TCR_Public/110923.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 23, 2011, Vol. 15, No. 264

                            Headlines

155 EAST TROPICANA: Lender Wants $2MM Earmarked for Trade Claims
207 REDWOOD: Unsecured Creditors to Get Pro Rata Share of $100,000
732 SOCIAL: Shuts Down Eatery at East Market Street
A.B.A. FIRE: Case Summary & 20 Largest Unsecured Creditors
AMBAC FINANCIAL: Reaches Agreement with OCI and AAC on Plan

AMR CORP: Files Q3 Eagle Eye Communication for Investors
ATMAN HOSPITALITY: Files for Chapter 11 Bankruptcy Protection
ATMAN HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
AVSTAR AVIATION: TACL Begins Using New Reservation System
AVSTAR AVIATION: Converts $12,000 Note Into Common Stock

BANK OF THE CAROLINAS: Has Nasdaq Notice on Low Stock Price
BANNING LEWIS: Asset Ventures Blocks Sale of Asset to Ultra
BANNING LEWIS: Sale Disputes to Be Decided in Denver Court
BERNARD L. MADOFF: IG Seeks Criminal Probe of SEC's Decisions
BERNARD L. MADOFF: Customers' Appeal Remains Alive With Defect

BERNARD MADOFF: Picard, Firm Seek $224MM for 4 Months' Work
BILL BARRETT: S&P Assigns 'BB-' Rating to $300-Mil. Senior Notes
BLUEPHOENIX SOLUTIONS: Gets Notice of Listing Deficiency
BMB MUNAI: Palaeontol Does Not Own Any Common Shares
CARLISLE APARTMENTS: Court Grants Dismissal of Chapter 11 Case

CARROLS CORP: S&P Withdraws 'B-' Corp. Credit Rating at Request
CARPENTER CONTRACTORS: Exit Financing Provided by First American
CARTONERA QUEBRADILLANA: Case Summary & 20 Largest Unsec Creditors
CASCO HOTEL: Court Approves Stinson Morrison as Bankruptcy Counsel
CCB INVESTORS: Wants Access to Second Equities Cash for September

CENTRAL FALLS: Receiver May Reach Agreement on Labor Pacts
CHARLESTON ASSOCIATES: Has Committee Pact on Cash Collateral Use
CLEAR CREEK: Wins Court Nod to Hire Amy N. Tirre as Counsel
COLUMBIA HOSPITAL: NCRIC Inc. Has Valid Setoff Rights
CONGRESSIONAL HOTEL: Wants to Hire McNamee Hosea as Attorney

CONGRESSIONAL HOTEL: Wants to Use Citizens Collateral Thru Nov 15
CONGRESSIONAL HOTEL: U.S. Trustee Unable to Form Committee
COOPER COS: S&P Affirms Corporate Credit Rating at 'BB+'
CROWN REAL ESTATE: Seeks Approval to Hire Ervin Cohen as Counsel
CYCLACEL PHARMACEUTICALS: Gets Deficiency Notice From Nasdaq

DELTATHREE INC: Receives $100,000 from D4 Holdings
DIGINOTAR: Dutch Judge Taps Bankruptcy Trustee for Firm
EAGLE CROSSROADS: Taps Gordon Silver as Attorney
ELEPHANT & CASTLE: Phoenix Tapped as Chief Restructuring Advisor
ERC INC: Case Summary & 20 Largest Unsecured Creditors

ERIC HEFTY: Suit Challenging Mountain West Bank Lien Goes to Trial
EVERGREEN SOLAR: Committee Taps Pepper Hamilton as Del. Counsel
FAIRFIELD SENTRY: Two Judges Have Opinions on Liquidation Abroad
FENTON SUB: Files Stipulation of Facts for Cash Collateral Use
GALP WATERS: 341(a) Creditors' Meeting Scheduled for Oct. 6

GREENWOOD RACING: S&P Withdraws 'BB-' Issuer Credit Rating
HCA HOLDINGS: Repurchases 80.7-Mil. Shares from Bank of America
HCA HOLDINGS: Files Form S-4 Registration Statement with SEC
HINTON MCGRAW: Case Summary & 2 Largest Unsecured Creditors
HOOVER FINANCE: Voluntary Chapter 11 Case Summary

HORIZON LINES: Amends Tender Offer Statement
HOWREY LLC: Judge Montali Appoints Trustee to Oversee Case
HOWREY LLP: Judge Denies Citibank's Ch. 7 Conversion Bid
HUDSON HEALTHCARE: Court Approves Sills Cummis as Panel's Counsel
INTERNATIONAL ENERGY: U.S. Trustee Adds One Member to Panel

IRON MOUNTAIN: S&P Assigns B+ Rating to $300MM Sub. Notes
J.C. EVANS: Committee Opposes Add'l Protection for First State
J.C. EVANS: Proposes Nov. 10 Auction for 700-Acre Quarry
J.C. EVANS: Files Schedules of Assets & Liabilities
JEVIC TRANSPORTATION: CIT Group Must Face Suit on 2006 LBO

KEVIN ROLF: US Foodservice Suit Referred to Bankruptcy Court
KH FUNDING: US Trustee Gets More Time to Challenge Pachulski Fees
KNOWLEDGE UNIVERSE: S&P Affirms 'B+' Corporate Credit Rating
LAKE PLEASANT: Plan Outline Hearing Continued Until Oct. 19
LEHMAN BROTHERS: Piper Jaffray's Claim Allowed for $2.3MM

LEHMAN BROTHERS: Committee Wins Nod to Prosecute LCPI Lawsuits
LEHMAN BROTHERS: Proposes Fried Frank as Atty. for JV Interests
LEHMAN BROTHERS: Essex Opposes $98MM for Execs' Legal Fees
LEHMAN BROTHERS: Giants Opposes Turnover of Documents
LEHMAN BROTHERS: Deal With Woodlands on Deposits Approved

LOCAL INSIGHT: Court Sets Nov. 3 Plan Confirmation Hearing
LOCATION BASED TECH: Presents at LD MICRO Invitational
LOS ANGELES DODGERS: Fox Fires Warning Shot on TV-Rights Auction
LOS ANGELES DODGERS: Taps Deloitte & Touche as Independent Auditor

LYMAN LUMBER: U.S. Trustee Adds Two Members to Creditors' Panel
M WAIKIKI: U.S. Trustee Adds One Member to Creditor's Panel
MADISON 92ND: Investors Withdraw Bid to Dismiss Bankruptcy
MARY A II: Spur Ranch Wants Receiver to Retain Possession of Asset
MERCURY PAYMENT: S&P Assigns 'B+' Corporate Credit Rating

MERRITT AND WALDING: BankTrust & Surety Land Appointed to Panel
MRDUCS LLC: Case Summary & 15 Largest Unsecured Creditors
MSR RESORT: Oct. 11 Hearing on Settlement With Singapore Fund
MT. JORDAN: Wants Until Dec. 30 to Solicit Plan Acceptances
MT. ZION HOLINESS: Chapter 11 Case Dismissed Over Bad Faith Filing

NEBRASKA EDUCATIONAL: Fitch Holds 'B' Rating on $18-Mil. Bonds
NEOMEDIA TECHNOLOGIES: To Issue $450,000 Debenture to YA Global
NEUROLOGIX INC: Names Adrian Adams as Chairman and CEO
NEUROLOGIX INC: Authorized Common Shares Hiked to 750 Million
NEWLAND INT'L: Fitch Cuts Rating on $220 Million Notes to 'CCsf'

NEWPAGE CORP: Proposes to Employ FTI and 3 Other Firms
NEXAIRA WIRELESS: Incurs $1.1 Million Net Loss in July 31 Quarter
NORTEL NETWORKS: Committees Win OK to Retain Advisors
O'CHARLEY'S INC: S&P Lowers Corporate Credit Rating to 'B-'
ORBITZ WORLDWIDE: S&P Puts 'B' Corp. Credit Rating on Watch Neg.

PENINSULA HOSPITAL: Consents to Chapter 11, Plans to Reorganize
PERKINS & MARIE: Creditors Aim to Purge Castle Harlan Claim
PERKINS & MARIE: Standard General Removed From Creditor's Panel
PJ FINANCE: Torchlight Asks Court to Terminate Plan Exclusivity
PJ FINANCE: Committee and Debtors File Chapter 11 Plan

QUALITY DISTRIBUTION: Amends Form S-3 Registration Statement
R & J MOTORS: Involuntary Chapter 11 Case Summary
RAY ANTHONY: Court Vacates Order to Show Cause, Hearing Canceled
ROTHSTEIN ROSENFELDT: Banyon Capital Settles Ponzi Suit for $10MM
ROUND TABLE: Court Okays Meyers Harrison as Financial Consultant

ROUND TABLE: Court OKs Cooper White for Franchise Litigation
ROUND TABLE: Hearing on More Exclusivity Sept. 30
RQB RESORT: Goldman Sachs May Acquire Sawgrass Resort Next Month
SAAB AUTOMOBILE: Appeals Court Grants Bankruptcy Reprieve
SOLYNDRA LLC: Argonaut & Madrone on Lawmakers' Crosshairs

SOLYNDRA LLC: May Face Trustee If Executives Take the Fifth
SOLYNDRA LLC: U.S. Trustee Appoints 7-Member Creditor's Panel
STILLWATER MINING: S&P Affirms 'B' Corporate Credit Rating
SUITES AT NEW ORLEANS: Case Summary & 10 Largest Unsec. Creditors
SUMMER VIEW: Sept. 28 Hearing on Owner vs. Receiver Dispute

TETON AIR: Sec. 341 Creditors' Meeting Continued to Sept. 28
THORNBURG MORTGAGE: Citi Unit, Others Want $2BB Trustee Suit Axed
UNIGENE LABORATORIES: Divests SDBG Patent Portfolio
VALENCE TECHNOLOGY: Board Adopts RSU Award Agreements
VILA & SON: Auctioneers Prepare to Sell Off Assets

WEB.COM GROUP: S&P Assigns Prelim. 'B' Corporate Credit Rating
WEST CORP: Board Adopts Senior Management Retention Plan
WILLBROS GROUP: S&P Lowers Ratings to 'B+'; Outlook Negative
WILLIAM LYON: Inks 2nd Amendment to ColFin Term Loan Agreement
WILLIAM LYON: S&P Raises Corporate Credit Rating to 'CC'

WILLIAMS LOVE: Creditors Object to Access of Cash Collateral
WINTERS SHEET: Redgate Must File Amended Plan by Oct. 25

* Claim Trading Declines with Lower Lehman Activity

* Securities Violation Required for Non-Dischargeabilty
* 9th Circ. Clarifies 'Scandalous' in Discovery Row

* BOOK REVIEW: The Health Care Marketplace

                            *********

155 EAST TROPICANA: Lender Wants $2MM Earmarked for Trade Claims
----------------------------------------------------------------
Steve Green at Vegas Inc. reports that Canpartners Realty Holding
Company IV LLC, the main creditor of the Hooters Las Vegas resort,
asked the U.S. Bankruptcy Court for Nevada to order Hooters to
immediately set aside $2 million to pay the bankruptcy claims of
some 300 trade creditors including small businesses and
individuals.

Canpartners said Bankruptcy Judge Bruce Markell should require
Hooters to immediately pay some $1.7 million in routine business
claims to the trade creditors.  Some $747,000 of that is owed to
slot machine and gaming systems supplier International Game
Technology, Canpartners said.

According to the report, that way, Canpartners said, Hooters will
be blocked from hoarding cash for use in hopeless efforts to
reorganize -- and the bankruptcy court can focus on the two-party
dispute between Hooters and Canpartners.

One of the reasons a reorganization is hopeless, Canpartners
reiterated in the filing, is that the Hooters casino brand has
failed in Las Vegas and the property desperately needs to be
repositioned, Mr. Green reports.

The report relates that while the Hooters casino argues its
problems are related to the global recession, critics point out
its business model showcasing young women in tight-fitting shorts
and tops is far from unique in Las Vegas.  Cocktail waitresses
dressed provocatively were commonplace in casinos on and off the
Las Vegas Strip decades before the Hooters brand arrived in the
city.

According to Mr. Green, Canpartners said that while Hooters may
write the checks to pay these creditors, it's actually Canpartners
that will bear the expense as Hooters is holding Canpartners' cash
collateral and Canpartners and other note holders have a
"deficiency claim" against Hooters of nearly $106 million.

                     About 155 East Tropicana

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

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Canpartners Realty Holding Co. IV LLC acquired 98.4% of the $130
million in 8.75% second-lien senior secured notes.  An additional
$32.2 million of interest is owing on the second-lien debt.  US
Bank NA is the indenture trustee.  Holders of the $14.5 million in
first-lien debt have Wells Fargo Capital Finance Inc. as their
agent.  The first-lien obligation is fully secured.  Interest has
been paid at the default rate.

Brigid M. Higgins, Esq., at Gordon & Silver, Ltd., in Las Vegas,
Nevada, serves as counsel to the Debtors.  Garden City Group,
Inc., is the claims agent.  William G. Kimmel & Associates has
been hired to provide an appraisal of the Debtors' casino
hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.

155 East Tropicana listed $62,236,842 in total assets and
$177,806,045 in total liabilities in its schedules.


207 REDWOOD: Unsecured Creditors to Get Pro Rata Share of $100,000
------------------------------------------------------------------
207 Redwood LLC has filed a proposed plan that contemplates the
completion of the Debtor's building project in Baltimore,
Maryland, and the transfer of ownership to an entity named Harbor
Hotel Developers LLC.

The Third Amended Plan of Reorganization and Disclosure Statement
filed on Aug. 23, 2011, provides that payments made under the Plan
after the Effective Date will be derived from (a) income generated
by the operations of the Reorganized Debtor and/or (b) the
additional capital provided by a "new investor."

The new investor, Harbor Hotel Developers LLC, will make available
the sum of $3.5 million to the Reorganized Debtor and in exchange,
the new investor will acquire the interests of the Reorganized
Debtor.

The capital contribution will be allocated accordingly: $1 million
to complete renovations and construction-related expenses;
$1.5 million for furniture, fixtures and equipment; and $1 million
in reserves for operations, unexpected expenses and funding of the
Plan.

The Plan designates 8 Classes of Claims and Interests:

Class 1. Holder of the Secured Claim of FNA Maryland
Class 2. Holder of the Secured and Unsecured Claim of the BB&T
         Note Holder
Class 3. Holders of Class A Creditors
Class 4. Holder of Koam Claim
Class 5. Holder of L.J. Brossoit Claim
Class 6. Holder of Sherwin-Williams Claim
Class 7. Allowed Unsecured Claims
Class 8. Interests

Except for the Holder of the Class 1 secured claim of
$184.9 million who will receive payment equal to 100% of its
allowed claim on the effective date of the Plan, all classes are
Impaired under the Plan.

The holder of the Class 2 Claim of $14.2 million will receive
100% of the allowed amount of its secured claim up to
$10.8 million, the value of the BB&T Note Holder's interest in the
Property, over time, and the allowed amount of its Unsecured Claim
up to $3.4 million will be paid under Class 7.

Because the remaining Secured Claims exceed the value of the
Property, these Secured Claims will be treated as Unsecured Claims
as set forth below and under the Plan.  The Holder of the Class 3
secured claim of $6 million will receive payment on the terms set
forth for Class 7 under the Plan.

The holder of the Class 4 secured claim of $1 million will receive
$50,000 in five consecutive monthly installments.

The holder of the Class 5 secured claim ($65,000) will receive
$3,100 in five consecutive monthly installments, and the Holder of
the Class 6 Secured Claim ($60,000) will receive $3,050 in five
consecutive monthly installments.

Holders of allowed secured claims in Class 4 ($1 million), Class 5
($65,000), and Class 6 ($60,000) will receive $50,000, $3,100, and
$3,050, respectively, in five consecutive monthly installments.

Holders of unsecured claims aggregating $11.9 million, which
includes the allowed unsecured claims from Class 2 ($3.4 million)
and Class 3 ($6.0 million), will share Pro Rata in the $100,000 to
be provided by Harbor Hotel.

Upon confirmation of the Plan, the Holders of Interests in the
Debtor will not receive or retain anything on account of their
Interests, and their Interests will be canceled and extinguished
as of the Effective Date.

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

     http://bankrupt.com/misc/207Redwood.DS.3rdAmendedPlan.pdf

                        About 207 Redwood

Columbia, Maryland-based 207 Redwood LLC was created to own,
rehabilitate and develop a 10-story historic building located at
207 East Redwood Street in downtown Baltimore, Maryland, into a
hotel.  The Debtor filed for Chapter 11 protection (Bankr. D. Md.
Case No. 10-27968) on Aug. 6, 2010.  James A. Vidmar, Jr., Esq.,
and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney,
LLC, in Annapolis, Md., assist the Debtor in its restructuring
effort.  In its amended schedules, the Debtor disclosed
$14.5 million in assets and $24.1 million in liabilities as of the
Petition Date.


732 SOCIAL: Shuts Down Eatery at East Market Street
---------------------------------------------------
The Louisville (Ky.) Courier-Journal reports that 732 Social has
shut down.  According to the report, in May, East Market Street
eatery had filed for Chapter 11 bankruptcy protection.  At the
time, chef and owner Jayson Lewellyn stated that the filing in
U.S. Bankruptcy Court was aimed at preventing 732 Social from
closing amid a leasing dispute with the Green Building, its home
since opening in 2009.

The report notes the Green Building is owned by Haystack Partners
LLC, which includes Gill Holland, the developer who has taken a
major role in revitalizing the East Market Street area, aka NuLu.

"My attorneys have ordered me to close up shop," the report quotes
Mr. Lewellyn as saying.  "We put out a final offer to move [the
restaurant] amicably but the offer was rejected."

732 Social, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Ky.
Case No. 11-32709) on May 31, 2011, listing under $1 million in
assets and debts.  A copy of the petition is available at no
charge at http://bankrupt.com/misc/kywb11-32709.pdf


A.B.A. FIRE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: A.B.A. Fire Equipment, Inc.
        dba A-1 Fire Equipment
        dba A-1 Electric Company
        dba A-1 Fire & Equipment
        dba A-1 Fire and Electric Company
        dba A-1 Fire and Equipment Inc.
        dba A-1 Fire Equipment Co.
        P.O. Box 370926
        Miami, FL 33127

Bankruptcy Case No.: 11-35796

Chapter 11 Petition Date: September 19, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Peter D. Russin, Esq.
                  MELAND RUSSIN & BUDWICK, P.A.
                  200 S Biscayne Blvd. #3000
                  Miami, FL 33131
                  Tel: (305) 358-6363
                  Fax: (305) 358-1221
                  E-mail: prussin@melandrussin.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-35796.pdf

The petition was signed by Earl Speigel, president.


AMBAC FINANCIAL: Reaches Agreement with OCI and AAC on Plan
-----------------------------------------------------------
Ambac Financial Group, Inc., related on Sept. 21, 2011, that it
has reached an agreement with Ambac Assurance Corporation; the
Segregated Account of AAC; the Office of Commissioner of
Insurance of the State of Wisconsin, in its capacity as the
Rehabilitator of the Segregated Account; and the Official
Committee of Unsecured Creditors with respect to all outstanding
tax and expense-related issues between AFG and AAC.

The OCI's deadline to accept a settlement embodied in AFG's
Chapter 11 plan was July 29, 2011, but was later extended, by
agreement of the parties, to Aug. 25.  AFG, the Creditors'
Committee, AAC, and the OCI commenced mediation on Aug. 16 with
respect of the Plan Settlement.  AFG then rescheduled the
Disclosure Statement hearing to October 5, to provide parties-in-
interest with sufficient notice regarding the terms of the
Amended Plan Settlement.  Ultimately, after several weeks of
mediation, the parties entered into a mediation agreement on
Sept. 21, detailing the terms of a consensual resolution of the
parties' issues and upon which an amended Plan could be based.
The Mediation Agreement remains subject to approval by AAC and
its board of directors.

A full-text copy of the Mediation Agreement is available for free
at http://bankrupt.com/misc/Ambac_MediationPact.pdf

On the basis of the Mediation Agreement, AFG submitted to Judge
Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern
District of New York a First Amended Plan of Reorganization and
accompanying Disclosure Statement on Sept. 21.

Before the Amended Plan was filed, AFG intended to file a new
plan, move to liquidate, or sue the OCI depending on the OCI's
decision, according to an AFG counsel, Tiffany Kary and Edvard
Pettersson of Bloomberg News reported.

The OCI was scheduled to decide at a Sept. 21 meeting on whether
to accept AFG's treatment of AAC under the Plan filed in July
2011, Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in New
York, counsel to AFG, told the Court at a hearing held on
Sept. 21.  "Our discussions with OCI have been frustrating --
they've been emotional and quite angry," Bloomberg quoted Mr.
Ivanick as saying.

In a Sept. 21 public statement, the OCI as Rehabilitator of the
AAC Segregated Account stated that it is pleased that a
negotiated settlement has been achieved with AFG, the Creditors'
Committee, and AAC.  The Rehabilitator recognizes the advantages
of reducing uncertainty and avoiding unnecessary litigation, as
achieved by the settlement.  It further allows the Rehabilitator
to remain focused on the rehabilitation of the AAC Segregated
Account.

                   Amended Settlement Agreement

AFG Chief Executive Officer Diana G. Adams relates that because
the $7.3 billion Net Operating Losses of the Ambac Consolidated
Group, which filed a single consolidated U.S. federal income tax
return, represent a significant potential asset of the
Reorganized Debtor, AFG seeks to maximize its ability to realize
the potential value of these NOLs.  Consequently, the parties
have developed the Amended Plan Settlement in order to preserve
the NOLs and maximize their potential value to AFG creditors and
the creditors and policyholders of AAC and the Segregated
Account.

In accordance with the Amended Plan Settlement, the Reorganized
Debtor will retain ownership of AAC, and the Reorganized Debtor
will use its best efforts to preserve the use of the NOLs as
contemplated by the Amended Plan Settlement, including but not
limited to refraining from taking any action that would result in
any Deconsolidation Event.

In connection with the negotiations, AFG and AAC will enter into
an amended and restated tax sharing agreement, which will address
certain issues, including:

(a) Any NOLs generated by the Ambac Consolidated Group on or
     prior to, and existing on, Sept. 30, 2011 -- the
     Determination Date -- not taking into account the
     consequences of any settlement with respect to any and all
     litigation arising from the Internal Revenue Service's
     claims or the adversary proceeding commenced by the Debtor
     against the IRS, will be available for use by the AAC
     Subgroup, which means the subgroup of the Debtor's
     affiliates of which AAC is the common parent.

(b) Any NOLs generated by the AAC Subgroup determined on a
     separate company tax basis after the Determination Date
     will be available for use by the AAC Subgroup at no cost.

(c) The portion of any NOLs generated by the AAC Subgroup
     during the taxable year 2011 will be allocated to either
     the Pre-Determination Date NOLs or the Post-Determination
     Date NOLs on the basis of a deemed closing of the books and
     records of the AAC Subgroup as of the end of the
     Determination Date.

(d) Unless and until there has been a Deconsolidation Event,
     the amount of Pre-Determination Date NOLs allocated to, and
     available for use by, the AAC Subgroup to offset income for
     federal income tax purposes will be an amount equal to the
     lesser of:

       * $3.8 billion; and

       * the total amount of Pre-Determination Date NOLs, minus
         the sum of (I) the amount of cancellation of
         indebtedness income realized within the meaning of
         Section 108 of the Internal Revenue Code, realized by
         the Debtor pursuant to the consummation of the Plan;
         and (II) the amount of interest disallowed pursuant to
         Section 382(l)(5)(B).

Pursuant to the Amended TSA, the AAC Subgroup may utilize the
Allocated NOL Amount to offset income for federal income tax
purposes in exchange for a payment pursuant to the TSA in an
amount determined pursuant to the Mediation Agreement.

The Amended Plan Settlement further provides that AFG and AAC
will enter into the expense sharing and cost allocation
agreement, which provides for these terms:

(A) Until the 5th anniversary of the Plan Settlement Effective
     Date, AAC will promptly pay all reasonable AFG operating
     expenses annually in arrears, subject to a $5 million per
     annum cap.  Thereafter, AAC will, only with the approval of
     the Rehabilitator, pay all reasonable AFG operating
     expenses in arrears subject to a $4 million per annum cap.
     In the event the Rehabilitator declines to approve AAC's
     request to pay reasonable AFG operating expenses in any
     year, the Reorganized Debtor will have no further
     obligations under the Amended Plan Settlement.

(B) The Reorganized Debtor will provide an annual operating
     expense budget for the forthcoming fiscal year to the
     Rehabilitator.  Within 45 days after each March 31, June 30
     and Sept. 30, the Reorganized Debtor will provide the
     Rehabilitator with a comparison of (i) actual expenses
     incurred through the date, and expenses expected to be
     incurred from the date until the end of the then-current
     fiscal year, to (ii) the projected expenses as set forth on
     the Annual Budget.

(C) AAC's obligation to reimburse AFG operating expenses will
     terminate if any of these events occur: (i) a breach by AFG
     of any material term of the Mediation Agreement; and (ii)
     the imposition, under Section 382(a) of an annual "section
     382 limitation" of $37.5 million or less on the use of NOLs
     available to the AAC Subgroup under the CSA.  AAC may elect
     to terminate its obligation to reimburse AFG operating
     expenses to the extent that none of the NOLs included in
     the Allocated NOL Amount remains available for use by the
     AAC Subgroup.

(D) Until AAC's obligation to reimburse AFG operating expenses
     will have terminated, the Reorganized Debtor will not make
     any cash distributions to Holders of New Common Stock if
     AFG would have total unrestricted cash and other liquid
     assets of less than $5 million.

Moreover, AFG, AAC, the Segregated Account, and the Rehabilitator
will enter into an amendment to March 24, 2010 Cooperation
Agreement between the Segregated Account and AAC.  The
Cooperation Agreement will provide that following each taxable
year during any part of which AAC is a member of the Ambac
Consolidated Group, the Reorganized Debtor will, no later than
April 1st of the subsequent year, provide the Rehabilitator with
a summary of the material provisions of the Reorganized Debtor's
expected tax position and the expected differences between AAC's
statutory financial statements and the Reorganized Debtor's
expected tax positions.

Under the Amended Cooperation Agreement, AAC will:

(1) provide the Rehabilitator the opportunity to participate in
     all meetings with AAC management to discuss loss reserves
     to be included in any statutory financial report;

(2) provide the Rehabilitator with all reports provided to AAC
     management concerning the assumptions and vendors utilized
     or to be utilized in arriving at statutory loss reserves,
     together with any related reports or materials requested by
     the Rehabilitator; and

(3) obtain the approval of the Rehabilitator prior to accepting
     repayment of any intercompany loan in an amount in excess
     of $50 million per annum or any modification to or deemed
     repayment of any intercompany loan in an amount that would
     result in AAC recognizing income or a reduction in issue
     price in excess of $50 million per annum.

On the Plan Settlement Effective Date, AAC will transfer
$30 million to an escrow account.  On the Plan Settlement Closing
Date, the Cash Grant will be transferred to the Reorganized
Debtor.  The Amended TSA will provide that in consideration of
AAC's payment of the Cash Grant, to the extent that AAC makes any
payments to the Reorganized Debtor for NOL use, AAC will receive
a credit against the first $5 million in payments due under each
of NOL Usage set forth in the Mediation Agreement, provided that
the sum of the credits for all tiers will not exceed $15 million.

In addition, on the Plan Settlement Closing Date, the Segregated
Account will issue $350 million of Junior Surplus Notes to the
Reorganized Debtor.

                     Estimated Claims Recovery

Holders of Class 1 Priority Non-Tax Claims and Class 2 Secured
Claims are expected to recover 100% of their claims.  Holders of
Class 3 General Unsecured Claims will get 8.5% to 13.2% recovery
of their claims.  Holders of Class 4 Senior Notes Claims will get
11.4% to 17.6% recovery of their claims.  Holders of Class 5
Subordinated Notes Claims will recover 0.5% to 0.8%.  Holders of
Class 6 Section 510(b), Class 7 Intercompany Claims, and Class 8
Equity Interests will get 0% recovery under the Plan.

                         IRS Dispute

AFG stated that its dispute with the IRS relating to the tax
treatment of CDS contracts remains unresolved.  Successful
resolution of the dispute is a condition precedent to
consummation of the Plan.

Although progress has been made towards a resolution of the IRS
Dispute, a final, binding settlement has not been reached.
Further negotiations may occur in the near term.  If the parties
are unable to come to a consensual resolution, the Debtor will
file a motion asking the Court estimate the IRS Claims for the
purposes of voting on and determining the feasibility of the Plan
to be heard prior to the Confirmation Hearing.

             Valuation Analysis, Financial Projections &
                       Liquidation Analysis

AFG prepared a valuation analysis, financial projections and a
liquidation analysis in connection with the Plan.

Under the Valuation Analysis, the Reorganized AFG's Estimated
Enterprise Value is estimated to be between $145 million to
$225 million, with a midpoint of $185 million as of an assumed
Dec. 31, 2011 emergence of AFG from bankruptcy.  The value of
excess NOLs remaining at AFG is estimated to be approximately
$10 million to $30 million, with a midpoint of $20 million as of
Dec. 31, 2011.

The Financial Projections encompass the years 2011 through 2016.

