TCR_Public/110927.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, September 27, 2011, Vol. 15, No. 268

                            Headlines

49-50 LLC: Case Summary & 2 Largest Unsecured Creditors
AES THAMES: Gets Final Approval to Access CL&P Cash Collateral
AFC ENTERPRISES: S&P Raises Corporate Credit Rating to 'BB-'
AMBASSADORS INT'L: Committee Plan No Good, Says Whippoorwill
AMERICAN RICE: New Consideration Theory Nixed

AMERIGRAPH LLC: Avoidance Suit v. Peoples Bank Goes to Trial
AMR CORP: Doesn't Rule Out Ch. 11 Bankruptcy to Fix Labor Costs
ASG CONSOLIDATED: S&P Keeps 'B' Rating, Gives Negative Outlook
BANK OF AMERICA: Filing-Fee Case May Open "New Front" in Lawsuits
BARNES BAY: Reorganization May End in Dismissal & Failure

CLAIM JUMPER: Secures Confirmation of Liquidating Plan
BERNARD L. MADOFF: Trustee Renews $91MM American Securities Suit
BERNARD L. MADOFF: Judge Upholds Suit vs. Brother, Sons and Niece
BIG WHALE: Court Sets Oct. 19 Hearing on Continued Use of Cash
BJ'S WHOLESALE: Moody's Gives First Time Ratings of 'B1'

BLOCK 106: Wants Plan Filing Period Extended to Nov. 28
BLOCKBUSTER INC: Canadian Blockbuster No More Successful Than U.S
BOWE BELL: U.S. Trustee Appoints 7-Member Retirees' Panel
BURNSIDE AVENUE: Trustee Reaches Deal With H&S on Sale
CARDICA INC: Recurring Losses Prompt Going Concern Doubt

CCS CORP: Bank Debt Trades at 12% Off in Secondary Market
CDW CORP: Bank Debt Trades at 10% Off in Secondary Market
CENTRAL FALLS: Files Plan to Pay Employee & Vendor Claims
CENTRAL FALLS: May Have New Contracts With Unions by Oct. 31
CHRISTIAN BROTHERS: Court Extends Plan Filing Deadline to Oct. 26

CIE COOPERATIVE: Suit Against Hitchcock Scrap Yard Goes to Trial
CLEAR CHANNEL: Bank Debt Trades at 27% Off in Secondary Market
CLUB VENTURES: David Barton Confirms Plan on Schedule
COLONIAL PROPERTIES: S&P Keeps 'BB+', Changes Outlook to Stable
COLONY PROPERTIES: Court Confirms Ch.11 Trustee & KBR's Joint Plan

CORUS BANKSHARES: Files Third Amended Chapter 11 Plan
CYPRESS CREEK: Dist. Ct. Affirms Individual Debtors' Plans
DALLAS STARS: Set to Exit Bankruptcy by Late November
DENNY MCLAIN: Former Tigers Pitcher Arrested at Border
DEX MEDIA EAST: Bank Debt Trades at 40% Off in Secondary Market

DEX MEDIA WEST: Bank Debt Trades at 29% Off in Secondary Market
DUPONT FABROS: Moody's Raises Senior Unsecured Rating to 'Ba1'
EAGLES CREST: Plan Confirmed; Admin. Claims Due Sept. 30
EAGLE CROSSROADS: Has Interim Access to BofA Cash Collateral
EASTMAN KODAK: Draws $160MM From BofA Loan for Gen. Corporate Use

ENTERTECH ENVIRONMENTAL: S&P Cuts Ratings on Revenue Bonds to 'D'
EVANS OIL: Fifth Third-Backed Plan Set for Oct. 6 Confirmation
EVERGREEN SOLAR: Committee Wins OK to Tap Garden City Group
FANNIE MAE: Reports Fault Regulator of Fannie, Freddie
GATEWAY HOTEL: Court Approves Burke Hansen as Valuation Expert

GATEWAY HOTEL: Wants More Plan Time as SFG Readies Own Plan
GATEWAY METRO: Section 341(a) Meeting Scheduled for Oct. 3
GENERAL MOTORS: Moody's Reviews 'Ba2' Corporate for Upgrade
GREAT ATLANTIC: Changes EBITDA Intervals in DIP Loans
GREENHOUSE HOLDINGS: Files Amendment No. 1 to 2010 Form 10-K

H&S JOURNAL: Reaches Deal With Burnside Trustee on Sale
HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market
HOWREY LLP: Being Taken Over by Chapter 11 Trustee
HUDSON HEALTHCARE: Trenk DiPasquale Okayed as Bankruptcy Counsel
HUDSON HEALTHCARE: Parties Oppose Sale to Bayonne Owners

IBERIAN MINERALS:  Receives Expected Bank Waiver
INTERPROPERTIES FINANCE: Fitch Rates $185MM Notes at 'BB-'
JAMES HOCKENBERRY: Plan That Pays Creditor $10T in 8 Yrs Rejected
JOHN MCCOMBS: Heritage Bank Fails in Bid to Halt Cash Use
JUDY SHEA: Glendale Places Home Into Receivership

KANSAS CITY SOUTHERN: S&P Affirms 'BB' on $200MM Credit Facility
KANSAS CITY SOUTHERN: Moody's Gives 'Ba1' to $200-Mil. Notes
LACK'S STORES: Court Extends Plan Filing Deadline to Nov. 14
LE-NATURE'S: Ex-CEO Seeks Lighter Sentence in Fraud Suit
LENOX 126: Court Approves Backenroth Frankel as Bankruptcy Counsel

LEISURE INVESTMENTS: Atlas Partners Auctions Office Building
LIBERTY MEDIA: Moody's Affirms 'B1' Corporate Family Rating
LOS ANGELES DODGERS: MLB Demands McCourt's Sale of Team
MERCER AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
MILLENIA HOPE: CEO Sets “New Direction”

MOBERLY INDUSTRIAL: S&P Cuts Long-Term Ratings on Bonds to 'CC'
MT. VERNON: Can Use Colombo Bank's Cash Collateral Until Nov. 30
MT. VERNON: Court OKs Use of Fannie Cash Collateral Until Oct. 31
MT. VERNON: Has Access to First Mariner Cash Collateral
NEW RENOVATIONS: Voluntary Chapter 11 Case Summary

NEWPAGE CORP: U.S. Trustee Appoints 9-Member Creditors' Panel
OLD COLONY: Parties Agree on Schedule for Plan Valuation
OLDE PRAIRIE: Amends Plan to Revise Treatment of CenterPoint Claim
PENN MUTUAL: Philly Office Bldg. Goes Into Receivership
PEREGRINE PHARMACEUTICALS: Posts $27MM Loss in July 31 Quarter

PERKINS & MARIE: Amends Plan to Include Committee's Recommendation
PETTERS CO: JPMorgan Fails to Stop Bankruptcy Court Suit
PETROLEUM & FRANCHISE: Seeks Court's OK to Modify Firm Services
PETROLEUM & FRANCHISE: Plan Confirmation Hearing on Thursday
PIEDMONT CENTER: Can Access Lenders' Cash Collateral Until Oct. 7

PRIMEDIA INC: S&P Assigns 'B' Rating to $320MM Credit Facilities
PRIVATE MEDIA: Justices Deny Emergency Appeal Over Receivership
PUBLIC MEDIA: Files Voluntary Chapter 11 Petition
QR PROPERTIES: Plan Confirmation Hearing Continued Until Oct. 12
RAY ANTHONY: Court Approves Stipulation on Use of Cash Collateral

REITTER CORP: Wants Plan Hearing Today Changed to Status Hearing
RIVER EAST: Court Dismisses Chapter 11 Case
ROYAL GORGE: Goes Into Receivership After Loan Default
SCHOFIELD-JOHNSON: Transfer of Judgment Proceeds Is Fraudulent
SEAHAWK DRILLING: Committee Taps D&P on Blake and Pride Matters

SOLYNDRA LLC: Proposes Oct. 28 Auction for All Assets
SOLYNDRA LLC: Executives Plead the Fifth Before Congress
SONOMA VINEYARD: U.S. Trustee Withdraws Motion to Dismiss
SSI GROUP: Sale Process Draws Criticism From U.S. Trustee
THINES LLC: Case Summary & 4 Largest Unsecured Creditors

TIMBER HOLDINGS: Goes Into Receivership
TOKIO MARINE: U.S. Court Recognizes Case as Foreign Proceeding
TRAILER BRIDGE: S&P Puts 'CCC' Corp. Credit Rating on Watch Neg.
TRAVELPORT HOLDINGS: Lays Out Possible Prepackaged Ch. 11 Plan
TRAVELPORT HOLDINGS: Inks Pact Extending PIK Term Loans to 2016

TRAVELPORT HOLDINGS: Debt Trades at 10% Off in Secondary Market
TRIBUNE CO: Bank Debt Trades at 43% Off in Secondary Market
TXU CORP: Bank Debt Trades at 30% Off in Secondary Market
TUSCAN RANCH: Failing to Confirm Plan, Judge Lifts Automatic Stay
ULTIMATE ESCAPES: Plan Filing Period Extended to Oct. 17

ULTIMATE ESCAPES: Fine-Tunes Plan Based on CpaitalSource Deal
UNIVERSAL EXPRESS: Penny Stock Traders Must Pay $14 Million
UNIVISION COMMS: Bank Debt Trades at 15% Off in Secondary Market
US HIGHLAND: Hood Sutton Raises Going Concern Doubt
USHC LLC: Court Rejects $2,000 Monthly Postpetition Retainer

USAM CALHOUN: Files Schedules of Assets and Liabilities
VM ASC: Disclosure Statement Hearing Set for Oct. 27
WASHINGTON MUTUAL: Creditors Panel Hires Frank Partnoy as Advisor

* Despite Negative Headlines, No Sign of a Corporate Default Wave
* Moody's Reviews Speculative-Grade Local Governments
* S&P Global Corporate Default Weekly Tally Still at 29 Issuers

* Banks in Virginia, California Bring Year's Failures 73
* National Commercial to Conduct Bank-Owned Real Estate Auctions

* Struggling Homeowner Groups Seek Help in Bankruptcy Court

* Sidley Austin Adds Six Lawyers to Executive Committee

* Large Companies With Insolvent Balance Sheets

                            *********

49-50 LLC: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 49-50, LLC
        6528 Cornell Avenue
        Indianapolis, IN 46220

Bankruptcy Case No.: 11-11837

Chapter 11 Petition Date: September 20, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Robert D. Cheesebourough, Esq.
                  ROBERT D. CHESSEBOUROUGH
                  543 E Market St Ste 1
                  Indianapolis, IN 46204
                  Tel: (317) 637-7000
                  Fax: (317) 638-2707
                  E-mail: mah@home-saver.org

Scheduled Assets: $1,805,001

Scheduled Debts: $3,545,912

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/insb11-11837.pdf

The petition was signed by Leif Hinterberger, managing member.


AES THAMES: Gets Final Approval to Access CL&P Cash Collateral
--------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized, on a final basis, AES Thames,
L.L.C. to use the cash collateral of Connecticut Light and Power
Company.

The Debtor will use the cash collateral to fund its business
operations postpetition.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant CL&P replacement liens on the
cash collateral, subject to carve-out on certain expenses.

As further adequate protection, the Debtor will pay reasonable
fees and expenses to Nixon Peabody LLP, Womble, Carlyle, Sandridge
& Rice, PLLC, and The Brattle Group incurred solely in connection
with the Chapter 11 case upon submission of detailed invoices to
the Debtor.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath &
Cobb LLP, in Wilmington, Delaware, serve as the Debtor's
bankruptcy counsel.  The Debtor tapped Murtha Cullina LLP as its
special counsel; Charles River Associates as its regulatory
consultant, and Houlihan Lockey Capital, Inc., as financial
advisor and investment banker.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.  The TCR reported on March 30, 2011, that the Debtor
disclosed $156,747,507 in assets and $5,929,775 in liabilities.

On Feb. 15, 2011, the U.S. Trustee appointed an official Committee
of Unsecured Creditors in the Debtor's case.  The Committee tapped
FTI Consulting Inc. as its restructuring and financial advisor,
and Blank Rome LLP as its counsel.


AFC ENTERPRISES: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta-based AFC Enterprises Inc. to 'BB-' from 'B+'.
The rating outlook is stable.

"The upgrade reflects our view that AFC has maintained its credit
profile to levels consistent with the 'BB-' rating and that the
company can sustain the improvement," said Standard & Poor's
credit analyst Andy Sookram. "The higher rating also factors in
our opinion that the company will continue to pursue shareholder
friendly actions without harming credit quality, by using
generated cash flows to fund stock buybacks."


AMBASSADORS INT'L: Committee Plan No Good, Says Whippoorwill
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured creditor Whippoorwill Associates Inc. may
have the upper hand at a hearing where the creditors' committee
for the former owner of Windstar Cruises is scheduled to seek
court approval for the disclosure statement explaining the
committee's proposed liquidating Chapter 11 plan.

According to the report, the sale of the assets completed,
Whippoorwill says that the Company only has $1.5 million cash
remaining, not enough for full payment on administrative and
priority claims that must be paid in full before a plan can be
confirmed.  Unpaid expenses are $1.8 million, not including
additional priority claims that must be paid in full.

The Committee's plan, the report relates, would pay unsecured
creditors with proceeds from a lawsuit the committee filed against
Whippoorwill.  The committee's suit alleged that the secured
lender controlled Windstar, fabricated the basis for an otherwise
unnecessary Chapter 11 filing, and arranged the sale so the price
would be enough to cover the debt it was owed plus counsel fees,
"but not a dollar more."

Whippoorwill points out how the Committee hasn't moved the suit
forward since it was filed in May.

                 About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operated
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel,
and Richards, Layton & Finger as bankruptcy co-counsel.

The Official Committee of Unsecured Creditors tapped Kelley
Drye & Warren LLP as its counsel, and Lowenstein Sandler PC as its
co-counsel.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.


AMERICAN RICE: New Consideration Theory Nixed
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New Orleans nipped in
the bud an emerging line of cases that allow a bankrupt to
reaffirm a pre-bankruptcy debt without court approval.

The report relates that the case involved a reorganized company
that signed a new contract with a creditor.  The new contract
provided that the formerly bankrupt company would make good on a
pre-bankruptcy debt. No one sought permission from the bankruptcy
court under Section 524 of the Bankruptcy Code to reaffirm the
debt.

According to the report, in an unsigned opinion on Sept. 22, the
5th Circuit rejected the idea that the requirement of court
approval to reaffirm a debt can be circumvented by signing a new
contract containing new consideration.  Circuit Judge Carolyn D.
King was one of the judges on the three-judge panel.  The case is
Sandburg Financial Corp. v. American Rice Inc., 11-40301, U.S. 5th
Circuit Court of Appeals (New Orleans).

                       About American Rice

American Rice filed for Chapter 11 bankruptcy on Aug. 11, 1998 in
the U.S. Bankruptcy Court for the Southern District of Texas,
disclosing $180 million in liabilities and $200 million in assets.
The Bankruptcy Court confirmed American Rice's Second Amended Plan
of Reorganization on July 7, 1999.  The Plan became effective on
Oct. 1, 1999.  Sandburg latter commenced a post-confirmation
lawsuit against American Rice in November 2009.


AMERIGRAPH LLC: Avoidance Suit v. Peoples Bank Goes to Trial
------------------------------------------------------------
Myron N. Terlecky, Chapter 7 Trustee, v. Peoples Bank, National
Association, Adv. Proc. No. 10-2028 (Bankr. S.D. Ohio), alleges
that the Defendant received fraudulent transfers from debtor
Amerigraph LLC prior to the commencement of the Chapter 7 case.
Peoples Bank seeks summary judgment, arguing that the Debtor --
acting in its capacity as debtor-in-possession -- waived and
released the fraudulent transfer claims (as well as the other
claims asserted in the Complaint) pursuant to an agreed cash
collateral order entered during its Chapter 11 case, that the
waiver and release are binding on the Chapter 7 Trustee and that
the claims therefore should be dismissed.  Although the Debtor in
fact waived and released any and all claims against the Defendant,
the Chapter 7 Trustee takes the position that he is not bound by
the waiver and release because the Cash Collateral Order did not
expressly state that it would be binding on a Chapter 7 Trustee
and did not state that it would survive conversion.

In a Sept. 14, 2011 Memorandum Opinion, Bankruptcy Judge C.
Kathryn Preston noted that the Cash Collateral Order, while not
expressly stating that it would be binding on a Chapter 7 Trustee,
did state that it would survive conversion to Chapter 7.  And, in
general, a Chapter 7 Trustee is bound by a waiver and release
effectuated by a debtor-in-possession pursuant to an order
approved after adequate notice to parties in interest.
Accordingly, if it was undisputed that parties in interest in the
Debtor's Chapter 11 case had received adequate notice of the Cash
Collateral Order, the Court would have concluded that the Chapter
7 Trustee is bound by the Debtor's waiver and release and would
have granted summary judgment in favor of the Defendant and
against the Chapter 7 Trustee.  In the Debtor's case, however,
there is a genuine issue of material fact as to whether parties in
interest received adequate notice of the Cash Collateral Order.
The Cash Collateral Order, therefore, provides no basis for
granting summary judgment in favor of the Defendant.

Judge Preston also held that the Defendant relies on a court order
during the Chapter 11 case granting the Defendant relief from the
automatic stay.  The Stay Relief Order, however, simply granted
the Defendant relief from the automatic stay and contained no
waiver and release or any other agreement by the Debtor.
Moreover, Judge Preston said the avoidability of the Defendant's
lien as an alleged fraudulent transfer was not at issue in
connection with the Stay Relief Order.

Because neither the Cash Collateral Order nor the Stay Relief
Order provides a basis for granting summary judgment in favor of
the Defendant, Judge Preston denied the Defendant's Motion.

A copy of Judge Preston's decision is available at
http://is.gd/hqEPnPfrom Leagle.com.

                         About Amerigraph

Gahanna, Ohio-based Amerigraph LLC provided commercial printing
services.  Amerigraph's bankruptcy case (Bankr. S.D. Ohio Case No.
07-59587) began on Nov. 28, 2007, when three petitioning creditors
(who were later joined by two others) filed an involuntary
petition against the Debtor.  The petitioning creditors were
Kolorcure Corp., owed $270,000; Curbell Plastics, Inc., owed
$132,000; and Pitman Co., owed $67,000.  They are represented by
Lawrence C. Bolla, Esq., at Quinn, Buseck, Leemhuis, Toohey &
Kroto, Inc.

Substantially all of the Debtor's assets were subject to a first
priority security interest held by Peoples Bank, National
Association, and a second priority security interest held by
Lazear Capital Partners, Ltd., a company that had provided
investment banking and other services relating to the sale of
certain of the Debtor's assets prior to the Petition Date.

Asserting that its collateral included cash collateral, on Jan. 9,
2008, LCP filed a motion to prohibit the Debtor's use of cash
collateral, or alternatively, to condition such use upon the
provision of adequate protection.  On Jan. 25, 2008, Peoples Bank
sought relief from the automatic stay in order to liquidate its
collateral.

Amerigraph consented to the entry of an order for relief under
Chapter 11 of the Bankruptcy Code and, on Feb. 1, 2008, the Court
entered such an order.

On Feb. 22, 2008, the United States Trustee filed a notice of the
formation of the Committee.  On Feb. 28, the Court entered the
Stay Relief Order.  The next day, the Debtor's right to use cash
collateral expired.

On April 14, 2008, the Debtor sought conversion of the case from
Chapter 11 case to one under Chapter 7.  On May 21, the Court
entered an order granting the Debtor's motion to convert.  The
next day, the Chapter 7 Trustee was appointed.


AMR CORP: Doesn't Rule Out Ch. 11 Bankruptcy to Fix Labor Costs
---------------------------------------------------------------
Forbes reports that at the Deutsche Bank Aviation and
Transportation Conference held recently, American Airlines denied
seeking bankruptcy liquidation under Chapter 7 but did not rule
out the possibility of seeking bankruptcy protection under Chapter
11 to reorganize its labor agreements that put it at a marked
disadvantage to airline industry peers such as Delta Air Lines,
Southwest Airlines, US Airways and United Continental.

In the past, several major players including Delta, US Airways and
United Airlines have filed for bankruptcy in an attempt to
rationalize their costs.  Forbes notes American Airlines has
avoiding bankruptcy so far, but this looks increasingly likely as
negotiations have broken down between the unions and management.

According to the Forbes report, American Airlines’ work force is
said to rank among the lowest in the industry in terms of
productivity and according to management estimates, the airline is
at $800 million-a-year disadvantage to competitors on labor costs.

The report also notes that labor costs account for about 31% of
all operating costs at American, while they stand at around 22% to
23% for Delta and United Continental.

Forbes relates that if American files for bankruptcy and comes out
with re-negotiated labor contracts, it should be able to reduce
its operating expenses by eliminating the $800 million cost
disadvantage relative to peers, at least in part.  This indicates
a potential upside to the current valuation which factors in heavy
compensation and retirement liabilities, Forbes says.

                       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.


ASG CONSOLIDATED: S&P Keeps 'B' Rating, Gives Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Seattle, Wash.-based ASG Consolidated LLC to negative from stable.
"At the same time, we affirmed our ratings on the company,
including the 'B' corporate credit rating," S&P related.

"In addition, we affirmed the 'BB-' issue level rating on the
company's senior secured credit facility. The recovery rating
remains '1', indicating our expectations of very high (90% to
100%) recovery in the event of a payment default. We also affirmed
our 'B' issue level rating on the company's subordinated notes.
The recovery rating on the notes remains '4', indicating our
expectations of average (30% to 50%) recovery in the event of a
payment default," S&P related.

"We believe the company's operating performance may not improve
significantly enough to restore adequate cushion on its financial
covenants through the end of fiscal 2011, which could result in
constrained liquidity," said Standard & Poor's credit analyst Bea
Chiem.

"The outlook revision reflects our estimate of ASG Consolidated
LLC's tight covenant cushion on its secured and total leverage
covenants for the quarter ended June 30, 2011. We had expected the
cushion to improve as a result of higher total allowable catch
(TAC) levels for fiscal 2011, which we anticipated would
contribute to higher EBITDA. However, leverage also remains
high due to the company's very high working capital borrowings on
its revolver and year–to-date operating results that are weaker
than our expectations primarily because of a decline in product
pricing of block and surimi prices and higher realized foreign
exchange losses. We estimate that operating performance may not
improve significantly enough to restore adequate cushion on the
company's financial covenants when they step down during the
fourth quarter of fiscal 2011," S&P stated.


BANK OF AMERICA: Filing-Fee Case May Open "New Front" in Lawsuits
-----------------------------------------------------------------
American Bankruptcy Institute reports that Bank of America Corp.
is among a group of lenders that may face a wave of new lawsuits
claiming the system they have used for more than a decade to
register mortgages cheated cash-strapped counties out of millions
of dollars.

                       About Bank of America

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

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

During the economic collapse in 2008, BofA received a $45 billion
bailout from the U.S. government.

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


BARNES BAY: Reorganization May End in Dismissal & Failure
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of the Viceroy Anguilla Resort and
Residences on Anguilla in the British West Indies, which seemed
near completion a week ago, could end in dismissal and failure at
an Oct. 3 hearing.

According to Mr. Rochelle, U.S. Bankruptcy Judge Peter J. Walsh in
Delaware said that he wouldn't approve the resort's reorganization
plan because it unfairly discriminated among creditors who put
down deposits to buy units.  The resort's lawyer said the problem
would be solved by filing a revised plan to pay nothing to any
erstwhile buyers. No revised plan was filed.

The report relates that a buyer named Jonathan Simon filed papers
last week to dismiss the Chapter 11 case entirely. At a Sept. 23
hearing, Judge Walsh scheduled the dismissal motion for hearing
Oct. 3.

According to the report, Mr. Simon said in his dismissal motion
that financing from Starwood Capital Group LLC, the lender and
proposed buyer, expires at the end of September.  He argued that
it's proper for the court in Anguilla decide what rights buyers
have in the resort's property to recover deposits not held in
escrow.  Mr. Simon said he understands that Starwood would not
sponsor any revised plan, including one giving nothing to buyers.

Mr. Rochelle notes that Starwood Capital's reluctance to move
ahead may result in part from a prior ruling by Judge Walsh
allowing a buyer to have its rights determined by a court in
Anguilla.

                         About Barnes Bay

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

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

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


CLAIM JUMPER: Secures Confirmation of Liquidating Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the remnants of Claim Jumper Restaurants LLC secured
approval of a liquidating Chapter 11 plan at a Sept. 23
confirmation hearing, court records show.  Confirmation was made
possible through mediation between the official creditors'
committee and subordinated noteholder Black Canyon Capital LLC.
The committee had been seeking subordination of Black Canyon's
claim.

According to the report, secured creditors with claims of $69.2
million could expect a 54 percent recovery, according to the
disclosure statement.  Early in the case when the business was
being sold, secured lenders agreed to a carveout from sale
proceeds to obviate objection to the sale from the creditors'
committee.  The disclosure statement said that the trust for
creditors was funded with $1.84 million.  As a consequence of the
settlement, Black Canyon won't participate in the trust for
unsecured creditors.  Instead, it will receive $475,000 from the
trust.

                       About Claim Jumper

Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operated a chain of casual dining
restaurants.  It was founded in 1977.  It had locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.

Claim Jumper filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12819) on Sept. 10, 2010.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).

Curtis A. Hehn, Esq., and James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., are the Debtors' local counsel.  Attorneys at Milbank,
Tweed, Hadley & McCloy LLP, in Los Angeles, Calif., are the
Debtors' general bankruptcy counsel.  Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers.  Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.

The Creditors Committee has selected Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Del. as counsel.

In December 2010, Claim Jumper completed the sale its business
to Landry's Restaurants Inc., in a transaction valued at
$76.6 million.  Landry's outbid the offer of holders of mezzanine
debt with a winning bid that included $48.3 million cash, the
assumption of $23.3 million in debt, and $5 million cash to
collateralize existing letters of credit.  The Debtor changed its
name to Goldcoast Liquidating LLC following the sale.


BERNARD L. MADOFF: Trustee Renews $91MM American Securities Suit
----------------------------------------------------------------
Erin Fuchs at Bankruptcy Law360 reports that the trustee
overseeing recovery for Bernard L. Madoff's victims on Friday
relaunched its suit seeking $91 million from American Securities
LP, which had close ties to Madoff and partnered with the owners
of the New York Mets.

According to Law360, Madoff trustee Irving Picard filed an amended
complaint Friday in New York bankruptcy court seeking $91 million
in transfers dating back to 2000, after filing suit under seal
against American Securities and certain of its officers, directors
and employees in December 2010.

                      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: Judge Upholds Suit vs. Brother, Sons and Niece
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the the lawsuit against Peter, Mark, Andrew, and
Shana Madoff by the trustee liquidating Bernard L. Madoff
Investment Securities Inc. survived dismissal, in a 58-page
opinion Thursday by U.S. Bankruptcy Judge Burton R. Lifland.

According to the report, Judge Lifland also approved a settlement
Thursday that will bring in $1.025 billion cash from the second
largest group of feeder funds that funneled money into the Madoff
Ponzi scheme.  Making an analogy to the game of horseshoes, Judge
Lifland said that the trustee's $198 million lawsuit against the
Madoff family members "is a leaner rather than a ringer in that it
misses the target, but comes close enough to score."

Mr. Rochelle discloses that Judge Lifland, finding technical
deficiencies in the complaint, is allowing Irving Picard, the
trustee, to file an amended complaint in 45 days.

Peter Madoff, Bernard Madoff's brother, was the firm's chief
compliance officer. Sons Mark and Andrew were also responsible for
compliance. Niece Shana was the inside lawyer and compliance
director.  Mark died by his own hand in December. The lawsuit
continues against his estate.

                      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.


BIG WHALE: Court Sets Oct. 19 Hearing on Continued Use of Cash
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
entered, on Sept. 9, 2011, its third interim order authorizing
The Big Whale, LLC, to use cash collateral of entities with an
interest cash collateral until Oct. 19, 2011, on the same terms as
stated in the first and second interim orders.

A further hearing on the Debtor's continued use of cash collateral
is scheduled for Oct. 19, 2011, at 1:00 p.m.

The adjourned hearing on confirmation of the Debtor's plan will
also be held on Oct. 19, 2011, at 1:00 p.m.

The Debtor will file any expert witness list, exhibit list, and
proposed exhibits for the hearing on confirmation of its plan on
or before Oct. 5, 2011.  Other parties in this case will file any
expert witness list, exhibit list, and proposed exhibits on or
before Oct. 12, 2011.

The Debtor will file its report on balloting on or before Oct. 14,
2011.

A copy of the third interim cash use order and cash budget is
available for free at:

   http://bankrupt.com/misc/bigwhale.3rdinterimcashuseorder.pdf

                      About The Big Whale

The Big Whale, LLC, owns 49 parcels of real property in Milwaukee
County, Wisconsin.  Those properties contain 138 rentable
residential and commercial units.  The Big Whale owns one
industrial warehouse property, which is leased to various
commercial/manufacturing tenants that operate their respective
businesses in the building.  The rental units are used to produce
rental income from individual residential and commercial tenants.
The Big Whale is managed by Steve Lindner and his sister, Debra
Lindner.

The Big Whale, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Wisc. Case No. 11-23756) on March 21, 2011.  In its
schedules, the Debtor disclosed $12,278,647 in total assets and
$13,613,203 in total liabilities as of the Petition Date.  Jerome
R. Kerkman, Esq., and Justin M. Mertz, Esq., at Kerkman & Dunn, in
Milwaukee, Wisconsin, serves as the Debtor's bankruptcy counsel.


BJ'S WHOLESALE: Moody's Gives First Time Ratings of 'B1'
--------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
BJ's Wholesale Club, Inc., and also assigned ratings to two
secured term loans. The rating outlook is stable. This is the
first time Moody's has assigned ratings to BJ's.

New Ratings Assigned:

Corporate family rating at B1

Probability of default rating at B1

$1.075 billion secured first lien term loan at B1 (LGD4, 57%)

$200 million secured second lien term loan at B3 (LGD5, 87%)

RATINGS RATIONALE

BJ's is being taken private by affiliates of Leonard Green
Partners ("LGP") and CVC Capital Partners ("CVC") in a transaction
totaling approximately $3 billion, or slightly over 7 times
EBITDA. The sponsors are contributing a total of $630 million in
cash equity, and proposing to finance the balance through a
combination of $220 million in balance sheet cash, a $438 million
draw on an unrated $900 million ABL, the two referenced term loans
totaling $1.275 billion, and $390 million in proceeds from a
proposed sale/leaseback transaction.

The B1 corporate family and probability of default ratings reflect
BJ's high leverage as measured by debt/EBITDA, which will
initially approach 6 times, as well as its limited ability to
generate free cash flow sufficient to attain a free cash flow/net
debt metric above the low single digits on a percentage basis. The
ratings also reflect BJ's significant "annuity stream" of
membership revenue, which stood at $199 million for the July 2011
LTM period, its favorable position in the warehouse/wholesale club
segment of retail, with its focus on grocery-equivalents, and its
strong position in the populous Northeast region of the U.S.
Ratings also consider the "covenant lite" structure of the
proposed credit facilities, as well as issues surrounding the
ownership of BJ's by private equity firms. Some of these issues
include the potential for extractions of equity and otherwise
maintenance of a shareholder-friendly financial policy, which can
lead to a highly-leveraged capital structure. "BJ's is a strong
and very credible competitor in its key Northeast market, with
leading market share as measured by store locations," stated
Moody's Senior Analyst Charlie O'Shea. "Moody's also recognizes
BJ's excellent operating performance trend over the past five
years, which indicates that the company has been able to perform
well through myriad economic cycles, as well as its good
liquidity".

The ratings on the term loans reflect the application of Moody's
Loss Given Default Methodology, as well as their positions in the
capital structure. The B1 rating on the $1.075 billion term loan
recognizes its more senior position in the capital structure, as
well as the benefit of first position collateral mortgages on a
pool of warehouse clubs. The B3 rating on the $200 million term
loan reflects its more junior position in the capital structure,
and the lack of any real hard asset collateral.

The stable outlook recognizes Moody's belief that the company's
predictable operating performance will continue regardless of the
condition of the macroeconomy, and that it will largely continue
with its past practice of generating significant annuity-type
income from its membership base.

Ratings could be upgraded if BJ's can generate free cash flow
sufficient to reduce leverage as measured by debt/EBITDA to a
sustained level approaching 5 times, with interest coverage as
measured by EBIT/interest approaching 2 times. Ratings could be
downgraded if leverage as measured by debt/EBITDA rises above 6
times, or if EBITA/interest were to fall below 1.5 times.

