such, the Company
would likely pursue the transfer of its securities to The Nasdaq
Capital Market in the event that it fails to regain compliance for
continued listing on The Nasdaq Global Market.  To avail itself of
this alternative, the Company would need to submit an application
to transfer its securities prior to March 12, 2012.  The Nasdaq
Capital Market is a continuous trading market that operates in the
same manner as The Nasdaq Global Market.  In the event that the
Company's securities are transferred to The Nasdaq Capital Market,
the Company will continue to be required to meet certain financial
requirements and adhere to Nasdaq's corporate governance
standards.

Global-Tech Advanced Innovations Inc. is a holding company, owning
subsidiaries that manufacture and market a diversified portfolio
of products and services, such as complementary metal oxide
semiconductor (CMOS) camera modules (CCMs), floor care products,
and electronic manufacturing services (EMS).  The primary focus of
its subsidiaries is to develop and market high-quality products
and services for the communications industries within the China
market, as well as markets in North America, Europe, and other
countries throughout the world.


GLOBALSTAR INC: Receives Nasdaq Bid Price Non-Compliance Notice
---------------------------------------------------------------
Globalstar, Inc. GSAT has received a notice from the Nasdaq Stock
Market informing the Company that for the last 30 consecutive
business days, the bid price of the Company's common stock has
closed below the minimum $1.00 per share requirement for continued
inclusion by Listing Rule 5450(a)(1).  The letter stated that the
Company will be provided a grace period of 180 calendar days, or
until March 12, 2012, to regain compliance.

To regain compliance, anytime before March 12, 2012, the bid price
of the Company's common stock must close at $1.00 per share or
more for a minimum of 10 consecutive business days.  If the
Company does not regain compliance with Rule 5450(a)(1) by
March 12, 2012, Globalstar will be eligible for an additional 180
calendar day compliance period if it meets The Nasdaq Capital
Market initial listing criteria except for the bid price
requirement.  If the Company is not eligible for an additional
compliance period, Nasdaq will provide the Company with written
notification that its common stock will be delisted. At that time,
the Company may appeal Nasdaq's determination to delist its common
stock to the Listing Qualifications Panel.

                      About Globalstar, Inc.

Globalstar is a leading provider of mobile satellite voice and
data services.  Globalstar offers these services to commercial
customers and recreational consumers in more than 120 countries
around the world.  The Company's products include mobile and fixed
satellite telephones, simplex and duplex satellite data modems,
the SPOT family of mobile satellite consumer products including
the SPOT Satellite GPS Messenger(TM) and flexible airtime service
packages.  Many land based and maritime industries benefit from
Globalstar with increased productivity from remote areas beyond
cellular and landline service.  Global customer segments include:
oil and gas, government, mining, forestry, commercial fishing,
utilities, military, transportation, heavy construction, emergency
preparedness, and business continuity as well as individual
recreational consumers.  Globalstar data solutions are ideal for
various asset and personal tracking, data monitoring and SCADA
applications.  All SPOT products described in Globalstar or SPOT
LLC press releases are the products of Spot LLC, which is not
affiliated in any manner with Spot Image of Toulouse, France or
Spot Image Corporation of Chantilly, Virginia.


GO DADDY: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned to Go Daddy Operating Company,
LLC a first-time B1 Corporate Family (CFR) and Probability of
Default Rating (PDR), and a Ba3 rating to the proposed $750
million senior secured first lien term loan and $75 million senior
secured revolver. The rating outlook is stable.

RATING RATIONALE

The B1 CFR is supported by Go Daddy's market position as the
world's largest domain name registrar and online web-hosting
services provider with strong brand name recognition, which has
been boosted by aggressive marketing and advertising to promote
the brand through a range of mainstream media channels. Scale and
high recurring revenues lead to Moody's expectation for much
improved cash flow generation over the near-term. However, most of
the incremental operating cash flow will go to service the
interest on Go Daddy's high initial debt load. Debt service could
constrain Go Daddy's marketing and advertising at a time when
Moody's believes that competitors will begin to increase their own
outlays.

Go Daddy should benefit from the continuing secular growth in
small-to-medium sized business (SMB) online/IT services spending
and consumer Internet usage, to the point that Moody's expects Go
Daddy should sustain organic revenue growth that outpaces the
industry over the near-term. As a result of high customer renewals
and low churn, Moody's anticipates that Go Daddy will experience
somewhat lower revenue volatility compared to other single-B rated
peers over an economic downturn.

Go Daddy's business model balances the challenges of its highly
leveraged capital structure. The company has limited ability to
reduce debt over the near-to-intermediate term due to its high
debt servicing requirements going forward. Given Moody's
expectation for modest debt reduction, Moody's anticipates
financial leverage, as measured by total debt to cash flow from
operations (CFO) plus interest expense, will decline to only about
5x by year end 2012 from 7x (as of June 2011) pro forma for the
LBO debt recapitalization, principally from organic EBITDA
expansion.

Go Daddy maintains good liquidity. The business model generates
sizable cash flow from working capital (i.e., customers pay in
advance), as long as the business is growing, and requires
moderate capex. Further, Go Daddy has limited capacity to pay
dividends (i.e., restricted payments, as defined in the bank
credit agreement, is based on GAAP net income, which Moody's
expects to be negative), so Moody's expects Go Daddy to produce
positive free cash flow of $40 to $70 million over the next twelve
months. However, this free cash flow is modest relative to total
gross debt.

The stable rating outlook reflects Moody's expectations that Go
Daddy will continue to maintain and defend its leading market
position in domain name registration and web-hosting, up-sell
additional products to its customer base and profitably grow other
areas such as on-demand services to produce a growth rate faster
than the overall industry. The stable outlook also incorporates
the expectation that Go Daddy will maintain a low-cost customer
acquisition model, continued growth in subscriber additions, low
churn rates and relatively steady cash flow from operations.

Ratings could be upgraded if Go Daddy were to continue to increase
scale to further its leading market position, and demonstrate
strong growth in organic revenues and cash flow from operations to
reduce debt. Reduced financial leverage sustained below 4x
adjusted total debt to CFO plus interest expense would be an
important consideration for any upgrade.

Ratings may be downgraded if Go Daddy's competitive position were
to weaken, marketing and advertising effectiveness deteriorated
resulting in brand awareness erosion, subscriber growth declined,
and customer retention levels fell sharply (i.e., churn rates
materially increased) resulting in a meaningful deterioration in
deferred revenues and CFO. Ratings could also experience downward
pressure if the company: (i) engaged in debt-funded acquisitions
or a dividend recapitalization resulting in adjusted total debt to
CFO plus interest expense above 7x; (ii) paid sizable dividends
that resulted in negative free cash flow; or (iii) experienced
weakened liquidity.

Net proceeds from the $825 million senior secured credit
facilities together with $300 million of (unrated) senior
unsecured 8-year notes (to be purchased in their entirety by
affiliate Go Daddy Group, Inc.), $859 million of cash equity from
private equity sponsors (KKR, Silver Lake and Technology Crossover
Ventures) and $444 million of rollover equity (from the founder
and management) will be used to purchase Go Daddy for $2.3 billion
in a highly leveraged transaction.

Assignments:

Corporate Family Rating -- B1

Probability of Default Rating -- B1

$ 75 Million Senior Secured Revolver due 2016 -- Ba3 (LGD-3, 35%)

$750 Million Senior Secured First Lien Term Loan due 2018 -- Ba3
(LGD-3, 35%)

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Go Daddy's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such
as: (1) the business risk and competitive position of the company
versus others within its industry; (2) the capital structure and
financial risk of the company; (3) the projected performance of
the company over the near-to-intermediate term; and (4)
management's track record and tolerance for risk. These attributes
were compared against other issuers both within and outside of Go
Daddy's core industry, and Go Daddy's ratings are believed to be
comparable to those of other issuers of similar credit risk.

Go Daddy, with headquarters in Scottsdale, AZ, is a leading
provider of domain name registration, website hosting and on-
demand and other services. GAAP revenues and cash revenues for the
twelve months ended June 30, 2011 were $822 million and $1.04
billion, respectively.


GP WEST: Has CPG/GS Nod for Cash Use Pending Settlement Talks
-------------------------------------------------------------
GP West, Inc., asked the U.S. Bankruptcy Court for the District of
Puerto Rico for approval of a stipulation agreement with CPG/GS
PR NPL LLC extending the use of cash collateral and granting
adequate protection.

At the Sept. 13 hearing on the motion, the Hon. Enrique S.
Lamoutte Inclan of the U.S. Bankruptcy Court for the District of
Puerto Rico has directed GP West, Inc., and CPG/GS PR NPL LLC to
file the settlement agreement within 14 days, or until Sept. 26,
2011.

Judge Lamoutte Inclan also held CPG/GS' motion for relief from
stay in abeyance.  The Debtor and CPG/GS have had multiple
discussions in an attempt to resolve, among others, the issues
addressed in CPG/GS' Motion for Relief from Stay.

CPG/GS consents to the use of its cash collateral under the same
terms and conditions set forth in the cash collateral stipulation,
with a budget for permitted expenses equal to 25% of the permitted
expenses for the period ending September 13.

The Court previously entered an order lifting the automatic stay
in favor of CPG/GS.  As a result of the stipulation, the Court has
set aside the order pending the conclusion of the negotiations
between the parties.

                           About GP West

GP West, Inc., based in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011.
Eduardo J. Corretjer Reyes, Esq., represents the Debtor in its
restructuring effort.  CPA Luis R. Carrasquillo & Co., P.S.C.,
serves as financial consultant.  In its schedules, the Debtor
disclosed $13,384,251 in assets and $132,825,590 in debts.  The
petition was signed by Jose Teixidor Mendez, president.

No trustee or examiner has been appointed in this Chapter 11
case, and no official committee of creditors or otherwise has been
appointed or designated.


GREAT ATLANTIC: Supermarket Workers Worry Over Job Security
-----------------------------------------------------------
Liz Goff at the Queens Gazette reports that workers at Pathmark
and Waldbaum's Supermarkets in New York are walking a tightrope,
wondering if a bankruptcy filing by parent company, Atlantic &
Pacific Tea Company Inc., is putting their jobs in jeopardy.

According to the report, since that filing, the supermarket
operator submitted proposals to local unions outlining a list of
amendments to their current contracts -- including a "general",
five-year wage freeze, wage reductions from several local unions
and collective bargaining agents, revisions of the way stores are
closed, as well as layoffs and severance payments.

A&P officials, on Aug. 16, filed a second request with a
bankruptcy judge, asking the court to extend its exclusive right
to propose a Chapter 11 plan until January 16, 2012.  A
spokesperson for the once-mighty supermarket operator said A&P
must achieve substantial cost savings through labor cost
reductions in order to emerge from the Chapter 11 filing.

                  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 Reduce DIP Loans' EBITDA Requirements
--------------------------------------------------------------
The Great Atlantic & Pacific Team Company, Inc., is seeking to
amend its Third Amended and Restated Superpriority Debtor In
Possession Credit Agreement dated as of Jan. 13, 2011, among the
Company, certain of its subsidiaries, the lenders party thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent and as
Collateral Agent.

The Company is seeking to, among other things, amend the covenants
regarding Minimum Excess Availability and Minimum Cumulative
EBITDA.  In particular, the Company is seeking to (i) change the
measurement intervals for Minimum Excess Availability requirements
and (ii) reduce its Minimum Cumulative EBITDA requirements and
have them measured beginning with respect to the period ending
Dec. 31, 2011, rather than prior to such time as required by the
DIP Credit Agreement, provided that such requirements will not be
applicable if the Company has filed a plan of reorganization with
the bankruptcy court on or before such date pursuant to which the
Lenders would be repaid in full.

"There are no assurances that the Company will be successful in
its negotiations with the Lenders," the Company said in the Form
8-K filing.  "If the Company isn't successful, the Company may be
in default under the DIP Credit Agreement."

As reported in the TCR on Jan. 14, 2011, the Debtors obtained
final approval from the U.S. Bankruptcy Court for the Southern
District of New York to enter into a debtor-in-possession credit
agreement with JPMorgan Chase Bank, N.A.

The final order authorized the Debtors to borrow money and obtain
letters of credit pursuant to the DIP Credit Agreement up to an
aggregate principal or face amount of $800 million.

A full-text copy of the final DIP order is available for free at
http://bankrupt.com/misc/A&P_FinalDIPorder.pdf

As reported in the TCR on July 18, 2011, The Great Atlantic &
Pacific Tea Company, Inc., on July 8, 2011, and certain of its
U.S. subsidiaries, each as a borrower, entered into the First
Amendment with the Agent and the Lenders, to amend the Third
Amended and Restated Superpriority Debtor-In-Possession Credit
Agreement, dated as of Jan. 13, 2011, by and among the Company,
its subsidiaries that are borrowers party thereto, JPMorgan Chase
Bank, N.A., as administrative agent and as collateral agent and
the lenders from time to time party thereto.

Pursuant to the terms of the First Amendment, among other things,
any of the dispositions by the Company and its subsidiaries of
their 25 SuperFresh stores as specified therein will not
constitute a prepayment event, and the proceeds of such
dispositions will not be required to be applied to prepayment of
the loans under the DIP Credit Agreement.  The First Amendment
also contains some other clarifying changes.

A copy of the First Amendment to Third Amended and Restated
Superpriority Debtor-In-Possession Credit Agreement, dated
Jan. 13, 2011, is available at:

  http://bankrupt.com/misc/a&p.firstamendmentto3rdamendedDIP.pdf

                 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: Dyer & Berens LLP Files Class Action Lawsuit
------------------------------------------------------------
Dyer & Berens LLP has filed a class action lawsuit in the United
States District Court for the District of New Jersey on behalf of
all persons who purchased or otherwise acquired the securities of
The Great Atlantic & Pacific Tea Company, Inc. between July 23,
2009 and December 10, 2010, inclusive.

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.


HARBOUR EAST: Court OKs Expanded Services of Kramer & Associates
----------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida granted Harbour East Development, Ltd.'s
request to expand the scope of retention of Kramer & Associates,
P.A., as tax accountants, specifically for the firm to prepare the
Debtor's 2010 tax return, nunc pro tunc to June 10, 2011.

                        About Harbour East

Harbour East Development, Ltd., is the developer and owner of the
luxury residential condominium development known as CIELO on the
Bay located at 7935 East Drive, North Bay Village.  CIELO contains
35 residential condominium units.

Harbour East filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 10-20733) on April 22, 2010.  Michael L. Schuster, Esq.,
who has an office in Miami, Florida, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million,
as of the Chapter 11 filing.

Judge Cristol denied the request of 7935 NBV LLC's request to
dismiss the case.

No creditors' committee has been appointed in the case.  In
addition, no request for the appointment of a trustee or examiner
has been made.


HARRY & DAVID: Exits Bankruptcy in Advance of Holiday Season
------------------------------------------------------------
Harry & David Holdings, Inc. has successfully completed its
reorganization efforts and emerged from Chapter 11 bankruptcy, in
advance of the 2011 holiday season.

"Today marks the beginning of a new era of growth for Harry &
David.  Our successful reorganization plan provides us with a
strong financial foundation from which we will drive the future
growth of the business," said Kay Hong, Chief Restructuring
Officer and interim Chief Executive Officer.  "We would like to
thank our vendor partners, customers, and creditors for their
steadfast support of Harry & David.  I would also like to thank
our dedicated employees who worked tirelessly during the
bankruptcy to build a strong platform for the future.  On behalf
of our leadership team, we look forward to working together with
all of our key stakeholders as we enter our next phase of growth."

Harry & David received court approval of its Plan of
Reorganization and emerged from Chapter 11 in less than six
months.  With this efficient emergence from bankruptcy, Harry &
David is poised to enter the holiday season well-capitalized, with
a robust harvest and terrific offering of gifts.

"Our current outstanding harvest pears provide us with excellent
momentum as we begin the fall season.  We are very excited about
the wide array of new gifts and classic favorites we will be
offering throughout this fall and holiday.  From our delicious
fruit and chocolate gifts to our Moose Munch(R) snacks, I'm
confident our customers will be delighted with Harry & David's
superior gift experience and unparalleled customer service,"
continued Ms. Hong.  "Harry & David is an iconic brand, which is
now better positioned to provide a superior gifting experience and
long-term profitable growth for many years to come."

                       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.

The Company's bondholders are being advised by Stroock & Stroock &
Lavan LLP, as legal counsel, and Moelis & Company, as financial
advisor.  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.


HAWKER BEECHCRAFT: Moody's Lowers Corp. Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service has lowered all the credit ratings,
including the corporate family rating to Caa3 from Caa2, of Hawker
Beechcraft Acquisition Company LLC. The rating outlook is
negative.

The ratings are:

Corporate Family, to Caa3 from Caa2

Probability of Default, to Caa3 from Caa2

$240.3 million first-lien revolving credit facility due 2013, to
Caa2 LGD3, 30% from Caa1 LGD3, 32%

$1,212.8 million first-lien term loan due 2014, to Caa2 LGD3, 30%
from Caa1 LGD 3, 32%

$198.5 million first-lien incremental term loan due 2014, to Caa2
LGD3, 30% from Caa1 LGD3, 32%

$75.0 million synthetic letter of credit facility due 2014, to
Caa2 LGD3, 30% from Caa1 LGD3, 32%

$182.9 million senior unsecured notes due 2015, to Ca LGD5, 80%
from Caa3 LGD5, 82%

$302.6 million senior unsecured PIK-election notes due 2015, to Ca
LGD5, 80% from Caa3 LGD5, 82%

$145.1 million senior subordinated notes due 2017, affirmed at Ca
LGD6, 95%

Speculative grade liquidity, to SGL-4 from SGL-3

Outlook, Negative

RATINGS RATIONALE

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon. Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable. Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook. Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio. While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak. As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis).

Moody's also views the liquidity profile to be weak and have
lowered the speculative grade liquidity rating to SGL-4 from SGL-
3. Cash fell to $143 million by June 30, 2011 from $423 million on
December 31, 2010 with a substantial cashflow deficit after
interest, working capital and capital expenditures. The company
borrowed $50 million on its revolver in July/August and expects
more revolver borrowing to help fund operations through 2011.
Unexpected delivery disruptions on the Hawker 4000 and King Air
models amplified the H1-2011 deficit. The Hawker 4000 disruption
stemmed from delayed certification of software used in the plane's
operations. While FAA certification has recently been received,
permitting resumption of U.S. deliveries, certification for
international deliveries has not yet occurred and the majority of
the 4000's orders are from non-U.S. based buyers. King Air
production was disrupted because of problems that accompanied the
planned transition of production out of Hawker Beechcraft's Kansas
location to third party suppliers and the company's lower-cost
Mexico facility. Should full deliveries and production resume,
working capital could decrease in Q4-2011 (as it has in most years
for Hawker Beechcraft), improving the cash balance and decreasing
revolver borrowings. Still, it is Moody's view that the company's
ability to maintain compliance as the revolver's financial
covenant tests tighten over 2012 seems unlikely due to the
Business and General Aviation demand outlook. The revolver expires
in March 2013.

The ratings would be lowered if any form of debt restructuring
were pursued that would likely result in losses for debtholders.
Upward rating momentum could occur if the company's business
prospects were to strengthen such that it were able to sustain
profitable operations, refinance the $1.4 billion of term loans
due March 2014, and maintain a more robust liquidity profile.

The principal methodology used in rating Hawker Beechcraft
Acquisition Company LLC was the Global Aerospace and Defense
Industry Methodology published in June 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Hawker Beechcraft Acquisition Company, LLC ("Hawker Beechcraft")
manufactures business jets, turboprops and piston aircraft for
corporations, governments and individuals. The company operates in
three business segments: Business and General Aviation,
Trainer/Attack, and Customer Support. For the last twelve months
ended June 30, 2011 revenues were $2.7 billion.


HEARUSA INC: Completes Sale of Assets to Siemens
------------------------------------------------
HearUSA, Inc. completed the previously announced sale of
substantially all of its assets to Siemens Hearing Instruments,
Inc. through Siemens' newly formed subsidiary, Audiology
Distribution, LLC, in a sale conducted under the provisions of
Section 363 of the U.S. Bankruptcy Code.  The U.S. Bankruptcy
Court for the Southern District of Florida, West Palm Beach
Division, had previously entered the order approving the sale on
August 17, 2011.

The aggregate consideration received by the company was comprised
of approximately $71 million in cash plus the assumption of
certain liabilities.  As previously reported, Siemens credit bid
approximately $30.7 million of its secured loan to the company in
connection with the 363 sale, reducing the liability of the
company under the secured loan.  The company anticipates that,
after it files a Chapter 11 plan of liquidation with the
Bankruptcy Court, the net proceeds of the sale will first be used
to satisfy any priority administrative claims in full and allowed
claims of the company's secured and unsecured creditors in
accordance with the priority of payment under the Bankruptcy Code.
Although there can be no assurance of the amounts, if any, that
will be available after satisfaction of administrative claims and
creditors, the company expects there will be remaining net
proceeds and that those will be distributed to the company's
equity holders pursuant to the plan of liquidation.

It is anticipated that the plan of liquidation will be filed with
the Bankruptcy Court within 45 days, with the goal of seeking
confirmation and an effective date of the plan prior to year end.

Also in connection with the consummation of the sale, the company
has changed its name to HUSA Liquidating Corporation.  As part of
the assets sold, Audiology Distribution, LLC acquired all rights
and title to the name "HearUSA" and will use such trade name going
forward.

                       About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.   Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

As reported in the TCR on Aug. 31, 2011, the U.S. Bankruptcy Court
for the Southern District of Florida approved on Aug. 17, 2011,
the sale of substantially all of the assets of the Company to
Audiology Distribution, LLC, a wholly owed subsidiary of Siemens
Hearing Instruments, Inc., who submitted the highest and best bid
for the assets in the July 29, 2011 Section 363 auction.

