TCR_Public/110928.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 28, 2011, Vol. 15, No. 269

                            Headlines

78 FIRST: Case Summary & 13 Largest Unsecured Creditors
785 PARTNERS: Court OKs Proskauer Rose as Counsel
ADAM'S ROADHOUSE: Creditors Discover Theft Inside Restaurant
AFFINIA GROUP: S&P Assigns 'B' Corporate Credit Rating
ALEXANDER GALLO: Hires Carl Marks' Pfefferle as CRO

ALEXANDER GALLO: U.S. Trustee Appoints 3-Member Creditors' Panel
ALEXANDER GALLO: Unsecured Creditors Attack Sale, Loan
ALROSE KING: Seeks Farrell Fritz as Bankruptcy Counsel
ALT HOTEL: Plan Proposal Exclusivity Extended to Dec. 2
ALTER COMMS: Plans Rejected; Judge Gives 30 Days for Revisions

AMBAC FINANCIAL: Amends Plan After Reaching Deal With Regulators
AMERICAN EQUITY: S&P Affirms 'BB+' Rating; Outlook Now Stable
ANDRONICO'S COMMUNITY: Renovo Buying 2 Grocery Chains for $17.2MM
APEX AVIATION: Case Summary & 19 Largest Unsecured Creditors
APPLEJACK ART: Amended Liquidation Plan Calls for HQ Sale

ASAY HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
ASSOCIATED ESTATES: S&P Raises Corporate Credit Rating to 'BB+'
BANKUNITED FINANCIAL: Settlement Deal With FDIC Consummated
BANNING LEWIS: Asset Ventures Tosses Out Protest Over Sale
BARNES BAY: Another Creditor Wants Chapter 11 Case Tossed

BH MALL: Fails to Sell East Hills Mall at Auction
BRANDYWINE OPERATING: Fitch Affirms 'BB+' Issuer Default Rating
BRISTOW GROUP: S&P Keeps 'BB' Corporate Credit Rating
BRUNO'S SUPERMARKETS: Preference Suit Timely Despite Unpaid Fees
CATHOLIC CHURCH: Wilmington Proposes Exit Financing

CATHOLIC CHURCH: Insurance Settlements Declared Non-Appealable
CATHOLIC CHURCH: Court Sets $1-Mil. Bond for Settlement Trustee
CENTURION PROPERTIES: Wants GECC Cash Collateral Until Dec. 31
CHARLESTON ASSOCIATES: Fry's Acquires Great Indoors Site
CHC HELICOPTER: Moody's Lowers CFR to B2; Outlook Negative

CHINA GREEN: Posts $43,100 Net Loss in Second Quarter
CIMA LLC: Files Schedules of Assets and Liabilities
CONGRESSIONAL HOTEL: Proposes to Sell Assets for $18 Million
CONTINENTAL COMMON: Add'l Adequate Protection for PNC Approved
CRYSTAL CATHEDRAL: Has Until Oct. 31 to Raise $50 Million

DEL MONTE: Fitch Affirms 'B' Long-Term Issuer Default Rating
DESMARAIS ENERGY: Files for Bankruptcy under BIA as Cash Seized
DOLPHIN SUBSIDIARY: Fitch Assigns 'BB+ Rating on Senior Notes
DREIER LLP: Judge OKs Trustee's $52M Deal With Hedge Fund
DUNHAM'S BAY: Case Summary & 20 Largest Unsecured Creditors

EDUCATE INC: Moody's Affirms 'B3' Corporate Family Rating
ENERGY AND POWER: Seeks Chapter 11 Protection
EVERGREEN SOLAR: Taps Hilco Industrial as Exclusive Sales Agent
FAIRMOUNT MINERALS: S&P Puts 'BB-' CCR on Watch Positive
FIRST CAROLINA: Stockholders Approve Liquidation Plan

GALP WATERS: Does Not Consent to Debtors' Use of Cash Collateral
GATEWAY METRO: Wants to Hire Skeehan & Company as Accountant
GATEWAY METRO: Wants to Hire FTI Consulting as Financial Advisors
GATEWAY METRO: Taps Colliers International as Leasing Broker
GRAND LAKE: Case Summary & 20 Largest Unsecured Creditors

GULF OFFSHORE: Moody's Withdraws 'Caa2' Corporate Family Rating
H&S JOURNAL: Court Approves Stipulation for Use of Cash Collateral
HOTEL AIRPORT: Court Approves Francisco Molina as Accountant
HOTEL AIRPORT: Court Approves Edgard Munoz as Bankruptcy Counsel
HOTEL AIRPORT: Lizarribar-Masini Okayed as P.R. Ports Counsel

IMUA BLUEHENS: Access to Cash Collateral Expires Sept. 30
INNER CITY MEDIA: Wants to Employ GCG as Administrative Agent
INNER CITY MEDIA: Taps Rothschild as Financial Advisor
INNER CITY MEDIA: Taps Akin Gump as Bankruptcy Counsel
INNER CITY MEDIA: Employs Garden City Group as Claims Agent

J.C. EVANS: Can Obtain $2.5MM of Financing from Safeco
J.C. EVANS: Hires Cox Smith as Bankruptcy Counsel
JAMES DONNAN: Widow Challenges Proposal to Pay $5Mln. to Creditors
JEFFERSON, AL: Lawmakers at Odds on Plan to Avoid Bankruptcy
JEFFREY HOULIK: Santander Consumer USA Slapped With $25T Sanction

KLOSTERMAN DEVELOPMENT: Case Summary & Creditors List
LACK'S STORES: Hearing for Cash Collateral Access Set for Today
LAZY FIVE: Case Summary & Largest Unsecured Creditor
LEHMAN BROTHERS: Inks Plan Voting Deals With HK Units, Others
LEHMAN BROTHERS: Drops Appeal of Ruling in Suit Over 2008 Sale

LEHMAN BROTHERS: Wins Court Nod of $692MM MetLife Settlement
LEHMAN BROTHERS: U.S. Bank, et al., Appeal on ADR Order Denied
LEHMAN BROTHERS: Citi Says Swap Deal Allows $260MM Set-Off
LION COPOLYMER: S&P Withdraws Prelim. 'B+' Corp. Credit Rating
LOS ANGELES DODGERS: MLB Urges Delaware Judges to Sell Team

LOS ANGELES DODGERS: MLB Wants to Eject Bankruptcy Counsel
M WAIKIKI: Has Interim Nod to Borrow $1,000,000 from the Trust
MACCO PROPERTIES: Grubb & Ellis OK'd as Listing Broker/Realtor
MACCO PROPERTIES: Creditors Have Until Nov. 30 to File Claims
MARITIME COMMUNICATIONS: Wants to Borrow $150,000 from DIP Lender

MARITIME COMMUNICATIONS: Files Schedules of Assets and Debts
MARQUETTE TRANSPORTATION: S&P Affirms 'B' Corp. Credit Rating
MCG CAPITAL: Fitch Cuts Long-Term Issuer Default Rating to 'BB'
MEDICAL SUITES: Voluntary Chapter 11 Case Summary
MOUNTAIN CITY: Case Summary & 20 Largest Unsecured Creditors

MRA PELICAN: Files Schedules of Assets and Liabilities
MT. VERNON: Can Access Carrollton Bank's Cash Until Nov. 30
NAKNEK ELECTRIC: Plans to Sell Drilling Rig to Pay Creditors
NATIONAL CENTURY: Court Denies Insurance for Execs. Atty. Fees
NATIONAL CENTURY: MetLife Says Ashland Ruling Has No Impact

NATIONAL CENTURY: Court Denies Insurance for Execs. Atty. Fees
NATIONAL TAX: Recession Cues Chapter 11 Bankruptcy
NATIONAL SLAVERY: Files for Chapter 11 Bankruptcy Protection
NEW ENGLAND NATIONAL: In Camera Hearing in Town of East Lyme Suit
NEW ERA HOSPITALITY: Seeks Dismissal of Chapter 11 Case

NEW ERA HOSPITALITY: Court Approves Milledge as General Counsel
NEWPAGE CORP: Section 341(a) Meeting Scheduled for Oct. 14
O&G LEASING: Wants Indenture Trustee Plan Denied for Lack of Info
OTTILIO PROPERTIES: Valley Nat'l. Wants Case Dismissed, Converted
OUTSOURCE HOLDINGS: Files Plan; All Claims Impaired Under Plan

P&K EQUITY: Judge Kaplan Axes Lease at Gateway Centre
PAT & OSCAR'S: Files for Chapter 7 Bankruptcy Protection
PETROLEUM & FRANCHISE: Can Use Lender Parties' Cash Until Oct. 14
PICHI'S INC: Files Schedules of Assets and Liabilities
PITT PENN: Thomas Alexander Seeks Withdrawal as Special Counsel

POINT BLANK: Court OKs Forbearance Deal for Replacement DIP Credit
PREMIER TRAILER: To Employ Lazard as Investment Banker
R & D: Case Summary & 6 Largest Unsecured Creditors
R&G FINANCIAL: Court Approves Disclosure Statement
RENDA MARINE: U.S. Can Get $11 Million from Owner, Judge Rules

REOSTAR ENERGY: Plan Solicitation Period Extended Until Nov. 30
REOSTAR ENERGY: Wants to Hire Updike Kelly as Attorney
RESSLER HARDWOODS: Dist. Ct. Affirms Dismissal of Bankr. Counsel
SCOTTSDALE CANAL: Voluntary Chapter 11 Case Summary
SEA HORSE REALTY: Files for Chapter 11 Bankruptcy Protection

SEDONA DEVELOPMENT: Seeks Rejection of Creditor Plan Disclosures
SHENGDATECH INC: Hires Skadden as Special Counsel
SILVESTRI INVESTMENTS: Voluntary Chapter 11 Case Summary
SOLUTIA INC: Moody's Affirms 'Ba3' Corporate Family Rating
SOLYNDRA LLC: Defaulted on $535MM Government Loan Pre-Bankruptcy

SOLYNDRA LLC: Has Green Light to Pursue Asset Sale in October
SOLYNDRA LLC: Resolves Creditor Objections to Auction Plan
SOUTHWEST SEAFOOD: Chapter 11 Case Dismissed on Sept. 7
SPECTRAWATT INC: Court Approves King & Spalding as Bankr. Counsel
SPRING POINTE: Hires Ray Quinney & Nebeker as Bankruptcy Counsel

ST. JOSEPH HEALTH: Moody's Reviews 'B2' Rating for Downgrade
SUMMER VIEW: Wants to Employ Cirrus Asset as Asset Manager
SUMMIT BRANTLEY: To Liquidate Assets Under Chapter 7
TAYLOR BEAN: Trustee Sues Deloitte for $7.6BB Over Fraud
TEXAS STAR: Files for Chapter 11 Bankruptcy Protection

THAMES PRINTING: Enters Chapter 7 After Failing to Meet Deadline
TRADE UNION: Court OKs Winthrop Couchot as Committee Counsel
TRIBUNE CO: Committee Asks for Dismissal of Suits vs. D&Os
TRIBUNE CO: Hearing on Changes to Confirmation Transcript Oct. 4
TRIBUNE CO: No Objections to New Mgt. Incentive Plan

TRIKEENAN TILEWORKS: Swanzey Factory Will Close by End of October
UNITED CONTINENTAL: UAL Asks Bankr. Court to Stop Pilots' Suit
UNITED CONTINENTAL: United Pilots Want Review of 2006 Plan Order
UNITED CONTINENTAL: Files 3rd Qtr. Investor Update
UNITED CONTINENTAL: Expects 2012 Capacity to Remain Flat

WASHINGTON MUTUAL: Class Nears $209MM Deal Over MBS Allegations
WASHTRONICS OF AMERICA: Case Summary & Creditors List
WITSOP DEVELOPMENT: Two Parcels Auctioned Off Last Week
ZBB ENERGY: Significant Operating Losses Cue Going Concern Doubt

* North Dallas Development Site in Receivership Sale

* Upcoming Meetings, Conferences and Seminars

                            *********


78 FIRST: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 78 First Street, LLC
        6114 La Salle Avenue, #471
        Oakland, CA 94611

Bankruptcy Case No.: 11-70224

Chapter 11 Petition Date: September 23, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Iain A. Macdonald, Esq.
                  MACDONALD AND ASSOCIATES
                  221 Sansome Street, Third Floor
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  E-mail: iain@macdonaldlawsf.com

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

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

The petition was signed by Graham Seel, SVP of CMR Capital, LLC,
manager.

Debtor affiliates that simultaneously sought Chapter 11
protection:

        Debtor                        Case No.
        ------                        --------
78 First Street, LLC                  11-70224
88 First Street, LLC                  11-70228
518 Mission, LLC                      11-70229
First/Jessie, LLC                     11-70231
JP Capital, LLC                       11-70232
Peninsula Towers, LLC                 11-70233
Sixty-Two First Street, LLC           11-70234

Debtor's List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The CAC Group, Inc.                Lease Commission        $43,342
255 California Street, #200
San Francisco, CA 94111

Bank of America, NA                Bank Fees                $4,760
P.O. Box 15710
Wilmington, DE 19886

The Garza Company                  Tenant Improvements      $3,693
1842 Bandoni Avenue                and Repairs
San Lorenzo, CA 94580

Charles Dunn Real Estate Services  Fees                     $3,063

Pacific Gass and Electric Co.      Utilities                $1,818

Recology Golden Gate               Waste Removal            $1,269

ABCO Mechanical                    HVAC Maintenance           $763

Lewis & Taylor LLC                 Exterior Window            $600
                                   Cleaning

Armada Security                    Patrol Service             $498

Star Elevator                      Elevator Servicing         $382

Warman Security                    Intercom                   $125

AT&T                               Telephone Services         $122

CleanSource                        Janitorial Supplies         $85


785 PARTNERS: Court OKs Proskauer Rose as Counsel
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized 785 Partners LLC to employ Proskauer Rose LLP as
counsel nunc pro tunc to Aug. 10, 2011.

The Debtor said Proskauer will act as its counsel for insolvency
and related matters and render legal services relating to the day
to-day administration of the Chapter 11 case.

Proskauer's fees will be paid by the Debtor's affiliate, Time
Square Development Group, Inc.  As agreed by the parties, the firm
will receive a $200,000 advance fee payment in connection with the
representation.

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

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

                      About 785 Partners LLC

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

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

785 Partners LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 11-13702) on Aug. 3, 2011.  Andrew K. Glenn, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$106,000,000 in assets and $95,467,612 in liabilities, all
secured.


ADAM'S ROADHOUSE: Creditors Discover Theft Inside Restaurant
------------------------------------------------------------
The Chicago Sun-Times' Buffalo Grove Countryside reports that a
restaurant in Buffalo Grove, Illinois, that went into receivership
at the start of the summer found itself with even less collateral
to pay its debts when robbers stole electronics from the eatery.

According to the report, the police indicate that the creditors of
Adam's Roadhouse, 301 N. Milwaukee Ave., discovered Aug. 19 that
thieves had entered the building sometime after Aug. 10 and taken
six flatscreen televisions, a cappuccino maker, a computer, two
refrigerators and furniture.  Loss was estimated at $11,050.

Adam's has been in receivership since May 10, 2011.

"Payment of approximately $20,000 was due on Aug. 22," police
said, the report notes.

The police already has a suspect although a probe is still
ongoing.


AFFINIA GROUP: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Ann Arbor, Mich.-based Affinia Group Intermediate
Holdings Inc. (Affinia), the entity that files financial
statements with the SEC and is the parent of Affinia Group Inc.
(the borrower). The corporate credit rating was formerly assigned
to Affinia Group Inc. The outlook is stable.

"The ratings on Affinia reflect the company's highly leveraged
financial risk profile and participation in the competitive auto
aftermarket components industry," said Standard & Poor's credit
analyst Nancy Messer, "which contributes to what we consider a
weak business risk profile." These factors more than offset
Affinia's fair geographic diversity, solid market positions,
and profitability. Private-equity firm The Cypress Group LLC
controls the company.