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

BJ's Wholesale Club, Inc., based in Westborough, Massachusetts, is
a leading warehouse club retailer, with 192 locations in 15
states. Annual revenues are around $11 billion. The company is in
the process of being taken private in a leveraged transaction by
affiliates of Leonard Green Partners ("LGP") and CVC Capital
Partners ("CVC") for around $3 billion.


BLOCK 106: Wants Plan Filing Period Extended to Nov. 28
-------------------------------------------------------
Block 106 Development, LLC, asks the U.S. Bankruptcy Court for the
District of New Jersey to exclusive periods to file a plan and to
solicit acceptances of a filed plan until Nov. 28, 2011, and
Jan. 27, 201, respectively.

                   About Block 106 Development

Block 106 Development, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. N.J. Case No. 11-27050) on June 1, 2011.  Judge Donald
H. Steckroth presides over the case.  Michael D. Sirota, Esq., and
Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Hackensack, N.J., serves as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.

Block 106 is affiliated with Tarragon Corporation and various
related entities which filed for bankruptcy (Bankr. D. N.J. Lead
Case No. 09-10555) on Jan. 12, 2009.  Tarragon's Joint Plan of
Reorganization became effective, and the Company emerged from
Chapter 11 protection in July 2010.

Based in New York City, Tarragon Corp. (NasdaqGS: TARR) --
http://www.tarragoncorp.com/-- is a developer of multifamily
housing for rent and for sale.  Tarragon's operations are
concentrated in the Northeast, Florida, Texas, and Tennessee.


BLOCKBUSTER INC: Canadian Blockbuster No More Successful Than U.S
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that since the bankruptcy of the Canadian affiliate of
Blockbuster Inc. has been largely unsuccessful, the Canadian
company is asking for dismissal of the Chapter 15 case it began in
May in a failed attempt at preserving the ability to use the
Blockbuster name in Canada.

Mr. Rochelle recounts that U.S. Blockbuster was authorized by the
bankruptcy court in New York to sell assets in April to Dish
Network Corp. under a contract with a $320 million sticker price.
Dish, which didn't buy the Canadian operation, later said it would
keep 1,500 U.S. stores in operation.  Immediately after the sale
to Dish, Blockbuster filed papers in the U.S. court to end the
Canadian affiliate's use of trademarks. To retain use of the
marks, the Canadian company, through its court-appointed receiver,
commenced a Chapter 15 case in New York on May 20.

The Canadian receiver, the report relates, said he negotiated a
settlement with Dish allowing use of the trademarks throughout
liquidation of the Canadian business now in process.  The right to
use the marks secured, the Canadian receiver said there is no
further purpose to the Chapter 15 case.  The bankruptcy court in
New York will hold a hearing on Oct. 6 to approve dismissal of the
U.S. side of the Canadian bankruptcy.

Mr. Rochelle notes that the Canadian receiver had even less
success in maintaining the business.  The receiver closed 150
stores and tried to sell the remaining 254.  The receiver couldn't
even find a liquidator to run going-out-of-business sales.
Consequently, the receiver ran a self-liquidation.

                      About Blockbuster Inc.

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

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

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


BOWE BELL: U.S. Trustee Appoints 7-Member Retirees' Panel
---------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed seven
members to serve on the official retirees' committee in the
bankruptcy case of Bowe Bell + Howell.

The Retirees' Committee members are:

      1. Harold Van Seters
         2630 Belvidere Road
         Phillipsburg, NJ 08865
         Tel: (908) 859-3396

      2. Rolla Gregory
         2709 Kingston Road
         Easton, PA 18045
         Tel: (610) 252-3832

      3. Francis J. Leh
         2360 Edgemore Avenue
         Easton, PA 18045
         Tel: (610) 253-4768

      4. Pauline Crosson
         1408 Stones Crossing Road
         Easton, PA 18045
         Tel: (610) 258-8229

      5. Robert D. Hawk
         100 N. Riverview Road
         Phillipsburg, NJ 08865
         Tel: (908) 454-0847

      6. Susan D. Jarvis
         539 Werkheiser Avenue
         Nazareth PA 18064
         Tel: (610) 759-4056
         Fax: (610) 746-3327

      7. Alfred Sagazio
         3007 John Street
         Easton, PA 18045
         Tel: (610) 252-7077

                        About Bowe Bell

Headquartered in Wheeling, Ill., Bowe Bell + Howell --
http://www.bowebellhowell.com/-- is a leading provider of high-
performance document management solutions and services.  In 1936,
the company pioneered gripper arm mail-inserting systems and has
one of the world's largest installed bases of such inserters as a
result of the technology's flexibility, performance and
reliability.  The company's complete portfolio of inserting,
sorting, plastic card, integrity, cutting, packaging, print-on-
demand and software solutions is one of the most comprehensive
product offerings for paper-based communications.  These solutions
are supported by one of the largest dedicated service
organizations in the industry.  In addition to its headquarters
offices, the company maintains major manufacturing and service
locations in Durham, N.C. and Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to sell itself to creditor Versa Capital Management
Inc. to pay off debt.  Bowe Systec, Inc., Bowe Bell + Howell
Holdings, Inc., and other affiliates, including Bowe Bell + Howell
Holdings, Inc., filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-11186) on April 18, 2011.  Bowe Systec estimated
assets and debt of $100 million to $500 million as of the
bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BURNSIDE AVENUE: Trustee Reaches Deal With H&S on Sale
------------------------------------------------------
H&S Journal Square Associates LLC, asks the U.S. Bankruptcy Court
for the Southern District of New York to approve a stipulation and
order resolving motion of the Chapter 11 trustee of Burnside Lot
Stores, Inc., seeking an order compelling the sale of the Debtor's
real property.

As reported in the Troubled Company Reporter on Aug. 30, 2011,
Mr. Messer is the Chapter 11 trustee of Burnside Avenue Lot
Stores, Inc., et al.   The Burnside estate is an affiliate of the
Debtor pursuant to a Court order dated Aug. 1, 2008, and Jan. 13,
2010.

The trustee asked the Court to compel the sale of the East 22nd
Street and Quentin Road Property and the H&S Journal Property
which are pledged as collateral under the Burnside Funding
Agreement.  The agreement was entered among the trustee and Scott
Dweck, Albert Dweck, Valarie Dweck and Adele Dweck, for the
purchase of the Burnside estate assets and settle certain claims,
in exchange for a fund to pay the creditors with allowed claims
against the Burnside estate.

According to the trustee, the Debtor has remained in possession of
its assets and is authorized to continue in the operation and
management of its business as a debtor-in-possession.  The
Debtor's assets also secure indebtedness amounting to $18,442,173
to CA 912 921 Bergen Avenue, LLC, successor in interest to Oritani
Bank.

The trustee negotiated with CA the terms of a sale that would
redound to the benefit of other creditors and provide for a cap on
the amount of the secured lenders debt.  Subject to the approval
of this Court, the Trustee and the CA agree to these terms of sale

According to the stipulation:

   -- the Debtor guaranteed the obligations owed under a certain
   funding agreement with Mr. Messer to discharge the Lot Stores
   plan of reorganization as modified;

   -- there has been a default in payment of monies owed to
   Mr. Messer under the Lot Store Plan; and

   -- on Aug. 5, 2011, Mr. Messer sought inter alia to compel the
   sale of the real property owned by the Debtor in furtherance of
   its guarantee of the Lot Store Plan; and

   -- Mr. Messer and the Debtor wish to amicably settle the
   motion.

On Sept. 1, 2011, the Debtor and Mr. Messer entered into a
stipulation which provides for:

   * the retention of Eastern Consolidated Properties, Inc., as
   its real estate broker to assist the Debtor to locate a
   potential purchaser (a Stalking Horse Contract) for its real
   property located at 912-921 Bergen Avenue, Jersey City, New
   Jersey;

   * by Sept. 15, 2011, the Debtor will file a Chapter 11 plan of
   reorganization and supporting disclosure statement providing
   inter alia ultimately for a post-confirmation sale of the
   property with the assistance of Eastern Consolidated, or a
   subsequent auction thereof to be conducted by Mr. Messer or
   under his direction, in the event Eastern Consolidated is
   unable to obtain a Stalking Horse Contract on or before
   Oct. 30, 2011.

   * by Sept. 15, 2011, the Debtor will file and serve a motion
   objecting to the claim of CA-912-921 Bergen Avenue, LLC in
   whole or part.  The objection will be made returnable on
   Oct. 4, 2011, with responsive papers due on Sept. 27, 2011.

   * by Oct. 30, 2011, the Debtor will sign a so called stalking-
   horse contract for the property with bidding procedures to be
   subsequently established by further order of the Bankruptcy
   Court and otherwise subject to higher and better bids.

               About H&S Journal Square Associates

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-11623) on April 6, 2011.  Kevin J. Nash, Esq., and J.
Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in New
York, represents the Debtor.  The Debtor disclosed $20,799,032 in
assets, and $18,944,510 in debts.

                     About Burnside Avenue

Bronx, New York-based Burnside Avenue Lot Stores Inc., dba Lot
Stores, owns and operates department stores.  The Debtor, with its
26 affiliates, filed a chapter 11 petition on July 31, 2008
(Bankr. S.D.N.Y. Case Nos. 08-12988 through 08-13017).  Judge
James M. Peck presides over the case.  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom Nash, LLP, represents the Debtor in
its restructuring efforts.  Burnside Avenue disclosed assets of
$13 million and debts of $18 million as of the Petition Date.

In December 2008, the Bankruptcy Court appointed a Chapter 11
trustee for Burnside Avenue.


CARDICA INC: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------
Cardica, Inc., filed on Sept. 12, 2011, its annual report on Form
10-K for the fiscal year ended June 30, 2011.

Ernst & Young LLP, in Redwood City, Calif., noted that Cardica's
recurring losses from operations raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of $3.5 million on $13.2 million
of revenues in fiscal 2011, compared with a net loss of
$10.9 million on $4.0 million of revenues in fiscal 2010.

The Company's balance sheet at June 30, 2011, showed $11.5 million
in total assets, $2.6 million in total liabilities, and
stockholders' equity of $8.9 million.

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

                       http://is.gd/UDqUYP

Redwood City, Calif.-based Cardica, Inc. (Nasdaq: CRDC)
-- http://www.cardica.com/-- designs and manufactures proprietary
stapling and anastomotic devices for cardiac and endoscopic
surgical procedures.  Cardica's technology portfolio is intended
to minimize operating time and enable minimally-invasive and
robot-assisted surgeries.


CCS CORP: Bank Debt Trades at 12% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which CCS Corporation,
formerly known as CCS Income Trust, is a borrower traded in the
secondary market at 88.05 cents-on-the-dollar during the week
ended Friday, Sept. 23, 2011, an increase of 0.63 percentage
points from the previous week according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  The
Company pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Nov. 5, 2014, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 99 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About CCS Corporation

CCS Corporation provides energy and environmental waste management
services.  CCS services the global energy and environment sectors
through four major divisions; CCS Midstream Services, CCS Energy
Marketing, HAZCO Environmental & Decommissioning Services and
Concord Well Servicing.  CCS was formerly known as CCS Income
Trust and changed its name on Nov. 14, 2007.  The Company was
founded in 1984 and is based in Calgary, Canada.

*     *     *

In June 2011, Moody's Investors Service affirmed CCS's 'B3'
Corporate Family Rating and Probability of Default Rating.

Moody's said CCS's B3 CFR reflects the company's high financial
leverage, associated substantial debt service cost, and expected
negative free cash flow in 2011.  Meaningful improvement in
leverage metrics will be contingent upon growth in EBITDA, which
is expected to result from the company's large capital expenditure
program.  The majority of growth capital is directed to waste
management services in response to the increase in drilling
activity, and should help to improve CCS's leverage metrics.  The
ratings are supported by the company's revenues and margins in
waste management services, high barriers to entry created through
a combination of technical expertise and ownership of permitted
Treatment Recovery and Disposal facilities and landfill assets,
and relatively diversified revenue streams that somewhat mitigate
dependence on cyclical oil and gas drilling activity.


CDW CORP: Bank Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which CDW Corp. is a
borrower traded in the secondary market at 90.45 cents-on-the
dollar during the week ended Friday, Sept. 23, 2011, a drop of
0.80 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 325 basis points above LIBOR to borrow
under the facility.  The bank loan matures on July 15, 2017, and
carries Moody's B2 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 99 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                          About CDW Corp.

CDW is the leading value-added-reseller of IT products and
services to business, government, and education customers in the
U.S. and Canada.  It reaches its existing and prospective
customers through catalogs, direct mail, outbound telemarketing,
Web sites and Web advertising, and a direct sales force.  CDW's
fair business profile reflects the company's good position in the
highly fragmented value-added reseller market for technology
products and services, offset by a narrow geographic presence and
relatively low-margin characteristics.

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's said that it raised its corporate credit rating
on Vernon Hills, Ill.-based CDW Corp. to 'B' from 'B-'.  S&P also
raised all issue-level ratings on the company's debt.  The outlook
is stable.

"The ratings on CDW reflect S&P's expectation that growth in North
American IT spending and consistent profitability will support
modest improvements in its highly leveraged financial profile in
the near term, despite highly competitive industry conditions,"
said Standard & Poor's credit analyst Martha Toll-Reed.


CENTRAL FALLS: Files Plan to Pay Employee & Vendor Claims
---------------------------------------------------------
The city of Central Falls, Rhode Island, filed with the U.S.
Bankruptcy Court for the District of Rhode Island a plan for the
adjustments of debts of the city and a disclosure statement
explaining the plan on Sept. 22.

The Plan, if confirmed will restructure the City's debt and its
operations and put the City on a path towards fiscal stability,
Theodore Orson, Esq., at Orson and Brusini Ltd., in Providence,
Rhode Island -- torson@orsonandbrusini.com -- said in court
papers.

Central Falls says it can balance its budget by the start of
fiscal year 2013 in a deal that leaves bondholder's $21 million
debt untouched but forces retiree pension cuts of up to 55%,
according to Dow Jones' DBR Small Cap, citing the plan
disclosures.

The Plan also addresses and resolves (1) the City's obligations to
current and former employees, including those relating to the
collective bargaining agreements between the City and its labor
organizations; (2) the City's obligation to pay pension benefits
and to pay for other post-employment benefits to its current and
future retirees; (3) claims of former employees who were not paid
the full amount of accrued sick time and other benefits on their
separation from the City; (4) claims arising from tort and breach
of contract lawsuits against the City; and (5) various other trade
and vendor Claims.  The Plan, according to Mr. Orson, does not
impair the City's bond obligations.

Payment to Holders of General Unsecured Claims and General
Unsecured Convenience Claims will be paid a distribution from a
pool totaling $613,147 during the five-year plan horizon.  The
General Unsecured Convenience Claims will be paid 50% of their
Allowed Claim on or prior to June 30, 2013.  The General Unsecured
Claims will share pro rata in the balance remaining in FY 2013
claims pool and then will share pro rata in the claims pool on or
prior to the following payment dates: June 30, 2014, June 30,
2015, and June 30, 2016.  Mr. Orson said the City regrets that it
cannot pay a higher percentage because of the fact that the City
lacks the revenues to do so while maintaining an adequate level of
municipal services such as the provision of fire and police
protection and the repairing of the City's streets.

The Plan does not alter the City's obligations towards funds that
are restricted by grants, by federal law and by Rhode Island law;
pursuant to the Tenth Amendment to the United States Constitution
and the provisions of the Bankruptcy Code that implement the Tenth
Amendment, such funds cannot be impacted in the Bankruptcy Case.

Claims against the City are classified and treated as:

   * Administrative Claims: Paid in full, except to the extent
     that the Holder of an Administrative Claim agrees to a
     different treatment.

   * Class 1: $12,000,000 General Obligation School Bonds Claims.
     Unimpaired.  The bonds are general obligations of the City,
     and all taxable property in the City is subject to ad valorem
     taxation without limitation as to rate or amount to pay the
     bonds and the interest thereon.  Pursuant to Section 45-12-1
     of the Rhode Island General Laws, the bonds are secured by a
     Rhode Island statutory lien on property taxes and general
     fund revenues.

   * Class 2: $8,700,000 General Obligation Municipal Facility
     Bonds Claims.  Unimpaired.  The bonds are general obligations
     of the City, and all taxable property in the City is subject
     to ad valorem taxation without limitation as to rate or
     amount to pay the bonds and the interest thereon.  Pursuant
     to Section 45-12-1, the bonds are secured by a Rhode Island
     statutory lien on property taxes and general fund revenues.

   * Class 3: $1,420,000 General Obligation School Bonds Claims.
     Unimpaired.  The bonds are general obligations of the City,
     and all taxable property in the City is subject to ad valorem
     taxation without limitation as to rate or amount to pay the
     bonds and the interest thereon.  Pursuant to Section 45-12-1,
     the bonds are secured by a Rhode Island statutory lien on
     property taxes and general fund revenues.

   * Class 4: $750,000 General Obligation School Bonds.
     Unimpaired.  The bonds are general obligations of the City,
     and all taxable property in the City is subject to ad valorem
     taxation without limitation as to rate or amount to pay the
     bonds and the interest thereon.  Pursuant to Section 45-12-1,
     the bonds are secured by a Rhode Island statutory lien on
     property taxes and general fund revenues.

   * Class 5: $4,250,000 General Obligation School Bonds.
     Unimpaired.  The bonds are general obligations of the City,
     and all taxable property in the City is subject to ad valorem
     taxation without limitation as to rate or amount to pay the
     bonds and the interest thereon.  Pursuant to Section 45-12-1,
     the bonds are secured by a Rhode Island statutory lien on
     property taxes and general fund revenues.

   * Class 6: April 10, 2009 Lease Claim.  Impaired.  On the
     Effective Date, the term of the Rescue Lease will be extended
     by two years, the annual principal payments will be reduced
     by 50%, and the annual interest rate will be reduced by 1%.

   * Class 7: Retiree Health Insurance Claims.  Impaired.  The
     Holders of these Claims will have their health care benefits
     modified, and will be required to pay 20% co-share premium
     payments.

   * Class 8: Retiree Accidental Disability Claims.  Impaired.
     The Holders of these Claims will have their accidental
     disability retirement benefits modified.

   * Class 9: Retiree $10,000 and Under Circuit Breaker Pension
     Claims.  Unimpaired.  The Holders of these Claims will not
     have their annual pension benefits reduced under the
     newly-designed Central Falls Pension Plan.

   * Class 10: Retiree Reduced to $10,000 Circuit Breaker Pension
     Claims.  Impaired.  The Holders of these Claims will have
     their annual pension benefits reduced to $10,000 under the
     newly-designed Central Falls Pension Plan.

   * Class 11: Retiree 45% Circuit Breaker Pension Claims.
     Impaired.  The Holders of these Claims will have their annual
     pension benefits reduced by 55% under the newly-designed
     Central Falls Pension Plan.

   * Class 12: Retiree Pension Claims.  Impaired.  The Holders of
     these Claims will have their annual pension benefits reduced
     by less than 55% in accordance with the formula as set forth
     under the newly-designed Central Falls Pension Plan.

   * Class 13: General Unsecured Claims.  Impaired.  Holders of
     Allowed General Unsecured Claims will receive their pro rata
     share of the $613,147 during the five-year Plan duration from
     the General Unsecured Claims Pool after distributions are
     made to or reserves are created for the Holders of the Class
     14 Convenience General Unsecured Claims.  Because this class
     of Claims will include contract and lease rejection Claims
     which are currently unliquidated, it is impossible at this
     time to estimate the percentage recovery to Holders of these
     Claims.

   * Class 14: General Unsecured Convenience Claims.  Impaired.
     The Holders of these Claims will receive 50% of the amount of
     their Allowed Claim on or prior to June 30, 2013 in a single
     lump sum payment.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?7706

                       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.


CENTRAL FALLS: May Have New Contracts With Unions by Oct. 31
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the City of Central Falls, Rhode Island, told the
bankruptcy court at a status conference Sept. 23 how "it is
possible" there will be new contracts negotiated with municipal
unions by Oct. 31.  Discussions are on what the city characterized
as a "fast-track."  On Sept. 22, the city filed its proposed debt
adjustment plan and explanatory disclosure statement. The city
won't be affecting bondholders.

The report notes that assuming the plan is approved by creditors
and the bankruptcy judge, some city workers will start paying 20
percent of health-care premiums.  Former workers with pensions of
less than $10,000 a year won't have their pensions cut.  Workers
with larger pensions will see their benefits cut as much as 55
percent, although no pension will be less than $10,000 a year.
Unsecured creditors will split up a pool of $613,000 to be paid
over five years. It's impossible at this time to estimate the
percentage recovery, according to the disclosure statement.

According to Mr. Rochelle, to avoid entangling the city and unions
in litigation while they attempt to hammer out new contracts, the
city wants the bankruptcy judge to push back the deadline until
Oct. 31 for the unions to file formal objections to the city's
right to be in a Chapter 9 municipal reorganization.

The bankruptcy judge already moved back the deadline to Oct. 31
for the unions to object to the city's request for termination of
the existing collective bargaining agreements.


                       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.


CHRISTIAN BROTHERS: Court Extends Plan Filing Deadline to Oct. 26
-----------------------------------------------------------------
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York entered a second bridge order extending the
exclusive period of the Christian Brothers' Institute to file a
Chapter 11 plan through and including Oct. 26, 2011.  The Court
will hold a continued hearing on the motion to extend the
exclusive period to Oct. 25, 2011, at 10:00 a.m.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  Omni Management Group is the
claims and notice agent.

The Christian Brothers' Institute disclosed assets of $63.4
million and $8.48 million in liabilities as of the Chapter 11
filing.  CBOI estimated its assets at $500,000 to $1 million and
debts at $1 million to $10 million.


CIE COOPERATIVE: Suit Against Hitchcock Scrap Yard Goes to Trial
----------------------------------------------------------------
Bankruptcy Judge Thomas L. Perkins denied cross motions for
summary judgment filed in the adversary proceeding brought by
Richard E. Barber, as trustee of the estate of Central Illinois
Energy Cooperative, against Hitchcock Scrap Yard, Inc., to recover
payments of $2,181.96, as a fraudulent transfer.  Judge Perkins
said genuine issues of material fact exist and that both motions
for summary judgment must be denied.  RICHARD E. BARBER, not
individually but as trustee for the estate of Central Illinois
Energy Cooperative, v. HITCHCOCK SCRAP YARD, INC., an Illinois
corporation, Adv. Proc. No. 10-08021 (Bankr. C.D. Ill.), seeks to
recover payments to the Defendant as fraudulent conveyances on the
theory that the Debtor paid obligations owed not by it, but by
Central Illinois Energy LLC.

A copy of Judge Perkins' Sept. 23, 2011 Opinion is available at
http://is.gd/xrlo1dfrom Leagle.com.

Central Illinois Energy Cooperative owned a controlling interest
in Central Illinois Holding Company, LLC, the holding company for
Central Illinois Energy, LLC, the entity formed in 2005 for the
purpose of constructing, owning and operating an ethanol
production facility and waste-coal fired power generating
facility.  CIE Cooperative, an agricultural cooperative formed
under Illinois law, comprised of farmers in the Central Illinois
area, was formed to own and operate a grain handling facility and
to sell its members' corn to CIE for processing into ethanol and
other byproducts.

After the construction project encountered financial difficulties,
CIE Cooperative transferred substantially all of its assets,
including the grain handling facility and numerous corn delivery
contracts, to Green Lion Bio-Fuels, LLC, on June 12, 2007.  Delays
and cost overruns continued to plague the project and the general
contractor ceased working on the ethanol plant in November 2007.
CIE filed a Chapter 11 petition Dec. 13, 2007, and an order for
conversion to Chapter 7 was entered Aug. 4, 2008.  Pursuant to
sections 363(b) and (f) of the Bankruptcy Code, substantially all
of CIE'S assets were sold to New CIE Energy Opco, LLC, by order
entered April 24, 2008.

A Chapter 11 involuntary petition was filed against CIE
Cooperative (Bankr. C.D. Ill. Case No. 09-81409) on May 1, 2009.
HWS Energy Partners, LLC, the petitioning creditor, was
represented by Douglas S. Slayton, Esq. -- dslayton@hwsenergy.com
CIE Cooperative did not file an answer and an order for relief was
entered on June 18, 2009.  The case was converted to Chapter 7 on
July 16, 2009, on the motion of the U.S. Trustee.  Richard E.
Barber was appointed as Chapter 7 trustee.


CLEAR CHANNEL: Bank Debt Trades at 27% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 73.34 cents-on-the-dollar during the week ended Friday, Sept.
23, 2011, a drop of 0.55 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's 'Caa1' rating and Standard & Poor's
'CCC+' rating.  The loan is one of the biggest gainers and losers
among 99 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

CC Media's balance sheet at March 31, 2011, showed $16.94 billion
in total assets, $1.50 billion in current liabilities, $22.72
billion in long-term liabilities, and a $7.28 billion
shareholders' deficit.

*     *     *

CC Media Holdings carries 'CCC+' issuer credit rating, with
positive outlook, from Standard & Poor's.  Clear Channel Carries a
'Caa2' corporate family rating from Moody's Investors Service and
an issuer default rating of 'CCC' from Fitch Ratings.

Moody's said in June 2011, “Clear Channel's Caa2 CFR continues to
reflect the unsustainable nature of its capital structure given
its high debt-to-EBITDA leverage (approximately 12.2x gross
leverage on a Consolidated basis at March 31, 2011 excluding
Moody's standard adjustments), weak interest coverage and large
debt maturities in 2014 and 2016.”


CLUB VENTURES: David Barton Confirms Plan on Schedule
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Club Ventures Investments LLC and affiliates walked
out of the confirmation hearing on Sept. 23 with the bankruptcy
judge's signature on an order approving the Chapter 11 plan.

According to the report, pursuant to the Plan, unsecured creditors
will share $150,000, for a return of 5.3 percent on claims
totaling about $2.8 million.  Bank of America NA, the secured
lender, will have its $11.1 million claim reinstated.  LBN
Holdings LLC, one of the existing owners, and Praesidian Capital
Investors LP, both junior secured lenders, will have ownership
interests along with new notes for $11.5 million and $5 million,
respectively.  LBN was owed at least $22.4 million while
Praesidian's debt was $30.6 million.

                       About Club Ventures

New York-based Club Ventures Investments LLC, aka DavidBartonGym,
is a boutique gym company.  Club Ventures owns DavidBartonGym, an
operator of upscale health clubs in four cities.  Founded in 1992
by David Barton, DavidBartonGym has grown to operate health clubs
in New York, Miami, Chicago, and Seattle (Bellevue).

Club Ventures and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2,
2011.  Club Ventures disclosed $327,921 and $71,037,100 in
liabilities as of the Chapter 11 filing.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, serves as the Debtors' bankruptcy counsel.

Tracy L. Klestadt, Esq., at Klestadt & Winters LLP, in New York,
represents the Official Committee of Unsecured Creditors retained
as counsel.  The Creditors Committee also tapped FTI Consulting,
Inc., as its financial advisor.


COLONIAL PROPERTIES: S&P Keeps 'BB+', Changes Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Colonial
Properties Trust (Colonial) to positive from stable and affirmed
its 'BB+' corporate credit rating and all other ratings on the
company. This action affects roughly $631 million of senior
unsecured notes and $50 million of preferred stock.

"Colonial's intermediate financial risk profile has benefited from
modest deleveraging and reduced floating-rate debt exposure," said
credit analyst Eugene Nusinzon. "Favorable operating conditions
have also bolstered internal cash flow, which strengthened debt
protection measures."

"Our positive outlook reflects our expectation for further
strengthening in debt protection measures from favorable operating
conditions. We also expect asset quality to improve parallel with
the company's portfolio repositioning efforts. We would raise our
ratings one notch if Colonial profitably executes on its portfolio
repositioning plan and strengthens and sustains FCC above 2.3x,
while maintaining adequate liquidity with reduced reliance on the
revolver. Although a downgrade is less likely at this time, we
would lower our ratings if FFO drops precipitously (perhaps
because of sizable debt-financed growth), revolver usage is heavy
(above 50% for two or more quarters), or if FFO fails to cover the
common dividend," S&P added.


COLONY PROPERTIES: Court Confirms Ch.11 Trustee & KBR's Joint Plan
------------------------------------------------------------------
Bankruptcy Chief Judge Peter W. Bowie confirmed the Second Amended
Joint Plan of Reorganization for Colony Properties International,
LLC, and Colony Properties International II, LLC, filed by the
Chapter 11 trustee Richard M. Kipperman and creditors KBR Group,
LLC, KBR Opportunity Fund I, LP, and KBR Opportunity Fund II, LP,
saying the Plan meets the requirements set forth in Bankruptcy
Code Sections 1129(a)(1) through (16) and (b)(1).  A copy of the
Court's Sept. 19, 2011 Confirmation Order is available at
http://is.gd/1o5t4Kfrom Leagle.com.

The plan drew objections from the trustees of the Nicolas Marsch
estate and the Briarwood estate. Mr. Marsch and two nondebtor
entities under his control, Briarwood Capital, Inc., and Colony
Properties LLC, also filed objections to confirmation.  Meanwhile,
KBR filed objections to the claims of Briarwood Capital and Colony
Properties.  Nicolas Marsch filed objections to the KBR claims.

Early on in the confirmation process, KBR reached settlements with
former counsel for the Colony debtors, Mintz Levin, and with First
Place Equities as a putative creditor.  The settlements with Mintz
Levin and First Place Equities were approved, while proceedings on
the claim objections were ruled on in part, and continued in part.

Soon thereafter the Court allowed the claims of KBR over the
objections of Mr. Marsch.

In addition to his objection to confirmation of the joint plan,
Mr. Marsch, in conjunction with American Lawyers Funding, LLC,
filed a competing plan of reorganization pursuant to which he
essentially sought to buy the opportunity to continue to litigate.
For multiple reasons stated on the record in open court,
confirmation of Mr. Marsch's plan was denied.

The objection of the Briarwood estate, through its trustee, was
resolved by the settlement concerning First Place Equities. The
objection of the Marsch estate, through its trustee, was orally
withdrawn in open court after approval of the settlement between
the Marsch trustee and KBR.

             About Nicolas Marsch, Briarwood and Colony

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection on Feb. 25, 2010 (Bankr. S.D.
Calif. Case No. 10-02939).  Mr. Marsch estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

Briarwood Capital, LLC, also based in Rancho Santa Fe, filed for
Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. S.D.
Calif. Case No. 10-02677).  In its schedules, the Debtor disclosed
$292,798,759 in assets and $18,563,641 in liabilities as of the
Petition Date.

Colony Properties International LLC and Colony Properties
International II LLC filed separate Chapter 11 petitions (Bankr.
S.D. Calif. Case Nos. 10-02937 and 10-03361).

The Colony cases were jointly administered, but were separately
administered from the Marsch and Briarwood cases.

Mr. Marsch has a 100% membership interest in Briarwood, which he
valued at over $274 million.  He also has a 100% membership
interest in Colony Properties.  Mr. Marsch also asserts more than
$2 million in claims against Briarwood and is a guarantor of debt
owed by Briarwood and by to KBR Opportunity Fund II.  He is also
the guarantor of Colony's debt to KBR.  Colony asserts more than
$668,000 in claims against Mr. Marsch.  Colony also asserts more
than $50,000 in claims against Briarwood.

Each of the Debtors proposed to employ Jeffry A. Davis, Esq., at
Mintz Levin Cohn Ferris Glovsky & Popeo, as bankruptcy counsel.
In July 2010, the Court held that Mintz Levin was ineligible to
represent the estates of Mr. Marsch, Briarwood and Colony
Properties, or any two of them.  Chapter 11 trustees have been
appointed in each of the cases.  Richard M. Kipperman serves as
Chapter 11 Trustee for the Colony Debtors.


CORUS BANKSHARES: Files Third Amended Chapter 11 Plan
-----------------------------------------------------
BankruptcyData.com reports that Corus Bankshares filed with the
U.S. Bankruptcy Court a Third Amended Chapter 11 Plan of
Reorganization. Under the Plan, unsecured creditors will be paid
5.9% to 54.3%. An accompanying Disclosure Statement was not filed
with the Court as a result of the July 28, 2011 order approving
the Disclosure Statement. Along with the Third Amended Plan, the
Debtors also filed a Second Amendment for the Plan Supplement
related to the Third Amended Chapter 11 Plan of Reorganization.
The Supplement contains a list of retained causes of action.

                       About Corus Bankshares

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., was closed
on Sept. 11, 2009, by regulators, and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Chicago-based MB Financial Bank, National
Association, to assume all of the deposits of Corus Bank.

Corus Bankshares sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-26881) on June 15, 2010, disclosing $314,145,828 in
assets and $532,938,418 in liabilities as of the Chapter 11
filing.

Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R.
Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the
Debtor's bankruptcy counsel.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  Kilpatrick Stockton LLP's Todd Meyers, Esq., and
Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark
Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller,
Esq., represent the official committee of unsecured creditors.


CYPRESS CREEK: Dist. Ct. Affirms Individual Debtors' Plans
----------------------------------------------------------
District Judge Susan C. Bucklew affirmed orders of the Middle
District of Florida Bankruptcy Court confirming the Plans of
Reorganization of James John Biggins, Kristin R. Biggins, Kimberly
Rae Norton, Michael Biggins, Elizabeth Biggins, James E. Biggins,
and Shirley R. Biggins.  SPCP Group, LLC, the Debtors' largest
unsecured creditor, appealed the confirmation of the plans.

Cypress Creek Assisted Living Residence, Inc., is a company that
owns an assisted living facility located in Sun City, Florida.
James John Biggins, Kristin R. Biggins, Kimberly Rae Norton, and
Michael Biggins are the shareholders of the Residence, and they
each own a 25% interest in the company.  Cypress Creek Assisted
Living Residence Management, LLC, is the management company that
manages and operates the assisted living facility.  In 2007, the
Residence borrowed approximately $5,000,000 from American Bank for
operation of the assisted living facility.  In connection with the
loan, the Residence executed a note in favor of American Bank,
which was secured by a mortgage on the property of the assisted
living facility.  The Bigginses and the Management company
executed and delivered to American Bank personal guaranties in
which each individually, absolutely, and unconditionally
guaranteed the obligations and liabilities of the Residence under
the note.

Through a series of transactions, American Bank assigned all of
its rights, title, and interests in the note, the mortgage, and
the guaranties to SPCP.  In May 2008, the note matured and became
immediately due to SPCP.  The Residence defaulted on the loan by
failing to make the payment due when the note matured.

As a result of the default, in September 2008, SPCP filed a civil
action in state court to foreclose on the property subject to the
mortgage, and for damages for breach of the note and breach of the
personal guaranties.  That lawsuit precipitated the Residence and
the Management company filing Chapter 11 petitions for bankruptcy.
The bankruptcy court later confirmed their Chapter 11 Plans of
Reorganization.  Those plans require the Residence and the
Management company to re-pay SPCP 100% of the debt owed to SPCP,
plus interest at a rate of 5.25%, in monthly payments of roughly
$36,000.  The plans further provide that the balance owed,
together with any accrued interest, will balloon and be fully due
and payable to SPCP 72 months after confirmation.  As a result of
the monthly and balloon payments provided for under the
reorganization plans, SPCP will be repaid 118% of its claim.

Since the Residence and the Management company filed their Chapter
11 petitions, they have continued to make all of the required
monthly payments to SPCP under their reorganization plans.
Nevertheless, SPCP proceeded with its state court action to
enforce the Bigginses' personal guaranties.  As a result, in
February of 2009, each of the Bigginses filed Chapter 13 petitions
for bankruptcy.  Their petitions were later converted to Chapter
11 petitions.  At the time of their filing, the debt owed to SPCP
totaled roughly $5.8 million.  Accordingly, in March 2009, SPCP
filed its Proof of Claim in each of the Bigginses' Chapter 11
actions, asserting its unsecured claim in the amount of that debt.

In August 2010, the bankruptcy court conducted a hearing at which
it confirmed the individual Debtors' Chapter 11 reorganization
plans over the objections of SPCP.  The Bigginses' plans permitted
them to retain their ownership interests in the Residence.
Furthermore, the plans did not require the Bigginses to make
monthly payments to SPCP because monthly payments instead were
being made to SPCP by the Residence and the Management company
under their reorganization plans, which provided for SPCP to be
repaid 118% of the debt it was owed.  However, SPCP retained the
right to enforce the guaranties signed by the individual Debtors,
if the Residence and the Management company defaulted on the
payments due under their reorganization plans.

At the confirmation hearing, the bankruptcy court found that the
Bigginses' reorganization plans complied with Sections 1129 (a)
and (b) of the Bankruptcy Code. In particular, the court found
that Debtors' reorganization plans were "fair and equitable," and
thus satisfied the cramdown requirements of Section 1129(b). This
meant that the Bigginses could properly enforce the plan
provisions, which permitted them to retain their interests in the
Residence, over SPCP's objections.  In doing so, the bankruptcy
court found that the absolute priority rule of 11 U.S.C. Section
1129(b)(2)(B)(ii) no longer applies to individual Chapter 11
debtors after the passage of the Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005. Additionally, the bankruptcy
court found that, by separating SPCP into its own creditor class
for the purpose of the cramdown of the reorganization plans, the
Bigginses had not subjected SPCP to improper gerrymandering.
Finally, the bankruptcy court found that the Bigginses had shown
that their plans were feasible.

On appeal, SPCP raised these issues: (1) whether the bankruptcy
court erred in ruling that the absolute priority rule no longer
applies to individual Chapter 11 debtors, and therefore the
Bigginses' plans, which permit them to retain their interest in
the Residence while SPCP is being paid less than its full claim,
were "fair and equitable" to SPCP; (2) whether the bankruptcy
court erred in ruling that separating SPCP into its own creditor
class was not improper gerrymandering; and (3) whether the
bankruptcy court erred in ruling that the Bigginses had shown,
based on clear and convincing evidence, that their plans of
reorganization were feasible.

A copy of the District Court's Sept. 21, 2011 Order is available
at http://is.gd/a3eTESfrom Leagle.com.

Cypress Creek Assisted Living Residence, Inc., and Cypress Creek
Assisted Living Residence Management, LLC are Chapter 11 debtors
(Bankr. M.D. Fla. Case Nos. 08-19481 and 09-02014).  Residence is
an assisted living facility in Sun City, Fla., with 110 beds, with
occupancy during the bankruptcy ranging from 86 to 93 beds.
Residence owns the assets of the business.  Management manages and
operates the facility with 40-some contract employees.  The
Debtors are represented by Bernard J. Morse, Esq. --
chipmorse@morsegomez.com -- at Morse & Gomez PA in Riverview, Fla.


DALLAS STARS: Set to Exit Bankruptcy by Late November
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that The Dallas Stars of the National Hockey League are in
a position to exit bankruptcy around the end of November under a
schedule approved Sept. 22 by the U.S. Bankruptcy Court in
Delaware.  The combined hearing to approve a sale of the team and
confirm the prepackaged reorganization plan is set for Nov. 23.
Before the Chapter 11 filing on Sept. 15, the team solicited
acceptances of the plan from creditors and signed up Vancouver
businessman Tom Gaglardi to buy the hockey club.

According to the report, on Sept. 22, the bankruptcy judge
required the submission of other offers by Oct. 22.  An auction
will occur on Nov. 21.  Sports lawyer Chuck Greenberg, who was
part of the group that purchased the Texas Rangers baseball club
last year in a bankruptcy auction, told the judge on Thursday
through his lawyer that he intends to bid.  Mr. Greenberg left the
Rangers after disagreements with club President Nolan Ryan. If Mr.
Gaglardi buys the team under the original contract, he will pay
off the $51.4 million loan from the NHL and give a $100 million
term loan payable to holders of the $250.9 million in first-lien
debt.

The report relates that the reorganization plan provides for the
holders of $146.2 million in second-lien debt to share $500,000 in
cash.  Before the bankruptcy filing, the plan was accepted by all
holders of the first-lien debt and holders of 89.6% of the second
lien obligation.

                        About Dallas Stars

Frisco, Texas-based Dallas Stars, L.P. -- http://stars.nhl.com/--
operates as a professional men's ice hockey team.  The company was
formerly known as Minnesota North Stars and changed its name to
Dallas Stars, L.P. in 1993.

Dallas Stars and three affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 11-12935 to 11-12938) on Sept. 15, 2011.
The affiliates are Dallas Arena LLC, Dallas Stars U.S. Holdings
Corporation, and StarCenters LLC.  Judge Peter J. Walsh presides
over the cases.  Martin A. Sosland, Esq., and Ronit J. Berkovich,
Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel
to the Debtors.  John H. Knight, Esq., at Richards Layton &
Finger, P.A., serves as the Debtors' Delaware counsel. The Garden
City Group, Inc., as their notice, claims, and solicitation agent.

Dallas Stars estimated $100 million to $500 million in assets and
debts in its petition.  The petitions were signed by Robert L.
Hutson, chief financial officer.

The team is owned by Dallas businessman Thomas O. Hicks' HSG
Sports Group.  Mr. Hicks was the former owner of the Texas
Rangers.  The Texas Rangers were sold in a bankruptcy court-
supervised auction to a group led by Hall of Fame pitcher Nolan
Ryan for $593 million.

The Stars are the second NHL team to file for bankruptcy since
2009, after the Phoenix Coyotes.

Counsel to JP Morgan Chase Bank, N.A., as Prepetition First Lien
Agent, is Mitchell A. Seider, Esq., and Joseph Fabiani, Esq., at
Latham & Watkins LLP.  Its Delaware counsel is Michael R.
Lastowski, Esq., at Duane Morris LLP.

First lien lender Monarch Alternative Capital LLC is represented
by Andrew M. Leblanc, Esq., at Milbank Tweed Hadley and McCloy
LLP.

Counsel to the NHL are Thomas W. Gowan, Esq., and J. Gregory
Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.

Counsel to GSP Finance LLC, as successor in interest to Barclays
Bank PLC, as Prepetition Second Lien Agent, is Jason Young, Esq.,
at Clifford Chance US LLP.


DENNY MCLAIN: Former Tigers Pitcher Arrested at Border
------------------------------------------------------
Dow Jones' DBR Small Cap reports that former Detroit Tigers
pitcher Denny McLain, a baseball legend who has had troubles with
the law and was once in bankruptcy, was arrested at the U.S.
Canada border on an outstanding warrant for fraud.


DEX MEDIA EAST: Bank Debt Trades at 40% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 60.40 cents-on
the-dollar during the week ended Friday, Sept. 23, 2011, a drop of
1.60 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 99 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.  The
Official Committee of Unsecured Creditors tapped Ropes & Gray LLP
as its counsel, Cozen O'Connor as Delaware bankruptcy co-counsel,
J.H. Cohn LLP as its financial advisor and forensic accountant,
and The Blackstone Group, LP, as its financial and restructuring
advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DEX MEDIA WEST: Bank Debt Trades at 29% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 70.70 cents-on
the-dollar during the week ended Friday, Sept. 23, 2011, a drop of
1.80 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 99 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International, Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois, served as lead bankruptcy counsel to
the Debtors.  Attorneys at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, served as local counsel.  Deloitte
Financial Advisory Services LLP was the financial advisor and
Lazard Freres & Co. LLC was the investment banker.  The Garden
City Group, Inc., was claims and noticing agent.  The Official
Committee of Unsecured Creditors tapped Ropes & Gray LLP as its
counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H.
Cohn LLP as its financial advisor and forensic accountant, and The
Blackstone Group, LP, as its financial and restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DUPONT FABROS: Moody's Raises Senior Unsecured Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service raised the senior unsecured rating of
DuPont Fabros Technology, LP and preferred equity rating of DuPont
Fabros Technology, Inc. to Ba1 and Ba2 from Ba2 and Ba3,
respectively, and revised the outlook to stable. The rating agency
expects further ratings improvement to be constrained by
macroeconomic weakness and uncertainty for at least the next
twelve months.

RATINGS RATIONALE

According to Moody's, DuPont Fabros has made meaningful progress
in lowering secured debt levels while increasing the size and
quality of the REIT's unencumbered asset pool. With the
elimination of the ACC4 term loan and the unencumbering of the
data center, secured debt is now only 5.5% of gross assets, down
from nearly 14% at the end of the 2010 second quarter. As well,
unencumbered assets now represent two-thirds of total gross
assets, up from less than one-half one year ago. Importantly,
unencumbered cash flow covers unsecured interest expense by 3.2x.

Moody's believes a primary impediment to further ratings
improvement is the fragile economy, which dampens leasing velocity
thereby constraining growth. DuPont Fabros' concentration
characteristics—by tenant, asset and geography—have improved
though currently do not align with Moody's expectations for
investment grade REITs. Additionally, the company's strategy for
growth is highly dependent upon construction of large wholesale
data centers, which entails greater risk than is typically found
in similar-sized REITs in more traditional commercial property
types.

Moody's would expect to revisit DuPont Fabros' ratings with a
positive bias with continued growth approaching $4 billion in
gross assets, fixed charge coverage above 2.5x and net debt /
EBITDA less than 5x. In any upward ratings scenario, Moody also
expects that the firm will have successfully leased the new
development projects in Chicago, New Jersey, Santa Clara and
Virginia.

A reversal in DuPont Fabros' lower secured debt levels and higher
unencumbered assets would lead to negative ratings pressure.
Further, fixed charge coverage near or below 2x as well as net
debt / EBITDA above 5x would also likely drive a downgrade.
Finally, any substantial challenges in leasing up new developments
would cause rating stress.

The following ratings were raised with a stable outlook:

DuPont Fabros Technology L.P. -- Ba1 senior unsecured, from Ba2.

DuPont Fabros Technology, Inc. -- Ba1 corporate family rating,
from Ba2; Ba2 preferred equity, from Ba3; (P)Ba2 preferred equity
shelf, from (P)Ba3.

Moody's most recent action with respect to DuPont Fabros took
place on October 6, 2010, when the rating agency affirmed the Ba2
senior unsecured rating and raised the outlook to positive from
stable.

DuPont Fabros Technology, Inc. (NYSE: DFT) is a Washington, DC
based real estate investment trust (REIT) that owns, develops,
operates and manages wholesale data centers. The company's data
centers are highly specialized, secure, network-neutral facilities
used primarily by national and international Internet and
enterprise companies to house, power and cool the computer servers
that support many of their most critical business processes.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


EAGLES CREST: Plan Confirmed; Admin. Claims Due Sept. 30
--------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa confirmed Eagles Crest Leasing Group 1,
LLC's first amended plan of reorganization and approved the
disclosure statement explaining that plan.

Any administrative claims, or claims arising under Section 506(b)
of the Bankruptcy Code, are due to be filed no later than
Sept. 30, 2011.  Claims arising from the rejection of executory
contracts or leases were due to filed Sept. 15.

Under the First Amended Plan, holders of General Unsecured Claims
will be paid in cash in full in two payments.  The secured claim
of Bank of the West will be paid in full in regular monthly
payments.  Equity interest holders will retain their interests in
corporate debtor.

In addition to the modification of its existing financing
arrangement with BOTW, the Reorganized Debtor will also make the
necessary changes to its business operations to result in greater
efficiencies and increased profits.  Those changes are:

   1. Changes to its procedures for background and credit checks
      of prospective tenants;

   2. Changing rental standards to reduce the risk of renting to
      undesirable tenants that cause damage, fail to pay their
      rent on time, and not skip out owing money after vacating
      their tenancy;

   3. Diligent record keeping and accounting procedures to
      increase income and reduce expenses, including
      implementation of new software;

   4. More maintenance and repairs handled in-house, as opposed to
      hiring contractors;

   5. Better control and use of security and pet damage deposits,
      resulting in more of the security deposit used after tenants
      leave, rather than paying for same out of general funds;

   6. New, better, and more diligent collections of amounts owed
      by tenants who terminate their leases early without paying
      the full amount they contracted to pay; and

   7. Aggressive collection of current bad debt that prior
      management failed to pursue.

A full-text copy of the First Amended Disclosure Statement, dated
Aug. 12, is available for free at:

            http://ResearchArchives.com/t/s?7701

                        About Eagles Crest

Coralville, Iowa-based Eagles Crest Leasing Group 1, LLC, is a
single asset, single purpose Iowa limited liability company formed
to develop, construct, own, and operate a 167-unit residential
apartment complex since completion of construction.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Iowa Case
No. 10-06103) on Dec. 27, 2010.  Donald F. Neiman, Esq., and
Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave,
P.C., in Des Moines, Iowa, serve as the Debtor's bankruptcy
counsel.  The Debtor disclosed 12,778,480 in assets and 11,755,325
in  liabilities as of the Chapter 11 filing.

Habbo G. Fokkena, the U.S. Trustee for Region 12, was unable to
appoint a committee of unsecured creditors in the Debtor's case.


EAGLE CROSSROADS: Has Interim Access to BofA Cash Collateral
------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized, on an interim basis, Eagle
Crossroads Center, LLC to collect all rents generated by its
retail shopping center in North Las Vegas on and after the
Petition Date and to use cash collateral.

The Debtor is authorized to use accounts and postpetition revenues
to satisfy its actual, ongoing, postpetition obligations.

On Nov. 20 2007, the Debtor entered into a loan agreement with
Morgan Stanley Mortgage Capital Holdings LLC, pursuant to which
the Debtor borrowed $52 million.  The Debtor has used the proceeds
of the loan to own, maintain, and operate the retail shopping
center property located at 6464 Decatur Boulevard in North Las
Vegas, Nevada.

Subsequently, and effective as of Dec. 28, 2007, Morgan Stanley
assigned its rights, title and interest in the loan, and to the
loan documents, to Wells Fargo Bank, N.A., as trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-HQ13.  Six months later, i.e. effective
as of June 30, 2009, Wells Fargo assigned its rights, title and
interest in the loan, and to the loan documents, to the lender.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant BofA a replacement lien on all
of the Debtor's unencumbered postpetition revenues, subject to an
appropriate carve out for the payment of administrative expenses
including professional fees.

The Debtor will also provide BofA all receipts, invoices, checks,
and other similar documents evidencing the Debtor's actual monthly
expenses.

The Court will hold a final hearing on the motion on Oct. 18,
2011, at 1:30 p.m.

Bank of America, N.A., as trustee for Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2007
HQ13, objected to the relief requested in the Debtor's cash
collateral motion because:

   -- the budget provided by the Debtor does not provide adequate
   information and, with respect to one category, appears to be
   unreasonably high;

   -- the Debtor's request for a 15% variance on each item and the
   unrestricted right to carry over any surplus from one month to
   the next are unreasonable;

   -- the proposed order granting the cash collateral motion does
   not properly restrict the Debtor from potential, and
   unnecessary, diminution of both the collateral and future rent
   proceeds; and

   -- the proposed order granting the cash collateral motion
   inadequately protects the lender by failing (i) to pay the
   lender postpetition interest, and (ii) to grant the Lender a
   replacement lien on the Debtor's postpetition revenue and
   assets.

Bank of America is represented by:

         Alfredo R. Perez, Esq.
         WEIL, GOTSHAL & MANGES LLP
         700 Louisiana, Suite 1600
         Houston, TX 77002
         Tel: (713) 546-5000
         Fax: 713.224.9511
         E-mail: alfredo.perez@weil.com

                   - and -

         Manesh J. Shah, Esq.
         WEIL, GOTSHAL & MANGES LLP
         200 Crescent Court, Suite 300
         Dallas, TX 75201
         Tel: (214) 746-7000
         Fax: (214) 746-7777
         E-mail: manesh.shah@weil.com

                   - and -

         David A. Barksdale, Esq.
         Jon T. Pearson, Esq.
         BALLARD SPAHR LLP
         100 North City Parkway, Suite 1750
         Las Vegas, NV 89106
         Tel: (702) 471-7000
         Fax: 702.471.7070
         E-mails: barksdaled@ballardspahr.com
                  pearsonj@ballardspahr.com

                   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.


EASTMAN KODAK: Draws $160MM From BofA Loan for Gen. Corporate Use
-----------------------------------------------------------------
Eastman Kodak Company on Sept. 23, 2011, initiated a draw of $160
million under its Second Amended and Restated Credit Agreement,
dated as of April 26, 2011, for general corporate purposes.  The
revolving credit advance bears interest at applicable margins over
the Base Rate, as defined in the Restated Credit Agreement.  The
borrowing will bear interest initially at 1.5% (the applicable
margin) plus the Base Rate, which fluctuates daily based on the
highest of these reference rates: the Federal Funds Rate plus
0.5%, Bank of America’s prime rate, and a one-month Eurodollar
rate plus 1.0%.  The Company may repay the advances at any time
without penalty, subject to certain conditions if the advances
have been converted to a Eurodollar rate.

The Restated Credit Agreement will terminate, and all outstanding
advances under it must be repaid, on the earliest of: (a) the date
which is five years from the effective date of the credit facility
(April 26, 2016), (b) the date all of the lenders’ commitments are
terminated, and (c) the 90th day prior to maturity of the
Company’s Senior Notes due 2013.

In addition, advances under the Restated Credit Agreement must be
prepaid to the extent that the outstanding advances, together with
letter of credit obligations exceed the U.S. or Canadian “Line
Cap” (the applicable borrowing base minus reserves) on any
business day.

The Restated Credit Agreement contains customary events of
default, including without limitation, payment defaults (subject
to grace and cure periods in certain circumstances), breach of
representations and warranties, breach of covenants (subject to
grace and cure periods in certain circumstances), bankruptcy
events, ERISA and Canadian pension plan events, cross defaults to
certain other indebtedness in excess of $50 million, certain
judgment defaults and change of control.  If an event of default
occurs and is continuing, the Lenders may decline to provide
additional advances, impose a default rate of interest, declare
all amounts outstanding under the Restated Credit Agreement
immediately due and payable, and require cash collateralization or
similar arrangements for outstanding letters of credit.

Eastman Kodak Company and Kodak Canada Inc., are borrowers under
the Second Amended And Restated Credit Agreement, dated as of
April 26, 2011, with Bank of America, N.A., as Administrative
Agent and Co-Collateral Agent; and Citicorp USA, Inc., as Co
Collateral Agent, and Citibank, N.A.; Wells Fargo Capital Finance
LLC, as Co-Syndication Agents; and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Citigroup Global Markets Inc., and Wells Fargo
Capital Finance LLC as Joint Lead Arrangers and Joint Bookrunners.

The lenders and their commitments are:


   Lender          Commitment  Credit Commitment     Commitment
   ------          ----------  -----------------     ----------
Bank of America   $88,125,000                  -    $70,000,000
Bank of America
(acting through
its Canada
branch)                    -        $10,875,000              -
Citigroup USA     $73,250,000         $6,000,000    $50,000,000
Wells Fargo Bank  $73,250,000         $6,000,000    $70,000,000
Morgan Stanley    $46,250,000         $3,750,000              -
PNC Bank, N.A.    $35,000,000                  -    $35,000,000
Bank of
New York Mellon  $23,125,000         $1,875,000              -
Industrial and
Commercial
Bank of China    $18,500,000         $1,500,000              -
Sumitomo Mitsui   $12,500,000                  -              -
                  -----------  -----------------   ------------
   Total         $370,000,000        $30,000,000   $225,000,000

                           *     *     *

The Wall Street Journal's Dana Mattioli and Dow Jones Newswires'
Matt Jarzemsky report that Kodak's decision to pull $160 million
from its credit line sparked concerns that Kodak may still be
burning rather than building cash.

Kodak said it would use the new funds for general corporate
purposes.  The report relates the lack of detail has left some
investors frustrated.

The report notes that Kodak's shares lost more than a quarter of
their value Monday, falling to $1.74 in 4 p.m. composite trading
on the New York Stock Exchange.  Bond investors also ran for the
exits, with one bond that matures in 2017 trading at just 47.4
cents on the dollar, down from 65 cents on the dollar.  The shares
and bonds each saw heavy trade.

The report points out Kodak's shares closed at their lowest level
since the 1950s.

The report recounts that, as recently as late July, Mr. Perez told
investors that the company's "heaviest cash-usage periods are
already behind us," and said the company would end the year with
$1.6 billion to $1.7 billion in cash, up from $957 million on
June 30.

"They have to sell some stuff to get there, and quick," said Chris
Whitmore, an analyst with Deutsche Bank, the report notes.  Mr.
Whitmore currently thinks Kodak will end the year with $1.4
billion in cash.  "We're questioning whether our estimate is even
too aggressive," he said.

The report says Kodak spokesman Gerard Meuchner wouldn't comment
specifically about the company's cash balance. "We certainly have
not consumed $957 million in cash since June 30," he said.

According to the report, Mr. Meuchner said Kodak chose to tap its
credit line, because 67% of its revenue in the first half was
generated outside the U.S., and the company opted not to bring it
back to the country.  Mr. Meuchner he acknowledged the company has
work to do to meet its cash targets.

"There's no explanation from the company other than, 'Oh, it's the
normal course of business'? The communication from this company is
abysmal," said Ken Luskin, chief executive of Intrinsic Value
Asset Management Inc., which owns 3.8 million Kodak shares,
according to the report.  The draw leaves Kodak with $75 million
available on its credit line.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

The Company's balance sheet at June 30, 2011, showed $5.33 billion
in total assets, $6.75 billion in total liabilities and a $1.42
billion total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

According to the March 16, 2011 edition of the TCR, Fitch Ratings
has affirmed its 'CCC' Issuer Default Rating on Kodak.  The
ratings and Negative Outlook reflect Kodak's continued struggles
to gain traction in its digital businesses as secular declines
persist and broaden to entertainment film within the traditional
film business.

In March, Moody's Investors Service demoted Kodak's corporate
rating to 'Caa1' coupled with a judgment the company "could"
consume $600 million to $700 million in cash during 2011.  Moody's
noted that Kodak has no material debt maturities until November
2013.


ENTERTECH ENVIRONMENTAL: S&P Cuts Ratings on Revenue Bonds to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on EnerTech
Environmental California LLC's $130.125 million senior tax exempt
revenue bonds and its $9.005 million seniors taxable revenue bonds
to 'D' from 'CCC+' due to nonpayment of debt service following
certain amendments to the loan and project documents.

"At the time of our last review, EnerTech was seeking to obtain
bondholder consent to draw on the project's capital and process
reserves," said Standard & Poor's credit analyst Theodore Dewitt.
These draws were necessary in the completion of a biosolids and
wastewater processing facility, which processes biosolids using
the company's proprietary SlurryCarb technology. However, the
facility does not currently process wastewater within mandatory
specifications. The project's plan was to draw on the process and
capital reserves in order to create new design specifications,
purchase equipment, and hire a new contractor.

After getting bondholder consent, EnerTech made amendments to the
project's loan documents that, among other things, allow for the
forbearance of current interest and principal payments on the
rated senior debt until June 2012.

"Per our criteria, slowing the timing of payments amounts to
lenders' receiving less than originally promised. In addition, it
is our view that the project will not generate enough cash to
satisfy unmade interest payments when these payments become due
and payable in June 2012. We expect that the project will have to
make continued distressed exchanges going forward. Therefore, the
ratings on this project will remain at 'D' until we believe that
there will be no further exchanges. This rating action follows
from our distressed debt criteria," S&P stated.


EVANS OIL: Fifth Third-Backed Plan Set for Oct. 6 Confirmation
--------------------------------------------------------------
A hearing to consider confirmation of the Chapter 11 plan of
reorganization of Evans Oil Company LLC and its debtor affiliates
will be held on Oct. 6, 2011, at 10:00 a.m., prevailing Eastern
Time, before the Hon. Barry S. Schermer of the U.S. Bankruptcy
Court for the Middle District of Florida, Fort Myers Division, at
Room 4-117, Courtroom E, 2110 First Street, in Fort Myers,
Florida.  Objections to confirmation of the Plan are due on or
before Sept. 29.

The Plan is the product of extensive negotiations among the
Debtors and certain of their major creditors.  Specifically, the
Debtors and Fifth Third Bank agreed to support a financial
restructuring of the Debtors' outstanding indebtedness,
obligations and capital structure.

The prepetition senior secured claim of Fifth Third Bank will be
an allowed claim against each of the Debtors in the aggregate
amount of $27.7 million.  The claim will not be subject to
reduction, disallowance, subordination, set off or counterclaim.

In full and final satisfaction of its claim, Fifth Third Bank will
be paid through a series of notes consisting of:

   (a) working capital revolving line of credit in the aggregate
       principal amount equal to $9.7 million;

   (b) a mortgage loan in the principal amount of $3.5 million
       secured by real property;

   (c) two separate term notes, one in the principal amount of
       $12 million and another in the principal amount of
       $2.5 million; and

   (d) the renewal of three existing letters of credit issued to
       certain of the Debtors' fuel suppliers, TransMontaigne
       Product Services, Inc., Chevron Products Company and Valero
       Energy Corporation.

Fifth Third Bank has agreed to waive any recovery relating to its
allowed deficiency claim.  Notwithstanding this treatment, Fifth
Third Bank will be entitled to vote to accept or reject the Plan.

Each holder of an allowed general unsecured trade claim, along
with each holder of an allowed deficiency claims relating to
“automotive assets” and each holder of allowed deficiency claims
relating to “nautical assets” will receive a pro rata distribution
of $116,000.

Holders of Interests in the Debtors will neither receive
distributions nor retain any property under the Plan for or on
account of those interests.

A full-text copy of the Disclosure Statement, dated Aug. 17, is
available for free at http://ResearchArchives.com/t/s?7703

                        About Evans Oil

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

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

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


EVERGREEN SOLAR: Committee Wins OK to Tap Garden City Group
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Evergreen Solar's official committee of unsecured creditors'
motion for an order establishing a protocol for compliance with
Section 1102(b)(3) of the Bankruptcy Code and to retain Garden
City Group as communications services agent to establish and
maintain, subject to the terms of the protocols, the Committee Web
site to provide access to certain information to the general
unsecured creditors.

                      About Evergreen Solar

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

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

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

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

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


FANNIE MAE: Reports Fault Regulator of Fannie, Freddie
------------------------------------------------------
American Bankruptcy Institute reports that regulators do not have
enough examiners for mortgage-finance giants Fannie Mae and
Freddie Mac, and have struggled at times to develop risk controls
for the companies, according to two reports released last week by
the inspector general of the Federal Housing Finance Agency.

                         About Fannie Mae

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

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

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

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


GATEWAY HOTEL: Court Approves Burke Hansen as Valuation Expert
--------------------------------------------------------------
Gateway Hotel, LLC -- aka Hilton Garden Inn and Hilton Garden Inn
Phoenix Airport North -- sought and obtained permission from the
U.S. Bankruptcy Court for the District of Arizona to employ Burke
Hansen LLC as valuation expert pursuant to the terms of an
engagement letter dated Sept. 6, 2011.

Burke Hansen estimates that its fees and costs for services to be
rendered will be roughly $21,000.  The Debtor said in court
filings that Burke Hansen will be paid a $21,000 retainer from
non-debtor third parties to be held by Burke Hansen as security
pending Court approval of its fees and expenses.  That payment
will give rise to a claim against the Debtor's estate that will be
fully subordinated to the allowed claims of all creditors in the
Debtor's bankruptcy case.

William Dominick, the firm's president, attest that neither Burke
Hansen nor its members, officers, or employees hold or represent
any interest adverse to the Debtor or its estate, its creditors,
or any other party-in-interest, and Burke Hansen is a
"disinterested person" as such term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

Mr. Dominick will be the person primarily responsible for handling
this engagement for Burke Hansen, and Mr. Dominick's customary
hourly rate, which is subject to periodic adjustments, is $350.

The firm may be reached at:

          William M. Dominick
          BURKE HANSEN LLC
          1601 North 7th Street‚ Suite 340
          Phoenix‚ AZ 85006
          Tel: (602) 257-1451
          Fax: (602) 253-4862

                        About Gateway Hotel

Phoenix, Arizona-based Gateway Hotel, LLC -- aka Hilton Garden Inn
and Hilton Garden Inn Phoenix Airport North -- is primarily
engaged in the hotel and restaurant business.  It filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No.
11-08302) on March 29, 2011.  Robert J. Miller, Esq., Bryce A.
Suzuki, Esq., Kyle S. Hirsch, Esq., at Bryan Cave LLP, serve as
the Debtor's bankruptcy counsel.  Woods and Dwyer serves as
accountants.  The Debtor estimated its assets and debts at $10
million to $50 million.

Affiliate Windsor Commercial Construction, LLC, filed a separate
Chapter 11 petition on Oct. 13, 2009 (Bankr. D. Ariz. Case No.
09-25724).

Gateway Hotel filed a disclosure statement and Chapter 11 plan of
reorganization dated May 12, 2011.  Under the plan, the Debtor
seeks to pay all claims in full, either on the effective date or
over time.  The Debtor proposes to restructure the terms of its
subsidiaries owed to lender, the largest single creditor of the
estate, so that the Debtor is afforded the necessary breathing
room to pay lender's claim in full, with interest, over time.