                   Ambac Financial Group, Inc.
                     Projected Cash Flows
                          (In millions)

                      Dec.
                      2011  FY2012 FY2013 FY2014 FY2015 FY2016
                     ------ ------ ------ ------ ------ ------
Beginning Cash         $43.8  $52.9  $64.3  $83.9 $116.3 $153.1
                     ------ ------ ------ ------ ------ ------
Total Sources          $35.3  $16.5  $24.7  $37.4  $41.9  $15.3
                     ====== ====== ====== ====== ====== ======

Total Uses             ($2.0) ($5.1) ($5.1) ($5.0) ($5.0) ($5.1)
                     ------ ------ ------ ------ ------ ------
Ending Cash            $52.9  $64.3  $83.9 $116.3 $153.1 $163.3
                     ====== ====== ====== ====== ====== ======

The Liquidation Analysis assumes conversion of AFG's Chapter 11
case into a Chapter 7 liquidation case on Dec. 8, 2011.
Estimated costs of Chapter 7 liquidation are assumed to comprise
three to six months of certain operating expenses that would be
required to maintain the operations during a sale process.  The
Liquidation Analysis provides that total proceeds available for
distribution under the Plan range from $44,482 to $47,244.  In
contrast, the net proceeds available for payment of claims should
AFG liquidate under Chapter 7 range from $37,547 to $43,101.  All
impaired creditor Classes are estimated to receive less in the
Liquidation Analysis than under the Plan, Ms. Adams said.

Copies of the Valuation Analysis, Financial Projections, and
Liquidation Analysis are available for free at:

  http://bankrupt.com/misc/Ambac_ValuationAnalysis.pdf
  http://bankrupt.com/misc/Ambac_FinclProjections.pdf
  http://bankrupt.com/misc/Ambac_LiquidationAnal.pdf

Full-text copies of the September 21 Plan and Disclosure
Statement are available for free at:

    http://bankrupt.com/misc/Ambac_Sept21AmPlan.pdf
    http://bankrupt.com/misc/Ambac_Sept21AmDS.pdf

                  Disclosure Statement Hearing

The Court will consider the adequacy of the Disclosure Statement,
as amended, on Oct. 5, 2011.  Objections, if any to the
Disclosure Statement are due no later than Sept. 28.

The Debtor proposes Nov. 23, 2011, to be set as the deadline for
the submission of ballots and master ballots with respect to the
Plan.

The Debtor asks the Court to fix Dec. 8, 2011, as confirmation
hearing for the Plan.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMR CORP: Files Q3 Eagle Eye Communication for Investors
--------------------------------------------------------
AMR Corporation filed with the U.S. Securities and Exchange
Commission its Eagle Eye communication to investors.  This
document includes (a) actual unit cost, fuel price, capacity and
traffic information for July and August and (b) forecasts of unit
cost, revenue performance, fuel prices and fuel hedging, capacity
and traffic estimates, liquidity expectations, other
income/expense estimates and share count.

Third quarter mainline unit revenue is expected to increase
between 7.5% and 8.5% year-over-year, and third quarter
consolidated unit revenue is expected to increase between 7.8% and
8.8% year-over-year.  This includes about $25 million in lower
revenue due to the impact of Hurricane Irene.  In total, Cargo and
Other Revenue is expected to increase between 6.5% and 7.5%
relative to third quarter 2010.

AMR expects to end the third quarter with a cash and short-term
investment balance of approximately $4.7 billion, including
approximately $475 million in restricted cash and short-term
investments.

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

                        http://is.gd/cKqtOc

                       About AMR Corporation

Headquartered in Fort Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.  The Company also reported a net loss of $722 million for
the six months ended June 30, 2011.

The Company's balance sheet at June 30, 2011, showed
$25.78 billion in total assets, $30.29 billion in total
liabilities, and a $4.51 billion stockholders' deficit.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings from
Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


ATMAN HOSPITALITY: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
The Record Searchlight reports that Atman Hospitality Group of
Sunnyvale filed for Chapter 11 bankruptcy protection on Sept. 19,
blocking a foreclosure auction of the Gaia Hotel in Anderson,
California.

According to the report, Atman Hospitality filed for bankruptcy in
an attempt to reorganize and restructure its debt -- including the
$11.2 million owed to Far East National Bank in Los Angeles.

The report says Atman filed an incomplete, or skeleton petition,
that included a list of its 20 largest unsecured creditors,
estimated assets between $1 million and $10 million, and
liabilities between $10 million and $50 million.

"It's not uncommon to file a skeleton petition just to stop a
legal action like a foreclosure or lawsuit," Redding bankruptcy
attorney Dennis Cowan, Esq., said.

Wen Chang, president of Atman Hospitality Group, said the economic
downturn has affected the Gaia since it opened in 2008.  Mr. Chang
had taken a back seat in the company before Atman shareholders
asked him to return in July.

The report notes the court documents show most of Atman's
unsecured debts are loans from shareholders -- including $73,000
from Mr. Chang -- that add up to roughly $1.5 million.  The 4215
Riverside Place property and the hotel are valued at $6.5 million,
but balance due on Atman Hospitality's loan from Far East National
Bank is $11.2 million, according to court filings.

The report says the bankruptcy filing comes two weeks after it was
reported the company is in tax default.

The 122-room hotel on the Sacramento River near the Riverside
Avenue/Interstate 5 interchange has a delinquent 2009-10 property
tax bill of approximately $203,000, the Shasta County Tax
Collector's office reported.


ATMAN HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Atman Hospitality Group, Inc.
        dba Gaia Shasta Hotel
        848 Stewart Drive, Ste. 101
        Sunnyvale, CA 94085

Bankruptcy Case No.: 11-42576

Chapter 11 Petition Date: September 19, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: G. Michael Williams, Esq.
                  GANZER & WILLIAMS
                  P.O. Box 7683
                  Stockton, CA 95267
                  Tel: (209) 476-1661

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/caeb11-42576.pdf

The petition was signed by Wen Chang, president.


AVSTAR AVIATION: TACL Begins Using New Reservation System
---------------------------------------------------------
AvStar Aviation Group, Inc.'s wholly-owned subsidiary Twin Air
Calypso Limited, Inc., (TACL) has begun using its new
reservation/aircraft management system.  The aircraft and pilot
section, known as the "Scheduler" is fully operational and
provides the company with live data.  The customer reservation
section is currently being run parallel to the existing system and
is expected to be fully operational by the middle of the fourth
quarter.

Beginning in October, TACL's popular Twin Pack will be available
for use with a debit type card unique to the company.  The card
will be preloaded with the value of 20 one-way flight segments
that can be used for up to one year.  The card will allow the
client to view their remaining balance on-line and give the
Company better control of the usage of Twin Packs over the current
paper vouchers.  There are plans for the card to be expanded to
"loyalty" programs and other prepaid purchases with the
anticipated expansion to commuter operations.

The Company also announced that the fifth Asher convertible note
was paid off in early September.  The Company continues to pursue
alternative financing that will allow it to buy out the sixth
Asher note as well as move forward with its refurbishment and
expansion programs.

                       About Avstar Aviation

Houston, Texas-based AvStar Aviation Group, Inc. (OTC QB: AAVG)
-- http://www.avstarinc.com/-- due to acquisitions, is now in two
aviation sectors, the  maintenance, repair and overhaul ("MRO") of
aircraft providing products and services for the general aviation
sector, and the charter air service business.

The Company's balance sheet at June 30, 2011, showed
$1.2 million in total assets, $2.1 million in total liabilities,
and a stockholders' deficit of $929,207.

Clay Thomas, P.C., in Houston, expressed substantial doubt about
Avstar Aviation Group's ability to continue as a going concern
following the Company's 2010 results.  Mr. Thomas noted that the
Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.


AVSTAR AVIATION: Converts $12,000 Note Into Common Stock
--------------------------------------------------------
Asher Enterprises, Inc., on Aug. 22, 2011, converted $12,000 of
the outstanding balance on a convertible promissory note that
AvStar Aviation Group, Inc., had previously issued to it into 15.0
million shares of the Company's common stock.  On Aug. 29, 2011,
Asher converted an additional $8,000 of this outstanding balance
into 8,888,889 additional shares of the Company's  common  stock.
On Sept. 7, 2011, Asher converted an additional $8,800 of this
outstanding balance into 8.8 million additional shares of the
Company's common  stock.  These conversions left an outstanding
principal amount on the sole outstanding convertible promissory
note issued by the Company to Asher equal to $50,000.

The issuances of the preceding shares in connection with the
conversion of the Asher note are claimed to be exempt pursuant to
Section 4(2) of the Securities Act of 1933 and Rule 506 of
Regulation D under the Act.

                        About Avstar Aviation

Houston, Texas-based AvStar Aviation Group, Inc. (OTC QB: AAVG)
-- http://www.avstarinc.com/-- due to acquisitions, is now in two
aviation sectors, the  maintenance, repair and overhaul ("MRO") of
aircraft providing products and services for the general aviation
sector, and the charter air service business.

The Company's balance sheet at June 30, 2011, showed
$1.2 million in total assets, $2.1 million in total liabilities,
and a stockholders' deficit of $929,207.

Clay Thomas, P.C., in Houston, expressed substantial doubt about
Avstar Aviation Group's ability to continue as a going concern
following the Company's 2010 results.  Mr. Thomas noted that the
Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.


BANK OF THE CAROLINAS: Has Nasdaq Notice on Low Stock Price
-----------------------------------------------------------
Bank of the Carolinas Corporation reported it had received a
letter from The Nasdaq Stock Market notifying the company that it
no longer meets Nasdaq's requirement for continued listing on the
Nasdaq Global Market under Listing Rule 5450(a)(1).  The
notification letter states that the minimum bid price of the
company's common stock has closed below $1.00 per share for thirty
consecutive business days and that the company is therefore not in
compliance with the minimum bid price rule.  The company will be
afforded 180 calendar days, or until March 19, 2012, to regain
compliance.  To regain compliance, the closing bid price of the
company's common stock must be at least $1.00 per share for at
least ten consecutive business days.  The company may be eligible
for additional time if it satisfies the initial listing standards
(with the exception of the minimum bid price rule) for listing on
the Nasdaq Capital Market and submits a timely application to
transfer the listing of its common stock to the Nasdaq Capital
Market.

This is the second noncompliance notice the company has received
from Nasdaq.  On August 25, the company received a letter
notifying the company that it no longer meets Nasdaq's continued
listing requirement under Listing Rule 5450(b)(1)(C).  That rule
requires the market value of the company's publicly held shares to
be at least $5 million.  The company has until February 21, 2012,
to regain compliance with this requirement.

Neither of these notification letters has any immediate effect 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 "BCAR."

The company intends to actively monitor the bid price of its
common stock and the market value of its publicly held shares and
will consider available options to resolve the deficiencies and
regain compliance with Nasdaq's requirements.

"It's important for shareholders to understand that while we are
not in compliance with Nasdaq's Global Market bid price and market
value requirements, the company's stock has not been delisted and
our stock continues to trade on Nasdaq," commented Steve Talbert,
the company's CEO.  "The company has six months to return to
compliance with Nasdaq's Global Market requirements and we will
explore all options to regain compliance including listing on the
Nasdaq Capital Market where the Company's stock has previously
traded."

Bank of the Carolinas Corporation is the holding company for Bank
of the Carolinas, a North Carolina chartered bank headquartered in
Mocksville, NC with offices in Advance, Asheboro, Cleveland,
Concord, Harrisburg, King, Landis, Lexington and Winston-Salem.
The common stock of the Company is traded on the Nasdaq Global
Market under the symbol "BCAR".


BANNING LEWIS: Asset Ventures Blocks Sale of Asset to Ultra
-----------------------------------------------------------
Rich Laden at the Gazette reports that Asset Ventures Fund I filed
a motion in U.S. Bankruptcy Court in Delaware, asking a judge to
set aside his September 15 order approving the sale of Banning
Lewis's 18,000 acres of the 21,500-acre ranch to Ultra Resources.

Asset Ventures asked the judge to vacate his sale order and deny
approval of the transaction, while requiring the bankrupt owners
to comply with the bankruptcy code.  Asset Ventures also said it
wanted the sale to be set aside "in order to allow a subsequent
auction" of the 18,000 acres.  The sale of the property to Ultra
is supposed to be completed by Oct. 10, 2011.

According to the report, Asset Ventures, an Austin, Texas real
estate development company, lost out on its bid to buy the lion's
share of the ranch at a bankruptcy auction.

At issue: A $6.25 million reduction in Ultra's original bid.

As part of the bankruptcy, the ranch was put up for auction in
June.  The report says Ultra Resources, which bid $26.25 million
for the 18,000 acres, was declared the winning bidder and
announced plans for energy exploration.  The city of Colorado
Springs is fighting that plan because Ultra wants a bankruptcy
judge to set aside land-use controls the city approved years ago
to govern the property's long-term residential and commercial
development, which Ultra says it has no plans to pursue.  In his
September 15 order, the Delaware judge agreed to allow that
dispute to be heard by a Colorado court.

The report relates that, at the time of Ultra's winning bid in
June, Asset Ventures was described in court documents as having
submitted a "backup bid," although the amount of that bid was not
apparent. However, in its motion Wednesday, Asset Ventures noted
the Banning Lewis bankruptcy judge later declared the company
could not be designated as a backup bidder by the ranch's bankrupt
owners.

In its motion, Asset Ventures challenged the new price that was
disclosed last week in an amended purchase agreement.  The amended
agreement showed, without explanation, that Ultra's price had been
reduced to $20 million.  Asset Ventures' motion contends that at
no point after the auction "did the (bankrupt owners) provide
notice to interested parties, including (Asset Ventures), that the
proposed sale to Ultra could be subject to a radical reduction in
the original purchase price.  Nor, did the (bankrupt owners) allow
opportunity for parties to contest a sale to Ultra based on this
substantial and significant change in terms."

Mr. Laden says the motion contends the change in sale terms
constitutes "a completely different transaction" that was
"tantamount to a private sale" without adherence to a section of
the federal bankruptcy code that regulates the sale of corporate
assets.  The bankruptcy code also required "meaningful and
sufficient notice" regarding the changing terms of the deal, the
motion states.

                        About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.  Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC,
simultaneously filed for Chapter 11 bankruptcy (Bankr. D. Del.
Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BANNING LEWIS: Sale Disputes to Be Decided in Denver Court
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banning Lewis Ranch worked out a creative means for
dealing with objections from the city of Colorado Springs,
Colorado, to the sale of the property.  At auction, the so-called
Banning assets, or the southern portion of the project, brought in
a high bid of $26.25 million from Ultra Resources Inc.  Colorado
Springs objected to the sale, contending it would improperly end
land use restrictions, override local laws and break agreements
binding whoever owns the land.  The compromise was laid out in a
sale-approval order signed last week by the U.S. Bankruptcy Judge
in Delaware.

Mr. Rochelle relates that as the order required, the Debtor
promptly filed a lawsuit against the city, seeking a declaration
about whether the sale can override agreements with the city.  The
agreement requires the Delaware bankruptcy court to transfer the
lawsuit about the city's rights to the U.S. Bankruptcy Court in
Denver.

The report recounts that Colorado Springs made an unsuccessful
venue-change motion last year, seeking to have the entire case
moved to Denver.  At the time, the bankruptcy judge in Wilmington,
Delaware, denied the motion while giving the city the right to
renew if there were an "effort to disturb any of the land use
requirements or restrictions."

                        About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.  Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.

The Devco assets, or the northern portion, drew at a bankruptcy
auction a high bid of $24.5 million from KeyBank NA as agent for
lenders who will pay by swapping secured debt for ownership.  The
southern portion of the project, brought in a high bid of $26.25
million from Ultra Resources Inc.


BERNARD L. MADOFF: IG Seeks Criminal Probe of SEC's Decisions
-------------------------------------------------------------
The Securities and Exchange Commission's inspector general's
office said that it was referring results of its investigation
into former SEC general counsel David Becker's role in handling
the Madoff affair to the Department of Justice's criminal
division.

As reported in the Sept. 21, 2011 edition of the TCR, David Kotz,
the inspector general of the S.E.C., has said in a report that
David M. Becker, the S.E.C.’s general counsel, went on to
recommend how the Madoff Ponzi scheme’s victims would be
compensated, despite his family’s $2 million inheritance from a
Madoff account.  Mr. Becker’s actions were referred by Mr. Kotz to
the Justice Department, on the advice of the Office of Government
Ethics, which oversees the ethics of the executive branch of
government.  Mr. Kotz’s inquiry also produced evidence that at
least one S.E.C. employee had been barred from working on Madoff-
related matters because of a conflict, suggesting there was
a double standard at the agency. Mr. Becker and his brothers were
sued by Madoff trustee, Irving H. Picard, to recover about $1.5
million of the roughly $2 million the Beckers received from the
account.

                       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: Customers' Appeal Remains Alive With Defect
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. was unable to achieve a quick victory over
customers seeking to overturn a ruling last month from the U.S.
Court of Appeals saying that customers' claims are to equal the
cash put in less the amount taken out.  Some customers requested a
rehearing before all active judges on the appeals court,
contending they are entitled to claims for what the Madoff trustee
says are fictional profits.  Irving Picard, the trustee, argued
that the customers were evading an appeals court rule limiting
rehearing papers to 15 pages.  This week, the appeals court denied
the trustee's attempt at short-circuiting the request for
rehearing.  The appeals court is yet to decide whether all judges
will give customers another bite at the apple.

The report also discloses that Mr. Picard and his lawyer from
Baker & Hostetler LLP filed their request for fees covering the
four months ended May 31.  For his 783 hours, Mr. Picard wants
$599,000 in fees.  So far, he has been paid $3.84 million since
the case began in December 2008. Another $427,000 has been held
back for payment until later in the case.  Baker & Hostetler ran
up 117,500 hours working for the trustee in the four-month period,
for which it wants $44.7 million.  Previously, the firm was paid
$158 million, with $17.6 million held back.

                      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 MADOFF: Picard, Firm Seek $224MM for 4 Months' Work
-----------------------------------------------------------
Peter Lattman, writing for The New York Times' DealBook, reports
that Irving H. Picard, the trustee who is liquidating Bernard L.
Madoff’s investment business, and his law firm are seeking
approval of $45 million in fees for four months’ work, from Feb. 1
to May 31, which would bring their total fees in the case to $224
million.

According to NY Times, Mr. Picard said Mr. Picard's law firm,
Baker Hostetler, billed $44.7 million in fees for the period from
Feb. 1 to May 31.  Mr. Picard said he personally billed about
$600,000 in the four-month stretch.  The fee application said that
he intended to discount those fees by 10%.

The NY Times notes Judge Burton R. Lifland has approved all fee
requests thus far.  The NY Times says the fees are paid out of
money from the Securities Investor Protection Corporation, an
industry-financed investor protection organization.

According to the NY Times, the Madoff fraud has generated about
$320 million in fees and expenses for law firms and accounting
firms working on the bankruptcy case through March of this year.
Mr. Picard has earned about $3.6 million, according to a court
filing.

                      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.


BILL BARRETT: S&P Assigns 'BB-' Rating to $300-Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating (same as the corporate credit rating) to Bill Barrett
Corp.'s proposed $300 million senior unsecured notes due 2019.
"The recovery rating on the notes is '3', indicating our
expectation for meaningful recovery (50% to 70%) in the event of a
payment default," S&P related.

Bill Barrett plans to use proceeds from the proposed notes
offering to repay outstanding balances under its revolving credit
facility and for general corporate purposes. As of Sept. 20, 2011,
the company had $330 million drawn on its revolver.

"The 'BB-' corporate credit rating and stable outlook on Denver-
based crude oil and natural gas exploration and production company
Bill Barrett reflect the company's aggressive financial profile
and weak business profile. The ratings also reflect our view that
natural gas prices will remain weak over the next six to 12 months
because of the significant growth in supply combined with flat
demand. For the complete corporate credit rating rationale, see
our full analysis on Bill Barrett published April 14, 2011," S&P
stated.

Ratings List
Bill Barrett Corp.
Corporate Credit Rating           BB-/Stable/--
Senior Unsecured                  BB-
   Recovery rating                 3

New Rating
Senior unsecured
  $300 mil. notes due 2019         BB-
   Recovery rating                 3


BLUEPHOENIX SOLUTIONS: Gets Notice of Listing Deficiency
--------------------------------------------------------
BluePhoenix Solutions Ltd. received on September 19, 2011 a letter
from The NASDAQ Stock Market notifying the Company that it fails
to comply with the minimum bid price requirement for continued
listing on the NASDAQ Global Market as set forth in Marketplace
Rule 5450(a)(1).  The letter indicated that for the 30 consecutive
business days preceding the date of the letter, the bid price of
the Company's shares had closed below the $1.00 per share minimum
bid price required for continued listing.  The notification does
not result in the delisting of the Company's shares from the
NASDAQ Global Market at this time, and the Company's shares will
continue to trade on the NASDAQ Global Market.

The Company has until March 19, 2012 to regain compliance with the
minimum closing bid price requirement.  In general, to regain
compliance, the closing bid price of the Company's shares must
meet or exceed $1.00 per share for at least ten consecutive
business days.  The letter states that The NASDAQ stock Market
staff will provide written notification that the Company has
achieved compliance with Rule 5450(a)(1) if at any time before
March 19, 2012, the bid price of the Company's common shares
closes at $1.00 per share or more for a minimum of 10 consecutive
business days.

If the Company does not regain compliance by March 19, 2012, The
NASDAQ Stock Market Staff will provide written notification to the
Company that the Company's common shares will be delisted.  At
that time, the Company may appeal the delisting determination to a
NASDAQ Listing Qualifications Panel.  Alternatively, the Company
may apply to transfer the listing of its shares to the NASDAQ
Capital Market if it satisfies all criteria for initial listing on
the NASDAQ Capital Market, other than compliance with the minimum
bid price requirement.  If such application to the NASDAQ Capital
Market is approved, then the Company may be eligible for an
additional 180 day grace period.

The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements.

                  About BluePhoenix Solutions

BluePhoenix Solutions is the leading provider of value-driven
legacy IT modernization solutions.  The BluePhoenix portfolio
includes a comprehensive suite of tools and services from global
IT asset assessment and impact analysis to automated database and
application migration, rehosting, and renewal.  Leveraging over 20
years of best-practice domain expertise, BluePhoenix works closely
with its customers to ascertain which assets should be migrated,
redeveloped, or wrapped for reuse as services or business
processes, to protect and increase the value of their business
applications and legacy systems with minimized risk and downtime.


BMB MUNAI: Palaeontol Does Not Own Any Common Shares
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Palaeontol B.V. and its affiliates disclosed
that they do not own any shares of common stock of BMB Munai, Inc.

The Participation Interest Purchase Agreement, dated Feb. 14,
2011, by and among the B.V., the Company and MIE Holdings
Corporation, was amended by the First Amendment and Waiver to the
Participation Interest Purchase Agreement, dated Aug. 31, 2011.
The purpose of the Purchase Agreement Amendment was to, among
other things:

   (i) eliminate the post-closing transition services arrangement
       concept, which the parties determined was no longer
       necessary;

  (ii) change the previously contemplated escrow agent to
       Citibank, N.A., Hong Kong Branch, and change the form of
       escrow agreement to be used in connection with the
       Transactions;

(iii) provide for all of the funds to be delivered to the Company
       by the B.V. at the closing to be deposited into escrow in
       advance of the closing, in conjunction with the Company's
       submission to the appropriate Kazakhstan governmental
       authorities of the documents necessary to effect the sale
       of Emir to the B.V.;

  (iv) waive certain conditions to closing that would have
       required the Issuer to (x) obtain insurance for the
       transportation and storage of cargo prior to completing the
       Transactions and (y) provide documentary evidence of Emir's
       ownership of gas utilization facilities, electricity lines,
       gas pipelines and oil pipelines prior to completing the
       Transactions; and

   (v) update to their final forms the opinions to be delivered by
       the Company's counsel at closing.  The Company also agreed
       in the Purchase Agreement Amendment to provide documentary
       evidence of Emir's ownership of the assets within three
       months of the closing date of the Transactions.

In addition, the Company exercised its right under the Original
Purchase Agreement to extend the expiration date of the Original
Purchase Agreement until Nov. 14, 2011.

Pursuant to the Voting Agreements, each of the Stockholders, who
prior to the closing of the Transactions collectively owned
13,462,446 shares of Common Stock, which represented approximately
24.1% of the outstanding shares of Common Stock, agreed to vote
such Stockholder's shares of Common Stock and any other shares of
Common Stock that such Stockholder purchased or of which he
otherwise acquired record or beneficial ownership prior to the
Expiration Date in favor of the Transactions and any actions
necessary to consummate the Transactions.  As a result of the
closing of the Transactions, the Voting Agreements automatically
terminated.  As the Reporting Persons' deemed beneficial ownership
of Common Stock arose by virtue of the Voting Agreements, the
Reporting Persons have also ceased to own, whether indirectly or
beneficially, any Common Stock.

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

                        http://is.gd/Gto8M0

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

The Company realized a loss from continuing operations of
$15.1 million during fiscal year 2011 compared to $10.7 million
during fiscal year 2010.  This 41% increase in loss from
continuing operations was primarily attributable to increased
general and administrative and interest expense and the foreign
exchange loss of $415,803 incurred during fiscal year 2011.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, said that as a
result of the pending sale of Emir Oil LLP, BMB Munai will have no
continuing operations that result in positive cash flow, which
raise substantial doubt about its ability to continue as a going
concern.

The Company did not generate any revenue during the fiscal years
ended March 31, 2011, and 2010, except from oil and gas sales
through Emir Oil.

The Company's balance sheet at June 30, 2011, showed
$326.89 million in total assets, $103.95 million in total
liabilities, and $222.93 million total stockholders' equity.

                        Bankruptcy Warning

The Company has disclosed that if it does not complete the sale,
it will not have sufficient funds to retire the restructured
Senior Notes when they become due.  "In this event, we would
likely be required to consider liquidation alternatives, including
the liquidation of our business under bankruptcy
protection," the Company said.


CARLISLE APARTMENTS: Court Grants Dismissal of Chapter 11 Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted a motion by The Carlisle Apartments, L.P., to dismiss
its Chapter 11 case.

Carlisle sought the dismissal of its bankruptcy case after it
closed on the NXT Capital LLC financing and concomitant discounted
pay off to Compass Bank.  As a result of the closing, Carlisle's
exit financing is already in place but becomes less expensive soon
as it exits bankruptcy.

Carlisle reportedly cannot affect or alter any of the terms of the
NXT financing in a plan of reorganization and the Court has
already entered an order to this effect.  Furthermore, the NXT
financing will be in default if Carlisle exits bankruptcy and does
not pay its legitimate prepetition obligations immediately.  The
company said that these considerations militate toward dismissing
the case rather than taking the time to propose and confirm a
plan.

The Carlisle Apartments, L.P., filed a Chapter 11 bankruptcy
petition (Bankr. S.D.N.Y. Case No. 10-16805) in Manhattan, New
York, on Dec. 27, 2010.  The Debtor estimated assets and debts of
$10 million to $50 million as of the Chapter 11 filing.  Peter
Alan Zisser, Esq., at Squire, Sanders & Dempsey LLP, in New York,
serves as bankruptcy counsel to the Debtor.  Gordian Group, LLC,
is the investment banker and financial advisor.


CARROLS CORP: S&P Withdraws 'B-' Corp. Credit Rating at Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Carrols Corp. at the company's request. The
outlook prior to the withdrawal was negative. There were no issue-
level ratings on the company's debt.


CARPENTER CONTRACTORS: Exit Financing Provided by First American
----------------------------------------------------------------
Carpenter Contractors of America, Inc., and CCA Midwest, Inc.,
have filed a joint plan of reorganization that contemplates the
continuation of the Debtors' operations after plan confirmation
plan.  Donald L. Thiel will continue to sit as chairman and
president of the post-confirmation management of Carpenter
Contractors of America, Inc.  Kenneth B. Thiel will retain his
position as President of the post-confirmation management of CCA
Midwest, Inc.

The Plan of Reorganization and Disclosure Statement filed on
Aug. 31, 2011, provides that payments and distributions under the
Plan will be funded by the Debtors' current and ongoing business
operations.  In addition to the revenues generated by the business
operations of the Debtors, Donald L. Thiel has agreed to the
deferral of his unsecured claims in Class 3.6 which will result in
additional cash availability.

First American has agreed to provide the Debtors with a one year
$5,120,000 exit financing line of credit renewable annually for
3 years, and a $2,500,000 term note, repayable in 36 monthly
installments.

Donald and Judith Thiel have also agreed to provide the Debtors
with exit financing in the form of a $1,000,000 revolving line of
credit, repayable when the Debtors have available cash flow.

The Plan designates these classes, including sub-classes, of
claims and interests:

Class 1     Priority Tax Claims
Class 2.1   Secured Claim of First American Bank
Class 2.2   Secured Claim of Fifth Third Bank
Class 2.2a  Other Secured Claim of Fifth Third Bank
Class 2.3   Secured Imperial Credit Corp.
Class 2.4   Secured Broward County Tax Collector
Class 2.5   Secured Gelco Corp.
Class 2.6   Secured GE Commerical Finance Business Property Corp.
Class 2.7   Secured General Electric Capital Corp.
Class 3.1   General Unsecured Creditors
Class 3.2   Pension Funds Creditors
Class 3.3   Wells Fargo Bank, N.A. Aircraft Claim
Class 3.4   Claimants pursuant to an assumed executory contract or
            unexpired lease
Class 3.5   Administrative Convenience Class
Class 3.6   Unsecured Claims of Don L. Thiel
Class 4     Equity Security Holders of the Debtors

The Debtors believe that classes 1, 2.2a, 2.3, 2.4, 2.5, 2.6, 2.7
and 3.4 are unimpaired and, thus, are not entitled to vote to
accept or reject the Plan.

Classes 2.1, 2.2, 3.1, 3.2, 3.3 and 3.5 and 3.6 are all Impaired
under the Plan and are therefore entitled to vote to accept or
reject the Plan.

Administrative expenses, which are unclassified under the Plan,
will be paid in full on the Effective Date.