Nearly all of Affinia's revenues (98%) come from the sale of
replacement products and services in the light-vehicle and
commercial-vehicle aftermarkets, so the company is not exposed to
the volatile production schedules of the major automakers. Also,
Affinia's main products are filters (38% of 2010 sales) and brake
components (32%), which are typically not discretionary purchases,
and sales are correlated to vehicle miles driven for the car parc.
Chassis products (8%) and Affinia's South American distribution
company (22%) provided the balance of 2010 sales.

Affinia's revenues and earnings were fairly stable through the
2008-2009 economic downturn, relative to those of automaker
suppliers and in line with our expectations for a supplier to the
aftermarket.

"Still," added Ms. Messer, "intense price competition is a key
industry risk. Products are vulnerable to substitution by low-cost
imports because, unlike some larger or critical new-vehicle
components, companies can readily ship aftermarket parts around
the world for distribution in other countries." Volatile raw
material costs are another risk, although aftermarket suppliers
have generally been able to pass on to customers most increases in
key commodities or purchased parts.

To address the threat of foreign competition and eliminate excess
manufacturing capacity, Affinia in recent years closed numerous
plants in North America and Europe while increasing production and
outsourcing to lower labor-cost countries such as China, India,
Mexico, and Ukraine. To address incremental raw material costs,
Affinia has the ability to raise prices in most of its business
segments.

"Our ratings also reflect our assumption that Affinia's recent
margin declines will not continue," said Ms. Messer, "although the
company's ability to maintain pricing amid high competition
remains a risk factor, in our view."


ALEXANDER GALLO: Hires Carl Marks' Pfefferle as CRO
---------------------------------------------------
Alexander Gallo Holdings LLC seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Marc L. Pfefferle as Chief Restructuring Officer along with such
personnel of Carl Marks Advisory Group LLC as are necessary to
assist the CRO in the performance of his duties.

CMAG will render services, including:

   a) reviewing and assessing Debtor's financial information,
      including without limitation its short and long-term
      projected flows;

   b) assisting in the identification of cost reduction and
      operation improvement opportunities;

   c) developing the restructuring plans or strategic alternatives
      for maximizing the enterprise value of the Debtor's
      business.

To the Debtor's knowledge, information and belief, neither CMAG
nor any profession employee or independent contractor of CMAG has
any connection with or any interest adverse to the Debtors, their
creditors, or any other party in interest, or their respective
attorneys and accountants.

The firm's rates are:

  Personnel                                  Rates
  ---------                                  -----
  Marc L. Pfefferle                          $750
  Woolard Harris                             $725
  Anthony Accordino                          $525

CMAG will also receive a $200,000 retainer from Gallo upon the
execution of the agreement applied against unpaid fees and
expenses, if any.

                      About Alexander Gallo Holdings

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another $148
million in junior unsecured subordinated notes owing to insider
Gallo Holdings LLC.

Bayside is providing $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims agent.


ALEXANDER GALLO: U.S. Trustee Appoints 3-Member Creditors' Panel
----------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Alexander Gallo Holdings LLC.

The Creditors Committee members are:

       1. Aptara, Inc.
          3110 Fairview Park Drive, Suite 900
          Falls Church, VA 22042
          Tel: (703) 891-4260
          ATTN: Gearoid E. Moore, Esq.

       2. Receivable Management Services
          307 International Circle, Suite 270
          Hunt Valley, MD 21030
          Tel: (410) 773-4040
          ATTN: Steven D. Sass, Esq.

       3. Harvest Equity Partners
           as Agent for Winston Noteholders, LLC
          10 South Liberty Street
          Middleburg, VA 20118-1960
          Tel: (540) 687-5583
          ATTN: A. Scott Andrews

                      About Alexander Gallo Holdings

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another $148
million in junior unsecured subordinated notes owing to insider
Gallo Holdings LLC.

Bayside is providing $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor.  Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent.


ALEXANDER GALLO: Unsecured Creditors Attack Sale, Loan
------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors are
throwing their weight against Alexander Gallo Holdings LLC's
auction plans and bankruptcy financing deal, saying both proposals
are designed to benefit the court-reporting firm's lenders at the
expense of creditors.

As reported in the TCR on Sept. 21, 2011, Alexander Gallo
scheduled a Sept. 27 hearing to consider approving sale procedures
culminating in a Nov. 7 auction.  If the bankruptcy judge goes
along, competing bids would be due Nov. 4.  A hearing for approval
of the sale would take place on Nov. 9.

An affiliate of Bayside Capital Inc. will start the auction and is
under contract to buy the assets for $88 million, absent higher
and better bids.  To buy the business, Bayside will pay off first
lien debt and forgive second-lien obligations and $20 million in
financing for the Chapter 11 case.  Bayside will also pay the cost
of curing contract defaults.  Before bankruptcy, Bayside acquired
the $22 million in second-lien debt.

                  About Alexander Gallo Holdings

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com --is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another $148
million in junior unsecured subordinated notes owing to insider
Gallo Holdings LLC.

Bayside Capital will provide $20 million in financing for the
Chapter 11 effort.  The new loan will have a first priority lien
on unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., at Jeremy R. Johnson, Esq., at Daniel G. Egan,
Esq., at DLA Piper LLP (US), serve as the Debtors' general
counsel.  Squire, Sanders & Demsey (US) LLP serves as the Debtor's
corporate counsel.  The Debtors' financial advisor is Gordian
Group, LLC.  Marc L. Pfefferle, a partner at Carl Marks Advisory
Group LLC, serves as the Debtors' chief restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtor's claims
agent.


ALROSE KING: Seeks Farrell Fritz as Bankruptcy Counsel
------------------------------------------------------
Alrose King David LLC asks the U.S. Bankruptcy Court for the
Eastern District of New York for authority to employ Farrell Fritz
P.C. as bankruptcy counsel.

The Debtor asserted that it needs Farrell Fritz to perform these
services:

   a. providing legal advice with respect to the Debtor's powers
      and duties as a debtor-in-possession in the continued
      operation of its business and management of its property;

   b. negotiating, drafting, and pursuing all documentation
      necessary in this case;

   c, preparing on behalf of the Debtor all applications,
      motions, answers, orders, reports, and other legal papers
      necessary to the administration of the Debtor's estate;

   d. appearing in court and protecting the interests of the
      Debtor before the Court;

   a. providing legal advice with respect to the Debtor's powers
      and duties as a debtor-in-possession in the continued
      operation of its business and management of its property;

   b. negotiating, drafting, and pursuing all documentation
      necessary in the case;

   c, preparing on behalf of the Debtor all applications,
      motions, answers, orders, reports, and other legal papers
      necessary to the administration of the Debtor's estate;

   d. appearing in court and protecting the interests of the
      Debtor before the Court;

   e. assisting with any disposition of the Debtor's assets, by
      sale or otherwise;

   f. attending all meetings and negotiating with representatives
      of creditors, the United States Trustee, and other parties-
      in-interest;

   g. providing legal advice regarding bankruptcy, corporate,
      real estate, transactional, tax, and other issues to the
      Debtor; and

   h. performing all other legal services.

The professionals proposed to represent the Debtor and their
current hourly rates are:

      Ted A. Berkowitz (Member)               $650
      Louis A. Scarcella (Member)             $650
      Patrick Collins (Member)                $540
      Robert C. Yan (Associate)               $425
      Darren A. Pascarella (Associate)        $415
      Veronique Urban (Associate)             $375
      Maria M. Siffert (Paralegal)            $270

Other attorneys and paralegals will render services to the Debtor
as needed.  The current hourly rates for the services of other
attorneys and paralegals are:

      Members                         $450 to $650
      Of Counsel                      $375 to $750
      Associates                      $305 to $420
      Paralegals/Law Clerks           S100 to $260

The Debtor will also reimburse Farrell Fritz its necessary out-of
pocket expenses.

Ted A. Berkowitz, Esq., a member of Farrell Fritz, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The Court will convene a hearing on Oct. 20, 2011 at 2:00 p.m. to
consider the Application.  Objections must be filed no later than
Oct. 13, 2011 at 5:00 p.m.

                         About Alrose King

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

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


ALT HOTEL: Plan Proposal Exclusivity Extended to Dec. 2
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has extended ALT Hotel, LLC's exclusive periods to file a plan and
to solicit acceptances of a filed plan through and including
Dec. 2, 2011, and Feb. 3, 2012, respectively.

Neal L. Wolf, Esq., at Neal Wolf & Associates, LLC, in Chicago,
Illinois, explained that in the nearly four months since the
Petition Date, the Debtor and its professionals have concentrated
on a broad spectrum of issues related to operations and
performance of the Allerton Hotel, value of the Hotel, and claims
of and against DiamondRock Allerton Owner, LLC .  They have "moved
forward with great energy on multiple fronts," Mr. Wolf tells the
Court.

                        About ALT Hotel LLC

ALT Hotel LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., at Neal Wolf & Associates,
LLC, in Chicago, Illinois, serves as bankruptcy counsel to the
Debtor.  The Debtor disclosed $2,549,379 in total scheduled assets
and $69,808,995 in total liabilities.

Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010.


ALTER COMMS: Plans Rejected; Judge Gives 30 Days for Revisions
--------------------------------------------------------------
Arthur Hirsch at the Baltimore Sun reports that Judge James F.
Schneider of the U.S. Bankruptcy Court in Baltimore rejected plans
offered by Alter Communications Inc. and former printer, H.G.
Roebuck & Son.  Judge Schneider gave them 30 days to develop a
plan to take the company out of bankruptcy -- or else a trustee
would be appointed to run the business.

According to the report, the plans differed in the terms offered
to creditors.  Judge Schneider said that while both proposals had
their "merits and demerits," they were "calculated to raise
objections on the part of the other party."  Either course, he
said, was likely to lead to "liquidation" of the company.  He said
both sides would have to give something up to reach agreement.  He
said that Roebuck was not going to get anything close to the
nearly $1.77 million it claims it is owed, and Alter must cut the
amount it proposed paying certain creditors.

The report also says Judge Schneider said he would not approve any
plan giving Roebuck a majority share of the company.

                    About Alter Communications

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 10-18241) on April 14, 2010, after losing a $362,000
judgment to the printer, H.G. Roebuck & Son Inc.  Alan M. Grochal,
Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and
Rosenberg, in Baltimore, serve as the Debtor's bankruptcy counsel.
The Debtor estimated assets and debts between $1 million and $10
million in its Chapter 11 petition.

In December 2010, the Bankruptcy Court approved Alter's Chapter 11
exit plan.  Roebuck appealed, saying the plan wasn't filed in good
faith and that it "discriminates unfairly."

In June 2011, the U.S. District Judge Court in Maryland set aside
the confirmation order.  Because Roebuck said it would pay more
for the new stock, the District Court reversed and sent the case
back to the bankruptcy court with instructions to allow the filing
of competing plans.


AMBAC FINANCIAL: Amends Plan After Reaching Deal With Regulators
----------------------------------------------------------------
Jonathan Stempel, writing for Thomson Reuters News & Insight,
reports that Ambac Financial Group Inc. has filed an amended
bankruptcy plan after reaching a settlement with its Wisconsin
regulator, which could avert a liquidation for what was once the
second-largest U.S. bond insurer.

According to the report, the amended reorganization plan, filed
Wednesday night with the U.S. bankruptcy court in Manhattan,
followed an agreement with Wisconsin's insurance commissioner to
resolve tax and other disputes involving the Ambac Assurance Corp
operating unit.

The report says that under a restructuring approved last year by
Wisconsin, many of Ambac Assurance's risky mortgage obligations
were moved into a "segregated account."  Ambac said the policies
in this account had $40.5 billion of exposure as of June 30.

Thomson Reuters notes Ambac previously said failure to win
regulatory support from Wisconsin could force it to liquidate,
which would render insurance guarantees worthless and cause
creditors to recover less.

In a statement, the Wisconsin regulator said its accord with Ambac
"recognizes the advantages of reducing uncertainty and avoiding
unnecessary litigation," and allows it to focus on rehabilitating
the segregated account.

The Reuters report relates that still unresolved is an Ambac
dispute with the Internal Revenue Service over who gets net
operating losses, estimated to total $6.8 billion as of June 30,
to use for tax benefits.

The report further says that, under Ambac's amended bankruptcy
plan, holders of secured claims would be paid in full.  Holders of
general unsecured claims would recover 8.5 cents to 13.2 cents on
the dollar, and holders of $1.25 billion of senior notes would get
11.4 cents to 17.6 cents on the dollar.  These two groups of
creditors would get stock and warrants in a reorganized Ambac.  If
the noteholders accept the plan, holders of $444.2 million of
subordinated notes would get 1.5% of the stock, as well as
warrants.

                       About Ambac Financial

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

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

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

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

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

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

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

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


AMERICAN EQUITY: S&P Affirms 'BB+' Rating; Outlook Now Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on American
Equity Investment Life Holding Co. (AEIL) and American Equity
Investment Life Insurance Co. (AEL; collectively American Equity)
to stable from positive. "At the same time, we affirmed our 'BB+'
long-term counterparty credit rating on AEIL and our 'BBB+' long
term counterparty credit and financial strength ratings on AEL,"
S&P stated.

"The outlook revision reflects our belief that American Equity's
financial profile is not likely to improve sufficiently during the
next year to support higher ratings, as contemplated by the
previous positive outlook," said Standard & Poor's credit analyst
Robert A Hafner, FSA.

The ratings reflect American Equity's strong competitive position
and business profile, which are key rating strengths. The company
is consistently among the top-ranked issuers of indexed annuities
and maintains strong and diverse distribution relationships. In
addition, favorable earnings support the company's strong growth
and good financial profile, and capitalization is consistent with
the ratings. "We consider American Equity's enterprise risk
management to be adequate and supportive of the ratings," S&P
said.

A key element of the company's financial profile, capitalization,
supports the current ratings and is quantitatively modestly
redundant at the 'BBB' confidence level. "We view American
Equity's operating performance -- another key component of its
financial profile -- as favorable to the ratings because its
consistency and steady growth provides the capital necessary to
support new business and gradual improvements in the quality of
capitalization. We primarily use an adjusted operating income
metric that removes the timing differences that arise from GAAP
accounting for the fair value of derivatives and embedded
derivatives. Operating earnings in the first half of 2011
exceeded $91 million," S&P said.

"Financial flexibility is a weakness to the ratings because higher
levels of debt or hybrid equity financing will not benefit our
opinion of capitalization because the double leverage thresholds
are already exceeded. Fixed-charge coverage levels at AIEL
currently support the ratings and minimally support higher
ratings. The coverage metrics could limit the ratings if leverage
increases or financing costs rise," according to S&P.

"The stable outlook reflects our belief that American Equity's
financial profile will continue to improve gradually, but is
unlikely to support higher ratings within the next year as was
contemplated by the previous positive outlook," S&P said.

"Nevertheless, we could raise the ratings by one notch if American
Equity's financial profile improves sufficiently and sustainably
to support higher ratings and the investment risk profile
continues to improve without any material risk concentrations. In
addition we would expect capitalization to be redundant at the 'A'
confidence level and maintenance of the company's favorable
operating performance and strong competitive advantages.
Alternatively, we could lower the ratings if any of these metrics
deteriorates significantly or if its business profile and
competitive advantages erode meaningfully," S&P said.

"We expect American Equity to continue to drive strong top-line
growth, generate good earnings that adequately support its fixed
charge coverage requirements, and maintain financial leverage at
or below current levels. We expect callable bonds to remain at or
below current levels. Speculative-grade investment exposures will
remain less than 8% of invested assets. New sales will likely
approach $5 billion during 2011. Full-year 2011 pretax operating
income will likely exceed $160 million, and fixed-charge coverage
will remain more than 3x. We expect interest-rate risk exposure to
continue to improve with the expansion of asset classes over time
and the inclusion of less negatively convex assets," S&P added.