Pursuant to the terms of the Asset Purchase Agreement, the
purchaser has agreed to purchase the acquired assets for a
purchase price estimated at approximately $109 million.  The
purchase price is comprised of $66.8 million in cash plus certain
assumed liabilities (which includes repayment or assumption of the
$10 million debtor-in-possession (DIP) financing provided by the
stalking horse bidder, William Demant Holdings A/S), plus the
payment of cure costs for assumed contracts, and the assumption of
various liabilities of the company.


HINGHAM CAMPUS: Sovereign Bank Withdraws Motion for Mediation
-------------------------------------------------------------
Sovereign Bank has withdrawn a July 1, 2011 emergency motion for
an order directing mediation with Linden Ponds Inc.  The Motion
has become moot by reason of the parties' resolution of the
disputed issues.

Dow Jones' DBR Small Cap reports that Linden Ponds Inc. is
fighting mediation proposed by secured creditor Sovereign Bank on
the grounds that it would force the Massachusetts retirement-
community operator to start its restructuring from scratch.

Prepetition, the Debtors reached an agreement where holders of 40%
of the bonds have pledged to support and vote in favor of a Joint
Plan of Reorganization of the Debtors.  The Debtors add that the
three impaired classes under the Plan have indicated that they
will accept the Plan.  Redwood Capital Investors LLC, will retain
its ownership interest of the Debtors through the Plan.

The Debtors have sought a joint hearing on Sept. 15 and Sept. 16
for approval of the disclosure statement and confirmation of the
reorganization plan.

Redwood is providing $6 million in a postpetition revolving credit
facility for Hingham Campus' Chapter 11 case.  The DIP financing
will mature on Nov. 8, 2011.  The DIP financing requires a joint
hearing on the Disclosure Statement and the Plan within 120 days
of the Petition Date.

Sovereign Bank is represented by:

         Jeffrey A. Marks, Esq.
         Elliot M. Smith, Esq.
         SQUIRE SANDERS & DEMPSEY (US) LLP
         221 East Fourth Street, Suite 2900
         Cincinnati, Ohio 45202-4095
         Tel: (513) 361-1200
         Fax: (513) 361-1201
         E-mail: jeffrey.marks@ssd.com
                 elliot.smith@ssd.com

                   - and -

         John Robert Weiss, Esq.
         DUANE MORRIS LLP
         190 South LaSalle Street, Suite 3700
         Chicago, Illinois 60603-3433
         Tel: (312) 499-6700
         Fax: (312) 499-6701
         E-mail: JRWeiss@duanemorris.com

                   - and -

         Sean J. McCaffity, Esq.
         Eric M. Van Horn, Esq.
         ROCHELLE MCCULLOUGH, LLP
         325 N. St. Paul, Suite 4500
         Dallas, Texas 75201
         Tel: (214) 580-2589
         Fax: (214) 953-0185
         E-mail: smccaffity@romclawyers.com
                 evanhorn@romclawyers.com

               About Linden Ponds and Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15, 2011.  Hingham Campus estimated assets and debts of
$100 million to $500 million.  Debt includes $156.4 million owing
on bonds issued by the Massachusetts Development Finance Agency,
with Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided
fora sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.
Alvarez & Marsal Healthcare Industry, LLC, provides a chief
restructuring officer, and additional personnel, Houlihan Lokey
Capital, Inc., serves as investment banker and financial advisor,
Thomas L. Brod t/a North Shores Consulting serves as bond
consultant, and Epiq Bankruptcy Solutions, LLC, serves as the
noticing, claims, and balloting agent.


HOLDINGS OF EVANS: Hiring Shepard Plunkett as Chapter 11 Counsel
----------------------------------------------------------------
Holdings of Evans LLC, dba Candlewood Suites, seeks Bankruptcy
Court permission to employ Shepard Plunkett Hamilton Boudreaux LLC
as its Chapter 11 counsel.

Prepetition, the Debtor deposited a $50,000 retainer with Todd
Boudreaux.

The firm's Mr. Boudreaux, Daniel Hamilton, John P. Manton III and
Jenna B. Matson will provide services to the Debtor.  Each
attorney bills $275 per hour.  The firm's paralegals -- Kristie
Leahey and Carla Woodward -- will render service at $95 an hour.

Mr. Boudreaux attests that his firm does not represent any
interest adverse to the Debtor.

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No.
11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides over the
case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by GB Sharma, managing member.


HOLDINGS OF EVANS: Sec. 341 Creditors' Meeting Set for Sept. 29
---------------------------------------------------------------
A meeting of creditors pursuant to Sec. 341 of the Bankruptcy Code
is scheduled in the Chapter 11 case of Holdings of Evans LLC, dba
Candlewood Suites, for Sept. 29, 2011, at 2:30 p.m., at Federal
Justice Center, Plaza Bldg, 600 James Brown Blvd (9th St), 341
Meeting Room (1st Fl), in Augusta, Georgia.

This is the first meeting of creditors pursuant to Sec. 341(a).
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.

Proofs of claim are due Dec. 28, 2011.  Governmental units' proofs
of claim are due Feb. 29, 2012.

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No.
11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides over the
case.  Todd Boudreaux, Esq., at Shepard Plunkett Hamilton
Boudreaux, 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 GB
Sharma, managing member.


HORIZON LINES: Amends Tender Offer Statement with SEC
-----------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to its Tender Offer Statement which
amends and supplements the Tender Offer Statement on Schedule TO
filed with the SEC on Aug. 26, 2011.  The Schedule TO relates to
an exchange offer by the Company with respect to its outstanding
4.25% Convertible Senior Notes due 2012 and a related solicitation
of consents for certain proposed amendments to the indenture
governing the convertible old notes.  A full-text copy of the
amended prospectus is available for free at http://is.gd/a48pT7

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at June 26, 2011, showed
$794.96 million in total assets, $793.45 million in total
liabilities, and a stockholders' deficit of $1.51 million.

The Company expects to experience a covenant breach under the
Senior Credit Facility in connection with the amended financial
covenants upon the close of the third fiscal quarter of 2011.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt Horizon
Lines' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 26, 2010.  The
independent auditors noted that there is uncertainty that Horizon
Lines will remain in compliance with certain debt covenants
throughout 2011 and will be able to cure the acceleration clause
contained in the convertible notes.

                           *    *      *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


INFOGROUP INC: S&P Affirms 'B+', Revises Outlook to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
infoGROUP Inc. to negative from stable and affirmed its ratings on
the company, including the 'B+' corporate credit rating.

"The outlook revision reflects infoGROUP's weaker-than-expected
performance and our concern that the U.S. economy could affect the
company's revenue stability, resulting in increasing debt leverage
and deteriorating discretionary cash flow," said Standard & Poor's
credit analyst Hal Diamond.

The corporate credit rating on infoGROUP reflects Standard &
Poor's expectation that leverage will remain high over the
intermediate term as the company continues its acquisitive growth
and shareholder return-focused strategy. "We consider the
company's business risk profile weak, because of its narrow
product line, competitive conditions in the markets in which it
operates, and exposure to highly cyclical direct marketing
spending. Relatively high leverage resulting from the 2010
leveraged buyout (LBO) and the May 2011 special dividend underpin
our view that infoGROUP's financial risk profile is aggressive,"
S&P related.

"We expect infoGROUP to continue to underperform some of its
larger U.S. peers, and maintain a lower EBITDA margin in the mid-
to-high teens," said Mr. Diamond. "InfoGROUP operates in the
direct marketing industry, which we consider mature, cyclical, and
highly competitive. We believe these dynamics will result in the
company achieving organic flat revenue and EBITDA growth on
average, over the long term."

InfoGROUP provides business and consumer information, database
marketing services, data processing services, and sales and
marketing solutions to both large and small corporations in a wide
range of industries. The company's proprietary database of
business and consumer information is an important support to the
rating, along with its diverse customer base of business
subscribers. Nearly 60% of the company's business is derived from
clients in growing digital direct marketing channels. The
traditional direct mail business, which still accounts for a
significant portion of sales, faces the possibility of long-term
gradual secular decline. Many of its competitors have longer
operating histories, better name recognition, and greater
financial resources, which may put the company at a competitive
disadvantage. Also, infoGROUP may face increased competition from
new entrants, especially online start-ups with low initial capital
requirements.

"The negative outlook reflects our expectation that operating
performance could continue to deteriorate into 2012, resulting in
a further rise in debt leverage," S&P stated.


INNKEEPERS USA: Buys Time to Continue Suit Against Cerberus
-----------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley Chapman on Wednesday gave Innkeepers USA Trust more
time to continue contract litigation against a Cerberus Capital-
led investment group that reneged on a $1.1 billion deal to buy 64
hotels from the bankrupt property owner.

Judge Chapman approved Innkeepers' agreement with Cerberus Four
Holdings LLC, Chatham Lodging Trust and other entities that
extends the company's exclusive control over the advancement of a
reorganization plan until at least Nov. 9, according to Law360.

                      Cerberus Sale Collapses

In June 2011, the Bankruptcy Court confirmed Innkeepers' chapter
11 plan of reorganization.  The Plan is premised on the sale of
the Company's hotel portfolio.

A joint venture between the private-equity firm Cerberus Capital
Management, L.P. and the real estate investment trust Chatham
Lodging agreed to purchase for roughly $1.12 billion the equity in
entities that own and operate 65 of the Company's hotels.
Cerberus and Chatham agreed to pay $400.5 million cash and assume
about $723.8 million mortgage debt for the hotels.  Chatham
Lodging also agreed to purchase for $195 million, five of the
Company's hotels that serve as collateral for loan trusts serviced
by LNR Partners LLC.  The deal for the five hotels closed in July
2011.

Cerberus and Chatham on Aug. 19 terminated a deal to acquire a
portfolio of Innkeepers USA Trust's hotels.  In a statement,
Cerberus and Chatham said they had abandoned the deal "as a result
of the occurrence of a condition, change or development that could
reasonably be expected to have a material adverse effect" on
Innkeepers' business, operations or financial condition, among
other things.

The deal had a Sept. 15, 2011 deadline to close.  Cerberus and
Chatham are required to pay a $20 million termination fee under
the bankruptcy court-approved asset purchase agreement.

Innkeepers insists that no changes have occurred to the hotel
owner's business that would trigger the "material adverse effect"
clause in the buyout's contract.

The Debtors have filed a complaint against Cerberus, Chatham
Lodging Trust and other related defendants for breach of contract
and other claims for reneging on their commitment to acquire 64
hotels from Innkeepers.  The lawsuit is Innkeepers USA Trust v.
Cerberus Four Holdings LLC (In re Innkeepers USA Trust), 11-02557,
U.S. Bankruptcy Court, Southern District New York (Manhattan).

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred $1.29 billion of secured debt.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.


JACOBS FINANCIAL: Incurs $1.3 Million Net Loss in Fiscal 2011
-------------------------------------------------------------
Jacobs Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K reporting a net
loss of $1.30 million on $1.56 million of total revenues for the
year ended May 31, 2011, compared with a net loss of $1.45 million
on $1.37 million of total revenues during the prior year.

The Company's balance sheet at May 31, 2011, showed $8.66 million
in total assets, $13.49 million in total liabilities,
$3.13 million in total mandatorily redeemable preferred stock, and
a $7.97 million total stockholders' deficit.

Malin, Bergquist & Co., LLP, in Pittsburgh, PA, noted that the
Company's significant net working capital deficit and operating
losses raise substantial doubt about its ability to continue as a
going concern.

A full-text copy of the Form 10-K is available for free at:

                        http://is.gd/odY6fE

                       About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.


JAMES T BRUNSON: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: James T. Brunson, DDS, A Professional Dental Corporation
        72650 Fred Waring Drive, Suite 109-A
        Palm Desert, CA 92260

Bankruptcy Case No.: 11-38900

Chapter 11 Petition Date: September 12, 2011

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: Daniel C. Sever, Esq.
                  SEVER LAW OFFICE
                  41750 Rancho Las Palmas, Suite N-2
                  Rancho Mirage, CA 92270
                  Tel: (760) 773-0720
                  Fax: (760) 773-0732
                  E-mail: dansever@severlegal.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-38900.pdf

The petition was signed by James T. Brunson, president.


JEFFERSON, AL: Officials Want More Cuts as Bankruptcy Vote Looms
----------------------------------------------------------------
The Wall Street Journal's Michael Corkery and Dow Jones Newswires'
Kelly Nolan report that officials at Jefferson County, Ala., are
pressing for steeper concessions from holders of $3.14 billion in
sewer debt before a scheduled vote Friday that could result in the
largest municipal bankruptcy in U.S. history.

According to people familiar with the situation, holders of the
sewer debt that include J.P. Morgan Chase & Co. have agreed to
forgive $1.18 billion in debt, up from their offer last month of
about $1 billion.  The sources said the debt holders want the
sewer system to be turned over to an independent entity with
minimal county involvement.

The report says Jefferson County officials have told bondholders
in recent negotiations that the county wants to keep ownership of
the assets of the troubled sewer system.

According to the report, the debt holders believed until a few
weeks ago that Jefferson County officials had agreed to the
handover.

The report notes the outcome of the negotiations remained unclear
late Thursday, but some of the county's five commissioners said
they were optimistic that a deal could be approved when the panel
meets Friday.  If they don't reach an agreement, the county
commissioners could follow through on their threats to file for
Chapter 9 bankruptcy protection.

"When bondholders feel they need to come to the table and give up
so much, that suggests that Chapter 9 can be used effectively as
leverage," said David Skeel, a University of Pennsylvania law
professor who studies municipal bankruptcy, according to the
report. Under Chapter 9, a municipality continues to operate while
it comes up with a plan to restructure its debt and other
obligations.

The report says spokesmen for J.P. Morgan and Bank of America
declined to comment on the negotiations.

Jefferson County defaulted on the county's sewer debt in 2008.

The report notes people familiar with the matter said J.P. Morgan
has agreed to absorb the biggest chunk of concessions in the
proposed debt restructuring.  J.P. Morgan in 2009 paid $75 million
in penalties and fees and agreed to forfeit an additional $647
million in termination fees to settle federal securities charges
related to the sewer debt.  J.P. Morgan arranged the original
sewer debt deal.  The bank neither admitted nor denied the
securities allegations as part of the settlement.

                      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.


KEARSARGE HOUSE: To Remain Open While in Chapter 11
---------------------------------------------------
Susan Morse at Sea Coast Online, citing papers filed with the
court, reports that Kearsarge House LLC, which is in Chapter 11
bankruptcy, has disclosed debt of $88,311 in a loan from Kennebunk
Savings Bank.  Kearsarge House also owes $14,407 to the town of
York and $1,597 to the York Sewer District

Kearsarge House, 6 Railroad Ave., in York, Maine, houses long-
standing retail store Shelton's and the restaurant Guac N' Roll,
which opened last year.  Both businesses "will remain open,
absolutely," said Lorri O'Brien, who is listed as manager of
Kearsarge House LLC in the company's 2011 Annual Report filed with
the Maine secretary of state.

Attorney Peter Cary of Portland represents Kearsarge House LLC

The report says Kearsarge House was scheduled for auction on Aug.
31, 2011.  The auction was cancelled after Kearsarge House
declared bankruptcy, according to Jill Daviero, senior vice
president of auctioneer Tranzon Auction Properties.

The report relates that the foreclosure auction for the eight
units called the Atlantic-Kearsarge Condominiums at Atlantic House
at York Beach LLC, is scheduled for 11 a.m., Wednesday, Sept. 28,
at 2 Beach St., York Beach.  A previous foreclosure auction of the
same property scheduled earlier this year was postponed and then
canceled after O'Brien said she and mortgage holder Lawrence
Investment Holding LLC, no address given, came to an agreement.

The report notes the notice of intention to foreclose lists
Atlantic House at York Beach LLC, c/o A-K Holding Company, LLC, 26
Brickyard Court, Suite 6, York, the same address as Kearsarge
House.

Kearsarge House and its 0.31-acre of land is valued at
$1.5 million.

Kearsarge House filed for Chapter 11 protection (Bankr. D. Maine.
Case No. 11-21276) on Aug. 30, 2011.  Peter G. Cary, Esq., at
Mittel asen, LLC, represents the Debtor.  The Debtor estimated
both assets and debts of between $1 million and $10 million.


KTLA LLC: Faces No Objections to Cash Collateral Use
----------------------------------------------------
KTLA, LLC, asks the Bankruptcy Court for entry of order regarding
the motion for approval of the cash collateral stipulation on its
properties at 709 South Mariposa Ave., 720 South Normandie Ave.,
1200 Hoover Street, and 1209 Lake Street, all in Los Angeles,
Calif.

The Debtor served notices that anyone objecting to the motion must
file with the Court and serve objection on counsel for the Debtors
within 21 days of mailing of the notices.  More than 21 days has
elapsed since service of the notices, and no objection was filed
or received by counsel for the Debtor.

As a result, the Debtor asks for entry of an order granting the
Motion by default.

                          About KTLA LLC

San Francisco, California-based KTLA LLC filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-32401) on June 27,
2011.  Judge Thomas E. Carlson presides over the case.  Reno F.R.
Fernandez, Esq., and Iain A. Macdonald, Esq., at MacDonald and
Associates, serve as bankruptcy counsel.  In its petition, KTLA
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Graham Seel, SVP, California Mortgage and
Realty.


LAS VEGAS MONORAIL: Talks Stay Plan Hearing to Nov. 14
------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that, as a result
of negotiations with its largest creditors, the Las Vegas Monorail
will postpone the hearing on its bankruptcy reorganization plan to
Nov. 14, 2011.

According to court papers filed by attorneys for the monorail, the
talks are culminating on a substantial revision to the current
plan.  The monorail expects to file the amended plan soon, but
then creditors will have to vote on it again. This will require
extra time to exit Chapter 11 proceedings.

The report notes, however, had the monorail and bondholders
continued to oppose each other, it could have led to a lengthy and
expensive hearing.

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
at Gordon Silver, assists the Company in its restructuring effort.
Alvarez & Marsal North America, LLC, is the Debtor's financial
advisor.  Stradling Yocca Carlson & Rauth is the Debtor's special
bond counsel.  Jones Vargas is the Debtor's special corporate
counsel.  The Company disclosed $395,959,764 in assets and
$769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LEED CORP: Committee Retains C. R. Jorgensen as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors sought and obtained
authority from the Honorable Jim D. Pappas to retain Craig R.
Jorgensen as its attorney.

As counsel, Mr. Jorgensen will:

     * give the Committee legal advice with respect to its duties
       and powers in this case;

     * assist the Committee in its investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtor, the operation of the Debtor's business,
       investigation of the activities of the other creditors,
       and any other matter relevant to the case;

     * participate with the Committee in matters relating to the
       Debtor's plan of reorganization;

     * assist the Committee in requesting the appointment of a
       trustee or examiner, should it become necessary;

     * assist the Committee in responding to subpoenas served on
       committee members; and

     * perform other legal services as may be required and in the
       interest of the Committee.

Mr. Jorgensen will be paid at an hourly rate of $185 and
reimbursed for costs incurred.

The Creditors' Committee believes that Mr. Jorgensen represents no
other entity in connection with this case.

Mr. Jorgensen can be contacted at:

         Craig R. Jorgensen, Esq.
         Attorney at Law
         602 S. 5th, PO Box 4904
         Pocatello, Idaho 83205-4904
         Tel: (208) 237-4100
         Fax: (208) 232-8867

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


M WAIKIKI: Marriott Challenges Termination of Management Deal
-------------------------------------------------------------
Marriott Hotel Services, Inc., is challenging M Waikiki LLC's
request to reject the parties' management agreement, dated July 9,
2008.  M Waikiki said the contract was validly terminated pre-
bankruptcy, but wants the Bankruptcy Court to confirm that, out of
an abundance of caution.

"The Hotel was previously managed (or, more accurately stated,
mismanaged) by Marriott," M Waikiki said.

M Waikiki terminated Marriott on Aug. 28, 2011, and installed
Modern Management Services LLC as the manager of the Hotel.

M Waikiki pointed out that the Hotel, under Marriott's management,
sustained a net operating loss of more than $8.4 million in the
first 10 months it was open, performed substantially below the
"competitive set" of hotels against which the Hotel's performance
was measured, and was projecting a loss of an additional $1.9
million for the remainder of 2011.

M Waikiki said Marriott also failed to perform its duties under,
and breached, a Design and Technical Services and Pre-Opening
Agreement.

M Waikiki said the Hotel faced continuing operating losses of
millions of dollars that it, its lenders and members either could
not or would not fund.

In May 2011, M Waikiki commenced an action in New York State
Supreme Court against Marriott and other defendants for damages
and equitable relief.  Marriott continued to manage the Hotel
while the litigation was pending.  In July 2011, Marriott again
revised upward the projected operating losses for the remainder of
2011.

In its objection, Marriott called M Waikiki's Motion to Reject
"entirely premature."  Marriott said the bankruptcy case is a
gross misuse by the Debtor of the bankruptcy process for the sole
purpose of terminating a management agreement that a state court
of the Debtor's choosing already ruled was not terminated
prepetition.  Marriott accused the Debtor of shopping for a new
forum "for a more favorable decision without regard to the best
interest of creditors or whether a reorganization is viable."

Marriott filed on Aug. 1, 2011, a motion to dismiss the complaint.
The Debtor's response has yet to be filed.  According to Marriott,
rather than respond to the motion to dismiss, on Aug. 28, 2011,
the Debtor engaged in unlawful self-help. Specifically, the Debtor
purported to terminate the Management Agreement by entering the
Hotel after 2:00 a.m., marching Marriott's employees off the
premises, requiring them to leave everything behind and locking
them out of the Hotel.