Priority Claims in Class 1, to the extent these have not been
paid, will be paid in full in quarterly installments commencing on
the Effective Date, with interest.

The secured claim of First American Bank in Class 2.1 will be
treated as set forth in the order authorizing the Debtors to
obtain postpetiton financing and authorizing use of cash
collateral [DE #334].

The Allowed Secured Claims of Fifth Third Bank in Class 2.2 are
paid in full and deemed satisfied by application of the
postpetition payments of the Debtors.  Any remaining portion will
be amortized over a 15 quarter period with interest commencing on
the Effective Date.

The Allowed Secured Claim of Fifth Third Bank in Class 2.2a, the
Allowed Secured Claim of Imperial Credit Corp. in Class 2.3, the
Allowed Secured Claim of Gelco Corp. in Class 2.5, the Allowed
Secured Claim of GE Commercial Finance Business Property
Corporation in Class 2.6, which claims a balance of $1,168,977,
and the Secured Claim of General Electric Capital Corporation in
Class 2.7, will retain their liens and continued to be paid in
accordance with terms of their respective agreements.

The Debtors object to the Secured Claim of Broward County Tax
Collector in Class 2.4 as being paid in full either prepetition or
postpetition, and if the claim has not been paid in full the claim
will be paid in 15 quarterly installments with interest, based on
the present value of their collateral.

Holders of unsecured claims om Classes 3.1, 3.2 and 3.3 will
participate pro rata by Class in the distribution of quarterly
payments on the amount of $50,000 for year 1 of the Plan, $50,000
for year 2, $75,000 for year 3, and $125,000 for years 4, 5 and 6.

The Holders of Interests in the Debtor will retain their ownership
interests in the Debtors.

A copy of the disclosure statement is available for free at:

       http://bankrupt.com/misc/carpentercontractors.DS.pdf

                   About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  Carpenter Contractors disclosed $42,900,573 in assets and
$25,861,652 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CARTONERA QUEBRADILLANA: Case Summary & 20 Largest Unsec Creditors
------------------------------------------------------------------
Debtor: Cartonera Quebradillana Inc.
        Bo. Cacao carr # 2 KM 99.0
        P.O. BOx 142
        Quebradilla, PR 00678

Bankruptcy Case No.: 11-07996

Chapter 11 Petition Date: September 19, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Andres Garcia Arregui, Esq.
                  GARCIA ARREGUI & FULLANA
                  252 Ponce De Leon Ave, Suite 1101
                  San Juan, PR 00918
                  Tel: (787) 766-2530
                  Fax: (787) 756-7800
                  E-mail: garciarr@prtc.net

Scheduled Assets: $1,262,451

Scheduled Debts: $2,634,465

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-07996.pdf

The petition was signed by Jose Candelaria Santana, president.


CASCO HOTEL: Court Approves Stinson Morrison as Bankruptcy Counsel
------------------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland authorized CASCO Hotel Group LLC to employ the team of
Janet M. Nesse, Esq., Darrell W. Clark, Esq., Lawrence P. Block,
Esq., Marc E. Albert, Esq., Katherine M. Sutcliffe Becker, Esq.,
Tracey M. Ohm, Esq., and Phyllicia M. Hoffman, Esq., at the law
firm of Stinson Morrison Hecker LLP as its legal counsel.

The firm will be paid according to its current hourly billing
rates.  Partner rates range from $335 to $535 per hour.  Associate
rates range from $240 to $295 per hour.

SMH has received a retainer of $25,000 paid by the Debtor.

The firm attests that none of its attorneys has any connection
with the Debtor, creditors, any other party in interest, their
respective attorneys and accountants, the United States Trustee or
any person employed in the Office of the United States Trustee.

The firm may be reached at:

          Lawrence P. Block, Esq.
          Janet M. Nesse, Esq.
          STINSON MORRISON HECKER LLP
          1150 18th Street, N.W., Suite 800
          Washington, DC 20036
          Tel: (202) 785-9100
          Fax: (202) 785-9163
          E-mail: lblock@stinson.com
                  jnesse@stinson.com

          About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 on May 3, 2009
(Bankr. D. Md. Case No. 09-17901).  James Greenan, Esq., at
McNamee Hosea represented the Debtor in its restructuring efforts.
The 2009 petition estimated the Debtor's assets and debts from
$10 million to $50 million.  The case was dismissed on May 18,
2011, at the request of creditor Mervis Diamond Corp.  But a
resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.


CCB INVESTORS: Wants Access to Second Equities Cash for September
-----------------------------------------------------------------
CCB Investors Assets Management, LLC, filed on Sept. 1, 2011, an
interim motion for authorization to use cash collateral for the
month of September 2011, pursuant to a budget, and response to
Second Equities Corp.'s motion to prohibit use of cash collateral.

Second Equities holds a note with an original principal balance,
secured by a mortgage on 78 boat slips.  Second Equities also
asserts a lien on the “rents” generated by the 78 boat slips.

Jupiter, Florida-based CCB Investors Assets Management, LLC, is in
the business of owning and renting 78 boat docks which are part of
a condominium consisting of 90 boat docks.  There are currently 31
leases for 33 boat slips.  The Company filed for Chapter 11
bankruptcy (Bankr. S.D. Fla. Case No. 11-32534) on Aug. 11, 2011.
Judge Erik P. Kimball presides over the case.  Susan D. Lasky,
Esq., at Susan D. Lasky, P.A., serves as the Debtor's counsel.
The petition was signed by Chris Baker, manager.  In its
schedules, the Debtor disclosed $16,227,164 in assets and
$6,845,325 in liabilities.

Secured lender Second Equities Corp. is represented in the case by
L.Louis Mrachek, Esq., at Page, Mrachek, Fitzgerald & Rose,
LI.P.A.
LII.

CENTRAL FALLS: Receiver May Reach Agreement on Labor Pacts
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that putting final touches on a
plan to stabilize Central Falls' finances, the state-appointed
receiver for the struggling Rhode Island city reported that once-
deadlocked negotiations with union officials are going so well
that he may not need to wield the bankruptcy court's power to
break the labor contracts after all.

                       About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.


CHARLESTON ASSOCIATES: Has Committee Pact on Cash Collateral Use
----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware approved Charles Associates, LLC's stipulation with the
Official Committee of Unsecured Creditors and C-III Asset
Management LLC, for a resolution of the Committee's motion for
relief from the Court's cash collateral order.

The Court previously entered several interim cash collateral use
orders, the last being the 10th Interim Order issued on Sept. 1,
2011.

The parties now stipulate that:

  -- The budgets approved by the 8th Interim Cash Collateral
     Order and 9th Interim Cash Collateral Order will be deemed
     revised to include a $25,000 per month line item for
     Committee professionals for the months of May, June, July,
     and August 2011.

  -- The Committee and its professionals agree that none of the
     amounts to be paid from the cash collateral will be used to
     investigate or bring any contested matter or adversary
     proceeding against the Secured Lender in the nature of
     "lender liability."

The Committee Motion on limited use of rents will be deemed
withdrawn immediately upon entry of an order of the Bankruptcy
Court approving the Committee Stipulation.

C-III acts solely as special services on behalf of Bank of
America, N.A, as trustee for the Registered Certificateholders of
Bear Stearns Commercial Mortgage Securities, Inc.

                  About Charleston Associates

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

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

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


CLEAR CREEK: Wins Court Nod to Hire Amy N. Tirre as Counsel
-----------------------------------------------------------
Clear Creek Ranch II, LLC and Clear Creek at Tahoe, LLC obtained
approval from the U.S. Bankruptcy Court for the District of Nevada
to employ the Law Offices of Amy N. Tirre, APC as their local
reorganization counsel, effective as of July 18, 2011.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

Clear Creek Ranch II and Clear Creek at Tahoe filed separate
Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 11-52302
and 11-52303) on July 18, 2011.  Judge Bruce T. Beesley presides
over the cases.  The Debtors are represented by:

         Thomas E. Gibbs, Esq.
         Vincent M. Coscino, Esq.
         Brian R. Bauer, Esq.
         ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
         1900 Main Street, Fifth Floor
         Irvine, CA 92614-7321
         Tel: (949) 553-1313
         Fax: (949) 553-8354
         E-mail: tgibbs@allenmatkins.com
                 vcoscino@allenmatkins.com
                 bbauer@allenmatkins.com

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.


COLUMBIA HOSPITAL: NCRIC Inc. Has Valid Setoff Rights
-----------------------------------------------------
Columbia Hospital for Women Medical Center, Inc., v. NCRIC, Inc.,
Adv. Proc. No. 09-10010 (Bankr. D. D.C.), seeks payment, in
accordance with 11 U.S.C. Sec. 542(b), of amounts due to it under
a February 2004 judgment entered against NCRIC, Inc., for
$18,220,002, plus interest and costs, by the Superior Court of the
District of Columbia, and affirmed by the District of Columbia
Court of Appeals.  Pursuant to a consent order entered in Columbia
Hospital's bankruptcy case, NCRIC has turned over to Columbia
Hospital all amounts due under the NCRIC Judgment except for
$239,044.33 as to which NCRIC has claimed a right of setoff.  In
support of its right of setoff, NCRIC points to a judgment against
Columbia Hospital that it obtained from Jackson & Campbell by way
of an assignment made in conformance with D.C. Code Sec. 28-2301.
In response, Columbia Hospital contends that NCRIC has no such
right of setoff because (1) no mutuality of obligations exists
between Columbia Hospital and NCRIC; (2) the assignment to NCRIC
of the Jackson & Campbell judgment was champertous; (3) NCRIC has
waived its right of setoff; (4) NCRIC's right of setoff, if it
exists, is inferior in priority to the liens of other secured
creditors; and (5) NCRIC's setoff claim should be denied in the
exercise of the court's equitable discretion because NCRIC
acquired the J&C Judgment merely as a litigation tactic to gain an
advantage in Columbia Hospital's civil action against NCRIC.

Bankruptcy Judge S. Martin Teel, Jr., said NCRIC's right of setoff
is a valid secured claim in a Sept. 20, 2011 Memorandum Decision,
a copy of which is available at http://is.gd/rEueIZfrom
Leagle.com.

NCRIC provides medical malpractice insurance to physicians in the
District of Columbia and is not in the business of acquiring or
purchasing claims.

Bethesda, Maryland-based Columbia Hospital for Women Medical
Center, Inc., a District of Columbia not-for-profit corporation,
filed for Chapter 11 bankruptcy (Bankr. D. D.C. Case No. 09-00010)
on Jan. 6, 2009.  Columbia Hospital owned and operated Columbia
Hospital for Women, which was chartered by the United States
Congress in 1866 to provide health care and medical services to
women and infants.  The Columbia Hospital for Women operated from
1866 until it closed in 2002.  Michael M. Barch serves as Columbia
Hospital's Liquidating Trustee.  George R. Pitts, Esq. --
pittsg@dicksteinshapiro.com -- at Dickstein Shapiro LLP, served as
bankruptcy counsel.  In its petition, the Debtor estimated $10
million to $50 million in assets and debts.


CONGRESSIONAL HOTEL: Wants to Hire McNamee Hosea as Attorney
------------------------------------------------------------
Congressional Hotel Corporation asks the U.S. Bankruptcy Court for
the District of Maryland for permission to employ McNamee Hosea
Jernigan Kim Greenan & Lynch P.A. as attorney.

The firm agrees to:

  a) prepare and file all necessary bankruptcy pleadings on behalf
     of the Debtor;

  b) negotiate with creditors;

  c) represent with respect to Adversary and other proceedings in
     connection with the Bankruptcy;

  d) represent the Debtor with respect to sale of assets; and

  e) prepare the Debtor's disclosure statement and plan of
     reorganization.

The firm has agreed to represent the Debtor pursuant to the these
rates:

     James M. Greenan, Esq.      $450
     Partners                    $300
     Associates                  $250
     Paralegal                   $100

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

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea represented the Debtor in its restructuring
efforts.  The 2009 petition estimated the Debtor's assets and
debts from $10 million to $50 million.  The case was dismissed on
May 18, 2011, at the request of creditor Mervis Diamond Corp.  But
a resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.


CONGRESSIONAL HOTEL: Wants to Use Citizens Collateral Thru Nov 15
-----------------------------------------------------------------
Congressional Hotel Corporation and CASCO Hotel Group, LLC, seek
permission from the U.S. Bankruptcy Court for the District of
Maryland to use their accounts, cash and cash equivalents, and
proceeds in which Citizens Bank of Pennsylvania holds a security
interest, through and including Nov. 15, 2011.

As of the Petition Date, the Debtors were indebted to Citizens
Bank for no less than $14 million pursuant to certain pre-
bankruptcy loan documents.  The Debtors also granted to Citizens a
security interest in and lien on all of their right, title and
interest in their assets, inventory, and cash and cash
equivalents, which constitute cash collateral within the meaning
of Section 363 of the Bankruptcy Code.

The Debtors will use the cash collateral pursuant to a prepared
budget.

The Debtors also ask the Court to grant Citizens:

  -- adequate protection, retroactive to the Petition Date, of
     its interest in the Prepetition Collateral, including the
     cash collateral in an amount equal to the aggregate
     diminution in value of those interests; and

  -- an allowed superpriority claim under Section 507(b) of the
     Bankruptcy Code against the Debtors and all property of
     their estates, in an amount equal to the Diminution in Lien
     Value with priority in payment over any and all
     administrative expenses.

The Court is set to consider the Debtors' request in an Oct. 24,
2011, hearing at 10:00 a.m.

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea represented the Debtor in its restructuring
efforts.  The 2009 petition estimated the Debtor's assets and
debts from $10 million to $50 million.  The case was dismissed on
May 18, 2011, at the request of creditor Mervis Diamond Corp.  But
a resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.


CONGRESSIONAL HOTEL: U.S. Trustee Unable to Form Committee
----------------------------------------------------------
The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Congressional Hotel because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

Casco is a single-asset real estate company.  It disclosed
$17,810,966 in assets and $14,053,752 in debts in its schedules
filed with the Court.  Congressional Hotel scheduled $709,121 in
assets and $19,883,667 in debts.

Casco is represented by Lawrence P. Block, Esq., at Stinson
Morrison Hecker.  James Greenan, Esq., at McNamee Hosea,
represents Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  Mr. Greenan
also served as counsel in the 2009 case.  The 2009 petition
estimated the Debtor's assets and debts from $10 million to $50
million.  The case was dismissed on May 18, 2011, at the request
of creditor Mervis Diamond Corp.  But a resolution couldn't be
confirmed with Mervis Diamond and other creditors, prompting
Congressional Hotel to seek Chapter 11 protection again.

In the 2011 case, Casco and Congressional Hotel are asking the
Bankruptcy Court to approve a quick sale of the Legacy Hotel for
$18 million to an entity called 1775 Rockville Pike LLC.  The
Debtors will use the proceeds to repay secured debt owed to
Citizens Bank of Pennsylvania under a 2007 construction loan.
Citizens filed a secured claim for $14,053,752.  Citizens asserts
a perfected first priority security interest in and on the
Property.  The remainder of the proceeds will be used to pay
general unsecured claims.

The Debtors won't subject the deal to further bidding and auction.
The Debtors do not believe that further marketing efforts will
yield a higher and better offer.


COOPER COS: S&P Affirms Corporate Credit Rating at 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Pleasanton, Calif.-based Cooper Cos. Inc. to positive from stable.
"We also affirmed our 'BB+' corporate credit rating on the
company," S&P stated.

"These actions reflect the company's continuing roll-out of
silicone hydrogel soft contact lens products, increasing global
market share, and improving financial risk profile," said Standard
& poor's credit analyst Cheryl Richer.

"Our rating on Cooper reflects expectations that soft contact lens
sales will continue to grow in excess of the industry, and
financial metrics will remain strong. Still, its fair business
risk profile reflects the company's dependence on soft contact
lenses (85% of sales) and competition from much larger players.
The company's CooperVision (CVI) business unit is exposed to
technology changes, as its late entry into silicone hydrogel (SiH)
lens manufacturing demonstrates. However, Cooper is now a
successful participant in this market, and we expect continued
sales growth to reflect industry demand, new product launches
(such as SiH multifocal lenses), and the company's recent entry
into the Japanese market with SiH lenses. Furthermore, low
customer switching mitigates downside risk," S&P related.

The company's intermediate financial risk profile and strong
liquidity reflect relatively low debt leverage (adjusted debt to
total capital was 23% at July 31, 2011) and increasing free cash
flow generation. While CooperSurgical (CSI; 15% of sales) has been
performing well, this unit provides only modest revenue
diversification. CSI manufactures women's health care products
used primarily by obstetricians and gynecologists. CSI's strategy
to market products directly to hospitals provides end-user
diversity and has mitigated some of the recession's negative
impact over the past year. At the end of the third fiscal quarter
of 2011, sales from surgical procedures represented 39% of CSI's
total revenues.


CROWN REAL ESTATE: Seeks Approval to Hire Ervin Cohen as Counsel
----------------------------------------------------------------
Crown Real Estate Services, LLC, seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Ervin Cohen & Jessup LLP as its legal counsel.

The Company selected the firm because of its experience in
insolvency and reorganization, according to Michael Kahn, Crown
Real Estate's manager.

As bankruptcy counsel, ECJ will provide legal advice to Crown Real
Estate, prepare legal papers on behalf of the company; participate
in the negotiation and formulation of a restructuring plan; advise
the company with regards to administrative requirements under a
Chapter 11 case, among other things.

The lawyers tasked to provide the services are Michael Kogan,
Esq., a partner at ECJ and head of the Bankruptcy and
Reorganization Department, and Faye Rasch, Esq., an associate in
ECJ's Bankruptcy, Receivership and Reorganization Department.

Mr. Kogan and Ms. Rasch will be paid an hourly rate of $525 and
$320, respectively.  They will be assisted by paralegals who will
be paid an hourly rate of $185.

In a declaration, Mr. Kogan assured the Court that his firm does
not hold or represent interest adverse to the interest of the
estate or any class of Crown Real Estate's creditors and equity
security holders.

                    About Crown Real Estate

Crown Real Estate filed a Chapter 11 bankruptcy petition (Case No.
11-20309) in the United States Bankruptcy Court Central District
of California on Aug. 29, 2011.  Crown Real Estate estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Superior Property of 10621 Sepulveda, an affiliate of Crown Real
Estate, also filed a separate Chapter 11 petition (Case No. 11-
20305) on Aug. 29, 2011.


CYCLACEL PHARMACEUTICALS: Gets Deficiency Notice From Nasdaq
------------------------------------------------------------
Cyclacel Pharmaceuticals, Inc. received a Nasdaq Staff Deficiency
Letter on September 16, 2011 indicating that the Company fails to
comply with the minimum bid price requirement for continued
listing set forth in Marketplace Rule 5450(a)(1).  The letter
gives Cyclacel notice that bid price of the Company's common stock
has closed under $1.00 for the last 30 business days.

The Nasdaq notice has no effect on the listing of the Company's
common stock at this time.  Pursuant to Nasdaq Marketplace Rule
5810(c)(3)(A), the Company has an initial period of 180 calendar
days, or until March 14, 2012, to regain compliance.  The letter
states the Nasdaq staff will provide written notification that the
Company has achieved compliance with Rule 5450(a)(1) if at any
time before March 14, 2012, the bid price of the Company's common
stock closes at $1.00 per share or more for a minimum of 10
consecutive business days.

If the Company cannot demonstrate compliance with Rule 5450(a)(1)
by March 14, 2012, it may transfer its listing to The Nasdaq
Capital Market if it meets the initial listing criteria set forth
in Nasdaq Marketplace Rule 5505, except for the bid price
requirement.  In that case, it may have an additional 180 calendar
day compliance period in which to comply with the minimum bid
price requirement.  The Company currently meets these initial
listing criteria.  Otherwise, the Nasdaq staff may begin the
process to have the Company's securities delisted.  At that time,
the Company may appeal the Nasdaq staff's determination to delist
its securities to a Listing Qualifications Panel.


DELTATHREE INC: Receives $100,000 from D4 Holdings
--------------------------------------------------
Each of deltathree, Inc., Delta Three Israel, Ltd., and DME
Solutions, Inc., entered into the Fourth Loan and Security
Agreement with D4 Holdings, LLC, on Sept. 12, 2011, pursuant to
which D4 Holdings provided to the Deltathree Entities a line of
credit in a principal amount of $300,000.

On Sept. 20, 2011, deltathree, Inc., received $100,000 from D4
Holdings pursuant to a notice of borrowing under the Loan
Agreement.

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

The Company's balance sheet at June 30, 2011, showed $1.66 million
in total assets, $5.07 million in total liabilities, and a
$3.41 million total stockholders' deficiency.

As reported in the TCR on March 23, 2011, Brightman Almagor Zohar
& Co., in Tel Aviv, Israel, expressed substantial doubt about
deltathree, Inc.'s ability  to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that of the Company's recurring losses from operations and
deficiency in stockholders' equity.

                        Bankruptcy Warning

In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, financial reorganization, liquidation or ceasing
operations.  In the event that it is unable to secure additional
funding, the Company may determine that it is in its best
interests to voluntarily seek relief under Chapter 11 of the U.S.
Bankruptcy Code.  The Company said seeking relief under the U.S.
Bankruptcy Code, even if the Company is able to emerge quickly
from Chapter 11 protection, could have a material adverse effect
on the relationships between the Company and its existing and
potential customers, employees, and others.  Furthermore, the
Company adds, if it was unable to implement a successful plan of
reorganization, the Company might be forced to liquidate under
Chapter 7 of the U.S. Bankruptcy Code.


DIGINOTAR: Dutch Judge Taps Bankruptcy Trustee for Firm
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Dutch judge granted a
bankruptcy filing Tuesday for Internet security company DigiNotar,
whose servers were apparently breached by an Iranian hacker in
July, Agence France-Presse reported.


EAGLE CROSSROADS: Taps Gordon Silver as Attorney
------------------------------------------------
Eagle Crossroads Center LLC asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Gordon Silver as its
attorney to execute the Debtor's duties as debtor-in-possession
faithfully, and to implement the restructuring and reorganization
of the Debtor.

The firm will charge the Debtor's estates at these hourly rates:

           Shareholders        $455-$700
           Associates          $185-$350
           Paraprofessionals   $130-$175

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

                   About Eagle Crossroads Center

Los Angeles, California-based Eagle Crossroads Center, LLC, owns
and operates a retail shopping center property located at 6464
Decatur Boulevard, in North Las Vegas, Nevada.  The Property has
consistently maintained strong occupancy rates, and is currently
roughly 95% occupied.

Eagle Crossroads Center filed for Chapter 11 bankruptcy (Bankr. D.
Nev. Case No. 11-23749) on Aug. 30, 2011, before Judge Bruce T.
Beesley.  Thomas H. Fell, Esq., at Gordon Silver, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets and
debts of $50 million to $100 million as of the Chapter 11 filing.


ELEPHANT & CASTLE: Phoenix Tapped as Chief Restructuring Advisor
----------------------------------------------------------------
Phoenix Management has been engaged by Elephant & Castle Group,
Inc. to serve as the Company's Chief Restructuring Advisor.
Mitchell Arden, a Phoenix Shareholder and Senior Managing Director
will serve in the CRA role.  Phoenix's engagement was approved by
the U.S. Bankruptcy Court for the District of Massachusetts on
August 31, 2011.

Elephant & Castle operates and franchises authentic, full-service
British style restaurant pubs in the United States and Canada.
Presently, the Company operates eighteen company-owned
locations...nine in the United States and nine in Canada.  In
addition, there are two franchised locations, one each in the
United States and Canada.  The Company employs nearly 900 people
in total.  The Company's corporate offices are located in Boston.

                          About Phoenix

For over 25 years, Phoenix --
http://www.phoenixcapitalresources.com/-- has provided smarter,
operationally focused solutions for middle market companies in
transition. Phoenix Management Services provides turnaround,
crisis and interim management, specialized advisory and
operational due diligence services for both distressed and growth
oriented companies.  Phoenix Capital Resources provides seamless
investment banking solutions including M&A advisory, complex
restructurings and capital placements.

        About Massachusetts Elephant & Castle Group

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

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

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

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


ERC INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ERC, Inc.
        13008 Lawson Rd.
        Little Rock, AR 72210

Bankruptcy Case No.: 11-16028

Chapter 11 Petition Date: September 19, 2011

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: James E. Smith, Jr., Esq.
                  SMITH AKINS P.A.
                  400 W. Capitol Ave., Suite 1700
                  Little Rock, AR 72201
                  Tel: (501) 537-5111
                  Fax: (501) 537-5113
                  E-mail: jsmith@smithakins.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/areb11-16028.pdf

The petition was signed by George Smith, president.


ERIC HEFTY: Suit Challenging Mountain West Bank Lien Goes to Trial
------------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher denied motions for summary
judgment filed by Mountain West Bank, N.A., seeking dismissal of
the lawsuit, ERIC WARREN HEFTY, CHERYL RAE HEFTY, and THE CORNER
DEVELOPMENT, v. MOUNTAIN WEST BANK, N.A., Adv. Proc. No. 11-00040
(Bankr. D. Mont.).   The complaint seeks to avoid MWB's liens or
interests in the Debtors' real property.  Judge Kirscher said MWB
failed its burden of proof under F.R.B.P. 7056, incorporating
F.R.C.P. 56(c), of showing that no genuine issue of material fact
exists.  A copy of the Court's Sept. 15, 2011 Memorandum of
Decision is available at http://is.gd/DaVt43from Leagle.com.

              About the Heftys and Corner Development

Eric Hefty is an award-winning architect and real estate
developer, and married to Cheryl Hefty.  The Heftys are managers
and members of The Corner Development LLC, which developed "The
Corner," the posh condos on the corner of South Higgins Avenue and
Brooks Street in Missoula, Montana.

TCD filed for Chapter 11 protection (Bankr. D. Mont. Case No.
11-60040) in Butte, Montana, on Jan. 13, 2011. Harold V. Dye, Esq.
-- hdye@dyemoelaw.com -- at Dye & Moe, PLLP, in Missoula, Montana,
represents the Debtor.  The Debtor estimated up to $50,000 in
assets and debts between $1 million and $10 million.

The Heftys filed for Chapter 11 protection (Bankr. D. Mont. Case
No. 11-60039) on Jan. 12, 2011.


EVERGREEN SOLAR: Committee Taps Pepper Hamilton as Del. Counsel
---------------------------------------------------------------
BankruptcyData.com reports that Evergreen Solar's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court motions to retain:

    A. Pepper Hamilton (Contact: David B. Stratton) as Delaware
counsel at these hourly rates: partner, special counsel and
counsel at $380 to $825, associate at $235 to $460 and
paraprofessional at $75 to $258 and

    B. Kramer Levin Naftalis & Frankel (Contact: Thomas Moers
Mayer) as counsel at hourly rates ranging from $440 to 975.

                       About Evergreen Solar

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

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

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

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

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


FAIRFIELD SENTRY: Two Judges Have Opinions on Liquidation Abroad
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Burton R. Lifland and District
Judge George B. Daniels combined to write opinions ruling that
investment funds that operated for decades in the U.S. can be
liquidated properly abroad.  The opinions stemmed from the
liquidation of Fairfield Sentry Ltd. and affiliated funds, which
had been the largest feeder funds for Bernard L. Madoff Investment
Securities Inc.

According to the report, managed by the New York-based Fairfield
Greenwich Group, the Fairfield Sentry funds had been run out of
New York for 18 years before the Madoff Ponzi scheme exploded in
December 2008, Judge Daniels said in his Sept. 15 opinion
upholding Judge Lifland's July 2010 ruling.  The funds ceased
operations and ended their ties with the U.S. manager officially
in May 2009.  By April 2009, shareholders sought the appointment
of a receiver in the British Virgin Islands.  The liquidators
appointed in July 2009 filed a Chapter 15 petition in New York in
June 2010.  Judge Lifland approved the Chapter 15 petition the
next month, ruling in the process that the Virgin Islands was the
funds' "center of main interests."

Mr. Rochelle relates that Judge Daniels upheld Lifland's factual
determinations about COMI as not clearly erroneous. He cited other
cases where the activities of liquidators "for an extended period
of time" is "both relevant and important" to a COMI determination.
Daniels noted that the funds had no place of business, no
management, and no tangible assets in the U.S. He also ruled
that "the relevant time for determining a debtor's COMI is when
the Chapter 15 petition was filed."

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FENTON SUB: Files Stipulation of Facts for Cash Collateral Use
--------------------------------------------------------------
Fenton Sub Parcel D, LLC, and Bowles Sub Parcel D, LLC, filed with
the U.S. Bankruptcy Court for the District of Minnesota a
stipulation entered with Wells Fargo Bank N.A. In connection with
the use of cash collateral.

Wells Fargo is trustee for the registered holders of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-LN2, by and through
CWCapital Asset Management LLC, as special servicer.

The stipulation dated Sept. 12, 2011, provides that:

   -- On April 12, 2003, Nomura Credit and Capital, Inc., made a
   loan to the Debtors in the amount of $11,604,000.  The loan is
   evidenced by an Amended and Restated Promissory Note dated
   April 12, 2004.  On April 12, 2004, Nomura endorsed the Note
   and assigned the Mortgage and the Assignment of Rents to Wells
   Fargo.  Berkadia Commercial Mortgage LLC was chosen to be the
   servicer of the debt. In November 2010, the lender began acting
   as the special servicer.

   -- The Debtors are in default under the Note and the loan
   documents for, among other things, allowing at least one junior
   encumbrance on the properties, and because Steven B. Hoyt filed
   a voluntary petition for relief under the Bankruptcy Code.

   -- The outstanding principal balance due on the Note as of the
   Petition Date was $10,236,629.

   -- The Debtors need to use of the rents, proceeds, products,
   offspring and profits of the prepetition collateral to fund
   operations of their businesses.