Attorneys for secured lender 2010-1 SFG Venture LLC are:

          Kevin J. Morris, Esq.
          David D. Cleary, Esq.
          Kami M. Hoskins, Esq.
          GREENBERG TRAURIG, LLP
          2372 East Camelback Road, Suite 700
          Phoenix, AZ 85016
          Tel: 602-445-8235
          Fax: 602-445-8687
          E-mail: morriskj@gtlaw.com
                  clearyd@gtlaw.com
                  hoskinsk@gtlaw.com


GATEWAY HOTEL: Wants More Plan Time as SFG Readies Own Plan
-----------------------------------------------------------
Gateway Hotel LLC asks the U.S. Bankruptcy Court for the District
of Arizona to extend its exclusive period to file a Chapter 11
plan until Dec. 15, 2011.

Robert J. Miller, Esq., at Bryan Cave LLP, says this Chapter 11
case will continue to progress effectively and efficiently towards
a successful reorganization if Debtor is granted an extension.

The Court approved Debtor's first amended disclosure statement in
support of plan of reorganization dated May 12, 2011.

Mr. Miller says, on Aug. 4, 2011, 2010-1 SFG Venture LLC, who
asserts a senior lien on all of Debtor's assets relating to the
Hotel, asked the Court to modify the exclusive solicitation
period, seeking authorization to file and solicit votes in favor
of a competing plan of reorganization.  However, the Court denied
the SFG's request.

SFG has claimed the Debtor's Plan is "a new value plan with no new
value."  SFG Ventures states that by not providing its general
unsecured creditors with the full present value of their claims
while providing that the Debtor's existing equity holders will
retain their equity for no consideration, the Debtor's Plan
violates the absolute priority rule provided in Section 1129(b)(2
(B) of the Bankruptcy Code.

                     The Chapter 11 Plan

Under the Plan, the Debtor seeks to pay all claims in full, either
on the effective date or over time.  In connection with
successfully accomplishing the foregoing, the Debtor proposes to
restructure the terms of its subsidiaries owed to lender, the
largest single creditor of the estate, so that the Debtor is
afforded the necessary breathing room to pay lender's claim in
full, with interest, over time.

The Debtor will make plan distributions from revenues generated by
the Debtor's business operations or such other sources as the
Debtor deems appropriate in its reasonable business judgment.

  Classes                    Treatment         Amount of Claim
  -------                    ---------         ---------------
Class 1: Administrative    Paid in full in   $75,000
                            cash on effective
                            date

Class 2: Priority Unsec.   Paid in full in   $15,000
                            over time

Class 3: lender's          Paid in full in   $25,750,000
                            over time

Class 4: Secured Tax       Paid in full in   $70,000
                            over time

Class 5: General Unsec.    Paid in full in   $250,000
                            over time

Class 6: Equus             Paid in full in   $40,500
                            over time

Class 7: Equity Holders    retained          N/A

HLT Existing Franchise, LLC, and 2010-1 SFG Venture LLC, a senior
secured lender to the Debtor, objected to the approval of the
disclosure statement complaining that (1) the Debtor offers no
valuation of the Property, (2) Debtor has no equity in the
Property, (3) the priority and secured tax claims of Maricopa
County have been extinguished by SFG, and (4) Equus cannot serve
as an impaired consenting class because it is an insider.

SFG claimed that as a result of these four key facts, the Plan
does not meet several confirmation requirements, because:

    (1) 11 U.S.C. Section 1129(a)(1): the Plan uses an improper
        classification scheme and fails to specify SFG's
        deficiency claim; and

    (2) 11 U.S.C. Section 1129(a)(10): with a proper
        classification scheme, the Plan will not have an impaired
        consenting class.

                        About Gateway Hotel

Phoenix, Arizona-based Gateway Hotel, LLC -- aka Hilton Garden Inn
and Hilton Garden Inn Phoenix Airport North -- is primarily
engaged in the hotel and restaurant business.  It filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-
08302) on March 29, 2011.  Robert J. Miller, Esq., Bryce A.
Suzuki, Esq., Kyle S. Hirsch, Esq., at Bryan Cave LLP, serve as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Affiliate Windsor Commercial Construction, LLC, filed a separate
Chapter 11 petition on Oct. 13, 2009 (Bankr. D. Ariz. Case No.
09-25724).


GATEWAY METRO: Section 341(a) Meeting Scheduled for Oct. 3
----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of Gateway Metro Center LLC on Oct. 3, 2011, at 9:00 a.m.  The
meeting will be held at RM 2612, 725 S Figueroa St., Los Angeles,
California.

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

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

                     About Gateway Metro Center

Gateway Metro Center LLC, owner of an 11-story Gateway Metro
Center office building in Pasadena, California, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-47919) on Sept. 6, 2011.
Judge Barry Russell presides over the case.  Howard J. Weg, Esq.,
and Lorie A. Ball, Esq. -- hweg@pwkllp.com and lball@pwkllp.com --
at Peitzman, Weg & Kempinsky LLP, in Los Angeles, California,
represent the Debtors.  In its schedules, the Debtor disclosed
$32,570,485 in assets and $22,338,135 in debts.  The petition was
signed by John F. Pipia, its president.


GENERAL MOTORS: Moody's Reviews 'Ba2' Corporate for Upgrade
-----------------------------------------------------------
Moody's Investors Service is reviewing the Ba2 Corporate Family
Rating (CFR) and Baa3 secured credit facility rating of General
Motors Company (GM) for possible upgrade. The review is based on
improvements in operating and financial performance and pending
resolution of a new union contract. The company has reached a
tentative agreement with the United Auto Workers (UAW) union for a
new 4-year contract. A ratification vote is expected within the
next ten days, and if approved the contract would cover GM's
approximately 50,000 UAW employees in the US. The company's
Speculative Grade Liquidity is affirmed at SGL-1.

RATINGS RATIONALE

Moody's review is focusing on three key factors. First is the
degree to which the proposed contract will enable GM to maintain
its current level of operating flexibility, cost competitiveness
and low breakeven point in its North American operations. The
review will also consider GM's long-term commitment to maintaining
critical operating and financial disciplines that it has embraced
since 2009. These disciplines include: matching vehicle production
with retail demand; restraining the use of incentives; continuing
its aggressive initiatives to improve vehicle renewal rates and
product quality levels; and maintaining financial policies that
limit the use of cash for acquisitions and shareholder returns in
order to preserve a strong balance sheet and robust liquidity
position. Finally, Moody's will assess the sustainability of GM's
performance in the face of near-term financial and economic
uncertainty in both global and regional markets.

Bruce Clark, senior vice president with Moody's said, "A critical
issue in Moody review is whether the new contract will preserve's
GM's new-found competitiveness, and support its ability to contend
with increasing volatility in the global economy. Moody initial
assessment is that the contract should enable GM to remain
competitive in North America."

Several factors point to the possibility of a higher rating for
GM. For the last twelve months (LTM) through June 2011, GM's key
financial metrics include: EBITA/interest of 2.8x; debt/EBITDA of
approximately 2.4x; EBITA margin of 6.7%; and free cash generation
of $4 billion. These metrics compare well with those of other Ba
rated automotive companies and with the financial metrics
specified as typical for the Ba category in Moody Global
Automotive Methodology. In addition, the competitiveness of GM's
North American product portfolio continues to increase, and the
company has emphasized its long-term commitment to maintaining a
low North American breakeven level, a strong balance sheet, and
ample net liquidity. Moody estimates the company's net liquidity
position to be approximately $29 billion.

The central issue in Moody's review will be GM's ability to
sustain its improved performance over the longer run. Challenges
include near-term economic uncertainties for the global economy
and the ongoing cyclicality within the automotive sector.
Ratification of a UAW contract that does not compromise the
company's competitive position in North America would provide
greater clarity on future performance. Positive rating action
would also be predicated on a sustained commitment by GM to
maintain prudent operating and financial disciplines.

The last rating action for GM was the assignment of the company's
Ba2 Corporate Family Rating on October 11, 2010.

The principal methodology used in rating General Motors Company
was the Global Automobile Manufacture Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009. Please see the
Credit Policy page on www.moodys.com for a copy of these
methodologies.


GREAT ATLANTIC: Changes EBITDA Intervals in DIP Loans
-----------------------------------------------------
In a regulatory filing Friday, The Great Atlantic & Pacific Tea
Company discloses that on Sept. 21, 2011, the Company and certain
of its U.S. subsidiaries, each as a borrower, entered into a
Second Amendment to the DIP Credit Agreement, to amend its Third
Amended and Restated Superpriority Debtor-in-Possession Credit
Agreement, dated as of Jan. 13, 2011, and as amended by the First
Amendment dated as of July 8, 2011, by and among the Company, its
subsidiaries that are borrowers party thereto, JPMorgan Chase
Bank, N.A., as administrative agent and as collateral agent and
the lenders from time to time party thereto.

Pursuant to the terms of the Second Amendment to the DIP Credit
Agreement, among other things, it amends the covenants regarding
Minimum Excess Availability and Minimum Cumulative EBITDA.  The
Second Amendment to the DIP Credit Agreement changes the
measurement intervals for Minimum Excess Availability requirements
and reduces its Minimum Cumulative EBITDA requirements to have
them measured beginning with respect to the period ending Dec. 31,
2011, rather than prior to such time as required by the DIP Credit
Agreement, provided that if the Company has filed a plan of
reorganization reasonably satisfactory to the DIP Lenders prior to
Dec. 31, 2011, then the measurement period for the Minimum
Cumulative EBITDA covenant will be measured beginning on February
25, 2012.

A complete text of the Second Amendment is available for free at:

                       http://is.gd/w2aRcW

                  About Great Atlantic & Pacific

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

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

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

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

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


GREENHOUSE HOLDINGS: Files Amendment No. 1 to 2010 Form 10-K
------------------------------------------------------------
GreenHouse Holdings, Inc., filed on Sept. 23, 2011, amendment no.
1 to its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2010, to address certain comments received by the
Securities and Exchange Commission regarding the Company's
disclosures concerning its recent sales of unregistered securities
and certifications and to revise certain other items therein.

The revised disclosures on recent sales of unregistered securities
are found on page 17 of the Form 10-K/A.

As reported in the TCR on April 8, 2011, the Company reported a
net loss of $4.6 million on $6.7 million of revenues for 2010,
compared with a net loss of $1.7 million on $4.5 million of
revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $7.6 million
in total assets, $5.3 million in total liabilities, and
stockholders' equity of $2.3 million.

A complete text of the Form 10-K/A is available for free at:

                       http://is.gd/a9KNWO

San Diego, Calif.-based GreenHouse Holdings, Inc. (OTC BB: GRHU)
-- http://www.greenhouseintl.com/-- is a provider of energy
efficiency and sustainable facilities solutions.  The Company
designs, engineers and installs products and technologies that
enable its clients to reduce their energy costs and carbon
footprint.  The Company has two business segments, Energy
Efficiency Solutions (EES) and Sustainable Facilities Solutions
(SFS).  The Company serves residential, industrial, commercial,
government and military markets in the United States and abroad.

                          *     *     *

PKF, in San Diego, Calif., expressed substantial doubt about
GreenHouse Holdings' ability to continue as a going concern.  The
independent auditors noted that the Company had an accumulated
deficit of $6,753,036, a net loss and net cash used in operations
of $4,644,966 and $3,509,800, respectively, for the year ended
Dec. 31, 2010.


H&S JOURNAL: Reaches Deal With Burnside Trustee on Sale
-------------------------------------------------------
H&S Journal Square Associates LLC, asks the U.S. Bankruptcy Court
for the Southern District of New York to approve a stipulation and
order resolving motion of the Chapter 11 trustee of Burnside Lot
Stores, Inc., seeking an order compelling the sale of the Debtor's
real property.

As reported in the Troubled Company Reporter on Aug. 30, 2011,
Mr. Messer is the Chapter 11 trustee of Burnside Avenue Lot
Stores, Inc., et al.   The Burnside estate is an affiliate of the
Debtor pursuant to a Court order dated Aug. 1, 2008, and Jan. 13,
2010.

The trustee asked the Court to compel the sale of the East 22nd
Street and Quentin Road Property and the H&S Journal Property
which are pledged as collateral under the Burnside Funding
Agreement.  The agreement was entered among the trustee and Scott
Dweck, Albert Dweck, Valarie Dweck and Adele Dweck, for the
purchase of the Burnside estate assets and settle certain claims,
in exchange for a fund to pay the creditors with allowed claims
against the Burnside estate.

According to the trustee, the Debtor has remained in possession of
its assets and is authorized to continue in the operation and
management of its business as a debtor-in-possession.  The
Debtor's assets also secure indebtedness amounting to $18,442,173
to CA 912 921 Bergen Avenue, LLC, successor in interest to Oritani
Bank.

The trustee negotiated with CA the terms of a sale that would
redound to the benefit of other creditors and provide for a cap on
the amount of the secured lenders debt.  Subject to the approval
of this Court, the Trustee and the CA agree to these terms of sale

According to the stipulation:

   -- the Debtor guaranteed the obligations owed under a certain
   funding agreement with Mr. Messer to discharge the Lot Stores
   plan of reorganization as modified;

   -- there has been a default in payment of monies owed to
   Mr. Messer under the Lot Store Plan; and

   -- on Aug. 5, 2011, Mr. Messer sought inter alia to compel the
   sale of the real property owned by the Debtor in furtherance of
   its guarantee of the Lot Store Plan; and

   -- Mr. Messer and the Debtor wish to amicably settle the
   motion.

On Sept. 1, 2011, the Debtor and Mr. Messer entered into a
stipulation which provides for:

   * the retention of Eastern Consolidated Properties, Inc., as
   its real estate broker to assist the Debtor to locate a
   potential purchaser (a Stalking Horse Contract) for its real
   property located at 912-921 Bergen Avenue, Jersey City, New
   Jersey;

   * by Sept. 15, 2011, the Debtor will file a Chapter 11 plan of
   reorganization and supporting disclosure statement providing
   inter alia ultimately for a post-confirmation sale of the
   property with the assistance of Eastern Consolidated, or a
   subsequent auction thereof to be conducted by Mr. Messer or
   under his direction, in the event Eastern Consolidated is
   unable to obtain a Stalking Horse Contract on or before
   Oct. 30, 2011.

   * by Sept. 15, 2011, the Debtor will file and serve a motion
   objecting to the claim of CA-912-921 Bergen Avenue, LLC in
   whole or part.  The objection will be made returnable on
   Oct. 4, 2011, with responsive papers due on Sept. 27, 2011.

   * by Oct. 30, 2011, the Debtor will sign a so called stalking-
   horse contract for the property with bidding procedures to be
   subsequently established by further order of the Bankruptcy
   Court and otherwise subject to higher and better bids.

               About H&S Journal Square Associates

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-11623) on April 6, 2011.  Kevin J. Nash, Esq., and J.
Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in New
York, represents the Debtor.  The Debtor disclosed $20,799,032 in
assets, and $18,944,510 in debts.

                     About Burnside Avenue

Bronx, New York-based Burnside Avenue Lot Stores Inc., dba Lot
Stores, owns and operates department stores.  The Debtor, with its
26 affiliates, filed a chapter 11 petition on July 31, 2008
(Bankr. S.D.N.Y. Case Nos. 08-12988 through 08-13017).  Judge
James M. Peck presides over the case.  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom Nash, LLP, represents the Debtor in
its restructuring efforts.  Burnside Avenue disclosed assets of
$13 million and debts of $18 million as of the Petition Date.

In December 2008, the Bankruptcy Court appointed a Chapter 11
trustee for Burnside Avenue.


HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 71.71 cents-on
the-dollar during the week ended Friday, Sept. 23, 2011, a drop of
0.71 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa2 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 99 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

The Company's balance sheet at June 30, 2011, showed $3.01 billion
in total assets, $3.33 billion in total liabilities, and a
$317.30 million deficit.

Hawker Beechcraft reported a net loss of $304.3 million on $2.80
billion of total sales for 12 months ended Dec. 31, 2010.  Net
loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively.  The Company reported a net loss of $126 million on
$1.14 billion of total sales for the six months ended June 30,
2011, compared with a net loss of $120 million on $1.20 billion of
total sales for the six months ended June 27, 2010.

To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program.  The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HOWREY LLP: Being Taken Over by Chapter 11 Trustee
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that partners from the law firm Howrey LLP lost control of
the liquidation when the bankruptcy court last week authorized
appointment of a Chapter 11 trustee.  The firm, once known for
expertise in antitrust and intellectual property law, filed under
Chapter 11 in June.

The report recounts that in mid-September, Citibank NA, the
secured lender, sought either a trustee or conversion of the case
to Chapter 7 after deciding to withdraw permission to use cash
after Sept. 23.  The cash represented proceeds from accounts
receivable that were part of the bank's collateral pool.

Citibank, according to the report, complained that $5.8 million of
its cash already had been used up for costs of the Chapter 11 case
without producing an agreement with the creditors' committee on a
budget for a liquidating plan.

With consent from the firm and the committee, the bankruptcy judge
on Sept. 22 authorized the U.S. Trustee to select a trustee,
according to Mr. Rochelle.

                         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: Trenk DiPasquale Okayed as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey authorized Hudson Healthcare, Inc., to
employ Trenk, DiPasquale, Webster, Della Fera & Sodono, P.C. as
counsel.

The Court also approved the $108,043 prepetition retainer paid by
the Debtor to Trenk DiPasquale.

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

                  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.  Attorneys at Trenk,
Dipasquale, Webster, et al., serve as counsel to the Debtor.

Affiliate Hoboken Municipal Hospital Authority also sought Chapter
11 protection.


HUDSON HEALTHCARE: Parties Oppose Sale to Bayonne Owners
--------------------------------------------------------
Parties-in-interest filed with the U.S. Bankruptcy Court for the
District of New Jersey their objections to Hudson Healthcare,
Inc.'s motion to sell substantially all of its assets to HUMC
Holdco, LLC, and HUMC Opco, LLC, pursuant to an asset purchase
agreement.

As reported in the Troubled Company Reporter on Aug. 16, 2011,
HUMC Holdco is a private group that also owns Bayonne Medical
Center.  The state Health Planning Board unanimously voted in
Trenton to recommend to the Commissioner of Health that a
Certificate of Need be issued and the sale be approved.  The
issuing of a Certificate of Need is essentially the final step in
a hospital transaction.

The TCR reported that the Department of Health and Senior Services
issued a staff report recommending the Planning Board approve the
sale with certain conditions.  One of the conditions is that the
new owners keep current contracts with insurance providers for 12
months.

Holdco, according to the TCR, has pledged to maintain it as a
hospital for at least seven years.  The proposed transaction
totals $91.7 million in deal considerations, including a
$51.6 million cash payment to extinguish the city's bond
guarantee.  The TCR reported that the new deal will extinguish the
city's $52 million bond guarantee, and remove the city from the
hospital's operations.  The new owners have pledged to put $20
million in capital improvements in the hospital.

Express Scripts, Inc., a party to an agreement with Hoboken
University Medical Center, an entity owned by Hoboken Municipal
Hospital Authority, tells the Court that neither Hoboken
University Medical Center nor Hoboken Municipal Hospital Authority
are Debtors under the Bankruptcy Code.  ESI relates that the Court
must deny the sale motion to the extent it seeks to reject an
agreement with ESI because the contract is not property of the
estate and section 365 of the Bankruptcy Code does not enable a
Debtor to reject contracts to which it is not a party.  The Debtor
is not a party to the agreements and cannot reject them in its
bankruptcy case, according to ESI.

WM Healthcare Solutions, Inc., and Waste Management of New Jersey,
Inc. related that they do not object to the assumption or
assignment of WMNJ agreements or WMHS agreement, to the extent
that the purchaser elects to do so, but need to reconcile their
accounts and resolve cure discrepancies with the Debtor, and
barring same, request a hearing on the proper cure amount if and
when the purchaser elects to assume the contracts.  If and when
the purchaser elects to assume the contracts, the issues
concerning the assumption and assignment of the Cintas and
Stericycle contracts will also have to be resolved. WMHS and the
Debtor are counterparties to a certain Integrated Contract and
Services Agreement.  There is currently due from the Debtor to
WMHS the sum of $72,916 under the WMHS Agreement.

WMNJ and the Debtor are counterparties parties to various Service
Agreements.  There is currently due from the Debtor to WMNJ the
sum of $5,910 under the WMNJ Agreements.

ESI is represented by:

         Michael P. Pompeo, Esq.
         DRINKER BIDDLE & REATH LLP
         500 Campus Drive
         Florham Park, NJ 07932
         Tel: (973) 360-1100
         Fax: (973) 360-9831
         E-mail: Michael.Pompeo@dbr.com

                 - and -

         Marshall C. Turner, Esq.
         HUSCH BLACKWELL LLP
         190 Carondelet Plaza, Suite 600
         St. Louis, MO 63105
         Tel: (314) 480-1500
         Fax: (314) 480-1505
         E-mail: marshall.turner@huschblackwell.com

WM Healthcare and Waste Management are represented by:

         Jerrold S. Kulback, Esq.
         ARCHER & GREINER, A Professional Corporation
         One Centennial Square
         Haddonfield, NJ 08033-0968
         Tel: (856) 795-2121
         Fax: (856) 795-0574
         E-mail: jkulback@archerlaw.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.  Attorneys at Trenk,
Dipasquale, Webster, et al., serve as counsel to the Debtor.

Affiliate Hoboken Municipal Hospital Authority also sought Chapter
11 protection.


IBERIAN MINERALS:  Receives Expected Bank Waiver
------------------------------------------------
Iberian Minerals Corp. has received the expected waiver from the
senior lenders of the US$ 50 million Aguas Tenidas bank facility.

Iberian previously reported certain covenant breaches under the
MATSA Facility which occurred as at Dec. 31, 2010.  The receipt of
the waiver formally returns the MATSA Facility to good standing.

Iberian Minerals Corp. is a Canadian listed global base metals
company with interests in Spain and Peru.  The Condestable Mine,
located in Peru approximately 90 km south of Lima operates at 2.2
million tons per year producing copper, and associated silver and
gold in a concentrate.  The Aguas Tenidas Mine is in the Andalucia
region of Spain approximately 110 km north-west of Seville and
operates a 2.2 million tonnes per year underground mine and
concentrator that produces copper, zinc and lead concentrates that
also contain gold and silver.


INTERPROPERTIES FINANCE: Fitch Rates $185MM Notes at 'BB-'
----------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'BB-(EXP)' to
Interproperties Finance Trust's (IFT) proposed USD185 million
senior secured notes.  Fitch has also assigned 'BB-' local and
foreign currency Issuer Default Ratings (IDRs) to Interproperties
Holding (Interproperties) and to IFT.  The Rating Outlook is
Stable.

IFT, the issuer of the notes, is a newly formed trust constituted
under the laws of the Cayman Islands solely to issue the proposed
notes.  The notes are structured as if they were senior secured
obligations of Interproperties. The final rating is contingent
upon the receipt of final documents conforming to information
already received.

The ratings reflect Interproperties' solid market position,
adequate asset diversification, high leverage, execution risk of
the capex plan, and good collateral support incorporated in the
proposed transaction.  The Stable Outlook incorporates the
expectation that the company's credit profile, and collateral
support, will improve following the completion of the capex plan.

Solid Market Position:

Interproperties' ratings reflect its solid business position in
Peru's shopping center industry with participation in eight
shopping centers, stable and predictable cash flow generation,
positive industry momentum riding on Peru's favorable economic
environment, and the low working capital requirements nature of
the industry with tenants responsible for most properties'
maintenance expenses.  Peru's favorable economic environment has
led to increases in disposable income, which in turn has boosted
retail sales growth at a higher rate than Peru's inflation rate
and GDP growth.  Further, there is a limited supply of gross
leasable area in the shopping centers, and therefore inadequate
supply of space to meet the demands of the main retailers. The
ratings reflect that the company will continue to benefit from the
positive business environment.

Significant Capex Plan:

Interproperties' has a significant capex plan which add to
execution risk.  The capex plan is expected to increase revenues
derived from the new and expansionary projects upon their
completion.  The company's capex plan for 2011 and 2012, which
includes possible asset acquisitions, will require investments of
approximately USD138 million and USD83 million, respectively.  The
company's total gross leasable area (GLA) is expected to increase
from 94,317 m2 GLA by the end of 2010 and reach levels of 177,933
m2 and 244,542 m2 by 2012 and 2013, respectively.

The completion of the scheduled capex is expected to result in the
company's total revenue reaching levels of approximately USD17
million, USD25 million, and USD38 million during full years 2011,
2012, and 2013.  The main development in the company's capex plan
is the Salaverry project with a total investment of approximately
USD70 million.  This project will add 66,609 m2, generate annual
revenues for approximately USD12 million and start operations
during 1Q'13.

High Leverage:

The ratings also reflect Interproperties' current high leverage
and the expectation that significant deleveraging will occur by
2013 as the company's capex plan completion should result in
significant increase in its cash flow generation, measured by
EBITDA.  By the end of June 2011, the company's gross leverage,
measured by total debt to EBITDA ratio, was 7.7 times (x)
reflecting its LTM June 2011 EBITDA of USD10.2 million and total
debt -- by the end of June 2011 -- of USD79 million.

Considering the proposed USD185 million senior secured notes, the
company's gross leverage is expected to reach a gross leverage of
14.2x by the end of 2011.  Significant deleveraging is expected to
occur during 2012 and 2013 to reach gross leverage ratios of 9.6x
and 6.2x, respectively, as the completion of capex plan should
results in EBITDA levels of approximately USD22 million and USD32
million during 2012 and 2013, respectively.  The company's total
debt is expected to be approximately USD208 million by the end of
2011, being composed of the USD185 million proposed secured notes
and the remaining of secured debt with banks.

Good Collateral Support:

Positively the ratings considers the collateral support
incorporated in the proposed transaction secured by encumbered
assets composed by real properties with a commercial value of
approximately USD175 million as of June 2011.  In addition, the
transactions also includes a second lien on properties with a
commercial value of approximately USD46 million that secure bank
debt for approximately USD25 million.  Considering the collateral
without debt with banks, on a pro forma basis the loan to value
ratio for the proposed transaction is estimated at 95%.  The
ratings incorporate the expectation that once the company's capex
plan is completed by mid 2013, the loan to value ratio should
improve to reach levels of approximately 60%.

JAMES HOCKENBERRY: Plan That Pays Creditor $10T in 8 Yrs Rejected
-----------------------------------------------------------------
Bankruptcy Judge John E. Hoffman, Jr., denied confirmation of
James E. Hockenberry Jr.'s Chapter 11 plan pursuant to a Sept. 16,
2011 Memorandum Opinion and Order available at http://is.gd/VPUG5t
from Leagle.com.  Mr. Hockenberry has proposed a Chapter 11 plan
under which the only general unsecured creditor in his case -- a
creditor holding a claim of nearly $1 million -- would receive a
mere $10,000 over eight years.  The creditor, Cadles of Grassy
Meadows II, LLC, would like to receive more and, not surprisingly,
has rejected the plan and objected to confirmation.  The Court
order noted that paying a creditor cents on the dollar over time
rather than immediately on the effective date of the plan is
commonplace and, in and of itself, would not lead to a denial of
confirmation.  But in Mr. Hockenberry's case the delay in payment
causes the plan to violate 11 U.S.C. Sec. 1129(a)(7) because the
proposed payments have a present value that is less than the
amount Cadles would receive in a Chapter 7 liquidation.  And the
Debtor has not established the feasibility of his paying the
amount he proposes -- let alone the higher amount he would need to
pay in order to satisfy Sec. 1129(a)(7).

Sometime in the 1980s, Mr. Hockenberry became a limited partner in
a window company, Thermal Guard, Inc., an Ohio corporation.  The
company's limited partners, including Mr. Hockenberry, personally
guaranteed a $250,000 business loan that Thermal Guard obtained
from TransOhio Savings Bank.  Thermal Guard defaulted on its
payments under the loan and, on Oct. 13, 1989, TransOhio obtained
a joint and several judgment against the company and its partners
from the Summit County, Ohio Court of Common Pleas for $289,000
plus accrued interest of $24,356.97 through August 29, 1989 and
post-judgment interest at the rate of 12% per annum. The judgment
eventually became dormant.  After acquiring the judgment in 2006,
Cadles obtained an order from the State Court reviving it and then
garnished Mr. Hockenberry's wages and certain bank accounts he
owned jointly with his wife, Elsie Hockenberry, collecting between
$5,000 and $6,000 through those efforts.  In 2008, Mr. Hockenberry
moved the State Court to vacate the revived judgment, but his
motion was denied.

After a failed attempt to restructure the debt owed to Cadles in a
Chapter 13 case, Mr. Hockenberry filed a petition under Chapter 11
(Bankr. S.D. Ohio Case No. 09-59064) on Aug. 7, 2009.  Cadles
filed a proof of claim asserting a general unsecured claim for
$989,121.  Cadles is the only creditor in the Debtor's bankruptcy
case with a scheduled or filed general unsecured claim.


JOHN MCCOMBS: Heritage Bank Fails in Bid to Halt Cash Use
---------------------------------------------------------
Bankruptcy Judge Margaret A. Mahoney rejected Heritage First
Bank's request to prohibit John W. McCombs, Jr.'s use of cash
collateral because the Court finds that there is no cash
collateral.

Mr. McCombs on Feb. 16, 2007, borrowed $1,233,000 from Heritage
First Bank.  In conjunction with the loan, the Debtor executed a
mortgage and promissory note in favor of Heritage, which, in part,
granted Heritage a security interest in six rental properties
located in Baldwin County, Alabama.  The mortgage also contained a
rider that purported to assign all rents accrued from the Baldwin
County properties to Heritage.

The Debtor has managed and maintained the six rental properties
since the bankruptcy filing, including collection of rent.  The
Debtor has collected $14,300 in rent, of which $6,750 went to pay
Heritage and the remainder was used to maintain the properties.
The Debtor also conducted repairs and paid various bills since the
inception of the case.

On July 12, 2011, Heritage filed a motion to prohibit the Debtor's
use of the rental proceeds.  Heritage asserted that the collected
rent was cash collateral and that the Debtor was using it without
permission from the Court or Heritage.  The Debtor responded by
questioning the effectiveness of the assignment of rents clause.
The Court conducted a trial on Aug. 30, 2011.  At trial, Heritage
asserted that it was, and continues to be, entitled to 100% of the
rental proceeds because the assignment of rents clause in the
mortgage constituted an absolute assignment.  The Debtor argued
that the assignment of rents clause merely effectuated a security
interest and that the Debtor provided, and was willing to provide
additional, adequate protection to Heritage.

A copy of the Court's Sept. 23, 2011 Order is available at
http://is.gd/Kt4AM5from Leagle.com.

John W. McCombs Jr. filed for Chapter 11 bankruptcy (Bankr. S.D.
Ala. Case No. 11-01293) on March 31, 2011.   A. Richard Maples,
Jr., Esq. -- maplex@bellsouth.net -- at Maples & Fontenot, LLP, in
Mobile, Ala., serves as the Debtor's attorney.

Christopher Kern, Esq., in Mobile, Ala., represents Heritage First
Bank.


JUDY SHEA: Glendale Places Home Into Receivership
-------------------------------------------------
Brittany Levine at Los Angeles Times reports that Glendale City
Hall has appointed a receiver for Judy Shea's home after years of
failing to persuade the owner to bring the home into compliance
with building and safety codes.

According to the report, in addition to failing to obtain permits,
Shea endangered people living in her home at 4104 Lowell Ave., the
city argued in Los Angeles County Superior Court filings.

"This is the only time in Glendale's history that the city's done
this type of receivership, and it might be the last time," the
report quoted Deputy City Atty. Yvette Neukian as saying.  "We
needed to take extreme measures," he added.

The report relates that the city says Ms. Shea and her family
brought trouble upon themselves when they nearly quadrupled the
size of their home without seeking city approval or construction
permits.


KANSAS CITY SOUTHERN: S&P Affirms 'BB' on $200MM Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Kansas
City, Mo.-based freight railroad Kansas City Southern (KCS) to
positive from stable. "At the same time, we affirmed our ratings,
including the 'BB' corporate credit rating, on KCS. We are also
assigning a 'BB+' issue-level rating to Kansas City Southern de
Mexico S.A. de C.V.'s (KCSM) proposed $200 million revolving
credit facility with a '2' recovery rating indicating a
substantial (70%-90%) recovery of principal in a default
scenario," S&P related.

The outlook revision on KCS reflects improving volumes in Mexico,
growth across several major commodity types, stronger operating
performance, and strengthening credit metrics, resulting in funds
from operations to total debt, EBITDA interest coverage, and total
debt to EBITDA of 29%, 3.9x, and 3.1x for the 12 months ended June
30, 2011," said Standard & Poor's credit analyst Anita Ogbara.