On Aug. 31, 2011, the State Court issued a temporary restraining
order compelling the Debtor to allow Marriott back in and to
return Marriott's property.  In response, the Debtor filed its
Chapter 11 petition to stay the TRO.

In a separate filing, Marriott asked the Bankruptcy Court to lift
the automatic stay in the Debtor's bankruptcy case so it may
enforce the provision in the TRO.  Marriott also wants the Debtor
to return all confidential and proprietary information, including
all intellectual property, which is the exclusive property of
Marriott.

The Intellectual Property includes, among other things:

     (i) all software including all data and information
         processed;

    (ii) all manuals, brochures, directives, policies, programs
         and other information issued by Marriott to its employees
         at the hotel or otherwise used in the operation of the
         hotel of any other hotel in the Edition Hotel System or
         Boutique System,

   (iii) all customer information, and

    (iv) all Marriott, Edition Hotel System or any other Marriott
         trade secrets, confidential information and all other
         information, materials and copyrightable or patentable
         subject matter developed, acquired, licensed or used by
         any Marriott company in the operation of the hotel or any
         other hotel in the Edition or Boutique System.

On Sept. 2, Marriott sent subpoenas calling for the production of
documents and notices of deposition to M Waikiki and Modern
Management.  Both objected.  Modern Management said the issuance
of subpoenas at this critical time in the Debtor's reorganization
creates an undue burden on both Modern and the Debtor as it serves
only to distract them from the very important task of
transitioning management from Marriott to Modern to allow for a
successful reorganization.

M Waikiki called the discovery request a form of harassment and
burdensome.

However, M Waikiki said in a separate filing that it has
cooperated with Marriott in good faith to return a substantial
portion of the documents and information subject to Marriott's
request.  M Waikiki said it expects to have additional discussions
with Marriott.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M. Waikiki is a Hawaii limited liability company with its
principal place of business located in San Diego, California.  It
is a special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., at Neligan Foley LLP,
and Simon Klevansky, Esq., at Klevansky Piper, LLP, represent the
Debtor.   The Debtor estimated $100 million to $500 million in
both assets and debts.

Modern Management is represented by:

          Christopher J. Muzzi, Esq.
          MOSELEY BIEHL TSUGAWA LAU & MUZZI LLC
          Alakea Corporate Tower
          1100 Alakea Street, 23rd Floor
          Honolulu, HI 96813
          Tel: (808) 531-0490
          E-mail: cmuzzi@hilaw.us

Marriott Hotel Services, which used to provide management
services, is represented by:

          Susan Tius, Esq.
          RUSH MOORE LLP LLP
          737 Bishop Street, Suite 2400
          Honolulu, HI 96813-3862
          Tel: 521-0406
          Fax: 521-0497
          E-mail: Stius@rmhawaii.com

               - and -

          Carren B. Shulman, Esq.
          SHEPPARD MULLIN RICHTER & HAMPTON LLP
          30 Rockefeller Plaza
          New York, NY 10112-0015
          Tel: (212) 634-3040
          Fax: (212) 655-1740
          E-mail: CShulman@sheppardmullin.com


MACDERMID INC: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver-based MacDermid Inc. to 'B' from 'B-'. "We
removed the rating from CreditWatch, where we had placed it with
positive implications on March 31, 2011. The outlook is positive,"
S&P related.

"The upgrade follows the steady strengthening of MacDermid's
financial profile over the past year and reflects our expectation
that the company can sustain its current operating performance
over the next year," said Standard & Poor's credit analyst Seamus
Ryan.

At the same time, Standard & Poor's raised the issue-level rating
on MacDermid's senior secured debt to 'BB-' (two notches above the
'B' corporate credit rating) from 'B+'. The '1' recovery rating on
the debt indicates the expectation for very high recovery (90%-
100%) in the event of a payment default. Standard & Poor's raised
the issue-level rating on the 9.5% senior subordinated notes due
2017 to 'CCC+' from 'CCC'. The '6' recovery rating on the notes
indicates the expectation for negligible (0%-10%) recovery in the
event of a payment default.

MacDermid manufactures and markets specialty chemicals to a
variety of industries, including metal and plastics finishing,
electronics (primarily printed circuit boards), oil production and
drilling, and graphic arts. With about $720 million in annual
sales, the company benefits from leading market positions in niche
markets that make up a majority of sales, some product and
end-market diversity, and good geographic diversification.
Although MacDermid's credit metrics have improved, the company's
financial profile remains highly leveraged.

"In recent years, the company has improved operating results by
placing increasing emphasis on its higher-margin businesses and
new product development," Mr. Ryan said. "However, many of the
company's end markets are cyclical, which we view as a risk factor
in the event of another prolonged economic downturn."

Nonetheless, MacDermid's operating results and cash flow
generation should help sustain its financial profile and credit
metrics over the next two years. Although some end-market weakness
is expected over this period, Standard & Poor's believes that the
company will be able to maintain credit quality under these
conditions.


MADISON 92: Hotel Has Examiner to Recommend on Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a trustee won't take over Madison 92nd Street
Associates LLC.  Instead, the bankruptcy judge in New York called
for the appointment of an examiner.  Some of the company's owners
were asking the judge to appoint a trustee or dismiss the case
outright.  On the eve of the hearing, they agreed on having an
examiner.  U.S. Bankruptcy Judge Stuart M. Bernstein charged the
examiner with making a recommendation on the best reorganization
strategy, whether it be a sale, refinancing, or something else.
The examiner will also look into whether the hotel's lawyers
satisfy the disinterestedness test for representing a company in
bankruptcy.

According to the report, Judge Bernstein said the examiner must
report within 45 days.  The budget will be $100,000.  The U.S.
Trustee selects the examiner, after conferring with the parties.
In the motion for dismissal, some of the owners said the
bankruptcy was filed without corporate authority.  They also
alleged that some of the owners reneged on an agreement to sell
the hotel for $86 million, or enough to pay creditors in full with
a "significant return" to equity.

              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


MADISON HOTEL: Lender Allows Receiver to Use Cash Collateral
------------------------------------------------------------
Madison Hotel, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to approve a stipulation dated
Aug. 17, 2011, with 62 Madison Lender, LLC, and Margaret Mayo.

Margaret H. Mayo was the appointed receiver over the property
locate at 62 Madison Avenue, New York City.

The Debtor relates that 62 Madison asserts that all of the
Debtor's cash and available funds constitute 62 Madison's cash
collateral.  62 Madison is willing to permit the receiver to use
62 Madison's cash and non-cash collateral.

The stipulation provides for, among other things:

   a) the receiver will continue to operate the property and
   otherwise perform all of her obligations in accordance with the
   terms and conditions of the receivership order;

   b) the receiver will assist the Debtor in preparing the monthly
   operating reports for the prior month to be filed by the
   Debtor;

   c) 62 Madison asserts that the prepetition indebtedness
   includes these amounts:

   -- $16,432,296 in aggregate principal outstanding under both
   the Building Loan Note and the Project Loan Note, $4,798,370 in
   aggregate interest, $200,870 in aggregate late fees of,
   $332,850 in aggregate prepayment premiums, plus protective
   advances of $210,242 under the Building Loan Note, all as of
   the Petition Date, and all other fees, costs, charges,
   expenses, and costs of collection (including without limitation
   reasonable attorneys' fees) that had accrued as of the Petition
   Date and that are due under the Loan Documents; and

   -- such other interest accruing from and after the Petition
   Date under the Loan Documents, and all fees, costs, expenses,
   and costs of collection (including without limitation
   reasonable attorneys' fees) as set forth in the Loan Documents
   heretofore or hereafter incurred by 62 Madison in connection
   therewith, to the extent allowable pursuant to Section 506(b)
   of the Bankruptcy Code.

   d) the receiver may use 62 Madison's cash and non-cash
   collateral to pay the operating expenses of the property and
   the MAve Hotel located on the property, the receiver's
   commissions, and her professionals' compensation, subject to
   the terms and conditions of this Order and the receivership
   order;

   e) to the extent of any diminution in the value of its cash and
   non-cash collateral, 62 Madison is hereby granted a
   postpetition, replacement security interest in and upon all of
   the post-petition proceeds and other assets generated by the
   property to the extent, validity, and priority held by 62
   Madison in assets of the same type or form of assets on the
   Petition Date; and

   f) the receiver's right to use 62 Madison's cash and non-cash
   collateral will terminate upon the earliest of: (i) the
   receiver receiving notice of the entry of an order of the
   Bankruptcy Court directing the receiver to cease using 62
   Madison's cash and noncash collateral; or (ii) the receiver
   receiving notice of the appointment of a Trustee for the
   Debtor.

The receiver is represented by:

         Sarah M. Keenan, Esq.
         SFERRAZ ZA & KEENAN, PLLC
         532 Broad Hollow Road, Suite 111
         Melville, NY 11747

62 Madison is represented by:

         RIEMER & BRAUNSTEIN, LLP
         Jeffrey D. Ganz, Esq.
         7 Times Sq. No. 2506
         New York, NY 10036-6546
         Tel: (212) 789-3100
         E-mail: jganz@riemerlaw.com

                        About Madison Hotel

Madison Hotel, LLC, owns the 72 room 12-story hotel located at 62
Madison Avenue, New York, New York.  Madison Hotel Owners LLC owns
100% of the membership interests of Madison Hotel, LLC.  The
Debtors estimate that the value of the hotel property is
$32 million.  An appraisal is pending.

Prepetition, after a building loan went into arrears, a
foreclosure action was commenced, and a receiver appointed.   The
receiver has continued to operate the hotel postpetition.

Madison Hotel, LLC, based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011.
Judge Martin Glenn presides over the case.  Mark A. Frankel, Esq.,
at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy
counsel.  In its schedules, the Debtor disclosed $33.6 million in
assets and $26.1 million in liabilities as of the Chapter 11
filing.


MANISTIQUE PAPERS: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Doe Mountain Investments LLC 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               $3,836,099
B. Personal Property          $15,850,372
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $11,959,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                $519,540
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $12,155,124
                              -----------             -----------
      TOTAL                   $19,688,471             $24,633,664

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Daniel B. Butz, Esq., and Eric D. Schwartz, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, serves as the Debtor's bankruptcy
counsel.  Manistique Papers estimated assets of $10 million to
$50 million and debts of $50 million to $100 million in its
Chapter 11 petition.


MARCO POLO: Strikes Loan Deal With Royal Bank of Scotland
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that Marco Polo Seatrade BV
struck a new bankruptcy financing deal with an unlikely lender:
Royal Bank of Scotland PLC, which has primarily played the role of
outspoken adversary in the ship owner's bankruptcy case.

                       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.


MARKVY CORP: Wins Confirmation of Reorganization Plan
-----------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas has confirmed the Third Amended Chapter
11 Plan of Reorganization for Marvky Corporation, with some non-
material modifications to the Plan.

The changes pertain mainly to interest rate on payments to Fannie
Mae and Class 4 general unsecured creditors under the Plan.

Pursuant to an agreement between the Debtor and Fannie Mae, the
full amount due under the Maryland Lakes Notes will be paid under
a separate order resolving Fannie Mae's motion for full payment of
principal and non-default interest, and allowance of default
interest, fees, and expenses.  Additionally, the Debtor and Fannie
Mae have agreed that the amount of interest paid to Fannie Mae
will increase from 4.5% to 5% for the last 6 months of the 18
month term of monthly interest only payments to Fannie Mae.

In addition, pursuant to an oral modification by the Debtor, the
General Unsecured Creditors, Class 4 in the Plan, will be paid
interest of 4.5% on their allowed claims.

                     About Marvky Corporation

Houston, Texas-based Marvky Corporation develops, manages and
leases two apartment complexes, one in Houston Texas, Hammerly
Walk, and one in Phoenix Arizona, Maryland Lakes.  The Company
filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 10-
37786) on Sept. 6, 2010.  John Akard, Jr., Esq., at John Akard Jr.
P.C., represents the Debtor.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.

The Disclosure Statement, as amended April 1, 2011, explains that
the Plan is based on selling Maryland Lakes, which was
accomplished on March 28, 2011 resulting in the satisfaction of
most debts secured by Maryland Lakes.


NEBRASKA BOOK: Brings Shareholders on Board With Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nebraska Book Co., won bankruptcy court approval of
an agreement under which holders of two-thirds of the existing
equity will support the reorganization plan.

The report recounts that previously, shareholders were to receive
warrants for 5% of the new equity exercisable at a price equating
to an enterprise value of $500 million for the reorganized
company.

According to the report, the plan-support agreement calls for
shareholders to receive warrants for 3% of the equity based on a
$500 million enterprise value and warrants for 5% based on a $550
million valuation.

The report relates that the plan will swap existing debt for new
debt, cash and the new stock, after first-lien and second-lien
debt is paid in full.  The stock will be divided mostly among
subordinated noteholders of the operating company and holders of
notes issued by the holding company.  The plan was designed to
remove $150 million of debt from the balance sheet.

The confirmation hearing for approval of the plan is set for
Oct. 4.  The remainder of the plan was negotiated before the
Chapter 11 filing in late June.

                  About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book prepared a pre-packaged Chapter 11 plan that would
swap some of the existing debt for new debt, cash and the new
stock.


NEWPAGE CORP: Gets New Loan to Take Out Existing Revolver
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp., acquired in 2005 by Cerberus Capital
Management LP, can keep its plants operating after receiving
interim loan approval yesterday in bankruptcy court in Delaware.
North American's largest producer of coated paper was seeking
approval for a $495 million interim loan, increasing to $600
million after the final financing hearing.

The so-called DIP loan consists of a $350 million revolving credit
and a $250 million term loan.  The new loan, to come first in the
pecking order, will be used in part to repay about $232 million in
obligations on the existing first-lien revolving credit.

The lenders include affiliates of JPMorgan Chase & Co., Barclays
Plc and Wells Fargo & Co.

                   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


NORTHERN BERKSHIRE: Panel Taps Huron Consulting as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Northern
Berkshire Healthcare Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Massachusetts for permission
to employ Huron Consulting Services LLC as its financial advisor.

The firm will provide such consulting and advisory services
including but not limited to:

  -- The review and analysis of financial information prepared by
     the Debtors, their accountants and/or other financial
     advisors.

  -- Monitor and analysis of the Debtors' operations and financial
     condition, cash expenditures, court filings, business plans,
     operating forecasts, strategy, projected cash requirements
     and cash management.

  -- Attendance at meetings of the Committee, the Debtors, their
     respective professionals, bankruptcy court hearings and
     participation in such other matters and on such occasions as
     the Committee may, from time-to-time, request.

  -- Review and analysis of any restructuring plan of
     reorganization proposed by the Debtors or any other party,
     and the provision of assistance to the Committee in
     evaluating and negotiating the terms and conditions of any
     restructuring or plan of reorganization; and

  -- Review and analysis of proposed transactions for which the
     Debtors seek court approval. Review of reports as to the
     Debtors' businesses and their operations, including assessing
     the value of non-debtor affiliates.

The hourly rates charged by the firm's professionals anticipated
to be assigned to the Chapter 11 cases are as follows:

      Title                Hourly Rate
      -----                -----------
      Managing Director    $675-$750
      Director             $535-$620
      Manager                $435
      Associate              $340

The firm says it has agreed to permanently reduce each month the
total monthly fees invoiced by 15.5%.

The Committee assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel, and Huron Consulting Services LLC as its financial
advisor.


NORTHERN BERKSHIRE: Carl Marks OK'd as Debtors' Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Northern Berkshire Healthcare, Inc., et al., to employ
Carl Marks Advisory Group LLC as financial advisor.

CMAG will, among other things:

   -- advise the Debtors regarding any potential strategic or
      financial investors that would be willing to work with the
      Debtors to fund their restructuring plans;

   -- interface and meet with major parties-in-interest, including
      the bondholders, any creditors' committee, and the Pension
      Benefit Guaranty Corporation; and

   -- provide any customary, routine, or incidental litigation
      support services as may be requested by the Debtors from
      time to time.

Prepetition, the Debtors paid CMAG amounts totaling $175,000,
$75,000 of which was applied by CMAG in payment of compensation
and reimbursement of expenses incurred prepetition, and $100,000
of which constituted advance payments.  CMAG is holding a retainer
totaling $100,000, which is to be applied by CMAG in payment of
compensation and reimbursement of expenses incurred in the future.

The Debtors will pay CMAG a $75,000 fixed monthly fee for the
first two months (starting May 13, 2011) and $50,000 beginning
with the third and each subsequent monthly period thereafter.

In addition, upon the consummation of (i) a transaction or
transactions that together constitute a sale of all or
substantially all of the Debtors' assets or (ii) a confirmed
chapter 11 plan, to the extent such transaction occurs on or
before Feb. 13, 2011, CMAG will be due a completion fee of
$500,000.

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

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHWESTERN STONE: Bank Objects to Opitz Hiring as Broker
----------------------------------------------------------
Northwestern Stone, LLC seeks authority from the Honorable Robert
D. Martin to employ Konrad C. Opitz, Opitz Realty, Inc. as its
real estate broker.

Opitz will provide broker services to sell the Debtor's real
estate property located at 4373 Pleasant View Road, Middleton,
Wisconsin, in exchange for which Opitz will receive a maximum
commission of 5%.

In a separate filing, McFarland State Bank, fka Evergreen State
Bank, a secured lender to the Debtor, informs the Court that it is
not opposed to the Debtor's listing the Middleton Quarry property
for sale, but objects to the terms under which it seeks to sell
the Property as well as the initial listing price.  The Bank seeks
a formal hearing on this matter.

The Bank and the Debtor have entered into a stipulation for the
use of cash collateral, which, by its terms, expires on Sept. 30,
2011.  Certain default provisions allow for the Bank to withdraw
its consent to the use of cash collateral before Sept. 30.  It has
not agreed to extend the use of cash collateral beyond the present
deadline, the Bank relates.

Without seeking an extension of the right to continued use of cash
collateral, the Debtor has now filed an application to retain the
services of a real estate broker to list the Middleton Quarry
property for sale, a listing contract which, by its terms, extends
the time to list the property through the end of 2012, an
"unreasonably extended period of time," the Bank says.

The Bank reserves the right to file a formal brief in further
support of its limited objection.

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Timothy J. Peyton, Esq., who has an office in Madison, Wisconsin,
serves as the Debtor's bankruptcy counsel.  Grobe & Associates,
LLP, serves as the Debtor's accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop of von Briesen
& Roper, S.C., represents the Committee as legal counsel.


ODYSSEY PETROLEUM: Court Approves Third Amended Joint CH11 Plan
---------------------------------------------------------------
Petrichor Energy Inc. disclosed that the U.S. Bankruptcy Court in
Mississippi has approved the Third Amended Joint Chapter 11 Plan
of the Company's Mississippi subsidiary, Odyssey Petroleum Corp.
It is anticipated that the Plan will become effective by the end
of September 2011.

The Court also approved the sale of the Debtor's vehicles and
equipment by public auction to be held at 10:00 am on
September 24, 2011.  Proceeds of this auction and the sale of the
oil and gas assets in June 2011 will be utilized to fully pay
creditors of the Debtor in the near future, with any remaining
funds being returned to Petrichor once the Plan has been
completed.

The Debtor will continue to operate under Chapter 11 Creditor
Protection while the plan to distribute payments to creditors
continues. Chapter 11 proceedings are currently expected to
conclude by the end of the year.

                    About Odyssey Petroleum

Odyssey Petroleum Corp. -- http://www.odysseypetroleum.com/--
is an oil and gas exploration company focused on developing
significant oil and natural gas reserves in the southern United
States.

Odyssey Petroleum U.S. filed under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Miss. Case No. 10-01482) on April 23, 2010, to
seek protection from its creditors while it works through its
present financial difficulties.  The Company said it is now in
negotiations with several parties to obtain funding to move the
Company forward, as well as deal with its present liabilities.

John D. Moore, Esq., in Ridgeland, Missouri, serves as counsel.

The Debtor estimated assets of up to $50,000 and debts of up to


OILSANDS QUEST: Receives Non-Compliance Notice From NYSE
--------------------------------------------------------
Oilsands Quest received notice from the staff of the NYSE Amex LLC
that, based on their review of the Company's Form 10-K/A for the
fiscal year ended April 30, 2011 and discussions and
correspondence with management, the Company is not in compliance
with certain of the Exchange's continued listing standards as set
forth in Part 10 of the Exchange's Company Guide.  Specifically,
the Exchange noted that the Company is not in compliance with
Section 1003(a)(iv) of the Company Guide because the Company has
sustained losses which are so substantial in relation to the
Company's overall operations or its existing financial resources,
or its financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
Company will be able to continue operations and/or meet its
obligations as they mature.

To maintain listing of the Company's common stock on the Exchange,
the Company must submit a plan by October 12, 2011, addressing how
the Company intends to regain compliance with Section 1003(a)(iv)
by January 12, 2011.  The Company expects to submit such a plan by
the October 12, 2011 deadline.  If the Exchange accepts the plan,
then the Company may be able to continue its listing during the
plan period, up to January 12, 2012, during which time the Company
will be subject to periodic reviews to determine whether it is
making progress consistent with the plan.  If the plan is accepted
but the Exchange determines that the Company is not making
progress consistent with the plan or that the Company is not in
compliance with all continued listing standards of the Company
Guide by January 12, 2012, then the Company expects the Exchange
will initiate delisting proceedings.  If the Company fails to
submit a plan by October 12, 2011, or if the plan submitted is not
acceptable to the Exchange, the Company expects the Exchange will
initiate delisting proceedings at that time.