The Debtor and the lender also entered into a stipulation to the
admissibility both parties' at the trial scheduled for Sept. 19.

Wells Fargo Bank is represented by:

         Steven M. Hedberg, Esq.
         Jeanette L. Thomas, Esq.
         PERKINS COIE LLP
         1120 N.W. Couch Street, 10th Floor
         Portland, OR 97209-4128
         Tel: (503) 727-2000
         Fax: (503) 727-2222
         E-mail: shedberg@perkinscoie.com
                  jthomas@perkinscoie.com

         Christopher A. Camardello, Esq.
         WINTHROP & WEINSTINE, P.A.
         225 South Sixth Street, Suite 3500
         Minneapolis, MN 55402-4629
         Tel: (612) 604-6400
         Fax: (612) 604-6800
         E-mail: ccamardello@winthrop.com

         About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.

In 2007, StoneArch acquired various LLCs, which in turn owned 27
industrial multi-tenant properties located in the Twin Cities.
The properties were divided into four separate pools: A, B, C, and
D.  Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the
properties in pool D.  As tenants in common, Fenton Sub Parcel D
has an undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is a debtor in bankruptcy case number 11-
43816.  He is separately represented by Michael C. Meyer of the
firm Ravich Meyer.

The cases were originally assigned to Judge Dennis D. O'Brien and
reassigned to Judge Robert J. Kressel as the cases are related to
the Hoyt case, which was filed earlier and assigned to Judge
Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


GALP WATERS: 341(a) Creditors' Meeting Scheduled for Oct. 6
-----------------------------------------------------------
The U.S. Trustee for the Southern District of Texas will hold a
meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of GALP Waters Limited Partnership on Oct. 6,
2011, at 1:00 p.m., at Suite 3401, 515 Rusk Ave., in Houston.

Creditors, except governmental units, are required to submit their
proofs of claim not later than Jan. 14, 2012.

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  The cases are jointly administered
before Judge Karen K. Brown.  The bankruptcy counsel may be
reached at:

         Matthew Hoffman, Esq.
         LAW OFFICES OF MATTHEW HOFFMAN, P.C.
         2777 Allen Parkway, Suite 1000
         Houston, TX 77019
         Tel: 713-654-9990
         Fax: 713-654-0038
         E-mail: mhecf@aol.com

GALP Waters estimated $10 million to $50 million in assets and
debts.  The petitions were signed by Gary M. Gray, president of
Waters-1 GP, Inc., general partner of Waters GP, L.P., general
partner.


GREENWOOD RACING: S&P Withdraws 'BB-' Issuer Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'BB-' issuer credit rating, on Bensalem, Pa.-based Greenwood
Racing Inc. (the owner and operator of Parx Casino) at the request
of the issuer. Greenwood has paid in full its existing $265
million first-lien term loan B due Nov. 28, 2011.


HCA HOLDINGS: Repurchases 80.7-Mil. Shares from Bank of America
---------------------------------------------------------------
As previously announced, on Sept. 15, 2011, HCA Holdings, Inc.,
entered into an agreement to repurchase 80,771,143 shares of its
common stock beneficially owned by affiliates of Bank of America
Corporation at a purchase price of $18.61 per share, the closing
price of the Company's common stock on the New York Stock Exchange
on Sept. 14, 2011.  The Share Repurchase was completed on
Sept. 21, 2011, and was financed using a combination of cash on
hand and borrowings under available credit facilities.  The Shares
represent approximately 15.6% of the Company's total shares
outstanding.

In connection with the Share Repurchase, on Sept. 21, 2011, the
Company and certain of its investors entered into an amendment to
the Stockholders' Agreement, dated as of March 9, 2011.  The
Stockholders' Agreement generally provides for certain rights,
obligations and agreements of affiliates of, or funds sponsored
by, Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co.
L.P., BAML Capital Partners, formerly Merrill Lynch Global Private
Equity, and an affiliate of Bank of America Corporation, and
Company founder Dr. Thomas F. Frist, Jr., as holders of the
Company's common stock through their investment in Hercules
Holding II, LLC.  Pursuant to the Amendment, all of the BAML
Investors were released and removed as parties to the
Stockholders' Agreement and ceased to be entitled to any rights,
or be subject to any obligations, thereunder.

On Sept. 21, 2011, effective with the consummation of the Share
Repurchase, Messrs. Birosak, Forbes and Thorne, each of whom
served on the Company's board of directors as designees of BAML
pursuant to the Stockholders' Agreement, stepped down from the
board and from all committees of which they were members.  In
connection with these resignations, the Company's board of
directors reduced the number of directors comprising its board
from fifteen to twelve.

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

The Company's balance sheet at June 30, 2011, showed
$23.87 billion in total assets, $31.41 billion in total
liabilities, and a $7.53 billion stockholders' deficit.

                           *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HCA HOLDINGS: Files Form S-4 Registration Statement with SEC
------------------------------------------------------------
HCA Holdings, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-4 registration statement in connection with
the Company's offer to exchange $1,525,000,000 aggregate principal
amount of its 7 3/4% Senior Notes due 2021, which have been
registered under the Securities Act of 1933, as amended, for any
and all of its outstanding 7 3/4% Senior Notes due 2021.

The exchange offer is intended to satisfy the Company's
obligations under the registration rights agreement that it
entered into in connection with the private offering of the
outstanding notes.  The Company will not receive any cash proceeds
from the issuance of the exchange notes in the exchange offer.
Accordingly, the issuance of the exchange notes will not result in
any change in the Company's capitalization.  As consideration for
issuing the exchange notes as contemplated in the prospectus, the
Company will receive in exchange a like principal amount of
outstanding notes, the terms of which are identical in all
material respects to the exchange notes, except that the exchange
notes will not contain terms with respect to transfer restrictions
or additional interest upon a failure to fulfill certain of the
Company's obligations under the registration rights agreement.

Deutsche Bank Trust Company Americas is the exchange agent for the
exchange offer.

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

                        http://is.gd/MGySSF

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

The Company's balance sheet at June 30, 2011, showed
$23.87 billion in total assets, $31.41 billion in total
liabilities, and a $7.53 billion stockholders' deficit.

                           *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HINTON MCGRAW: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hinton McGraw Commercial Properties LLC
        1903 Rivers Landing Dr
        Prospect, KY 40059

Bankruptcy Case No.: 11-34507

Chapter 11 Petition Date: September 19, 2011

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  SEILLER WATERMAN LLC
                  462 S. 4th Street, Ste 2200
                  Louisville, KY 40202
                  Tel: 584-7400
                  E-mail: cantor@derbycitylaw.com

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kywb11-34507.pdf

The petition was signed by William T. Hinton, member.


HOOVER FINANCE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hoover Finance Co., Inc.
        P.O. Box 5502
        Pearl, MS 39208

Bankruptcy Case No.: 11-03270

Chapter 11 Petition Date: September 19, 2011

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Edward Ellington

Debtor's Counsel: John D. Moore, Esq.
                  JOHN D. MOORE, P.A.
                  301 Highland Park Cv, Ste B (39157)
                  P.O. Box 3344
                  Ridgeland, MS 39158-3344
                  Tel: (601) 853-9131
                  Fax: (601) 853-9139
                  E-mail: john@johndmoorepa.com

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.

The petition was signed by Mike Hoover, president.


HORIZON LINES: Amends Tender Offer Statement
--------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No.3 to its Tender Offer Statement which
amends and supplements the Schedule TO filed with the SEC on
Aug. 26, 2011, as amended.  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.  The Exchange Offer is being
made upon the terms and subject to the conditions set forth in the
prospectus, which forms part of the Registration Statement on Form
S-4 filed by the Company with the Securities and Exchange
Commission on Aug. 26, 2011, as amended.

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

                        http://is.gd/t3EwT8

                        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.


HOWREY LLC: Judge Montali Appoints Trustee to Oversee Case
----------------------------------------------------------
Leigh Jones at Thomson Reuters News & Insight reports that Judge
Dennis Montali in San Francisco has ruled that a trustee should
oversee the Howrey bankruptcy.

According to the report, the ruling by Judge Montali means that a
government-appointed trustee will handle the liquidation of the
defunct law firm.  Judge Montali's decision came after Howrey's
largest creditor, Citibank, filed a motion last week arguing that
the law firm had repeatedly missed deadlines to collect money owed
to it by former clients.  Citibank claims that Howrey owes it
about $50 million. A trustee will work for the benefit of the
creditors to efficiently close the law firm's books.

The Judge Montali said that he would sign a proposed order,
calling for the appointment of a trustee, that was presented to
him by Howrey, Citibank and the creditors committee.  A
dissolution committee, headed by former Howrey chairman Robert
Ruyak, had handled the liquidation up to this point.  Mr. Ruyak
took a job at Winston & Strawn earlier this month. He said last
week that most of his work on the committee was done.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June at the request of the firm.  In its schedules filed
in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq. -- kcornish@paulweiss.com -- a partner at Paul,
Weiss, Rifkind, Wharton & Garrison.  Representing Howrey is H.
Jason Gold, Esq. -- jgold@wileyrein.com -- a partner at Wiley
Rein.


HOWREY LLP: Judge Denies Citibank's Ch. 7 Conversion Bid
--------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Dennis Montali on Wednesday granted Citibank NA's request to
appoint a trustee to oversee Howrey LLP's Chapter 11 bankruptcy
proceedings, but denied its bid for a Chapter 7 conversion.

Judge Montali's order signed off on the appointment of a Chapter
11 trustee as agreed on by Citibank, Howrey and the creditors
committee, according to Citibank.

As reported in the Troubled Company Reporter on Sept. 20, 2011,
Bankruptcy Law360 said Citibank NA asked a California bankruptcy
judge to convert the Chapter 11 liquidation of Howrey LLP to
Chapter 7 and require a trustee to oversee the wind-down, citing
an impasse in negotiations between the now-dissolved law firm and
its biggest creditor.

After allowing the firm to use about $5.8 million in cash
collateral in June, Citibank said it is losing confidence in
Howrey's ability to collect outstanding client bills, which would
secure much of the $49 million the firm still owes the bank,
according to Law360.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June at the request of the firm.  In its schedules filed
in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq. -- kcornish@paulweiss.com -- a partner at Paul,
Weiss, Rifkind, Wharton & Garrison.  Representing Howrey is H.
Jason Gold, Esq. -- jgold@wileyrein.com -- a partner at Wiley
Rein.


HUDSON HEALTHCARE: Court Approves Sills Cummis as Panel's Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hudson
Healthcare, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the District of New Jersey to retain Sills
Cummis & Gross P.C. as its counsel, nunc pro tunc to Aug. 12,
2011.

Sills Cummis & Gross will render services, including:

     * providing legal advice with respect to the Creditors'
       Committee's rights, powers, and duties in this case;

     * preparing all necessary applications, answers, responses,
       objections, orders, reports, and other legal papers;

     * representing the Creditors' Committee in any and all
       matters arising in this case;

     * assisting the Creditors' Committee in its investigation and
       analysis of the Debtor;

     * representing the Creditors' Committee in all aspects of any
       confirmation proceedings; and

     * performing all other legal services for the Creditors'
       Committee that may be necessary or desirable in this case.

The firm will be paid on an hourly basis and reimbursed of actual,
necessary expenses.  The firm's current hourly rates are:

               Member                $395 - $775
               Of Counsel            $315 - $675
               Associate             $265 - $475
               Paralegal             $125 - $295

Andrew H. Sherman, Esq., Co-Chair of the firm’s Creditors’
Rights/Bankruptcy Reorganization Practice Group, attests that the
firm does not hold or represent any interest adverse to the Debtor
or its estate, its creditors, or any other party-in-interest and
that the Firm is a disinterested person as the term is defined in
Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

          Andrew H. Sherman, Esq.
          SILLS CUMMIS & GROSS P.C.
          The Legal Center
          One Riverfront Plaza
          Newark, NJ 07102
          Tel: (973) 643-7000
          Fax: (973) 643-6500
          Tel: (973) 643-6982
          E-mail: asherman@sillscummis.com

                      About Hudson Healthcare

Hudson Healthcare Inc. is the nonprofit operator of Hoboken
University Medical Center in Hoboken, New Jersey.  Hudson
Healthcare filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-33014) in Newark on Aug. 1, 2011, estimating assets and
debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Judge Donald H. Steckroth presides over the cases.  Attorneys at
Trenk, Dipasquale, Webster, et al., serve as counsel to the
Debtor.  Epiq Bankruptcy Solutions, LLC is the noticing and claims
agent.

In August 2011, the New Jersey Health Planning Board voted to
recommend to the Commissioner of Health to approve the sale of
Hoboken University Medical Center to HUMC Holdco, a private group
that also owns Bayonne Medical Center.  Holdco has pledged to
maintain it as a hospital for at least seven years.  The proposed
transaction totals $91.7 million, including a $51.6 million cash
payment to extinguish Hobokens' bond guarantee.  The new owners
have pledged to put $20 million in capital improvements in the
hospital.


INTERNATIONAL ENERGY: U.S. Trustee Adds One Member to Panel
-----------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, pursuant to
11 U.S.C. Sections 1102(a) and (b), has appointed one new member,
Biogas Direct, LLC, to serve on the Official Committee of
Unsecured Creditors of International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC.

The Creditors Committee now consists of:

      1. Biogas Direct, LLC
         Michael Zander, CEO
         431 Water Street
         Sauk City, WI 53583
         Tel: (608) 644-1112
         E-mail: zander@biogas-direct.com

      2. Dudley and Smith, P.A.
         Steven Opheim, Attorney
         Chairperson
         2602 U.S. Bank Center
         101 E. 5th Street, Suite 2602
         St. Paul, MN 55101
         Tel: (651) 291-1717
         Fax: (651) 223-5055
         E-mail: sopheim@dudleyandsmith.com

      3. Combustion and Control Engineering, Inc.
         Lynn Pauly, Office Manager
         2447 W. 64th Street
         Excelsior, MN 55331
         Tel: (651) 488-5518
         Fax: (952) 470-0747
         E-mail: lynnpauly@hotmail.com

      4. Sheff and Sons Engineering
         6250 West Toles Road
         Eaton Rapids, MI 48827
         Tel: (517) 719-2212
         Fax: (517) 663-0979
         E-mail: b.sheff@uts-residuals.com

                    About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-05547) on March 28, 2011.
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $13,154,805 in assets and $15,862,937 in liabilities as
of the Chapter 11 filing


IRON MOUNTAIN: S&P Assigns B+ Rating to $300MM Sub. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned recovery and issue
ratings to Boston-based Iron Mountain Inc.'s proposed $300 million
senior subordinated notes due 2019. "We rated the debt at 'B+'
(one notch below the 'BB-' corporate credit rating on the
company), and assigned a recovery rating of '5' to the notes,
indicating our expectation of modest (10%-30%) recovery in the
event of a payment default," S&P rleated.

The subordinated notes will be issued by Iron Mountain Inc. and
are unsecured senior subordinated obligations. The notes will be
guaranteed by direct and indirect wholly owned domestic
subsidiaries, and are subordinated in right of payment to existing
senior secured debt, and will rank equally in right of payment
with existing senior subordinated debt. The proceeds of the new
subordinated notes will be used for general corporate purposes,
including shareholder payouts. The issue-level rating on all of
Iron Mountain Inc.'s existing rated senior subordinated notes is
also 'B+', with a recovery rating of '5'. (For the complete
recovery analysis, see the recovery report on Iron Mountain to be
published following this report on RatingsDirect, on the Global
Credit Portal.)

"The 'BB-' rating on Iron Mountain reflects our expectation that
fully-adjusted leverage will remain below 5.5x, despite
management's intention to return $2.2 billion to shareholders by
2013 year-end. We view the company's financial risk profile as
aggressive, a function of the company's relative capital-intensity
and its increased shareholder return orientation. Our business
profile assessment on the company is fair, reflecting our
expectation that Iron Mountain's revenue growth will be at a
mature but stable rate, because of pressure on the company's core
storage business from migration to digital storage. In our view,
Iron Mountain's business profile benefits from low customer
attrition, a diverse client base, and annual and multiyear
contracts that provide recurring monthly storage fees. Over the
long term, we believe the company's rate of organic growth could
remain low, particularly in North America, as clients migrate to
digital storage," S&P stated.

"The outlook is negative, reflecting our view that management
could adopt an even more aggressive financial policy, potentially
spurred by increasing shareholder pressure. Management formed a
committee charged with exploring alternative financing, capital,
and tax strategies to maximize shareholder value. It stated that
the committee would assess the possibility of converting the
company into a real estate investment trust (REIT). If the company
decides to convert to a REIT, this would likely result in a
weakening of credit quality. If management concludes the company
should not convert to a REIT, Iron Mountain's shareholders may
demand the company pursue other alternatives, which could also
result in shareholder return-enhancing initiatives at the expense
of creditors. (For the complete corporate credit rating rationale,
see the research report on Iron Mountain, published May 27,
2011)," S&P stated.

ratings list
Iron Mountain Inc.
Corporate credit rating         BB-/Negative/--

Ratings assigned
Iron Mountain Inc.
Subordinated
  $300 mil. notes due 2019       B+
    Recovery rating              5


J.C. EVANS: Committee Opposes Add'l Protection for First State
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of JCE Delaware, Inc., et al., asks the U.S. Bankruptcy
Court for the Western District of Texas to deny First State Bank
Central Texas of any additional protections for the use of its
cash collateral.

The Committee relates that the Bank is adequately protected by the
equity cushion that exists in the Debtors' real and personal
property.  Accordingly, the Bank's protection must be limited to
the replacement liens that were granted it under the Court's
interim cash collateral order.

The Bank, a secured creditor of the Debtors with a first lien on
most of the Debtors' assets including, without limitation, real
estate, equipment, inventory, and accounts receivable, requested
for these additional adequate protection:

   1) the Debtors must be required to provide the Bank written
   notice of the amount of any advance made by the postpetition
   lender to the Debtors within one business day after such
   advance is made;

   2) that a procedure be established to provide that the Debtors
   must repay any advances made by the post-petition lender from
   postpetition receivables; and

   3) adequate protection payments by the Debtors to the Bank in
   the amount of the interest accruing on the Bank's debt.

                   About J.C. Evans Construction

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

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

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Butler Burgher Group LLC will provide
real estate appraisal services with regard to the valuation of the
Debtors' headquarters and warehouse properties, consisting of
28 acres near Leander, Texas. In its petition, JC Evans disclosed
$51,543,030 in assets and $74,203,554 in liabilities as of the
Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.


J.C. EVANS: Proposes Nov. 10 Auction for 700-Acre Quarry
--------------------------------------------------------
JCE Delaware, Inc., et al., ask the U.S. Bankruptcy Court for the
Western District of Texas for authorization to:

   -- sell their significant asset, a 700-acre quarry, and certain
   heavy equipment and stone inventory related thereto; and

   -- to assign contracts and leases related to the quarry
   operations pursuant to sections 363(b) and (f), and 365 of the
   Bankruptcy Code, free and clear of liens, claims, and
   encumbrances.

The Debtors propose to conduct the overall auction and sale
process on this schedule:

   Sept. 30:            deadline to receive stalking horse bids

   Oct. 7:              deadline for Debtors to designate any
                        acceptable stalking horse bid, and to file
                        notice of proposed cure amounts for any
                        contracts or leases relevant to the sale

   Oct. 13:             proposed Hearing Date to approve stalking
                        horse bid, if any, and related bid
                        protections

   Oct. 27:             deadline for objections to the Debtors'
                        proposed cure amounts

   Nov. 3:              deadline for submission of offers to
                        purchase the quarry assets, deadline for
                        any party desiring to make a credit bid to
                        have obtained a court order authorizing
                        the credit bid and amount

   Nov. 10:             auction, to be held at the offices of Cox
                        Smith Matthews Incorporated, 112 East
                        Pecan Street, Suite 1800, San Antonio,
                        Texas

   Nov. 17:             proposed hearing date to approve the sale
                        of the quarry assets, approve the cure
                        amounts, and assume and assign relevant
                        contracts and leases (Sale Hearing)

   Dec. 16:             proposed closing date for sale.

The Debtors believe that the sale of the quarry assets will
provide a significant return to the estate and materially assist
the Debtors to emerge from bankruptcy.

The Debtors add that the quarry assets will be sold "As is and
Where is", without any representations or warranties by the
Debtors or the bankruptcy estates other than as set for expressly
in the asset purchase agreement.

                       Bank Wants Credit Bid

Secured creditor First State Bank Central Texas objects to the
Debtors' request on the grounds that it does not provide adequate
credit bid protections for the benefit of creditors with a lien on
the assets sought to be sold.

First State relates that the bid procedures must allow the
lienholders to credit bid until the conclusion of the proposed
auction.  Furthermore, a lienholder must not be required to
execute an asset purchase agreement for a pure credit bid and post
a deposit in order to credit bid.  Additionally, First State says
that the bid procedures must include protections for those lenders
who have liens on other assets.

                   About J.C. Evans Construction

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

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

Six affiliated companies filed for Chapter 11 (Bankr. W.D. Tex.
Case Nos. 11-11926 to 11-11931) on Aug. 1, 2011.  These are JCE
Delaware Inc., J.C. Evans Construction Holdings, J.C. Evans
Nevada, LLC, EQUUS Development Inc., J.C. Evans Construction and
Adkins Land Development.  The cases are jointly administered
before Judge Craig A. Gargotta.  George H. Tarpley, Esq., and
Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, serve
as bankruptcy counsel.  Butler Burgher Group LLC will provide
real estate appraisal services with regard to the valuation of the
Debtors' headquarters and warehouse properties, consisting of
28 acres near Leander, Texas. In its petition, JC Evans disclosed
$51,543,030 in assets and $74,203,554 in liabilities as of the
Chapter 11 filing.

A creditors' committee has been appointed by the U.S. Trustee.
Neither a trustee nor an examiner has been requested or appointed
in the cases.


J.C. EVANS: Files Schedules of Assets & Liabilities
---------------------------------------------------
J.C.E. Delaware, Inc., filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing $0 in assets and
$23 million in liabilities.

As reported in the Troubled Company Reporter on Sept. 12, 2011,
J.C. Evans filed with the Bankruptcy Court its schedules,
disclosing:

  Name of Schedule                 Assets           Liabilities
  ----------------                -------           -----------
A. Real Property                        $0
B. Personal Property           $51,543,030
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $57,650,847
E. Creditors Holding
   Unsecured Priority
   Claims                                                    $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $16,552,707
                               -----------       --------------
      TOTAL                    $51,543,030          $74,203,554

                  About J.C. Evans Construction

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

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

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


JEVIC TRANSPORTATION: CIT Group Must Face Suit on 2006 LBO
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CIT Group/Business Credit Inc. failed in its attempt
to have a lawsuit dismissed in which creditors of Jevic
Transportation Inc. alleged the lender received fraudulent
transfers in financing a leveraged buyout of the trucker in 2006.

The report recounts that private-equity firm Sun Capital Partners
acquired Jevic in June 2006 with $101 million in secured bank
financing. About a month later, the bank loan was refinanced with
a new credit facility from New York-based CIT.  Jevic was "almost
immediately in default" on the CIT loan, according to the 30-page
opinion by U.S. Bankruptcy Judge Brendan Linehan Shannon in
Delaware on Sept. 15. By May 2008, Jevic was in Chapter 11 where
it soon liquidated. Shannon authorized the creditors’ committee to
sue both Sun Capital and CIT in 2008.

Mr. Rochelle discloses that CIT contended it should have no
liability for the failed LBO because it wasn't the initial lender.
Judge Shannon rejected the argument, saying it was proper under
law from the U.S. Court of Appeals in Philadelphia to collapse the
transactions so CIT's later loan would be viewed the same as the
loan that originally financed the LBO.  Judge Shannon said that
the committee's complaint makes out a valid claim at the early
stage of the case to tag CIT for receiving a fraudulent transfer
or preference. He did dismiss claims for aiding and abetting a
breach of fiduciary duty, although he is allowing the committee to
try its hand at revising the complaint.

                    About Jevic Transportation

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provided trucking services.  Two
affiliates -- Jevic Holding Corp. and Creek Road Properties --
have no assets or operations.  Jevic et al. sought Chapter 11
protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008.
Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represent
the Debtors.  The U.S. Trustee for Region 3 appointed five
creditors to serve on an Official Committee of Unsecured
Creditors.  Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and
Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors ceased substantially all of their business and
terminated roughly 90% of their employees.  The Debtors continue
to manage the wind-down process in an attempt to deliver all
freight in their system and to retrieve their assets.

When the Debtors sought protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
At Oct. 31, 2010, the Debtor had total assets of $424,567, total
liabilities of $12.2 million, and a stockholders' deficit of
$11.8 million.  The Debtor ended the period with $362,104 in cash,
which includes restricted cash of $66,977.


KEVIN ROLF: US Foodservice Suit Referred to Bankruptcy Court
------------------------------------------------------------
Magistrate Judge Thomas D. Thalken, pursuant to NEGenR 1.5(a)(1)
and 28 U.S.C. Sec. 157, referred to the United States Bankruptcy
Court for the District of Nebraska the case, US FOODSERVICE, INC.,
v. DONALD ROLF, MICHAEL ROLF, KEVIN ROLF, and OZARK RESTAURANT
GROUP, INC., No. 8:09CV254 (D. Neb.), after defendant Kevin Rolf
filed a suggestion of bankruptcy.  A copy of Judge Thalken's
Sept. 19, 2011 Order is available at http://is.gd/z0dYiafrom
Leagle.com.

Kevin Rolf filed for Chapter 11 bankruptcy (Bankr. W.D. Mo. Case
No. 11-61969) on Sept. 8, 2011.


KH FUNDING: US Trustee Gets More Time to Challenge Pachulski Fees
-----------------------------------------------------------------
Counsel for the Official Committee of Unsecured Creditors in the
bankruptcy case of KH Funding Company and the United States
Trustee for Region 4 have agreed to extend the time upon which the
U.S. Trustee can file his comments or objections to the first
application of Pachulski Stang Ziehl & Jones LLP, as counsel to
the Committee, for allowance of interim compensation for services
rendered and reimbursement of expenses incurred from Jan. 31,
2011, through May 31, 2011.  The U.S. Trustee was given until
Sept. 20 to file a comment, objection or other responsive pleading
to the First Fee Application.  The Stipulation dated Sept. 14,
2011, signed off by Bankruptcy Judge Thomas J. Catliota, is
available at http://is.gd/ZIUBepfrom Leagle.com.

                     About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq., at Gordon Feinblatt
Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers
at McGuireWoods LLP as co-counsel.  The Committee has tapped BDO
Consulting, a division of BDO USA, LLP, as its financial advisor.


KNOWLEDGE UNIVERSE: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Knowledge Universe Education LLC (KUE; formerly known as Knowledge
Learning Corp.) to negative from stable. "We also affirmed our
ratings on the company, including the 'B+' corporate credit
rating," S&P stated.

In May 2011 KUE separated substantially all of its owned real
estate-related assets from its early childhood education-related
assets on a substantially tax-free basis by distributing KC Propco
Holding II LLC to an entity which is ultimately owned by the same
shareholders that own KUE. For analytical purposes, Standard &
Poor's continues to view KUE and KC Propco Holding II LLC as one
entity, given its common ownership, operating interdependence, and
linked economic interests, including KUE's considerable operating
lease commitments to KC Propco Holding II LLC. KC Propco LLC (a
subsidiary of KC Propco Holding II LLC), which owns substantially
all of the real estate, is a bankruptcy-remote special purpose
entity, and its debt is nonrecourse to the assets of KUE. However,
if KC Propco Holding II LLC were to default on its debt
obligations, it would likely be as a result of KUE's inability to
generate sufficient cash to pay its rent obligations, the sole
source of KC Propco Holding II LLC's revenues. "Consequently, we
have estimated the debt and EBITDA of KC Propco Holding II LLC,
based on disclosures at the time of the separation, in our
calculation of consolidated financial measures," S&P stated.

"Our rating action reflects KUE's weaker-than-expected performance
and our view that the weak economy and high unemployment levels
will continue to undermine operating performance for the remainder
of 2011, resulting in increasing debt leverage and tightening
covenant compliance," said Standard & Poor's credit analyst Hal
Diamond.

"The corporate credit rating on KUE reflects Standard & Poor's
expectation that leverage will remain aggressive over the
intermediate term as the company continues its shareholder return-
focused strategy, and may recommence its historical acquisitive
growth strategy over the intermediate term. We consider the
company's business risk profile weak, because of its narrow
operating focus, sensitivity of capacity utilization rates to high
unemployment, and dependence on state and local federal subsidized
programs, which are vulnerable to budget constraints. Based on its
high debt leverage and dividend policy, we view the company's
financial risk profile as aggressive. In 2010 KUE (then known as
Knowledge Learning Corp.) paid a $15 million dividend to its
parent company, Knowledge Schools Inc., with some of its excess
cash, which followed a $25 million payment in 2009. We expect the
company to continue to pay dividends with its excess cash over
time. We expect KUE to continue to underperform some of its U.S.
peers, and maintain a lower EBITDA margin," S&P related.

"Standard & Poor's could lower the rating if KUE is unable to
reduce its leverage because of further weakening of revenue and
EBITDA, which could occur if unemployment rates remain elevated.
We regard a revision of the outlook to stable as a less likely
scenario, involving consistent improvement in overall
profitability, increasing discretionary cash flow, and financial
policies that support progress in reducing leverage and restoring
a healthy margin of compliance with financial covenants," S&P
noted.


LAKE PLEASANT: Plan Outline Hearing Continued Until Oct. 19
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued until Oct. 19, 2011, at 11:00 a.m., the hearing to
consider adequacy of the disclosure statement explaining Lake
Pleasant Group, LLP, and and DLGC II, LLC's Plan of Reorganization
dated July 12, 2011.