ANDRONICO'S COMMUNITY: Renovo Buying 2 Grocery Chains for $17.2MM
-----------------------------------------------------------------
Betsy Vincent at the Daily Californian, citing reports from San
Jose Mercury News, says that Renovo Capital is offering to buy
Andronico's Community Markets and A.G. Ferrari Foods, two grocery
chains with locations in Berkeley, for $16 million and $1.2
million, respectively.

According to the report, Renovo Capital was formed in 2008 to
invest in smaller, mid-market companies facing liquidity
shortfalls and profitability challenges, according to its Web
site.  It bought Andronico's debt of about $29 million from its
previous lenders, and has since been lending the company more
money to help navigate and stabilize it, according to CEO Bill
Andronico.  According to an Aug. 22 press release by Andronico's
spokesperson Adam Alberti, the grocery chain has been in
negotiations to sell the company to the investor group since it
went bankrupt.

San Jose Mercury News reported that Renovo received court approval
to buy A.G. Ferrari Sept. 19, 2011, and an auction for Andronico's
is scheduled for Oct. 13, 2011.  A.G. Ferrari's sale is expected
to close soon, and according to Scott Lavie, a principal executive
with Renovo.

                         About Andronico's

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

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

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

                     About A.G. Ferrari Foods

A.G. Ferrari Foods filed a Chapter 11 petition (Bankr. N.D. Calif.
Case No. 11-43327) on March 28, 2011.  Eric A. Nyberg, Esq., at
Kornfield, Nyberg, Bendes and Kuhner, in Oakland, California,
represents the Debtor.  The Debtor estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.


APEX AVIATION: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Apex Aviation Corporation
          aka Apex
              Apex Aviation
        1448-1450 Sally Ride Drive
        Concord, CA 94520

Bankruptcy Case No.: 11-70113

Chapter 11 Petition Date: September 21, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Donald W. Lamson, Esq.
                  LAW OFFICEC OF DONALD W. LAMSON
                  315 S. Coast Highway 101, Suite U, #36
                  Encinitas, CA 92101
                  Tel: (760) 803-5493
                  E-mail: don_lamson@hotmail.com

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

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

The Company’s list of its 19 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/canb11-70113.pdf

The petition was signed by James E. Markel, president.


APPLEJACK ART: Amended Liquidation Plan Calls for HQ Sale
---------------------------------------------------------
Patrick McArdle at Rutland Herald reports that Applejack Art
Partners filed an amended liquidation plan with the Vermont
Bankruptcy Court on Sept. 13, 2011.  The company intends to sell
its Manchester headquarters for $3 million.  The plan calls for
Wachovia Bank, the primary creditor in the bankruptcy proceedings,
to be paid with the proceeds of the sale.

The plan notes that Applejack owes Wachovia almost $3 million.
The plan says there will be no money to repay a Vermont Economic
Development Authority loan used to buy the building.

According to the report, last month, the owner of WCW Inc., a
company that manufactures mattresses, said it would be buying the
building Applejack bought in 2009 and moving its operations from
Hoosick Falls, N.Y., and Bennington to Manchester.  WCW was
moving, in part, with the assistance of about $500,000 in
financing from the Vermont Employment Growth Incentive program.

"Wachovia will be paid in full at closing with any remaining net
proceeds being paid to VEDA. The debtor anticipates that there
will be no funds available for VEDA," says Mr. McArdle, citing the
plan.

The report relates that Steven Greenfield, chief operating officer
for VEDA, said on that the agency was not objecting to the sale of
the building.  "We're aware of the proposal (by WCW) and we think
it's a good project for the area and for Vermont," Mr. Greenfield
said.

The report notes Mr. Greenfield said the debt to VEDA will still
exist until the bankruptcy court makes a ruling on the proposed
liquidation plan, even if the building is sold.

According to the report, the proposed liquidation plan says that
WCW has expressed an interest in continuing to lease space to
other companies that operate out of the Manchester building.  It
does not address from where Applejack Art Partners would operate.

In April 2009, VEDA announced it had approved $1.3 million to help
Applejack buy what had been known locally as the Moore-Wallace
building.  Applejack had been leasing the building before the
sale.

                   About Applejack Art Partners

Applejack Art Partners, Inc., manufactures fine art prints and
sells sports memorabilia.  It acquired Bruce McGaw Graphics in
August 2009, gaining the exclusive rights to images from the Walt
Disney Co., the Museum of Modern Art and Andy Warhol.

Applejack Art Partners sought Chapter 11 protection (Bankr. D.
Vermont Case No. 10-10911) on July 6, 2010.  Applejack is
represented by the Bethel law firm of Obuchowski and Emens-Butler.

The Debtor estimated assets of $1 million to $10 million and debts
under $50 million as of the Chapter 11 filing.  Berkshire Bank
holds a secured note dated March 2007, totaling about $628,124,
and a second secured loan at $102,521.


ASAY HOLDINGS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Asay Holdings, LLC
          dba Saratoga Downtowner
        413 Broadway
        Saratoga Springs, NY 12866
        Tel: (518) 584-6160

Bankruptcy Case No.: 11-12975

Chapter 11 Petition Date: September 23, 2011

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: Francis J. Brennan, Esq.
                  NOLAN & HELLER, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  E-mail: fbrennan@nolanandheller.com

Scheduled Assets: $3,026,169

Scheduled Debts: $2,737,550

The Company’s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nynb11-12975.pdf

The petition was signed by William Asay, managing member.


ASSOCIATED ESTATES: S&P Raises Corporate Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Associated Estates Realty Corp. (Associated) to 'BB+'
from 'BB' on bolstered debt protection measures and improved
portfolio quality. "At the same time, we revised our outlook to
stable from positive," S&P said.

"Parallel with the upgrade, we revised our assessment of
Associated's financial risk profile to intermediate from
significant on recently improved debt protection measures.
Although we note the company's high floating-rate debt exposure,
we expect that current fundamentals will support cash flow growth,
which should help mitigate any potential near-term modest rise in
interest rates," said credit analyst Eugene Nusinzon.
"Associated's business risk profile is fair, in our view, given
the company's comparatively smaller and more concentrated
portfolio relative to rated peers."

"The stable outlook reflects our expectation that favorable
operating conditions in the near to intermediate term will
continue to support recently improved debt protection measures at
or above current levels. We would consider lowering the rating if
FCC dips below 1.9x (perhaps due to an increase in debt financed
development or acquisition activity) or if FFO fails to cover the
dividend. We view an upgrade as less likely in the near term.
Longer-term upgrade potential would be contingent upon the
profitable execution of a more clearly defined growth strategy --
particularly regarding development appetite and geographic
footprint. In addition, we would look for improvement in the
financial risk profile, including reduced floating-rate debt
exposure and further strengthening of debt protection measures
relative to peers (to offset risk related to a smaller
portfolio)," S&P related.


BANKUNITED FINANCIAL: Settlement Deal With FDIC Consummated
-----------------------------------------------------------
BankruptcyData.com reports that BankUnited Financial filed with
the U.S. Bankruptcy Court a notice of consummation of a settlement
agreement with the Federal Deposit Insurance Corporation, as
receiver (FDIC-R). The Court approved the terms of the settlement
on July 8, 2011; and the settlement resolves the FDIC-R's asserted
$1.467 billion capital maintenance claim against the Debtors as
well as a long-pending dispute over tax returns.

                      About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009.
Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen
LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its $3.6
billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BANNING LEWIS: Asset Ventures Tosses Out Protest Over Sale
----------------------------------------------------------
Rich Laden at the Gazette reports that real estate development
company Asset Ventures Fund I of Austin, Texas, withdrew motions
that it had filed in the U.S. Bankruptcy Court in Delaware, which
sought to block the sale of the property of Banning Lewis Ranch to
oil-and-gas exploration firm Ultra Resources of Houston.

According to the report, Ross Allen, an Asset Ventures spokesman,
declined to comment on the reason for the company's withdrawal,
except to say there has been no settlement reached between Asset
and Ultra.

The ranch was auctioned in June.  Ultra Resources was the winning
bidder for 18,000 acres and agreed to pay $26.25 million for the
land.

Mr. Laden says Ultra said it planned to drill for oil and gas,
adding it had no intention of developing the property with homes
and commercial uses that long have been envisioned on the ranch by
developers and city officials.  Since then, Ultra and the city of
Colorado Springs have fought in court; Ultra wants to jettison
land-use controls that were put in place by the city years ago,
and the city is fighting to keep them.

On Sept. 15, a judge approved the sale of the 18,000 acres to
Ultra, but the company's purchase price was reduced to $20
million, says Mr. Laden citing papers filed with the court.

Mr. Laden notes Asset Ventures, which lost out on its bid to buy
the 18,000 acres, objected to Ultra's purchase.  Among its
arguments, Asset Ventures contended that the revised purchase
price amounted to "a substantial and significant change in terms"
and that other parties should have an opportunity to challenge it.
Asset asked the judge to order a new auction.

Les Gruen, who heads the Urban Strategies land planning firm in
the Springs and who worked in the 1980s for one of the ranch's
previous owners, said he speculated that Ultra and Asset have
negotiated a settlement or are working toward a joint venture.
Or, Mr. Gruen said, it is possible Asset Ventures determined that
its original objection wouldn't stand up in court.

                        About Banning Lewis

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

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

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

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

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


BARNES BAY: Another Creditor Wants Chapter 11 Case Tossed
---------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that a Connecticut man
who put $333,000 toward a Caribbean villa joined other creditors
of Barnes Bay Development Ltd. on Monday in asking a Delaware
bankruptcy judge to dismiss the Chapter 11 case so they could
pursue their claims against the luxury beachfront developer.

Law360 says Jeffrey Cook's motion piggybacks onto an identical
request lodged last week by two creditors, WO Viceroy I Ltd. and
Jonathan Simon. The activity comes after U.S. Bankruptcy Judge
Peter J. Walsh rejected Barnes Bay's reorganization plan,
sponsored by secured lender Starwood Capital Group.

                         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.


BH MALL: Fails to Sell East Hills Mall at Auction
-------------------------------------------------
Courtenay Edelhart at Bakersfield.com reports that an attempt to
auction off East Hills Mall failed when no bids were offered at a
sale related to owner BH Mall LLC's Chapter 11 bankruptcy filing.

The report says the opening bids were set at $4.1 million, with
increments of $50,000 for subsequent bids, but nobody made any
offers.

According to the report, a man representing an investment group
called California Green Regional Center, based in Pasadena,
addressed the U.S. Bankruptcy Court for the Central District of
California, Los Angeles, to say the group was interested in the
property but was unable to offer a formal bid ahead of the formal
auction deadline.

The report relates that vice-president Thomas Yan said he had been
negotiating with secured creditors, but had been unable to come to
terms.  He also said he needed more time to work through the
tedious logistics of raising money from investors based in China.

Judge Thomas Donovan said he was not interested in giving Yan or
anyone else more time and dismissed the case.  "I'm sorry that it
comes to this," Judge Donovan said, but noted that in 22 months
there has never been a formal offer on the table, and there was
nothing further to be done.

The report notes dismissing the bankruptcy case means BH Mall
can't refile for either Chapter 11 reorganization or Chapter 7
liquidation, and creditors cannot force an involuntary filing.

BH Mall filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 09-42300) in Los Angeles, California, on Nov. 17,
2009, estimating debts between $1 million and $10 million, and
assets between $10 million and $50 million.  Stephen Biegenzahn,
Esq., represents the Debtor.


BRANDYWINE OPERATING: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings affirms the credit ratings of Brandywine Realty
Trust (NYSE: BDN) and its subsidiary, Brandywine Operating
Partnership, L.P. as follows:

Brandywine Realty Trust

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Preferred stock at 'BB-'.

Brandywine Operating Partnership, L.P.

  -- IDR at 'BB+';
  -- Unsecured revolving credit facility at 'BB+';
  -- Senior unsecured notes at 'BB+.'

The Rating Outlook is Stable.

The affirmation of the IDR at 'BB+' reflects the company's credit
strengths, including its manageable debt maturity and lease
expiration schedules, granular tenant base, and access to the
capital markets.  Offsetting these strengths are operating
fundamentals in Brandywine's markets, which remain weak and will
likely be soft in the near to medium term.  However, the company's
leverage and coverage metrics are expected to remain appropriate
for the rating over the next 12-24 months.  The Stable Rating
Outlook considers these expected soft property-level fundamentals,
offset by Brandywine's solid liquidity and unencumbered asset
coverage of unsecured debt.

The economic recovery remains fragile, with the high unemployment
rate continuing to adversely impact business prospects of many of
Brandywine's current or potential tenants.  Brandywine's portfolio
is focused primarily in the Mid-Atlantic region, with the top five
submarkets represented by Philadelphia central business district
(CBD, 22.3% of NOI for the six-months ended June 30, 2011),
Dulles Toll Road Corridor (15%), Radnor, PA (9.8%), King of
Prussia/Berwyn/N202 Corridor (7.3%), and Southwest Austin (5.2%).

The company's geographic focus, with exposure to some weaker
submarkets with low barriers to entry, has provided limited growth
in recent quarters and relatively weak tenant demand has resulted
in declining occupancy.  As a result of lower occupancies and
driven by weak tenant demand, Brandywine reported a 3.7% decline
in same-store cash NOI in 2010, a 6.6% same-store cash NOI decline
in the first quarter of 2011, and a 5.1% same-store cash NOI
decline in the second quarter of 2011.

The company benefits from a diverse tenant base, with the top 10
tenants representing 31.4% of total base rent at June 30, 2011 and
no tenant except for the U.S. Government Services Administration
(GSA) comprises more than 3% of total base rent.  In addition, the
company has a fairly even distribution of lease expirations and an
average of 9% of annual base rent expires in each of the next 10
years.

With the delivery of the Post Office Square development to the IRS
in August 2010, Brandywine's largest submarket became the
Philadelphia CBD and the largest tenant became the U.S.
Government.  Fitch views the company's presence in the
Philadelphia region as a credit positive, as Brandywine is a well
established operator in this market.

Since 2006, Brandywine has underperformed a selected group of
office REIT peers by approximately 250 basis points (bps) in both
same-property NOI growth and occupancy.  Brandywine has also
underperformed its markets on a NOI and occupancy basis, as
followed by Property & Portfolio Research (PPR), by almost 100 bps
since 2006.

Occupancy and rent level deterioration since early 2008 have
negatively affected fixed charge coverage levels.  Fitch defines
fixed charged coverage as recurring operating EBITDA less
recurring capital expenditures less straight line rent
adjustments, divided by interest expense, capitalized interest,
and preferred dividends.

Fixed-charge coverage levels began to weaken in recent quarters,
falling to 1.6 times (x) for the 12 months ended June 30, 2011
from 1.7x for full year 2010.  While recurring operating EBITDA
has improved in 2011, recurring capital expenditures have
increased significantly to $71 million for the 12 months ended
June 30, 2011 from $50.5 million for full year 2010.  Fitch
expects the company's fixed charge coverage ratio will fall below
1.5x for the year ending 2011, but projects it will rise above
1.5x during 2012 as recurring operating EBITDA improves and
capital expenditures moderate.

Leverage (net debt to recurring operating EBITDA) was 7.5x as of
June 30, 2011, compared with 7.6x and 7.3x as of Dec. 31, 2010 and
2009, respectively.  Leverage remains appropriate for the 'BB+'
rating and is expected to remain so during the forecast period.
While Fitch expects leverage to increase for full year 2011,
improvements in EBITDA should cause leverage to fall back into the
low to mid-7x range.  This range is appropriate for the 'BB+'
rating. In addition, the company has a well laddered debt maturity
schedule with no major unsecured debt maturities until 2014, with
the exception of its line of credit in 2012.