The Company's common stock continues to trade on the Exchange
under the symbol "BQI," however, the Exchange has advised the
Company that the Exchange is utilizing the financial status
indicator fields in the Consolidated Tape Association's
Consolidated Tape System and Consolidated Quote Systems High Speed
Tapes to identify companies that are in noncompliance with the
Exchange's continued listing standards.   Accordingly, the Company
will become subject to the trading symbol extension ".BC" to
denote its noncompliance.

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licences, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.  It is leading the establishment
of the province of Saskatchewan's emerging oil sands industry.


OVERLAND STORAGE: Incurs $14.5 Million Net Loss in Fiscal 2011
--------------------------------------------------------------
Overland Storage reported a net loss of $3.72 million on
$17.56 million of net revenue for the three months ended June 30,
2011, compared with a net loss of $4.18 million on $19.30 million
of net revenue for the same period during the prior year.

The Company also reported a net loss of $14.50 million on
$70.19 million of net revenue for the twelve months ended June 30,
2011, compared with a net loss of $12.96 million on $77.66 million
of net revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed
$40.92 million in total assets, $33.79 million in total
liabilities, and $7.13 million in total stockholders' equity.

As reported in the Troubled Company Reporter on Sept. 28, 2010,
Moss Adams LLP, in San Diego, Calif., expressed substantial doubt
about Overland Storage's ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2010.  The independent auditors noted of the Company's recurring
losses and negative operating cash flows.

"We have made substantial progress this year with our strategic
transformation into a branded products and service company," said
Eric Kelly, President and CEO of Overland Storage.  "We now have
over 1500 channel partners worldwide.  In addition, we introduced
three new products in fiscal 2011 which have allowed us to enter
new vertical segments, substantially expanding our potential
addressable markets.  Our SnapServer and SnapSAN disk-based
product revenue grew 32.7% year-over-year.  We have also delivered
three consecutive quarters of over 30% gross margins.  This year
included the first quarter in Overland's history in which our
gross margins exceeded 30%, and we expect to improve on our gross
margins in fiscal 2012 with the release of our new products and
continued operational improvements.  Furthermore, in fiscal 2012,
we expect to release a clustered NAS solution and a private cloud
offering designed to enable our entry into additional fast growing
markets."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/KoJ9U7

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.


PEGASUS RURAL: BPC AS Wants Xanadoo Spectrum's Case Dismissed
-------------------------------------------------------------
BPC AS LLC, as collateral agent for the holders of 12.5% Senior
Secured Promissory Notes and puttable warrants issued by certain
of the Debtors, asks the U.S. Bankruptcy Court for the District of
Delaware to:

   -- dismiss the Chapter 11 case of Xanadoo Spectrum, LLC, a
      debtor-affiliate of Pegasus Rural Broadband, LLC; and

   -- appoint a Chapter 11 trustee in the Chapter 11 cases of
      Xanadoo Holdings, Inc., Pegasus Broadband, LLC; Pegasus
      Guard Band, LLC and Xanadoo LLC.

BPC explains that the case was filed in bad faith in a effort to
hinder, delay and defraud creditors.  According to BPC, Spectrum's
case is nothing more than an attempt to shield the parent from its
obligations to the noteholder parties while preserving the
parents' control of as single non-operating asset, the XHI stock.

BPC adds that the management of the Debtors has produced no viable
plan since the secured debt first went into default in March 2008.

BPC -- that an Chapter 11 trustee must be appointed to ensure that
all reasonable solutions to maximize the value of the estates are
explored on a reasonable timeframe.

BPC proposed a Sept. 27, 2011 hearing on its request for case
dismissal and Chapter 11 Trustee appointment.  Objections, if any,
are due Sept. 16, at 4:00 p.m. (prevailing Eastern Time).

BPC is represented by:

         MILBANK, TWEED, HALEY & McLOY LLP
         Mark Shinderman, Esq.
         Haig M. Maghakian, Esq.
         601 South Figueroa Street, 30th Floor
         Los Angeles, CA 90017-5735
         Tel: (213) 892-4000
         Fax: (213) 629-5063
         E-mail: mshinderman@milbank.com
                 Hmaghakian@milbank.com

                - and -

         ASHBY & GEDDES, P.A.
         Ricardo Palacio, Esq.
         500 Delaware Avenue
         Wilmington, DE 19899
         Tel: (302) 654-1888
         Fax: (302) 654-2067
         E-mail: rpalacio@ashby-geddes.com

                  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.


PENN TREATY: Elkhorn Partners Discloses 5.69% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Elkhorn Partners Limited Partnership
disclosed that as of Sept. 9, 2011, it beneficially owns 1,326,200
shares of common stock of Penn Treaty American Corporation
representing 5.69% of the shares outstanding.  The Penn Treaty
Form 10-K for the year ended Dec. 31, 2006, reported that there
were outstanding 23,290,712 shares of Penn Treaty common stock as
of March 28, 2008.  A full-text copy of the filing is available
for free at http://is.gd/XYMSLu

                    About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On October 2, 2009, the Insurance Commissioner of the Commonwealth
of Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PERFORMA ENTERTAINMENT: Memphis to Gain Control of Beale Street
---------------------------------------------------------------
The Nashville Business Journal reports the city of Memphis is
poised to take control of the iconic Beale Street as the result of
a decade-long court battle.

According to the Commercial Appeal, if approved by a bankruptcy
judge, the city will gain control of the "Home of the Blues" after
a dispute with the private development company that had been
pegged nearly three decades ago to rehabilitate the street

The report notes the city and Performa Entertainment Real Estate
have battled in court over control of the street.  City officials
questioned Performa's finances and investment activities.

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

Mayor A.C. Wharton also has established a committee to offer
recommendations for operating the district once the city official
takes control of the street.


PERKINS & MARIE: Plan Up for Vote, Now Has Cash for Unsecureds
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Perkins & Marie Callender's Inc. negotiated changes
in the reorganization plan and received a commitment from the
bankruptcy judge to approve the explanatory disclosure statement.

The confirmation hearing for approval of the plan is scheduled to
take place Oct. 31.

According to Mr. Rochelle, the plan previously had stock for
general unsecured creditors and holders of senior unsecured notes.
Now, the holders of $204 million in senior notes take the equity
while general unsecured creditors with $20 million to $25 million
in claims have the option of receiving 14% cash, up to an
adjustable cap of $6.75 million for the class as whole.

Secured creditors with $103 million in debt will receive a new
term loan plus cash for accrued interest.

The plan is designed for funds managed by Wayzata Investment
Partners LLC to take control when the plan is confirmed.

                 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 LLP serves 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: Orchestra and Musicians to Mediate
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Philadelphia Orchestra and the musicians' union
agreed to mediate on Sept. 15 and 16 with regard to a new
collective bargaining agreement.  The Hon. Stephen Raslavich, a
bankruptcy judge in Philadelphia, will serve as mediator.

According to the report, the union agreed to extend the expiration
of the existing contract to Dec. 2 from Nov. 18, while the
orchestra agreed not to takes steps for bankruptcy termination of
the existing The union also agreed to file no new complaints about
unfair labor practices with the National Labor Relations Board.

                  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.


PHILIP KEITH: Offers $215,000 to Buy Back Condominium
-----------------------------------------------------
Jan Falstad at the Gazette reports that Philip Keith has offered
to pay $215,000 to a Montana bankruptcy court to buy back a
Scottsdale, Arizona condominium he once owned.  In a court filing,
Mr. Keith said he was offering a premium price -- $10,000 more in
cash than three other bidders -- for his former Scottsdale home in
a gated community.  Mr. Keith lost the condo, along with his
handful of Billings casinos, when he declared personal and
corporate bankruptcy, according to the report.

The report says Mr. Keith said the failure of his Las Vegas-style
project, first called Tiara and then 12th Planet, and his
bankruptcies have reduced his monthly income to $1,558 in Social
Security payments, plus food stamps.  Despite a global job search,
Keith, now 64, said he remains unemployed.

U.S. Bankruptcy Judge Ralph Kirscher has scheduled a Billings
hearing on M. Keith's condo offer for Sept. 19, 2011.

Phillip Dennis Keith, based in Billings, Montana, owns real
property and businesses.  He filed for Chapter 11 bankruptcy
protection (Bankr. D. Mont. Case No. 10-61722) on July 16, 2010.
Allen Beck, Esq., in Lewistown, Montana, served as his bankruptcy
counsel.  He estimated $1 million and $10 million in assets and
debts.

Mr. Keith also placed his five companies in bankruptcy:

                                       Scheduled   Scheduled
   Debtor Company           Case No.   Assets      Liabilities
   --------------           --------   ---------   -----------
Turn of the Century, Inc.   10-61662  $3,573,600    $7,944,168
PS, Inc.                    10-61663  $1,142,558    $7,908,774
Jackpot on Main, Inc.       10-61664    $950,000    $7,015,723
Bailey's Pub, Inc.          10-61884  $1,435,547    $6,656,825
Blackhawk, Inc.             10-61886          $0    $7,898,847

Allen Beck, Esq., at Law Offices of Allen Beck, in Lewistown,
Montana, serves as counsel to Turn of the Century, et al.

The Court converted Mr. Keith's case to Chapter 7 on September 29,
2010.  Judge Kirscher ruled that Keith had no chance of
reorganizing and ordered the sale of his assets.  Since then,
Keith's properties have been liquidated one by one to pay off some
of his debts.


PITTSBURGH CORNING: Plan Outline Hearing Resumes Sept. 20
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has continued until Sept. 20, 2011, at 1:00 p.m., the hearing to
consider the Chapter 11 Plan filed by Pittsburgh Corning
Corporation.

At the hearing the Court will also consider the motion filed by
creditor Everest Reinsurance Company, interested party Everest
Reinsurance Company, creditor Mt. McKinley Insurance Co.

As reported in the Troubled Company Reporter on Aug. 19, 2011, the
Plan filed Jan. 29, 2009, was aimed to address the issues raised
by the Court when it denied confirmation of an earlier Plan
version.  The Court's memorandum opinion accompanying the June
2011 order rejected some objections to the 2009 Amended PCC Plan
and made suggestions regarding modifications to the 2009 Amended
PCC Plan that would allow the Plan to be confirmed.  The Troubled
Company Reporter ran a story on the June 2011 decision in its
June 20, 2011 issue.  A report on the Motion to Reconsider was
published in the July 5 issue.

                     About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

Corning Inc. and PPG each own 50% of the capital stock of
Pittsburgh Corning.


QUINCY MEDICAL: Files Plan, Sells Assets to Steward for $34-Mill.
-----------------------------------------------------------------
Quincy Medical Center, Inc., and its debtor affiliates filed with
the U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, a plan of liquidation and an accompanying
disclosure statement on September 8, 2011.

The Plan does not contemplate the financial rehabilitation of the
Debtors or the continuation of their businesses.  The Debtors are
selling substantially all of their assets to Steward Medical
Holdings Subsidiary Five, Inc., contemporaneously with their
pursuit of the Plan.

The Company proposes to sell substantially all of the Company's
assets utilized by the Company in operating its business,
including without limitation the Company's:

    (i) interests in real property, including the Company's fee
        interest in real property improved by its 196-bed acute
        care hospital;

   (ii) personal property, including equipment, furniture and
        inventory used to operate the Hospital;

  (iii) third-party payor contracts and provider numbers under
        which the Company collects most of its revenue from
        government and third-party payors, and other unexpired
        leases and executory contracts as designated by purchaser;
        and

   (iv) accounts receivable, work in process, intellectual
        property, including the Quincy Medical Center name, and
        other miscellaneous, specified assets.

Steward, according to court papers, submitted the highest or
otherwise best offer to acquire the Assets pursuant to the sale
procedures established by order of the Bankruptcy Court.

The means for implementing the Plan is the consummation of the
Sale, the closing of which is a prerequisite to the Effective Date
of the Plan.  The Debtors anticipate that the Sale transaction
will be consummated prior to or in connection with confirmation of
the Plan.

Proceeds of the Sale will be first used to pay secured and
priority claims, however, under the Plan, a fixed amount of cash
proceeds of the Sale, plus certain unliquidated causes of action,
will be transferred to a Liquidation Trust for the benefit of
general unsecured creditors of the Debtors.  Once liquidated, the
proceeds of these assets will be used to pay one or more pro rata
distributions to general unsecured creditors.  The Plan provides
for substantive consolidation of all of the Debtors, meaning that
they are treated as a single entity so that all General Unsecured
Claims will be paid the same percentage regardless of which one or
more of the Debtors is liable for the Claim.

The Debtors project that General Unsecured Claims will be Allowed
in the total amount of between $6 and $7 million.  The process of
determining which Claims should be Allowed takes time.  During the
period when any Claim is Disputed, a reserve equal to the amount
that would be paid if the Claim were Allowed in full must be set
aside.  In order to distribute as much Cash as quickly as
possible, the Plan provides for interim distributions to creditors
whose Claims have been Allowed.  The initial distribution under
the Plan is projected to take place on the Effective Date and will
provide distributions to Priority Claims, Prepetition Bondowner
Claims and Other Secured Claims.  There is no current estimate for
an initial distribution to Allowed General Unsecured Claims.  Any
distribution will be made by the Liquidation Trustee subject to
review and approval of an oversight committee.

Allowed Priority Claims, Allowed Prepetition Bondowner Claims and
Allowed Other Secured Claims are expected to be paid in full on
the Effective Date, which is anticipated as early as November
2011.

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

                   About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.

Quincy Medical Center, Inc. together with two affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on
July 1, 2011.

John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves
as counsel to the Debtors.  Navigant Capital Advisor LLC and
Navigant Consulting Inc. serve as financial advisors.  Epiq
Bankruptcy Solutions LLC is the claims, noticing, and balloting
agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.


QUINCY MEDICAL: Wants 2nd Amendment to APA with Steward Medical
---------------------------------------------------------------
Quincy Medical Center, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Massachusetts for:

   i) authority to enter into the Second Amendment to Asset
   Purchase Agreement in respect of the APA dated as of June 30,
   2011, between the Debtors as seller and Quincy Medical Center,
   A Steward Family Hospital, Inc., formerly known as Steward
   Medical Holdings Subsidiary Five, Inc., as purchaser; and

  ii) authority to enter into three agreements with Steward and
   the Attorney General of the Commonwealth of Massachusetts
   related to the proposed sale that refine Steward's post-Closing
   obligations under the APA and provide the Mass.

As reported in the Troubled Company Reporter on Aug. 31, 2011, the
Debtor, in consultation with U.S. Bank, National Association,
as indenture trustee for the Company's 2008 MHEFA bond issuance,
and the Official Committee of Unsecured Creditors of the Company,
has designated Steward as the winning bidder to purchase the
hospital and other assets that are the subject of the sale motion.

The TCR reported on Aug. 11, 2011, that the Debtors with the
assistance of its financial advisor Navigant Capital Advisors,
LLC, will sell assets utilized by the Company in operating its
business.  The assets are subject to various liens and security
interests, including those asserted by U.S. Bank National
Association, as trustee for holders of $60,250,000 of
Massachusetts Health and Educational Facilities Authority Revenue
Bonds, Quincy Medical Center Issue, Series A (2008); and Boston
Medical Center Corporation.  The assets will not be sold free and
clear of certain purchase money security interests.

The TCR reported on July 15, 2011, that the board of the Quincy
approved a deal to sell the hospital to Steward.

The TCR reported that if Quincy can resolve its present
$56 million in debt through bankruptcy proceedings, Steward has
agreed to pay $38 million for the hospital and make no less than
$34 million worth of improvements to its facilities in five years.
That $38 million will have to satisfy all the creditors -- from
the big bondholders to small creditors who have been supplying the
hospital with everything from X-ray frames to cleaning supplies.

Among the assets to be sold under the APA is QMC ED Physicians,
Inc.'s 10% ownership interest in BMC NAB Business Trust, a
Massachusetts business trust.  Boston Medical Center Corporation,
a Massachusetts charitable corporation, owns the other 90%
interest in the trust.

In addition, bidders may submit offers to purchase only the QED
shares.

Also among the assets to be sold under the APA are the Company's
rights under certain unexpired leases of real and personal
property, and under certain executory contracts, to be identified
by Steward pursuant to APA, or by any winning bidder.

The Debtor notes that on Sept. 7, the Debtors and Steward entered
into the second amendment to APA, which reflects the parties'
discussions with the Mass. AG.  The second amendment to APA, the
Debtor adds, only reflects refinement of the terms and conditions
of the proposed sale with regard to Steward's post-Closing
obligations under the APA, and does not reduce the consideration
to be paid by Steward to the Debtors bankruptcy estate upon
closing.

Specifically, the Debtors request that, through entry of the
revised sale order, the Court approve its entry into the Second
Amendment to APA and authorize the Debtors to enter into the
Ancillary Agreements, and that the terms and provisions of the
agreements be approved, including, without limitation, the Wind-
Down Expense Amount to assure a source of funding for costs and
expenses arising in connection with obligations under the terms of
the Transition Agreement.

The Debtors believe that the ancillary agreements and the second
amendment to APA reflect appropriate modifications to the APA and
the proposed sale resulting from the regulatory review conducted
by the Mass. AG.  The Debtors are informed that the ancillary
agreements, and the related provisions of the second amendment to
APA that derive from the Mass. AG's regulatory review of the
proposed sale, are necessary preconditions to the Mass. AG.  The
second amendment to APA and the ancillary agreements will promote
the prospects for approval and consummation of the proposed sale,
with the attendant benefits to the Debtors' bankruptcy estate.

The Debtors and Steward expect to enter into a Third Amendment to
Asset Purchase Agreement that will (i) incorporate certain
schedules to the APA that had yet to be prepared at the time the
APA was executed on June 30, 2011, including schedules of specific
assumed and excluded assets and liabilities; (ii) incorporate
agreed-upon forms of transaction-implementing instruments and
agreements such as a bill of sale, deed, assumption and assignment
agreement, and bank accounts transition agreement; and (iii)
incorporate certain modifications and clarifications to the APA to
reflect the parties' further negotiations concerning issues that
have arisen with regard to the Proposed Sale since execution of
the APA on June 30, 2011.  The Third Amendment to APA will clarify
and refine the original APA, and will impose no new obligations or
economic burdens upon the Debtors.  The Debtors will file and
serve the Third Amendment to APA once completed and executed, in
advance of the sale hearing, so that it may be considered by the
Court and parties in interest incident to the Sale Hearing and be
incorporated into the APA considered for approval at the Sale
Hearing.

The Debtors also request that the Court schedule a hearing on the
motion for Sept. 21, at 10:00 a.m., contemporaneously with the
sale hearing; and (ii) establish Sept. 16, at 4:00 p.m. as the
deadline for any objections or other responses to the motion.

                   About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.

Quincy Medical Center, Inc. together with two affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on
July 1, 2011.

John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves
as counsel to the Debtors.  Navigant Capital Advisor LLC and
Navigant Consulting Inc. serve as financial advisors.  Epiq
Bankruptcy Solutions LLC is the claims, noticing, and balloting
agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.

William K. Harrington, U.S. Trustee for Region 1 appointed Suzanne
A. Koenig at SAK Management Services, LLC, as patient care
ombudsman.  Madoff & Khoury LLP represents the patient care
ombudsman.


R&G FINANCIAL: FDIC Seeks 30-Day Objection Extension
----------------------------------------------------
BankruptcyData.com reports that the Federal Deposit Insurance
Corporation (FDIC) filed with the U.S. Bankruptcy Court a motion
requesting a 30-day extension of time to object to R&G Financial's
amended disclosure statement for its Chapter 11 plan.

According to BData, the motion explains, "The FDIC-Receiver needs
additional time to evaluate the most recent Disclosure Statement
and Plan and, accordingly, requests that the objection date to the
Debtor's Amended Disclosure Statement be extended up through and
including Oct. 12, 2011 and that the hearing on the Amended
Disclosure Statement be scheduled for the week of Oct. 24, 2011 or
until such other time as is convenient to the Court."

As reported in the Troubled Company Reporter on June 16, 2011,
pursuant to the Plan, liquidating RGFC will continue in operation
in order to monetize the remaining assets, continue litigation
with the FDIC and potentially pursue litigation against other
parties, and make distributions under the Plan.  The Plan
Administrator will be appointed on the Effective Date of the Plan
and will be responsible for implementing the Plan, subject to the
oversight of the Plan Committee.

The Plan designates 7 classes of claims and interests:

Class         Claim              Status         Voting Rights
----- -------------------------  ---------- --------------------
1    RGFC Secured Claims         Unimpaired No(deemed to accept)
2    Non-FDIC Priority Claims    Unimpaired No(deemed to accept)
3    FDIC Priority Claims        Impaired   Yes
4    RGFC Gen. Unsecured Claims  Impaired   Yes
5    Subordinated Notes Claims   Impaired   Yes
6    RGFC Preferred Stock Claims Impaired   No(deemed to reject)
7    RGFC Common Stock Interests Impaired   No(deemed to reject)

Absent a successful resolution of the FDIC Priority Claims, no
distributions will be made to holders of Allowed Claims in any
RGFC Classes, other than Class 1 and Class 2.

Each holder of an Allowed Class 3 Claim will receive all Net Free
Cash as it is available until such Allowed Claim is paid in full.
The FDIC filed a Proof of Claim in the Chapter 11 case in an
unliquidated amount, but in excess of US$3.4 million, based on an
alleged capital maintenance commitment made to a Federal
depository institutions regulatory agency, but does not include
documentation or evidence to substantiate the existence of its
alleged capital maintenance claim..  The Debtor believes that
ultimately, an FDIC Priority Claim will not be Allowed in any
amount.