The ratings on KCS reflect a financial risk profile that, while
improving, remains somewhat weaker than those of its Class 1
(large) peer railroads, substantial capital spending requirements,
and meaningful exposure to cyclical end markets, such as
automotive and manufacturing -- particularly in Mexico through its
subsidiary, KCSM, the Mexican railroad company it acquired in
April 2005. The favorable characteristics of the U.S. freight
railroad industry and KCS' strategically located rail network
partly offset these risks. "We characterize the company's business
risk profile as satisfactory, financial risk profile as
significant, and liquidity as adequate. Liquidity has previously
been a constraining factor for the ratings, though it has improved
significantly over the past few years. The ratings incorporate our
expectation that KCS will manage capital expenditures and growth
initiatives in a disciplined manner, maintaining FFO to total debt
in the high-20% area and debt to capital in the mid-40% area," S&P
related.

KCS is significantly smaller and less diversified than its peers,
but it operates a critical rail network in the South-Central U.S.
and Mexico. KCS owns KCSM, which has been fully integrated with
the operations of Kansas City Southern Railway Co. (KCSR), KCS'
principal U.S. subsidiary. KCS influences the management of KCSM's
daily operations, but KCSM and KCSR have retained separate legal
identities and continue to finance their operations separately.

KSC has implemented several cost-reduction measures targeted at
reducing operating expenses and improving profitability. For the
second quarter ended June 30, 2011, the company reported an
operating ratio (operating expenses as a percentage of operating
revenues) of 71.7%, lower (that is, better) than the 72.4% during
the comparable period in 2010. "We believe sequential improvement
in freight volumes, ongoing expense reduction, and moderate
capital spending will result in increased earnings and cash flow
for the remainder of 2011 and into 2012. Given KCS' relatively
limited scale and end-market diversity, its earnings stability is
somewhat weaker than its Class 1 peers," S&P said.

The outlook is positive. "Over the next few quarters, we expect
volume momentum to continue as a result of the gradually improving
economy, particularly in Mexico. We also expect KCS to continue to
benefit from generally favorable pricing trends and ongoing
efficiency improvements," Ms Ogbara continued. "As a result, we
expect near-term improvement in the company's credit measures,
maturity profile, and liquidity. Given the rebound in freight
volumes and increased pricing, we also expect KCS' operating
performance, profitability, and cash flow to continue
strengthening in the next few quarters."

"We could raise the ratings if earnings improvement results in FFO
to total debt in the low-30% area on a sustained basis. On the
other hand, we could revise the outlook to stable if weaker-than
expected economic growth in the US or Mexico results in lower
freight volumes or deterioration in operating performance
resulting in reduced liquidity or FFO to total debt declining into
the mid-20% area on a consistent basis," S&P added.


KANSAS CITY SOUTHERN: Moody's Gives 'Ba1' to $200-Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Kansas City
Southern de Mexico, S.A. de C.V.'s ('KCSM') $200 million senior
secured revolving credit facility due 2016. The company's other
ratings (corporate family rating of Ba2) are unaffected by the
action. The ratings outlook is stable.

RATINGS RATIONALE

KCSM's Ba2 rating reflects a sharp improvement trend in credit
metrics resulting from the substantial revenue and yield growth
that the company is demonstrating in the current economic
environment, particularly in light of higher growth in the Mexican
industrial sectors. The ratings also consider KCSM's substantial
debt balances, which the company will likely maintain for the
foreseeable future. Also, because the company's operations are
highly sensitive to conditions in both the U.S. and the Mexican
economies, KCSM's financial performance tends to be more volatile
through economic cycles than most Class I railroads.

The new senior credit facility replaces KCMS' existing $100
million credit facility due 2013. Terms and conditions under the
new credit facility are similar to those of the existing revolver.
The company intends to use this facility for working capital and
general corporate purposes.

KCSM's senior secured credit facility is rated Ba1, one notch
above the corporate family rating, in consideration of the
sizeable amount of unsecured debt in that entity's capital
structure that is junior to this facility. Moody's Loss Given
Default Methodology is not applied to Mexican entities including
KCSM.

The principal methodology used in rating Kansas City Southern de
Mexico, S.A. de C.V. was the Global Freight Railroad Industry
Methodology published in March 2009.

Kansas City Southern ("KCS') operates a Class I railway in the
central U.S. (The Kansas City Southern Railway Company, `KCSR')
and, through its wholly-owned subsidiary Kansas City Southern de
Mexico, S.A. de C.V. (`KCSM'), owns the concession to operate
Mexico's northeastern railroad.


LACK'S STORES: Court Extends Plan Filing Deadline to Nov. 14
------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas extended Lack's Stores, Inc.'s exclusive periods
to file a Chapter 11 plan and solicit acceptances of that Plan by
an additional 90 days, through and including Nov. 14, 2011, and
Jan. 16, 2012, respectively.

The Debtors told the Court that that they have a draft plan
prepared and are engaged in significant discussions with the
Official Committee of Unsecured Creditors and its professionals
regarding the ultimate resolution of the Chapter 11 cases.

The Debtors further disclosed that they have made significant
good-faith progress in the orderly administration of estate assets
and the generation of funds to pay creditors, and that the
requested extension of their exclusive periods will increase the
likelihood of a greater distribution to their creditors and equity
holders.

                       About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-60149) on Nov. 16, 2010, along with
affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation.  Lack's Stores disclosed
$182,023,008 in assets and $136,813,103 in liabilities as of the
Chapter 11 filing.

Daniel C. Stewart, Esq., Paul E. Heath, Esq., Michaela C. Crocker,
Esq., and Katherine D. Grissel, Esq., at Vinson & Elkins LLP, in
Dallas, serve as counsel to the Debtor.  Huron Consulting Group,
Inc., is the financial advisor.  Kurtzman Carson Consultants LLC
also serves as notice, claims and balloting agent.

The Debtors have also hired DJM Realty, a Gordon Brothers Group
Company, to exclusively manage the disposition of all leased and
owned retail and warehouse facilities located throughout Texas.

The Official Committee of Unsecured Creditors formed in the
Chapter 11 case has tapped Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow, LLP, as bankruptcy counsel; Strong Pipkin
Bissell & Ledyard, L.L.P., as local counsel; and The Conway Mac
Kenzie, Inc., as financial advisor.


LE-NATURE'S: Ex-CEO Seeks Lighter Sentence in Fraud Suit
--------------------------------------------------------
Mandi Woodruff at Bankruptcy Law360 reports that with his
sentencing hearing looming, Le-Nature's Inc.'s former CEO
petitioned a Pennsylvania federal judge Thursday to decrease the
damages estimate for his role in an alleged $668 million
accounting scheme at the now-defunct bottling company.

Gregory Podlucky pleaded guilty in June to charges he orchestrated
the massive fraud at Latrobe, Pa.-based Le-Nature's, falsifying
the company's financial records and bankrolling a lavish
lifestyle. The alleged deception ended with the company's 2006
bankruptcy petition.

                     About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LENOX 126: Court Approves Backenroth Frankel as Bankruptcy Counsel
------------------------------------------------------------------
Lenox 126 Realty LLC sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Backenroth Frankel & Krinsky, LLP, as its bankruptcy lawyers.

The firm may be reached at:

          Mark A. Frankel, Esq.
          BACKENROTH FRANKEL & KRINSKY, LLP
          489 Fifth Avenue
          New York, NY 10017
          Tel: (212) 593-1100
          Fax: (212) 644-0544
          E-mail: mfrankel@bfklaw.com

Mr. Frankel, a member of the firm, attests that BFK and its
attorneys have no connection with, and no interests adverse to,
the Debtor, its creditors, other parties in interest, or their
attorneys or accountant.

BFK's hourly rates are:

     Abraham J. Backenroth, Esq.   $550 per hour
     Mark A. Frankel, Esq.         $485 per hour
     Scott A. Krinsky, Esq.        $450 per hour
     Paralegal                     $125 per hour

BFK was paid a $4,800 retainer by the Debtor on April 21, 2011,
and a $7,500 retainer on May 9, 2011.  BFK incurred fees totaling
$10,300 prior to the filing the Debtor's case, leaving a $2,000 as
retainer for the case.

                      About Lenox 126 Realty

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

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

No committee has been appointed to date in this case.

Lenox 126 Realty has filed a Chapter 11 Plan of Reorganization and
an accompanying disclosure statement, which provides for the sale
of its residential building located at 101 West 126th Street, in
New York.  Among others, holders of General Unsecured Claims
totaling $6,327,449, will be paid their pro-rata share of a
$250,000 minimum distribution fund.


LEISURE INVESTMENTS: Atlas Partners Auctions Office Building
------------------------------------------------------------
Atlas Partners, LLC acted as real estate advisor to Michael S.
Polsky, the Court-approved Receiver of Leisure Investments, Inc.
Atlas auctioned and sold a 75,000 square foot office building in
Downtown West Bend, Wisconsin.

Atlas Partners, LLC was assisted locally by:

          Siegel-Gallagher
          Milwaukee, WI

Atlas Partners, LLC was referred to the assignment by:

          BCBP Attorneys
          Beck, Chaet, Bamberger & Polsky, S.C.
          Milwaukee, WI

Contacts:

          Biff Ruttenberg
          Atlas Partners, LLC
          55 E. Monroe Street
          Suite 2910
          Chicago, IL 60603
          Web site: http://www.atlaspartners.com
          Telephone: 312-516-5702
          E-mail: biff@atlaspartners.com

          Joel Schneider
          Atlas Partners, LLC
          55 E. Monroe Street
          Suite 2910
          Chicago, IL 60603
          Telephone: 312-516-5707
          E-mail: joel@atlaspartners.com
          Web site: http://www.atlaspartners.com


LIBERTY MEDIA: Moody's Affirms 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service downgraded Liberty Media LLC's senior
unsecured bond ratings to B3 from B1 and its Probability of
Default Rating (PDR) to B1 from Ba3 following the Delaware Supreme
Court's affirmation of the Delaware Chancery Court's ruling that
the proposed split-offs of the assets underlying the Liberty
Capital (LCAPA) and Liberty Starz (LSTARZ) tracking stock groups
do not violate the "substantially all" asset conveyance clause in
Liberty Media's bond indenture. The rating action concludes the
review for possible downgrade initiated on June 21, 2010. Liberty
Media expects to complete the split-offs on September 23, 2011.
The split-offs remove a meaningful amount of assets (approximately
18% of revenue and 37% of enterprise value) from Liberty Media
with a minimal change to consolidated debt. The transactions
disproportionately and negatively affect Liberty Media's
bondholders as they held the most senior debt claim on the LCAPA
and LSTARZ assets. This asset support helped mitigate the
structural subordination of Liberty Media's bondholders to QVC
Inc.'s (QVC) debt with respect to QVC's assets and cash flow. As a
result of the split-offs, the structural subordination to QVC's
debt becomes a more prominent factor in Liberty Media's bond
ratings and drives the downgrade to B3.

Moody's affirmed Liberty Media's B1 Corporate Family Rating (CFR)
as event risks such as the LCAPA/LSTARZ split-offs were factored
into the CFR and the expected mid/high 4x-to-low 5x debt-to-EBITDA
leverage range is consistent with the rating. Liberty Media's
speculative-grade liquidity rating remains at SGL-1 indicating the
company will continue to have a very good liquidity position
following the split-offs, which provides dry powder for Liberty
Media to pursue opportunistic transactions including share
repurchases. Moody's also affirmed QVC's Ba2 senior bond ratings
as the split-offs are a distribution of assets by its parent that
Moody's did not view as the primary source of support for QVC's
debt. Moody's is withdrawing QVC's stand alone Ba2 CFR and Ba3 PDR
as the split-offs eliminate the need for separate CFRs with the
consolidated credit profile now being evaluated within Liberty
Media's CFR. Moody's viewed separate CFRs as more appropriate when
the asset pools supporting Liberty Media's bondholders and QVC's
debt holders were meaningfully different. Because the non-QVC
asset pool is now much smaller, Moody's no longer believes
separate CFRs are necessary. Moody's also updated the loss given
default assessments based on the current debt mix. The rating
outlook is stable.

Downgrades:

   Issuer: Liberty Media LLC

   -- Probability of Default Rating, Downgraded to B1 from Ba3

   -- Senior Unsecured Conv./Exch. Bond/Debentures, Downgraded to
      B3, LGD5 - 78% from B1, LGD4 - 67%

   -- Senior Unsecured Regular Bond/Debentures, Downgraded to B3,
      LGD5 - 78% from B1, LGD4 - 67%

Loss Given Default Updates:

   Issuer: QVC, Inc.

   -- Senior Secured Regular Bond/Debentures, Changed to LGD2 -
      23% from LGD3 - 38% (no change to Ba2 rating)

Outlook Actions:

   Issuer: Liberty Media LLC

   -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   Issuer: QVC, Inc.

   -- Corporate Family Rating, Withdrawn, previously rated Ba2

   -- Probability of Default Rating, Withdrawn, previously rated
      Ba3

RATING RATIONALE

Liberty Media's B1 CFR reflects the good operating margins and
cash flow generated from its portfolio of operating assets led by
QVC, its high leverage, and risk that its assets will be utilized
in a manner that benefits shareholders more than bondholders.
Event risks related to asset distributions are lower but only
because a sizable portion of the assets (Liberty Global, Liberty
Starz, Liberty Capital and Liberty's significant stakes in
Discovery Communications and DirecTV) have already been spun off
to shareholders. However, Liberty Media is opportunistic and this
creates uncertainty relating to the evolution of the asset
portfolio and leverage profile. The B1 CFR is based on Moody's
expectation that Liberty Media's debt-to-EBITDA leverage will be
centered on a mid/high 4x-to-low 5x range over the next 12-18
months as it executes its investment and operating strategies.

Liberty Media's debt-to-EBITDA leverage (approximately 4.2x LTM
6/30/11 pro forma for the LCAPA/LSTARZ split-offs and
incorporating Moody's standard adjustments) is increasingly
modestly from 3.9x as a result of the split-offs and is at the low
end of the range anticipated in the rating, strongly positioning
the company within the B1 CFR. However, Moody's expects that QVC's
debt-to-EBITDA leverage (approximately 1.6x LTM 6/30/11 based on
the company's definition that excludes Moody's standard
adjustments) will increase to the 2.0x -- 2.5x range targeted by
Liberty Media. This equates to a high 4x/low 5x debt-to-EBITDA
ratio for consolidated Liberty Media when factoring in Liberty
Media's $4.2 billion of outstanding bonds, the operating assets
outside of QVC, and Moody's other adjustments including the
approximate $1 billion deferred tax liability related to Liberty
Media's bonds that Moody's includes in debt.

Liberty Media's SGL-1 speculative-grade liquidity rating reflects
its very good liquidity position with a sizable cash balance
(approximately $1.3 billion as of 6/30/11 pro forma for the split
offs), no near term maturities of bonds or QVC debt, and good
cushion under the financial maintenance covenants in QVC's credit
facility. QVC has approximately $1.3 billion of unused capacity on
its $2 billion revolving credit facility that matures in 2015. The
facility does not contain a general MAC borrowing clause and is
secured only by the stock of QVC. QVC has an EBITDA cushion
exceeding 50% within its 3.5x maximum debt-to-EBITDA covenant.
Moody's estimates the EBITDA cushion would decline to a still
meaningful high 20% range if QVC increased its leverage to the
high end of the aforementioned 2.0x -- 2.5x target range (on this
same basis, the cushion would exceed 20% once the covenant steps
down to 3.25x in September 2012).

The largest remaining non-operating assets after the LCAPA/LSTARZ
split-offs are the investments in Expedia (26% stake with a market
value of approximately $1.9 billion), Time Warner/Time Warner
Cable/AOL (approximately $900 million), and HSN (34% for
approximately $700 million including the 1.5 million share forward
purchase announced 9/21/11). Moody's anticipates Liberty Media
will seek to tax efficiently exit the investments in Expedia and
Time Warner/Time Warner Cable/AOL, but the HSN stake is more
strategic and could be an avenue to a merger between HSN-QVC if
the parties can agree upon an appropriate valuation. Moody's
estimates a debt-funded acquisition of HSN would increase Liberty
Media's leverage by approximately 0.3x even assuming a modest
premium to HSN's current valuation. Moody's believes such a
transaction could be accommodated within Liberty Media's B1 CFR.

The stable rating outlook reflects Moody's expectation that
Liberty Media will more actively pursue opportunistic transactions
including share repurchases now that the overhang from the split
offs (including the indenture litigation) has passed, and that
Liberty Media's debt-to-EBITDA leverage will increase to a
mid/high 4x-to-low 5x range over the next 12-18 months. Moody's
expects Liberty Media will continue to maintain a solid liquidity
position and that any economic disruptions to QVC's business can
be accomodated within the leverage range anticipated for the
rating.

The downgrade of Liberty Media's PDR to B1 reflects a reversion of
its mean family recovery rate assumption to 50% that is standard
for companies with multiple layers of debt. This is prompted by
Moody's decision to move to a single CFR for Liberty Media-QVC.
Moody's has withdrawn QVC's CFR and PDR for its own business
reasons.

The ratings could be downgraded if liquidity weakens, the asset
composition or risk profile meaningfully changes, QVC's operating
performance deteriorates meaningfully, or debt-to-EBITDA is
sustained above 6.25x.

Liberty Media's ratings could be upgraded if debt-to-EBITDA is
sustained in a low 4x range or lower factoring in potential
opportunistic transactions, that revenue and operating performance
is stable or growing, and liquidity remains healthy. A change in
the mix of Liberty Media bonds and QVC debt could result in
changes to the debt instrument ratings even if the B1 CFR does not
change.

Please see the credit opinion posted to www.Moodys.com for
additional information on the ratings for Liberty Media and QVC.

Please see ratings tab on the issuer/entity pages for Liberty
Media and QVC on www.Moodys.com for the last Credit Rating Action
and the rating history.

The principal methodology used in rating Liberty Media was Moody's
Global Retail Industry Methodology, published in June 2011. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Liberty, headquartered in Englewood, Colorado, is a holding
company that owns and operates a broad range of electronic
retailing, communications, and entertainment businesses and also
owns equity and debt positions in wide variety of technology,
media and telecommunications companies.


LOS ANGELES DODGERS: MLB Demands McCourt's Sale of Team
-------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that Major League
Baseball Commissioner Bud Selig asked the Delaware bankruptcy
court Friday to allow Los Angeles Dodgers Inc. owner Frank McCourt
to sell the team, saying Mr. McCourt's plan to keep the team and
raise money by auctioning television rights would harm all MLB
clubs.  Alternatively, the commissioner asked the court to compel
the team to comply with MLB rules.

A press release by Mr. McCourt claims that MLB's motion is
“meritless.”

“It is another step in the Commissioner's continuing effort to
cause the sale of the Dodgers notwithstanding that the Dodgers can
and will be successfully reorganized as outlined in the recently
filed media rights marketing motion.  In United States bankruptcy
reorganization cases, liquidation is the last resort, not the
first option,” according to the statement.

“The debtor's Media Rights Plan, which was filed on September
16th, is designed to maximize the value of the Dodgers so it has
the opportunity to emerge successfully from Chapter 11.  The
alternative offered today by Major League Baseball really amounts
to an unnecessary and value destroying distressed sale of the Los
Angeles Dodgers.”

Mr. McCourt notes that the inaccuracies in the "facts" recited in
the motion and the false characterization of other matters are
offensive and too numerous to mention.  MLB's motion also ignores
the fact that the Commissioner has treated the Dodgers differently
from other Major League Baseball Clubs and that the Commissioner's
actions starved the Dodgers of cash and caused the bankruptcy
filing.

                   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
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $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.  Deloitte & Touche LLP serve as
independent auditors.

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.


MERCER AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mercer Automotive Group, LLC
        P.O. Box 778
        Mercer Island, WA 98040

Bankruptcy Case No.: 11-21089

Chapter 11 Petition Date: September 20, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Jesse Valdez, Esq.
                  VALDEZ LEHMAN PLLC
                  155 108th Ave NE Ste 601
                  Bellevue, WA 98004
                  Tel: (425) 458-4415
                  E-mail: jesse@valdezlehman.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/wawb11-21089.pdf

The petition was signed by Luis J. Jimenez, sole member.


MILLENIA HOPE: CEO Sets “New Direction”
---------------------------------------
Leonard Stella, Chairman & CEO of Millenia Hope Inc., has set out
a new direction for the company.  "Our strategic planning involved
an assessment of the past and the construction of a brighter
future.  We intend to continue with our infectious diseases
platform but will place greater emphasis on the development of new
nutraceutical products that will render the company profitable.
We have been subjected to certain malicious, unfounded allegations
in the press and the bankruptcy of our subsidiary company but have
emerged with a renewed sense of purpose, looking forward.
Management has decided that we will change the name of the company
to emphasize and highlight its new direction.  We have been
working in collaboration with other pharmaceutical and
nutraceutical companies and positive results are on the horizon.
We expect to post our financial statements shortly and make the
company OTC current in its financial disclosures.  We have a moral
responsibility to our shareholders to persevere and prosper.  Over
the past weeks 26 million shares of Millenia Hope have been
traded, showing continuing interest in our Company.  We have been
working quietly and diligently to get the company back on track
and bring value to our shareholders.  We look forward to the
transformation of Millenia Hope into a vibrant and viable company
with new goals and objectives."

                      About Millenia Hope Inc.

Millenia Hope develops innovative treatments and products that
enhance the quality of life.  The company has put in place
programs to fight major infectious diseases and promote healthier
lives and is committed to research and development to deliver on
global medical needs and to bring hope through healthcare
solutions.


MOBERLY INDUSTRIAL: S&P Cuts Long-Term Ratings on Bonds to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
to 'CC' from 'A-' on Moberly Industrial Development Authority,
Mo.'s series 2010A and 2010B annual appropriation capital projects
bonds and series 2010C annual appropriation recovery zone facility
bonds, issued on behalf of Moberly, and placed the ratings on
CreditWatch with negative implications.

At the same time, Standard & Poor's lowered its long-term rating
to 'B-' from 'A-'on Moberly's series 2008 certificates of
participation (COPs) and the city's issuer credit rating (ICR) to
'B' from 'A'. The outlook on both the series 2008 long-term rating
and ICR is stable.

"The rating actions are based on our view of the city's limited
ability to meet its financing agreement obligations without
receipts from third-party Mamtek," said Standard & Poor's credit
analyst John Sauter.

The series 2010A, 2010B, and 2010C bonds were issued by the
Moberly Industrial Development Authority and are secured by
revenues derived from a financing agreement between the city and
the authority. Pursuant to the financing agreement, the city has
pledged to annually appropriate basic payments from legally
available funds, to be paid directly to the trustee for deposit in
the bond fund. The city intended to fund its financing agreement
obligation with semi-annual receipts from Mamtek, US, Inc, as
outlined in a management, operating, and purchase agreement
between the city and company. Per the agreement, the company
agreed to make basic payments to the city on the first calendar
day of the month preceding debt service payment dates, in an
amount equal to principal and interest payments due on the next
debt service payment date. The city in return agreed to make basic
payments per the financing agreement to the trustee 15 days prior
to debt service payment dates. Bond proceeds were intended to be
used to acquire, construct, and equip a sucralose manufacturing
and processing facility, to be operated by Mamtek, US, Inc,
pursuant to the management, operating, and purchase agreement.

Mamtek failed to make its basic payment due to the city on Aug. 1,
2011. Subsequently, the city failed to make its basic payment to
the trustee due on Aug. 15, 2011. This led to the trustee drawing
on the debt service reserve for each series of bonds to make Sept.
1, 2011 debt service payments. "We understand that the city did
not include an appropriation for basic payments under the
financing agreement in its originally adopted fiscal 2012 budget,"
S&P stated.

"The ratings have been placed on CreditWatch with negative
implications as we monitor further developments with respect to
the availability of sufficient revenue streams to support payments
on the bonds," S&P related.


MT. VERNON: Can Use Colombo Bank's Cash Collateral Until Nov. 30
----------------------------------------------------------------
The Hon. David E. Rice of the U.S. Bankruptcy Court for the
District of Maryland authorized Mt. Vernon Properties, LLC, to use
cash which Colombo Bank asserts an interest.

The Debtor relates that the Colombo Bank loans are secured by
property located at 8 Eager Street, Baltimore, Maryland and 906
St. Paul, Baltimore, Maryland.

Colombo Bank consents to the use of the cash collateral to operate
the properties until Nov. 30, 2011.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Colombo Bank replacement liens,
superpriority administrative expense claim, subject to carve out
on certain expenses.

Colombo Bank is represented by:

         Nelson Deckelbaum, Esq.
         COOTER, MANGOLD, DECKELBAUM & KARAS, L.L.P.
         5301 Wisconsin Ave., NW, Suite 500
         Washington, D.C. 20015
         Tel: (202) 537-0700
         E-mail: ndeckelbaum @cootermangold.com

                    About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq., at Meridian Law, LLC, in Baltimore,
serves as bankruptcy counsel.  The Debtor disclosed $10,237,448 in
assets and $15,064,059 in liabilities as of the Chapter 11 filing.
The petition was signed by Ronald Persaud, managing member of Mt.
Vernon Properties II LLC, the Debtor's sole member.


MT. VERNON: Court OKs Use of Fannie Cash Collateral Until Oct. 31
-----------------------------------------------------------------
The Hon. David E. Rice of the U.S. Bankruptcy Court for the
District of Maryland authorized Mt. Vernon Properties, LLC, to use
the cash collateral of Fannie Mae, a corporation organized and
existing under the Federal National Mortgage Association Charter
Act, and City National, assignee of Federal Deposit Insurance
Corporation as receiver for Imperial Capital Bank of La Jolla,
California.

The prepetition lenders hold properly perfected, valid, first
priority security interest on the proceeds, products, rents or
profits of any and all prepetition collateral.

The lenders consented to the use of the cash collateral to fund
the business operation of the Debtor until Oct. 31, 2011.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens, and superpriority administrative expense claim
status, subject to carve out.

Fannie Mae is represented by:

         Christopher J. Giaimo, Esq.
         BAKER & HOSTTLER, LLP
         1050 Connecticut Avenue, N.W., Suite 1100
         Washington, D.C. 20036
         Tel: (202) 861-1500
         Fax: (202) 861-1783
         E-mail: cgaiamo@bakerlaw.com

                    About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq., at Meridian Law, LLC, in Baltimore,
serves as bankruptcy counsel.  The Debtor disclosed $10,237,448 in
assets and $15,064,059 in liabilities as of the Chapter 11 filing.
The petition was signed by Ronald Persaud, managing member of Mt.
Vernon Properties II LLC, the Debtor's sole member.


MT. VERNON: Has Access to First Mariner Cash Collateral
-------------------------------------------------------
The Hon. David E. Rice of the U.S. Bankruptcy Court for the
District of Maryland authorized Mt. Vernon Properties, LLC, use
the cash collateral of First Mariner Bank, a Maryland chartered
commercial bank, until Oct. 31, 2011.

First Mariner asserted that it holds properly perfected, valid,
first-priority and second-priority security interests and liens on
the:

   -- property located at 13 East Read Street, Baltimore, Maryland
   well as the Debtor's personal property assets; and

   -- property located at 712 St. Paul Street, Baltimore,
   Maryland, well as the Debtor's personal property assets.

The Debtor and First Mariner have negotiated in good faith and at
arms-length regarding the use of cash collateral to fund the
Debtor's operation of the (i) East Read Property; and (ii) St.
Paul Property.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant First Mariner: i) liens on all
or substantially all of the assets of the estate related to the
properties; and ii) a super-priority administrative expense claim
status, subject only to the carve out on certain expenses.

First Mariner is represented by:

         Bradley J. Swallow, Esq.
         GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
         The Garrett Building
         233 East Redwood Street
         Baltimore, MD 21202-3332
         Washington, D.C. 20036
         Tel: (410) 576-4072
         Fax: (410) 576-4040
         E-mail: bswallow@gfrlaw.com

                    About Mt. Vernon Properties

Mt. Vernon Properties, LLC, based in Baltimore, Maryland, is the
owner of many parcels of real property located in Baltimore City
that the Debtor operates as multi-family rental properties.  The
Company filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-24801) on July 18, 2011.  Judge David E. Rice presides over the
case.  Aryeh E. Stein, Esq., at Meridian Law, LLC, in Baltimore,
serves as bankruptcy counsel.  The Debtor disclosed $10,237,448 in
assets and $15,064,059 in liabilities as of the Chapter 11 filing.
The petition was signed by Ronald Persaud, managing member of Mt.
Vernon Properties II LLC, the Debtor's sole member.


NEW RENOVATIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: New Renovations, LLC
        89 South Front Street
        Memphis, TN 38103

Bankruptcy Case No.: 11-29803

Chapter 11 Petition Date: September 20, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: James E. Bailey, III, Esq.
                  BUTLER SNOW O'MARA STEVENS & CANNADA PLC
                  6075 Poplar Avenue, Suite 500
                  Memphis, TN 38119
                  Tel: (901) 680-7200
                  Fax: (901) 680-7201
                  E-mail: jeb.bailey@butlersnow.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 Kimberly Reid Hale, member.


NEWPAGE CORP: U.S. Trustee Appoints 9-Member Creditors' Panel
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed nine unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of NewPage Corporation.

The Creditors Committee members are:

      1. HSBC Bank USA, National Association
         ATTN: Sandra Horwitz
         10 East 40th Street, 14th Floor
         New York, NY 10016
         Tel: (212) 525-1358
         Fax: (212) 252-1366

      2. Deutsche Bank Trust Company Americas
         ATTN: Rodney Gaughan
         60 Wall Street
         MS NYC, 60-2710
         New York, NY 10005
         Tel: (212) 250-2935
         Fax: (212) 797-8610

      3. US Bank National Association
         ATTN: Timothy Sandell
         60 Livingston Avenue
         Saint Paul, MN 55107
         Tel: (651) 495-3959
         Fax: (651) 495-8100

      4. Alden Global Distressed Opportunities Master Fund, L.P.
          c/o Alden Global Capital
         ATTN: Alex Zyngier
         885 3rd Avenue, 34th Floor
         New York, NY 10022
         Tel: (212) 888-5500
         Fax: (212) 751-9503

      5. Pension Benefit Guaranty Corporation
         ATTN: Darren Huff
         1200 K. Street NW
         Washington, DC 2005
         Tel: (202) 326-4070
         Fax: (202) 842-2643

     6. United Steelworkers
        ATTN: David Jury
        Five Gateway Center, Room 807
        Pittsburgh, PA 15222
        Tel: (412) 562-2545
        Fax: (412) 562-2574

     7. Eugene Davis
         Litigation Trustee for the
         Quebecor World Litigation Trust
        ATTN: Joseph L. Steinfeld, Jr.
        2600 Eagan Woods Drive, Suite 400
        St. Paul, MN 55121
        Tel: (651) 289-3850
        Fax: (651) 406-9676

     8. OMNOVA Solutions Inc.
        ATTN: Chet Fox
        175 Ghent Road
        Fairlawn, OH 44333
        Tel: (330) 869-4279
        Fax: (330) 869-4210

     9. National Starch LLC
        ATTN: Larry Karr
        10 Finderne Avenue
        Bridgewater, NJ 08807,
        Tel: (908) 685-5069

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation is the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended December 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.1 million tons
of paper, including approximately 2.9 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

NewPage Corporation, along with affiliates, filed Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12804) on
Sept. 7, 2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq.,
and Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York,
serve as counsel.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-counsel.
Lazard Freres & Co. LLC is the investment banker, and FTI
Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.


OLD COLONY: Parties Agree on Schedule for Plan Valuation
--------------------------------------------------------
Old Colony, LLC asks the U.S. Bankruptcy Court for the District of
Massachusetts to approve a stipulation regarding schedules related
to the proposed Plan of Reorganization.

The stipulation was entered among the Debtor, its co-plan
proponent, Molakai, and Wells Fargo Bank, N.A., successor in
interest to The Jackson State Bank & Trust.  The stipulation
provides for resolution of the scheduling motion, well as the
issues raised in the objection.  The establishment of a separate
evidentiary hearing to determine Wells Fargo's claim(s) will
assist Wells Fargo, the Plan Proponents, and the Court in
prosecution of approval of the Disclosure Statement and, in
connection therewith, the Plan and other matters.

The Debtor relate that on July 1, 2011, the Debtor and Molokai
filed the Plan.  Among other statements contained within these
materials, the Debtor and Molokai assert that the market value of
the real estate owned by the Debtor is $9,000,000, and Wells Fargo
believes that the value of the real estate owned by the Debtor is
significantly in excess of $9,000,000.