At the Sept. 14 hearing, Mark W. Roth, Esq., the Debtor's counsel,
after reviewing the details of the disclosure statement and
requested for a continued hearing to resolve the objection by
Johnson Bank.  He related that the parties may be able to agree to
a consensual plan.  Johnson Bank consented to the request.

As reported in the Troubled Company Reporter on July 25, 2011,
the Debtors' schedules list Johnson Bank as a creditor with a
total claim in the approximate amount of $19.4 million secured by
a first position lien on the Properties.  Lake Pleasant's
schedules list unsecured creditors in the amount of $151,000, and
DLGC's schedules list unsecured creditors in the amount of
$190,000.

The Debtors are currently in the process of seeking a rezoning of
the Properties to Mixed Used-Recreational Vehicle Resort and
Commercial to allow a luxury oriented recreational-vehicle resort
with approximately 1,512 spaces to exist on the Properties.  The
DLGC Property will also include a 22-acre commercial site which
will allow the opportunity for supporting retail and two R.V.
storage parcels, as ancillary uses to help support the RV resort
and the surrounding areas.

The Debtors and Pensus Cholla Hills RV Resort LLC have entered
into the Sales Agreement which provides for the sale of the
Properties to Pensus, for not less than $23 million.  The Sale of
the Properties will be conditioned upon the Properties being
rezoned as set forth above.  The Sale will result in all creditors
being paid in full on their allowed claims.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/lakepleasant.DS.pdf

                       About Lake Pleasant

Phoenix, Arizona-based Lake Pleasant Group, LLP, was formed for
the purpose of purchasing and developing 244 acres of real
property located near State Route 74 and Old Lake Pleasant Road in
Peoria, Arizona.  The partnership filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011.
In its schedules, Lake Pleasant Group disclosed assets of
$15,780,263 and liabilities of $10,301,552 as of the Petition
Date.

Affiliate DLGC II, LLC, simultaneously filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 11-10174).  DLGC owns 210
acres of real property located near State Route 74 and Old Lake
Pleasant Road in Peoria, Arizona.  DLGC also owns interests in
Lake Pleasant Water Company and Lake Pleasant Sewer Company.  DLGC
has valued these interests at $1,313,511 in its schedules.  Mark
W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli Shughart PC,
in Phoenix, Ariz., represent the Debtors as counsel.  Earl Curley
& Lagarde PC serves as special zoning counsel; and Morrill &
Aronson, P.L.C. as special counsel for DLGC with respect to
certain condemnation litigation brought by the Arizona Department
of Transportation, which is pending in the Maricopa County
Superior Court as case number CV2010-015022.


LEHMAN BROTHERS: Piper Jaffray's Claim Allowed for $2.3MM
---------------------------------------------------------
Lehman Commercial Paper Inc. and Piper Jaffray & Co. entered into
a court-approved stipulation resolving the claims filed by Piper
Jaffray in the Debtors' bankruptcy cases.

Upon the Effective Date, Claim No. 23770 will be allowed as
unsecured claim for $2,368,021.  LCPI will deliver to Piper
Jaffray 35,591 shares of Delta Airlines Corporation from the
shares that LCPI currently has in its possession.

LCPI agrees that, in the event there are any more distributions
of Delta shares to LPJ Aircraft Finance LLC after the Effective
Date, LCPI will promptly remit to Piper Jaffray 18.57% of those
shares, subject to rounding up or down to avoid dealing with
fractional shares.

Prior to the Petition Date, LCPI and Piper Jaffray entered into
an operating agreement, dated April 9, 2007, pursuant to which
they formed LPJ Aircraft.  LCPI is the managing member of LPJ
Aircraft and has an 81.43% interest therein; Piper Jaffray is a
member of LPJ Aircraft and has an 18.75% interest therein.  LPJ
Aircraft was formed to purchase property that was distributed to
certain holders of certain pass through certificates issued in
connection with the NWA Pass-Through Trust Series 1997-1.  The
property that was distributed to LPJ Aircraft included aircraft
of Northwest Airlines Inc. and certain bankruptcy claims against
NWA.

LCPI, acting on behalf of LPJ Aircraft, sold all of the aircraft
owned by LPJ Aircraft, and LCPI also received distributions of
shares of NWA, now Delta Airlines, in respect of LPJ Aircraft's
claims against NWA.

Prior to the Petition Date, LCPI deposited all of the shares of
NWA received on behalf of LPJ Aircraft in an account maintained
at its affiliate, LBI, account number 931-15503-14.  In addition,
LCPI deposited all cash collected by LPJ Aircraft in a bank
account in the name of LCPI.

Piper Jaffray filed a proof of claim against LCPI, designated as
Claim No. 23770, asserting a claim in the amount of not less than
$2,367,551 and other unliquidated amounts allegedly owed by LCPI
to Piper Jaffray.  In addition, Piper Jaffray filed a claim with
the SIPA Trustee against LBI denominated by the SIPA Trustee as
Claim No. 900006436.

LCPI has determined that it owes Piper Jaffray the sum of
$2,132,470 representing its share of the cash at LPJ Aircraft.
In addition, LCPI has determined that it owes Piper Jaffray
64,852 Delta shares, 29,261 of which are in the LBI Account and
35,591 of which were distributed to LCPI subsequent to the
Petition Date and currently are held in a DTC account at
Citibank, N.A.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Committee Wins Nod to Prosecute LCPI Lawsuits
--------------------------------------------------------------
Bankrutpcy Judge James Peck issued an order granting the Official
Committee of Unsecured Creditors in Lehman Brothers' case standing
to prosecute or settle the lawsuits filed by Lehman Commercial
Paper Inc.

In a September 15 order, Judge Peck held that whatever recovered
by the Creditors' Committee from the prosecution or settlement of
the lawsuits constitutes property of LCPI's estate.

The bankruptcy judge also ruled that the Creditors' Committee
will receive the benefit of all tolling agreements which LCPI
entered into.

LCPI filed the lawsuits against those who received transfers
pursuant to loan market association agreements, and who entered
into tolling agreements with the company.  The defendants
received the transfers when their unsecured participation
interests in the payments on loans held by LCPI were elevated to
ownership interests.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes Fried Frank as Atty. for JV Interests
---------------------------------------------------------------
Lehman Brothers Holdings Inc. has filed an application to employ
Fried, Frank, Harris, Shriver & Jacobson LLP as special counsel
effective June 1, 2011.

Fried Frank has served as one of the "ordinary course"
professionals of the company.  Its fees and expenses, however,
might exceed the $1 million compensation cap for OCPs, prompting
LBHI to seek court approval to hire the firm as special counsel
pursuant to Sections 327 of the Bankruptcy Code.

Fried Frank will continue to provide legal services, which
include representing LBHI and its subsidiaries in matters
involving properties, loans or joint venture interests.

Fried Frank will be paid according to its hourly rates:

     Partners                 $815 - $995 per hour
     Of Counsel               $870 - $1,000 per hour
     Special Counsel          $735 - $870 per hour
     Associates               $395 - $715 per hour
     Legal Assistants         $200 - $295 per hour

In a declaration, Janice Mac Avoy, Esq., a member of Fried Frank,
said that her firm does not hold or represent any interest
adverse to the estates.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Essex Opposes $98MM for Execs' Legal Fees
----------------------------------------------------------
Essex Equity Holdings USA LLC asks Judge James Peck to deny the
motions filed by former and current officials of Lehman Brothers
Holdings Inc. to authorize the payment of $98.25 million to
settle the lawsuits against them.

Former chief executive officer Richard Fuld Jr. and other Lehman
officials filed late last month a motion authorizing seven
insurance firms to pay $90 million to settle the lawsuit in New
York, and another $8.25 million to settle the lawsuit filed by
the state of New Jersey.

Essex Equity questions if it is right to use the directors' and
officers' insurance policy for the 2007-2008 policy year to fund
the settlement of the lawsuits.

Essex Equity's lawyer, Todd Duffy, Esq., at Anderson Kill & Olick
P.C., in New York, says both motions do not provide information
showing that the insurance proceeds that will be used to pay the
settlement are properly attributed to the 2007-2008 policy year.

Mr. Duffy pointed out that since the lawsuits were both filed in
2009, it appears that the claims asserted in the lawsuits should
be paid from insurance for the policy year subsequent to the
2007-2008 D&O policy year.

In a related development, class defendants composed by former
officers and directors of Lehman subsidiary, Structured Asset
Securities Corp., ask Judge Peck to prevent Mr. Fuld and his co-
defendants in the lawsuits from exhausting coverage under the
$250 million 2007-2008 D&O policy.

The SASCO officials want the bankruptcy judge to issue a decision
providing for a "fair and reasonable allocation" of the remainder
of the D&O insurance to resolve pending and future claims.

The SASCO officials said they are planning to enter into an
agreement to settle the lawsuit filed against them for $45
million.  But some former executives of LBHI reportedly
threatened to sue the SASCO officials if part of the 2007-08 D&O
policy is used to settle the lawsuit.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Giants Opposes Turnover of Documents
-----------------------------------------------------
Giants Stadium LLC has asked Judge James Peck to deny the
proposed turnover of documents related to its role as partner in
a swap deal.

In court papers, Giants Stadium dismissed Lehman Brothers
Holdings Inc.'s allegation that it used the attorney-client
privilege in a "sweeping manner."  It pointed out that the
documents it shared with LBHI are enough to allow evaluation of
the claims.

"Giants Stadium has accommodated [LBHI's] requests at all stages
of the discovery process in a good-faith effort to provide as
much information as possible and speed resolution of the claims,"
it said in a court filing.

LBHI and Lehman Brothers Special Financing Inc. demanded the
turnover of the documents following Giant Stadium's refusal to
give them copies of those documents on grounds that they are
protected by "attorney client and work product privileges."

The Lehman units need the documents in connection with its
investigation of Giants Stadium's $301.8 million claim.  The
claim stemmed from the swap deal Giants Stadium entered into with
LBSF in connection with the $650 million in securities it issued
to finance the construction of the New Meadowlands stadium.

In a related development, Giants Stadium dropped its motion to
authorize its lawyers to participate in the deposition of Robert
Taylor, a former Lehman executive who negotiated the swap deal,
in light of LBHI's withdrawal of the subpoena it served upon the
executive on August 10, 2011.

In a court filing, LBHI said Giants stadium is employing a "sword
and shield" strategy by producing certain documents while
withholding others concerning the valuation of the swap deal and
the calculation of loss under the deal.

The company said that allowing Giants Stadium to withhold certain
documents would permit it to use the attorney-client privilege as
a "classic and impermissible means" of hiding certain information
directly relevant to other documents it produced.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Deal With Woodlands on Deposits Approved
---------------------------------------------------------
Lehman Brothers Holdings Inc., Lehman Brothers Bancorp Inc.,
Woodlands Commercial Bank, MetLife Bank, N.A. and PNC Bank,
National Association, sought and obtained approval of a
stipulation regarding escrowed funds in connection with the
transfer of certain negotiable Master Certificates of Deposit.

In furtherance of the wind down of Woodlands' assets and
liabilities as required by the settlement agreement dated
November 30, 2010, and the capital maintenance agreement dated
November 30, 2010, Woodlands has agreed to transfer and assign
all of its rights in, and obligations with respect to, certain
negotiable Master Certificates of Deposit representing individual
certificates of deposit, all as set forth and provided for in a
deposit assignment and assumption agreement entered into by and
between MetLife, as acquirer, and Woodlands, as seller.

In accordance with the terms and conditions of the Deposit
Assignment Agreement, Woodlands has agreed to place $15 million
in escrow in order to secure certain obligations and undertakings
of Woodlands owing to MetLife and any of its employees, officers,
directors, agents and affiliates under the Deposit Assignment
Agreement, including in respect of any claims that may arise with
respect to the CDs for the period prior to the transfer of the
CDs to MetLife, all as more specifically provided for in the
Deposit Assignment Agreement.

In order to effectuate the escrow of the Escrowed Funds as
contemplated by the Deposit Assignment Agreement, Woodlands and
MetLife have entered into an escrow agreement by and among
MetLife, Woodlands and PNC, as escrow agent, for purposes of
holding and disbursing the Escrowed Funds.

MetLife and PNC have asked assurances that the Escrowed Funds
will, in all events, be held and disbursed only pursuant to and
in accordance with the specific terms and conditions of the
Escrow Agreement, and that neither LBHI nor any of its affiliated
debtor entities, or Bancorp, will assert any rights or interests
in or to the Escrowed Funds, or seek any turnover, payment or
disbursement of the Escrowed Funds, other than strictly in
accordance with the terms of the Escrow Agreement and the Deposit
Assignment Agreement, so that the Escrowed Funds will only be
available and distributable as specifically provided for, and in
accordance with, the terms and conditions of the Escrow
Agreement.

In consideration of MetLife's entry into and performance under
the Deposit Assignment Agreement and the Escrow Agreement, and
PNC's agreement to act as Escrow Agent under the Escrow
Agreement, LBHI and Bancorp wish to confirm (1) their consent and
agreement to the transfer and assignment of the CDs represented
by the Master Certificates to MetLife pursuant to the Deposit
Assignment Agreement, and (2) agreement that they will not assert
any rights to or interest in the Escrowed Funds except as
provided in the Escrow Agreement, and that the Escrowed Funds
will be held and disbursed by the Escrow Agent only as provided
for, and in accordance with, the terms and conditions of the
Escrow Agreement.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LOCAL INSIGHT: Court Sets Nov. 3 Plan Confirmation Hearing
----------------------------------------------------------
Local Insight Media Holdings obtained an order approving the
disclosure statement explaining its Chapter 11 plan and scheduling
a Nov. 3, 2011 hearing to consider the Plan.

BankruptcyData.com reports that prior to the hearing, the Debtor
filed amended versions of the  Chapter 11 Plan and Disclosure
Statement.

Judge Kevin Gross signed off on the document after Local Insight
added disclosures explaining the rationale behind releases granted
to the company's management and its majority owner, private equity
firm Welsh Carson Anderson & Stowe, according to Lance Duroni at
Bankruptcy Law360.

Local Insight and its affiliates filed the Plan in August 2011.
Local Insight expects to emerge from Chapter 11 during the fourth
quarter of 2011.

The Plan, according to Bloomberg News, is predicated on the notion
that the Company and creditors would win a lawsuit to void the
lien on what’s known as the Berry assets. The plan calls for
giving new stock to the holders of the $339.3 million secured
claim.  The disclosure statement says the lenders’ recovery will
range between 20 percent and 28 percent The holders of up to $7
million in what are known as Regatta unsecured claims will take
home 13 percent in cash.  There is a long list of creditors to
receive nothing. The classes being wiped out and their claims
include LIM Finance II term loans ($119.8 million); LIM Finance
subordinated notes ($80.7 million); and LIM Finance term loans
($138.1 million).  Emergence from Chapter 11 will be financed by a
new $35 million loan. The existing first-lien lenders have the
right to participate in the loan.

Under the Plan, which is subject to the confirmation of the Court,
the Company will emerge with a new credit facility and total debt
reduced by more than 90 percent.  The Company's senior secured
debt will be exchanged for equity in the reorganized company.  The
Plan has the support of the steering committee of the Company's
prepetition senior secured lenders.

                       About Local Insight

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

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

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

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

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


LOCATION BASED TECH: Presents at LD MICRO Invitational
------------------------------------------------------
Location Based Technologies, Inc., announced that Chief Executive
Officer, Mr. Dave Morse was scheduled to present at the LD MICRO
Invitational on Sept. 22 at 10:00 a.m. PST.  The conference is
being held at the Luxe Sunset Bel Air Hotel in Los Angeles.

"We are excited to host 15 names that we consider to be of the
highest caliber in the micro-cap space," said LD MICRO president
Chris Lahiji.

"It is an honor to be invited to present to investors at the LD
MICRO Invitational this year.  The timing of the event lines up
perfectly as we prepare for the national product launch here in
the United States later this fall," said Dave Morse, Chief
Executive Officer.

The LD MICRO Invitational showcases some of the fastest growing
and profitable names on the OTC, NASDAQ, and NYSE.

                 About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

As reported in the Troubled Company Reporter on Dec. 22, 2010,
Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based Technologies' ability to continue as a going
concern following its results for the fiscal year ended August 31,
2010.  The independent auditors noted that the Company has
incurred recurring losses since inception and has an accumulated
deficit in excess of $28,800,000 and a working capital deficit in
excess of $5,900,000.

The Company's balance sheet at May 31, 2011, showed $1.77 million
in total assets, $7.70 million in total liabilities and a $5.93
million in total stockholders' deficit.


LOS ANGELES DODGERS: Fox Fires Warning Shot on TV-Rights Auction
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fox Entertainment Group Inc. served notice it won't
sit idly by while the Los Angeles Dodgers baseball club tries to
sell television rights in violation of the existing broadcasting
license with Fox.

According to the report, Fox said in Sept. 20 court papers that it
opposes the team's retention of Lazard Freres & Co. as investment
bankers to the extent the firm would attempt to sell broadcast
rights in violation of Fox's contract.  The current arrangement
precludes the Dodgers from negotiating with anyone else until
November 2012.

The report discloses that Fox also warned the Dodgers that the
existing contract contains a confidentiality provision precluding
the team from giving Lazard or the creditors' committee details
regarding the financial provisions in the license.  The Lazard
retention comes to bankruptcy court for approval on Sept. 26.

The team, the report notes, started a process last week intended
to end with an auction for broadcasting rights beginning with the
2014 season.  To hold the auction, the Dodgers must convince the
bankruptcy judge that Fox can't enforce a right of first
negotiation or a right of first refusal in the current television
deal.  Fox also can argue that the two rights are part of an
overall contract that the team must either accept in full or
reject entirely.  If the Dodgers are required to reject the
existing TV agreement running through the 2013 season, Fox could
have a significant damage claim.  Although an unsecured
prebankruptcy claim, it might have to be paid in full so owner
Frank McCourt could retain ownership.

The hearing for approval of auction and sale procedures is
currently set for Oct. 12.

                   About the Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
listed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC listed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

Ticket holders are seeking the appointment of their own committee.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LOS ANGELES DODGERS: Taps Deloitte & Touche as Independent Auditor
------------------------------------------------------------------
Los Angeles Dodgers LLC seeks permission from the Bankruptcy Court
to employ Deloitte & Touche LLP as independent auditors.

The Debtors anticipate that Deloitte & Touche will act as their
independent auditors throughout the course of the Chapter 11
cases.  Deloitte & Touche will perform a financial statement audit
in accordance with generally accepted auditing standards, and
other services.  The objective of this audit conducted in
accordance with generally accepted auditing standards to express
an opinion on the fairness of the presentation of the Debtor's
financial statements for the year ended Dec. 31, 2010.

The Engagement Letter contemplated a fee for the audit services of
$180,000 of which was billed and paid for prior to Petition Date.
The fees for incremental 2010 audit date scope will be billed
based upon the hours actually expended by personnel multiplied by
a blended hourly rate of $375.

To the best of the Debtors' knowledge, (a) Deloitte & Touche is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code, and does not hold or represent an interest
adverse to the Debtors' estates; and (b) Deloitte & Touche has no
connection to the Debtors, their creditors, or other significant
parties as were identified by the Debtors and provided to Deloitte
& Touche.

                   About the Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
listed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC listed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

Ticket holders are seeking the appointment of their own committee.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


LYMAN LUMBER: U.S. Trustee Adds Two Members to Creditors' Panel
---------------------------------------------------------------
Habbo G. Fokkena, United States Trustee for Region 12, pursuant to
11 U.S.C. Sec. 1102(a) and (b), added two new members, Craig
Mackay and MASCO Corporation, to serve on the Official Committee
of Unsecured Creditors of Lyman Lumber Company.

The Creditors Committee now consists of:

      1. Craig Mackay
         21025 NE 169th St
         Woodinville WA 98077
         E-mail: mac.kay@frontier.com

     2. MASCO Corporation
        21001 Van Born Road
        Taylor, MI 48180
        ATTN: Julie Uram Missler
        Tel: (313) 274-7400
        E-mail: Julie_uram@mascohq.com

     3. John N. Wedekind
        16765 Luther Way
        Eden Prairie, MN 55346
        Tel: (952) 949-8955

     4. James G. Penberthy
        264 Water Street
        Excelsior, MN 55331
        Tel: (952) 474-1188

     5. Timothy C. Reuter
        Central States Pension Fund
        9377 W. Higgins Rod
        Rosemont, IL 60018
        Tel: (847) 518-9800 Ext. 3481

     6. Thea Dudley
        Division Credit Director
        Guardian Building Products
        979 Batesville Road
        Greer, SC 29651
        Tel: (864) 281-3571

     7. Gerald Manion
        Manion Wholesale Building Supplies Inc.
        1300 Garfield Ave PO Box 753
        Superior, WI 54880
        Tel: (715) 394-6605

                        About Lyman Lumber

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

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

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

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

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


M WAIKIKI: U.S. Trustee Adds One Member to Creditor's Panel
-----------------------------------------------------------
Tiffany L. Carroll, Acting United States Trustee for Region 15,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), added a member, King
Food Services, Inc., to serve on the Official Committee of
Unsecured Creditors of M Waikiki.

The Creditors Committee now consists of:

      1. Marriott Hotel Services, Inc.
         10400 Fernwood Road
         Bethesda, MD 20817
         Tel: (301) 380-3082
         ATTN: Dr. Rosemarie Schmidt, Esq.
         E-mail: Rosemarie.Schmidt@marriott.com

      2. Hawaiian Electric Company, Inc.
         900 Richards Street
         Honolulu, HI 96813
         Tel: (808) 528-2222 ext 24
         Fax: (808) 523-1869
         ATTN: Kimo Leong, Esq.
         E-mail: kcleong@hawaii.rr.com

      3. Communications Pacific, Inc.
         745 Fort St., PH
         Honolulu, HI 96813
         Tel: (808) 521-5391
         Fax: (808) 6977-6867
         ATTN: Catherine Lagareta
         E-mail: klgareta@compac.com

      4. King Food Services, Inc.
         94-272 Pupuole Street
         Waipahu, HI 96797
         Tel: (808) 671-5464
         Fax: (808) 676-8888
         ATTN: William Hughes
         E-mail: will@kingfoodservice.net

                          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., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MADISON 92ND: Investors Withdraw Bid to Dismiss Bankruptcy
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a group of investors in
Madison 92nd Street Associates LLC are backing down from their bid
to have the hotel owner's bankruptcy proceedings thrown out under
a fresh settlement struck in the case.

                        About Madison 92nd

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


MARY A II: Spur Ranch Wants Receiver to Retain Possession of Asset
------------------------------------------------------------------
Creditor Spur Ranch Enterprises, LLC, asks the U.S. Bankruptcy
Court for the Northern District of Florida to excuse the state-
court appointed from the turnover requirements under Section 543
of the Bankruptcy Code until the time as a decision is made on its
motion to dismiss The Mary A II, LLC's Chapter 11 case.

Spur Ranch is the owner and holder of a loan made by Federal Trust
Bank to the Debtor in the original principal amount of $6,650,000.
As security for the loan, the Debtor pledge certain real and
personal property as described in that certain Mortgage and
Security Agreement dated Aug. 17, 2004.  Currently, Spur Ranch is
owed approximately $8 million.

Spur Ranch relates that the Debtor breached the terms of the loan
documents by failing to make the payments due on July 17, 2009,
and each and every payment due thereafter.  The Debtor's default
resulted in the filing of an action to foreclose the mortgage on
the property and to collect on a guaranty provided by the Debtor's
principal, James Rudnick.  The action is pending in the Circuit
Court for with Eighteenth Judicial Circuit in and for Brevard
County, Florida.

On June 7, 2011, the state court appointed John Kurtz as receiver
over the property based, in part, on the Debtor's failure to
maintain the property and maintain compliance with the standards
required.

Spur Ranch asserts that the receiver must be excused from
compliance because the interest of the Debtor's creditors would
best be served by allowing the receiver to remain in possession.

Alternatively, Spur Ranch also requests that a Chapter 11 trustee
be appointed in the Debtor's case because the Debtor, among other
things:

   -- has mismanaged its affairs resulting in harm to the property
   that the receiver has spent the last three months correcting;

   -- failed to maintain complete and accurate records and to
   cooperate with the receiver in identifying the Debtor's assets;
   and

   -- has no realistic possibility of an effective reorganization.

The Court will convene a hearing on Sept. 29, 2011, at 9:00 a.m.,
to consider Spur Ranch's request to appoint trustee.

                         About Mary A II

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

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


MERCURY PAYMENT: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Durango, Colo.-based Mercury Payment
Systems LLC (MPS). The outlook is stable.

"At the same time, we assigned our 'BB-' issue-level rating and
'2' recovery rating to the company's proposed $25 million first-
lien senior secured revolver and $200 million first-lien senior
secured term loan. The '2' recovery rating indicates our
expectation for substantial (70%-90%) recovery in the event of a
payment default," S&P stated.

"MPS' ratings reflect its current narrow addressable market,
limited EBITDA base, high level of competition from entities with
significantly better resources, and the risks associated with the
build-out of its own in-house processing platforms," said Standard
& Poor's credit analyst Alfred Bonfantini. Partially tempering
these considerations are the company's advantageous, embedded
position within its distinct niche, consistently growing
profitability and cash flow, and financial metrics in line with
the rating and likely to become stronger over the near term.


MERRITT AND WALDING: BankTrust & Surety Land Appointed to Panel
---------------------------------------------------------------
Margaret A. Mahoney, Chief U.S. Bankruptcy Judge has ordered the
appointment of two unsecured creditors to serve on the Creditors'
Committee for the unsecured general creditors of Merritt and
Walding Properties, LLP:

      1. BankTrust
         c/o Henry Callaway, Esq.
         P.O. Box 123
         Mobile, AL  36601
         Tel: (251) 694-6224

      2. Bill Kahalley
         Surety Land Title, Inc.
         5909 Airport Blvd.
         Mobile, AL  36608
         Tel: (251) 343-4200
         Fax: (251) 343-1229

                About Merritt and Walding Properties

Merritt and Walding Properties, LLP, in Pt. Clear, Alabama, filed
for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 11-02322) on
June 10, 2011.  Irvin Grodsky, P.C., serves as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.  The petition was signed
by Richard T. Merritt and R. Fred Walding, as general partners.

In its schedules, the Debtor disclosed $6,166,757 in total assets
and $7,685,591 in total debts.

An affiliate of the Debtor, Richard T. Merritt (Bankr. S.D. Ala.
Case No. 11-00380) filed for bankruptcy on Feb. 1, 2011.


MRDUCS LLC: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MRDUCS LLC
        dba Patriot Tire & Auto Services
        3325 Bardstown Rd
        Louisville, KY 40228

Bankruptcy Case No.: 11-34502

Chapter 11 Petition Date: September 19, 2011

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  SEILLER WATERMAN LLC
                  462 S. 4th Street, Ste 2200
                  Louisville, KY 40202
                  Tel: 584-7400
                  E-mail: cantor@derbycitylaw.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kywb11-34502.pdf

The petition was signed by Michelle Doss, managing member.


MSR RESORT: Oct. 11 Hearing on Settlement With Singapore Fund
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the five resorts foreclosed in January by Paulson &
Co. and Winthrop Realty Trust removed the Government of Singapore
Investment Corp. as a thorn in the company’s side through an
agreement allowing the resorts to stretch out the reorganization
process.

According to the report, the resorts, in court papers filed this
week, characterized the Singapore sovereign investment fund as
their “most vocal critic” by demanding a quick conclusion to the
Chapter 11process begun early this year.  Holding $360 million in
mezzanine debt, the Singapore fund early in the case made an
unsuccessful offer to provide financing. The fund also said it
would buy the resorts for $1.475 billion. The resorts turned down
the offer as being too low. In addition, the fund unsuccessfully
sought the right to file a reorganization plan for the resorts.

The report relates that for the Singapore fund to back off and
make no more objections to exclusivity, the resorts agreed to pay
the fund’s fees, along with interest at the non-default rate plus
1.5 percentage points through Sept. 30.  Thereafter, interest will
be paid at the default rate equal to 3 percentage points more than
the contract rate.  Assuming the resorts are in control of the
Chapter 11 case, they agreed that any plan will pay the fund in
full.  If necessary, Paulson must come up with the necessary cash.
The fund’s claims must be paid in full or an auction must begin by
Sept. 1, 2012. A plan using an auction must be confirmed by Dec.
15, 2012.

The bankruptcy court in New York will hold an Oct. 11 hearing for
approval of the settlement.

                          About MSR Resort

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

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

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

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

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

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

The resorts have a letter of intent to sell the Doral Golf Resort
and Spa in Miami for $170 million. There will be an auction to
plumb for higher offers.  The owners believe that the offer
implies a value for all the resorts “significantly” exceeding the
$1.5 billion in debt.


MT. JORDAN: Wants Until Dec. 30 to Solicit Plan Acceptances
-----------------------------------------------------------
Mt. Jordan Limited Partnership asks the U.S. Bankruptcy Court for
the District of Utah to extend its exclusive period to solicit
acceptances of its proposed chapter 11 plan of reorganization
until Dec. 30, 2011.

This is the Debtor's second request for an extension of one or
both of the exclusive periods.

The Debtor relates that after filing its plan on June 30, it
continued to negotiate with potential purchaser to improve the
sale/option agreement in ways that would result in a quicker
payment of the Zions Bank secured claim and also better facilitate
a potential resolution of the Porter's Point claim.  As a result
of these further negotiations, the sale/option agreement was
amended, and the Debtor's Amended Plan dated Aug. 31, 2011, was
filed.