Each Allowed General Unsecured Claim under Class 4, estimated to
range between US$10.9 million and US$15.4 million, will receive a
Pro Rata distribution of the Residual Net Free Cash.  The
Projected Recovery under the Plan is 0.30%-2.3%.

Each Allowed Subordinated Notes Claims under Class 5, estimated
at approximately US$385 million, will receive a Pro Rata
distribution of the Residual Net Free Cash.  Projected Recovery
under the Plan is 0.30%-2.3%.

RGFC Preferred Stock Interests under Class 6, and RGFC Common
Stock Interests under Class 7, are deemed canceled.

A copy of the disclosure statement is available at:

           http://bankrupt.com/misc/r&gfinancial.DS.pdf

In a separate order, the Court extended until Oct. 31 the Debtor's
exclusive periods to solicit acceptances for the proposed Chapter
11 Plan.

                           Amended Plan

BankruptcyData.com reports that R&G Financial filed with the U.S.
Bankruptcy Court a First Amended Chapter 11 Plan of Liquidation
and related Disclosure Statement.

According to the Disclosure Statement, "On the Effective Date,
all of the Debtor's assets shall be transferred to, and vest in,
Liquidating RGFC. The Plan provides for the appointment of
Clifford Zucker, CPA as the Plan Administrator and Wilmington
Trust Company as the Plan Consultant to oversee the activities of
Liquidating RGFC . . . In accordance with the Plan, on the
Effective Date, the persons then acting as directors, officers,
representatives and/or contract managers of the Debtor shall be
released and discharged from all further authority, duties,
responsibilities and obligations relating to and arising from the
Debtor or the Chapter II Case.  Nothing contained in the Plan
shall release the Debtor's officers and directors from claims for
actions taken before the Effective Date, including, but not
limited to, any claims or actions that may be investigated by
Wilmington Trust pursuant to the Derivative Standing Order, other
than as provided in Article IX of the Plan."

                        About R&G Financial

San Juan, Puerto Rico-based R&G Financial Corporation was the
direct parent of R-G Premier Bank of Puerto Rico, a state-
chartered nonmember bank, through which RGFC primarily conducted
its business.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-04124) on May 14, 2010.
Brent R. McIlwain, Esq., Robert W. Jones, Esq., Esq., at Patton
Boggs LLP, in Dallas; and Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, in Hato Rey, P.R., serve as the Debtor's
bankruptcy counsel.  The Debtor disclosed US$40,213,356 in assets
and US$420,687,694 in debts as of the Petition Date.


RANCHO HOUSING: Wants Until Jan. 23 to File Reorganization Plan
---------------------------------------------------------------
Rancho Housing Alliance, Inc., asks the U.S. Bankruptcy Court for
the Central District of California to extend its exclusive periods
to file and solicit acceptances for the proposed plan of
reorganization until Jan. 23, 2012, and March 26, 2012,
respectively.

Absent an extension, the Debtor's exclusivity periods will expire
on Sept. 24, and Nov. 23, respectively.

The Debtor relates that (i) the claims bar date has not yet
passed, as a result of it, the Debtor is unable to determine the
total amount of claims asserted against the estate; and (ii) the
Debtor owns a wide variety of real estate assets with different
secured creditors and collateral packages, thereby increasing the
likely complexity of any chapter 11 plan; and (iii) the Debtor
needs additional time to gauge its likely cash flow in view of
poject contracts with municipalities in the counties of Riverside
and Imperial, which will affect the terms of any chapter 11 plan
and the resulting feasibility analysis attendant thereto.

                About Rancho Housing Alliance, Inc

Based in Coachella, California, Rancho Housing Alliance, Inc.,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.  The Debtor disclosed $12,882,123
in assets and $22,404,858 in liabilities as of the Chapter 11
filing.


RASER TECHNOLOGIES: Terminates Registration of Common Stock
-----------------------------------------------------------
On Sept. 9, 2011, Raser Technologies Inc. filed a Form 15
certification and notice terminating the registration of its
common stock, $0.001 par value, pursuant to Rule 12g-4(a)(1).

A copy of the Form 15 is available at http://is.gd/gT1Kej

Pursuant to the Debtors' Third Amended Plan, which was confirmed
by the Bankruptcy Court on Aug. 30, 2011, all common stock and
other equity ownership interests in the Company are canceled and
that the holders of those securities will not receive any property
or distribution under the Plan.

A copy of the Third Amended Plan is available at:

      http://bankrupt.com/misc/raser.3rdamendedjointplan.pdf

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, also known as Wasatch Web
Advisors, Inc., filed for Chapter 11 protection (Bankr. D. Del.
Case No. 11-11315) on April 29, 2011.  Other affiliates filed for
separate Chapter 11 protection on April 29, 2011, (Bankr. D. Del.
Case Nos. 11-11319 to 11-11350).  Peter S. Partee, Sr., Esq., and
Richard P. Norton, Esq., at Hunton & Williams LLP, represent the
Debtors in their restructuring efforts.  The Debtors' local
counsel is Bayard, P.A.  Sichenzia Ross Friedman Ference LLP
serves as the Debtors' corporate counsel.  The Debtors' financial
advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors was
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RAVENWOOD PROPERTIES: Case Summary & 16 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Ravenwood Properties, LLC
        2 Wethersfield Avenue
        Hartford, CT 06114

Bankruptcy Case No.: 11-22667

Chapter 11 Petition Date: September 12, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Russell Boon Rhea, Esq.
                  LAW OFFICES OF RUSSELL BOON RHEA, LLC
                  104 Kenyon Street
                  Hartford, CT 06105
                  Tel: (860) 523-4824
                  Fax: (888) 456-2156
                  E-mail: RussRhea@comcast.net

Scheduled Assets: $3,097,800

Scheduled Debts: $4,624,344

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb11-22667.pdf

The petition was signed by Claude Brouillard, member.


RENAISSANCE SURGICAL: Ch. 11 Case Reassigned to Judge Clarkson
--------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California reassigned the Chapter 11 case of
Renaissance Surgical Arts at Newport Harbor LLC to Hon. Scott C.
Clarkson.  The bankruptcy case number will remain the same.

An involuntary Chapter 11 petition was filed against Costa Mesa,
California-based Renaissance Surgical Arts at Newport Harbor
(Bankr. C.D. Calif. Case No. 11-19749) on July 11, 2011.  Judge
Erithe A. Smith presides over the case.

The petitioners are Dr. Gary Reiter, allegedly owed $907,515;
Vascular Resources Inc., allegedly owed $2,462,492; and Anthony C.
Pings, allegedly owed $266,169.  The Petitioners are represented
by Robert P. Goe, Esq., at Goe & Forsythe, LLP.


RENAISSANCE SURGICAL: Taps South Bay as General Insolvency Counsel
------------------------------------------------------------------
Renaissance Surgical Arts at Newport Harbor LLC asks the U.S.
Bankruptcy Court for the Central District of California for
permission to employ South Bay Law Firm as its general insolvency
counsel to advise and assist the Debtor with respect to compliance
with the requirements of the Office of the United States Trustee.

Michael D. Good, Esq., attorney at the firm, will bill $350 per
hour for this engagement.

   Designation              Hourly Rates
   -----------              ------------
   Senior Associate         $350
   Junior Associate         $275
   Paralegal                $250

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

An involuntary Chapter 11 petition was filed against Costa Mesa,
California-based Renaissance Surgical Arts at Newport Harbor
(Bankr. C.D. Calif. Case No. 11-19749) on July 11, 2011.  Judge
Erithe A. Smith presides over the case.

The petitioners are Dr. Gary Reiter, allegedly owed $907,515;
Vascular Resources Inc., allegedly owed $2,462,492; and Anthony C.
Pings, allegedly owed $266,169.  The petitioners are represented
by Robert P. Goe, Esq., at Goe & Forsythe, LLP.


REYNOLDS GROUP: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Reynolds Group Holdings Ltd. and its
subsidiaries. The outlook remains negative.

At the same time, Standard & Poor's raised its corporate credit
rating on Graham Packaging Co. Inc. to 'B+' (the same as on
Reynolds) from 'B'. The outlook is negative, in line with the
outlook on Reynolds.

Standard & Poor's also took various issue-level rating actions on
Reynolds' and Graham's debt.

"All the rating actions are the result of Reynolds' acquisition of
Graham and reflect the increase in debt leverage and changes to
the capital structure associated with this transaction," said
Standard & Poor's credit analyst Cynthia Werneth. Standard &
Poor's ratings on Reynolds reflect its strong business risk
profile as a market-leading provider of food and beverage
packaging and its highly leveraged financial risk profile.

The acquisition of Graham adds a leading maker of innovative rigid
plastic packaging with high and relatively stable operating
profitability. Although this transaction comes closely on the
heels of Reynolds' very large, mostly debt-financed acquisition of
Pactiv Corp. in November 2010 and slightly increases its already
very high debt leverage, Reynolds should be able to obtain the
approximately $400 million of targeted synergies and other cost
reductions associated with both of these acquisitions and the
smaller acquisition of Dopaco Inc. in May 2011. Management has a
good track record of achieving targeted cost reductions and
reducing debt somewhat following past acquisitions, although the
Pactiv and Graham transactions are much larger than the others.

Even before the acquisition of Graham, Reynolds was one of the
world's leading and most diversified consumer and foodservice
packaging providers. Following the Graham acquisition, annual
revenues will exceed $13 billion. The prevalence of food-related
products lends considerable stability to sales and operating
results even in periods of economic weakness.

Nevertheless, given its high debt leverage, Reynolds is vulnerable
to raw material cost swings, particularly in plastic resin and
aluminum. In addition, the company is subject to seasonal working
capital variations, with sales typically higher in the warm
weather months.


SCHOMAC GROUP: Court Approves Dennis Winans as Consultant
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
the Schomac Group, Inc., and Tedco, Inc., to employ Dennis Winans,
CPA, as consultant.

The Debtors customarily retained the services of Dennis Winans,
CPA to assist them in matters arising in the ordinary course of
their businesses.  Mr. Winans is the former President of the
Debtors, and was a long time member of their senior management
team.  As a cost saving measure, Mr. Winans was transitioned from
a full time employee to a consultant who is paid on an hourly
basis.

The Debtors do not believe that Dennis Winans, CPA has an interest
materially adverse to the Debtors, their estates, creditors or
interest holders.

The Debtors said there is a significant risk that Dennis Winans,
CPA would be unwilling to provide services, and might suspend
services pending a specific Court order authorizing the services.
Moreover, requiring Dennis Winans, CPA to file retention pleadings
and participate in the payment approval process along with the
Chapter 11 professionals would unnecessarily burden the Clerk's
Office, the Court and the Office of the United States Trustee,
while adding significantly to the administrative costs of these
cases without any corresponding benefit to the Debtors' estates.

The Debtors proposed that they be permitted to pay, without formal
application to the Court by Dennis Winans, CPA, fees at an hourly
rate of $90 plus expenses, with monthly fees and costs not to
exceed $9,000 per month.

Payments to Dennis Winans, CPA would become subject to Court
approval pursuant to an application for allowance of fees and
expenses under sections 330 and 331 of the Bankruptcy Code,
pursuant to the same procedures that are established for Chapter
11 professionals, only if the payments exceed 110% of the $9,000
cap.

                 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.


SEAHAWK DRILLING: Court Authorizes Aucoin as Claims Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized Seahawk Drilling, Inc., and its debtor affiliates to
employ Aucoin Claims Service, Inc., as claims consultant.

Aucoin will render, among other things, professional services that
may include, without limitation, all aspects of claims
investigation, including taking statements from witnesses and
claimants, inspecting accident scenes, vessel inspections, safety
audits, meeting with and preparing expert witnesses, reviewing and
summarizing medical records, research and analysis of issues
related to liability, legal causation, and seaman's status,
negotiating and effecting agreed liquidation amounts with holders
of Personal Injury Claims, preparation and evaluation of expert
reports, and preparing for and testifying in proceedings.

Aucoin will be paid an $85 flat hourly rate plus expenses.

                       About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  The deal was valued at about $176
million when it received court approval.

Based on previous TCR reports, the purchase price for the
acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SEAVIEW PLACE: Has Court's Nod to Borrow $20,000 From DIP Lender
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
authorized Gulf Landings Development Corp. and Harbor Colony
Development, Inc., to obtain post-petition financing of up to
$20,000 from Gulf Landings Loan, LLC, to pay those operating
expenses set forth on the budget, plus amounts equal to the
payments requested for appraiser Ron Oxtal in the Debtors'
Emergency Application to Employ Appraiser Nunc Pro Tunc to
August 4, 2011, and to Approve Payment of Compensation (Doc. No.
112).   The DIP Lender is a newly formed Florida limited liability
company that is related to the Debtors and Seaview.

All amounts advanced will be (i) secured by senior liens on
unencumbered assets of the respective Debtors, (ii) secured by
junior liens on assets of the respective Debtors that are already
encumbered and (iii) allowed as "super-priority" administrative
expenses in the respective cases pursuant to Section 364(c)(1) of
the Bankruptcy Code; provided, however, that the liens and
administrative expense claims of the DIP Lender will be subject to
a "carve-out" for professional fees of Debtors' counsel and fees
of the United States Trustee as provided in the Motion.

The rate of interest will be at 6% p.a.  The term of the DIP Loan
will be for six (6) months unless sooner terminated and/or
replaced with substitute funding upon confirmation of the plan or
otherwise, extended by written agreement of the parties, or upon
the occurrence of an Event of Default.  The Debtors may but are
not required to repay the principal, interest, and other amounts
due under the DIP Loan at any time prior to the end of the Term
without penalty.

                  About Seaview Place Developers

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.  In its schedules, the Debtor
disclosed $24,769,500 in total assets and $15,147,744 in total
debts as of the Petition Date.

Affiliates Gulf Landings Development Corporation and Harbor Colony
Development, Inc. filed separate petitions for Chapter 11 relief
on July 8, 2011 (Bankr. M.D. Fla. Case No. 11-13101 and Case No.
11-13103).

The Debtors are owned by J&M Developments LLC.  Seaview developed,
built, owns, and now manages a nine-story, waterfront high-rise
condominium (the "Seaview Building") in Pasco County, Florida
commonly known as Seaview Place.  Gulf owns properties in Pasco
and Pinellas Counties, including two tracts adjacent to Seaview
Place.  Harbor owns a vacant real property in Pasco County.

The Debtors' cases are jointly administered under Lead Case 11-
05126.

David S. Jennis, Esq., Chad S. Bowen, Suzy Tate, Esq., and
Kathleen L DiSanto, Esq., at Jennis & Bowen, P.L., in Tampa,
Florida, represent the Debtors as counsel.


SHALAN ENTERPRISES: Wells Fargo Says Lien Not Yet Fully Paid
------------------------------------------------------------
Secured creditor Wells Fargo Bank, NA, asks the U.S. Bankruptcy
Court for the Central District of California to deny Shalan
Enterprises, LLC, and Alan Rapoport's request to substitute
collateral for secured loan.

On Aug. 23, 2011, Shalan Enterprises, and Alan Rapoport requested
for an authorization to substitute certain collateral, i.e., a
single family dwelling located at 5837 Lake Lindero Drive, Agoura
Hills, California as substitute collateral in place and in stead
of the single family dwelling located at 30729 Mainmast, Agoura
Hills, California, for purposes of securing a loan of $300,000,
which such borrowing was previously approved by the Court.

On June 30, 2011, the Court entered an order authorizing the
Debtor to borrow $300,000 from Robert Goldman and collateralize
such borrowing with a first and senior lien on the original
property.

The creditor explained that despite the Debtor's declaration, the
creditor's lien has not been fully paid and creditor's lien
remains in place.  The Debtor's Plan provides for the creditor's
claim to remain unmodified.

The Debtor's motion, according to the creditor, fails to provide
any indication that the creditor received any of the payoff it
briefly refers to within the context of a footnote explaining that
First Bank's obligation had been satisfied.  The Debtor's motion
does not specifically refer to creditor's lien, though, and is
devoid of any suggestion or evidence that creditor's lien had been
satisfied.  Without the satisfaction, the creditor's lien remains
and retains its senior priority.

The creditor is represented by:

         Christopher M. Mcdermott, Esq.
         Eric J. Testan, Esq.
         PITE DUNCAN, LLP
         4375 Jutland Drive, Suite 200
         P.O. Box 17933
         San Diego, CA 92177-0933
         Tel: (858) 750-7600
         Fax: (619) 590-1385

                     About Shalan Enterprises

Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties.  Shalans'
business is to hold 34 of Alan Rapoport's real estate holdings.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-43263) on Nov. 25, 2009.  The Company has
assets of $12,540,000, and total debts of $7,426,313.

Shalan Enterprises' case is substantially consolidated with the
case of Alan Rapoport, who filed Chapter 11 bankruptcy (Case No.
09-43499) on Nov. 30, 2009.


SHAMROCK-SHAMROCK INC: Can Access Cash Collateral Until Oct. 6
--------------------------------------------------------------
The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida authorized, in a fourth interim order,
Shamrock-Shamrock, Inc., to use cash collateral until 5:00 p.m. on
Oct. 6, 2011.

The Court will conduct a final evidentiary hearing on Debtor's
motion for authority to use cash collateral on Oct. 5, 2011, at
2:00 p.m.

A copy of the interim order is available at http://is.gd/s06NtN

As reported by the Troubled Company Reporter on May 26, 2011, the
cash collateral secure the Debtors' obligations to lender parties
-- American Home Mortgage Services Inc., American Brokers Conduit,
Friends Bank, Litton Loan Servicing LP, National City/PNC Bank,
Select Portfolio Servicing Inc., Stancorp Financial Group, Inc.,
SunTrust, and Wells Fargo Bank N.A.

                     About Shamrock-Shamrock

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.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SHERIDAN GROUP: S&P Lowers Corporate Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hunt Valley, Md.-based printing company The Sheridan
Group Inc. to 'CCC+' from 'B-'.

"We also lowered our ratings on Sheridan's $150 million senior
secured notes to 'CCC+' from 'B-'. The recovery rating remains at
'3', indicating our expectation of meaningful (50% to 70%)
recovery for bondholders in the event of a payment default," S&P
stated.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim. "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."

"We view Sheridan's business risk as vulnerable because it is a
specialized printer servicing niche segments, many of which are
facing revenue contraction and the need to restructure
operations," explained Ms. Lim. "We believe these pressures will
cause EBITDA to decline in 2011. We regard Sheridan's financial
risk profile as highly leveraged, based on the company's
significant debt burden and high interest costs."


SOMERSET PROPERTIES: Gets 10th Interim Cash Collateral Use Order
----------------------------------------------------------------
On Aug. 30, 2011, the U.S. Bankruptcy Court for the Eastern
District of North Carolina entered a tenth interim order granting
Somerset Properties SPE LLC permission to use cash collateral to
make payment of its ordinary and necessary operating expenses
including utilities, payroll, and maintenance, subject to the
limits as set forth in a budget, subject to a 10% line item
variance.

The Debtor is not authorized to use cash collateral for legal fees
and expenses, management fees, or other professional fees of any
kind, absent court approval.

The lenders will immediately cause $256,386 of cash collateral,
consisting of held funds, to be wired to DIP account pursuant to
the Debtor's Instructions.

A copy of Somerset's August 2011 Budget is available at:

      http://bankrupt.com/misc/SOMERSET_BudgetAug2011.PDF

The Debtor's use of cash collateral will expire or terminate on
the earliest of: (i) the date the Debtor ceases operations of its
business; (ii) the non-compliance or default of the Debtor with
any terms and provisions of this Order; or (iii) another order
concerning Cash Collateral is entered, or (iv) dismissal or
conversion of this chapter 11 case to chapter 7.

To the extent of cash collateral used by the Debtor, Lenders are
granted liens in all of the Debtor's post-petition leases, rents,
royalties, issues, profits, revenue, income, deposits, securities,
and other benefits of the properties to the same extent, priority,
and perfection as they have in said collateral prepetition.

The Debtor is required to maintain adequate insurance on all
tangible collateral subject to the liens of the Lenders.

A final hearing on the Debtor's cash collateral use has been set
for Sept. 22, 2011, at 10:00 a.m., in Raleigh, North Carolina.

As reported in the TCR on July 15, 2011, CSFB 2001-CP4 Bland Road,
LLC, and CSFB 2001-CP4 Falls of Neuse, LLC, claim to be the
current holders of loans to Somerset, each in the original
principal amount of $15,500,000, and further claim that the Loans
are secured by liens on all of Somerset's assets including but not
limited to the Properties and all rents, royalties, issues,
profits, revenue, income, deposits, securities, and other "cash
collateral" as that term is defined in Section 363(a) of the
Bankruptcy Code.

LNR Partners, LLC is the "Special Servicer" of the Loans, and the
nonowner manager and representative of CSFB 2001-CP4 Bland Road,
LLC, and CSFB 2001-CP4 Falls of Neuse, LLC, in this Chapter 11
case. CSFB 2001-CP4 Bland Road, LLC, CSFB 2001-CP4 Falls of Neuse,
LLC, and LNR are referred collectively and individually as the
"Lenders."

Midland Loan Services, Inc., the "Master Servicer" of the Loans,
asserts that it is not a manager or representative of CSFB 2001-
CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse, LLC, in
this case, and asserts no interest in cash collateral.

The Debtor disputes the claims of the Lenders and Midland.

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case No. 10-09210).  Samantha J. Younker, Esq., and William P.
Janvier, Esq., at Janvier Law Firm, PLLC, in Raleigh, N.C.,
represent the Debtor as bankruptcy counsel.  The law firm of
Blanchard, Miller, Lewis & Isley, P.A., in Raleigh, N.C., is the
Debtor's special counsel. The Company disclosed $36,496,015 in
assets and $28,825,521 in liabilities as of the Chapter 11 filing.