The Stable Outlook reflects Fitch's view that Brandywine maintains
capital markets access, adequate liquidity and adequate coverage
of unsecured debt by unencumbered assets. The company issued
senior unsecured bonds in March 2011 and is in the market to
refinance its unsecured line of credit.

In addition, the company's liquidity coverage ratio is adequate.
Sources of liquidity (unrestricted cash, availability from the
company's unsecured revolving credit facility reduced by one third
as it matures in 2012, projected retained cash flows from
operating activities after dividends and distributions) divided by
uses of liquidity (pro rata debt maturities and projected
recurring capital expenditures) result in a liquidity coverage
ratio of 0.8x for July 1, 2011 through Dec. 31, 2013.  If
Brandywine refinanced its line of credit at the current $600
million commitment size, the company's liquidity coverage would be
1.1x.

Finally, the company has improved its coverage of unsecured debt
by unencumbered assets.  Unencumbered assets (calculated as Fitch
estimated unencumbered NOI divided by a stressed capitalization
rate of 9%) covered unsecured debt by 1.6x as of June 30, 2011,
which is adequate for a 'BB+' rating.  The covenants in the
company's credit agreements do not limit financial flexibility.

The two-notch differential between Brandywine's IDR and preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BB+'.  Based on Fitch Research on 'Rating
Hybrid Securities,' dated July 28, 2011, available on Fitch's Web
site at www.fitchratings.com, these preferred securities are
deeply subordinated and have loss absorption elements that would
likely result in poor recoveries in the event of a corporate
default.

Fitch does not anticipate positive rating momentum over the near-
to medium-term. However, the following factors may have a positive
impact on Brandywine's ratings and/or Outlook:

  -- Positive operating trends.
  -- Continued demonstration of access to multiple sources of
     capital.
  -- Net debt to recurring operating EBITDA declining below 6.5x
     (for the 12 months ended June 30, 2011, leverage was 7.5x).
  -- Maintaining fixed-charge coverage above 2.0x (for the 12
     months ended June 30, 2011, coverage was 1.6x).

The following factors may result in negative momentum on the
ratings and/or Rating Outlook on Brandywine's ratings and/or
Outlook:

  -- Maintaining fixed-charge coverage below 1.5x.
  -- A sustained decline in unencumbered asset coverage below 1.5x
     (with asset value defined as annualized unencumbered property
     net operating income divided by a 9% capitalization rate).

  -- Leverage EBITDA increasing above 8.0x


BRISTOW GROUP: S&P Keeps 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BBB-' senior
secured debt rating (two notches higher than the corporate credit
rating) to Houston-based Bristow Group Inc.'s (Bristow's) $200
million term loan and a $175 million revolving credit facility
maturing in 2015. "At the same time, we assigned a '1' recovery
rating to this debt, indicating our expectation of very high
recovery (90% to 100%) in the event of a payment default. As of
June 30, 2011, Bristow had approximately $730 million of funded
debt outstanding," S&P related.

"The rating on Bristow's senior unsecured debt and our corporate
credit rating for the company remain unchanged at 'BB'. The
recovery rating on Bristow's senior unsecured debt is '4',
indicating our expectation for average (30% to 50%) recovery in
the event of a payment default," S&P stated.

The corporate credit rating on Houston-based helicopter services
provider Bristow Group Inc. reflects its participation in the
highly cyclical and volatile oil and gas industry, exposure to
weather and seasonal fluctuations that might limit flight hours,
aggressive financial policy, the capital spending needs inherent
in the aviation industry, and limited free cash flow. Ratings also
reflect that Bristow's earnings and funds from operations tend to
be relatively stable due to contract structure, geographic
diversity, and its mostly production-oriented work for exploration
and production (E&P) companies. "We characterize Bristow's
business risk profile as fair and its financial profile as
aggressive. For the complete credit rating rationale, see
our full analysis on Bristow published July 20, 2011," S&P noted.

Ratings List
Bristow Group Inc.
Corporate credit rating                     BB/Stable/--
Senior unsecured debt                       BB
   Recovery rating                           4

New Rating
Senior secured debt rating
$200 mil term loan due 2015                BBB-
   Recovery rating                           1
$175 mil rev credit facility due 2015      BBB-
   Recovery rating                           1


BRUNO'S SUPERMARKETS: Preference Suit Timely Despite Unpaid Fees
----------------------------------------------------------------
Pursuant to section 546(a) of the Bankruptcy Code, 11 U.S.C. Sec.
546(a), the two-year statute of limitations deadline for filing
preference action complaints in the bankruptcy case of Bruno's
Supermarkets, LLC, was Feb. 5, 2011.  William S. Kaye, the
Liquidating Trustee, timely filed about 123 complaints.  He did
not, however, pay any of the fees required for filing those
complaints until March 24, 2011, a date after the statute would
have run. The issue before the Bankruptcy Court is whether the
complaints "filed" for statute of limitations purposes even though
the required filing fees were not paid until after the date on
which the statute would have run.

In one of the lawsuits, William S. Kaye, Liquidating Trustee, v.
Golden Flake Snack Foods, Inc., Adv. Proc. No. 11-00018 (Bankr.
N.D. Ala.), the defendant seeks dismissal.  Golden Flake contends
that the complaint was not "filed" for statute of limitations
purposes because the required filing fee was not paid at the time
the complaint was filed, and therefore, the complaint should be
dismissed.

The Liquidating Trustee argues that the statute of limitations was
tolled even if the required filing fee was not paid.  He also
contends that if, for statute of limitations purposes, the fee was
required at filing, as a "trustee" he should be afforded the same
exceptions case trustees enjoy in either not paying, or delay in
paying, filing fees.

Generally, a bankruptcy case trustee is not required to pay an
adversary filing fee until there are funds available in a case.

In a Sept. 26, 2011 Memorandum Opinion, available at
http://is.gd/UbdZB8from Leagle.com, Bankruptcy Judge Benjamin
Cohen said the unqualified law in this, and many other Circuits,
is that a statute of limitations is tolled if a complaint is filed
before the statute runs even if a required filing fee is not paid
until after the date on which the statute would have run. And in
this Circuit, when that statute is tolled, it is tolled
permanently.  The single exception, the judge said, is where a
court requires by rule or order that the filing fee must be paid
at the time the complaint is filed.  The Court has not chosen to
do so, he added.

                      About Bruno's Supermarkets

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995.  The
current owner is Lone Star Funds, a Dallas-based investor.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor. Bruno's estimated between $100 million and
$500 million each in assets and debts in its Chapter 11 petition.

Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc.,
for $45.8 million.  C&S will operate 31 stores and liquidated the
remainder.


CATHOLIC CHURCH: Wilmington Proposes Exit Financing
---------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to approve exit
financing necessary for consummating the Chapter 11 Plan of
Reorganization and meet its near-term financial obligations.

Section 15.1 of the Diocese's confirmed Plan sets forth the
conditions precedent to effectiveness of the Plan, including, but
not limited to: (i) the formation and funding of the Settlement
Trust, (ii) contribution of the Lay Pension Fund and additional
cash of $5 million to the Lay Pension Plan Trust, and (iii) the
establishment of a reserve for the payment of administrative
claims.

In addition, the Lay Pension Plan Reaffirmation Agreement
requires contribution of an additional $5 million to the Lay
Pension Plan Trust by December 31, 2011.

At the Confirmation Hearing on July 14, 2011, the Debtor's Chief
Financial Officer testified that, in order for the Debtor to meet
the financial conditions to effectiveness of the Plan and satisfy
its near-term pension funding obligations, the Debtor would
require approximately $14.5 million of borrowing, $5 million of
which it anticipated borrowing from certain Restricted PIA Funds,
and $9.5 million of which it anticipated borrowing from a third-
party commercial lender.

In the event the commercial financing could not be put in place
before the Settlement Funding Date, the Debtor anticipated
obtaining bridge loans from certain Non-Debtor Catholic Entities
or Restricted PIA Funds, James L. Patton, Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, relates.

The Debtor holds certain Restricted PIA Funds consisting of
charitable gifts and bequests subject to donor-imposed
restrictions on use or disposition.

Mr. Patton explains that the Debtor invests these Restricted PIA
Funds for the benefit of the various charitable purposes to which
the funds are dedicated.  He says that most of the Restricted PIA
Funds underwrite active ministries of the Debtor or the Non-
Debtor Catholic Entities and from these "active" Restricted PIA
Funds, the Debtor typically draws 5.5% of the total value
annually to underwrite the applicable ministries.  Assuming
average annual investment returns in excess of 5.5%, limiting the
annual draw to 5.5% allows the corpus of the funds to grow over
time, to ensure the continued existence of the funds, and the
continued support of the ministries to which they are dedicated,
into the indefinite future.

The Debtor also holds certain funds in a certain "Pooled
Investment Account" as trustee for the benefit of certain Non-
Debtor Catholic Entities.  Like the Debtor with the Restricted
PIA Funds, the Non-Debtor Catholic Entities whose investments
underwrite their general operations typically draw 5.5% of the
total investment value annually, which allows for the corpus of
the investments to grow over time, Mr. Patton tells the Court.

The Debtor is seeking a commercial loan amounting $9.5 million,
to be secured by real property pledged by a Non-Debtor Catholic
Entity.  It is expected the loan will be fully amortized over a
25-year term, with a variable interest rate, presently around 4%
annually.  The loan remains subject to final credit approval from
the lender and final review and approval by the Debtor, Mr.
Patton notes.  After the approval, if the Debtor intends to seek
approval of the Commercial Term Loan prior to the Plan Effective
Date, the Debtor will supplement its Request accordingly.
Otherwise, the Debtor intends to proceed with "bridge" financing.

Mr. Patton tells the Court that after the July 8, 2011
Confirmation Hearing, the Debtor and certain of the Non-Debtor
Catholic Entities engaged in good faith negotiations regarding
the terms of a potential "bridge" loan arrangement in the event
that the Commercial Term Loan could not be finalized prior to the
Settlement Funding Date.  As a result, the parties ultimately
agreed upon these terms:

  (a) Principal Amount: Approximately $8.3 million.

  (b) Interest: Simple interest of 6% annually, calculated daily
      on outstanding principal balances.

  (c) Maturity Date: One year, which may be extended to five
      years, unless accelerated in the event of default.

  (d) Payment Terms: During initial 1-year period, monthly,
      interest-only payments on drawn balances, with balloon
      payment of principal and interest on the Maturity Date
      unless extended.

  (e) Extension of Maturity Date: At the Debtor's option at the
      conclusion of the initial one-year term, the Debtor may
      extend the Maturity Date for all or any portion of the
      outstanding indebtedness to the conclusion of the extended
      five-year term by (i) paying an extension fee equal to 2%
      of the outstanding principal balance, or (ii) providing
      collateral security to the applicable lenders that is
      acceptable, in their sole discretion, to secure the
      Debtor's obligations during the extended term.

  (f) Early Payoff: At the Debtor's option, without penalty or
      premium.

  (g) Fees: None, except as provided with respect to the
      Extension Fee.

  (h) Costs and Expenses: Parties to bear their own costs and
      expenses; provided, however, that in the event of a
      default the Reorganized Debtor will reimburse the lenders
      the reasonable out-of-pocket costs of collection.

  (i) Conditions Precedent: (A) Entry of an order in form and
      substance acceptable to the lenders, in their sole
      discretion, authorizing and approving the Debtor's entry
      into the bridge loan; and (B) Occurrence of the Effective
      Date of the Plan as a Settlement Plan.

  (j) Negative Covenant of the Debtor: It being the intention of
      the lenders to provide short-term bridge financing that
      will be replaced by commercial financing as soon as
      practicable, so long as any amounts are outstanding and
      unpaid under the bridge loan, the Reorganized Debtor will
      not incur additional indebtedness, make payments on any
      debt, or transfer or hypothecate any property, except in
      accordance with the Plan and the Lay Pension Plan
      Reaffirmation Agreement.

  (k) Events of Default: (A) Failure to make any payment within
      three business days of when that payment will become due
      and payable; and (B) Material breach of a covenant.

  (1) Remedies upon Default: (A) Acceleration of Maturity Date;
      and (B) All other remedies under applicable law.

In the exercise of its sound business judgment on behalf of
certain "active" Restricted PIA Funds, the Debtor determined that
a "bridge" loan on the terms agreed upon by the NDCE Lenders
would be a prudent investment of the Restricted PIA Funds,
insofar as it would provide for returns in excess of the 5.5% of
the annual budgeted investment draws, thus building the corpus of
the funds while providing cash to underwrite the applicable
ministries.  Accordingly, the Debtor proposes to borrow
approximately $1 million from one or more "active" Restricted PIA
Funds.

In the exercise of its sound business judgment on behalf of
certain "inactive" Restricted PIA Funds, the Debtor determined
that terms loans on substantially similar economic terms as those
discussed with the commercial lender would be a prudent
investment of the Restricted PIA Funds, which do not have cash
needs akin to those of the NDCE Lenders or the "active"
Restricted PIA Funds.  Accordingly, the Debtor proposes to borrow
approximately $6.3 million from its "inactive" Restricted PIA
Funds at an interest rate of 4% annually for a term of 25 years.
The Debtor proposes that the borrowing be evidenced by promissory
notes and payable in monthly installments of interest and
principal, fully amortizing through the maturity date.

                         *     *     *

The Court granted the Debtor's Request.  The Court further
authorized the Debtor to enter into Term Notes aggregating an
amount not to exceed $6.4 million.

The Court has authorized the Debtor to enter into the Bridge Loan
Agreement, provided that the total borrowing will not exceed $9.5
million, and the aggregate principal amount of borrowing from
Restricted PIA Funds will not exceed $1.1 million.

In accordance with Section 1142 of the Bankruptcy Code, the
Debtor, the NDCE Lenders and each other appropriate party are
authorized and directed to take all steps and perform the acts as
may be necessary to implement and effectuate the Term Notes and
the Bridge Loan Agreement, and are further authorized and
directed to execute and deliver any instrument and perform any
other act that is necessary for the consummation of the Term
Notes and the Bridge Loan Agreement.

Before the Court entered its order, the Official Committee of
Unsecured Creditors argued that the Debtor's Request is in
conflict with the Court's judgment in a certain litigation called
"PIA litigation" because the Request is based on the premise that
the Restricted Funds and the NDCE funds can be loaned to the
Debtor.

The Committee proposed that this language be added to the Order
approving the Request:

  "Notwithstanding any other provision of this Order, this Order
  shall be vacated by the Court if the Effective Date of the
  Settlement Plan has not occurred on or before the Settlement
  Funding Date (as may be extended by unanimous written
  agreement of State Court Counsel). Under such circumstances,
  the Court may vacate the Order sua sponte and any party in
  interest may file an emergency motion to vacate the Order.  If
  this Order is vacated in accordance with this paragraph, then
  this Order, the Term Notes, the Bridge Loan Agreement and all
  other documents, instruments or actions, authorized or
  directed by the foregoing, shall be void ab initio and without
  any legal effect.  Nothing in this Order is intended, nor
  shall it be construed, to affect prior Orders or Judgments of
  this Court, including but not limited to the Phase I Judgment
  and Orders and the Confirmation Order."

The Court added the Language to the Order.

The Court explained that all transfers of property contemplated
by the Request complies with applicable non-bankruptcy law that
governs the transfer of property by a corporation or trust that
is not a moneyed, business, or commercial corporation or trust,
in accordance with Section 363(d)(1) of the Bankruptcy Code.

The Court also pointed out that the Debtor's entry into the Term
Notes and the Bridge Loan Agreement is in the best interests of
the Debtor, the Reorganized Debtor, the Estate and its creditors,
and all parties in interest in the Chapter 11 Case; is an
adequate and necessary means to the implementation of the Plan;
and meets all requirements imposed by Sections 364(b) and (d),
363(b) and (m), 1142 and 105(a) of the Bankruptcy Code, and Rules
4001, 3020(d), and 6004 of the Federal Rules of Bankruptcy
Procedure.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/ or215/945-7000)


CATHOLIC CHURCH: Insurance Settlements Declared Non-Appealable
--------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc. asks the U.S. Bankruptcy
Court for the District of Delaware to declare that the order
confirming the Debtor's Chapter 11 Plan of Reorganization is a
final, non-appealable order as to the insurance settlements
embodied in the Plan notwithstanding pending appeals from the
order confirming the Plan, or approving those settlements as
independent from the Plan, and authorizing and directing the
settling insurers to perform under the insurance buy-back
agreements notwithstanding pending appeals.