A hearing on the adequacy of the Disclosure Statement has been set
for Oct. 5, 2011, and the Debtor anticipates that if the
Disclosure Statement is approved by the Court at or shortly after
that hearing, a hearing on confirmation of the Plan could be
scheduled in November 2011.  The Debtor anticipates obtaining
confirmation of the Plan by no later than Dec. 30, 2011.

As reported in the Troubled Company Reporter on July 8, 2011, the
central feature of the plan of reorganization dated June 30, 2011
is a sale/option agreement, which provides a means for liquidating
the Debtor's approximately 298.75 acres of undeveloped land in
Bluffdale, Utah, at a price of $107,000 per acre, a significant
increase over the appraised value of $75,000 per acre.

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

                          About Mt. Jordan

Mt. Jordan Limited Partnership, in Draper, Utah, filed for Chapter
11 bankruptcy (Bankr. D. Utah Case No. 10-37050) on Dec. 9, 2010,
Judge R. Kimball Mosier presiding.  Steven C. Strong, Esq. --
scs@pkhlawyers.com -- at Parsons Kinghorn Harris PC, serves as
bankruptcy counsel.  The Debtor estimated its assets at $10
million to $50 million and debts at $1 million to $10 million.


MT. ZION HOLINESS: Chapter 11 Case Dismissed Over Bad Faith Filing
------------------------------------------------------------------
Bankruptcy Judge David R. Duncan dismissed the Chapter 11 case of
Mt. Zion Holiness Church, at the behest of lender Branch Banking &
Trust Company, saying the case does not meet the Fourth Circuit
test for a good faith filing.  BB&T argues that the Debtor's
Chapter 11 bankruptcy was filed for the sole purpose of delaying
BB&T's foreclosure efforts.  The only debt, secured or unsecured,
listed on the Debtor's Schedules is a mortgage on the church
building held by BB&T for $13,676.  No payments had been made to
BB&T on the debt since summer 2010.  The tax assessment value for
the Debtor's building is $257,500; however, the Debtor's pastor
testified at the hearing on BB&T's Motion that he believed the
value of the building and land was between $150,000 and $170,000
due to its age and condition.

The Fourth Circuit has set forth a two-prong test for courts to
use in determining whether to dismiss a debtor's case for lack of
good faith.  This test requires a showing of both objective
futility and subjective bad faith.

The Debtor denies that the Chapter 11 was filed in bad faith and
requests an opportunity to propose a Chapter 11 plan.

Judge Duncan, however, cited the Debtor's repeated failure to
provide requested financial information to its attorney and BB&T.
Judge Duncan also noted that the Debtor does not have the
financial ability to make plan payments sufficient to repay its
loan, and no evidence was presented by the Debtor to show a
continued ability to fund the plan.  It appears that BB&T will not
accept the Debtor's plan, whatever it proposes.

A copy of Judge Duncan's Sept. 13, 2011 Order is available at
http://is.gd/Wc71Axfrom Leagle.com.

Mt. Zion Holiness Church, aka Trustees of Mt. Zion Holiness
Church, on Broad Street in Darlington, South Carolina, filed a
chapter 11 petition (Bankr. D. S.C. Case No. 11-03630) on June 4,
2011, estimating under $1 million in both assets and debts.  A
copy of the petition is available at no charge at
http://bankrupt.com/misc/scb11-03630.pdf


NEBRASKA EDUCATIONAL: Fitch Holds 'B' Rating on $18-Mil. Bonds
--------------------------------------------------------------
Fitch Ratings affirms $18.04 million of education facility revenue
bonds issued by the Nebraska Educational Finance Authority on
behalf of Midland Lutheran College, now known as Midland
University (MU or the university), at 'B'.

The Rating Outlook is Stable.

SECURITY

The bonds are a general obligation of the college, additionally
secured by a cash funded debt service reserve.

KEY RATING DRIVERS

Weak Operations -- Sustained negative financial performance over
the past five years has depleted balance sheet resources; little
improvement in operating margin is expected over the near term.

High Leverage -- Outstanding debt continues to pressure MU's
already weak financial cushion, with related debt carrying charges
creating a substantial burden on annual operating revenues.

Recent Enrollment Gains - Increased student applications for fall
2011 reflect the absence of nearby competitor Dana College (Dana)
which closed in summer 2010, and MU's addition of marketing and
recruitment resources.

WHAT COULD TRIGGER A RATING ACTION

Deterioration in Resources: Any decline in balance sheet resources
could put downward pressure on the rating.

Growth in Core Revenues: An inability to sustain upward trend in
enrollment and related growth in student revenues will compromise
the university's ability to bring operations gradually into
balance.

CREDIT PROFILE

Fundamentally Weak Operations

The 'B' rating for MU reflects severely weakened liquidity as a
result of deeply negative operating performance over the past five
fiscal years.  To manage these losses, MU drew upon its available
funds, or cash and investments not permanently restricted.  As a
result of these draws MU's available funds totaled -$693 thousand,
as of fiscal 2010, representing -4.1% of operating expenses and
-3% of outstanding long-term debt. The absence of material
financial cushion makes MU extremely vulnerable to unexpected
operating events.

MU anticipates negative margins for fiscal 2011; however,
management expects results to improve slightly from the deeply
negative performance recorded in fiscal 2010.  Growth in student
revenues due to the influx of Dana's former students and staffing
initiatives, including an early retirement program are the primary
factors cited to improve operating results.  While MU's full year
2011 audit is not yet available, Fitch plans to review MU's credit
upon receipt of the audited fiscal 2011 financial statements,
expected in December 2011.  Further balance sheet stress caused by
deterioration of the modest improvement in operating performance
could yield negative rating action.

Closing of Dana College

MU incurred expenses to successfully transfer approximately 320
former Dana students last year, honoring existing financial
assistance arrangements and providing housing for its students.
Concurrently, the university invested in new athletic programs,
including bowling, lacrosse and wrestling.  MU believes such
investment was necessary to incentivize Dana transfers, who
participated in such athletic programs, to persist at the
university after their first year.  Of the 320 Dana students that
transferred to MU during fall 2010, over two thirds persisted for
the second year, consistent with the university's typical annual
retention rate.

Enrollment Improvement May Yield Results Over Time

Though headcount for fall 2011 declined slightly, a significant
increase in student applications and a fairly stable matriculation
rate (35%) resulted in the university enrolling its largest
freshmen class in five years.  An upward trend in enrollment and
related revenues are critical to sustained improvement in MU's
financial profile; particularly given its heavy reliance on
student generated funding sources (73% of fiscal 2010 operating
revenues).  MU invested in marketing and recruitment resources and
continues to implement annual tuition and fee increases (3%-5%) to
further solidify recent financial improvements.

Through the combination of aforementioned efforts, MU expects to
narrow losses over the next two fiscal years and achieve budgetary
balance, on a GAAP basis in fiscal 2014.  In Fitch's view, this
may prove challenging in the absence of sustained improvement in
student demand for the university.

High Debt Burden Coupled With Weak Balance Sheet Resources

MU's debt burden remains high at approximately 15%.  While MU does
not intend to issue any new debt, the university does periodically
secure small loans from local lenders to support operations.
Reflecting the severe financial stress facing the university in
fiscal 2011, MU borrowed $2.5 million from its permanently
restricted endowment pool ($11.6 million as of May 2011) which it
plans on paying back starting in fiscal 2014 from any available
sources of revenue.  Management plans to work with donors to re-
classify the remaining permanently restricted endowment funds to
unrestricted resources in order to re-build MU's available funds.
While these funds could modestly improve overall financial
flexibility, the university's resource base will remain extremely
thin through the intermediate term.

New Management and Smaller Board

Several changes in management occurred at MU over the past three
years designed to bolster educational quality, improve student
experience, and enhance fundraising capabilities.  During fiscal
2010, the board of trustees (the board) installed a new president,
while a new vice president for student development, a new vice
president for admissions and enrollment management and a new chief
academic officer took office in fiscal 2011.  The size of MU's
board also decreased by four members as seats vacated by several
directors following expiration of their terms of service were not
filled.  MU believes a smaller board will better enable the
university to focus on achieving near-term financial and
operational improvements.

Midland Lutheran College, which was rebranded Midland University
in 2010, is a private, co-educational liberal arts college located
in Fremont, Nebraska, approximately 35 miles northwest of Omaha.
The college primarily serves undergraduate students, but added
masters programs in education and professional accounting in fall
2009. Midland is affiliated with the Evangelical Lutheran Church
in America.


NEOMEDIA TECHNOLOGIES: To Issue $450,000 Debenture to YA Global
---------------------------------------------------------------
NeoMedia Technologies, Inc., on Sept. 15, 2011, entered into an
Agreement to issue and sell a secured convertible debenture to YA
Global Investments, L.P., in the principal amount of $450,000.
The closing of the transaction was held on Sept. 15, 2011.  In
addition to the Debenture, the Company also issued a warrant to
the Buyer to purchase 1,000,000 shares of the Company's common
stock, par value $0.001 per share, for an exercise price of $0.15
per share.

The Debenture will mature on July 29, 2012, and will accrue
interest at a rate equal to 14% per annum and that interest will
be paid on the Maturity Date in cash or, provided that certain
Equity Conditions are satisfied, in shares of Common Stock at the
applicable Conversion Price.  At any time, YA Global will be
entitled to convert any portion of the outstanding and unpaid
principal and accrued interest thereon into fully paid and non-
assessable shares of Common Stock at a price equal to the lesser
of $0.10 and 95% of the lowest volume weighted average price of
the Common Stock during the 60 trading days immediately preceding
each conversion date.

The Debenture is secured by certain pledges made with respect to
the assets of the Company and its subsidiaries as set forth in the
Twelfth Ratification Agreement dated Sept. 15, 2011, and that
certain Security Agreement and Patent Security Agreement both
dated July 29, 2008, by and among the Company, each of the
Company's subsidiaries made a party thereto, and YA Global.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with YA
Global, an escrow agent and WorldWide Stock Transfer, LLC, the
Company's transfer agent.

The Company will not affect any conversion, and YA Global will not
have the right to convert any portion of the Debenture to the
extent that after giving effect to that conversion, YA Global
would beneficially own in excess of 9.99% of the number of shares
of Common Stock outstanding immediately after giving effect to
such conversion, except for not less than 65 days prior written
notice from YA Global.

The Company will have the right to redeem a portion or all amounts
outstanding in the Debenture via Optional Redemption by paying the
amount equal to the principal amount being redeemed plus a
redemption premium equal to 10% of the principal amount being
redeemed, and accrued interest.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company's balance sheet at June 30, 2011, showed $8.07 million
in total assets, $129.72 million in total liabilities, all
current, $6.10 million in Series C convertible preferred stock,
$2.50 million in Series D convertible preferred stock and a
$130.26 million total shareholders' deficit.

The Company has historically incurred net losses from operations
and expects it will continue to have negative cash flows as it
implements its business plan.  The Company said there can be no
assurance that its continuing efforts to execute its business plan
will be successful and that it will be able to continue as a going
concern.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NEUROLOGIX INC: Names Adrian Adams as Chairman and CEO
------------------------------------------------------
Neurologix, Inc., announced that Adrian Adams has been appointed
Company Chairman and Chief Executive Officer effective
immediately.  In addition, Andrew I. Koven joins the Neurologix
executive team as the Company's president and chief administrative
officer.  Both Messrs. Adams and Koven will also immediately join
the Company's board of directors, with Mr. Adams assuming the role
of its chairman.

Mr. Adams brings over 30 years of experience in pharmaceutical
executive leadership with a record of successfully building
organizations, delivering successful results against short, medium
and long-term goals and creating shareholder value.  In his role
as chairman and CEO, Mr. Adams will work toward strengthening the
Company's research and development, operations and commercial
infrastructures in support of Neurologix's lead compound, NLX-
P101, which has demonstrated positive  results to date in the
treatment of Parkinson's disease.

"I am excited to join Neurologix, a company with innovative and
pioneering science at its core.  Along with new President Andrew
Koven and the current quality executive team, I look forward to
assembling over time a strong and peak-performing organization
that will build upon the Company's legacy of groundbreaking
research and development of gene therapy treatments for
Parkinson's disease and other specialty neurological conditions,
with the goal of bringing important new treatments to physicians
and their patients," said Mr. Adams.

Most recently, Mr. Adams served as President and CEO of Inspire
Pharmaceuticals, Inc., where he oversaw the commercialization of
prescription pharmaceutical products and led the company through a
strategic acquisition by global pharmaceutical leader Merck & Co.
Inc., for approximately $430 million.  Prior to Inspire, Mr. Adams
served as President and CEO of Sepracor Inc. until its acquisition
by Dainippon Sumitomo Pharma Co. for approximately $2.6 billion.
Under his leadership, Sepracor conducted multiple strategic
business development activities, including the in-licensing and
out-licensing of several products.  Prior to joining Sepracor, Mr.
Adams was President and Chief Executive Officer of Kos
Pharmaceuticals, Inc., from 2002 until the acquisition of the
company by Abbott Laboratories in December 2006 for approximately
$3.7 billion.  During his tenure he increased revenues tenfold and
led the transformation of Kos into a fully integrated and
profitable pharmaceutical company with annual revenues approaching
$1 billion.  During his 30 years of experience, Mr. Adams also
held senior marketing positions at ICI (now part of AstraZeneca),
SmithKline Beecham and Novartis.  He has extensive expertise
launching major global brands, and has driven successful corporate
development activities including financing, product acquisitions,
investments, in-licensing and company M&A activities.

The addition of Mr. Koven as Company President and Chief
Administrative Officer will also support the continued growth of
Neurologix.  As Company President, Mr. Koven will be responsible
for legal, intellectual property, corporate development and
licensing, human resources and general daily operations and will
report directly to Mr. Adams.  Mr. Koven has more than 26 years of
experience practicing law, with over 18 years of experience in the
pharmaceutical industry.  Most recently he held the position of
Executive Vice President and Chief Administrative and Legal
Officer at Inspire Pharmaceuticals, Inc., where he was responsible
for the legal, intellectual property, CD&L and compliance
departments.  At Inspire, his extensive expertise in corporate
development and licensing, securities law, litigation,
intellectual property management, compliance and corporate
governance were essential to building the Company's long-term
shareholder value and sustainable success.  Previously, Mr. Koven
served as Executive Vice President, General Counsel and Corporate
Secretary of Sepracor Inc., and as Executive Vice President,
General Counsel and Corporate Secretary at Kos Pharmaceuticals,
Inc.

The Employment Agreements provide for de minimis base salaries
until the closing of the first tranche of any new funding of
equity raised by the Company.  Thereafter, the Adams Employment
Agreement provides for an annual base salary of $550,000, and the
Koven Employment Agreement provides for an annual base salary of
$425,000, in each case, subject to annual increases no less than
the lesser of five percent and the Federal Consumer Price Index.
Pursuant to their respective Employment Agreements, Mr. Adams and
Mr. Koven have cash bonus opportunities of up to $150,000 and
$125,000, respectively, for 2011, in each case subject to the
achievement of pre-determined targets set by the Compensation
Committee of the Board.  For 2012 and subsequent calendar years,
each of Messrs. Adams and Koven will have an annual cash bonus
opportunity of up to one year of his respective base salary with a
minimum guaranteed annual cash bonus of 25% of one year of his
respective base salary; provided, however, that for 2012, the
minimum guaranteed annual cash bonus will be $550,000 for Mr.
Adams and $425,000 for Mr. Koven.

Clark A. Johnson, who has been a director of Neurologix since
February 2004, stepped down as Vice Chairman, President and CEO
upon Mr. Adams's and Mr. Koven's arrivals.  Martin J. Kaplitt,
M.D., who was a founder and has been a member of the Board since
November 1999, relinquished his position as Board Chairman upon
Mr. Adams's assumption of such role.  Both Mr. Johnson and Dr.
Kaplitt will remain on the Board of Directors.

"We thank Clark for his leadership of Neurologix and his
successful stewardship of NLX-P101 as the Company completed the
first successful Phase 2 study of a gene therapy product for
Parkinson's disease," said Dr. Kaplitt.  "We are excited and
hopeful that the experienced leadership provided by Mr. Adams and
Mr. Koven will help Neurologix secure the additional financing
needed to carry out the company's planned operations and business
activities as we continue to pursue new and, potentially, exciting
milestones in the development of gene therapy treatments for
patients in urgent need."

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEUROLOGIX INC: Authorized Common Shares Hiked to 750 Million
-------------------------------------------------------------
The Board of Directors approved an amendment to Neurologix, Inc.'s
Restated Articles of Incorporation to increase the number of
authorized shares of Common Stock from 100,000,000 to 750,000,000,
subject to the requisite approval of the Company's stockholders.
As previously disclosed, the Company is attempting to raise
additional funds in order to continue its operations beyond the
end of October, but, to date, there are no agreements or
commitments to raise such additional funds.  This amendment is
intended to ensure that there will be a sufficient number of
authorized shares of the Company's Common Stock for issuance to
investors in an offering or arrangement, after taking into account
the current outstanding shares of Common Stock and shares of
Common Stock required to be reserved for issuance upon conversion
of its outstanding preferred stock and exercise of its outstanding
warrants and options, including the Options.  In determining the
number of authorized shares of Common Stock to be increased
pursuant to the amendment, the Board also took into account the
need for additional shares for issuance to:

   (i) new management and other key employees that may be retained
       by the Company in connection with its continuing
       operations; and

  (ii) investors in future financings that may be needed to carry
       out the planned operations and objectives of the Company.

The Company intends to solicit written consents of its
stockholders by a proxy statement in order to approve this
amendment.  The amendment will be approved by the Company's
stockholders if the Company receives written consents from
stockholders representing a majority of the shares entitled to
vote on such amendment.  Upon receiving such approval, the
amendment will become effective when filed with the Secretary of
State of the State of Delaware.

On Sept. 13, 2011, the Board approved amendments to the Amended
and Restated By-Laws of the Company, which became effective on the
Effective Date.  These amendments separate the responsibilities
and duties of the Chief Executive Officer and the President.
Prior to those amendments, the responsibilities of the Chief
Executive Officer and the President were combined under one
position in the By-Laws.

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEWLAND INT'L: Fitch Cuts Rating on $220 Million Notes to 'CCsf'
----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the notes issued by
Newland International Properties, Corp. (Newland) as follows:

  -- $220 million senior secured notes downgraded to 'CCsf' from
     'B-sf'; assigned Recovery Rating of 'RR3'.

Newland is the real estate development company established to
develop the 'Trump Ocean Club International Hotel & Tower (TOC)',
a multi-use luxury tower located on the Punta Pacifica Peninsula
in Panama City, Panama.  The TOC building was officially opened to
the public on July 6, 2011.

The downgrade of the transaction reflects additional delivery
delays of finished units to buyers, and continued uncertainty over
the willingness and ability of the end-buyer to take possession of
units upon delivery.  As a result, Fitch is concerned with the
company's cash generation ability to fulfill its obligations under
the Indenture Agreement.

The company's liquidity position as of June 30, 2011 is restricted
cash of $12.8 million of which $10.5 million corresponds to the
debt service reserve account (DSRA).  The transaction's liquidity
is becoming more dependent on the timely pace of collections from
closings and future sales to meet ongoing debt-service
requirements.

Eligible receivables have decreased from $220.9 million at March
31, 2011 to $193.2 million at June 30, 2011.  This decrease is
attributed to additional defaulted units, limited generation of
receivables, and additional collections.  These eligible
receivables do not consider potential future defaults.  Fitch
believes the transaction is becoming increasingly dependent on
future sales as the potential performing receivables are now lower
than the bond balance.

Newland's management disclosed that in June 2011, the project
faced a $19.6 million construction cost overrun attributed to
delays in millwork delivery.  Newland was able to cover the cost
overrun with proceeds from sales and collections avoiding another
construction shortfall, but increasing the project's liquidity
problems.  Additional issues with the millwork provider have
delayed the completion of the building, and therefore the delivery
of units.

During 2011, a total of 20 units have been defaulted; 16 of these
units correspond to a sale with repurchase option executed by
Newland in the second quarter.  Since inception, 54 units have
been classified as defaults. Due to delays in unit delivery,
Newland has less time to resell any defaulted units placing added
pressure on the company to generate collections in order to meet
its scheduled payments.

The $41.9 million Nov. 15, 2011 debt service payment includes the
first amortization payment of $31.4 million and interest payment
of $10.5 million.  Although the DSRA is fully funded to make the
interest payment, uncertainty lies with the ability of Newland to
make the principal payment due on that date.  Newland will need to
collect at least $29.1 million in order to make the full payment
on time.  If the November payment is made from funds in the DSRA,
Newland will have 60 days to fully replenish the DSRA to avoid a
technical default.

A 'RR3' reflects a recovery between 51% and 70%.  Recovery Ratings
are designed to provide a forward-looking estimate of recoveries
on currently distressed or defaulted structured finance securities
rated 'CCCsf' or below.  Fitch has analyzed the expected cash
inflows and outflows of the project for the next three years
(remaining bond life) to estimate a recovery projection for the
project. Fitch assumed that payments from sales would be equally
distributed for the remaining life of the bond and 30% of units
would default.  Additionally, Fitch applied a 70% resale price to
the defaulted units. For further details on Recovery Ratings,
please see Fitch's reports 'Criteria for Structured Finance
Recovery Ratings'.


NEWPAGE CORP: Proposes to Employ FTI and 3 Other Firms
------------------------------------------------------
BankruptcyData.com reports that NewPage Corporation filed with the
U.S. Bankruptcy Court motions to retain:

   -- FTI Consulting (Contact: David J. Beckman) as financial
      advisor at the following hourly rates: senior managing
      director at $780 to $895, director and managing director
      at $560 to $745, consultant and senior consultant at $280 to
      530 and administrative and paraprofessional at $115 to $230;

   -- Pachulski Stang Ziehl & Jones (Contact: Laura Davis Jones)
      as co-counsel at hourly rates ranging from $245 to $895;

   -- Dewey & LeBoeuf (Contact: Philip M. Abelson) as attorney
      at the following hourly rates: partner at $700 to $1,000,
      counsel at $675, associate at $385 to $650 and
      paraprofessional at $200 to $295; and

   -- Lazard Freres (Contact: J. Blake O'Dowd) as financial
      advisor and investment banker for a monthly fee of $250,000
      and a restructuring fee of $11 million payable upon
      consummation of a restructuring.

                     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 Dec. 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.


NEXAIRA WIRELESS: Incurs $1.1 Million Net Loss in July 31 Quarter
-----------------------------------------------------------------
Nexaira Wireless Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.14 million on $408,768 of revenue for the three months ended
July 31, 2011, compared with a net loss of $1.07 million on
$270,305 of revenue for the same period during the prior year.

The Company also reported a net loss of $2.99 million on $947,826
of revenue for the nine months ended July 31, 2011, compared with
a net loss of $3.37 million on $1.30 million of revenue for the
same period a year ago.

The Company reported a net loss of US$4.66 million on US$1.74
million of revenue for fiscal 2010, compared with a net loss of
US$3.37 million on US$5.64 million of revenue for fiscal 2009.

The Company's balance sheet at July 31, 2011, showed $2.59 million
in total assets, $6.58 million in total liabilities, all current,
and a $3.99 million total shareholders' deficit.

BDO USA, LLP, in San Diego, Calif., expressed substantial doubt
about Nexaira Wireless' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations and has negative cash flow from operations,
a working capital and a net capital deficit.

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

                        http://is.gd/O1HYDj

                      About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- develops and delivers third
and fourth generation (3G/4G) wireless routing solutions that
offer speed, reliability and security to carriers, mobile
operators, service providers, value added resellers (VARS) and
enterprise customers.


NORTEL NETWORKS: Committees Win OK to Retain Advisors
-----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Nortel Networks' official committee of retired employees' motions
to retain Togut, Segal & Segal as counsel and McCarter & English
as Delaware counsel and, separately, the official committee of
long-term disability participants' motions to retain Elliott
Greenleaf as counsel and Kurtzman Carson Consultants as Web site
provider.

Nortel Networks' official committee of retirees filed with the
U.S. Bankruptcy Court motions to retain Togut Segal & Segal
(Contact: Albert Togut) as counsel at these hourly rates: member
at $800 to $935, associate/counsel at $215 to $715 and
paraprofessional/law clerk at $145 to $285 and McCarter & English
(Contact: William F. Taylor, Jr.) as Delaware counsel at these
hourly rates: partner at $375 to $825, associate/counsel at $220
to $610 and paraprofessional/law clerk at $85 to $230.

                       About Nortel Networks

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

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

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

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

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

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.

In June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco,
LP, a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July.

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


O'CHARLEY'S INC: S&P Lowers Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nashville-based O'Charley's Inc. to 'B-' from 'B'. The
outlook is negative.

"At the same time, we lowered our issue-level rating on the
company's subordinated debt to 'CCC+' from 'B-'. The recovery
rating remains '5', indicating our expectation for modest (10%-
30%) recovery in the event of a payment default," S&P stated.

"The downgrade reflects our expectation that commodity cost
inflation and the prolonged weakness in the U.S. economy will
pressure EBITDA performance in the next several quarters," said
Standard & Poor's credit analyst Andy Sookram, "and contribute to
thinner financial covenant cushion." "The EBITDAR cushion under
the adjusted debt to EBITDAR covenant declined from about 10% at
April 17, 2011 to about 6% at July 10, 2011, and we expect it to
narrow further in the near term."


ORBITZ WORLDWIDE: S&P Puts 'B' Corp. Credit Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Chicago,
Ill.-based Orbitz Worldwide Inc., including the 'B' corporate
credit rating, on CreditWatch with negative implications. "This
follows our rating action earlier in the day, when we lowered our
'CCC' rating on Travelport Holdings Ltd. to 'CC'. Affiliates of
Travelport and The Blackstone Group (which owns Travelport)
collectively own 55% of Orbitz," S&P stated.

"The CreditWatch placement is based on risks and uncertainty
regarding the possible operational and financial effects on Orbitz
of financial distress at its largest shareholder and business
partner, Travelport," said Standard & Poor's credit analyst Andy
Liu. Travelport is seeking a capital restructuring to relieve its
high debt leverage, weak liquidity, and upcoming pay-in-kind (PIK)
note maturity in March 2012. As part of the restructuring,
Travelport announced a proposed maturity extension of the
forthcoming PIK notes in two tranches, to September 2012 and
December 2016; a new issue of second-lien bank debt; and various
transfers to partially repay the outstanding PIK issue.

"According to our criteria, we view the proposed distressed
exchange as tantamount to default," said Mr. Liu.

Travelport is the global distribution system (GDS) provider to
Orbitz and issues letters of credit on Orbitz's behalf. When
Orbitz lost its ticketing authority for American Airlines,
Travelport increased its incentive payment to Orbitz under their
GDS agreement. The higher incentive payment expired in June 2011
when Orbitz regained its ticketing authority for American
Airlines. In addition, Travelport had the capacity to issue
letters of credit on behalf of Orbitz in an amount of up to $75
million (U.S. dollar denominated) to support commercial
agreements, leases, and regulatory agreements. As of June 30,
2011, there were $73 million in letters of credit issued by
Travelport for Orbitz were outstanding. In the event that
Travelport is unable to continue to service its debt and seeks a
restructuring above and beyond its current proposal, Orbitz might
need to upsize its own revolver or issue additional debt. The
credit agreement currently provides for additional first-lien
secured debt of up to $150 million as long as the pro forma senior
secured leverage ratio is not more than 4.25x.

Standard & Poor's will resolve Orbitz's CreditWatch listing after
Travelport addresses its capital restructuring. "We could lower
our rating on Orbitz if Travelport seeks to extract financial
resources from Orbitz that could in turn pressure its liquidity
and financial covenant compliance. We currently don't view this as
being likely. We could affirm Orbitz's existing rating if
Travelport can address its financial distress without negatively
affecting Orbitz. We will closely monitor Travelport's steps," S&P
related.


PENINSULA HOSPITAL: Consents to Chapter 11, Plans to Reorganize
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Peninsula Hospital Center,
of Queens, N.Y., is planning on reorganizing under bankruptcy
protection, resolving weeks of uncertainty about the fate of the
troubled community hospital.

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center in the U.S. Bankruptcy Court for the Eastern
District of New York (Case No. 11-47056) on Aug. 16, 2011.  Judge
Elizabeth S. Stong presides over the case.  Marilyn Cowhey Macron,
Esq., Macron & Cowhey, represents the petitioners.


PERKINS & MARIE: Creditors Aim to Purge Castle Harlan Claim
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for Perkins & Marie
Callender's Inc. will appear in bankruptcy court on Sept. 28
asking for permission to sue Castle Harlan Inc., the restaurant
operator's owner.

According to the report, the committee said in court filings that
it identified $72 million in disputed claims that the company
refuses to oppose.  By knocking out the claims, the committee says
the recovery by creditors will be “significantly enhanced.”  The
allegedly defective claims include $16.2 million sought by New
York-based Castle Harlan.  Where the claim says the debt is owed
for management fees, the committee says it’s really a
contractually-based return on equity that should not be
classified as debt.

The committee also contends that the restaurants didn’t receive
fair value in return for management fees in view of the
businesses’ “substandard performance.”  The committee argues that
a $55 million claim filed by Omega Trust for a percentage of
future gross sales is grossly inflated.

Mr. Rochelle relates that the restaurants’ creditors are voting on
a Chapter 11 plan leading toward a confirmation hearing on Oct.
31.  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 Inc.

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.

An Official Committee of Unsecured Creditors appointed in the case
is represented by Landis Rath & Cobb and Ropes & Gray LLP as
counsel, and FTI Consulting as restructuring and financial
advisor.

DIP lender Wells Fargo is represented by lawyers at Paul Hastings
LLP.