SIRIUS INT'L: S&P Hikes Rating on Preferred Stock to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit and senior debt ratings on Bermuda-based
Sirius International Group Ltd. (previously White Mountains Re
Group Ltd.; Sirius Group) to 'BBB' from 'BBB-'. "We also raised
our rating on Sirius Group's preferred stock to 'BB+' from 'BB'.
At the same time, we affirmed our long-term 'A-' counterparty
credit and financial strength ratings on Sirius Group's operating
insurance subsidiaries, Sweden-based Sirius International
Insurance Corp. (Sirius International) and U.S.-based Sirius
America Insurance Co. (previously White Mountains Reinsurance Co.
of America; Sirius America). The outlook on all of these entities
is stable," S&P said.

"The upgrade of Sirius Group follows the company's recent
announcement of its intention to reorganize its legal entities,
making Sirius America a direct subsidiary of Sirius
International," said Standard & Poor's credit analyst
Laline Carvalho. "As part of the reorganization plan, the group
also rebranded under the Sirius name. Following the planned
reorganization, we expect Sirius Group to have a significant
proportion of its consolidated capital outside of the U.S., where
we view structural subordination as less restrictive between
regulated operating insurance subsidiaries and their holding
companies than in the U.S. market. On a pro-forma year-end 2011
basis, we expect approximately 71% of Sirius Group's consolidated
GAAP capital to be located in Sweden, where we typically apply two
notches of differentiation between holding companies and their
regulated operating insurance subsidiaries. As a result, our
upgrade of Sirius Group to 'BBB' reflects a two-notch difference
between the holding company rating and the 'A-' financial strength
ratings on its operating insurance subsidiaries."

"The 'A-' financial strength and counterparty credit ratings on
Sirius International and Sirius America reflect their strong
competitive positions in the global reinsurance market, very
strong capital adequacy, and a disciplined approach to cycle
management. Partially offsetting these favorable rating factors
are weaker-than-peer-group historical consolidated operating
performance (largely due to previous adverse loss reserve
development at Sirius America); moderate earnings volatility
resulting from exposure to natural catastrophe losses in recent
years; and soft market conditions in most of the group's lines of
business, though we expect recent catastrophes to lead to improved
property/catastrophe pricing in certain regions. To the extent
that we don't expect any major changes in the day-to-day
operations (and underwriting activities) at Sirius International
or Sirius America as a result of the recently announced
reorganization of their legal entities, we view the reorganization
as neutral to our financial strength ratings on Sirius
International and Sirius America. Longer-term, we believe that the
expected increased integration between Sirius International and
Sirius America during the next few years could bring some benefits
to the group by further aligning operating and underwriting goals
within the organization and offering clients a more cohesive,
consolidated platform under the Sirius brand name," S&P stated.

"The outlook is stable. We expect Sirius Group to maintain its
strong cycle management throughout the current underwriting cycle.
We believe disciplined underwriting, actions to reduce the group's
catastrophe exposures during the past two years, and significant
steps taken in 2008 to address adverse loss reserve development at
Sirius America (with the expectation of no further material
adverse loss reserve development expected at this entity), place
the group in a better position to produce strong consolidated
operating results in the longer term," S&P related.

"Factors that could have a positive influence on the ratings
include Sirius Group's ability to meet or exceed our operating
performance expectations on a sustained basis, and an improvement
in its competitive position. We could lower the ratings if the
company experiences a sustained downturn in operating performance
or if its capital adequacy deteriorates significantly. Capital
adequacy could weaken as a result of major catastrophe losses or
investment-related losses, or from demand for capital or
leveraging of the balance sheet from elsewhere within ultimate
parent White Mountains Insurance Group Ltd.'s operations," S&P
noted.


SOLYNDRA LLC: Final DIP Hearing Set for Sept. 27
------------------------------------------------
The Bankruptcy Court will hold a hearing on Sept. 27 at 9:30 a.m.
to consider Solyndra LLC's request for final authority to use cash
collateral and obtain postpetition financing.

Solyndra has a $4 million DIP financing from AE DIP 2011 LLC.
Debtor 360 Degree Solar Holdings, Inc., will serve as guarantor
under the loan.

The DIP Lender is a special purpose entity created by Argonaut
Ventures I, L.L.C. and Madrone Partners, L.P.  The DIP loan is
secured by priming first priority, valid, perfected and
enforceable liens on property of the Debtors' estates.

At a hearing on Sept. 7, Judge Mary F. Walrath granted the Debtors
permission to borrow up to $2.5 million of the DIP Facility and
use cash collateral securing obligations to their prepetition
lenders.

The Debtors have said that although they have ceased manufacturing
operations to conserve capital, they are presently evaluating
their options, which may include a "turnkey" sale of their
business. For them to effectuate such sale process or other
orderly restructuring of their assets in a manner that will
maximize value for all constituents, the Debtors said they must
have ample liquidity to meet their operational needs.

The Debtors will use the loan proceeds to (a) pay interest, costs,
and expenses incurred with respect to the DIP Obligations, and (b)
finance the Debtors' chapter 11 restructuring process, including,
but not limited to chapter 11 professional fees and expenses, in
accordance with the budget approved by the DIP Lender.

The Debtor's Motion provides that the DIP Obligations will mature
on the earliest to occur of: (i) 180 days following the Petition
Date, (ii) the failure of the Debtors to obtain a Final Order on
or before the date which is 21 days after the Petition Date, or
(iii) the occurrence of an event of default under the DIP
Agreement.  The interest rate for the DIP Obligations will be 15%
per annum.

The DIP liens, DIP superpriority claim, the adequate protection
replacement liens, and the adequate protection superpriority
claims are subject -- and will be subordinate only -- to a carve-
out for (a) quarterly fees required to be paid pursuant to 28
U.S.C. Sec. 1930(a)(6), together with interest payable pursuant to
applicable law and any fees payable to the Clerk of the Bankruptcy
Court; and (b) allowed fees and expenses of attorneys,
accountants, financial advisors, consultants and other
professionals employed by the Debtors and any official
committee(s) of creditors pursuant to Sections 327 and 1103 of the
Bankruptcy Code in the amounts set forth in the Budget accrued
through the Commitment Termination Date, and up to the amount of
$50,000 accrued thereafter.

The Debtors will pay 2% closing fee or $80,000 payable upon
closing to the Lender.

As of the Petition Date, Solyndra had outstanding secured debt in
an aggregate principal amount of $783,755,765, consisting of:

     $69,302,901 in principal obligations under the Prepetition
                 Tranche A Term Loan Facility with Argonaut
                 Ventures I, L.L.C., as Tranche A Representative;

    $142,808,544 in principal obligations constituting Tranche B
                 Debt; and
    $385,000,000 in principal obligations constituting Tranche D
                 Debt with the U.S. Department of Energy, acting
                 by and through the Secretary of Energy, as loan
                 servicer -- Prepetition Tranche B/D Agent.
                 Solyndra is obligated to repay amounts owing to
                 Federal Financing Bank, and its guarantor, the
                 U.S. Department of Energy -- Prepetition Tranche
                 B/D Lenders; and

    $186,644,319 in principal obligations under the Prepetition
                 Tranche E Facility with Argonaut Ventures I,
                 L.L.C., as agent

The obligations are secured by substantially all of the Debtors'
assets, subject to the terms of an Prepetition Intercreditor
Agreement.  As of the Petition Date, (i) the Prepetition Tranche A
Lenders' right to payment is senior to the Prepetition Tranche B/D
Lenders' right to payment with respect to the Tranche B Debt, and
(ii) the Prepetition Tranche B/D Lenders' right to payment with
respect to the Tranche B Debt is senior to both (a) the
Prepetition Tranche B/D Lenders' right to payment with respect to
the Tranche D Debt, and (b) the Prepetition Tranche E Lenders'
right to payment, which rights are pari passu.

DIP Lender AE DIP 2011 LLC is represented by:

          Michael A. Rosenthal, Esq.
          J. Eric Wise, Esq.
          Matthew K. Kelsey, Esq.
          GIBSON DUNN & CRUTCHER LLP
          200 Park Avenue
          New York, NY 10166
          Tel: 212-351-3969
          Fax: 212-351-6258
          E-mail: mrosenthal@gibsondunn.com
                  ewise@gibsondunn.com
                  mkelsey@gibsondunn.com

               - and -

          Sean M. Beach, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR LLP
          1000 West Street, 17th Floor
          Wilmington, DE 19899
          Tel: 302-571-6621
          Fax: 302-576-3281
          E-mail: sbeach@ycst.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.


SOLYNDRA LLC: Hearing on Pachulski Stang Hiring Set for Sept. 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Sept. 27, 2011, at 9:30 a.m., to consider
Solyndra, LLC's request to employ Pachulski Stang Ziehl & Jones
LLP as counsel.  Objections, if any, are due Sept. 20.

The Debtor has asked the Court to authorize the employment of
PSZ&J as bankruptcy counsel under a general retainer to perform
the legal services that will be necessary during these chapter 11
cases.

The principal attorneys and paralegals designated to represent the
Debtors and their standard hourly rates are:

         a. Richard M. Pachuiski     $950
         b. Debra I. Grassgreen      $795
         c. Bruce Grohsgal           $705
         d. Joshua M. Fried          $650
         e. Shirley S. Cho           $650
         f. Patricia Jeffries        $255

Prepetition, PSZ&J received $400,000 in connection with its
prepetition representation of the Debtors.

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

                       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: GOP Slams $535 Million Federal Loan to Solyndra
-------------------------------------------------------------
Derek Hawkins at Bankruptcy Law360 reports that Congressional
Republicans berated a U.S. Department of Energy official and a top
White House aide Wednesday for authorizing a $535 million stimulus
loan to now-bankrupt solar cell maker Solyndra LLC, claiming they
rushed through the review process for political purposes.

Law360 relates that Republican lawmakers grilled Department of
Energy loan chief Jonathan Silver and Office of Management and
Budget Deputy Director Jeffrey Zients on whether the Obama
administration granted the loan because of campaign donations or
to promote the success of the American Recovery and Reinvestment
Act.

                       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 INC: Execs Snub Congressional Committee
------------------------------------------------
Neela Banerjee and Jim Puzzanghera at the Los Angeles Times report
that executives of Solyndra Inc. canceled their Wednesday
appearance before a congressional investigative committee at the
last minute, citing the demands of a complicated bankruptcy and a
federal investigation they face.

According to the report, Solyndra got a $535-million loan as part
of the U.S. stimulus package in late 2009 and was held up by the
Obama administration as a powerful example of the kind of
innovative manufacturing that would revive the economy.  But in
the last few weeks, the Fremont, Calif., company has closed shop,
laid off most of its 1,100 workers, filed for Chapter 11
bankruptcy protection and had its offices and executives' homes
raided by the FBI.

The report says the House Energy and Commerce Committee will hear
testimony from administration officials about the government's
loans to Solyndra.  The company said in a statement that its
executives were busy with the bankruptcy and were discussing a
new hearing date with the committee.

The report relates that Republicans have speculated that Solyndra
got the half-billion-dollar loan because its biggest investor has
ties to George Kaiser, a major fundraiser for President Obama's
2008 campaign.  But Democrats have found enough information in
public records of the Energy Department's loan approval process to
try to widen the Solyndra scandal to Republicans as well.

                       About Solyndra LLC

Fremont, California-based Solyndra LLC and an affiliate sought
Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-12799) on Sept. 6, 2011.  It is at least the third solar
company to seek court protection from creditors since August 2011.

Solyndra LLC 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.

Founded in 2005, Solyndra 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.

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.

The Company has tapped Pachulski Stang Ziehl & Jones LLP as legal
adviser.


SPANSION INC: Lowers Outlook for Sept. 25 Quarter
-------------------------------------------------
Spansion Inc. updated its business outlook for the fiscal third
quarter ending September 25, 2011, lowering its estimated revenue
for the quarter due to softness in the wireless and consumer
markets.  Based on recent trends in those markets, the company now
expects revenue between $250-$270 million, compared with its
initial estimate of $285-$325 million.  The majority of the
reduction is from the company's wireless products, which have
experienced an unexpected decline in demand and pricing. Revenue
from wireless products is expected to be less than 10 percent of
the total revenue for the company in the third quarter.

                       About Spansion

Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 bankruptcy on March 1, 2009 (Bankr. D.
Del. Lead Case No. 09-10690).  On Feb. 9, 2009, Spansion's
Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into
a proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, served as bankruptcy counsel.  Michael R.
Lastowski, Esq., at Duane Morris LLP, served as the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee appointed an official committee of
unsecured creditors in the case.  As of Sept. 30, 2008, Spansion
disclosed total assets of US$3,840,000,000, and total debts of
US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  Spansion
Japan had US$10 million to US$50 million in assets and US$50
million to US$100 million in debts.

Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009.  Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.

Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt.  Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.


SPECIALIZED TECHNOLOGY: S&P Raises Corp. Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Enfield, Conn.-based Specialized Technology Resources
Inc. to 'BB-' from 'B+'. "We removed all of the ratings from
CreditWatch with positive implications, where they were placed on
Aug. 17, 2011," S&P said.

"Subsequent to this action, we withdrew the corporate credit
rating on STR at the request of the issuer. We also withdrew the
issue-level ratings on STR's first- and second-lien credit
facilities, as the company used proceeds from the recent sale of
its Quality Assurance business to repay both facilities in
entirety," S&P related.


SPECTRAWATT INC: Court Sets Sept. 19 Final Cash Collateral Hearing
------------------------------------------------------------------
The budget attached to the motion covers the week ending Aug. 26
until Jan. 2012).  A copy of the interim cash use order is found
at http://is.gd/AVDLSU

The U.S. Bankruptcy Court for the Southern District of New York
approved on SpectraWatt Inc.'s emergency motion to use cash
collateral of the Series A-1 Noteholders, in accordance with a
budget.  The Debtor's authorization to use Cash Collateral will
terminate upon the expiration of the period covered by the Budget.

The Series A-1 Noteholders are are entitled, pursuant to Sections
361 and 363(c)(2) of the Bankruptcy Code, to adequate protection
in an amount equal to the aggregate diminution in value of the
Prepetition Collateral, including, without limitation, the Cash
Collateral, including a perfected first priority senior security
interest in and lien upon all other prepetition and postpetition
property of the Debtor, whether existing on the Petition Date or
thereafter acquired.

The post-petition liens will have same validity, priority and
extent as the pre-petition liens asserted by the Series A-1
Noteholders.

The Series A-1 Noteholders will at all times have a super priority
administrative expense claim pursuant to Section 507(b) of the
Bankruptcy Code; provided, however, that said priority will not be
prior to the Carve-Out or any expense listed in the Budget up to
the Termination Date.

Unless the Series A-1 Noteholder Agent will have provided
its prior written consent or written waiver, or the Prepetition
Debt will have been indefeasibly paid in full in cash in whole,
each of the following, in addition to the applicable provisions in
the Prepetition Loan Documents, will constitute an "Event of
Default":

(a) The Debtor's failure to obtain entry of a Final Order within
thirty (30) days of the entry of this Order;

(b) The issuance of an order staying, reversing, modifying or
vacating this Order or any further cash collateral order, as
applicable;

(c) With respect to a sale of substantially all of the Debtor's
assets, (i) the Debtor's failure to obtain entry of a bid
procedures order by Sept. 30, 2011, in a manner acceptable to the
Series A-1 Noteholder Agent, or (ii) absent the prior written
consent of the Series A-1 Noteholder Agent, the Debtor's failure
to obtain approval of an asset sale under Bankruptcy Code Section
363 by Oct. 31, 2011;

(d) The entry of an order dismissing the Debtor's Chapter 11 case,
converting the case to Chapter 7, or appointing a Chapter 11
trustee or an examiner with expanded powers in the case;

(e) Any action by the Debtor, including the filing of an
application, in support of any of the foregoing Events of Default;

(f) The breach by the Debtor of any term or provision of this
Order or any further cash collateral order;

(g) The acquisition by any post-petition lender to the Debtor of a
post-petition security interest in or lien upon any property of
the Debtor having parity with or priority over the security
interest and liens in such property held by the Series A-1
Noteholder Agent or any Series A-1 Noteholder; or

(h) The entry of an order by any court that terminates the
authority of the Debtor to conduct all or any material part of its
business.

In the event of a default under any other provision of this Order,
or the Prepetition Loan Documents, and upon filing of a notice by
the Series A-1 Noteholder Agent with the Court and served on the
parties to the case, the automatic stay provisions of section 362
of the Bankruptcy Code will be vacated and modified, following
seven (7) days after the Default Notice to the extent necessary
for the Series A-1 Noteholder Agent and the Series A-1 Noteholders
to exercise any rights and remedies provided under the terms of
this Order and/or the Prepetition Loan Documents and terminating
the Debtor's authorization to use Cash Collateral following five
days notice, other than for the Carve-Out or claims provided in
the Budget which have accrued up to the Termination Date.

A final hearing on the motion will be held on Sept. 19, 2011, at
2:00 p.m.  Not less than three business days before the Final
Hearing, the Debtor must file and serve the Cash Collateral budget
to be considered at the final hearing (if different from the
Budget filed in conjunction with the Motion) on all parties
receiving notice of the Motion.

                       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.

Mark W. Wege, Esq., and Scott Davidson, Esq., at King & Spalding
LLP, in Houston, Texas, is the proposed counsel for the Debtor.


SPECTRAWATT INC: Court Sets Oct. 6 Sale Hearing
-----------------------------------------------
As reported in the TCR on Sept. 14, 2011, 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.

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.

A copy of the Court's interim order, dated Aug. 29, 2011,
approving the bidding procedures in connection with the proposed
sale of the Debtor's assets is available at http://is.gd/rhJvum

The Sale Hearing will be conducted at 2:00 p.m. on Oct. 6.  A
final hearing to consider the Bidding Procedures will be held on
Sept. 19, 2011, at 2:00 p.m.

                       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.

Mark W. Wege, Esq., and Scott Davidson, Esq., at King & Spalding
LLP, in Houston, Texas, is the proposed counsel for the Debtor.


TAO-SAHI LP: Lender Says Cash Use Not Authorized Due to Defaults
----------------------------------------------------------------
S2 Acquisition LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas to deny TAO-SAHI, LP's request for extension of
authority to use cash collateral in the ordinary course and
provide adequate protection.

As reported in the Troubled Company Reporter on Aug. 30, 2011, S2
Acquisition LLC asserts claims against the Debtor in the amount of
approximately $19,554,569 (exclusive of pre- and post-petition
attorney fees, costs and expenses, late charges and other costs
chargeable under the Loan Documents.

Pursuant to the cash collateral order, S2 Acquisition agreed to
the Debtor's continued use of S2 Acquisition's cash collateral,
until Aug. 31, 2011.

S2 Acquisition objects to the Debtor's request for continued use
of cash collateral for an additional 90 day period explaining that
one or more events of default have occurred under the cash
collateral order.  Because the Debtor failed to timely cure (as of
Aug. 29) such events of default after being provided written
notice by S2 Acquisition, the Debtor's authorization to use cash
collateral has terminated and the Debtor is not entitled to any
extension of authority to the continued use of cash collateral.

S2 Acquisition is represented by:

         GREENBERG TRAURIG, LLP
         Shari L. Heyen, Esq.
         1000 Louisiana Street, Suite 1700
         Houston, TX 77002
         Tel: (713) 374-3500
         Fax: (713) 374-3505
         E-mail: HeyenS@gtlaw.com

                        About Tao-Sahi LP

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., and Jack Skaggs, Esq., at Jackson Walker LLP,
in Austin, Tex., serve as bankruptcy counsel.  Bolton Real Estate
Consultants, Ltd., serves as the Debtor's appraiser.  In its
Schedules, the Debtor disclosed $24,735,728 in assets and
$20,584,065 in debts.  The petition was signed by Clayton Isom,
CEO of Tao Development Group, LLC, general partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.


TIB FINANCIAL: GreenBank Merges with Capital Bank
-------------------------------------------------
GreenBank, a wholly owned subsidiary of Green Bankshares, Inc.,
merged with and into Capital Bank, National Association, a
subsidiary of TIB Financial Corp, Capital Bank Corporation, and
North American Financial Holdings, Inc., with Capital Bank as the
surviving entity.

NAFH is the owner of approximately 90% of Green Bankshares' common
stock, approximately 83% of the Capital Bank Corp.'s common stock
and approximately 94% of the Company's common stock.  Five of
Green Bankshares' seven directors, and Green Bankshares' Chief
Executive Officer, Chief Financial Officer and Chief Risk Officer
are affiliated with NAFH.  The same five directors are also five
of the Company's seven directors, and the same three officers
serve as the Company's Chief Executive Officer, Chief Financial
Officer and Chief Risk Officer.  In addition, the same five
directors are also directors of Capital Bank Corp. and the
Company's Chief Executive Officer, Chief Financial Officer and
Chief Risk Officer hold those same positions at Capital Bank Corp.

Prior to the Merger, the Bank was a state-chartered banking
corporation established in 1890 which had its principal executive
offices in Greeneville, Tennessee.  The principal business of the
Bank consisted of attracting deposits from the general public and
investing those funds, together with funds generated from
operations and from principal and interest payments on loans,
primarily in commercial and residential real estate loans,
commercial loans and installment consumer loans.  As of June 30,
2011, the Bank had approximately $2.3 billion in total assets,
$1.5 billion in loans, $1.9 billion in deposits, $210 million in
shareholders' equity and operated 63 branch offices in Tennessee
and one each in North Carolina and Virginia.