Pursuant to the stipulation, the parties have agreed that:

   a) the Court schedule an evidentiary hearing to determine the
   amount of Wells Fargo's secured claim and, if applicable, any
   related unsecured deficiency claim relating thereto pursuant to
   a separate motion to be filed by Wells Fargo to be conducted on
   or after Oct. 19, as the Court's calendar may permit;

   b) the parties exchange written expert appraisal reports,
   together with underlying documentation, by Sept. 16;

   c) Fed. R. Bankr. P. 7026(a)(2) will be deemed applicable to
   the contested matter relating to the Valuation motion and
   valuation hearing;

   d) the parties may conduct depositions of the respective expert
   witnesses at mutually agreeable times during the period of
   Sept. 20, until Oct. 5;

   e) the parties will exchange a list of witnesses and proposed
   exhibits for the valuation hearing, together with a copy of
   each proposed exhibit, by Oct. 12, at 4:30 p.m.;

   f) the Plan Proponents may revise and amend the Plan and
   Disclosure Statement within fourteen days of the docketing of
   the Court's ruling on Wells Fargo's claim(s) pursuant to the
   valuation hearing;

   g) the Court establish a date for the filing of any objections
   to the adequacy of the information contained in the Disclosure
   Statement, and schedule a hearing on the adequacy of the
   information contained in the Disclosure Statement for a date
   sufficiently beyond the Revision Date to allow for adequate
   time to comply with requisite notice requirements; and

   h) the Court schedule a hearing to consider confirmation of the
   Plan to be conducted soon as practicable after the Disclosure
   Statement Hearing giving consideration to the Court's calendar,
   and notice requirements set forth in the Bankruptcy Code and
   applicable Rules.

Molokai Partners is represented by:

         James M. Liston, Esq.
         BARTLETT HACKETT FEINBERG P.C.
         155 Federal Street
         Boston, MA 02110
         Tel: (617) 422-0200
         E-mail: jml@bostonbusinesslaw.com

Wells Fargo is represented by:

         Jeffrey D. Ganz, Esq.
         RIEMER & BRAUNSTEIN LLP
         Three Center Plaza
         Boston, MA 02108
         Tel: (617) 523-9000
         E-mail: jganz@riemerlaw.com

                       About Old Colony, LLC

Saugus, Massachusetts-based Old Colony, LLC, dba The Inn At
Jackson Hole, filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 10-21100) on Oct. 11, 2010.  Donald F. Farrell,
Jr., Esq., at Anderson Aquino LLP; James M. Liston, Esq., at
Bartlett Hackett Feinberg, Esq., and Jeffrey D. Ganz, Esq., at
Reimer & Braunstein LLP, assist the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed $2,571,684 in
assets and $21,363,064 in liabilities.


OLDE PRAIRIE: Amends Plan to Revise Treatment of CenterPoint Claim
------------------------------------------------------------------
Olde Prairie Block Owner, LLC, amended its plan of reorganization
to revise the treatment of certain claims, including the claims
filed by CenterPoint Realty Trust.

The Third Amended Plan and accompanying disclosure statement,
filed with the U.S. Bankruptcy Court for the Northern District of
Illinois, Eastern Division, on Sept. 20, is centered around a plan
investor term sheet the Debtor has entered into with Winner's
Development, LLC 3.  Winner's has indicated willingness to provide
a cash equity distribution, which would be sufficient to (i) pay
in full the DIP Claims, (ii) pay in full the outstanding principal
amount of the CenterPoint loans and its prepetition costs and
expenses and otherwise satisfy CenterPoint's claims against the
Debtor and its assets, (iii) pay in full all administrative
expense claims, and (iv) provide to holders of all Allowed
unsecured claims the cash distributions.  As consideration for
making the Cash Equity Contribution, the Plan Investor will
receive a to be determined percentage of the Interests in the
Reorganized Debtor.

The Class 4 Claim, consisting of the secured claim of CenterPoint,
is impaired by the Third Amended Plan.  The amount of any Allowed
Claim is the subject of dispute between the Debtor and
CenterPoint, but for the purposes of the Third Amended Plan has
been deemed to be $60,170,570.  Based on the figure, CenterPoint
would receive (i) a cash payment equal to $35,000,000 which
exceeds the principal amount of the CenterPoint Note and its
prepetition fees and (ii) a promissory note in the original
principal amount of $25,170,750, which would be subject to these
conditions: (a) interest accruing on a quarterly basis at the
prime rate plus 1% per annum, which interest would be paid in kind
and automatically added to the outstanding principal balance, (b)
a term of seven years, (c) no amortization or other required
principal payments prior to the scheduled maturity date, (d)
prepayable in whole or in part without premium or penalty, (e)
secured by a first priority mortgage on the Olde Prairie Property
and a first priority assignment of the Parking Lease and (f)
containing other usual and customary commercially reasonable terms
and provisions.

All Allowed unsecured Claims of Insiders against Debtor of
whatever nature or description are impaired by the Third Amended
Plan.  Unless a holder agrees to a less favorable treatment, the
amount of any distribution on Allowed Claim will be equal to 5% of
the Allowed Claim.

A full-text copy of the Third Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?7707

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  The Debtor is
represented by John E. Gierum, Esq., at Gierum & Mantas, and John
Ruskusky, Esq., George R. Mesires, Esq., and Nile N. Park, Esq.,
at Ungaretti & Harris LLP.  Wildman, Harrold, Allen & Dixon
LLP, and Marcus, Clegg & Mistretta, P.A., serve as special
counsels to the Debtor.  The Debtor estimated assets at $100
million to $500 million and liabilities at $10 million to $50
million at the time of the filing.  The Debtor filed a Chapter 11
plan on
Sept. 11, 2010.  A copy of that plan is available at
http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfat no charge.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this
case.


PENN MUTUAL: Philly Office Bldg. Goes Into Receivership
-------------------------------------------------------
The Philadelphia Business Journal reports that Penn Mutual Towers,
an office building that faces Independence Hall, is in
receivership after the owner of the building decided to relinquish
the asset.  The building isn’t the only Center City office
property to face challenges. Several buildings are in the hands of
special servicers who are trying to renegotiate loan terms with
landlords and at various stages in those proceedings, according to
the report. For example, the report notes, the Atlantic building
at 260 S. Broad St. is also in receivership, having among other
issues, seen three major tenants depart and leaving it just 40%
occupied.


PEREGRINE PHARMACEUTICALS: Posts $27MM Loss in July 31 Quarter
--------------------------------------------------------------
Peregrine Pharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $8.1 million on $5.7 million of
$13.49 million of revenues for the fiscal quarter ended July 31,
2011, compared with a net loss of $7.7 million on $3.2 million of
revenues for the fiscal quarter ended July 31, 2010.

The Company's balance sheet at July 31, 2011, showed $27.0 million
in total assets, $15.2 million in total liabilities, and
stockholders' equity of $11.8 million.

As reported in the TCR on July 19, 2011, Ernst & Young LLP, in
Irvine, California, expressed substantial doubt about Peregrine
Pharmaceuticals' ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2011.
The independent auditors noted that of the Company's recurring
losses from operations and recurring negative cash flows from
operating activities.

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

                       http://is.gd/MmPHFl

Tustin, California-based Peregrine Pharmaceuticals, Inc., is a
clinical-stage biopharmaceutical company driven to develop and
manufacture first-in-class monoclonal antibodies for the treatment
of cancer and viral infections.


PERKINS & MARIE: Amends Plan to Include Committee's Recommendation
------------------------------------------------------------------
Perkins & Marie Callender's Inc., and its debtor affiliates filed
with the U.S. Bankruptcy Court for the District of Delaware a
second amended plan of reorganization and an accompanying
disclosure statement on Sept. 9, 2011.

The Debtors relate that since the filing of the first amended plan
on Sept. 3, they have engaged in substantial discussions and
negotiations with their principal creditor constituencies,
including the Official Committee of Unsecured Creditors, in order
to address various questions and concerns.

Hearing on the confirmation of the Plan is scheduled for Oct. 31,
2011, at 10:00 a.m.  Objections to the confirmation of the Plan
are due Oct. 14.

The Court has approved on Sept. 9 the disclosure statement
explaining the Debtors' plan after determining that it contains
"adequate information" as the term is defined in Section 1125 of
the Bankruptcy Code.

Pursuant to the Plan, each holder of an Allowed General Unsecured
Claim less than or equal to $5,000,000, unless the holder elects
to receive Reorganized PMC Holding Membership Interests, and each
holder of an Allowed Senior Notes Claim less than or equal to
$5,000,000 that elects to receive Cash, will receive Cash in an
amount equal to: (a) the lesser of (i) 14% of the holder's Allowed
General Unsecured Claim or Allowed Senior Notes Claim or (ii) the
holder's Pro Rata share of the Cash Cap Amount ($7,000,000); plus
(b) the holder's Pro Rata share of the Avoidance Action Recovery
Pool.

Each other holder of an Allowed General Unsecured Claim -- those
Claims greater than $5,000,000 that are not reduced to $5,000,000
or less so that the Cash option can be received, and those Claims
of $5,000,000 or less where the Class 5 Equity Election is made --
and each other holder of an Allowed Senior Notes Claim greater
than $5,000,000 who does not reduce its Claim or who does not make
the Cash Election, will receive the holder's Pro Rata share of
Reorganized PMC Holding Membership Interests.

The Creditors' Committee believes that the recoveries under the
Plan to holders of Allowed General Unsecured Claims and holders of
Allowed Senior Notes Claims are fair to the holders, in the
context of the Debtors' Chapter 11 Cases and, accordingly, that
holders of Allowed General Unsecured Claims and holders of Allowed
Senior Notes Claims should vote in favor of the Plan.  However,
the Creditors' Committee makes no recommendation whether a holder
of an Allowed General Unsecured Claim eligible to make the Class 5
Equity Election, or a holder of Senior Notes Claims eligible to
make the Cash Election, should elect to receive Cash or
Reorganized PMC Holding Membership Interests.

The Creditors' Committee and the Restructuring Support Parties
engaged in lengthy, good faith negotiations regarding the terms of
the Plan.  The Creditors' Committee believes that the Plan, in its
current form, presents substantial improvements over the Plan
filed with the Bankruptcy Court on July 14.  Specifically, the
Plan now provides for an increased Cash recovery for holders of
Allowed General Unsecured Claims who are to receive Cash, both in
whole dollars and percentage and also provides for the holders to
receive their Pro Rata share of the Avoidance Action Recovery
Pool.

The Plan now also provides for a Cash recovery for eligible
holders of Allowed Senior Notes Claims, with those holders sharing
in the Cash recovery.  The Creditors' Committee believes that the
maximum 14% recovery for holders of Allowed General Unsecured
Claims and holders of Allowed Senior Notes Claims who are to
receive Cash represents a substantial discount to the potential
recovery to holders of Allowed General Unsecured Claims and
Allowed Senior Notes Claims that are to receive Reorganized PMC
Holding Membership Interests.  The Creditors' Committee believes
that this discount is appropriate given the certainty that a Cash
recovery provides to creditors who are to receive Cash and is
within the range of reasonableness in the context of these Chapter
11 Cases.

The Committee advises creditors to review Article IX (Risk
Factors) of the Disclosure Statement with respect to the risks of
an increase in the amount of Allowed General Unsecured Claims.
The risks include that the Allowed Specified General Unsecured
Claims may significantly reduce the recovery to creditors who are
to receive Reorganized PMC Holding Membership Interests.  The
Committee also warns creditors when considering whether to receive
Reorganized PMC Holding Membership Interests noting that those
interests are highly illiquid, are subject to majority control by
the Restructuring Support Parties, and are subject to various
other risks, all of which likely would affect the actual value of
small minority interests in Reorganized PMC Holding Membership
Interests.

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?7704

               About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.  Deloitte Tax LLPserves  as tax services provider.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases.  Ropes & Gray LLP
represents the Committee.


PETTERS CO: JPMorgan Fails to Stop Bankruptcy Court Suit
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JPMorgan Chase & Co. and its private-equity fund One
Equity Partners LLC aren't having the same success as banks sued
in the Madoff Ponzi scheme, which have had lawsuits removed from
bankruptcy court.  JPMorgan and One Equity failed in their first
attempt at having a lawsuit taken out of bankruptcy court, where
they are being sued to recover money lost in the Ponzi scheme
orchestrated by Thomas Petters.

According to the report, JPMorgan, in its role as the former owner
of Polaroid Corp., is being sued in bankruptcy court for the
recovery of fraudulent transfers resulting from the acquisition by
Petters's entities.  In December, the federal court receiver for
Petters and some of his companies filed a separate suit against
JPMorgan in federal district court in Minneapolis. In his dual
role as bankruptcy trustee, the receiver previously sued JPMorgan
in bankruptcy court.

The report discloses that in a 24-page opinion on Sept. 21, U.S.
District Judge Susan Richard Nelson turned down a request by the
bank to take the suits out of bankruptcy court and consolidate
them with the case in her court.  Judge Nelson didn't credit the
bank's argument that judicial economy justified having the suits
in one court.  Judge Nelson pointed out that the bankruptcy judge
is managing more than 200 lawsuits against more than 380
defendants attempting to recover money lost in the Ponzi scheme.
Judge Nelson said it is more efficient for the bankruptcy judge to
supervise the cases at least until they are trial-ready.  Judge
Nelson gave JPMorgan the right to come back and request taking the
suit out of bankruptcy court when it's ready for trial.

Mr. Rochelle also notes that the opinion contains an analysis of
the meaning of the June bankruptcy decision by the U.S. Supreme
Court in Stern v. Marshall.  Judge Nelson said the Stern case gave
no grounds for taking the suit away from the bankruptcy judge
because the Petters suits involve fraudulent transfer suits which
are pure bankruptcy claims, not state-law claims of the type in
Stern. The receiver, Douglas A. Kelley, alleges that JPMorgan
"knew or should have known" that Petters was running a Ponzi
scheme. The ability to know, according to the receiver, arose
from the due diligence the bank conducted in connection with
Petters' $426 million acquisition of Polaroid from One Equity in
early 2005.

The lawsuits in bankruptcy court are Kelley v. JPMorgan
Chase & Co., 10-04443 through 10-04445, U.S. Bankruptcy Court,
District of Minnesota (Minneapolis). The withdrawal motion in
district court is the same name, 11,193, U.S. District Court,
District of Minnesota (Minneapolis). The suit in federal
district court is Kelley v. JPMorgan Chase & Co., 10-04999, U.S.
District Court, District of Minnesota (Minneapolis).

                       About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETROLEUM & FRANCHISE: Seeks Court's OK to Modify Firm Services
---------------------------------------------------------------
Petroleum & Franchise Capital LLC and Petroleum & Franchise
Funding LLC ask the U.S. Bankruptcy Court for the District of
Connecticut to modify the scope and terms of their accountant,
BDO USA LLP.  The Debtors request that the Court enter the annexed
order providing:

     i) the scope of firms engagement be expanded to include
        preparation of an audit for year 2009 and preparation of
        2010 tax returns,

    ii) increase the cap for fees in connection with said services
        by an additional $77,500, and

   iii) for such other and further and just relief as this Court
        deems proper.

On Feb. 28, 2011, the Debtors were authorized to retain BDO as
their accountants to provide the Debtors with accounting services.

According to the court document, the Debtors and the senior
secured creditor in this case, following extensive negotiations,
have finalized the terms of a consensual plan of reorganization
which has been filed with the Court.  The Debtors seek the
assistance of the firm to provide additional audit work and tax
returns as will be required and necessary to implement the
restructuring agreement reached with the Debtors lender.

The firm and Debtors say they estimate that the additional costs
of these services will not exceed $75,000.

The Debtors say the prior retention order contained a cap of
$22,500 for services rendered in connection with the original
engagement of the firm.  Based upon this additional work, the
Debtors request the cap required by Local Rule be increased by
$77,500 so that the BDO fee cap will now be $100,000.

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection on June 23, 2010
(Bankr. D. Conn. Case No. 10-51465).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assist the Company in
its restructuring effort.  BDO USA, LLP, serves as the Company's
accountants.  The Company estimated assets and debts at $50
million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PETROLEUM & FRANCHISE: Plan Confirmation Hearing on Thursday
------------------------------------------------------------
Petroleum & Franchise Capital, LLC, and Petroleum & Franchise
Funding, LLC, will present their plan of reorganization to Judge
Alan H. W. Shiff of the U.S. Bankruptcy Court for the District of
Connecticut, Bridgeport Division, for confirmation on Sept. 29,
2011, at 2:00 p.m., after receiving approval of the disclosure
statement explaining the Plan on Sept. 12.

Written objections to the Plan and ballots of acceptance or
rejection of the plan are due Sept. 28.

Under the Plan, DZ Bank's secured claim will be allowed in the
principal amount of $53,995,665, plus certain interest amounts,
fees and expenses.

Each Holder of an Allowed General Unsecured Claim in Class 3 will
receive from the applicable Debtor and Reorganized Debtor Cash
payments (i) necessary to leave unaltered the legal, equitable,
and contractual rights to which the Holder of an Allowed Unsecured
Claimant is entitled, or (ii) necessary to cure any default that
occurred before or after the commencement of the Bankruptcy Cases,
and reinstates the maturity of the Allowed Unsecured Claim.
Allowed General Unsecured Claims are estimated to total $600,000.

The Holders of all Allowed Interests in Debtors will retain their
Interests in those Debtors, as reorganized under the terms of the
Plan.  Interests in Class 4 are Unimpaired.  Each Holder of an
Allowed Interest will be conclusively deemed to have accepted the
Plan pursuant to Section 1126(f) of the Bankruptcy Code, and,
accordingly, will not be entitled to vote to accept or reject the
Plan.

A full-text copy of the Third Amended Disclosure Statement, dated
Sept. 12, is available for free at:

              http://ResearchArchives.com/t/s?7702

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case
No. 10-51465) on June 23, 2010.  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, assist the Company in
its restructuring effort.  BDO USA, LLP, serves as the Company's
accountants.  The Company estimated assets and debts at
$50 million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PIEDMONT CENTER: Can Access Lenders' Cash Collateral Until Oct. 7
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has authorized John A. Northen, Chapter 11 Trustee for
Piedmont Center Investments, LLC, to use cash collateral of
KeySource Commercial Bank and Business Partners, LLC, on an
interim basis and for the period through and including Oct. 7,
2011, in an aggregate amount not to exceed $65,000.

As adequate protection for the use of cash collateral, the Lenders
will each have a continuing post-petition lien and security
interest in all property and categories of property of the estate,
and the proceeds thereof.

A further hearing on the motion for authorization to use cash
collateral will be held at 10:00 a.m. on Oct. 5, 2011.

                 About Piedmont Center Investments

Raleigh, North Carolina-based Piedmont Center Investments, LLC,
owns, leases, and manages seven shopping centers located in (i)
Graham, Alamance County, North Carolina; (ii) Mebane, Alamance
County, North Carolina; (iii) Pittsboro, Chatham County, North
Carolina; (iv) Gibsonville, Guilford County, North Carolina; (v)
Murfreesboro, Hertford County, North Carolina; (vi) Nashville,
Nash County, North Carolina; and (vii) Roxboro, Person County,
North Carolina.

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$27.2 million in assets and $15.5 million in liabilities.

The Debtor's two primary secured creditors are Business Partners,
LLC, and KeySource Commercial Bank.  Counsel for KeySource are
James B. Angell, Esq., and Nicolas C. Brown, Esq. --
jangell@hsfh.com and nbrown@hsfh.com -- at Howard, Stallings,
From & Hutson, P.A.

On Sept. 2, 2011, an order was entered by the Bankruptcy Court
appointing John A. Northen as Chapter 11 Trustee for the Debtor.


PRIMEDIA INC: S&P Assigns 'B' Rating to $320MM Credit Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Norcross,
Ga.-based PRIMEDIA Inc.'s $320 million senior secured credit
facilities, consisting of a $40 million revolving credit facility
due 2016 and a $280 million term loan B due 2018. "We rated the
loans 'B' (at the same level as the 'B' corporate credit rating on
the company) with a recovery rating of '4', indicating our
expectation of average recovery for lenders in the event of a
payment default," S&P stated.

The 'B' corporate credit rating on PRIMEDIA remains unchanged. The
rating outlook is stable.

Private equity firm TGP Capital LP acquired PRIMEDIA for $525
million, or $7.10 per share. The transaction was financed with a
$320 million senior credit facility and $305 million of equity
provided by TGP Capital.

"The 'B' corporate rating and stable outlook reflect our
expectation that revenue will continue to decline in the high
single-digit percent area over the near term, as reduced ad
spending by landlords and lower effective rent levels in most
markets continue to pressure the apartment segment. We believe
PRIMEDIA will maintain adequate liquidity and compliance with its
financial covenants over the near term despite this pressure,
partly because of reductions in operating expenses and
restructuring efforts over the past 12-18 months. Still, we
believe operating performance will remain weak over the
intermediate term and that covenant cushion could significantly
narrow if trends do not reverse. Persistent weakness in the
apartment rental advertising segment will likely pressure credit
metrics until market conditions improve," S&P stated.

PRIMEDIA publishes and distributes advertising-supported print and
online consumer guides for the apartment rental sector (84.5% of
2011 second quarter revenue) and new homes sector (5%). The
company also has a distribution arm, Distributech (10%), which
distributes print guides under contracts with retail locations.
PRIMEDIA is subject to cyclical and structural pressures in its
home guides and distribution business, ongoing risks from the
migration of real estate advertising to the Internet from print,
the high fixed cost nature of its distribution infrastructure, and
its narrow business base in the highly volatile real estate
market. The majority of the company's Apartment Guide markets have
average occupancy rates in the 90%-96% range that is generally
most beneficial to advertising demand.


PRIVATE MEDIA: Justices Deny Emergency Appeal Over Receivership
---------------------------------------------------------------
Rhett Pardon at XBIZ.com reports that the Nevada Supreme Court has
denied Private Media Group's emergency motion to block a judge's
ruling to appoint a receiver for the company, but the court also
said that the full court would hear the matter at a later date.
"Resolution of this matter shall be expedited to the extent our
docket permits," Nevada justices Nancy Saitta, Mark Gibbons and
James Hardesty wrote in their order, according to XBIZ.com.

"Having considered appellant's motion for a stay, respondents'
opposition and appellant's reply, we are not persuaded that a stay
is warranted at this time," the Nevada justices ruled, the report
notes. "This denial is without prejudice to appellant's right to
renew the motion in the event that appellant's listing on Nasdaq
is clearly threatened. . . . We also conclude that an expedited
briefing schedule and consideration by the full court is
appropriate. Accordingly, appellant shall have 15 days from the
date of this order to file and serve an opening brief and
appendix. Respondents shall have 15 days from the date the opening
brief is served to file an answering brief," the justices added.

XBIZ.com notes that private attorney Robert Dotson, in a statement
to the justices issued just prior to the ruling, called the
proceedings a result of "essentially a hostile takeover action,
coupled with a request for injunctive relief and shareholder
derivative claims."

Private earlier argued that the "appointment of a general receiver
with broad unlimited powers is inconsistent with the continuation
of this public company and consequently the appointment should be
stayed while the issue is reviewed," XBIZ.com relates.

In late August, a Clark County, Nev., judge entered an order
appointing Eric Johnson, a Private director and CEO of Private
division Sureflix, the receiver for the company, the report
recalls.


PUBLIC MEDIA: Files Voluntary Chapter 11 Petition
-------------------------------------------------
Public Media Works has filed a voluntary petition under Chapter 11
of the U. S. Bankruptcy Code.

Over the past several months, Public Media Works has undertaken
significant efforts to reduce its expenses including ceasing
operations of its movie rental kiosks while developing plans to
continue in its core business.  The Company's inability to
identify new sources of liquidity necessary to redeploy and market
its kiosks have caused it to seek bankruptcy protection in order
to better manage its operations through an orderly restructuring
process.  The case number of the filing is 6-11-bk-40137-MJ.

"We believe that Chapter 11 is necessary to restructure the
Company's outstanding debt, and establish a sustainable, long-term
capital structure for the business," said Martin W. Greenwald, CEO
of the Company.  "We have worked tirelessly during the past
several months to develop our plans, address our existing
financial obligations, and seek further funding.  The Company has
concluded that it would be unable to secure the financing it
requires in the absence of a Chapter 11 plan of reorganization
which, if successful, can clean up the Company's balance sheet."

"Our goal is to emerge from Chapter 11 as soon as possible. The
Company is working on securing a debtor in possession (DIP) loan
to allow it to maintain operations at a minimal level while it
develops a Plan of Reorganization to present to creditors and the
Court for approval.  I want to thank all of our shareholders and
creditors for their patience in this difficult time.  It has been
very challenging," said Mr. Greenwald.


QR PROPERTIES: Plan Confirmation Hearing Continued Until Oct. 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
continued until Oct. 12, 2011, at 9:00 a.m., the hearing to
consider the confirmation of QR Properties, LLC's Second Amended
Plan of Reorganization dated July 12, 2011.

As reported in the TCR on July 20, 2011, the Debtor filed a Second
Amended Disclosure Statement to include the agreement with Webster
Bank, a secured creditor, concerning the treatment of Webster
Bank's claim.

The Debtor and Webster Bank agreed that in the event that Webster
Bank does not receive a payment of not less than $7,481,500 by
Sept. 30, 2011, the Debtor will assent to Webster Bank's motion
for relief from stay and allow Webster Bank to enforce its rights
under its mortgage securing the collateral.

The agreement also requires that the plan be confirmed and a sale
of real property to Pulte Homes of New England for $7,350,000, be
executed pursuant to a March 1, 2011 agreement.

According to the Amended Disclosure Statement, the plan provides
for payment in full of all allowed administrative claims, priority
claims, including priority tax claims, payment of the Town of
Acton secured claim, secured claim of Webster Bank, unsecured
claims against the Debtor and for a pro rata distribution to the
subordinated claims of insiders.

Funding of the Plan will come primarily from the base purchase
price for the sale of the premises pursuant to the agreement, the
additional purchase price, any cash held by the estate, and
contribution to be made by current members of the Debtor, well as
the proceeds of any rights of action.

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

                     About QR Properties, LLC

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-
45514) on Nov. 3, 2010.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


RAY ANTHONY: Court Approves Stipulation on Use of Cash Collateral
-----------------------------------------------------------------
On Sept. 7, 2011, the U.S. Bankruptcy Court for the Western
District of Pennsylvania approved the stipulation between The
Huntington National Bank and Ray Anthony International, LLC,
pertaining to the Debtor's use of Huntington's cash collateral.

Debtor says it may need the limited use of cash collateral for
purposes of winding down its affairs in this case.

Huntington, which has an allowed secured claim of $10,596,496 as
of Sept. 2, 2011, and the Debtor stipulate and agree, among
others:

1. The Debtor will deposit all checks and funds it receives in a
   a Lockbox Account.

2. The Debtor will not be authorized to use cash collateral
   pursuant to a written request (for the use of cash collateral)
   until the Debtor receives written approval of the request by
   Huntington.

3. In the event that Huntington and the Debtor cannot agree upon
   the payment of a written request, then, unless the Debtor
   obtains an order of the Court authorizing the use of cash
   collateral, the Debtors may not use cash collateral and
   Huntington may freeze the Lockbox Account without being in
   violation of this Stipulated Order or the automatic stay.

3. Huntington will provide the Debtor a daily report of: (i)
   information regarding the checks received the preceding day,
   and (ii) the balance of the Lockbox Account.

4.  The Debtor will report on a weekly basis to Huntington the
    total sales and collections (if not sent to the Lockbox
    Account) for the previous day.

A copy of the Stipulated Order is available for free at:

     http://bankrupt.com/misc/rai.stipulatedcashuseorder.pdf

                 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.

The Bankruptcy Court has issued an order requiring the Debtor to
either file a Chapter 11 plan of reorganization or move to dismiss
the case on or before Oct. 28, 2011.

The Debtor has sold a large portion of its assets by way of the
B&G Crane Service, LLC and Red White and Blue Crane, LLC sales.

Certain funds from various sales of assets, including but not
limited to, B&G Crane Service, LLC, and Red White and Blue Crane,
LLC, have been placed in to escrow subject to being released and
paid only upon an order of the Bankruptcy Court or agreement by
the parties holding lien claims.  These funds will remain in
escrow under the same terms and conditions and will not be
released without Huntington's written consent.


REITTER CORP: Wants Plan Hearing Today Changed to Status Hearing
----------------------------------------------------------------
Reitter Corporation doing business as Hospital San Gerardo, asks
the U.S. Bankruptcy Court for the District of Puerto Rico to
convert the Sept. 27, 2011, hearing to a status conference.

The Debtor explains that the Debtor has been analyzing its
options, and has been negotiating the terms for a sale of its
assets with its main creditor, Banco Popular.  The Debtor tells
the Court that the it will not be ready to file its amended
disclosure statement before the hearing scheduled for Sept. 27.

On Sept. 8, Banco Popular de Puerto Rico, asked that the Court:

   i) clarify the deadline to file the amended disclosure
   statement;

  ii) set the deadline to file objections thereto;

iii) clarify that the amended disclosure statement will not be
   considered at the Sept. 27, hearing;

  iv) set another hearing for the consideration of the amended
   disclosure statement and any objections thereto; and

   v)order the Debtor to mail the order with the amended
   disclosure statement and plan at least 28 days before the
   hearing for consideration of the amended disclosure statement.

Banco Popular related that on Sept. 7, the Court extended, for the
third time, the deadline to file the amended disclosure statement
until Sept. 14, which is only 13 days before the hearing to
consider the disclosure statement or until Sept. 21, which is only
six days before the hearing set to consider the disclosure
statement.  Banco Popular noted that Rule 3017 of the Federal
Rules of Bankruptcy Procedure specifies that a hearing to consider
the disclosure statement and any objections thereto will be held
no less than 28 days after a disclosure statement has been filed.

According to Banco Popular, it is not clear whether a deadline to
file objections to the amended disclosure statement has been set.
Moreover, it is not clear whether the deadline to file the amended
disclosure statement is Sept. 14, or Sept. 21.  Nevertheless,
regardless of which date the amended disclosure statement is filed
and notified, the Sept. 27, hearing will provide the U.S. Trustee,
the Debtor's creditors and other parties-in-interest with less
than 28 days after the filing of the disclosure statement, Banco
Popular added.

Banco Popular is represented by:

         Rafael Perez-Bachs, Esq.
         Monique J. Diaz-Mayoral, Esq.
         McCONNELL VALDES LLC
         270 Muñoz Rivera Avenue, 9th Floor
         Hato Rey, PR 00918
         P.O. Box 364225
         San Juan, PR 00936-4225
         Tel: (787) 250-5658
              (787) 250-5675
         Fax: (787) 759-2799
              (787) 620-8302
         E-mail: rp@mcvpr.com
                 mjd@mcvpr.com

                    About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation dba Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010.  In its schedules, the Debtor disclosed
$20,440,765 in total assets and $17,250,033 in total debts.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, in San
Juan, P.R., represents the Debtor as counsel.


RIVER EAST: Court Dismisses Chapter 11 Case
-------------------------------------------
Judge Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, dismissed the
Chapter 11 case of River East Plaza, LLC, on Sept. 7.

The Debtor is directed to pay the U.S. Trustee a sum of $4,875,
the amount being owed under Section 1930 of the Judiciary and
Judicial Procedures Code and, if applicable, any accrued interest
on that amount.

The order came after the U.S. Trustee asked for the Court to
dismiss the Debtor's Chapter 11 case (a) the automatic stay was
lifted on the Debtor's principal asset on Aug. 9, leaving the
Debtor with nothing to reorganize and no reasonable likehood of
rehabilitation and (b) the Debtor has not paid the quarterly fees
under Section 1930.

The motion was joined by LNV Corporation, the Debtor's secured
first mortgage lien creditor.

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-05141) on
Feb. 10, 2011 .  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $19,410,255 in assets and $45,268,651 in liabilities as
of the Chapter 11 filing.


ROYAL GORGE: Goes Into Receivership After Loan Default
------------------------------------------------------
Dale Kasler at The Sacramento Bee reports that Royal Gorge ski
resort at Donner Summit, crippled by debt and a stalled
development plan, is in receivership but will remain open.

According to the report, the 40-year-old Soda Springs venue, which
calls itself North America's largest cross-country resort, was put
under control of a court-appointed receiver last month.  The
report relates that the move came after its lender, Armed Forces
Bank, slapped Royal Gorge's ownership group with a default notice
in late June for nonpayment of a $16.7 million loan.

The Sacramento Bee notes that the owners, led by Bay Area
developer Kirk Syme, bought the resort in 2005 and began planning
a big housing project. It was instantly controversial with
environmentalists and never materialized.

Default notices often lead eventually to foreclosure, with the
lender taking ownership, The Sacramento Bee relates.

For now, The Sacramento Bee says, the bank has obtained a court
order that leaves ownership to the Syme group but operational
control to a receiver, the Douglas Wilson Companies of San Diego.
Robert Richley, president of the Wilson firm, said the resort is
operating "business as usual."

He said the receivership includes the historic Rainbow Lodge
restaurant and inn along Interstate 80, The Sacramento Bee
discloses.  But it doesn't include Ice Lakes Lodge, another
fixture of the 2,900-acre property, which has a separate ownership
structure, the report relates.