PERKINS & MARIE: Standard General Removed From Creditor's Panel
---------------------------------------------------------------
Roberta A. Deangelis, United States Trustee for Region 3, pursuant
to 11 U.S.C. SEC 1102(a) and (b), removed Standard General Master
Fund LP as a member of the Official Committee of Unsecured
Creditors of Perkins & Marie Callender's Inc.

The Creditors Committee now consists of:

      1. The Coca-Cola Company
         ATTN: Joseph Johnson, Esq.,
         PO Box 1734 Mailstop NAT 2008,
         Atlanta GA 30313,
         Tel: (404) 676-4150
         Fax: (404) 598-4150

      2. Wilmington Trust Company
         ATTN: Patrick J. Healy
         Rodney Square North, 1100 North
         Market Street
         Wilmington DE 19890
         Tel: (302) 636-6391
         Fax: (302) 636-4149

      3. News America Marketing
         ATTN: Joseph M Borrow
         20 Westport Road
         Wilton CT 06897
         Tel: (203) 563-6304
         Fax: (203) 563-6736

      4. Luna Family Trust
         ATTN: Ingrid Meno
         9274 Camino Paz Lane
         La Mesa CA 91941
         Tel: (619) 469-1831

      5. Northgate Station, LP
         ATTN: David F. Wilson
         PO Box 6770, Ketchum ID 83340
         Tel: (208) 726-9776
         Fax: (208) 726-1419

      7. Benjamin Monroy
         5344 E. Audrie Avenue
         Fresno CA 93727
         Tel: (559) 790-2082

              About Perkins & Marie Callender's Inc.

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.

An Official Committee of Unsecured Creditors appointed in the case
is represented by Landis Rath & Cobb and Ropes & Gray LLP as
counsel, and FTI Consulting as restructuring and financial
advisor.

DIP lender Wells Fargo is represented by lawyers at Paul Hastings
LLP.


PJ FINANCE: Torchlight Asks Court to Terminate Plan Exclusivity
---------------------------------------------------------------
Torchlight Loan Services, LLC, asks the U.S. Bankruptcy Court for
the District of Delaware to terminate PJ Finance Company, LLC's
exclusive periods to file, and solicit acceptances of, a plan of
reorganization.

Torchlight tells the Court that since the Petition Date, the
Debtors and their affiliate WestCorp have claimed that they are
best positioned to continue managing these Properties.
Accordingly, all of the Debtors' proposals have revolved around a
way to enrich the equity holders at the expense of Torchlight.
The Debtors are seeking to permanently reduce their fixed
obligations to Torchlight while reaping any and all benefits of
an improvement in valuation either upon a sale or refinance of
the reduced amount of indebtedness.

Torchlight contends that the Debtors' equity holders believe they
control the reins of the Chapter 11 cases sufficiently enough to
dictate that Torchlight take a significant haircut, while
receiving the smallest portion of the upside.  Torchlight, as the
largest creditor in these cases, has tried for over six months to
negotiate with the Debtors and to arrive at a consensual solution.
At this point in time, it appears extremely unlikely that a
consensual plan of reorganization will be filed.

Without a consensual plan of reorganization, Torchlight believes
that the Debtors' attempts to cajole Torchlight into accepting its
unreasonable proposal are simply a continued waste of the estates'
resources.  The administrative costs in this case are out of
control and the only party being damaged is Torchlight.  The
longer the Debtors are permitted to continue down this path, the
faster the estates' resources will dwindle, and the closer the
properties will get to the point of no return.

Torchlight believes that the Court should terminate the Debtors'
exclusive right to propose and file a chapter 11 plan and the
time period to obtain acceptances of the plan, because to not do
so would permit the Debtors to continue violating their fiduciary
duties to creditors.

                     Committee Backs Debtor

William E. Chipman, Jr., Esq., at Landis Rath & Cobb LLP, counsel
to the Official Committee of Unsecured Creditors, tells the Court
that over the past several months, the Committee has been pressing
both the Debtors and Torchlight to try to agree on the terms of a
consensual plan of reorganization, which would provide for a
restructuring of the Debtors' mortgage debt and a significant
distribution to general unsecured creditors.  After it became
clear that Torchlight was unwilling to support any of the Debtors'
plan proposals, the Debtors and Committee's professionals began
working diligently on formulating a confirmable plan of
reorganization that maximizes the return to all creditors in
these cases.  That effort has culminated in the Debtors and
Committee filing a Joint Plan of Reorganization.  The Joint Plan
presents the Court and creditors with a clear path for the Debtors
to successfully reorganize their business, provides for a fair and
balanced treatment to the different creditor constituencies, and
anticipates the Debtors exiting bankruptcy before year-end.

The Committee says that Torchlight has simply closed its eyes to
the alternatives available to the Debtors and the Committee under
Bankruptcy Code, and remains obstinate in its demands.
Mr. Chipman states that this willful blindness does not constitute
"cause" under the Bankruptcy Code to terminate the Debtors'
exclusive periods.  With the Joint Plan now on file, it is clear
that the Debtors have been, and continue to act towards maximizing
value for all parties-in-interest.  They are entitled to pursue
this goal, undisturbed by Torchlight's obstructionist tactics and
attempts to derail the Debtors through the filing a competing
plan, the sole goal of which is to benefit only Torchlight.
Accordingly, the Committee believes that Torchlight's motion
should be denied.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.
An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.

Torchlight is represented by:

         Paul N. Heath, Esq.
         Robert C. Maddox, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         One Rodney Square, 920 N. King Street
         Wilmington, Delaware 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701
         E-mail: heath@rlf.com
                 maddox@rlf.com

                - and -

         Monica S. Blacker, Esq.
         ANDREWS KURTH LLP
         1717 Main Street, Suite 3700
         Dallas, Texas 75201
         Tel: (214) 659-4400
         Fax: (214) 659-4401
         E-mail: monicablacker@andrewskurth.com


PJ FINANCE: Committee and Debtors File Chapter 11 Plan
------------------------------------------------------
PJ Finance Company, LLC, and the Official Committee of Unsecured
Creditors have filed a joint plan of reorganization dated
Sept. 19, 2011, and an explanatory disclosure statement.

The Plan provides for the reorganization of the Debtors through a
substantive consolidation of the Debtors and the investment of
$1O million by either the Debtors' current equity holders and a
third party investor.  Allowed administrative claims and allowed
priority tax claims will be paid from the Debtors' cash on hand.

Claims in Class 2 (Senior Lender Secured Claim), Class 5 (General
Unsecured Claims) and Class 7 (Deficiency Claim of Senior Lender)
of the Plan are impaired and the holders of the Claims will
receive distributions under the Plan.  Claims in Class 1 (Secured
Claims of Governmental Units), Class 3 (Other Secured Claims),
Class 4 (Unsecured Priority Claims) and Class 6 (General Unsecured
Cure Claims) are unimpaired by the Plan.  Holders of Class 8
(Equity Interests) will not receive any distribution under the
Plan and are deemed to have rejected the Plan.

The new money investment and the Debtors' cash on hand will be
used to pay allowed administrative claims, allowed priority tax
claims, accrued professional compensation approved by the
Bankruptcy Court, and all Claims in Classes 1, 3, 4 and 6.  In
addition, the new money investment and the Debtors' cash on hand
will also be used on the effective date to fund the general
unsecured fund which will be available to make distributions to
holders of allowed general unsecured claims in accordance with the
terms of the Plan.  The Reorganized Debtor will use funds from the
Reorganized Debtor to make all necessary payments to Class 2 and
Class 7 Claims.  In exchange for the new money investment, the
Plan Sponsors will be issued 100% of the new equity interests in
the Reorganized Debtors on the Effective Date.

The classification of claims and their respective treatment under
the plan are as follows:

     A. Administrative Claims (Non-Professional Fee Claims) will
        be paid in full, in cash, without interest on the later of
        five business days after the Effective Date;

     B. Administrative Expense Claims (Professional Compensation
        and Reimbursement Claims) will be paid in full, in cash
        without interest.

     C. Priority Tax Claims will be paid in full, in cash, without
        interest on the later of (i) five business days after the
        effective date, (ii) five business days after the date the
        allowed priority tax claim becomes allowed and (iii) the
        date the claim is payable.

     D. Class 1 (Secured Claims of Unimpaired) will be paid the
        full amount in cash by the later of five business days
        after the effective date or the date on which the claim
        becomes an allowed or will be paid in full in equal
        monthly payments commencing no later than 30 days after
        entry of the Confirmation Order.

     E. Class 2 (Senior Lender Secured Claim) will receive the
        new senior debt.

     F. Class 3 (Other Secured Claims) will be paid the full
        amount in cash, by the later five business days after the
        effective date, or the date on which the claim becomes an
        allowed other secured claim.

     G. Class 4 (Unsecured Priority Claims) will be paid the full
        amount in cash, by the later of five business days after
        the Effective Date, or the date on which the claim becomes
        an allowed unsecured priority claim.

     H. Class 5 (General Unsecured Claims) will receive pro rata
        cash distributions from the net general unsecured fund
        the later of 60 business days after the effective date, or
        10 business days after the date on which it becomes an
        allowed general unsecured claim.

     I. Class 6 (General Unsecured Cure Claims) will be paid 100%
        of the allowed amount of the claims, within five business
        days after claim becomes an allowed general unsecured cure
        claim.

     J. Class 7 (Senior Lender Deficiency Claim) will receive the
        new senior unsecured note.

     K. Class 8 (Equity Interests) will receive no property or
        distribution under the Plan.

A copy of the Joint Disclosure Statement is available for free at:
http://bankrupt.com/misc/PJFINANCE_disclosurestatement.pdf

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.
An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


QUALITY DISTRIBUTION: Amends Form S-3 Registration Statement
------------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.1 to Form S-3 registration
statement in connection to the Company's plan to offer and sell,
from time to time, in one or more series or issuances and on terms
that the Company will determine at the time of the offering, any
combination of common stock, preferred stock and debt securities,
up to an aggregate amount of $35,000,000.  In addition, the
Company's stockholders may offer and resell, from time to time, up
to 7,882,530 shares of the Company's common stock.  The Company
will provide specific terms of any offering in a supplement to
this prospectus.  Any prospectus supplement may also add, update,
or change information contained in this prospectus.

The Company's common stock is traded on The NASDAQ Global Market
under the symbol "QLTY."  The last reported sale price on July 19,
2011, was $12.24 per share.  The Company will provide information
in any applicable prospectus supplement regarding any listing of
securities other than shares of our common stock on any securities
exchange.

A full-text copy of the amended prospectus is available at no
charge at http://is.gd/9DbnFN

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company's balance sheet at June 30, 2011, showed
$279.36 million in total assets, $392.72 million in total
liabilities, and a $113.35 million total shareholders' deficit.

                         *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


R & J MOTORS: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: R & J Motors, Corp.
                aka Autos Del Caribe
                Urb. Crown Hill, MSC 549
                Ave. Winston Churchill
                San Juan, PR 00926

Case Number: 11-07952

Involuntary Chapter 11 Petition Date: September 18, 2011

Court: District of Puerto Rico (Old San Juan)

Petitioners' Counsel: Alexis Fuentes Hernandez, Esq.
                      FUENTES LAW OFFICES
                      P.O. Box 9022726
                      San Juan, PR 00902-2726
                      Tel: (787) 722-5216
                      Fax: (787) 722-5206
                      E-mail: alex@fuentes-law.com

Creditors who signed the involuntary Chapter 11 petition:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Angel R. Marzan Santiago Professional           $10,937
P.O. Box 363688          Services
San Juan, PR 00936-3688

Impact Extermination,    Professional           $1,424
Inc.                     Services
Rene Diaz
HC-03 Box 10986
Gurabo, PR 00778

Walter Martinez          Professional           $2,694
PMB Suite 229            Services
P.O. Box 70158
San Juan, PR 00936-8158


RAY ANTHONY: Court Vacates Order to Show Cause, Hearing Canceled
----------------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania vacated the order to show cause
as to why Ray Anthony International, LLC's counsel must not be
sanctioned, or the case dismissed or converted to Chapter 7 for
failure of the Debtor to file a Plan and Disclosure Statement.
The Sept. 1, 2011, hearing is also canceled.

                About Ray Anthony International

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


ROTHSTEIN ROSENFELDT: Banyon Capital Settles Ponzi Suit for $10MM
-----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the largest
feeder fund in Scott W. Rothstein's Ponzi scheme will pay at least
$10 million to exit a suit brought by Rothstein Rosenfeldt Adler
PA's bankruptcy trustee, according to a settlement agreement filed
Tuesday in Florida bankruptcy court.

Under the terms of the deal, George Levin, his wife Gayla Sue
Levin, his hedge fund Banyon Capital LLC and other Banyon-related
entities will liquidate their assets and hand over the proceeds to
trustee Herbert Stettin, Law360 relates.  The trustee will keep
85 percent of any.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROUND TABLE: Court Okays Meyers Harrison as Financial Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Round Table Pizza, Inc., to employ Meyers, Harrison &
Pia, LLC, as financial consultant for First Bankers Trust
Services, Inc. effective as of July 13, 2011.

According to the Troubled Company Reporter on Sept. 13, 2011, FBTS
was appointed as the sole discretionary, independent and
institutional trustee of the Round Table Restated Employee Stock
Ownership Plan and Trust.

The professional services that MHP will render to FBTS include,
without limitation:

   (a) analyzing the financial implications to the Round Table
       Restated Employee Stock Ownership Plan and the Round Table
       Restated Employee Stock Ownership Trust as a result of the
       pending bankruptcy action and plan of reorganization of
       Round Table Pizza, Inc.; and

   (b) analyzing the current compensation arrangements with RTP's
       management as well as any accrued compensation balances in
       order to advise FBTS of alternative arrangements including
       the possibility of the implementation of a synthetic
       equity plan.

MHP's fees will be based on hourly rates and will be $45,000 to
$95,000 for compensation consulting and bankruptcy financial
consulting and will not exceed $70,000 without first notifying
FBTS.

MHP said it will obtain prior written approval for any out-of-
pocket expenses related to valuation that exceed $500 and any out-
of-pocket expenses related to travel that exceed $2,500.

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

                        About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


ROUND TABLE: Court OKs Cooper White for Franchise Litigation
------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Round Table Pizza,
Inc., to employ Cooper, White & Cooper LLP as counsel for the
special purpose of providing franchise litigation advice and
representation.

Robert Ebe, Esq., a member of the firms assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                        About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


ROUND TABLE: Hearing on More Exclusivity Sept. 30
-------------------------------------------------
The Hon. Roger L. Efremsky of the the U.S. Bankruptcy Court for
the Northern District of California entered an order extending
Round Table Pizza Inc., et al's exclusive period during which no
party other than the Debtor may file a plan through and including
Sept. 30, 2011.

There will be a continued hearing on Sept. 30, 2011, at 9:00 a.m.
to consider whether there should be a further extension of the
exclusive period during which no party other than the Debtor may
file a plan.

As reported in the Troubled Company Reporter on Aug. 26, 2011,
Judge Efremsky extended until Sept. 1, 2011, Round Table Pizza
Inc., et al's exclusive period to file a proposed chapter 11 plan.

The Debtors have already filed a proposed Chapter 11 Plan of
Reorganization.  The Debtors will begin soliciting votes on the
Plan following approval of the adequacy of the information in the
explanatory Disclosure Statement.

                       About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


RQB RESORT: Goldman Sachs May Acquire Sawgrass Resort Next Month
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lender Goldman Sachs Mortgage Co. is near the
finish line in efforts begun early last year to take over the
Sawgrass Marriott Resort in Ponte Vedra Beach, Florida.

According to the report, the U.S. Bankruptcy Court in
Jacksonville, Florida, signed an order this week approving a
disclosure statement explaining Goldman Sachs’ Chapter 11 plan for
the resort and setting Oct. 18 as the date for the confirmation
hearing to approve the plan.  The plan would give New York-based
Goldman Sachs ownership of the resort.

After the resort’s Chapter 11 filing in March 2010, disputes
between the resort and Goldman Sachs came to a head in January
when the bankruptcy judge ruled in favor of the investment bank by
concluding that the property was worth $132 million, compared with
the $193 million balance on the lender’s mortgage. The resort
filed a motion for reconsideration and lost, Mr. Rochelle
recounts.

Mr. Rochelle relates that along with ownership, the plan gives
Goldman Sachs an unsecured deficiency claim for almost $64
million.  Trade suppliers with $190,000 in claims will recover
half their debt.  The plan calls for terminating the management
agreement with Interstate Hotels & Resorts LLC. Interstate’s claim
will be in a separate class with the Goldman Sachs deficiency
claim.  Together, the disclosure statement says they will recover
about 3% from splitting up some $2.3 million in cash.  In return
for ownership, Goldman Sachs agreed to give releases to the
resort’s principals. The franchise agreement with Marriott
International Inc. will continue under Goldman Sachs’ ownership,
the plan says.

                        About RQB Resort LP

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-01596) on March 1, 2010.
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SAAB AUTOMOBILE: Appeals Court Grants Bankruptcy Reprieve
---------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that a Swedish appeals
court on Wednesday gave Saab Automobile AB protection from
creditors while it reworks its operations and tries to finalize a
joint venture with Chinese investors in hopes of staving off a
looming bankruptcy threat.

According to Law360, the appeals court overturned a lower court's
refusal of Saab's voluntary reorganization petition earlier this
month, finding the company had a reasonable chance for survival.
The lower court had seen little hope for Saab and as a result
little reason to allow its attempt at reorganization, the report
says.

                      About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars
NV.

In early September 2011, two unions, representing managers and
administrative employees, asked Vaenersborg District Court in
Sweden to put the carmaker into bankruptcy .

The court on Sept. 9 rejected Saab's petition for protection from
creditors.  The tribunal said on its Web site that Saab filed the
appeal on the Sept. 9 decision.

Saab has sought creditor protection to give it time until a
promised investment of EUR245 million from car firms Pangda
Automobile Trade Co. Ltd. and Zhejiang Youngman Lotus Automobile
gets the nod from Chinese authorities.

Saab on Sept. 19 said it has arranged EUR70 million (US$96
million) in bridge financing with the help of a Chinese guarantee.

Swedish Automobile N.V. disclosed that Saab Automobile AB and its
subsidiaries Saab Automobile Powertrain AB and Saab Automobile
ToolsAB received approval for their proposal for voluntary
reorganization from the Court of Appeal in Gothenburg,
Sweden on on Sept. 20.  The purpose of the voluntary
reorganization process is to secure short-term stability while
simultaneously attracting additional funding, pending the inflow
of the equity contributions by Pang Da and Youngman.

The Swedish Company Reorganization Act says that an application
shall not be approved unless there is reasonable cause to assume
that the purpose of the reorganization will be achieved.  In the
Sept. 20 decision, the Court of Appeal has found that such
conditions exist, thereby overturning an earlier ruling by the
District Court inVänersborg, Sweden.

As a consequence of the Court of Appeal ruling, Saab Automobile
will request for the bankruptcy filings by unions IF Metall,
Unionen and Ledarna to be cancelled.


SOLYNDRA LLC: Argonaut & Madrone on Lawmakers' Crosshairs
---------------------------------------------------------
Reuters' JoAnne Allen and Roberta Rampton report that the U.S.
House of Representatives Energy and Commerce committee wants
Argonaut Private Equity and Madrone Capitol to turn over documents
related to Solyndra LLC's $535 million federal loan guarantee, its
canceled initial public offering and their communications with the
Obama administration.

Reuters says the lawmakers have been probing whether politics
influenced government loans to Solyndra. Argonaut is backed by
Obama fundraiser George Kaiser, while Madrone is affiliated with
the Walton family which founded Wal-Mart Stores Inc.

According to Reuters, Republicans want to know more about how the
company's debt was restructured earlier this year, "putting the
venture capitalists at the front of the line, ahead of taxpayers,
in the event of bankruptcy, which was in violation of the plain
letter of the law," Energy Committee chairman Fred Upton said in a
statement.

In identical letters to the firms, the lawmakers asked for
material by Sept. 28.

Reuters relates the committee will hold a hearing on Friday with
Solyndra executives, who have said through their attorneys that
they will invoke their Fifth Amendment rights to avoid self-
incrimination and will not answer questions.

                        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: May Face Trustee If Executives Take the Fifth
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if Solyndra LLC executives scheduled to testify
today, Sept. 23, before a Congressional committee invoke their
constitutional rights and refuse to answer questions, the race is
on to see who will be first to file a motion for the appointment
of a Chapter 11 trustee or examiner.

According to the report, the argument could be made that if
executives are concerned that testimony might be used against them
in criminal proceedings, there at minimum should be an
investigation by an examiner.  The argument against appointing a
trustee isn't as forceful as it could be in most Chapter 11 cases
because Solyndra halted operations just before the bankruptcy
filing.

Still, the Company could argue that ousting executives across the
board would diminish chances for a successful sale.  If someone
files a motion for a trustee and it's denied, bankruptcy law
requires the appointment of an examiner.  Bankruptcy judges
sometimes take the sharp edges off an examiner by limiting the
budget for an investigation.

Mr. Rochelle notes that Mary F. Walrath, the chief bankruptcy
judge in Delaware, could have at least two concerns regarding the
issue.  First, the manufacturer of solar energy panels has become
a political football, with elected representatives clamoring for
investigation. Second, a bill is pending in the House of
Representatives that would end the reign of Delaware over major
Chapter 11 filings. Defeating a move for a Solyndra examiner
could help unseat the lucrative bankruptcy business Delaware
enjoys.

                        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 scheduled a Sept. 27 hearing for Judge Walrath to set up
auction and sale procedures designed to sell the assets no later
than Dec. 1.  If Judge Walrath agrees, bids would be due initially
on Oct. 25, followed by an Oct. 28 auction and a hearing on Nov. 2
for approval of the sale. Even though it received a $535 million
governmentguaranteed loan, Solyndra filed for Chapter 11
reorganization on Sept. 6 after halting operations and was raided
two days later by the Federal Bureau of Investigation, executing a
search warrant in conjunction with the U.S. Energy Department.

                        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.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.


SOLYNDRA LLC: U.S. Trustee Appoints 7-Member Creditor's Panel
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed seven unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Solyndra LLC.

The Creditors Committee members are:

      1. Schott North America, Inc.
         ATTN: Michael Kitts
         555 Taxter Road,
         Elmsford, NY 10523,
         Tel: (914) 831-2224
         Fax: (914) 831-2201

      2. MGS Manufacturing Group, Inc.
         ATTN: Jeff Kolbow,
         W188 N11707 Maple Road
         Germantown, WI 53022
         Tel: (262) 255-5790
         Fax: (262) 250-3730

      3. Certified Thermoplastics Co. Inc.
         ATTN: Robert Duncan
         26381 Ferry Court
         Santa Clarita
         CA 91350
         Tel: (661) 222-3006
         Fax: (661) 222-3009

      4. West Valley Staffing Group
         ATTN: Teresa Kossayian
         390 Potrero Avenue
         Sunnyvale, CA 94085
         Tel: (408) 735-1420
         Fax: (408) 735-1314

      5. Plastikon Industries Inc.
         ATTN: Mark Petri
         688 Sansoval Way
         Hayward, CA 94544,
         Tel: (415) 308-6133
         Fax: (510) 400-1117

      6. VDL Enabling Technologies Group
         ATTN: Simon Bambach
         Wekkerstraat 1, 5652 An
         Eindhoven NL
         Tel: (31) 65-3130048
         Fax: (31) 40-2638240

      7. Peter M. Kohlstadt

                        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.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.


STILLWATER MINING: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Billings, Mont.-based Stillwater Mining Co. The
rating outlook is stable.

At the same time, Standard & Poor's assigned an issue-level rating
of 'B' (same as the corporate credit rating) to the company's
proposed $300 million senior unsecured notes due 2016. The
recovery rating is '3', indicating the expectation of meaningful
(50%-70%) recovery for noteholders in the event of a payment
default. The company intends to use the proceeds from this
offering to fund its previously announced acquisition of Peregrine
Metals Ltd. and for general corporate purposes, including ongoing
development and expansion projects.

In addition, Standard & Poor's lowered its issue-level rating on
the company's $181.5 million senior convertible debentures due
2028, to 'B' (same as the corporate credit rating) from 'B+', and
revised the recovery rating to '3', indicating the expectation for
meaningful (50%-70%) recovery in the event of a payment default,
from '2'.

"The affirmation of the 'B' corporate credit rating reflects our
assessment that the company's previously announced mine
development projects will require significant capital spending in
the next two to three years," said Standard & Poor's credit
analyst Maurice Austin. "We expect that this will result in
negative free cash flow and increased balance sheet debt over the
next several years."

Still, Standard & Poor's expects Stillwater's operating
performance to continue to benefit in the near term from
historically high PGM prices and increasing end-market demand
resulting from improvement, albeit gradual, in the economy. Since
the beginning of 2010, prices for palladium and platinum have
risen about 75% and 22%, respectively.

Stillwater is a small producer of palladium and platinum and
recycles PGMs from auto catalysts. The majority of its production
comes from two underground mines, which indicates limited
operating diversity and leaves the company vulnerable to
production disruptions and other unforeseen operating events,
given the inherent risks in underground mining.

The company also may require additional debt financing during the
next several years to help fund its aggressive capital spending
plans associated with its planned acquisition of Canadian
exploration company Peregrine Metals Ltd. Peregrine owns the Altar
porphyry copper-gold deposit, a large, undeveloped open-pit
resource located in San Juan, Argentina.

"We believe that Stillwater's recently announced acquisition of
Peregrine Metals Ltd., for $451 million, will ultimately enhance
its geographic and commodity diversification," Mr. Austin said.


SUITES AT NEW ORLEANS: Case Summary & 10 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Suites at New Orleans, L.L.C.
        dba Canal Street Hotel
        5435 Chelsenwood Dr.
        Duluth, GA 30097
        Tax ID / EIN: 16-1701886

Bankruptcy Case No.: 11-13046

Chapter 11 Petition Date: September 19, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Lee Phillips, Esq.
                  2120 Bienville Street
                  New Orleans, LA 70112
                  Tel: (504) 236-0168
                  E-mail: leejphillips@hotmail.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/laeb11-13046.pdf

The petition was signed by Jitendra K. Patel, managing member.


SUMMER VIEW: Sept. 28 Hearing on Owner vs. Receiver Dispute
-----------------------------------------------------------
Summer View Sherman Oaks, LLC, has asked the U.S. Bankruptcy Court
for the Central District of California to compel Clyde Holland,
the state court appointed receiver, to turnover the property of
the Debtor.

The Debtor related that on Aug. 28, 2011, the Superior Court of
California, County of Los Angeles, appointed on an ex parte basis
Mr. Holland of Holland Residential as receiver of the 169-unit
apartment building of the Debtor located in Los Angeles County,
15353 Weddington Street, Sherman Oaks, California.  Holland
Residential (California), Inc., was appointed to manage the
property.

The Debtor related that its principal Sonia Sobol, as trustee of a
family trust, is the most capable manager of the property and must
be entrusted to control the property for the benefit of lender and
all other creditors.

The Debtor maintained that there was no necessity to appoint a
receiver and his management company, had the U.S. Bank approved
appointment of the reputable local management company in March 23,
2011, when the Debtor requested it.

                            Objections

U.S. Bank National Association, as trustee for the Registered
Holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2004-C14 filed its
opposition to the Debtor's motion to compel the receiver to turn
over the property of the Debtor.

U.S. Bank asserted that prior to the bankruptcy -- during the
period that Ms. Sobol controlled the property -- several hundred
thousand dollars in rents disappeared.  Ms. Sobol blamed Mashcole
Property Management for the missing rents, but the fact remains
that rents disappeared over several months while Ms. Sobol was in
control of the property.

The lender related that creditors of the estate would be better
served if the receiver remains in place.  The lender noted tha
since the receiver took control and possession of the property,
the income and expenses at the property have been properly
accounted for.  The receiver has now managed the property for
several months, including rent collection, default notices,
touring and leasing activities, repairs, and maintenance.

Mr. Holland also submitted its limited opposition to the Debtor's
motion to compel the receiver to turn over the property of Debtor
explaining that he will comply with the Court's decision regarding
the turnover of the subject property, as requested in Debtor's
motion, or the release from compliance under section 543(d), as
requested in lender's Motion, once these motions are decided by
the Court.

Mr. Holland's limited opposition was meant to address the Debtors
inaccurate or incomplete statements regarding: (a) the location
of the receiver, his company, Holland Residential, LLC, and
Holland's property management affiliate company, Holland
Residential (California), Inc.; and (2) costs incurred by the
Receiver in connection with the property.

           Debtor's Response to U.S. Bank's Objections

In response to U.S. Bank's objections, the Debtor said that the
lender's allegations that the Debtor had anything to do with the
mismanagement of the property are false and misleading.  The
Debtor explained that at all times, the Debtor's property in
Sherman Oaks was under the management of professional management
companies.  At no time has the Debtor had access to such accounts
of any management company for the property, and therefore, the
lender's allegations that the Debtor is responsible for the
purportedly missing amount of $300,000 from December 2010 to April
2011, are baseless and not supported by any evidence, the Debtor
added.

The Court will convene a hearing on Sept. 28, 2011, at 10:00 a.m,
to consider the Debtor's motion on property turnover.

U.S. Bank is represented by:

         Alan D. Smith, Esq.
         Jeffrey S. Goodfried, CSBA 253804
         PERKINS COIE LLP
         1888 Century Park East, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 788-9900
         Fax: (310) 788-3399
         E-mails: ADSmith@perkinscoie.com
         JGoodfried@perkinscoie.com

                About Summer View Sherman Oaks LLC

Summer View Sherman Oaks LLC, aka Summer View Sherman Oaks
Apartments LLC, a single-asset real estate company, is the owner
of a 169-unit apartment building locate at 15353 Weddington
Street, in Sherman Oaks, California.  The Company filed for
bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800)
on Aug. 15, 2011.  The West Hollywood, California-based Company
estimated assets and liabilities of $10 million to $50 million.
Judge Alan M. Ahart presides over the case.  Terry D. Shaylin,
Esq., at Karasik Law Group, LLP, serves as the Debtor's bankruptcy
counsel.  The petition was signed by Sonia Sobol, member.