The Merger occurred pursuant to the terms of an Agreement and Plan
of Merger entered into by and between the Bank and Capital Bank,
dated as of Sept. 7, 2011.  In the Merger, each share of Bank
common stock was converted into the right to receive shares of
Capital Bank common stock.  As a result of the Merger, the Company
now owns approximately 22% of Capital Bank, with NAFH directly
owning 19%, Green Bankshares owning 34% and Capital Bank Corp.
owning the remaining 25%.

                      About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of Dec. 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.  The 2010 Annual Report did not contain a
going concern doubt.

The Company's balance sheet at June 30, 2011, showed $210.10
million in total assets, $30.06 million in total liabilities and
180.03 million in total shareholders' equity.


TELLICO LANDING: Seeks to Obtain $2.7MM in Additional Funding
-------------------------------------------------------------
Tellico Landing, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Tennessee to allow it to obtain credit by
deeming that it has a senior lien on a Tennessee resort property
that is subject to the lien of Wind River Investments, LLC.

The Debtor relates that it needs $2.7 million in additional
funding, which will be used, among other things, to market lots in
the Rarity Pointe Resort located in Lenoir City, Tennessee, owned
by the Debtor.  The Resort has 184 residential lots, some vacant
tracts, and a golf course.  However, the Debtor's $6.7 million
debt to Wind River for the lots and tracts in the Resort Property
is secured by a first priority Deed of Trust on the real property.

The Debtor relates that it has obtained a conditional commitment
from Heritage Solutions, LLC, to provide a secured $2.7 million
financing.  However, the financing is conditioned on the Court
approving that the Debtor has a senior lien on the Resort Property
that is subject to the lien of Wind River.

The Debtor maintains that Wind River's interest in the Resort is
adequately protected by the $30 million value of the real
property.  In addition, the Debtor is reserving $350,000 for
interest payments to be made to Wind River starting September
2011.

The Debtor notes that as lots are released for sale, it will pay
certain sums to the DIP Lender to obtain lot releases.  Upon the
DIP Lender being repaid, the release will be paid to Wind River.

                       About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, filed for
Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed in the Tellico case because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


TOWNSENDS INC: Converts Bankruptcy to Ch. 7 Liquidation
-------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that Townsends Inc. has
abandoned its efforts at restructuring under Chapter 11 and will
go into a Chapter 7 liquidation under a plan approved Wednesday by
a Delaware bankruptcy judge.

Townsends, which has sold off or closed most of its chicken plants
since filing for bankruptcy in December 2010, said it can no
longer afford a drawn-out Chapter 11 proceeding.

                   About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Specialty Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.  No trustee or
examiner has been appointed in the Debtors' bankruptcy cases.

The Debtors sold virtually all of their assets in two Asset Sale
transactions which closed on Feb. 25, 2011.  The purchasers were
Omtron, Ltd., and Peco Foods, Inc.

The Hon. Christopher S. Sontchi previously extended TW Liquidation
Corp., et al.'s exclusive periods to file and solicit acceptances
for the proposed Chapter 11 Plan until Oct. 14, 2011, the Dec. 16,
respectively.


TRANSWEST RESORT: Senior Lender Wants Plan Outline Disapproved
--------------------------------------------------------------
Senior lender JPMCC 2007-C1 Grasslawn Lodging, LLC, asks the U.S.
Bankruptcy Court for the District of Arizona to disapprove the
Disclosure Statement explaining Transwest Resort Properties, Inc.,
et al.'s Plan of Reorganization dated July 29, 2011.

As reported in the Troubled Company Reporter on Aug. 3, 2011, the
Debtors' Plan calls for the restructuring of its mortgage loan and
the investment of $30 million of new capital in the Debtor.

The reorganization plan also includes a multiyear property
improvements plan that would see $33 million put into refurbishing
Westin Hilton Head Island Resort in South Carolina and Westin La
Paloma Resort and Country Club in Tucson, Arizona.

Senior lender relates that it is the largest secured creditor and
the largest unsecured creditor, representing approximately 97% of
the total debt, in the cases of Transwest Tucson Property LLC and
Transwest Hilton Head Property LLC (the Property Debtors).  The
Property Debtors operate the Westin La Paloma Report and Country
Club in Tucson, Arizona and the Weston Hilton Head Island Resort
and Spa on Hilton Head Island, South Carolina.

According to the secured lender, the Disclosure Statement must not
be approved because the plan is fatally flawed.

The secured lender notes that the Disclosure Statements must,
among other things:

   -- indicate that the value of the resorts is in dispute and
      will not be determined until the Court makes a valuation
      decision; and

   -- must identify the source of the key money, the actual amount
      of such funds, or the agreement under which such funds will
      be provided.

In a separate motion, the Debtors ask that the Court to (i) set
the initial and evidentiary hearing for Plan confirmation; (ii)
approve the solicitation package documents; (iii) set related
solicitation and discovery deadlines; and (iv) use hearing on
Disclosure Statement as scheduling conference.

JPMCC 2007-C1 Grasslawn Lodging, LLC is represented by:

         BALLARD SPAHR LLP
         Ethan B. Minkin, Esq.
         Andrew A. Harnisch, Esq.
         Dean C. Waldt, Esq.
         Jaclyn D. Foutz, Esq.
         Jon T. Pearson, Esq.
         1 East Washington Street, Suite 2300
         Phoenix, AZ 85004-2555
         Tel: (602) 798-5451
         Fax: (602) 798-5595
         E-mail: minkine@ballardspahr.com
                 harnischa@ballardspahr.com
                 waldtd@ballardspahr.com
                 foutzj@ballardspahr.com
                 pearsonj@ballardspahr.com

                      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.


TRANSWEST RESORT: Wants Plan Exclusivity Extended Until Dec. 31
---------------------------------------------------------------
Transwest Resort Properties, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Arizona to extend their exclusive period
to solicit acceptances of the proposed Plan of Reorganization
dated July 29, 2011, from Oct. 1, until Dec. 31.

The Debtors note that the valuation trial, a procedure established
to determine the value of the resorts, has been reset for Oct. 3
to 5.  The valuation trial will also allow the Debtors to
determine the extent of the secured and unsecured claims held by
senior lender.

The Debtors relate that the extension will provide the Debtors a
full and fair opportunity to confirm the Plan.

                   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.


TRI-VALLEY CORP: Posts $2.6-Mil. Net Loss in 2nd Quarter
--------------------------------------------------------
Tri-Valley Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $2.6 million on $502,685 of revenues for
the three months ended June 30, 2011, compared with a net loss of
$4.2 million on $1.6 million of revenues for the same period last
year.

The Company had a net loss of $5.1 million on $1.2 million of
revenues for the six months ended June 30, 2011, compared with a
net loss of $6.4 million on $2.6 million of revenues for the
corresponding period of 2010.

The Company's balance sheet at June 30, 2011, showed $18.0 million
in total assets, $6.6 million in total liabilities, and
stockholders' equity of $11.4 million.

Brown Armstrong Accountancy Corporation, in Bakersfield, Calif.,
expressed substantial doubt about Tri-Valley's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that of the Company's reoccurring net
loss.

A copy of the Form 10-Q is available at http://is.gd/CKK9S1

Bakersfield, Calif.-based Tri-Valley Corp. (NYSE Amex: TIV)
-- http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.


TRILOGY INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Rating Services has affirmed Trilogy
International Partners LLC's 'B-' credit rating.  The outlook is
stable.

Trilogy International's manageable debt maturity profile continues
to support the rating.

"We are affirming our 'B-' long-term corporate credit and 'CCC+'
senior secured debt ratings on the company," S&P said.

"The stable outlook reflects our expectation that the subscriber
growth and value-added services will increase EBITDA generation,"
S&P added.


TX BLACKHORSE: Disclosure Statement Hearing on Sept. 27
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Galveston Division, will convene a hearing on Sept. 27, 2011, at
10:45 a.m., to consider approval of the first amended disclosure
statement explaining TX Blackhorse, L.P.'s Plan of Reorganization.

As reported by the Troubled Company Reporter on Sept. 1, 2011,
Judy A. Robbins, United States Trustee, has asked the Court to
dismiss, or in the alternative, to convert the Debtor's Chapter 11
case to Chapter 7, for failure to file an amended disclosure
statement and to file operating reports.  The Debtor announced at
the hearing on the disclosure statement held on May 10, that it
did not wish to proceed and the disclosure statement was denied
without prejudice.

The Debtor, in the First Amended Plan filed Aug. 19, maintained
that its creditors would receive at least what they would receive
in a Chapter 7 liquidation.  Under a Chapter 7 liquidation, the
lien claimants would receive the property in which they have a
lien or its value or a trustee would sell the property, usually by
auction.  The Debtor estimates that the real property would lose
40-50% of its value in a Chapter 7 proceeding.  The remaining
creditors would receive nothing, the Debtor said.

A full-text copy of the First Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?76e8

                        About TX Blackhorse

Tempe, Arizona-based TX Blackhorse L.L.P., a limited partnership,
is the owner of an undeveloped tract of land consisting of
approximately 630 acres in Texas City, Galveston County, Texas.
The Debtor's general partner is CW LT Management, L.L.C., of
Tempe, Arizona, which owns 1% of the Debtor.  John Cork, also of
Tempe, Arizona, the manager of the general partner, owns 88% of
the Debtor as limited partner.  Emilie Cork and Nathan Cork own 5%
limited partner interests respectively.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-80760) on Dec. 29, 2010.  Thomas Baker
Greene, III, Esq., at the Law Office of Thomas B. Greene III, in
Houston, serves as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $19,100,280 in assets and
$13,262,621 in liabilities as of the petition date.


TX BLACKHORSE: Hearing on Case Dismissal Plea Set for Sept. 27
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing on Sept. 27, 2011, at 10:45 a.m., to consider
the motion to dismiss the Chapter 11 case of TX Blackhorse L.L.P.

As reported in the Troubled Company Reporter on Sept. 1, 2011,
Judy A. Robbins, U.S. Trustee asked the Court to dismiss, or in
the alternative, to convert TX Blackhorse's Chapter 11 case to
Chapter 7, for failure to file an amended disclosure statement and
to file operating reports.

A disclosure statement and plan of reorganization were filed on
March 28, 2011.

However, at the hearing on the disclosure statement held on
May 10, 2011, the Debtor announced that it did not wish to proceed
and the disclosure statement was denied without prejudice.

The U.S. Trustee said the docket does not show that an amended
disclosure statement has been filed, nor does its show that the
Debtor is filing operating reports.

                        About TX Blackhorse

Tempe, Arizona-based TX Blackhorse L.L.P., a limited partnership,
is the owner of an undeveloped tract of land consisting of
approximately 630 acres in Texas City, Galveston County, Texas.
The Debtor's general partner is CW LT Management, L.L.C., of
Tempe, Arizona, which owns 1% of the Debtor.  John Cork, also of
Tempe, Arizona, the manager of the general partner, owns 88% of
the Debtor as limited partner.  Emilie Cork and Nathan Cork own 5%
limited partner interests respectively.

The Debtor filed for Chapter 11 bankruptcy protection on Dec. 29,
2010 (Bankr. S.D. Tex. Case No. 10-80760).  Thomas Baker Greene,
III, Esq., at the Law Office of Thomas B. Greene III, in Houston,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $19,100,280 in assets and $13,262,621 in
liabilities as of the petition date.


VEC LIQUIDATING: Taps Sullivan Hazeltine as Special Counsel
-----------------------------------------------------------
VEC Liquidating Corporation and its Debtor affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Sullivan Hazeltine Allinson LLC as special
litigation counsel effective as of Aug. 18, 2011.

Sullivan is entitled to a contingency fee according to this
schedule:

   -- 11% of any payment received subsequent to Sullivan's
      retention, but prior to the filing of an adversary
      complaint solely in the occurrence of a settlement that was
      obtained by BSG with the assistance of Sullivan, including
      preparation of an analysis, review of defenses and
      negotiation with the preference defendant;

   -- 14.5% of any payment received after the filing of an
      adversary complaint, and occurring during the mediation
      process, but prior to entering into litigation; and

   -- 15.5% of any payment should the mediation process fail and
      the adversary proceeding requires litigation.

The Contingent Fee will pose no risk to the Estates as Sullivan
will recover its fee and any out of pocket expenses solely from
the proceeds of the preference recoveries paid to BSG and no
deficiency will be claimed against the Estates, the Debtors notes.

BSG will make payment to Sullivan for the Contingent Fee out of
the proceeds of BSG's contingent fee obtained from the preference
recoveries, and it is further

                       About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-13294) on Sept. 24, 2009.
The Company disclosed assets of $94.1 million and debt of $120.6
million as of Sept. 1, 2009.

Velocity subsequently changed its name to VEC Liquidating
Corporation.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VUANCE LTD: Reports $419,000 Second Quarter Net Income
------------------------------------------------------
Vuance Ltd. reported net income of US$419,000 on US$2.19 million
of revenue for the three months ended June 30, 2011, compared with
a net loss of US$540,000 on US$1.92 million of revenue for the
same period during the prior year.

The Company also reported net income of US$246,000 on US$4.03
million of revenue for the six months ended June 30, 2011,
compared with a net loss of US$1.39 million on US$3.21 million of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed US$1.64
million in total assets, US$8.86 million in total liabilities and
a US$7.22 million total shareholders' deficit.

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

                        http://is.gd/VImc9u

                         About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.

Fahn Kanne & Co., in Tel Aviv, Israel, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and negative cash flows from operations since
its inception and, as of Dec. 31, 2010, the Company had an
accumulated deficit of $49.3 million and a shareholders' deficit
of $7.9 million.

The Company reported a net loss of $2.0 million on $7.4 million of
revenue for 2010, compared with a net loss of $5.1 million on
$9.3 million of revenue for the same period of 2009.


WACO HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Waco Holdings Inc.
          aka Waco Scaffolding & Equipment
        4545 Spring Road
        Cleveland, OH 44131

Bankruptcy Case No.: 11-17843

Chapter 11 Petition Date: September 9, 2011

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Kari B. Coniglio, Esq.
                  BENESCH FRIEDLANDER COPLAN & ARONOFF
                  200 Public Square, Suite 2300
                  Cleveland, OH 44114
                  Tel: (216) 363-4690
                  Fax: (216) 363-4588
                  E-mail: kconiglio@beneschlaw.com

                         - and -

                  Stuart A. Laven, Esq.
                  BENESCH FRIEDLANDER COPLAN & ARONOFF
                  200 Public Square, Suite 2300
                  Cleveland, OH 44114
                  Tel: (216) 363-4500
                  E-mail: slaven@beneschlaw.com

                         - and -

                  William E. Schonberg, Esq.
                  BENESCH FRIEDLANDER COPLAN & ARONOFF
                  200 Public Square, Suite 2300
                  Cleveland, OH 44114-2378
                  Tel: (216) 363-4634
                  E-mail: wschonberg@beneschlaw.com

Debtor's
Financial
Advisor:          CONWAY MCKENZIE

Estimated Assets: $0 to $50,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Martin Coughlin, chief executive
officer.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Waco International Corporation        11-17844
Waco Common Paymaster, Inc.           11-17845
Waco International (West), Inc.       11-17848
   Assets: $10 million to $50 million
   Debts: $10 million to $50 million
Arise Scaffolding & Equipment, Inc.   11-17849
Waco International Incorporated       11-17850
Waco Equipment Co.                    11-17851

List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Universal Form Clamp of Tennessee  --                     $532,416
150 Hickman Road
Jasper, TN 37347-5314

Waco Spring Road LLC               --                     $366,782
4545 Spring Road
Cleveland, OH 44131

Magup Scaffolding Inc.             --                     $166,892
5200 Finch Avenue East, Unit 310
Tornoto, Ontario M1S 4Z5
Canada

G 3 Tapes, Inc.                    --                     $161,771

Moss Street Properties             --                     $109,224

Regional Equipment Services        --                     $103,218

AmRate Express LLC                 --                     $101,725

Jasper Materials Co.               --                      $93,053

The 401 Kompany                    --                      $91,873

David Whitt                        --                      $76,863

Granite Industries                 --                      $76,536

Dimex LLC                          --                      $65,600

Brewer Crane and Rigging LLC       --                      $65,251

Morrow Equipment                   --                      $60,265

Falcon Ladder & Scaffold Mfg.      --                      $57,710

Spider, a Div of Safeworks, LLC    --                      $54,625

ATK Company LLC                    --                      $42,000

Ohio Bureau of Workers' Comp       --                      $38,668

TDR Systems, Inc. t/a Chutes Int'l --                      $38,292

STEPUP Scaffold                    --                      $34,945

KPL Scaffold Inc.                  --                      $33,003

Kaufman & Canoles, P.C.            --                      $32,619

Prime Metal Corp. - USA            --                      $28,975

Cassiday Schade LLP                --                      $24,537

Direct Scaffold Supply             --                      $24,413

G & H Company                      --                      $24,000

RedBuilt Engineered Wood Products  --                      $22,298

Comdata Corporation                --                      $20,240

Shane Gurr                         --                      $18,937

Automation Personnel Services Inc. --                      $18,678


WASHINGTON MUTUAL: To Seek Confirmation of Modified Plan
--------------------------------------------------------
Washington Mutual, Inc. issued the following statement regarding
the Opinion issued by the United States Bankruptcy Court for the
District of Delaware:

WMI is pleased that the Bankruptcy Court reaffirmed its conclusion
that the Global Settlement Agreement is fair and reasonable and
determined that substantially all aspects of the Plan of
Reorganization comply with the requirements of the Bankruptcy
Code.

The Company believes that the expeditious distribution of funds to
holders of allowed claims is of paramount importance.  WMI
intends, in consultation with parties-in-interest, to proceed in a
manner consistent with the Opinion in order to seek confirmation
of a modified plan as soon as practicable.

                     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 Hire DWT as Special Counsel
------------------------------------------------------------
Western Communications, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to employ Davis Wright
Tremaine LLP as its special purpose counsel.

DWT served as the Debtor's newsroom, legal publication, first
amendment, and employment counsel prepetition, and the Debtor
desires DWT to continue to provide those services postpetition.

The Debtor will compensate DWT on an hourly basis in accordance
with DWT's ordinary and customary hourly rates in effect on the
date services are rendered.  DWT's compensation and reimbursement
of expenses will be paid by the Debtor as administrative expenses.

Duane A. Bosworth, Esq., at DWT, disclosed that DWT has received
prepetition payments from the Debtor totaling $139,942.  DWT also
received a retainer from the Debtor totaling $5,000.  DWT applied
a portion of that amount prepetition.  The remaining balance is
held as a retainer.

Mr. Bosworth assures the Court that DWT has no interest materially
adverse to the interest of the bankruptcy estate or of any class
of creditors or equity security holders.

                  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.,
serves 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: Seeks to Hire Zinser as Special Counsel
---------------------------------------------------------------
Western Communications, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of Oregon to employ The Zinser
Law Firm, P.C., as its special purpose counsel to provide labor
and employment law representation consistent with Zinser's
representation of the Debtor prepetition.

The Debtor will compensate Zinser on an hourly basis in accordance
with Zinser's ordinary and customary hourly rates in effect on the
date services are rendered, and will reimburse the firm of its
necessary expenses.

Within the 12-month period preceding the Petition Date, Zinser
provided accounting services to the Debtor, and the Debtor paid
these amounts to Zinser:

      Date Paid             Amount
      ---------             ------
      June 29, 2011         $1,016
      June 30, 2011          1,643
      August 23, 2011        2,000
      August 23, 2011           49

Zinser applied a portion of the $2,000 retainer it received from
the Debtor for prepetition services.  The remaining balance is
held as a retainer.

L. Michael Zinser, Esq., founding partner of the firm, assures the
Court that neither he nor his firm has interest materially adverse
to the interest of the bankruptcy estate or of any class of
creditors or equity security holders.

                  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.  Davis Wright Tremaine LLP serves
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: Hires Grove Mueller As Accountants
----------------------------------------------------------
Western Communications, Inc., seeks the U.S. Bankruptcy Court for
the District of Oregon's authority to employ Grove, Mueller &
Swank, P.C., as its accountants.

GM&S served as the Debtor's accountants prepetition, and the
Debtor desires GM&S to continue to serve its accountants
postpetition to provide general accounting services, including tax
preparation services and auditing services.

The Debtor will compensate GM&S on an hourly basis in accordance
with GM&S' ordinary and customary hourly rates in effect on the
date services are rendered.  GM&S' compensation and reimbursement
of expenses will be paid by the Debtor as administrative expenses.

On Aug. 22, 2011, GM&S received a $5,000 retainer.  Prior to the
filing of the bankruptcy petition, GM&S applied $1,513 of the
retainer against current work-in-progress, leaving a retainer
balance of $3,486.

Charles A. Swank, of GM&S, attests that GM&S has no connections
with the Debtor, its creditors or any party-in-interest.

                  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.  The Debtor scheduled $10 million to $50 million in
assets and debts.  The petition was signed by Gordon Black,
president.


WESTERN SIERRA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Western Sierra Acceptance Corporation
        1547 Palos Verdes #264
        Walnut Creek, CA 94597

Bankruptcy Case No.: 11-49792

Chapter 11 Petition Date: September 11, 2011

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Dennis Yan, Esq.
                  LAW OFFICE OF DENNIS YAN
                  595 Market St. #1350
                  San Francisco, CA 94105
                  Tel: (415) 867-5797
                  E-mail: DENNISY@YAHOO.COM

Scheduled Assets: $25,000

Scheduled Debts: $1,980,565

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Daniel Ridley, president.