Among the settlements and compromises embodied in the Plan was a
settlement of potential insurance coverage litigation against the
Settling Insurers, in exchange for approximately $15.4 million
cash -- to be contributed to the Settlement Trust -- and certain
other consideration.

The Insurance Settlements were approved by the Confirmation
Order.

On August 10 and 11, 2011, Kenneth Martin and Charles Wiggins,
both removed priests who had raised objections to confirmation of
the Plan filed Notices of Appeal from the Confirmation Order.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, notes that one of the issues
identified by Messrs. Martin or Wiggins on appeal challenge any
provision of the Confirmation Order relating to the Insurance
Settlement or the Settling Insurers.

"Thus, in light of the Third Circuit's well-established policy
against wholesale disturbance of plan confirmation orders on
appeal where a more limited remedy would suffice -- and
particularly in light of the protections afforded the Settling
Insurers -- the Confirmation Order constitutes a final, non-
appealable order in all respects material to the Insurance
Settlements, and the Settling Insurers should not be permitted to
rely on the pendency of Martin's or Wiggins' appeals, per se, to
establish a failure of a condition precedent to the Settling
Insurers' performance under the Insurance Buy-Back Agreements,"
Mr. Patton argues.

Mr. Patton further contends that certain of the Insurance Buy-
Back Agreements appear to provide that, as a condition to the
Settling Insurers' obligation to close the sale transaction, the
Confirmation Order must have become a final, non-appealable
order.

In light of the pending appeals from the Confirmation Order, the
Debtor understands that certain of the Settling Insurers may take
the position that this condition is not presently satisfied, Mr.
Patton tells the Court.

"Absent withdrawal of the notices of appeal by Martin and
Wiggins, it does not appear this condition can be satisfied prior
to the Settlement Funding Date," Mr. Patton contends.  He adds
that absent closing on all the Insurance Buy-Back Agreements, the
Debtor will not be able to consummate the Plan as a Settlement
Plan because it does not have the wherewithal to front any
portion of the approximately $15.4 million Insurer Settlement
Contribution.

               Dalton & Associates Support Debtor

In a letter addressed to the Court, Bartholomew J. Dalton, Esq.,
at Dalton & Associates P.A., in Wilmington, Delaware, conveys his
support of the Debtor's Request.

Mr. Dalton is the counsel for certain abuse victims.

Mr. Dalton notes that a failure of the carrier to fund by
September 26, 2011, would constitute bad faith on their part.  He
contends that there is no real risk to the carrier in funding
given the fact that releases from all of the abuse victims have
been signed and pending appeals do not substantially impact the
overall resolution of the case.

                         *     *     *

After considering the Debtor's Request and the Objections at a
hearing on September 9, 2011, the Court ruled that the provisions
of the Confirmation Order, and any documents referenced in the
Confirmation Order that are not at issue in the two Appeals taken
by Messrs. Martin and Wiggins are reaffirmed and approved in all
respects.

In addition, the Court directs the Settling Insurers to take and
perform all acts necessary to effect a closing on the Purchase of
the Settled Insurance Policies pursuant to the Insurance Buy-Back
Agreements on or before September 26, 2011, notwithstanding the
pendency of the Appeals, provided the conditions for closing are
met.

In a separate order entered on September 20, 2011, the Court
ruled that any Settling Insurer who pays its portion of the
Insurers Settlement Contribution, or any NDCE who pays its
portion of the NDCE Settlement Contribution, on or before
September 26, 2011, will be entitled, and the Settlement Trust or
the Debtor will return the funds to the paying entity, if the
Plan does not go effective.

On September 22, 2011, the Court entered another order pursuant
to a stipulated order submitted by the Debtor and Certain
Underwriters at Lloyd's, London on September 20.

Lloyd's previously proposed that the Court should vacate the
Confirmation Order in exchange for the priests' withdrawal of
their appeals.

The Stipulated Order provides that the September 9 Order is
vacated and withdrawn and the Debtor's Request is granted solely
as to the Debtor's request for approval of the Insurance
Settlements independent from the Plan.  In addition, these
technical amendments to the Insurance Buy-Back Agreements are
approved:

  (a) With respect to the Insurance Buy-Back Agreements entered
      into by Lloyd's Underwriters related to pre-1994 insurance
      policies and the Insurance Buy-Back Agreement entered into
      by Underwriters related to post-1994 insurance policies,
      these technical and immaterial amendments are approved:
      (i) the first sentence of paragraph 2 of each Agreement
      will be amended by inserting the phrase "and/or separate
      Order" after the phrase "In the Confirmation Order" and
      (ii) Paragraph 5 of each Agreement will be amended by
      adding the phrase "and/or separate Order" after the phrase
      "Confirmation Order" which appears in the first and second
      sentence of such paragraph.

  (b) With respect to Chartis, this technical amendment is
      approved: The definition of "Approval Order" in Section
      1.1 (d) of the Chartis BuyBack Agreement will be read as:
      "(d) "Approval Order" means a Final Order with only such
      modifications as are mutually acceptable to the Carriers,
      Chartis, the Diocese and the Diocese Releasing Parties in
      each Party's respective sole discretion, that: (i)
      approves this Agreement and the sale of the Policies to
      the Carriers and Chartis free and clear of all Interests;
      (ii) authorizes the Parties to undertake the settlement
      and transactions contemplated by this Agreement; and (iii)
      is approved by the Bankruptcy Court under sections 363
      and/or 105 of the Bankruptcy Code and Bankruptcy Rule 9019
      and/or under such other provisions as the Bankruptcy Court
      may order, understanding that the Parties hereto intend
      the Approval Order to be both the Confirmation Order
      confirming the Diocese's "Settlement Plan", as defined
      herein, together with the Order dated September 20, 2011
      approving the Insurance Settlements independent from the
      Plan."

  (c) With respect to First State Insurance Company, Nutmeg
      Insurance Company, and Twin City Fire Insurance Company,
      these technical and immaterial amendments to the Insurance
      Buy-Back Agreement entered into by Hartford are approved:
      (i) the definition of "Approval Date" will be removed; and
      (ii) the definition of "Injunction" and Sections 2.3, 3.5,
      4.1, 5(b) will be amended by replacing the reference to
      "Approval Date" with "upon payment of Settlement Amount."

  (d) With respect to the Insurance Buy-Back Agreement entered
      into by FFIC, these technical and immaterial amendment is
      approved: the definition of "Effective Date" will be
      amended as: "Effective Date" means the day on which the
      Settlement Amount has been paid by FFIC to CDOW."

  (e) With respect to the Settlement, Mutual Release and Policy
      Buy-Back Agreement Between the Catholic Diocese of
      Wilmington, Inc. and Scottsdale Insurance Company, this
      technical and immaterial amendment is approved: The text
      of Section II.A. (but prior to paragraph II.A.1) is
      restated as: "This Agreement, which includes all prior
      written paragraphs, including the Background Section I.,
      shall become effective on the date (the "Effective Date")
      that all the following conditions have been satisfied or,
      as to each condition other than II.A.1 and II.A.2 are
      waived by Buyer:"

Before the Court entered the orders, objections were filed by
three indirect subsidiaries of Hartford Financial Services Group,
Inc.; and Granite State Insurance Company and Insurance Company
of the State of Pennsylvania.

Hartford argued that the Debtor did not make any contact
regarding the changes and added that the Debtor did not support
its Request with any authority as basis.  Granite State argued
that when it settled its claims with the Debtor and entered into
a certain Buy-Back Agreement, they bargained for finality.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/ or215/945-7000)


CATHOLIC CHURCH: Court Sets $1-Mil. Bond for Settlement Trustee
---------------------------------------------------------------
On September 22, 2011, the U.S. Bankruptcy Court for the District
of Delaware conducted a status conference hearing on the
Confirmed Second Amended Chapter 11 Plan of Reorganization of
Catholic Diocese of Wilmington, Inc.

At the status conference, counsel for the Official Committee of
Unsecured Creditors asked that the Court to establish the amount
of the Settlement Trustee's bond that is required by Section
6.1.1 of the Catholic Diocese of Wilmington, Inc. Settlement
Trust Agreement for Qualified Settlement Trust.

The Court, having considered the representations of the
Committee's counsel regarding the amounts to be received by the
Settlement Trust and the length of time that certain balances
will be held by the Settlement Trust, ruled that the Settlement
Trustee will serve with a bond amounting $1,000,000.

The amount is subject to adjustment by further order of the
Court.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

Judge Christopher Sontchi confirmed the Second Amended Chapter 11
Plan of Reorganization filed by the Diocese as a settlement plan,
at a hearing held July 28, 2011.  The Plan aims to pay
approximately $77.4 million to people who were sexually abused by
priests.

Kenneth Martin and Charles W. Wiggins, two priests accused of
sexual abuse, took separate appeals to the U.S. District Court
for the District of Delaware from Judge Sontchi's July 28, 2011
order confirming the Plan.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/ or215/945-7000)


CENTURION PROPERTIES: Wants GECC Cash Collateral Until Dec. 31
--------------------------------------------------------------
Centurion Properties III, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Washington for authorization to:

   -- use the cash collateral of General Electric Capital
   Corporation until Dec. 31, 2011; and

   -- continue adequate assurance payments.

The Debtor, in its fifth request, seeks authorization to use rents
to administer the estate, meet contractual obligations, meet
payments of creditors associated with postpetition operations, and
preserve the estate for the benefit of creditors.  The lender
consented to the use of its cash collateral.

As of Sept. 1, 2011, the Debtor holds the sum of $3,662,595 in its
debtor-in-possession accounts.  The money is derived from ongoing
operations and management of the Debtor's property postpetition.

The Debtor relates that it received an appraisal and appraisal
review indicating that the fair market value of its property
interest is $87,886,000.

The Debtor proposes that adequate assurance payments remain the
same as referenced in the prior stipulated order.  Upon the prior
orders, GECC receives adequate protection payments of $330,000 per
month.  The Debtor is current on this payment.

The Debtor adds that the case is moving toward resolution.  It
negotiated a settlement with GECC is dependent upon these
contingencies:

   1. approval by GECC's creditor committee;
   2. approval by the the Bankruptcy Court after appropriate
   notice of a Bankruptcy Rule 9019 settlement agreement; and
   3. confirmation of a consensual Chapter 11 Plan by Nov. 30,
   2011.

GECC has received conditional credit committee approval.  The
adversary proceeding which seeks resolution of claims and
ownership interest disputes, is scheduled to begin hearing summary
judgment motions on Oct. 28 until Nov. 10.  Trial on the remaining
issues is scheduled for the week of Dec. 12.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring real estate
project Battelle Leaseholds located in Richland, Washington.  Its
sole asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  The United States Trustee was unable to appoint a
creditors committee in the case.  The Company estimated its assets
and debts at $50 million to $100 million.


CHARLESTON ASSOCIATES: Fry's Acquires Great Indoors Site
--------------------------------------------------------
Steve Green at Vegas Inc. reports that Fry's Electronics Inc. has
purchased a location for another store in Las Vegas, buying the
vacant Great Indoors site at Boca Fashion Village.

The report says the 20.4-acre Boca Fashion Village at 700-750
S. Rampart Blvd., north of Charleston Boulevard, is part of the
55-acre Shops at Boca Park center at Charleston and Rampart
boulevards, just south of the new Tivoli Village mixed-use center.

Mr. Green notes that in a late-August bankruptcy court filing,
Charleston Associates LLC, the owner of Boca Fashion Village, said
that under plans approved by the bankruptcy court, Fry's had
purchased the Great Indoors site on June 15.

Mr. Green says records show Fry's had agreed to buy the site for
$4.66 million, or more than $1.2 million per acre; plus pay
another $5 million to Sears, Roebuck and Co., owner of Great
Indoors, for the vacant Great Indoors building.  In addition,
Fry's planned to invest another $3 million to $5 million to
retrofit the building for use as a Fry's store.

The report notes the deal is seen by Boca Fashion Village as
crucial to it emerging from bankruptcy, as the shopping center had
been hurt by the loss of the Great Indoors as well as the closure
of Linens 'n Things.

                  About Charleston Associates

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

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

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


CHC HELICOPTER: Moody's Lowers CFR to B2; Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded CHC Helicopter S.A.'s ratings
and changed the outlook to negative. The Corporate Family Rating
(CFR), Probability of Default Rating (PDR) and the $1.1 billion
senior secured first lien notes rating were downgraded to B2 from
B1. The super-senior secured revolving credit facility rating was
downgraded to Ba2 from Ba1. CHC Helicopter S.A. is a subsidiary of
6922767 Holding S.a.r.l. (collectively CHC). This concludes the
review of CHC that began on April 8, 2011.

Downgrades:

   Issuer: 6922767 Holding S.a.r.l.

   --  Probability of Default Rating, Downgraded to B2 from B1

   --  Corporate Family Rating, Downgraded to B2 from B1

   Issuer: CHC Helicopter S.A.

   -- Senior Secured Bank Credit Facility, Downgraded to Ba2 from
      Ba1

   -- Senior Secured Regular Bond/Debenture, Downgraded to B2,
      LGD4, 53% from B1, LGD3, 47%

Outlook Actions:

   Issuer: 6922767 Holding S.a.r.l.

   -- Outlook, Changed To Negative From Rating Under Review

   Issuer: CHC Helicopter S.A.

   -- Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

The downgrade and negative outlook reflect the company's volatile
operating results and expectation of continued high leverage, and
the ongoing need to re-finance leases, although progress has been
made on this front over the past several months, and the ongoing
need to arrange financing for new aircraft orders and to refinance
or extend existing leases. The company's current management team
is focused on reducing costs, entering economic contracts and
establishing a framework to fully collect on the full terms of
contracts, areas that have taken a back seat to outright growth in
the past. This ongoing restructuring while the company continues
to grow and reposition its business will take time to implement.
Moody expects variable earnings and cash flow and continued high
leverage during this period.

CHC has greatly reduced its exposure to required lease covenant
waivers and amendments and expiring leases over the past several
months, but will continue to face lease maturities. Current
liquidity is sufficient to meet lease maturities that are not
renewed for the remainder of fiscal 2012.

The B2 CFR reflects CHC's high leverage, a complex portfolio of
aircraft operating lease agreements, a complex corporate structure
and inherent cyclicality in the oil and gas services sector. The
B2 CFR favorably reflects CHC's longstanding customer
relationships and three to five year contracts with highly rated
oil and gas companies in its offshore oil and gas support
business, which comprises about 75% of revenue, and the government
contracts in the search and rescue (SAR) and emergency medical
services businesses. The rating also considers CHC's large fleet
of high quality medium and heavy aircraft, its geographic
diversity, and that approximately 66% of CHC's flying revenue is
derived from fixed monthly fees.

CHC finances about 63% of its fleet of 265 aircraft with off-
balance sheet operating leases and sociated asset value guarantees
adding US$1.1 billion to reported fiscal 2011 debt. In combination
with an unfunded pension obligation of US$90 million, CHC's
adjusted debt totals approximately US$2.5 billion, and debt to
adjusted EBITDA a very high 7x.