SCHOFIELD-JOHNSON: Transfer of Judgment Proceeds Is Fraudulent
--------------------------------------------------------------
The Internal Revenue Service filed a lien and levied upon an
account belonging to Schofield-Johnson LLC, with the intent to use
these funds to pay a tax liability owed by Sammy Johnson.  Sammy's
wife, Victoria Johnson, is the majority shareholder in Schofield
Johnson, an entity in which Sammy has no ownership interest.
Schofield-Johnson seeks a judgment declaring that the levy by the
IRS was wrongful and that its account may not be used to satisfy
Sammy's individual tax liability.  The IRS seeks a ruling that
Schofield Johnson is merely the nominee of Sammy Johnson or that
Sammy's transfer of certain funds to Victoria was fraudulent, and
that therefore, the IRS may properly levy upon Schofield-Johnson's
account to satisfy Sammy's tax liability.

In 1997, Sammy sued his employer, Colonial Life Insurance Company,
for wrongful discharge and breach of contract.  In 1999, Sammy
filed a Chapter 7 bankruptcy but did not list his claim against
Colonial as an asset of his bankruptcy estate.

In 2004, Sammy and his wife Victoria moved to certain property in
Hurdle Mills, North Carolina, which they purchased from Victoria's
son Hunter, and began living in a mobile home situated on the
property.  On March 1, 2006, Sammy received a net judgment of
approximately $1,000,000 as a result of his lawsuit against
Colonial.  Shortly thereafter, Sammy directed that the Judgment
Proceeds be deposited into Victoria's checking account -- Sammy
did not have a checking account.  After the funds were deposited
into her account, Victoria placed a portion of the funds in a
money market account, another portion in an investment account,
and used another portion to build a house on the Hurdle Mills
property.  The funds were also used to purchase a new Prius
automobile and to give roughly $90,000 to her children.

Sometime between late 2006 and early 2007, Sammy hired various tax
professionals, ostensibly to determine whether the Judgment
Proceeds were taxable.  According to Sammy, an accountant named
Keith Pleasant told him that, based on Murphy v. I.R.S., 460 F.3d
79 (D.C. Cir. 2006), at least portion of the funds might not be
taxable.  Sammy claims that Mr. Pleasant advised him to wait until
the case was resolved on appeal before filing a tax return.

Accordingly, Sammy filed for an extension of time.  On July 3,
2007, the Murphy case was resolved in favor of the IRS (Murphy v.
IRS, 493 F.3d 170 (D.C. Cir. 2007)), at which point it became
clear that all of the Judgment Proceeds were taxable.

Sammy then filed a tax return with the IRS listing a $356,660 tax
liability due to his receipt of the Judgment Proceeds.  He
enclosed a payment of $1,000, which he contends was a good-faith
showing that he intended to pay his tax liability in installments.
He never asked Victoria to return the Judgment Proceeds, nor did
he ask her for any money with which to pay his tax liability.

On Feb. 26, 2008, Victoria formed Schofield-Johnson with her two
sons, Hunter and Matthew, for the dual purposes of protecting
assets against any potential malpractice claims (Victoria is a
physician) and developing family land.  Hunter and Matthew are not
Sammy's sons, and Sammy has not held any interest in Schofield
Johnson since its formation.  Shortly after forming Schofield
Johnson, Victoria, Hunter, and Matthew funded the company as
follows.  Victoria contributed her investment account (in which
the Judgment Proceeds were deposited) and the 12 acres of land on
which her and Sammy's home is located (the home was built and
furnished using the Judgment Proceeds).  Hunter and Victoria also
contributed 52 acres of land that they owned jointly.  Matthew
contributed $1,000.  Sammy contributed nothing.

On July 15, 2009, after failed attempts to collect the money from
Sammy, the IRS filed a lien against all of Schofield-Johnson's
real and intangible property to satisfy Sammy's tax liability of
$494,320 (a $381,000 assessment plus statutory penalties).  The
next day, the IRS levied on and attempted to seize Schofield
Johnson's investment account at RBC Wealth Management, and the
funds were scheduled to be released to the IRS on Aug. 12, 2009.

In a Sept. 21, 2011 Memorandum Opinion, Bankruptcy Judge Thomas W.
Waldrep, Jr., said the transfer of the Judgment Proceeds from
Sammy to Victoria was fraudulent and that, accordingly, under
North Carolina law, Schofield-Johnson is the nominee of Sammy
Johnson.  Further, the Court said Schofield-Johnson is not a good
faith transferee for value and is therefore not entitled to a
defense against the claims of the IRS based under N.C. Gen.Stat.
Sec. 39-23.4(a).  Accordingly, judgment is entered in favor of the
IRS.

The case is Schofield-Johnson, LLC, v. United States of America,
Commissioner of Internal Revenue Service, Adv. Proc. No. 09-09067
(Bankr. M.D.N.C.).  A copy of the Court's decision is available at
http://is.gd/mJHvcefrom Leagle.com.

Schofield-Johnson filed its Chapter 11 bankruptcy (Bankr. M.D.N.C.
Case No. 09-81347) on Aug. 10, 2009.


SEAHAWK DRILLING: Committee Taps D&P on Blake and Pride Matters
---------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 cases of Seahawk Drilling, Inc., et al., asks the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to modify terms of employment of Duff & Phelps Securities, LLC, as
financial advisors.

The Equity Committee asks that the Court expand the scope of D&P's
employment to authorize a related entity, D&P LLC, to provide
particularized assistance of the Blake and Pride matters; and
provide separate and distinct compensation terms for D&P LLC.

Blake Internation USA Rigs, LLC and Blake Platform Rigs, S. de
R.L. de C.V., and Pride International, Inc., et al., filed sizable
proofs o claim in the Debtors' cases.

Specifically, D&P will, among other things:

   -- assist in discovery, pre-trial motions and case strategy;

   -- prepare an expert report including written opinion and
   analyses; and

   -- provide deposition testimony.

The hourly rates of D&P LLC's personnel are:

         Managing Director          $625
         Director                   $550
         Vice President             $450
         Senior Associate           $350
         Analyst                    $250
         Research Analyst           $160

To the best of the Equity Committee's knowledge, D&P LLC is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  The deal was valued at about $176
million when it received court approval.

Based on previous TCR reports, the purchase price for the
acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SOLYNDRA LLC: Proposes Oct. 28 Auction for All Assets
-----------------------------------------------------
Solyndra LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for authorization to sell business assets on
turnkey basis, subject to bigger and better offers.

The Debtors intend to sell substantially all of their assets
utilized in the ordinary course of operation of its business (or
any portion thereof), including Solyndra's  manufacturing plant
and land , all associated fixtures and equipment, intellectual
property, rights under executory contracts and leases, and any
other business assets necessary for a turnkey sale of Solyndra's
enterprise.

The Debtors also ask that the Court approve the schedule related
to the sale:

   Bid Deadline:                 Oct. 25, 2011, at 4:00 p.m.
                                 (prevailing Pacific time)

   Auction:                      Oct. 28, 2011, at 10:00 a.m.
                                 at the offices of Solyndra's
                                 counsel, Pachulski Stang Ziehi &
                                 Jones LLP, 150 California Street,
                                 15th Floor, San Francisco,
                                 California

   Sale Hearing:                 Nov. 2, 2011, at 11:30 a.m.

   Objections Deadline:          Oct. 19, 2011, at 4:00 p.m.

   Sale Closing:                 Dec. 1, 2011

The Debtors also request that:

   -- an offer letter must not request a "break-up fee," "overbid
   fee" or similar payment or any payment or reimbursement of any
   fee to its advisor(s), but may indicate a willingness to become
   a "stalking horse" bidder or bidders.

   -- grant the stalking horse protections in the form of payment,
   at any closing of the sale of the assets to a successful bidder
   that is not the stalking horse bidder, of a break-up fee
   payable solely out of the proceeds of sale that would not
   exceed 3% of the stalking horse bidder's baseline bid, plus
   reimbursement of reasonable out-of-pocket expenses payable
   solely out of proceeds of sale in an amount not to exceed
   $250,000.

The Court will convene a hearing today, Sept. 27, at 9:30 a.m.

                        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.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.


SOLYNDRA LLC: Executives Plead the Fifth Before Congress
--------------------------------------------------------
Chapter11Cases.com reports that top executives from bankrupt solar
energy firm, Solyndra LLC faced House lawmakers on Friday but took
the Fifth on numerous occasions as they faced tough questions
about the government's controversial loan guarantee program.

Citing a report from CNBC's Hampton Pearson, Chapter11Cases.com
says Solyndra's CEO Brian Harrison and CFO William Stover appeared
before a congressional committee to answer questions about what
happened to their $528 million government guaranteed loan, but
facing bankruptcy and possible criminal investigation the Solyndra
executives declined to answer any questions from lawmakers.

                       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.


SONOMA VINEYARD: U.S. Trustee Withdraws Motion to Dismiss
---------------------------------------------------------
August B. Landis, Acting United States Trustee for Region 17, has
withdrawn his motion to dismiss or convert Sonoma Vineyard
Estates, LLC's Chapter 11 case to Chapter 7 liquidation.

As reported in the TCR on Aug. 4, 2011, the Acting U.S. Trustee
noted that as of the date of the filing of the motion, a plan has
not been filed despite the stipulation entered with the Debtor
extending until Sept. 4, the deadline to obtain confirmation of a
plan.

The Acting U.S. Trustee said that the Debtor also failed to file
operating reports for the months of February, March, April, May,
and June of 2011, and has unpaid fees of $650 for the first and
second quarters of 2011.

The Debtor filed on Aug. 30, 2011, a Chapter 11 Plan and a
proposed Disclosure Statement explaining the Plan with the
Bankruptcy Court.

As reported in the TCR on Sept. 26, 2011, Judge Alan Jaroslovsky
will convene a hearing on the approval of the Disclosure Statement
on Oct. 7, 2011, at 9:00 a.m.

The proposed plan for Sonoma Vineyard is to either sell the
entirety or to take the two parcels that are comprised of
58.5 acres and process an application for a 17 estate lot
subdivision so that the property can be sold to a developer which
in turn would result in all creditors being paid in full and
possibly some of the approximately $3,000,000 invested by the
members being returned to them.

                      About Sonoma Vineyards

Napa, California-based Sonoma Vineyards Estate LLC was formed in
2006 to obtain approvals, develop and sell a fractional resort
development that would be marketed and financed by Wyndham
Worldwide in partnership with Sonoma Heritage Partners LLC.  The
approvals were almost completed in late 2008 when the financial
crises erupted.  Wyndham Worldwide's stock dropped from $36 a
share to less than $3 and the company was forced to lay off over
10,000 employees and abandon the development due to their
inability to make the agreed upon financial contributions.

Faced with the loss of its only asset to foreclosure, the Company
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-13447) on Sept. 7, 2010.  Michael C. Fallon, Esq., at
the Law Offices of Michael C. Fallon, in Santa Rosa, Calif.,
assists the Debtor in its restructuring effort.  In its schedules,
the Debtor disclosed $10,000,038 in assets and $6,998,010 in
liabilities.


SSI GROUP: Sale Process Draws Criticism From U.S. Trustee
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that a federal bankruptcy
watchdog is speaking out against SSI Group Holding Corp.'s plans
to sell its two restaurant chains, finding fault with both a
proposed buyer's insider ties and the bankrupt company's efforts
to spread the word about the assets.

SSI Group Holding Corp. sought bankruptcy protection (Bankr. D.
Del. Case No. 11-12917) in Wilmington, Delaware, after months of
lackluster performance at its two struggling restaurant chains,
which combined operate about 120 locations, and its debts mounted
to $47.5 million.  Judge Mary F. Walrath presides over the case.
SSI reported $23.9 million in assets.

SSI is behind two southern restaurant chains -- the healthy Souper
Salad chain and "comfort food"-serving Grandy's restaurants.


THINES LLC: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Thines, LLC
        7146 Montevideo Road
        Jessup, MD 20794

Bankruptcy Case No.: 11-28872

Chapter 11 Petition Date: September 20, 2011

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140
                  E-mail: mkivitz@aol.com

Scheduled Assets: $1,960,289

Scheduled Debts: $2,685,032

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb11-28872.pdf

The petition was signed by Tyrone Hines, managing member.


TIMBER HOLDINGS: Goes Into Receivership
---------------------------------------
The Business Journal reports that Timber Holdings International
has entered receivership after defaulting on its debt with M&I
Bank.  BMO Harris Bank, which bought Milwaukee-based M&I in July,
sued Timber Holdings owner Cecco Trading Inc. earlier this month
in Milwaukee County Circuit Court, according to the report.

The report notes that Milwaukee attorney Michael Polsky, who has
been appointed receiver, said this week he is negotiating with two
prospective buyers for the business. Timber Holdings continues
operating and has retained owner Brian Lotz as its president.

Timber Holdings International is a Wauwatosa company that has
supplied durable wood to the Atlantic City and Coney Island
boardwalks and backyard decks across America.


TOKIO MARINE: U.S. Court Recognizes Case as Foreign Proceeding
--------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court Southern
District of New York, on Sept. 8, 2011, recognized the Chapter 15
case of Tokio Marine Europe Insurance Limited as a foreign
proceeding pursuant to Section 1517(a) of the U.S. Bankruptcy Code
and within the meaning of Section 101(23).

David McGuigan, in his capacity as the duly appointed foreign
representative of Tokio Marine which is subject to an adjustment
of debt proceeding and bound by that certain Scheme of Arrangement
pursuant to Part 26 of the Companies Act 2006 for the Scheme
Company sanctioned by the High Court of Justice of England and
Wales on April 15, 2011, filed the verified petition under Chapter
15 for recognition of a foreign proceeding.

The Court ordered that the Scheme Company is entitled to all the
relief equivalent to that afforded to a Debtor in a foreign main
proceeding under section 1520 pursuant to sections 1521(a) and (b)
of the Bankruptcy Code.

            About Tokio Marine Europe Insurance Limited

United Kingdom-based Tokio Marine Europe Insurance Limited
provides insurance solutions, risk engineering and claims
management in Europe.

David McGuigan filed for Chapter 15 protection (Bankr. S.D.N.Y.
Case No. 11-13420) in behalf of the Debtor on July 18, 2011.  Lee
Stein Attanasio, Esq., at Sidley Austin LLP represents the Debtor
in its restructuring efforts.  The Debtor has estimated assets and
debts of more than $100 million.  The Company did not file a list
of creditors together with its petition.


TRAILER BRIDGE: S&P Puts 'CCC' Corp. Credit Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Jacksonville, Fla.-based Trailer Bridge Inc. on CreditWatch with
negative implications.

"The CreditWatch listing reflects our view that Trailer Bridge's
refinancing and repricing risks have increased with the
approaching Nov. 15, 2011, maturity of its $82.5 million senior
secured notes -- which represent the substantial majority of the
company's outstanding debt," said Standard & Poor's credit analyst
Funmi Afonja. "The company also has weak liquidity and a
deteriorated financial risk profile. As of June 30, 2011, it had
$173,200 in cash and, $1.8 million in effective revolver
availability after taking into account its springing financial
covenants. We view Trailer Bridge's credit measures as weak and
believe they could deteriorate further if fuel prices rise or if a
debt refinancing causes a significant increase in cash interest
payments and high transaction fees."

For the 12 months ended June 30, 2011, EBITDA interest coverage
fell to 0.1x from 2.1x in the same period a year earlier. Debt
(adjusted for operating leases) to EBITDA increased to 90.6x from
4.9x from one year earlier. Higher leverage is due primarily to
earnings erosion, caused by higher fuel prices, lower shipping
volumes, and rate pressures, as well as from periodic drydocking
expenses.

"Our ratings on Trailer Bridge reflect its weak liquidity, highly
leveraged financial profile, concentrated end-market demand, and
participation in the capital-intensive and competitive shipping
industry. Positive credit factors include the less-cyclical nature
of demand for consumer staples that Trailer Bridge mostly carries
and barriers to entry due to the Jones Act (which regulates intra
U.S. shipping). We categorize Trailer Bridge's business risk
profile as 'vulnerable,' its financial risk profile as 'highly
leveraged,' and liquidity as 'weak,' S&P related.

"We could lower our ratings if we see increased risks that Trailer
Bridge may not be able to refinance its debt, or if it reaches
agreement to restructure its debt in a manner that we would
classify as a selective default," Ms. Afonja continued. "We could
affirm the ratings if the company refinances its notes and we
believe its financial profile will not be materially affected by
any potential increase in cash interest payments and transaction
fees."


TRAVELPORT HOLDINGS: Lays Out Possible Prepackaged Ch. 11 Plan
--------------------------------------------------------------
Travelport Holdings Ltd., the largest shareholder of Orbitz
Worldwide Inc., laid out a possible prepackaged Chapter 11 plan in
a regulatory filing with the U.S. Securities and Exchange
Commission.

On Sept. 21, 2011, Travelport Holdings Limited, in connection with
the proposed restructuring of its senior unsecured payment-in-kind
term loans, commenced soliciting acceptances of a consensual plan
of reorganization.  A copy of the disclosure statement of Holdings
relating to the Consensual Plan is available for free at
http://is.gd/eQ9Tog

On Sept. 23, 2011, Travelport Holdings Limited amended its
disclosure statement relating to solicitation of acceptances of a
consensual plan of reorganization, filed in an 8-K dated Sept. 22,
2011.  A copy of the amendment to the disclosure statement of
Holdings is available for free at http://is.gd/Q1mhg2

The Company received a letter, dated Sept, 22, 2011, from Dewey &
LeBoeuf LLP as counsel to certain holders of the Travelport's
outstanding senior notes.  The Company disagrees with the
assertions in the letter and it believes that it is, and will
continue to be, in full compliance with the provisions of the
indentures for the senior notes upon implementation of its
proposed restructuring plan.  A copy of the letter is available
for free at http://is.gd/EfYQZb

                   About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed
$3.680 billion in assets, $4.136 billion in total liabilities, and
a stockholders' deficit of $456 million.


TRAVELPORT HOLDINGS: Inks Pact Extending PIK Term Loans to 2016
---------------------------------------------------------------
Travelport Limited announced Monday last week that that the
Company's parent holding company, Travelport Holdings Limited, has
reached an agreement in principle with lenders holding a majority
of Travelport Holdings' unsecured payment-in-kind ("PIK") term
loans due March 27, 2012, to amend such debt, including
arrangements that extend the maturity date until 2016.
"We are pleased that our parent company has reached an agreement
with its key lenders," stated Gordon Wilson, President and CEO of
Travelport Limited.  "We continue to be committed to expanding and
improving our product and technical platform and building on our
position as one of the world's leading travel content aggregators
and transaction processing providers."

Under the terms outlined in the solicitation documents, holders of
Travelport Holdings' unsecured PIK term loans in aggregate amount
of approximately $715.0 million (including expected capitalized
interest at the time of the transaction) are being offered the
opportunity for i) an $85.0 million pro-rata cash repayment, ii)
an exchange of $207.5 million of existing PIK term loans for
$207.5 million of second lien term loans due Dec. 1, 2016, to be
issued by a subsidiary of Travelport Limited ("Second Lien Term
Loans"), iii) an extension of the remaining PIK term loans in two
tranches: a) $287.5 million aggregate principal amount of PIK term
loans extended to Dec. 1, 2016, and b) $135.0 million aggregate
principal amount extended until Sept. 30, 2012, and (iv) equity of
the parent of Travelport Holdings depending on the timing of
certain events.  If not repaid by Sept. 30, 2012, the obligations
due under the $135.0 million tranche of PIK term loans will be
satisfied with an additional $135.0 million of Second Lien Term
Loans due Dec. 1, 2016.

Holders that hold a majority of the PIK term loans have signed a
support agreement under which they agree to the terms of the
transaction.  The steps relating to the amendment of the PIK term
loans also require the consent to certain amendments by the
holders of a majority in aggregate principal amount of the loans
outstanding under Travelport Limited's senior secured credit
agreement.

Concurrent with the solicitation of consent for the transaction,
Travelport Holdings is soliciting acceptances of a consensual plan
of reorganization to gain acceptance of the transaction even if
the transaction does not achieve unanimous acceptance of the PIK
term loan holders.  The consensual plan of reorganization will not
be required if Travelport Holdings receives unanimous acceptance
of the transaction from current PIK term loan holders.  In the
event that Travelport Holdings proceeds with a consensual plan of
reorganization, Travelport Holdings, which is a holding company
with no active operations, would be the entity involved.

Travelport Limited would not be a party to the plan and its
ongoing business operations would not be affected.

                   About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, a
broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed
$3.680 billion in assets, $4.136 billion in total liabilities, and
a stockholders' deficit of $456 million.


TRAVELPORT HOLDINGS: Debt Trades at 10% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Travelport, Inc.,
is a borrower traded in the secondary market at 91.47cents-on-the
dollar during the week ended Friday, Sept. 23, 2011, an increase
of 1.18 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Aug. 23, 20115.  The
loan is one of the biggest gainers and losers among 99 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                   About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, a
broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed
$3.680 billion in assets, $4.136 billion in total liabilities, and
a stockholders' deficit of $456 million.


TRIBUNE CO: Bank Debt Trades at 43% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 56.79 cents-on-the
dollar during the week ended Friday, Sept. 23, 2011, a drop of
0.75 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan.  The loan is one of
the biggest gainers and losers among 99 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TXU CORP: Bank Debt Trades at 30% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 70.13 cents-on-the-dollar during the week
ended Friday, Sept. 23, 2011, a drop of 2.28 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 99 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

*     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TUSCAN RANCH: Failing to Confirm Plan, Judge Lifts Automatic Stay
-----------------------------------------------------------------
Chief Bankruptcy Judge James M. Marlar dissolved and lifted the
automatic stay in the bankruptcy cases of Tuscan Ranch Inc.,
Cactus West Developers LLC, Todd and Jennifer Burch, Todd Burch
Ltd., and NFlux, LLC, at the behest of AEA Federal Credit Union.
Judge Marlar said the cases have been before the Court for a long
enough period that, if they were capable of reorganization, such
would have happened by this time.  It is prejudicial to continue
to restrain creditors, with legitimate secured interests, from now
exercising their legal remedies, the judge added.

A copy of Judge Marlar's Sept. 23 Memorandum Decision is available
at http://is.gd/DETtsZfrom Leagle.com.

                     About Tuscan Ranch et al.

Todd Burch, Ltd., filed a Chapter 11 petition on June 11, 2010.
Schedules for the entity revealed no real property holdings, and
limited personalty.  There were no secured creditors, and only
seven unsecured creditors, whose aggregate debt is $183,664.  Of
this amount, $167,894.35 (91%) is owed to AEA. Counsel received a
$10,000 retainer for this case.  Todd Burch, Ltd., filed a plan on
March 31, 2011, which was heard on August 19, 2011.  Plan
confirmation was denied. Since then, no new plan has been filed.

Todd and Jennifer Burch, individually, filed for Chapter 11 relief
on June 11, 2010.  Their assets consisted of their personal
residence, secured by a lien, and a routine assortment of personal
property, which they valued at $44,262.  Most of their property is
exempt.  Most of the significant assets are also encumbered by
liens.  They listed unsecured debt of $9,227,697.  There is one
insider debt of $25,000.  Excluding it, of the remaining
$9,202,697 in unsecured debt, fully 99% or $9,127,131, is owed to
AEA on continuing guarantees.  A plan was filed on March 10, 2011,
but confirmation was denied on August 19, 2011.  No new plan has
been filed since that date.

Cactus West Developers, LLC, filed on June 2, 2010.  Its schedules
reflect $8.9 million secured debt owed to AEA.  There is only one
unsecured creditor, an engineering company, which is owed $18,193.
A $50,000 retainer was agreed to be paid for the attorneys'
services in this case.  An amended reorganization plan was filed
on March 10, 2011. However, it failed to be confirmed at hearing
held on August 19, 2011. Since then, no new plan has been filed.

Tuscan Ranch, Inc., filed a voluntary Chapter 11 petition on May
11, 2010.  The real property assets involve four parcels of land,
each valued between $220-$225,000. All are secured by liens to
AEA.  The secured debts of AEA exceed the values ascribed to each
property.  There are only three unsecured creditors. One is a co
debtor, Cactus West Developers, which is owed $121,930, and one is
AEA, owed $450,000.  The final unsecured creditor is Arizona
Public Service, owed $7,305.  Again, AEA is the principal non
insider creditor, holding both secured and unsecured debt.  A plan
was filed on Dec. 8, 2010.  It failed to be confirmed, at a
hearing held on August 19, 2011. No subsequent plans have been
filed.

NFLUX filed a voluntary Chapter 11 petition on Aug. 30, 2010.  The
Debtor's principal asset consists of 19 assisted living
condominiums at 2892 W. 31st Place, Yuma, Arizona.  The Debtor
values the property at $6,100,000.  It owes AEA $4,000,000,
secured by that real property.  The Debtor's only other
significant asset consists of an account receivable owed to it by
Reflections Assisted Living, LLC, of $186,179.09.  The Debtor's
monthly operating statement, over the last year, reflect no
collection on this receivable.  Counsel agreed to a $25,000 fee
for this Chapter 11 case.  A plan, filed on March 10, 2011, was
denied confirmation on August 19, 2011.  No new plan has been
filed.

The cases (Bankr. D. Ariz. Case Nos. 10-14417, 10-17298, 10-18431,
10-18432 and 10-27643) are jointly administered.  The Law Offices
of Robert M. Cook PLLC -- robertmcook@yahoo.com -- represents the
Debtors.


ULTIMATE ESCAPES: Plan Filing Period Extended to Oct. 17
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Ultimate Escapes Holdings, Inc., and its debtor
affiliates' exclusive periods to file a plan and solicit
acceptances of a filed plan through and including Oct. 17, 2011,
and Dec. 14, 2011, respectively.

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- was a
luxury destination club that sold club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-12915) on Sept. 20, 2010.  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Sandra G. M. Selzer, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., Shanti M. Katona, Esq., and Peter W.
Ito, Esq., at Polsinelli Shughart PC, represent the Creditors
Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


ULTIMATE ESCAPES: Fine-Tunes Plan Based on CpaitalSource Deal
-------------------------------------------------------------
Ultimate Escapes Holdings, LLC, et al., have filed a black-lined
copy of a modified disclosure statement explaining their proposed
Chapter 11 Liquidating Plan.  The black-lined copy of the
Disclosure Statement is available for free at

     http://bankrupt.com/misc/ultimateexcapes.blacklineDS.pdf

A cornerstone of the Plan is the implementation of a settlement
between the Debtors, CapitalSource, and each of their respective
affiliates.  The CapitalSource Settlement has been incorporated
into the Plan, under which the final $300,000 of financing
approved under the Final DIP Order will be funded on the Effective
Date and apply to satisfy Allowed Administrative Claims, including
any Deferred Professional Compensation Claim.  CapitalSource is
the Prepetition Secured Lender as well as the DIP Lender.

The Plan contemplates the transfer of any "remaining assets,"
which include available cash and any causes of action, to a
Liquidating Trust.  The liquidating trustee will make
distributions to the creditors pursuant to the Plan.

The Plan designates six Classes of Claims and Interests.  Under
the Plan, claimants in Classes 1, 2 and 3 are unimpaired, while
Claimants in Classes 4 and 5 are impaired.  Holders of Class 6
interests are deemed to reject the Plan.

Pursuant to the Plan, holders of the Class 1 Allowed Prepetition
Secured Lender Claim will receive 100% payment from the proceeds
from the sale of substantially all of the Debtors' Assets.

Pursuant to the CapitalSource Settlement, the Allowed Postpetition
Secured Lender Claim in Class 2 is deemed satisfied is full, and
the DIP Lender is not entitled to vote on account of its Class 2
Claims.

Holders of Allowed Tax and Other Priority claims in Class 3 will
likewise be paid 100% of their claims.

Holders of Allowed Other Secured Claims in Class 4 will receive,
at the option of the Debtors or the Liquidating Trustee, one of
the following forms of treatment: (a) full payment in Cash; (b)
the Debtors will abandon the property; or (c) such other treatment
as the Holder and the Debtors or the Liquidating Trustee will have
agreed upon in writing; or (d) such Holder will retain its lien
securing its Allowed Class 4 Other Secured Claim.

Holders of Allowed General Unsecured Claims in Class will each
receive its Pro Rata Share of the Distribution.  Estimated
recovery for this Class was not disclosed.

Holders of Class 6 Interests will not receive or retain any
Distribution under the Plan.  Class 6 is presumed to have rejected
the Plan.

A copy of the original Disclosure Statement in support of the
Debtor's Liquidating Plan is available at:

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

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- was a
luxury destination club that sold club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-12915) on Sept. 20, 2010.  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Sandra G. M. Selzer, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., Shanti M. Katona, Esq., and Peter W.
Ito, Esq., at Polsinelli Shughart PC, represent the Creditors
Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNIVERSAL EXPRESS: Penny Stock Traders Must Pay $14 Million
-----------------------------------------------------------
Brian Bandell at the South Florida Business Journal reports that a
federal judge ruled that two Florida penny stock traders who
issued unregistered shares of the defunct Universal Express
must pay fines of $14 million and $5.3 million.

Universal Express was placed into receivership in 2007 after the
Securities and Exchange Commission uncovered a series of
misleading statements and unregistered stock sales by Chief
Executive Officer Richard Altomare, according to the report.

The Business Journal notes that the unregistered stock offerings
were used to keep the Company running and compensate the
executive. The company and Altomare were fined $25.7 million.

In 2009, the Business Journal recalls, the SEC sued three
stockbrokers over allegations that they helped Universal Express
issue more than 21 billion illegal shares to raise $34 million.

The Business Journal discloses that a federal judge ruled that
Holmes Beach resident Doyle Scott Elliot and his Bradenton Beach
based Scott Elliot Inc. must pay $14 million in fines and
disgorgement of profits.  They were enjoined from participating in
penny stock offerings, the report relates.

The Business Journal notes that Coral Gables resident Robert L.
Weidenbaum and his Miami-based CLX & Associates  were ordered to
pay $5.3 million in fines and disgorgement, and were also enjoined
from penny stock offerings.

Mr. Weidenbaum, the report relays, has even more trouble headed
his way. He was among seven stock promoters charged by the SEC in
February in what authorities called a pump-and-dump scheme.

The report notes that the judge is still considering the final
outcome for the third Universal Express defendant, New York
resident Michael J. Xirinachs.  A hearing is set for Dec. 6 to
determine whether he willfully violated federal securities laws.

As for Mr. Altomare, after spending 80 days in jail under a
contempt of court order, he is living in West Palm Beach, the
Business Journal adds.

Boca Raton, Florida-based Universal Express is a luggage shipping
business.


UNIVISION COMMS: Bank Debt Trades at 15% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications Inc. is a borrower traded in the secondary market
at 85.46 cents-on-the-dollar during the week ended Friday, Sept.
23, 2011, a drop of 0.73 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 29, 2017, and carries Moody's B2 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 99 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on Jan. 12, 2011,
Standard & Poor's affirmed its ratings on New York City-based
Spanish language TV and radio broadcaster Univision Communications
Inc.'s 8.5% senior unsecured notes due 2021, following the
Company's proposed $315 million add-on to the issue.  The add-on
would bring the total dollar amount of the issue to $815 million.
The issue-level rating on this debt remains at 'CCC+ (two notches
lower than the 'B' corporate credit rating on the Company), and
the recovery rating remains at '6', indicating S&P's expectation
of negligible (0% to 10%) recovery for noteholders in the event of
a payment default.

S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes.  The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects it
will meet with proceeds from Grupo Televisa, S.A.B.'s investment,
is set to expire on Jan. 21, 2011.

On Apr. 28, 2011, the TCR related that Moody's assigned a B2
rating to Univision Communications, Inc.'s proposed $600 million
senior secured notes due 2019.  Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses.  Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense.  Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years.  Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.

On June 16, 2011, the TCR reported that Fitch Ratings affirmed
Univision Communications, Inc.'s Issuer Default Rating (IDR) at
'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data.  Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.  High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population.  Ratings concerns center on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.

Univision, headquartered in New York, is the leading Spanish
language media company in the United States.  Revenue for fiscal
year 2010 was approximately $2.2 billion.


US HIGHLAND: Hood Sutton Raises Going Concern Doubt
---------------------------------------------------
US Highland, Inc., filed on Sept. 12, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Hood Sutton Robinson & Freeman, CPAs, P.C., in Tulsa, Oklahoma,
said that the US Highland's recurring losses and net capital
deficiency raise substantial doubt about the Company's ability to
continue as a going concern.

The Company reported a net loss of $2.3 million on $1.5 million of
revenue in 2010, compared with net income of $47,099 on $454,182
of revenue in 2009.