WHITTON CORP: Wants Continued Access to BofA's and BofLA's Cash
---------------------------------------------------------------
Whitton Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Nevada to approve the fifth stipulation authorizing
the Debtor's use of Bank of America's cash collateral until
Nov. 30, 2011, and providing adequate protection to Bank of
America.

The stipulation also provides that the termination event under the
final cash collateral will include the entry of an order granting
the lender relief from the automatic stay so as to allow the
lender to exercise its rights and remedies under non-bankruptcy
law in a non-bankruptcy forum to proceed against any BofA
prepetition collateral or BofA postpetition collateral.

In a separate motion, the Debtors also request that the Court
approve a third stipulation, authorizing the Debtor's use of Bank
of Las Vegas cash collateral until Nov. 30.

                     About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition (Bank. D.
Nev. Case No. 10-32857) on Dec. 8, 2010.


WHITTON CORP: Hearing on GACC Stay Relief Motion Set for Oct. 7
---------------------------------------------------------------
Whitton Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Nevada approved the stipulation entered with lender
German American Capital Corporation, resolving the contested
motions pending before the Court, pursuant to the second
scheduling order and continued hearing dates and deadlines
regarding motions pertaining to Debtors and GACC.

The motions pending before the Court includes:

   -- GACC's request for (i) relief from the automatic stay
   determination that the Debtor is subject to single asset real
   estate requirements of section 362(d)(3) of the Bankruptcy
   Code; and (ii) for relief from stay thereunder or (iii) in the
   alternative, for adequate protection, which is set for
   Sept. 26, 2011, at 9:30 a.m.;

   -- the Debtors' motion for valuation of real property
   collateral of GACC, Bank of America, GSMS 2004-GG2 Sparks
   Industrial, LLC, JPMCC 2006-CIBC14 Simmons Street, LLC, LSREF2
   Nova Investments II, LLC and Wells Fargo Bank, N.A., which,
   with respect to two properties subject to liens of the lender,
   is set for Sept. 26, at 9:30 a.m.;

The parties agreed that, among other things the GACC Stay relief
motion will be resolved as:

   a) GACC's stay relief motion will be withdrawn without
   prejudice with respect GACC's request for relief from the
   automatic stay and GACC will not re-file or file any motion for
   relief from the automatic stay prior to the valuation
   expiration date.

   b) GACC's stay relief motion will be withdrawn without
   prejudice with respect GACC's request (i) for relief from the
   automatic stay, and (ii) to determine that the Debtor is
   subject to the single asset real estate provisions of the
   Bankruptcy Code, and GACC will not re-file or file any motion
   for relief from the automatic stay; and request a determination
   that the Debtor is subject to the single asset real estate
   provisions of the Bankruptcy Code, prior to the Valuation
   Expiration Date.

   c) the hearing on the GACC stay relief motion will be continued
   to the date of the confirmation hearing, or Oct. 7, at
   9:30 a.m.

On April 18, the Debtors filed their Joint Plan of Reorganization
which seeks to cram down the secured creditors' secured claims to
the value of their respective secured interests in the Debtor's
properties, modify same and pay same in deferred payments pursuant
to applicable provisions of the Bankruptcy Code.  Therefore, the
value of the respective properties must be fixed, either by
agreement or by Court determination.

GACC is represented by:

         DUANE MORRIS LLP
         Ron Oliner, Esq.
         Holly S. Stoberski, Esq.
         100 North City Parkway, Suite 1560
         Las Vegas, NV 89106

                    About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition (Bank. D.
Nev. Case No. 10-32857) on Dec. 8, 2010.


WHITTON CORP: Wants Stipulation with First Memphis Approved
-----------------------------------------------------------
South Tech Simmons 3040C, LLC, a debtor-affiliate of Whitton
Corporation, asks the U.S. Bankruptcy Court for the District of
Nevada to approve the stipulation entered with lender First
Memphis Company, LLC, resolving the contested motions pending
before the Court.

The contested motions pending before the Court includes:

   a) First Memphis' motion for (i) relief from stay, in the
   alternative, determination that the Debtor is subject to single
   asset real estate requirements, and for relief from stay with
   respect to the liens against Debtor's real property located at
   3040 Simmons Street, North Las Vegas, Nevada, consisting of
   approximately 51,690 square feet of light industrial and
   warehouse space, or, (iii) in the alternative, for adequate
   protection, which is set for hearing on Oct 7, 2011, at
   9:30 am.

   b) the amended omnibus motion for valuation of real property
   collateral of German American Capital Corporation, Bank of
   America, GSMS 2004-GG2 Sparks Industrial, LLC, JPMCC 2006-
   CIBC14 Simmons Street, LLC, LSREF2 Nova Investments II, LLC and
   Wells Fargo Bank, N.A., and related pleadings, as filed by
   Debtor and its affiliate Whitton Corporation and which, with
   respect to the Simmons Property, is set for hearing on Oct. 7,
   at 9:30 a.m.;

   c) emergency motion for entry of an interim and final order,
   authorizing Debtor's use of cash collateral.

Pursuant to the stipulation: on the Effective Date, among other
things:

   -- the automatic stay will be vacated to permit First
   Memphis to exercise all of its rights and remedies under
   applicable nonbankruptcy law, with respect to the Simmons
   Property, including, without limitation, completion of
   foreclosure proceedings on the Simmons Property;

   -- First Memphis will pay Debtor the sum of $15,000 in
   immediately available funds; and

   -- in the event that compliance with the Bankruptcy Code, the
   Bankruptcy Rules or orders of the Court will result in the
   Effective Date not occurring until sometime after Sept. 1,
   2011, First Memphis will consent to Debtor's continued use of
   cash collateral from Aug. 31, until the Effective Date.

The Debtors set an Oct. 7 hearing on their request to approve a
stipulation.

                     About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition (Bank. D.
Nev. Case No. 10-32857) on Dec. 8, 2010.


WHITTON CORP: South Tech Can Access Cash Collateral Until Oct. 31
-----------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada approved the third stipulation dated Sept. 8,
2011, between South Tech Simmons 3040C, LLC, a debtor-affiliate of
Whitton Corporation, and First Memphis Company, LLC, authorizing
the Debtor to use the cash collateral until Oct. 31, 2011.

As reported in the Troubled Company Reporter on Aug. 19, 2011,
South Tech's lender, First Memphis Company, LLC, is transferee of
the Loan Documents of JPMCC 2006-CIBC14 SIMMONS STREET, LLC.

Effective as of June 22, 2011, JPMCC sold, assigned and
transferred to First Memphis all of its right, title and interest
in and to a loan, all liens and collateral which secure the Loan
including the lien on the Property and assignment of rents.  First
Memphis is now the lender whose cash collateral Debtor seeks to
use.  The Debtor has been unable to enter a stipulation for
consensual continued use of Cash Collateral because no counsel has
yet to appear on behalf of First Memphis in this Chapter 11 Case.

The Debtor will use the cash collateral to fund ongoing expenses
of operation and maintenance of the property and will not be used
to fund the expenses and costs of administering Debtor's estate.
Absent sufficient funds to support Debtor's operation and
maintenance of the property, the value of the property will
deteriorate substantially and any chance for a meaningful recovery
by Debtor's estate, creditors and equity interest holders would
be imperiled.

The Debtor will use all of its funds from the rent generated by
the property to satisfy expenses provided for in the budget.  The
Debtor is authorized to pay expenses without exceeding in any
category 120% of the budgeted amounts for any item for the
applicable period.

The Debtor has proposed to use the cash collateral until Nov. 30,
2011, or the occurrence of one of these termination events:

     1. Entry of an order in this case granting relief from the
        automatic stay to allow a third party or third parties to
        proceed against any prepetition collateral or postpetition
        collateral;

     2. Conversion of this case to Chapter 7 or dismissal of this
        case.

As security for the payment of the Lender Adequate Protection
Claims, the Lender is granted replacement lens on all proceeds of
the Prepetition Collateral with the same validity as the liens
held by Lender in the Prepetition Collateral subordinate only to
all other valid liens of record, which are senior in priority to
the liens held by Lender.

The Lender claims will constitute allowed administrative expense
claims under Bankruptcy Code Sections 503(b)(1), 507(a) and 507(b)
and will be paid with priority over any administrative expenses
and unsecured claims.

First Memphis is represented by:

         Brooke Bohlke, Esq.
         Matthew P. Pawlowski, Esq.
         CALLISTER & ASSOCIATES
         823 Las Vegas Boulevard South, 5th Floor
         Las Vegas, NV 89101

                     About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


WHITTON CORP: Hires Famco Advisory as Interest Rate Expert
----------------------------------------------------------
Whitton Corporation seeks permission from the U.S. Bankruptcy
Court for the District of Nevada to employ Famco Advisory Services
as the Debtor's interest rate expert.

Upon retention, the firm, will provide these services:

(a) Reading Material, Surveys and Computing Financial Ratios.
    FamCo shall perform a review of appropriate documents, such as
    Court filings and appraisals of real property, and of Debtors'
    financial statistics in these Chapter 11 cases.  Via
    telephonic and other means, FamCo will conduct surveys of
    market participants known to it in order to determine
    according to professional opinion current market  conditions
    for borrowers and lenders of property such as the Debtors;

(b) Writing and Providing Report.  After reaching an opinion,
    using information and opinions gathered as to an appropriate
    rate of interest, and any other matters that appear as
    pertinent to FamCo regarding Confirmation of Debtors' Plan,
    Kenneth Funsten shall write and submit to Client a Report on
    An Appropriate Rate of Interest for Debtors' Plan (the
    "Report");

(c) Appearing for Deposition(s).  Subject to advance notice,
    Kenneth Funsten shall travel to Las Vegas, Nevada, and make
    himself available during the course of a day for a site visit
    and to have his deposition(s) taken by creditors' counsel(s).

Debtors agree to pay FamCo's hourly rates in cash, plus expenses,
with $15,000.00 to be paid initially, via federal  bank wire, as a
non-refundable advance for work to be performed, which will be
applied to fees and costs, subject to the provisions of the Expert
Agreement.

The firm's rates are:

     Services Rendered                       Rates
     -----------------                       -----

   Reading Material, Surveys and
   Computing Financial Ratios               $425/hour

   Appearing for Deposition(s)              $425 for travel
                                            $600 for deposition

  Appearing for Confirmation Hearing        $425 for working
                                            travel and $600 for
                                            time spent in court


Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


WJO INC: Bucks County FBI Agents Search Doctor's Offices
--------------------------------------------------------
Jo Ciavaglia at Philly Burbs reports that FBI agents removed boxes
from the Bristol office of a family physician Wednesday and were
at three other offices owned by that doctor, though officials
wouldn't say why they were there or what was being removed.

According to the report, journalists saw FBI agents remove boxes
from the office of Dr. William J. O'Brien III on Mill Street in
Bristol and remove a hyperbaric oxygen chamber and other equipment
from the Middletown office with a forklift and place those items
on a flatbed trailer.

The report notes FBI spokesman J.J. Klaver confirmed federal
agents were present at O'Brien's offices in Bensalem, Bristol,
Middletown and the 9600 block of Roosevelt Boulevard in Northeast
Philadelphia on Wednesday.  He refused to provide more details
about why agents were there.

Mr. Klaver also confirmed that agents weren't at O'Brien's office
in Bethlehem or his two other Philadelphia offices.

Mr. O'Brien is president of WJO Inc., a network of family medical
practices.  He is chairman of Hyper Ox Inc., which provides
hyperbaric oxygen therapy services that are used to treat chronic
wounds, vascular disease and carbon monoxide poisoning.

In November, O'Brien's WJO Inc. filed for Chapter 11 protection
with U.S. Bankruptcy Court in Philadelphia, according to court
records.  In court paperwork, the company indicated it had fewer
than 50 creditors, estimated liabilities of $10 million to $50
million, and estimated assets in the same range.

In 2009, O'Brien headed the creation of Doctors' Hospital of Bucks
County LLC, a group of about 80 local doctors who wanted to buy
the financially troubled Lower Bucks Hospital in Bristol Township
and operate it as a for-profit community hospital.  Mr. O'Brien
operated a hyperbaric oxygen chamber practice at the hospital from
2007 until September 2010.

Lower Bucks Hospital, which filed for Chapter 11 bankruptcy in
January 2010, never confirmed that Doctors' Hospital was among its
potential buyers, but Mr. O'Brien said hospital trustees rejected
the group's proposal.  Lower Bucks Hospital is expected to emerge
from bankruptcy and plans to continue operating as a standalone
nonprofit community hospital.

The bankruptcy court settled the dispute in June; in September,
Hyper-Ox moved from the Lower Bucks Hospital's campus.

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Albert A. Ciardi, III, Esq., Holly Elizabeth Smith, Esq., and
Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin, P.C., in
Philadelphia, serve as the Debtor's bankruptcy counsel.  Pond
Lehocky Stern Giordano serves as the Debtor's special counsel to
represent it in worker's compensation proceedings pertaining to
the Therapeutic Magnetic Resonance treatments.

Attorneys at Pachulski Stang Ziehl and Jones LLP, in Wilmington,
Delaware, serve as counsel to the official committee of unsecured
creditors.  ParenteBeard LLC serves as the Committee's accountant
and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


* Moody's Says Defaults to Continue Decline
-------------------------------------------
Bill, Rochelle, the bankruptcy columnist for Bloomberg News,
reports that default rates are declining while the percentage of
junk-rated companies with distressed debt rose, Moody's Investors
Service reported.  In July, Moody's junk-grade distress index
stood at 8.9%. The index measures the percentage of issuers with
debt trading at distress levels.  By August, the distress index
more than doubled, to 19.3%, Moody's said. One year ago, the
distress index was 15.3%.  While distress is on the upswing,
defaults aren't.  There were no defaults in August on debt rated
by Moody's.  For the year so far, there have been 16 rated
defaults, compared with 38 in the same period last year.

The worldwide default rate for junk-rated companies declined in
August by 0.1 percentage point to 1.8%, Moody's reported.  In the
U.S. the junk default rate contracted by 0.2 percentage point to
2.1%.

Given Moody's base case assumption for the overall economy in the
next year, the default rate in the U.S. should decline to 1.5% by
year's end. Under the same assumption, Moody's projects the junk
default rate a year from now will be 2.2%.

If there's a double-dip recession in the U.S., Moody's projects
that the global junk default rate will jump to 6.7% a year from
now.


* Cerberus Capital Refocuses on Lower-Profile Firms After Setbacks
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Cerberus Capital Management
LP, following setbacks from investments in Chrysler LLC and GMAC
LLC, is refocusing on lower-profile distressed companies, some of
which are so small they can't raise money in the junk-bond market.

Headquartered in New York City, Cerberus Capital Management, L.P.
-- http://www.cerberuscapital.com/-- along with its affiliates,
is a private investment firm.  Through its team of investment and
operations professionals, Cerberus specializes in providing
financial resources and operational expertise to help transform
undervalued companies into industry leaders for long-term success
and value creation.  Cerberus Capital holds controlling or
significant minority interests in companies around the world.

Cerberus Capital also has affiliate and/or advisory offices in
Europe, the Middle East, and Asia.


* Chadbourne & Parke Elects Three to Partnership
------------------------------------------------
The international law firm of Chadbourne & Parke LLP disclosed
that Benjamin Koenigsberg, Konstantin Osipov and Erez Tucner have
been named LLP partners in the Firm.

"I congratulate Erez, Benjamin and Konstantin on this career
milestone and am proud to welcome them to the partnership," said
Chadbourne Managing Partner Andrew Giaccia.  "These three
attorneys have consistently demonstrated their dedication and
responsiveness to client needs, as well as their exceptional legal
acumen and professionalism."

Benjamin Koenigsberg, resident in the firm's New York office,
concentrates his practice on project development, financings,
public-private partnerships, hedge transactions, acquisitions and
sales relating to complex power, transportation, natural gas and
other infrastructure projects.  He regularly represents
international lenders, lead arrangers and underwriters, sponsors,
private equity funds and other investors in limited recourse
financings, privatizations, debt restructurings, lease
transactions and structured equity investments.  Mr. Koenigsberg's
work in the energy sector ranges from conventional to renewable
power and he has experience with projects throughout the U.S.,
Latin America and Israel.  He earned his B.A., magna cum laude,
from the University of Maryland in 1997 and his J.D. from Fordham
University School of Law in 2001.  Mr. Koenigsberg has been ranked
in Chambers USA since 2008 for his work in project finance.

Konstantin Osipov, resident in Chadbourne's London office, focuses
his practice on mergers and acquisitions, corporate governance,
private equity and dispute resolution.  His clients have included
leading Russian banks, European companies and shareholders on a
range of Russian and multi-jurisdictional matters.  He has written
and spoken on Russian law issues, including corporate takeovers,
director and officer liability, mediation and cross-border mergers
and acquisitions.  Mr. Osipov received his law degree, magna cum
laude, from St. Petersburg State University in 1996.

Erez Tucner, based in Chadbourne's New York office, advises
clients on corporate, international and personal tax matters.  He
represents U.S. and non-U.S. corporations, partnerships and high
net-worth individuals in structuring and negotiating the tax and
business aspects of their U.S. and international operations, and
in domestic and cross-border mergers, acquisitions,
reorganizations and financing transactions.  Mr. Tucner has worked
for the Israeli Tax Commission and represents Israeli clients
investing and/or conducting operations in the United States.  Mr.
Tucner also represents several international private equity and
hedge funds, advising them on their formation and on structuring
and planning of their investments in the United States, Latin
America, Europe and the Middle East.  He earned both his B.A. in
Economics and LL.B. from Haifa University in Israel in 2001 and
his LL.M. in Taxation from the New York University School of Law
in 2003.  He is admitted to the Israeli Bar, as well as to the New
York Bar, and is fluent in Hebrew.

                    About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
venture capital and emerging companies, energy/renewable energy,
communications and technology, commercial and products liability
litigation, arbitration/IDR, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, executive compensation and employee benefits,
employment law and ERISA, trusts and estates and government
contract matters.  Major geographical areas of concentration
include Russia, Central and Eastern Europe, the Middle East and
Latin America.  The Firm has offices in New York, Washington, DC,
Los Angeles, Mexico City, Sao Paulo, London, Moscow, Warsaw, Kyiv.


* Hilco Trading Taps Joseph Malfitano as Executive Vice President
-----------------------------------------------------------------
Hilco Trading, LLC, disclosed the appointment of Joseph A.
Malfitano as Executive Vice President, Special Situations.  Mr.
Malfitano has served as Deputy General Counsel for Hilco Trading.
He joined the company in July, 2007.

In his role as EVP, Special Situations, Mr. Malfitano will source
and structure distressed and non-distressed transactions that
involve the investment of capital by Hilco.  While the majority of
transactions are underpinned by either retail inventory,
industrial! machinery and equipment or real estate, or
combinations thereof, Joe will also take an active role in
transactions that touch upon other asset classes, such as
intellectual property, and involve services offered by all of
Hilco's business units.


* Hilco Trading Taps Ian S. Fredericks as Vice President
--------------------------------------------------------
Hilco Trading, LLC, disclosed the appointment of Ian S. Fredericks
as Vice President and Assistant General Counsel.  Ian comes to
Hilco from Skadden, Arps, Slate Meagher & Flom, where he served in
the Corporate Restructuring practice group.

Ian brings a wealth of experience in multiple industry sectors,
including automotive, airline, agricultural, banking, energy,
financial service, manufacturing, real estate, retail, technology,
and temporary staffing.  He has represented sellers, purchasers,
debtors, hed! ge funds, private equity funds, and lenders in
connection with complex distressed and non-distressed
transactions, commercial and corporate litigation, in-court and
out-of-court restructurings and multi-jurisdictional transactions.
In particular, Ian was one of two principal attorneys responsible
for managing the liquidation of Circuit City Stores, Inc. and its
domestic and foreign subsidiaries, including more than $1.1
billion of inventory and approximately $500 million of other
assets.


* Marc Levee ESBA Joins ESBA's New York Office as Consultant
------------------------------------------------------------
Executive Sounding Board Associates Inc. (ESBA) on Sept. 15
announced that Marc Levee has joined the Firm as a Consultant.  In
this role, Mr. Levee will work on debtor and creditor engagements,
corporate finance transactions including mergers and acquisitions,
and valuation assignments.  He will be based in the firm's New
York City office.

Mr. Levee joins ESBA following the completion of an M.B.A. from
the Fordham University Graduate School of Business.  Prior to his
studies at Fordham, he was a Registered Client Service Associate
with Morgan Stanley Smith Barney where he was responsible for
client service requests, financial analysis and research on public
companies in the pharmaceutical, retail, biotechnology, media and
real estate industries for investment purposes.  Previously, he
worked for several summers at Lowenstein Sandler PC.

"We are pleased to have Marc join our firm," said Marty Katz,
Founder and President of Executive Sounding Board Associates Inc.
"He brings strong financial analysis and industry research skills
coupled with knowledge gained at Fordham to ESBA's client
relationships.  His career has gotten off to a strong start and
Marc will contribute greatly in areas that enable ESBA to deliver
high value services to our clients."

Mr. Levee earned a Bachelor's Degree from the University of
Arizona and an MBA degree in Finance from the Fordham University
Graduate School of Business.

ESBA focuses its services on organizations requiring assistance
in: Operational and Financial Consulting; Bankruptcy Advisory;
Corporate Finance; and Fiduciary Services.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about $150
billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of $1
million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.  Conversely,
the hedge fund Long-Term Capital Management (LTCP) imploded in
1998, with losses totalling $4.6 billion.  Nonetheless, these are
the exceptions rather than the rule, and the editors offer
statistics, studies, and other research showing that the
"volatility of hedge funds is closer to that of bonds than mutual
funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception.  Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                           *********

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.


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