CHC has adequate liquidity. Internally generated cash flow and
cash balances should cover working capital requirements and capex
for aircraft lease financing and aircraft lease buyouts through
fiscal 2012 (April 30, 2012). Moody estimates negative free cash
flow for the company's 2012 fiscal year of about US$140 million.
As of July 31, 2011, the company had approximately US$44 million
of cash and US$155 million available (after letters of credit)
under its US$330 million revolving credit facility, which matures
in 2015. Moody believes this availability may be reduced as of
mid-September 2011 due to utilization to buy out certain leases,
but in combination with the proceeds of asset sales will be
sufficient to cover the negative free cash flow and the buyout of
expiring leases, if necessary. The revolver has one financial
covenant (maximum super senior debt/EBITDA of 2.5x), with which
the company should be comfortably in compliance in 2011 and 2012.
However, the company has restrictive covenants on certain of its
aircraft lease facilities.

The negative outlook could be changed to stable when it is clear
that the company's financing needs, both in terms of new aircraft
financing and existing lease covenant compliance and renewals, can
be comfortably met over a forward looking period of at least 18
months, and when leverage as measured by debt to EBITDA appears
poised to reduce below the 6x range. A rating upgrade would be
dependent on leverage trending to the 5x range and a forward view
of two to three years of stability in each of the company's lease
portfolio, management and execution of the business plan. The
rating could be downgraded if leverage does not appear to be
headed below 6.5x through fiscal 2013 or if the company again
finds itself requiring multiple covenant amendments and waivers
and lease renewals.

The principal methodology used in rating 6922767 Holding S.a.r.l.
was the Global Oilfield Services Rating Industry Methodology
published in December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

CHC Helicopter S.A. and 6922767 S.a.r.l. are registered in
Luxemburg and headquartered in Vancouver, British Columbia.
Collectively they are a significant provider of helicopter
services to the offshore exploration and production industry, with
operations in over 26 countries.


CHINA GREEN: Posts $43,100 Net Loss in Second Quarter
-----------------------------------------------------
China Green Creative, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $43,135 on $406,918 of revenues for
the three months ended June 30, 2011, compared with a net loss of
$118,263 on $270,670 of revenues for the same period of 2010.

For the six months ended June 30, 2011, the Company had net income
of $69,262 on $1.1 million of revenues, compared with a net loss
of $786,205 on $572,068 of revenues for the same period last year.

The Company's balance sheet at June 30, 2011, showed $5.3 million
in total assets, $7.4 million in total liabilities, and a
stockholders' deficit of $2.1 million.

Madsen & Associates CPA's, Inc., in Salt Lake City, says China
Green Creative, Inc., does not have the necessary working capital
to service its debt and for its planned activity, which raises
substantial doubt about the Company's ability to continue as a
going concern.

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

                       http://is.gd/7JbAxy

Shenzhen, China-based China Green Creative, Inc., a Nevada
Corporation, was incorporated on Aug. 17, 2006, under the name of
Glance, Inc.  On Jan. 21, 2009, the Company changed its name to
China Green Creative, Inc.  CGC and its subsidiaries are
principally engaged in the distribution of consumer goods in the
People's Republic of China.


CIMA LLC: Files Schedules of Assets and Liabilities
---------------------------------------------------
CIMA, L.L.C. filed with the Bankruptcy Court for the Southern
District of Florida its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $17,000,000
  B. Personal Property            $1,435,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $7,075,214
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,207,579
                                 -----------      ----------
        TOTAL                    $18,435,000      $8,282,783

                          About CIMA LLC

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

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011.  Judge Raymond B. Ray presides over
the case.  Leslie Gern Cloyd, Esq. at Berger Singerman, P.A.
represents the Debtor in its restructuring effort.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.  The petition was
signed by J. Marion Uter, manager.


CONGRESSIONAL HOTEL: Proposes to Sell Assets for $18 Million
------------------------------------------------------------
Congressional Hotel Corporation and Casco Hotel Group, LLC, ask
the U.S. Bankruptcy Court for the District Of Maryland to approve
the agreement of sale whereby 1775 Rockville Pike LLC will acquire
all of the assets.

The Debtors relate that on Aug. 23, 2011, the Debtors entered into
an agreement of sale with 1775 Rockville, a Delaware Limited
Liability Company, to sell the property and other rights, titles
and interests.

The salient terms of the agreement of sale includes:

Assets to be Sold:             At the closing the seller will
                               transfer to the purchaser, free
                               and clear of all liens, claims,
                               interests, and encumbrances of
                               every kind, all of the assets,
                               including, without limitation, the
                               property and CHC personalty.

Purchase Price:                The purchaser agrees to pay
                               $18,000,000.

Deposit:                       As of the date of the motion, the
                               purchaser has deposited $350,000
                               with the escrow agent.  Upon the
                               expiration of the inspection
                               period, the purchaser will deposit
                               an additional $150,000 with the
                               escrow agent.  The escrow agent
                               will hold the deposit in accordance
                               with the terms of the agreement of
                               sale and the escrow agreement.

No Assumed Liabilities:        The purchaser will not assume any
                               of the seller's debts, liabilities
                               and other obligations with respect
                               to the assets and seller will
                               continue to be responsible for
                               liabilities, other than (i) those
                               arising after the closing under any
                               contract that the purchaser
                               specifically assumes under the
                               agreement of sale; and (ii) other
                               liabilities, if any, specified in
                               the agreement of sale.

Assigned Contracts:            Within five days after the
                               expiration of the inspection
                               period, but in all events at least
                               30 days prior to the hearing on the
                               sale motion, the purchaser will
                               determine which assigned contracts
                               it intends to assume (including the
                               Mervis Lease).

The proposed sale to the purchaser reflects the highest and best
price for the assets.

Due to the extensive negotiations and due diligence conducted by
the purchaser, the agreement of sale also includes certain
protections for the purchaser, and if the Debtors accept an offer
other than the offer of the purchaser, then the purchaser is
entitled to receive, as a condition to closing a sale to a third
party, at the closing of such sale and directly from the purchase
thereof, a break-up fee in the amount of $540,000, which
represents compensation for the purchaser's reasonable and actual
expenses.

The Debtors have agreed to place the net proceeds of the sale
(after payment of the Citizens Bank of Pennsylvania's secured
claim -- $14,053,752) in their respective debtor-in-possession
accounts and use such proceeds to pay the remaining claims in
their respective cases in accordance with the priorities
established by the Bankruptcy Code.  In the event the agreement of
sale does not close, the Debtors, through their broker, intend to
continue to market the property and believe they will be able to
sell the property within the next six months.  In the meantime, in
the event the agreement of sale does not close, the Debtors have
sufficient income in order to continue to make timely adequate
protection payments to Citizens.

         About Congressional Hotel and CASCO Hotel Group

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

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

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

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


CONTINENTAL COMMON: Add'l Adequate Protection for PNC Approved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Continental Common, Inc., to:

   -- access PNC Bank, N.A.'s cash collateral until Dec. 30, 2011;
   and

   -- grant additional adequate protection for PNC in exchange for
   PNC's consent to the Debtor's use of cash collateral.

Pursuant to certain notices filed by the Debtor and PNC, the
Debtor's authority to use the cash collateral of PNC was
previously extended to Sept. 30, 2011.

On July 19, 2011, the Bankruptcy Court approved the amended
Disclosure Statement explaining the Plan of Reorganization dated
as of June 14, 2011.  The Plan was proposed by the Debtor and PNC.

In this relation, the Debtor has requested that PNC consent to a
continuance of the cash collateral use until the confirmation
hearing on the Plan.  In exchange for PNC's agreement to continue
to the confirmation hearing, the parties have agreed to modify,
subject to approval by the Court, the cash collateral order to
reflect these terms:

   a. The Debtor will immediately transfer $205,346 to PNC as
   adequate protection.

   b. Transcontinental Realty Investors, Inc., the former equity
   interest owner of the Debtor, will transfer $205,346 to the
   Debtor within five business days of the transfer by the Debtor
   of the additional adequate protection payment to PNC.

The Court also ordered that PNC will support confirmation of the
Plan; provided, however, that PNC's agreement to support
confirmation of the Plan will terminate upon the filing with the
Court of a notice by PNC that any of the below termination
events has occurred:

   i) it is no longer feasible for all transactions that are to be
   consummated in connection with and under the Plan to be fully
   consummated on or prior to 5:00 p.m., prevailing Central time,
   on Dec. 30, 2011, as determined by PNC in its sole and absolute
   discretion; or

  ii) a material adverse change as determined by PNC in its sole
   and absolute discretion.

PNC is represented by:

         William L. Wallander, Esq.
         Bradley R. Foxman, Esq.
         VINSON & ELKINS L.L.P.
         Trammell Crow Center
         2001 Ross Avenue, Suite 3700
         Dallas, TX 75201-2975
         Tel: (214) 220-7700
         Fax: (214) 220-7716
         E-mail: bwallander@velaw.com
                 bfoxman@velaw.com

                     About Continental Common

Dallas, Texas-based Continental Common, Inc., has primary assets
consisting of various real estate holdings in multiple states.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 10-37542) on Oct. 28, 2010.  Melissa S.
Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, represents
the Debtor.  The Company disclosed $29,250,424 in assets and
$25,150,836 in liabilities.  The U.S. Trustee has not appointed
creditors' committee or examiner in the case.


CRYSTAL CATHEDRAL: Has Until Oct. 31 to Raise $50 Million
---------------------------------------------------------
Ravelle Mohammed at Christian Post reports that officials at
Crystal Cathedral have until Oct. 31, 2011, to come up with the
$50 million owed in debts or risk losing the glass worship
facility to a Catholic archdiocese or another prospective buyer.

According to the report, almost 400 creditors received a timeline
to vote on the sale plan for the megachurch, which has already
attracted several offers -- the highest bid coming from the Roman
Catholic Diocese of Orange for $53.6 million.  Crystal Cathedral
administrators and the committee of creditors have until Oct. 31
to decide on an actual buyer.

                      About Crystal Cathedral

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

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

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

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


DEL MONTE: Fitch Affirms 'B' Long-Term Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has taken several rating actions on Del Monte
Corporation (Del Monte) -- a wholly-owned subsidiary of Blue
Acquisition Group, Inc.

The following ratings have been affirmed:

  -- Long-term IDR at 'B';
  -- $750 million asset-based revolver (ABL) at 'BB/RR1';
  -- $2.7 billion secured term loan B at 'BB/RR1'.

Due to Fitch's recovery analysis, the following rating has been
downgraded:

  -- $1.3 billion senior unsecured notes to 'CCC/RR6' from
     'B-/RR5'.

The Rating Outlook has been revised to Stable from Positive. At
July 31, 2011, Del Monte had approximately $4.0 billion of total
debt.

Rating Rationale:

Del Monte's ratings reflect its high financial leverage,
competitive EBITDA margins, and good cash flow generation.
Additionally, Del Monte holds No. 1 and No. 2 market share
positions in categories facing favorable demographic trends.  The
$7 billion plus processed produce industry should benefit from
growing demand for healthy food while the $18 billion plus pet
food and snacks business continues to grow with increasing
household dog and cat ownership.

During the fiscal year ended May 1, 2011, Pet Products and
Consumer Products represented 49% and 51% of Del Monte's $3.7
billion of sales, respectively.  These segments comprised 68% and
32% of the firm's $557.7 million of operating income excluding
corporate expenses during the same period.  The operating margin
for Del Monte's pet operation and consumer food business has
averaged approximately 18% and 9%, respectively, since fiscal
2007.

Del Monte is experiencing top line weakness and absorbing higher
cost in both the Pet Products and Consumer Products segments.
During the first quarter ended July 31, 2011, consolidated sales
fell 3.5% to $776.2 million. Drivers of the revenue decline
include 3.3% of new product volume and 2.3% of pricing offset by a
7.1% decline in existing product volume and a 2.0% decline due to
trade spend/price elasticity.  Operating income, inclusive of
corporate expenses, was 58.7% lower at $49.3 million due primarily
to lower sales and higher grain, protein and other ingredient
costs.

Fitch is especially concerned about Del Monte's ability to return
to historical levels of profitability in its higher margin pet
operations.  Del Monte has indicated that inflation was
approximately 10% during the first quarter of fiscal 2012.  Fitch
believes productivity savings, targeted at $90 million plus for
the year, and pricing can partially offset inflation in 2012.
However, aggressive promotions by larger competitors in Pet
Products could limit Del Monte's on-going pricing ability.  This
could slow the company's earnings and cash flow growth along with
the pace of debt reduction currently anticipated by Fitch.

Credit Statistics and Cash Flow:

For the latest 12-month (LTM) period ended July 31, 2011, total
debt-to-operating EBITDA was 6.7 times (x). Operating EBITDA-to
gross interest expense was 3.9x and funds from operations (FFO)
fixed charge coverage was 2.3x. LTM free cash flow was $206.8
million. Del Monte does not currently pay dividends.

Del Monte's leverage is trending slightly higher than Fitch had
projected due to disappointing operating performance during the
most recent fiscal first quarter.  Fitch expects Del Monte's total
debt-to-operating EBITDA to approximate 7.0x for fiscal 2012 and
then decline to the low 6.0x range in fiscal 2013.  Commodity cost
pressure combined with a lag in pricing is likely to cause
leverage to temporarily increase from the current LTM level.  Debt
reduction is anticipated in fiscal 2013 due to mandatory term loan
debt repayment covenants discussed below.

Del Monte generates most of its cash flow during the second half
of its fiscal year because seasonal working capital requirements
peak in the second quarter.  Cash flow during the first quarter
ended July 31, 2011 was augmented by the receipt of a $44.0
million merger-related tax refund. Fitch expects Del Monte to
generate FCF in excess of $200 million in fiscal 2012.  Annualized
FCF of $100 million - $150 million is anticipated beyond the
current fiscal year.

Rating Triggers and Recovery Ratings:

Fitch is monitoring Del Monte's price realization and commodity
cost exposure closely.  A continuation of current operating trends
or declines in operating cash flow could result in negative rating
actions.

Total debt-to-operating EBITDA above 7.0x and materially lower
than expected FCF generation could result in a downgrade.
Conversely, leverage meaningfully below 6.0x due to improvement in
operating margins, good FCF generation, and debt reduction could
result in positive rating actions.

The 'RR1' Recovery Rating on Del Monte's secured facilities
indicates that Fitch views recovery prospects on these obligations
as outstanding at 91% or better.  The 'RR6' rating assigned to the
company's senior unsecured notes denotes Fitch's belief that
recovery would be poor at 10% or less if the bonds went into
default.  The downgrade was caused by the effect of lower
operating earnings on Del Monte's estimated enterprise value.

Liquidity and Maturities:

Del Monte's liquidity is viewed as adequate.  The company had
$246.4 million of cash and $521.9 million of revolver
availability, after considering $38.2 million of letters of
credit, at July 31, 2011.  Del Monte's undrawn ABL revolver, which
matures March 8, 2016, had a borrowing base of $560.1 million.

Scheduled maturities of long-term debt are manageable.  At July
31, 2011, Del Monte had $20.2 million in obligations due fiscal
2012 and $27 million due annually through fiscal 2017.  The
company's $2.7 billion term loan amortizes quarterly at a rate of
0.25% on outstanding principal until maturity on March 8, 2018.

Collateral and Significant Debt Terms:

Del Monte's ABL revolver has a first-priority lien on accounts
receivable and inventory and a second-priority lien on
substantially all other assets.  The company's secured term loan
has a first-priority lien on substantially all non-ABL first
priority assets and a second-priority lien on inventories and
accounts receivable.

Del Monte is not subject to a maximum leverage or minimum EBITDA
covenant.  The ABL revolver is bound by a springing fixed-charge
coverage ratio of 1.0x if availability falls below a certain
threshold.  The term loan facility has mandatory prepayment
provisions.  Commencing in the fiscal year ending April 29, 2012,
and payable in the first quarter of fiscal 2013, 50% of annual
excess cash flow (as defined by the agreement) must be used to
prepay the term loan.  The percentage is reduced to 25% if
leverage is 5.5x or less and to 0% if leverage is equal to or
below 4.5x.