The Company's balance sheet at Dec. 31, 2010, showed $3.4 million
in total assets, $562,896 in total liabilities, and stockholders'
equity of $2.8 million.

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

                       http://is.gd/YZuDQC

Mounds, Okla.-based US Highland, Inc., is a recreational
powersports Original Equipment Manufacturer ("OEM"), developing
motorcycles, quads, single cylinder engines, and v-twin engines
under its own brand and for other OEMs.


USHC LLC: Court Rejects $2,000 Monthly Postpetition Retainer
------------------------------------------------------------
Bankruptcy Judge Joan A. Lloyd granted, in part, and denied, in
part, the application of USHC, LLC, to employ Seiller Waterman LLC
as its bankruptcy attorneys.

The Application indicated that the Debtor had paid Seiller
Waterman a $30,000 retainer for its services to be rendered as
counsel in the case.  The Application also states, "[i]n
anticipation that the aforementioned retainer will not be
sufficient to pay for all services and expenses incurred, the
following provisions for additional payment(s) have been agreed to
by client and counsel: escrowing with counsel an additional $2,000
per month.  Any fees would be paid upon approval by the United
States Bankruptcy Court."

The United States Trustee objected on the basis that the $2,000 to
be escrowed monthly represents a post-petition security retainer
to secure Seiller Waterman's fees in contravention of the
Bankruptcy Code.

Judge Lloyd held that by approving the post-petition escrow
requested in the Application, the Court would be sanctioning the
Debtor's use of cash collateral of another creditor -- although
the secured lender raised no such objection -- as well as placing
the Debtor's attorney in a priority position above other
administrative claimants.  It also would not be in the best
interest of the estate.  The facts presented by the Debtor's case
do not justify a departure from the normal compensation procedures
followed in the District as provided for under the Bankruptcy
Code.

Accordingly, the Debtor is authorized to employ Seiller Waterman
in accordance with the terms of its Application, except for the
provision requiring the Debtor to escrow $2,000 per month post
petition as a retainer.

A copy of the Court's Sept. 23, 2011 Memorandum-Opinion is
available at http://is.gd/Imulnrfrom Leagle.com.

USHC, LLC, based in Buckner, Kentucky, filed for Chapter 11
bankruptcy (Bankr. W.D. Ky. Case No. 11-30583) on Feb. 9, 2011.
David M. Cantor, Esq. -- cantor@derbycitylaw.com -- at Seiller
Waterman LLC, serves as the Debtor's counsel.  In its petition,
the Debtor estimated $1 million to $10 million in assets and
debts.  The petition was signed by Steve Willis, member.


USAM CALHOUN: Files Schedules of Assets and Liabilities
-------------------------------------------------------
USAM Calhoun Land LLC filed with the Bankruptcy Court for the
Western District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,500,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,612,733
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $2,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $334,359
                                 -----------      -----------
        TOTAL                    $15,500,000      $10,949,093

USAM Calhoun Land LLC filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 11-12232) on Sept. 6, 2011, in Austin.  James V.
Hoffner, ESq., at Graves, Dougherty, Hearon & Moody, P.C. serves
as counsel to the Debtor.


VM ASC: Disclosure Statement Hearing Set for Oct. 27
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will convene a hearing on Oct. 27, 2011, at 10:00 a.m., to
consider approval of the disclosure statement explaining VM ASC,
LLC and its debtor affiliates' plan of reorganization.  Objections
are due Oct. 20.

The primary funding for the Plan will come from a partnership
between Gregory S. Morris and Jeff Long, a businessman in Altoona,
Pennsylvania.  Mr. Long will assume the role of general partner in
the Morris/Long partnership entities.

Mr. Long would be involved in the refinancing or assumption of
more than $23 million of debt with perhaps an additional
assumption or refinance of $3 million more if the Estate of Joseph
B. Ventura does not wish to assume or refinance the debt of Debtor
200 E. Plank Road, L.P., or cannot obtain the requisite guaranty
releases.

Mr. Morris alone will refinance or obtain guaranty releases with
regards to additional debt totaling $3.4 million.

The bulk of the unsecured debt in the bankruptcy cases are the
claims of the partners themselves which will be released via the
Plan.  The remaining unsecured creditors with allowed claims can
and will receive payments toward their claims from the entities
out of ongoing operations and from the remaining partners in said
entities after the swaps, buy outs, etc.

The Plan eliminates extensive litigation due to the mutual
releases by and between Morris, the Ventura Estate, Carroll and
Diane Osgoods and the various Debtor entities, according to the
Debtors' counsel, Robert O. Lampl, Esq., in Pittsburgh,
Pennsylvania.  The Plan is comprehensive, in contrast to the Plan
submitted previously by the Ventura Estate and the Osgoods, which
sought to cherry pick some highly profitable entities, Mr. Lampl
further notes.

The Debtors believe a flat out Chapter 7 liquidation would result
in nominal or no distributions to the majority of creditors and
that the best way to achieve maximum payments to creditors is to
eliminate the partnership disputes that have been hampering
operations of the various business entities and to then continue
business operations.  In a forced liquidation, and as a result of
it, it is anticipated that very little, if any, funds would remain
to pay claimants other than secured creditors and even they could
possibly receive less than the full amount of their claims.

A full-text copy of the Disclosure Statement, dated Sept. 12, is
available for free at http://ResearchArchives.com/t/s?7705

                     About VM ASC Partnership

Altoona, Pennsylvania-based VM ASC Partnership filed for Chapter
11 bankruptcy protection on November 12, 2010 (Bankr. W.D. Pa.
Case No. 10-71330).  Robert O. Lampl, Esq., who has an office in
Pittsburgh, Pennsylvania, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million.

Affiliates 200 East Plank Road, L.P. (Bankr. W.D. Pa. 10-70679),
et al., filed separate Chapter 11 petitions.


WASHINGTON MUTUAL: Creditors Panel Hires Frank Partnoy as Advisor
-----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Washington Mutual's official committee of equity security holders'
motion to retain Frank Partnoy as securities litigation
consultant.  The official committee of unsecured creditors had
previously filed an objection to the motion on multiple grounds.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI.  However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

Judge Walrath scheduled a status hearing for Oct. 7, 2011, at
11:30 a.m. to consider the issues to be referred to a mediator.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee.  The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


* Despite Negative Headlines, No Sign of a Corporate Default Wave
-----------------------------------------------------------------
As economic concerns and financial market turbulence capture
headlines, Moody's B3 Negative and Lower Corporate Ratings List
and other proprietary indicators show no sign of a spike in US
speculative-grade defaults over the next year, despite some
deterioration in August, says a new report by Moody's Investors
Service.

"Speculative-grade corporate credit quality has remained stable,"
says David Keisman, a Moody's Senior Vice President. "Companies
got a reprieve from accommodating credit markets, which allowed
them to refinance debt and extend maturities to 2014 and beyond.
Along with cost cutting during the downturn, this has left US non
financial companies in good position to weather economic and
financial market turbulence."

Moody's forecast for the US speculative-grade default rate remains
low at 2.2% a year from now, compared with 2.1% in August and the
credit crisis peak of 14.5% in November 2009. For the companies on
the B3 Negative and Lower list, the one-year default rate forecast
is 12%, a fraction of the 45% forecast during the credit crisis
for this group of low-rated companies. That forecast was extremely
accurate, with 132, or 47%, of the companies on the original B3
Negative and Lower list ultimately defaulting.

As of Sept. 1, there were 170 companies on the B3 Negative and
Lower list, down from 195 a year ago and 283 in March 2009.
Companies have been leaving the list in recent quarters mostly
through rating upgrades rather than defaults or rating
withdrawals. The list includes all US non-financial companies with
Probability of Default Ratings (PDR) of Caa1 or lower, as well as
those with a B3 PDR and a negative outlook.

The list and other Moody's proprietary indicators of corporate
credit quality showed some deterioration in August -- a month in
which debt issuance slowed sharply and high-yield spreads widened
-- but only a handful of companies were involved. Eleven companies
were added to the B3 Negative and Lower list in August, and there
were eight downgrades of Moody's Speculative-Grade Liquidity (SGL)
ratings for the month against just two upgrades. Nevertheless,
Moody's Liquidity-Stress Index, which falls as corporate liquidity
improves, sits near a record low at 4.1%.

"The uncertainty in global markets may be taking a toll on the
weakest corporate credits but Moody has not seen enough broad
based movement to call an inflection point in credit quality,"
Keisman said. "Nevertheless, the decline in high-yield issuance
and widening spreads suggest more difficult market conditions for
riskier borrowers. It's a reminder that capital markets can shift
and liquidity can be withdrawn quickly."


* Moody's Reviews Speculative-Grade Local Governments
-----------------------------------------------------
Local governments with speculative-grade ratings struggle with
declining state and federal aid, a stagnant economic recovery, and
ongoing malaise in the housing market, says Moody's Investors
Service in a new report.

"The two most common characteristics in this portfolio are
illiquidity and poor governance or budget management," said
Moody's Associate Analyst Dan Seymour, author of the report, which
follows the rating agency's review of its portfolio of 25 credits
in this small-but-important sector of the municipal bond market.
Speculative-grade local government issuers are rated Ba1 and
below.

"Seldom does an issuer fall precipitously from a high-investment
grade rating into speculative territory," said Seymour. "Most
issuers in this portfolio have been in the Baa category for years
before being downgraded out of investment grade."

It generally takes a combination of factors to drag a municipal
government out of investment grade, says the Moody's report. Few
are weak in only one of the key drivers of local government
ratings: economy, management, debt, and finances.

"Management misstep, poor budgeting, outsized enterprise risk, and
overreliance on short-term liquidity stopgaps are recurring themes
for speculative-grade issuers," said Seymour. "Still, there is no
typical path into speculative territory for local governments, and
speculative-grade credits generally tell idiosyncratic stories
that are not emblematic of the overall market."

However, he said, issuers in this group have trouble balancing
budgets for a number of reasons, including a weak tax base, a
sharp decline in a crucial revenue source, significant cost
overruns for a large enterprise, or an unwillingness or inability
to cut expenditures or raise revenues.

"This leads to deep operating deficits and issuance of cash-flow
notes to meet expenditures," said Seymour. "Deficits persist and
the volume of cash-flow borrowing increases until issuers find
themselves with large negative general fund balances, thin or
negative net cash positions, deeply imbalanced budgets, and
dubious market access."


* S&P Global Corporate Default Weekly Tally Still at 29 Issuers
---------------------------------------------------------------
Global corporate defaults total 29 so far in 2011, and no
corporate issuers defaulted this week, said an article published
Thursday by Standard & Poor's Global Fixed Income Research, titled
"Global Corporate Default Update (Sept. 15 - 21, 2011)."

Regionally, 20 of the defaulters were based in the U.S., three
were based in New Zealand, two were based in Canada, and one each
was based in the Czech Republic, France, Israel, and Russia.  Of
the total defaulters by this time in 2010, 46 were U.S.-based
issuers, eight were from other developed regions (Australia,
Canada, Japan, and New Zealand), seven were from the emerging
markets, and two were European issuers.

Twelve of this year's defaults were due to missed interest or
principal payments and six were due to distressed exchanges --
both among the top reasons for default in 2010.  Bankruptcy
filings followed with five defaults, and regulatory actions
accounted for three.  Of the remaining defaults, one issuer had
its banking license revoked by its country's central bank, another
was appointed a receiver, and the third was confidential.  Of the
defaults in 2010, 28 defaults resulted from missed interest or
principal payments, 25 resulted from Chapter 11 and foreign
bankruptcy filings, 23 from distressed exchanges, three from
receiverships, one from regulatory directives, and one from
administration.

Following a year of record-setting highs in terms of global
corporate default statistics, 2010 provided the markets with a
noticeable reversal.  In 2010, 81 global corporate issuers
defaulted, down from the record high of 265 in 2009.

None of the 81 defaulters began the year rated investment grade.
The debt amount affected by these defaults fell to $95.7 billion,
also considerably lower than in 2009.

Standard & Poor's expects the U.S. corporate trailing 12-month
speculative-grade default rate to decline to 1.6% by June 2012. A
total of 25 issuers would need to default from July 2011 to June
2012 to reach this forecast.  By comparison, the default rate in
June 2011 is 2.25%.  In the 12 months ended June 2011, 32
speculative-grade issuers defaulted.  Less than one-third of those
defaults occurred in the first half of 2011.  Improved lending
conditions and greater availability of capital, even for low-rated
issuers, continue to temper our default expectations in the short
term.  In addition, stronger credit quality, as reflected by fewer
downgrades and lower negative bias, should help companies mitigate
the effects of lackluster economic growth and uncertainty about
domestic and international sovereign funding.

In addition to its baseline projection, S&P forecasts the default
rate in its optimistic and pessimistic scenarios.  In its
optimistic default rate forecast scenario, the economy and the
financial markets improve more than expected, and, as a result,
S&P would expect the default rate to be 1.2% (18 defaults in the
next 12 months).  On the other hand, if the economic recovery
stalls and the financial markets deteriorate -- which is S&P's
pessimistic scenario-- S&P expects the default rate to be 4% (62
defaults) by June 2012.  S&P bases S&P forecasts on quantitative
and qualitative factors that it considers, including, but not
limited to, Standard & Poor's proprietary default model for the
U.S. corporate speculative-grade bond market.  S&P updates its
outlook for the U.S. issuer-based corporate speculative-grade
default rate each quarter after analyzing the latest economic data
and expectations.


* Banks in Virginia, California Bring Year's Failures 73
--------------------------------------------------------
U.S. state banking regulators closed banks in Virginia and
California, pushing this year's tally of failures to 73.

Officials closed Norfolk, Virginia-based Bank of the Commonwealth
and Nevada City, California's Citizens Bank of Northern
California, the Federal Deposit Insurance Corp. said Friday on its
website.  The closings took $305.5 million from the deposit
insurance fund.

According to Bloomberg News, banks are closing under stress from
commercial real estate loans, tied to property values that fell
about 49 percent from the October 2007 peak through April,
according to Moody's Investors Service.  Regulators have shuttered
more than 390 lenders since the start of 2008, FDIC data show.

Southern Bank & Trust Co. of Mount Olive, North Carolina, assumed
the Virginia lender's almost $902 million in deposits and about
$924 million in assets.  Chico, California-based Tri Counties Bank
assumed $290 million in assets and about $253 million from
Citizens Bank.

                      2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party    FDIC Cost
                    Assets of    Bank That Assumed    to Insurance
                    Closed Bank  Deposits & Bought    Fund
  Closed Bank       (millions)   Certain Assets       (millions)
  -----------       -----------  -----------------    ------------
Citizens Bank of N. Ca.  $288.8  Tri Counties Bank          $37.2
Bank of the Commonwealth $985.1  Southern Bank and Trust   $268.3

First Nat'l Bank, Fla.   $296.8  CharterBank                $46.9
CreekSide Bank           $102.3  Georgia Commerce Bank      $27.3
Patriot Bank of Georgia  $150.8  Georgia Commerce Bank      $44.4
First Choice Bank Geneva $141.0  Inland Bank & Trust        $31.0
First Southern Nat'l     $164.6  Heritage Bank of the South $39.6
Lydian Private Bank    $1,700.0  Sabadell United Bank      $293.2
Public Savings Bank       $46.8  Capital Bank, N.A.         $11.0
1st Nat'l Bank of Olathe $538.1  Enterprise Bank & Trust   $116.6
Bank of Whitman          $548.6  Columbia State Bank       $134.8
Bank of Shorewood        $110.7  Heartland Bank and Trust   $25.6
Integra Bank           $2,200.0  Old National Bank         $170.7
BankMeridian, N.A.       $239.8  SCBT N.A.                  $65.4
Virginia Business         $95.8  Xenith Bank                $17.3
Bank of Choice         $1,070.0  Bank Midwest, N.A.        $213.6
LandMark Bank of Fla.    $275.0  American Momentum          $34.4
Southshore Community      $46.3  American Momentum           $8.3
Summit Bank               $72.0  The Foothills Bank         $11.3
First Peoples Bank       $228.3  Premier American Bank       $7.4
One Georgia Bank         $186.3  Ameris Bank                $44.4
High Trust Bank          $192.5  Ameris Bank                $66.0
Colorado Capital         $717.5  First-Citizens Bank       $283.8
First Chicago Bank       $959.3  Northbrook Bank           $284.3
Signature Bank            $66.7  Points West Community      $22.3
Mountain Heritage        $103.7  First American Bank        $41.1
First Commercial Bank     $98.6  Stonegate Bank             $28.5
McIntosh State Bank      $339.9  Hamilton State Bank        $80.0
Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4
First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html

                    865 Banks in Problem List

The Federal Deposit Insurance Corp.'s list of "problem" banks fell
in the second quarter 2011 for the first time since 2006 as the
industry's income improved and costs tied to bad loans eased.  The
confidential list of banks deemed at greater risk of collapse
shrank by 23 firms to 865, the FDIC said Aug. 23 in its Quarterly
Banking Profile.  The last time that happened was the third
quarter of 2006 before the credit crisis began, the agency said.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, was positive for
the first time in two years, the agency said.  The fund rose to
$3.9 billion, because of fewer expected bank failures and
assessment revenue, the agency said.  The FDIC insures deposits at
more than 7,500 banks and thrifts.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.

* National Commercial to Conduct Bank-Owned Real Estate Auctions
----------------------------------------------------------------
National Commercial Auctioneers disclosed a multi-day absolute
auction event to liquidate bank-owned properties in six states,
October 17 thru 25, 2011, according to Stephen Karbelk, CAI, AARE,
CEO & Founder.

"This is a tremendous opportunity to purchase commercial
properties at auction prices," said Karbelk.  "All of these
properties will sell absolute to the highest bidder."

This six-day auction event will kick off on October 17, at 10am,
with two like-new office condo units in Bozeman, Montana.,
finished as a single space.  This is a corner unit with lots of
windows for natural lighting and conveniently located.

October 18 will see a 2,000 sq. ft. free-standing, brick-faced
commercial building with a 1,440 sq. ft. garage hit the auction
block at 9023 South 27th Street in Franklin, Wisconsin.  This
commercial building, formerly operating as an HVAC business, is in
an ideal corner lot location with 150 ft of frontage and easy
access to interstates.  A 6,222 sq. ft. restaurant at a desirable
I-80 exit location in Walnut, Iowa, will go up for bids on October
19, at 10am.

Moving on to Grand Junction, Colorado on October 20th, the auction
block will sell a 4,300 sq. ft. commercial building and a two
bedroom, one bath home on a 1.58 acre lot, followed by a 2,427 sq.
ft. retail building in North Las Vegas, Nev., on October 21.  The
Las Vegas property sits on a 6,534 sq. ft. lot and has excellent
road frontage.

The final auction day, October 25, will feature a 14,300 sq. ft.
retail center in Paducah, Kentucky. This two-story former lumber
center sits on a 24,000 sq. ft. lot.

"We have office condo units, retail buildings and a restaurant up
for bids," noted Karbelk.

Broker participation is offered and encouraged.

National Commercial Auctioneers is a nationwide auction company
that specializes in commercial sales for banks, special servicers,
receivers, Trustee's and bankruptcy courts.


* Struggling Homeowner Groups Seek Help in Bankruptcy Court
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that financially drained
homeowners associations are awakening to using bankruptcy courts
to force big mortgage lenders to pay property-upkeep costs.


* Sidley Austin Adds Six Lawyers to Executive Committee
-------------------------------------------------------
Sidley Austin LLP has added six new members to its Executive
Committee, the Committee that exercises general authority over the
affairs of the firm, and three new members to its Management
Committee, the Committee that governs the firm's day-to-day
activities.

The new appointments for the Executive Committee, which brings the
current count to 49 members, are:

Brian J. Fahrney (Chicago) -- A partner since 2000, Mr. Fahrney
focuses his practice on mergers and acquisitions and corporate
finance.  He has represented both acquirors and sellers in a wide
variety of public and private merger and acquisition transactions,
including cross-border transactions.  He also regularly represents
underwriters and issuers in a variety of public and private
securities offerings, including initial public offerings.  Mr.
Fahrney is also a member of the firm's Accounting and Finance
Committee.

Craig A. Griffith (Chicago) -- A partner since 1998, Mr. Griffith
represents commercial and investment banks, insurance companies
and other financial institutions in domestic and international
securitization and structured finance transactions.  These
transactions have included a particular focus on the formation,
administration and financing programs involving the use of asset
backed commercial paper and medium-term note conduits in the
United States and Europe.  Mr. Griffith is also Co-Chair of the
firm's Committee on the Assignment and Compensation of Associates.

Jennifer C. Hagle (Los Angeles) -- A partner since 1995, Ms. Hagle
is Co-Head of the Los Angeles Corporate Transactions Group. She
focuses her practice primarily in the areas of bankruptcy,
corporate reorganization and corporate finance where she has
represented debtors, creditors (secured and unsecured), creditor
and bondholder committees, syndicated bank groups, hedge funds and
equity investors with respect to both loan origination and
restructurings in bankruptcy and out-of-court.  Recently, Ms.
Hagle's practice has focused on representing bank agents, lender
syndicates and hedge funds with respect to senior and subordinated
secured and unsecured debt involving both public and private
companies.  Ms. Hagle is a National Co-Chair of the Committee for
the Recruiting of Associates and a member of the firmwide
Committee on Marketing and Practice Development.

Matthew Sheridan (Singapore and Hong Kong) -- Mr. Sheridan, who
joined the firm as a partner in 2000, is Co-Head of the firm's
International Corporate Finance practice in Asia and works from
both the firm's Singapore and Hong Kong offices.  Mr. Sheridan,
who has lived and worked in Asia since 1994, represents
underwriters and issuers, including corporate enterprises,
financial institutions, governments and governmental entities in
connection with corporate financings through global offerings of
debt and equity securities, as well as mergers and acquisitions
and corporate restructurings.  Mr. Sheridan is also China Chair of
the Practice Development Committee and a member of the
Professional Risk Management Committee.

Susan A. Stone (Chicago and New York) -- Ms. Stone is Co-Head of
the firm's Insurance and Financial Services Group, a global
coordinator of the Insurance/Reinsurance Disputes practice area
team and a partner since 1995.  A former federal prosecutor, Ms.
Stone has extensive trial experience in federal and state courts.
While maintaining a general commercial litigation practice, Ms.
Stone focuses her practice on insurance and reinsurance disputes,
both in litigation and arbitration.  Ms. Stone is Co-Chair of
Sidley's Marketing and Practice Development Committee and a member
of the Recruiting of Associates and Professional Risk Management
Committees.

Effie Vasilopoulos (Hong Kong) -- Ms. Vasilopoulos, who joined the
firm as a partner in 2003, is head of the firm's Investment Funds
practice in Asia.  She focuses on investment fund transactions,
particularly the development of innovative investment fund
structures and financial products, including hedge funds, real
estate funds, private equity arrangements, exchange traded funds
including real estate investment trusts and other publicly offered
funds.  Ms. Vasilopoulos is Vice Chair of the Legal Opinions and
Audit Letters Committee and a member of the Committee on Retention
and Promotion of Women, as well as the firmwide Marketing and
Practice Development and Professional Responsibility Committees.

The new appointments for the Management Committee, which brings
the current count to 11 members, are:

Larry A. Barden (Chicago) -- A partner since 1989, a member of the
Executive Committee since 1999 and a global coordinator of the
firm's Securities practice, Mr. Barden's principal areas of
practice are mergers and acquisitions, securities/corporate
finance, strategic counseling/corporate governance and private
equity/venture capital.  Mr. Barden is also Co-Chair of the firm's
Accounting and Finance Committee.

Mark D. Hopson (Washington, D.C.) -- Mr. Hopson, a partner since
1992 and a member of the Executive Committee since 2005, is the
Washington, D.C. Chair and National Co-Chair of the firm's
Government and Internal Investigation practice.  His practice has
involved a wide range of white collar criminal and complex civil
litigation matters, including the defense of clients in jury
trials.  Mr. Hopson also regularly represents clients in
connection with congressional investigations as well as regulatory
audits, internal investigations and other enforcement matters.

Larry J. Nyhan (Chicago) -- Mr. Nyhan, a partner since 1988 and a
member of the Executive Committee since 1999, is Co-Chair of the
firm's Corporate Reorganization and Bankruptcy group.  He has
extensive experience acting as lead debtor's counsel or lead
counsel to debt syndicates in the restructuring of large and mid
size companies.

"This is an extremely talented group of lawyers who have made
major contributions to the growth and success of the firm and will
continue to do so in these important governance positions," said
Thomas A. Cole, Chair of the Executive Committee.

Charles W. Douglas, Chair of the Management Committee, said, "All
of these partners have strong leadership abilities and will now
play enhanced roles in guiding our firm."

Sidley Austin LLP is one of the world's premier full-service law
firms, with more than 1600 lawyers practicing in 17 U.S. and
international cities, including Beijing, Brussels, Frankfurt,
Geneva, Hong Kong, London, Shanghai, Singapore, Sydney and Tokyo.
Sidley is recognized for service and responsiveness.  Sidley
received the most first-tier national rankings of any U.S. law
firm in the inaugural U.S.News -- Best Lawyers "Best Law Firms"
rankings for 2010.  BTI, a Boston-based research and consulting
firm, has named Sidley as one of only three firms to have been in
the top ten of the BTI Client Service rankings every year since
the inception of those rankings in 2001, and as number one in
three of those years.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                          Total
                                         Share-      Total
                               Total   Holders'    Working
                              Assets     Equity    Capital
  Company         Ticker       ($MM)      ($MM)      ($MM)
  -------         ------      ------   --------    -------
ANOORAQ RESOURCE  ARQ SJ     1,016.8     (119.1)      20.8
AUTOZONE INC      AZO US     5,869.6   (1,254.2)    (638.5)
LORILLARD INC     LO US      2,498.0     (831.0)     904.0
MEAD JOHNSON      MJN US     2,526.1     (184.5)     652.4
CLOROX CO         CLX US     4,163.0      (86.0)     (86.0)
DUN & BRADSTREET  DNB US     1,767.1     (567.8)    (483.7)
WEIGHT WATCHERS   WTW US     1,104.5     (542.4)    (274.4)
TAUBMAN CENTERS   TCO US     2,495.4     (426.8)       -
DIRECTV-A         DTV US    19,177.0   (1,399.0)   1,270.0
SUN COMMUNITIES   SUI US     1,322.8      (65.4)       -
AMC NETWORKS-A    AMCX US    2,110.5   (1,099.4)     514.7
VERISK ANALYTI-A  VRSK US    1,408.1     (144.4)    (216.1)
MOODY'S CORP      MCO US     2,744.6      (16.6)     691.1
CHOICE HOTELS     CHH US       441.3      (27.9)       6.5
VERISIGN INC      VRSN US    1,795.6       (4.2)     873.4
DOMINO'S PIZZA    DPZ US       487.0   (1,171.4)     167.9
DISH NETWORK-A    DISH US   12,827.7      (92.6)   2,164.2
GRAHAM PACKAGING  GRM US     2,947.5     (520.8)     298.5
IPCS INC          IPCS US      559.2      (33.0)      72.1
THERAVANCE        THRX US      303.1      (37.5)     253.4
FRANCESCAS HOLDI  FRAN US       69.7       (0.1)      22.8
DISH NETWORK-A    EOT GR    12,827.7      (92.6)   2,164.2
HCA HOLDINGS INC  HCA US    23,877.0   (7,534.0)   2,613.0
CABLEVISION SY-A  CVC US     6,975.1   (5,439.8)    (703.4)
RURAL/METRO CORP  RURL US      303.7      (92.1)      72.4
AMERISTAR CASINO  ASCA US    2,067.1     (121.9)     (40.8)
VECTOR GROUP LTD  VGR US       941.2      (50.1)     257.6
SALLY BEAUTY HOL  SBH US     1,725.5     (260.7)     429.3
MAINSTREET EQUIT  MEQ CN       475.2      (10.5)       -
UNISYS CORP       UIS US     2,642.9     (661.8)     374.7
OTELCO INC-IDS    OTT-U CN     317.0       (8.6)      21.8
PROTECTION ONE    PONE US      562.9      (61.8)      (7.6)
RENAISSANCE LEA   RLRN US       57.0      (28.2)     (31.4)
OTELCO INC-IDS    OTT US       317.0       (8.6)      21.8
NATIONAL CINEMED  NCMI US      817.6     (329.8)      62.2
INCYTE CORP       INCY US      416.7     (136.3)     281.3
SKULLCANDY INC    SKUL US      108.5      (12.5)      33.2
CHENIERE ENERGY   CQP US     1,726.6     (559.0)      22.7
CHEFS WAREHOUSE   CHEF US       95.8      (45.1)       6.9
REGAL ENTERTAI-A  RGC US     2,367.9     (538.3)     (72.9)
BOSTON PIZZA R-U  BPF-U CN     146.1     (101.0)       1.3
REVLON INC-A      REV US     1,100.0     (677.5)     144.6
CARBONITE INC     CARB US       42.4      (15.7)     (25.4)
FREESCALE SEMICO  FSL US     4,583.0   (4,401.0)   1,329.0
WORLD COLOR PRES  WC CN      2,641.5   (1,735.9)     479.2
WORLD COLOR PRES  WCPSF US   2,641.5   (1,735.9)     479.2
WORLD COLOR PRES  WC/U CN    2,641.5   (1,735.9)     479.2
JUST ENERGY GROU  JE CN      1,471.5     (208.2)    (299.7)
QUALITY DISTRIBU  QLTY US      279.4     (113.4)      47.2
CENTENNIAL COMM   CYCL US    1,480.9     (925.9)     (52.1)
WARNER MUSIC GRO  WMG US     3,583.0     (289.0)    (630.0)
RSC HOLDINGS INC  RRR US     2,949.6      (59.2)    (205.0)
SINCLAIR BROAD-A  SBGI US    1,497.3     (135.3)      69.0
ECOSYNTHETIX INC  ECO CN        45.2     (346.7)      32.2
AMER AXLE & MFG   AXL US     2,195.4     (357.9)      50.1
TOWN SPORTS INTE  CLUB US      450.6       (4.3)     (35.4)
ALASKA COMM SYS   ALSK US      615.6      (37.7)      20.4
PRIMEDIA INC      PRM US       208.0      (91.7)       3.6
BLUEKNIGHT ENERG  BKEP US      327.4      (45.5)     (90.0)
QWEST COMMUNICAT  Q US      16,849.0   (1,560.0)  (2,828.0)
MERITOR INC       MTOR US    2,838.0     (963.0)     226.0
NEXSTAR BROADC-A  NXST US      558.0     (183.4)      35.4
NPS PHARM INC     NPSP US      253.3      (27.3)     201.5
CC MEDIA-A        CCMO US   16,882.1   (7,270.0)   1,501.0
PLAYBOY ENTERP-B  PLA US       165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A  PLA/A US     165.8      (54.4)     (16.9)
EXELIXIS INC      EXEL US      454.2      (81.8)      90.2
MORGANS HOTEL GR  MHGC US      604.4      (51.3)     112.0
PDL BIOPHARMA IN  PDLI US      284.3     (293.5)      (4.6)
LIZ CLAIBORNE     LIZ US     1,247.3     (211.1)     (52.7)
PALM INC          PALM US    1,007.2       (6.2)     141.7
SINCLAIR BROAD-A  SBTA GR    1,497.3     (135.3)      69.0
CHENIERE ENERGY   LNG US     2,619.8     (430.3)    (103.2)
VIRGIN MOBILE-A   VM US        307.4     (244.2)    (138.3)
ACCO BRANDS CORP  ABD US     1,135.8      (28.3)     339.3
RAPTOR PHARMACEU  RPTP US       20.5      (14.6)     (21.4)
GLG PARTNERS INC  GLG US       400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US     400.0     (285.6)     156.9
SMART TECHNOL-A   SMA CN       574.8      (17.3)     194.3
HUGHES TELEMATIC  HUTC US      100.6      (94.9)     (28.3)
SMART TECHNOL-A   SMT US       574.8      (17.3)     194.3
GENCORP INC       GY US        987.3     (161.1)      94.3
ABSOLUTE SOFTWRE  ABT CN       116.7      (13.2)      (2.9)
MANNKIND CORP     MNKD US      228.4     (245.4)       5.3
ISTA PHARMACEUTI  ISTA US      135.7      (66.5)      10.4
DENNY'S CORP      DENN US      286.7      (99.5)     (39.9)
AMR CORP          AMR US    25,787.0   (4,509.0)  (1,769.0)
CANADIAN SATEL-A  XSR CN       174.4      (29.8)     (55.9)
CINCINNATI BELL   CBB US     2,658.5     (633.6)      30.5
CENVEO INC        CVO US     1,410.8     (330.1)     223.4



                           *********

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
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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-
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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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