TETON AIR: Sec. 341 Creditors' Meeting Continued to Sept. 28
------------------------------------------------------------
The United States Trustee for the District of Idaho will continue
a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of Teton Air Ranch LLC on Sept. 28, 2011, at 8:30
a.m. at Pocatello - US Courthouse, Jury Assembly Room 177.

The first meeting was held Aug. 31, 2011.

Teton Air Ranch LLC, in Pocatello, Idaho, filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 11-41190) on July 18, 2011.
Judge Jim D. Pappas presides over the case.  Daniel C. Green,
Esq., at Racine Olson Nye Budge & Bailey, serves as bankruptcy
counsel.  In its petition, the Debtor estimated $10 million to $50
million in assets and debts.  The petition was signed by Corey
Simon, authorized representative.


THORNBURG MORTGAGE: Citi Unit, Others Want $2BB Trustee Suit Axed
-----------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that units of Citigroup
Inc., JPMorgan Chase & Co. and other banks asked a Maryland
bankruptcy judge Tuesday to dismiss a $2.1 billion adversary suit
accusing the financial giants of making unfair margin calls and
other agreements that brought Thornburg Mortgage Inc. to its
knees.

As reported by the Troubled Company Reporter on May 3, 2011, the
TMST Trustee sued Wall Street banks for $2.2 billion, alleging
they engaged in series of "collusive" and "predatory" schemes that
eventually drove Thornburg into bankruptcy.  The defendants
include:

     * J.P. Morgan Chase & Co.,
     * Citigroup Inc.,
     * Goldman Sachs Group Inc.,
     * Bank of America,
     * Countrywide Home Loans,
     * subsidiaries of Barclays PLC,
     * Credit Suisse Group,
     * Royal Bank of Scotland Group PLC, and
     * UBS AG

In the suit against BofA and Countrywide, the Trustee contends
Countrywide misrepresented the nature of hundreds of home loans
securitized and sold to Thornburg in 2006; and that Bank of
America, now Countrywide's parent, has "engaged in an elaborate
corporate shell game" intended to shed Countrywide's liabilities.
The Trustee is asking the bankruptcy judge overseeing the
Thornburg case to force the bank to repurchase the loans.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


UNIGENE LABORATORIES: Divests SDBG Patent Portfolio
---------------------------------------------------
Unigene Laboratories, Inc., divested its non-core asset, Site
Directed Bone Growth (SDBG), by assigning seven patent
applications to Kieran Murphy, LLC.  In addition, Unigene
terminated an Exclusive License Agreement and Consulting Agreement
with Kieran Murphy, LLC, as well as a License Option Agreement and
Research Agreement with Yale University.  In exchange for the
assignment of the patents, Unigene will receive sales royalties in
excess of 7% and will receive 40% of any future licensing revenue
or 40% of all considerations received upon the subsequent sale of
the SDBG patent portfolio by Kieran Murphy, LLC.

Kieran Murphy, LLC, is a development stage company founded by the
internationally renowned clinical key opinion leader Dr. Kieran
Murphy.  Dr. Murphy is the Vice Chair and Chief of Medical Imaging
at the University of Toronto in Toronto, Ontario.  He recently
left Johns Hopkins Hospital where he was the Director of
Interventional Neuroradiology from 1998 to 2008.  He has published
over 100 peer-reviewed articles and has over 50 patents pending or
issued worldwide.  He is considered to be one of the most
innovative specialists in the use of radiology guidance in the
treatment of vascular brain and spinal disorders.

Dr. Murphy stated, "I recognize the tremendous value in the Site
Directed Bone Growth Program and also recognized Unigene's need to
focus on the strength of its oral delivery platform and cleanly
exit the collaboration we began several years ago."  Murphy added,
"With the IP necessary to exploit this invention squarely in the
hands of my company, we will quickly be able to move SDBG into a
proof of concept study in a target population investigating the
effect of bone compatible cements in combination with a bone
anabolic agent on new bone growth in vertebral body adjacent to a
vertebra undergoing vertebroplasty.  Once the relevance and
superiority of this approach is established, our intent is to
identify and license potential partners within the medical device
space who recognize how important the addition of a biologic is to
the surgical outcome."

Greg Mayes, Vice President of Corporate Development and General
Counsel of Unigene, stated, "SDBG was the one remaining non-core
asset that did not fit Unigene's high valuation drug development
and oral peptide drug delivery strategy.  We have now found an
excellent home for this otherwise valuable asset.  We have every
confidence that Dr. Murphy will apply the right resources and
expertise to quickly demonstrate proof of concept and license out
the opportunity to one or more competent commercialization
partners.  With more than 7% royalties and 40% of any licensing or
sales proceeds, Unigene will more than recoup what it has invested
in the SDBG program to date and should ultimately secure a
satisfactory return on its investment.  We wish Dr. Murphy every
success with the Program."

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $21.79
million in total assets, $76.33 million in total liabilities and a
$54.53 million total stockholders' deficit.


VALENCE TECHNOLOGY: Board Adopts RSU Award Agreements
-----------------------------------------------------
The Compensation Committee of the Board of Directors of Valence
Technology, Inc., approved and adopted a form of performance based
restricted stock unit award agreement and a form of standard (non-
performance based) restricted stock unit award agreement.  The
foregoing agreements may be used from time to time in connection
with awards pursuant to the Company's 2009 Equity Incentive Plan.

On Sept. 15, 2011, the Compensation Committee granted 222,220
performance-based restricted stock units to Randall J. Adleman,
the Company's Vice President of Sales and Marketing, under the
Plan.  In the event that the Company achieves certain quarterly
revenue levels for each of the fiscal quarters ended Sept. 30,
2011, through June 30, 2012, then the RSU Award will vest as to a
specified number of shares on the second trading day after the
Company files its Form 10-Q Quarterly Report or its Form 10-K
Annual Report for that period.  If a minimum quarterly revenue
amount is not achieved for any quarter, then no portion of the RSU
Award will vest for that quarter.  If a minimum revenue level is
achieved for a quarterly period, then a designated number of
shares subject to the RSU Award will vest based on the Company's
revenue for such quarter.

Additionally, if the market value of the restricted stock units
that vest on any quarterly vesting date is lower than the
predetermined minimum award value set forth for such number of
shares in the table above, the Company will pay to Mr. Adleman a
cash award equal to the difference between the predetermined
minimum award value for that quarter and the market value of the
shares subject to the portion of RSU Award that vests on such
vesting date.  The RSU Award is further subject to the terms and
conditions set forth in the form of performance restricted stock
unit agreement.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on $45.88
million of revenue for the year ended March 31, 2011, compared
with a net loss of $23.01 million on $16.08 million of revenue
during the prior year.

The Company's balance sheet at June 30, 2011, showed $44.74
million in total assets, $90.58 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$54.45 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VILA & SON: Auctioneers Prepare to Sell Off Assets
--------------------------------------------------
Douglas Hanks at The Miami Herald reports that Vila & Son
Landscaping will dissolve one bid at a time as auctioneers prepare
to sell off the company's assets.

Miami Herald relates that the liquidation of the Vila & Son comes
several months after the company announced it was laying off all
650 of its workers if it couldn't find a buyer for the distressed
operation that once thrived during the boom times of Florida real
estate, with almost $60 million in sales a year.

According to the report, Moecker Auctions will auction off the
landscaper's equipment at four former Vila & Son locations
throughout Florida.  The Vila equipment, including flatbed
trailers, riding mowers and backhoes, is valued between $3 million
and $5 million, the report discloses.

Based in Miami, Florida, Vila & Son Landscaping, Corp. --
http://www.vila-n-son.com/-- provides landscape, irrigation,
hardscape, grading and site work, large tree relocations,
mitigation, fertilization, insect disease control, arbor care,
floriculture, and value-added pre-construction services.  The
company also offers nursery and tree farms.


WEB.COM GROUP: S&P Assigns Prelim. 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Jacksonville, Fla.-based Web.com Group
Inc. The outlook is stable.

"At the same time, we assigned the company's proposed $600 first-
lien term loan and $50 million revolver a preliminary issue-level
rating of 'B' (at the same level as the preliminary corporate
credit rating), with a preliminary recovery rating of '3',
indicating our expectation of meaningful (50% to 70%) recovery
for debtholders in the event of a payment default. We assigned the
company's proposed $150 second-lien term loan a preliminary issue-
level rating of 'CCC+' (two notches below the preliminary
corporate credit rating), with a preliminary recovery rating of
'6', indicating our expectation of negligible (0% to 10%) recovery
for debtholders in the event of a payment default," S&P noted.

"The rating and outlook reflect our expectation that Web.com will
generate positive discretionary cash flow and steadily reduce
debt, absent a leveraging transaction," said Standard & Poor's
credit analyst Chris Valentine.

"We expect Web.com's debt leverage will decline over time,
consistent with our expectation of EBITDA growth, and that the
company will use positive discretionary cash flow in part to pay
down debt. We assess Web.com's business risk profile as weak
because of integration risk from the acquisition and tough
competition among Web services providers for small and midsize
business spending. We view the financial risk profile as highly
leveraged based on the company's high lease-adjusted debt-to-
EBITDA ratio of 8.3x on a GAAP basis, or 5.7x on a cash basis,
which is consistent with the indicative ratio of 5x or greater
that we associate with a highly leveraged financial risk profile.
In addition, we see the potential for ongoing acquisition
activity. These risks are only partially offset by the company's
potential for increased cross-selling of its services among the
Web.com suite of higher margin, nondomain Web products if the
acquisition is successfully integrated," S&P noted.

"The stable outlook reflects our view that Web.com should be able
to generate positive discretionary cash flow and gradually reduce
debt, absent a leveraging transaction. An upgrade scenario likely
would entail an improvement in the EBITDA margin as a result of
market share gains in the non-domain name businesses, while
maintaining consistent positive discretionary cash flow.
Additional elements of an upgrade scenario likely would be the
ratio of discretionary cash flow plus interest expense over
interest expense approaching the mid-2x area on a sustained basis
while increasing market share in domain name and Web services. We
could lower the rating if the company encounters tougher price
competition, or if market share losses continue, possibly as a
result of increased competition, causing discretionary cash flow
to swing negative; or if the company cannot successfully diversify
away from the low-margin, commodity-like domain name service
business over time," S&P stated.


WEST CORP: Board Adopts Senior Management Retention Plan
--------------------------------------------------------
The Board of Directors of West Corporation adopted the West
Corporation Senior Management Retention Plan for the benefit of
certain executive officers and other key employees of the Company.

Under the terms of the Senior Management Retention Plan, if a
participant in the plan continues employment through Oct. 24,
2011, the participant will be eligible for a retention bonus in an
amount designated by the Board.  If the participant's employment
is terminated by the Company without Cause prior to Oct. 24, 2011,
then the participant will receive the retention bonus in a lump
sum cash payment.

If a participant ceases to be employed by the Company prior to
Oct. 24, 2012, other than on account of such participant's death,
then such participant will be obligated to repay all or a portion
of the retention bonus as follows.  If, prior to Oct. 24, 2012, a
participant's employment is terminated by the Company for Cause or
voluntarily by the participant, then such participant will be
obligated to pay back to the Company 100% of such participant's
retention bonus.  If, prior to Oct. 24, 2012, a participant's
employment with the Company is terminated for any reason other
than by the Company for Cause or voluntary termination by the
participant, then such participant will be obligated to pay back
to the Company a pro rata portion of the participant's retention
bonus.  Any retention bonus required to be repaid pursuant to the
terms of the Senior Management Retention Plan will be paid within
three business days following the participant's termination of
employment.

Participants in the Senior Management Retention Plan include
Thomas B. Barker, Nancee R. Berger, Paul M. Mendlik, and Steven M.
Stangl.  Subject to the terms of the Senior Management Retention
Plan, Mr. Barker, Ms. Berger and Messrs. Mendlik and Stangl are
eligible to receive retention bonuses of $2.1 million, $1.0
million, $250,000 and $250,000, respectively.

A full-text copy of the Senior Management Retention Plan is
available for free at http://is.gd/CGuc3P

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company reported net income of $60.30 million on $2.39 billion
of revenue for the year ended Dec. 31, 2010, compared with net
income of $90.97 million on $2.38 billion of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $3.23 billion
in total assets, $4.18 billion in total liabilities, $1.59 billion
in Class L common stock, and a $2.54 billion total stockholders'
deficit.

                          *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WILLBROS GROUP: S&P Lowers Ratings to 'B+'; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston-
based engineering and construction company Willbros Group Inc. to
'B+' from 'BB-'. The outlook is negative.

"The rating downgrade reflects Willbros' weak operating
performance, which has resulted in weaker credit protection
measures along with a narrowing cushion under financial covenants
in the company's credit agreement," said Standard & Poor's credit
analyst Sarah Wyeth. "The negative outlook reflects our opinion
that, while we believe long-term fundamentals should support
increased activity in some of Willbros' end markets, we expect
operating results could remain under pressure for the next 12
months."

The ratings on Willbros reflect the company's weak business risk
profile and aggressive financial risk profile. Willbros provides
engineering, construction, maintenance, life-cycle extension
services, and facilities development and operations services in
three markets: hydrocarbon infrastructure, including natural gas
pipelines (upstream oil and gas); refining and processing plants
(downstream oil and gas); and, with the July 2010 acquisition of
InfrastruX Group Inc., the North American electric power
transmission and distribution market (utility transmission and
distribution). The InfrastruX acquisition is consistent with the
company's strategy to diversify its end markets to complement its
upstream oil and gas business.

"The ratings incorporate the inherent cyclicality of the
engineering and construction (E&C) services sector in which
Willbros participates. Operating performance has improved since
the company sold its Nigeria-based operations and assets in 2007.
We believe the losses associated with the company's previous
operations illustrate the inherent risks associated with projects
in the E&C industry, particularly in Willbros' upstream markets,
which may be subject to political and economic risks, and the
potential for cost overruns in the execution of fixed-price
contracts. However, in recent years, Wilbros has focused on
managing risk by allocating resources to markets with high
risk-adjusted returns and maintaining a more-conservative contract
portfolio. We believe the company's long-term operating
performance should benefit from the InfrastruX acquisition and its
increased electric transmission opportunities," S&P stated.

The outlook is negative. "We could lower the ratings if Willbros'
operating performance does not show signs of meaningful
improvement, leading to weaker credit protection measures or
liquidity," Ms. Wyeth continued, "or if we believe the likelihood
that it will breach its covenant increases or if FFO to total debt
remains below 15% for an extended period. We could, on the other
hand, revise the outlook to stable if operating performance
stabilizes and the company improves its financial flexibility,
including restoring adequate headroom under its financial
covenants."


WILLIAM LYON: Inks 2nd Amendment to ColFin Term Loan Agreement
--------------------------------------------------------------
William Lyon Homes, Inc., is a party to a Senior Secured Term Loan
Agreement, dated Oct. 20, 2009, by and among the Company, ColFin
WLH Funding, LLC, and the other lenders party thereto, pursuant to
which the Lenders have advanced $206,000,000 to the Company as a
term loan.

Effective Sept. 16, 2011, William Lyon and ColFin entered into a
Second Amendment and Waiver No. 3 to Senior Secured Term Loan
Agreement related to the Loan Agreement.

Under the Waiver, the Lenders have waived any potential default
related to the minimum tangible net worth covenants in the Loan
Agreement.  The Waiver also provided for technical amendments to
certain definitions and covenants in the Loan Agreement, and
provided a right of first refusal to ColFin with respect to
certain potential future financings of the Borrower.  The Waiver
will be effective until Oct. 7, 2011, subject to certain terms and
conditions.

                      About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at June 30, 2011, showed $611.15
million in total assets, $610.25 million in total liabilities and
$896,000 in equity.

                           *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.

As reported by the TCR on Sept. 6, 2011, Moody's Investors Service
lowered the ratings of William Lyon Homes, including its corporate
family and probability of default ratings to Ca from Caa2 and the
ratings on its public senior unsecured notes to C from Caa3. The
rating outlook is negative.

These rating actions result from the company's recently missed
interest payment of $2.92 million on its 7.5% senior unsecured
notes due 2/15/2014.  Moody's will attempt to determine the
company's reasons for missing the coupon payment in light of its
apparent availability of funds to make the payment and its plans
to address what Moody's considers to be an untenable capital
structure.


WILLIAM LYON: S&P Raises Corporate Credit Rating to 'CC'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on William Lyon Homes to 'CC' from 'D' and raised its issue
rating on the company's $77.8 million 7.5% unsecured notes due
2014 to 'C' from 'D'. "The recovery rating on the notes remains a
'6', indicating our expectation for negligible (0%-10%) recovery
in the event of a payment default. The outlook is negative," S&P
stated.

"William Lyon failed to make its scheduled Aug. 15, 2011,
semiannual interest payment of $2.9 million on its outstanding
$77.8 million 7.5% unsecured notes due Feb. 15, 2014. The
indenture governing the 2014 senior notes includes a 30-day grace
period for late payments. However, the company did not make the
scheduled interest payment within five business days of the due
date. As a result, per our criteria, we lowered the issue rating
on the 2014 notes and the company's corporate credit rating to
'D'," S&P stated.

"The negative outlook reflects the company's constrained liquidity
profile and heightened potential for another near-term payment
default (per our criteria regarding missed interest payments).
California-based William Lyon is a privately held homebuilder with
communities in California, Nevada, and Arizona. These markets were
among the hardest hit by the nation's severe housing market
correction and remain weak. The company's secured lenders
previously granted temporary waivers for noncompliance with a
tangible-net-worth covenant. It is our understanding that
management has been in discussions with its lenders and advisors
regarding a refinancing, repayment, or restructuring of its
obligations," S&P stated.


WILLIAMS LOVE: Creditors Object to Access of Cash Collateral
------------------------------------------------------------
Creditor Heather A. Brann, asks the U.S. Bankruptcy Court for the
District of Oregon to deny Williams, Love, O'Leary, & Powers, PC's
request for authorization to use the cash collateral because,
among other things:

   -- the Debtor is paying all other co-counsel, and recognizes
   their property interests in their respective shares of
   settlement as non-estate property; and

   -- judicial estoppel must bar the Debtor from taking an
   inconsistent legal position against Brann

In a separate filing, Sterling Savings Bank submitted a
precautionary objection with respect to the Debtor's motion for
authority to use cash collateral as it pertains to the use of cash
collateral beyond Sept. 19, 2011.  The Bank noted that the Bank
and the Debtor have an agreement in principle for entry of a
stipulated second interim order extending the use of cash
collateral for an additional 30 days.  Until the order is
finalized, the Bank reserves its right to object to the cash
collateral motion.

Heather A. Brann is represented by:

         Gary Underwood Scharff, Esq.
         Law Office of Gary Underwood Scharff
         621 S.W. Morrison Street, Suite 1300
         Portland, OR 97205
         Tel: (503) 493-4353
         Fax: (503) 517-8143
         E-mail: gs@scharfflaw.com

Sterling Savings Bank is represented by:

         David W. Criswell, Esq.
         BALL JANIK LLP
         101 SW Main Street, Suite 1100
         Portland, OR 97204
         Tel: (503) 228-2525
         Fax: (503) 295-1058
         E-mail: dcriswell@balljanik.com

                About Williams Love O'Leary & Powers

Based in Portland, Oregon, Williams, Love, O'Leary & Powers, P.C.,
fdba Williams, Dailey & O'Leary, P.C., dba WLOP and WDO.com, filed
for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 11-37021) on
Aug. 14, 2011.  Judge Elizabeth L. Perris presides over the case.

The Debtor disclosed $8,602,955 in assets and $6,734,830 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Michael L. Williams, its president.

Albert N. Kennedy, Esq., and Michael W. Fletcher, Esq., at Tonkon
Torp LLP, in Portland, Oregon, represent the Debtor as counsel.


WINTERS SHEET: Redgate Must File Amended Plan by Oct. 25
--------------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a fourth interim
stipulation and consent order authorizing Winters Sheet Metal,
Inc., Redgate Properties, LLC, and Lightfoot Group, LLC, to use
cash collateral and grant adequate protection to PNC Bank,
National Association.  A subsequent/final hearing on the use of
Cash Collateral will be held Sept. 28, 2011, in Greenbelt,
Maryland at 11:00 a.m.

The Stipulation also requires Redgate to file an amended Plan of
Reorganization and Disclosure Statement no later than Oct. 25,
2011.  Should Redgate fail to file timely the amended plan
documents, then the automatic stay pursuant to 11 U.S.C. Sec. 362
will immediately terminate as to all real property owned by
Redgate, without further Court order.

        About Winters Sheet, Redgate and Lightfoot Group

Winters Sheet Metal, Inc., Redgate Properties, LLC, and Lightfoot
Group, LLC, each filed a voluntary Chapter 11 petition (Bankr. D.
Md. Case Nos. 11-17931, 11-17933 and 11-17945) on April 15, 2011.
The Debtors sought the joint administration of the three cases.
Winters listed under $1 million in assets and debts in its
petition.  Redgate disclosed $1 million to $10 million in assets
and under $1 million in debts.  The Debtors are represented by
John Douglas Burns, Esq., at The Burns Law Firm, LLC.

PNC asserts a $797,274 claim against Winters under a prepetition
commercial loan.  PNC further asserts that the loan obligations
are secured by a lien on all of Winters' inventory, accounts,
general intangibles.

PNC also asserts a $518,394 claim against Redgate under a
prepetition commercial loan.  PNC asserts Redgate's obligations
are secured by a lien on Redgate's real property at 22100 Point
Lookout Road, in Leonardtown, Maryland; and a lien on Lightfoot's
real properties at 43660 Pump House Lane, 43860 Web Lane, and
Point Lookout Road, in Leonardtown, Maryland.

Lightfoot and Redgate are guarantors under a prepetition loan
extended by Maryland Bank & Trust Company, N.A., to Mr. James A.
Winters, Sr. and Mr. William E. Winters, Jr.  Old Line Bank later
assumed MB&T's rights under the loan.  Old Line Bank asserts a
claim against Lightfoot and Redgate for the MB&T Loan in an amount
in excess of $1,632,000.

PNC and OLB assert that Redgate and Lightfoot are "single asset
real estate" entities as defined in 11 U.S.C. Sec. 101(51B), which
both Debtors contest.

Marc E. Shach, Esq. -- marc.shach@weinstocklegal.com -- at
Weinstock Friedman & Friedman, P.A., in Baltimore, Maryland,
argues for PNC.

James M. Greenan, Esq., and Leah V. Lerman, Esq. --
llerman@mhlawyers.com -- at McNamee Hosea Jernigan Kim Greenan &
Lynch, P.A., in Greenbelt, Maryland, represent Old Line Bank.


* Claim Trading Declines with Lower Lehman Activity
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. as usual dominated
trading of bankruptcy claims in August, although the robust
transfers of Lehman claims are beginning to flag as the former
investment bank nears the Dec. 6 confirmation hearing for approval
of the Chapter 11 plan.  The 205 Lehman claims that traded in
August were the fewest since October 2010, according to data
compiled from court records by SecondMarket Inc.

Reuters' Tom Hals relates that according to the SecondMarket
report:

     -- the number of claims traded fell to 891 in August from
        1,352 in July. The value of claims traded fell to
        $2.22 billion from $3.55 billion in July, which was the
        high point for this year.

     -- the number of Lehman claims traded fell to 205 from 782
        in July. The face value of the Lehman claims that traded
        fell to $2.1 billion from $3.4 billion in July.

     -- other actively traded cases included restaurant chain
        Perkins & Marie Callender, college bookstore operator
        Nebraska Book Co., liquidating telecoms maker Nortel
        Networks Inc. and chemical company W.R. Grace Co.

     -- single claims worth more than $20 million that traded
        included those against Bear Island Paper Co., Lehman
        Brothers Inc. and CMR Mortgage Fund II LLC.


* Securities Violation Required for Non-Dischargeabilty
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual who didn’t commit a violation of
securities laws can discharge a debt resulting from such a
violation, the U.S. Court of Appeals in San Francisco ruled on
Sept. 19 in the course of reversing the district court.  The case
involved a lawyer for a company that violated securities laws. A
court was on the brink of requiring the lawyer to return $580,000
when he filed Chapter 7 bankruptcy and later received a discharge.
The bankruptcy court ruled that the debt was discharged.
The district court reversed. The 9th Circuit in San Francisco
reversed the district court, agreeing with the bankruptcy judge,
in an opinion by Circuit Judge Jay S. Bybee.  Judge Bybee said
there was “some merit” to the government’s argument because the
statue doesn’t say that the securities violation must have been
committed by the bankrupt.  Judge Bybee also said the plain
language of the statute doesn’t provide an answer.  The case is
Sherman v. Securities and Exchange Commission (In re Sherman),
09-55880, U.S. 9th Circuit Court of Appeals.


* 9th Circ. Clarifies 'Scandalous' in Discovery Row
---------------------------------------------------
Dan Rivoli at Bankruptcy Law360 reports that the Ninth Circuit on
Wednesday decided that a party attempting to prevent discovery
documents in a bankruptcy case from being disclosed must establish
that the information is "scandalous" under the word's common
meaning, a ruling that protects the name of a priest accused of
sexual abuse.

Law360 says the anonymous clergyman is one of two priests — known
as Father M and Father D — who appealed a bankruptcy court's
decision to have discovery documents containing their information
and personnel files publicly released.


* BOOK REVIEW: The Health Care Marketplace
------------------------------------------
Author: Warren Greenberg, Ph.D.
Publisher: Beard Books
Softcover: 179 pages
List Price: $34.95
Review by Henry Berry

Greenberg is an economist who analyzes the healthcare field from
the perspective that "health care is a business [in which] the
principles of supply and demand are as applicable . . . as to
other businesses."  This perspective does not ignore or minimize
the question of the quality of health, but rather focuses sharply
on the relationship between the quality of healthcare and economic
factors and practices.

For better or worse, the American healthcare system to a
considerable degree embodies the beliefs, principles, and aims of
a free-market capitalist economic system driven by competition.
In the early sections of The Health Care Marketplace, Greenberg
takes up the question of how physicians and how hospitals compete
in this system.  "Competition among physicians takes place locally
among primary care physicians and on a wider geographical scale
among specialists.  There is competition also between M.D.s and
allied practitioners: for example, between ophthalmologists and
optometrists and between psychiatrists and psychologists.
Regarding competition between physicians in a fee-for-service
practice and those in managed care plans, Greenberg cites
statistics and studies that there was lesser utilization of
healthcare services, such as hospitalization and tests, with
managed care plans.

Some of the factors affecting the economics of different areas of
the healthcare field are self-evident, albeit may be little
recognized or little realized by consumers.  One of these factors
is physician demeanor.  Most readers would see a physician's
demeanor as a type of personality exhibited during the course of
the day.  But after the author notes that "[c]ompetition also
takes place in professional demeanor, location, and waiting time,"
the word "demeanor" takes on added meaning. The demeanor of a big-
city plastic surgeon, for example, would be markedly different
from that of a rural pediatrician.  Thus, demeanor has a
relationship to the costs, options, services, and payments in the
medical field, and also a relationship to doctor education and
government funding for public health.

Greenberg does not follow his economic data and summarizations
with recommendations or advice. He leaves it to the policymakers
to make decisions on the basis of the raw economic data and
indisputable factors such as physician demeanor.  Nor does he take
a political position when he selects what data to present or
emphasize.  It is this apolitical, unbiased approach that makes
The Health Care Marketplace of most value to readers interested in
understanding the economics of the healthcare field.

Without question, a thorough understanding of the factors
underlying the healthcare marketplace is necessary before changes
can be made so that the health needs of the public are better met.
Conditions that are often seen as intractable because they are
regarded as social or political problems such as the overcrowding
of inner-city health centers or preferential treatment of HMOs
are, in Greenberg's view, problems amenable to economic solutions.
According to the author, the basic economic principle of supply-
and-demand goes a long way in explaining exorbitantly high medical
costs and the proliferation of specialists.

Greenberg's rigorous economic analysis similarly yields an
informative picture of the workings of other aspects of the
healthcare field.  Among these are hospitals, insurance, employee
health benefits, technology, government funding of health
programs, government regulation, and long-term health care.  In
the closing chapter, Greenberg applies his abilities as a keen-
eyed observer of the economic workings of the U.S. healthcare
field to survey healthcare systems in three other countries:
Canada, Israel, and the Netherlands.  "An analysis of each of the
three systems will explain the relative doses of competition,
regulation, and rationing that might be used in financing of
health care in the United States," he says.  But even here, as in
his economic analyses of the U.S. healthcare system, Greenberg
remains nonpartisan and does not recommend one of these three
foreign systems over the other.  Instead he critiques the
Canadian, Israel, and Netherlands systems -- "none [of which]
makes use of the employer in the provision of health insurance,"
he says -- to prompt the reader to look at the present state and
future of U.S. healthcare in new ways.

The Health Care Marketplace is not a book of limited interest, and
the author's focus on the economics of the health field does not
make for dry reading.   Healthcare is a central concern of every
individual and society in general.  Greenberg's book clarifies the
workings of the healthcare field and provides a starting point for
addressing its long-recognized problems and moving down the road
to dealing effectively with them.

Warren Greenberg is Professor of Health Economics and Health Care
Sciences at George Washington University, and also a Senior Fellow
at the University's Center for Health Policy Research. Prior to
these positions, in the 1970s he was a staff economist with the
Federal Trade Commission.  He has written a number of other books
and numerous articles on economics and healthcare.



                           *********

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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