DESMARAIS ENERGY: Files for Bankruptcy under BIA as Cash Seized
---------------------------------------------------------------
Desmarais Energy Corporation said that it has filed with the
Office of the Superintendent of Bankruptcy a Notice of Intention
to File a Proposal under the Bankruptcy and Insolvency Act
(Canada).  As a consequence of such filing, any and all recourses
of creditors are stayed for an initial period of 30 days.

Desmarais has taken this action in light of recent enforcement
actions taken by its largest unsecured creditor, whereby that
creditor has seized Desmarais' cash balances, leaving Desmarais
unable to meet its day to day obligations as they come due.
Although this enforcement action and the underlying claim of the
unsecured creditor are disputed by Desmarais, the Company has
taken this action under the BIA as the most expeditious and
economical manner of addressing the interests of its creditors and
allowing it to carry on its operations.

Desmarais expects to file a formal proposal under the BIA, setting
forth a comprehensive plan for payment to Desmarais' creditors in
due course.

This filing has been taken by Desmarais with the full support of
its secured creditor.

The trustee named in the notice of intention is Hardie & Kelly
Inc., of Calgary, Alberta.

Based in Calgary, Canada, Desmarais Energy Corporation is a junior
oil and gas exploration and production company, engages in the
exploration, development, production, and acquisition of oil and
gas reserves in western Canada.


DOLPHIN SUBSIDIARY: Fitch Assigns 'BB+ Rating on Senior Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Dolphin Subsidiary
II, Inc.'s (Dolphin) senior notes issuance.  The Rating Outlook is
Stable.

Dolphin is a special purpose entity that is a wholly owned
indirect subsidiary of the AES Corporation (AES).  The proceeds
from the senior notes due 2016 and 2021 will be used to partially
finance AES' pending acquisition of DPL Inc. (DPL); AES has
already raised $2.05 billion of permanent acquisition financing at
the parent level.  Prior to the merger close, the proceeds from
the offering will be deposited in an escrow account.  If the
merger does not close on or before Sept. 30, 2012, the amounts
held in escrow will be used to redeem the notes at 101% plus
accrued and unpaid interest.

Dolphin has been created for the sole purpose of issuing
acquisition financing. Upon consummation of the merger, Dolphin
will merge into DPL and the notes will become senior unsecured
obligations of DPL.  The 'BB+' ratings of the notes reflect
Fitch's expected ratings for DPL's senior unsecured debt following
consummation of the merger.  The expected ratings are based on the
proposed terms of the AES acquisition, which include an additional
$1.25 billion of senior unsecured debt at DPL.  Pro forma for the
completion of the acquisition, DPL's consolidated capital
structure would include approximately $2.5 billion of long-term
debt and $22.9 million of preferred stock.  Please refer to
Fitch's press release 'Fitch Expects to Downgrade DPL's Unsecured
Debt to 'BB+'; Maintains Watch Negative Pending AES Deal' dated
June 17, 2011 for additional details.

Fitch is maintaining the Rating Watch Negative for DPL and Dayton
Power & Light (DP&L). The Rating Watch would be resolved following
the completion of the acquisition.

Fitch assigns the following ratings:

Dolphin Subsidiary II, Inc.

  -- Senior unsecured notes 'BB+'.

Fitch maintains the following ratings on Rating Watch Negative:

DPL Inc.

  -- Long-term Issuer Default Rating (IDR) 'BBB+';
  -- Senior unsecured notes 'BBB+';
  -- Short-term IDR 'F2'.

Dayton Power & Light Company

  -- Long-term IDR 'BBB+';
  -- Senior secured debt 'A';
  -- Preferred stock 'BBB';
  -- Short-term IDR & Commercial paper 'F2'.

DPL Capital Trust II

  -- Junior subordinated debt 'BBB-'.


DREIER LLP: Judge OKs Trustee's $52M Deal With Hedge Fund
---------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Stuart M. Bernstein cleared a $52 million settlement Friday
between the trustee overseeing the liquidation of Dreier LLP and a
hedge fund that fell victim to a Ponzi scheme perpetrated by the
defunct law firm's imprisoned founder.

Law360 relates that Judge Bernstein approved the deal, which
reduces Eton Park Capital Management's $84 million in claims
against Dreier by nearly 38 percent.

In return, trustee Sheila M. Gowan has agreed to drop nearly
$4 million in preference and fraudulent transfer claims against
the hedge fund, Law360 says.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DUNHAM'S BAY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dunham's Bay Boat Company, Inc.
        10 Dunham's Bay Road
        Lake George, NY 12845

Bankruptcy Case No.: 11-12959

Chapter 11 Petition Date: September 22, 2011

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Christian H. Dribusch, Esq.
                  WHITEMAN OSTERMAN & HANNA LLP
                  One Commerce Plaza
                  Albany, NY 12260
                  Tel: (518) 487-7600
                  Fax: (518) 487-7777
                  E-mail: cdribusch@woh.com

Scheduled Assets: $3,500,002

Scheduled Debts: $1,282,130

The Company’s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nynb11-12959.pdf

The petition was signed by Karen S. Howard, director/president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Karen S. Howard                       11-11478            05/11/11


EDUCATE INC: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Educate, Inc.'s B3 corporate
family rating and probability of default rating. Moody's also
affirmed the B3 rating on the senior secured term loan. The
ratings outlook was revised to negative from stable.

Ratings affirmed:

Corporate family rating at B3;

Probability of default rating at B3;

$74 million second lien term loan due 2014 at B3 (LGD3, 44%).

RATINGS RATIONALE

The outlook revision reflects soft enrollment trends, which
continue to constrain Educate's operating performance. While
EBITDA only modestly declined for the first half of 2011 relative
to the same period in 2010, the leverage covenant that governs the
term loan progressively tightens over the next twelve months. As
such, Moody's is concerned over the company's ability to maintain
compliance with this ratio. Moody's views Educate's liquidity
profile as weak not only because of potential covenant issues, but
also because it continues to operate without a revolving credit
facility. However, the company expects to close on a new revolving
credit facility in the short-term.

The B3 corporate family rating reflects Educate's small scale, the
challenging operating environment, soft revenue trends, and the
competitiveness of the pre-kindergarten through 12th-grade
tutoring business, both from corporate providers and individual
teachers. The rating is supported by credit metrics that are good
for the ratings category, the company's repositioning as a
franchise model, substantial brand value, as well as high
operating margins and low maintenance capital expenditures.

The negative outlook reflects Moody's concern over Educate's
ability to maintain compliance with the financial covenant
governing the term loan.

The ratings could be downgraded if operating performance remains
weak and/or if Educate is unable to timely address any potential
covenant issues.

Moody's could revise Educate's ratings outlook to stable if it
improves its operating performance, closes on a new revolving
credit facility, and enhances covenant cushion.

The principal methodology used in rating Educate, Inc. was the
Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Baltimore, Maryland, Educate, Inc. is an
education services company for students ranging from pre
kindergarten through high school. The company's provides
customized supplemental, remedial and enrichment programs in
reading, writing and mathematics under the Sylvan Learning Centers
brand.


ENERGY AND POWER: Seeks Chapter 11 Protection
---------------------------------------------
Dow Jones' DBR Small Cap reports that Energy and Power Solutions
Inc., which helps companies like Avon and Kraft Foods reduce their
energy use, sought Chapter 11 bankruptcy protection.


EVERGREEN SOLAR: Taps Hilco Industrial as Exclusive Sales Agent
---------------------------------------------------------------
BankruptcyData.com reports that Evergreen Solar filed with the
U.S. Bankruptcy Court a supplemental motion to retain Hilco
Industrial (Contact: Joseph A. Malfitano) as exclusive marketing
and sales agent for the sale of certain of the Debtors' assets for
5% of the gross proceeds or 6% to the extent that there is a
corporate banker involved.

                       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.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Pepper Hamilton as Delaware
counsel and Kramer Levin Naftalis & Frankel as counsel.


FAIRMOUNT MINERALS: S&P Puts 'BB-' CCR on Watch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services said all of its ratings on
Fairmount Minerals Ltd., including the 'BB-' corporate credit
rating, are on CreditWatch with positive implications. The
CreditWatch listing indicates a one-in-two likelihood that
Standard & Poor's will upgrade the company after review.

"The positive CreditWatch listing reflects our expectation that
the frac sand producer's operating performance this year will be
better than we previously expected," said Standard & Poor's credit
analyst Maurice Austin. This is in large part due to robust
natural gas shale drilling creating solid frac sand demand; the
company's capacity expansions also contribute, given the tight
supply for sand used in oil and gas drilling.

"In resolving the CreditWatch listing, we will evaluate the
company's prospects for sustaining its recent operating
performance. We will also consider the company's financial and
operating strategies, financial policies, and our outlook for
market conditions," Mr. Austin continued.

Standard & Poor's expects to resolve the CreditWatch within the
next 90 days. Any upgrade would likely be limited to one notch.


FIRST CAROLINA: Stockholders Approve Liquidation Plan
-----------------------------------------------------
citybizlist reports that according to a regulatory filing, at a
meeting of stockholders of First Carolina Investors, Inc. held on
Sept. 21, 2011, stockholders considered the proposal recommended
by the Board of Directors of the Company to liquidate and dissolve
the Company, pursuant to a Plan of Distribution and Liquidation.

According to citybizlist, a majority of the Company's stockholders
approved and adopted the Liquidation and the Plan.  Accordingly,
the Company will proceed with the Plan as described in the proxy
materials presented at the stockholder meeting.

Effective immediately, citybizlist relates, the Company will not
engage in any further business activities, except to wind up its
business, transfer its cash assets to stockholders and a
liquidating trust, and convert its portfolio securities to cash
for ultimate distribution to stockholders.

The Trust will be established on or about Oct. 7, 2011. The
Company, says citybizlist, expects to make an initial liquidating
distribution of cash to stockholders and to the Trust no later
than Dec. 31, 2011.  The Board of Directors anticipates that these
distributions to stockholders and the Trust will be made
simultaneously, citybizlist adds.

First Carolina Investors, Inc. is a close-ended business trust.
The firm invests in the public equity and fixed income markets of
the United States. It makes its investments in the securities of
companies operating across diversified sectors. The firm primarily
invests in common and preferred stocks and debentures. First
Carolina Investors was founded in 1971 and is based in Fort Mill,
South Carolina.


GALP WATERS: Does Not Consent to Debtors' Use of Cash Collateral
----------------------------------------------------------------
Ballinteer, LLC, has advised the U.S. Bankruptcy Court for the
Southern District of Texas and all parties-in-interest of its non
consent to GALP Highcross Limited Partnership and GALP Waters
Limited Partnership's use of any of its cash collateral, and
requests that the Debtors immediately segregate and account for
all of its cash collateral.

Counsel for Ballinteer, LLC, may be reached at:

         John Quinlan, Esq.
         12500 Dunlap
         Houston, TX 77035
         Tel: (713) 729-9975
         Fax: (773) 729-9465
         E-mail: quinlanjo@aol.com

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  Matthew Hoffman, Esq., at the Law
Offices Of Matthew Hoffman, P.C., in Houston, represents the
Debtor in its restructuring effort.

In its schedules, GALP Waters Limited Partnership disclosed
$15,933,583 in assets and $15,193,950 in liabilities.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.


GATEWAY METRO: Wants to Hire Skeehan & Company as Accountant
------------------------------------------------------------
Gateway Metro Center, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Skeehan &
Company, a professional corporation as its accountant.

Skeehan will provide accounting and tax preparation services to
the Debtor including:

   1. monthly closing of books, reconciliation of accounts,
   journal entries and financial statement preparation;

   2. preparation of annual tax returns, including k-1 schedules
   for each of the members of the Debtor; and

   3. monthly management meeting with Joseph Skeehan to review all
   financial statements.

Prepetition, Skeehan has received compensation of $3,600 for
quarterly accounting services, $2,750 for annual tax preparation
services and $2,000 for site visits.  Skeehan has not received any
retainer for its services in the case.

Pursuant to the Fixed Price Agreement, the Debtor agrees to pay
Skeehan these fixed fees:

   1) $900 per quarter for accounting services, with the first
   payment due at the end of October and continuing each quarter
   until final disposition of the chapter 11 case;

   2) $2,750 for annual tax preparation services; and

   3) $1,100 per bi-annual site visit to the Debtor's property
   manager in connection with tax preparation services.

The Fixed Price Agreement also includes ongoing access to Skeehan
for accounting, tax and business advice and unlimited consultation
and phone and fax support regarding accounting assistance.  In the
event the Debtor requires accounting or tax services beyond the
scope of the Fixed Price Agreement, including, for instance,
services related to a tax audit, Skeehan has agreed to perform
additional work at a mutually agreed upon price before the service
is provided.  To the extent the additional fees exceed $750 for
any individual service or $2500 per quarter in the aggregate, the
Debtor will file with the Bankruptcy Court written notice of the
proposed additional fees.

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

                     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.


GATEWAY METRO: Wants to Hire FTI Consulting as Financial Advisors
-----------------------------------------------------------------
Gateway Metro Center, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ FTI
Consulting, Inc., together with its wholly-owned subsidiaries,
agents and independent contractors as financial advisors.

FTI Consulting will, among other things:

   -- assist with information and analyses required pursuant to
   the Debtor's proposed debtor-in-possession financing including
   preparation for hearings regarding the use of cash collateral
   and DIP financing;

   -- assist with the identification and implementation of short-
   term cash management procedures; and

   -- assist with the identification of executory contracts and
   leases and performance of cost/benefit evaluations with
   respect to the affirmation or rejection of each.

FTI received a prepetition retainer of $46,672.  In addition, as
of Sept. 6, 2011, the date on which the Debtor filed its
bankruptcy petition, FTI had rendered and been paid for financial
advisory services and incurred expenses in connection with the
Debtor in the amount of $120,874.  FTI is informed that a portion
of the retainer and prepetition amounts paid were advanced to the
Debtor by Flying Tigers, LLC, an affiliate of the Debtor.  The
funds were advanced as a loan by Flying Tigers to the Debtor, and
FTI does not have any client relationship with Flying Tigers.

The Debtor related that FTI has agreed to reduce its hourly rate
to a maximum of $725 per hour through the end of 2011.  The hourly
rates of FTI's personnel are:

         Senior Managing Directors            $780 - $895
         Directors and Managing Directors     $560 - $745
         Consultants and Senior Consultants   $280 - $530
         Administrative and Paraprofessionals $115 - $230

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

                     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 scheduled
$32,570,485 in assets and $22,338,135 in debts.  The petition was
signed by John F. Pipia, its president.


GATEWAY METRO: Taps Colliers International as Leasing Broker
------------------------------------------------------------
Gateway Metro Center, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Colliers
International, Inc., as leasing broker.

The Debtor has two primary assets (1) a 121,462 square foot, 11
story office building and land located in the City of Pasadena,
California, including the rights to develop further the land on
which Gateway Metro Center is located, and (2) an 8,000 square
foot parcel of land immediately abutting the office building.

The Debtor relates that it has used Colliers as its primary
leasing broker for over two years and Colliers is familiar with
the property and the relevant leasing market.

Colliers will receive these commissions:

   1) in the event that no other broker is involved in procuring
   the new tenant, a commission calculated at 4.0% of the total
   base rent for up to 60 months in which base rent is to be paid;
   2.0% of the total base rent for up to the next 60 months in
   which base rent is to be paid, plus 1.0% of the total base rent
   for the remainder of the term; and

   2) in the event that another broker assists in finding a new
   tenant, a commission calculated at 6% of the total base rent
   for up to the first 60 months in which base rent is to be paid;
   3% of the total base rental for up to the next 60 months in
   which base rent is to be paid, plus 1.5% of the total base
   rental for the remainder of the term.

Pursuant to the Agreement, if another broker assists in procuring
a new tenant, Colliers is authorized to share its Commission with
other brokers in any manner acceptable to Colliers and such other
brokers.  The Commission is payable 1/2 upon execution of a lease
and 1/2 upon lease commencement and the tenant taking possession
of its premises.  The Debtor believes that the percentages and
timing of the payment of the Commissions are standard within the
industry and the amount of the Commission is an acceptable rate
for a broker with commensurate experience leasing property.

Shadd Walker, senior vice president of Colliers, assures the Court
that the firm is a "disinterested person" as that term is defined
in section 101(14) of the Bankruptcy Code.

                     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 scheduled
$32,570,485 in assets and $22,338,135 in debts.  The petition was
signed by John F. Pipia, its president.


GRAND LAKE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Grand Lake Podiatry, Inc.
        1222 Irmscher Boulevard
        Celina, OH 45822

Bankruptcy Case No.: 11-35140

Chapter 11 Petition Date: September 22, 2011

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

Judge: Richard L. Speer

Debtor's Counsel: Steven L. Diller, Esq.
                  DILLER & RICE, LLC
                  124 E. Main Street
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  E-mail: sdiller@dillerandricellc.com

Estimated Assets: $0 to $50,000

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

The Company’s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohnb11-35140.pdf

The petition was signed by Mary K. Swonger, owner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mary K. Swonger                       11-34571            08/23/11


GULF OFFSHORE: Moody's Withdraws 'Caa2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service withdrew the Caa2 Corporate Family
Rating for Gulf Offshore Logistics Holdings LLC along with the B3
rating assigned to the proposed $75 million of second lien
floating rate notes and the Caa3 rating assigned to the proposed
$35 million third lien term B notes. The proposed note offerings
as initially structured are no longer being marketed. No other
debt of the company is currently rated.

The principal methodology used in rating Gulf Offshore Logistics
LLC was Moody's Global Oilfield Services Industry rating
methodology published in December 2009.

Gulf Offshore Logistics, LLC is headquartered in Mathews,
Louisiana.


H&S JOURNAL: Court Approves Stipulation for Use of Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the stipulation between CA 912-921 Bergen Avenue,
LLC, and H&S Journal Square Associates, LLC, on the use of CA's
cash collateral, preserving the prepetition status quo
specifically authorizing and empowering first Oritani Bank (CA's
predecessor in interest), and then CA in its own right, to collect
and disburse rents derived from the Debtor's Journal Square
Property.

As stipulated, payments will be made directly to Oritani Bank, now
as servicer for CA, which funds, when collected, will be disbursed
and/or applied by CA and/or Oritani on account of the sums due
under the Loan Documents including non-default interest, taxes,
and other charges and expenses that may be budgeted as agreed by
the parties.

A copy of the stipulation and consent order for use of cash
collateral is available for free at:

   http://bankrupt.com/misc/h&s.stipulationandconsentorder.pdf

As reported in the TCR on Aug. 10, 2011, CA 912-921 Bergen Avenue,
LLC, successor to the position of Oritani Bank through its
acquisition of Oritani's interest in the loan and loan documents
of H&S Journal Square Associates LLC, asked the Bankruptcy Court
to enter an order approving the stipulation between the H&S and CA
concerning the use of CA's cash collateral generated from the
Debtor's property located at 912-921 Bergen Avenue, Jersey City,
N.J. and Journal Square, Jersey City, N.J.

Pursuant to the stipulation, CA will generate a report reflecting
rents collected and received and how these were applied on a
monthly basis beginning with rents collected for the month of
April 2011.

Other than the taxes, insurance and budgeted carrying costs that
it will be paying out of collected rents, CA will not be required
to incur or fund any other expense on behalf of the Debtor.

As partial adequate protection to CA for the Debtor's use of CA's
cash collateral, CA may apply the rents collected to interest on
its claim at the non-default rate.  Additionally, CA is granted
first and senior replacement liens in all post-petition leases,
rents, issues, profits and proceeds, arising from the CA
Collateral and in all the cash collateral from the CA Collateral
on and after the Petition Date.

               About H&S Journal Square Associates

Based in Jersey City, New Jersey, H&S Journal Square Associates
LLC is the owner of a property at 912-921 Bergen Avenue, Jersey
City, New Jersey, the mortgage of which is held by CA 912-924
Bergen Avenue LLC, as successor to Oritani Savings Bank.  The
Property consists of 59,500 square feet in three contiguous,
3 story mixed-use buildings occupying an entire block front in the
heart of Journal Square, a busy commercial and transportation hub
in Jersey City.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 11-11623) on April 6, 2011.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, in
New York; and David S. Catuogno, Esq., at Forman Holt Eliades &
Ravin, LLC, in Paramus, N.J., represent the Debtor.  The Debtor
disclosed $20,799,032 in assets, and $18,944,510 in debts.


HOTEL AIRPORT: Court Approves Francisco Molina as Accountant
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Hotel Airport Inc. to employ Francisco J. Garrido
Molina CPA to provide accounting services, including, but not
limited to, preparing tax returns, financial projections,
auditing, and other tasks.

Mr. Molina will charge a flat rate of $2,050 ($1,400 + $650) per
month, with a $50 monthly increment for every five additional
employees that debtor adds to its payroll.  Mr. Molina will bill
$125 per hour for additional services.

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

                        About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, serves as bankruptcy counsel.  The Debtor disclosed
$8,547,993 in assets and $171,169,392 in liabilities as of the
Chapter 11 filing.  The petition was signed by David Tirri, its
president.


HOTEL AIRPORT: Court Approves Edgard Munoz as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Hotel Airport Inc. to employ Edgardo Munoz PSC as
counsel.

Upon retention, the firm, will, among other things:

   a) advise the Debtor with respect to its duties, powers, and
      responsibilities in this case under the laws of the United
      States and Puerto Rico in which debtor-in-possession
      conducts its operations,

   b) advise the Debtor in connection with determination on
      whether reorganization is feasible and if not, helping
      the Debtor in the orderly liquidation of assets, and

   c) prepare on behalf of the Debtor the necessary complaints,
      answers, orders, reports, memoranda of law and any other
      legal paper or document required in the case.

To the best of the Debtor's knowledge, Edgardo Munoz and his firm
are disinterested persons within the meaning of 11 U.S.C. Sec.
101.

The firm has received a retainer in the amount of $10,000 plus the
additional sum of $1,039 to cover filing fees, which sums were
paid by the Debtor from funds generated from the operations of its
business.  An additional sum of $10,000 has been agreed to and
will be distributed upon proper notice and hearing, and after
court authorization required, and will be held as additional
retainer to be credited with the final application for
compensation to be submitted under 11 U.S.C. Sec. 330.
Professional services will be charged at the rate of $280 per
hour plus costs and expenses.

                        About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, serves as bankruptcy counsel.  The Debtor disclosed
$8,547,993 in assets and $171,169,392 in liabilities.  The
petition was signed by David Tirri, its president.


HOTEL AIRPORT: Lizarribar-Masini Okayed as P.R. Ports Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Hotel Airport Inc. to employ the law firm Lizarribar
Masini Law Office as counsel to properly conduct the Debtor's
affairs and comply with its duties and in relation to ongoing
litigation with Puerto Rico Ports Authority.

Upon retention, the firm will, among other things:

   a. represent debtor in all matters regarding the Puerto Rico
      Ports Authority;

   b. perform such other legal services for the Debtor as may be
      required in this proceeding or in connection with the
      operation of the Debtor's business;

   c. employ other professional services, if necessary.

The firm will charge the Debtor $150 dollars per hour plus costs
as per monthly invoices.  The hourly rates are subject to change
to account for ordinary increases of the rates, but subject to
prior notice thereof.

                        About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, serves as bankruptcy counsel.  The Debtor disclosed
$8,547,993 in assets and $171,169,392 in liabilities.  The
petition was signed by David Tirri, its president.


IMUA BLUEHENS: Access to Cash Collateral Expires Sept. 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii, on Sept. 7,
2011, entered a third interim order authorizing Imua Bluhens, LLC,
authorization to use cash collateral of GCCF 2007-GG11 Ka Uka
Boulevard, LLC, and the Department of Taxation, State of Hawaii,
until the earliest of (i) the close of business on Sept. 30, 2011,
or (ii) the conclusion of the next continued hearing on cash
collateral or final hearing, subject to the termination provisions
of the third interim order.

The Debtor may use cash collateral to pay only the ordinary and
reasonable expenses of operating its businesses which are
necessary to avoid immediate and irreparable harm and the
quarterly fees payable to the United States Trustee, pursuant to a
budget.  The Debtor is not permitted to pay any professional fees,
including attorneys fees from cash collateral.

As reported in the TCR on Sept. 2, 2011, as of the Petition Date,
the Debtor is indebted to Noteholder in the original loan amount
of $10,250,000, including accrued and unaccrued interest, costs
and fees, secured by a first priority mortgage and an assignment
of rents and leases against the Debtor's property located at 94
1201 Ka Uka Boulevard, Waipahu, Hawaii, being a shopping center
commonly known as Laniakea Plaza.  The Department claims a junior
statutory liens against all of the Debtor's property, pursuant to
a Certificate of Tax Lien at the Bureau of Conveyances, State of
Hawaii dated Dec. 14, 2010.

According to the cash collateral order, as adequate protection:

    (a) Debtor will pay the Noteholder the amount of $30,000 per
month from postpetition rents, until further order of the Court.

    (b) The Noteholder and the Department are granted replacement
liens in all of the Debtor's accounts created from and after the
Petition Date and all of the Debtor's right, title and interest
under their prepetition collateral.

    (c) Subject only to a carve-out, if any, the secured loan
obligations are granted and entitled to status as an
administrative expense claim pursuant to Section 507(b) of the
Bankruptcy Code.

                       About Imua Bluehens

Honolulu, Hawaii-based Imua Bluehens, LLC, owns the Laniakea
Plaza, a commercial retail operation.  Imua Bluehens filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June
17, 2011.  Judge Robert J. Faris presides over the case.  The
petition was signed by James K. Kai, manager.  Jerrold K. Guben,
Esq., and Jeffery S. Flores, Esq., at O'Connor Playdon & Guben
LLP, in Honolulu, Hawaii, represent the Debtor as counsel.  In its
amended schedules, the Debtor disclosed $12,169,600 in assets and
$16,864,405 in liabilities.  No official committee of unsecured
creditors or other statutory committee has been formed.


INNER CITY MEDIA: Wants to Employ GCG as Administrative Agent
-------------------------------------------------------------
Inner City Media Corporation and its debtor-affiliates ask the
court for authority to employ GCG, Inc., as administrative agent
nunc pro tunc to the Petition Date.

The Debtors seek to retain GCG to provide, among other things,
these bankruptcy administrative services:

   (a) Create and maintain a publicly-accessible case
       administration website, www.gcginc.com/cases/icbc,
       containing information about the Debtors, these cases, and
       their restructuring, including but not limited to the
       posting of a claim register, key pleadings, scheduled
       hearings, and press releases;

   (b) Host a toll-free telephone hotline, (888) 579-1193, that
       provides information regarding the cases;

   (c) To the extent necessary, assist with the preparation and
       filing of the Debtors' schedules of assets and liabilities
       and statement of financial affairs;

   (d) Respond to creditor inquiries via telephone, letter, e-
       mail or facsimile, as appropriate;

   (e) Generate and provide claim reports and claim objection
       exhibits, as requested by the Debtors and their
       professionals;

   (f) Manage the preparation, compilation, and mailing of
       documents to creditors and other parties in interest in
       connection with the solicitation of a chapter 11 plan;

   (g) Manage the publication of legal notices, as requested;

   (h) Collect and tabulate votes in connection with any Plan
       filed by the Debtors and provide ballot reports to the
       Debtors and their professionals;

   (i) Generate an official ballot certification and testify, if
       necessary, in support of the ballot tabulation results;
       and

   (j) Manage any distributions made pursuant to a confirmed
       Plan.

The Debtors will pay GCG according to its standard hourly rates,
which currently are $170 to $250 for senior management; $106 to
$148 for project managers, and $38 to $93 for administrative and
clerical staff.

GCG has received an initial retainer of $25,000 from the Debtors
and will apply any unused portion of that retainer first against
all Prepetition Date fees and expenses and then against the first
application for fees and expenses that GCG will submit in these
cases.

Craig S. Johnson, GCG's senior director, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                         About Inner City

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

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

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

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.


INNER CITY MEDIA: Taps Rothschild as Financial Advisor
------------------------------------------------------
Inner City Media Corporation and its debtor-affiliates ask the
bankruptcy court for authority to employ Rothschild, Inc. as
financial advisor and investment banker nunc pro tunc to the
Petition Date.

Rothschild will:

   (a) identify or initiate potential transactions;

   (b) review and analyze the business plans and financial
       projections prepared by the Debtors including, but not
       limited to, testing assumptions and comparing those
       assumptions to historical Debtor and industry trends;

   (c) evaluate the Debtors' debt capacity in light of their
       projected cash flows and assist in the determination of an
       appropriate capital structure for the Debtors;

   (d) assist the Debtors in soliciting financing to the extent
       the Debtors require incremental financing and/or
       refinancing capital;

   (e) assist the Debtors and their other professionals in
       reviewing the terms of any proposed Transaction or other
       transaction, in responding thereto and, if directed, in
       evaluating alternative proposals for a Transaction;

   (f) determine a range of values for the Debtors and any
       securities that the Debtors offer or propose to offer in
       connection with a Transaction;

   (g) advise the Debtors on the risks and benefits of
       considering a Transaction with respect to the Debtors'
       intermediate and long-term business prospects and
       strategic alternatives to maximize the business enterprise
       value of the Debtors;

   (h) solicit proposals and review and analyze any proposals the
       Debtors receive from third parties in connection with a
       Transaction or other transaction, including, without
       limitation, any proposals for debtor-in-possession
       financing, as appropriate;

   (1) assist or participate in negotiations with the parties in
       interest, including, without limitation, any current or
       prospective creditors of, holders of equity in, or
       claimants against the Debtors or their respective
       representatives in connection with a Transaction or other
       transaction;

   (j) advise the Debtors with respect to, and attend, meetings
       of the Debtors' Board of Directors, creditor groups,
       official constituencies and other interested parties, as
       necessary;

   (k) if requested by the Debtors, participate in hearings
       before this Court and provide relevant testimony with
       respect to issues arising in connection with any proposed
       Plan; and

   (1) render (to the extent permitted by further orders of this
       Court) such other financial advisory and investment
       banking services as may be agreed upon by Rothschild and
       the Debtors.

The Debtors will pay Rothschild according to this fee structure:

   (a) Monthly Fees: Whether or not a Transaction is proposed or
       consummated, an advisory fee of $150,000 per month,
       provided, however, that beginning after the four-month
       anniversary of this Agreement, 50% of any and all future
       Monthly Fees paid by the Debtors will be credited against
       the Completion Fee.

   (b) Completion Fee: The Engagement Letter provided for a fee
       of $2,500,000, payable immediately upon the earlier of (i)
       the confirmation and effectiveness of a Plan and (ii) the
       closing of another Transaction.

   (c) New Capital Fee: A new capital fee equal to (i) 1.0% of the
       face amount of any senior secured debt raised including,
       without limitation, any debtor-in-possession financing
       raised; (ii) 2.0% of the face amount of any junior secured
       debt raised; (iii) 3.0% of the face amount of any senior
       or subordinated unsecured debt raised and (iv) 4.0% of any
       equity capital, or capital convertible into equity,
       raised, including, without limitation, equity underlying
       any warrants, purchase rights and similar contingent
       equity securities.  The New Capital Fee shall be payable
       upon the closing of the transaction by which the new
       capital is committed.  The New Capital Fee shall be
       payable only to the extent it is raised from a source that
       is outside of the Company's current capital structure,
       including without limitation, Inner City Broadcasting
       Corporation or any of its affiliates.

   (d) Reimbursement of Expenses: In addition to the Fees,
       regardless of whether any Transaction occurs, the Debtors
       will promptly reimburse Rothschild for its reasonable
       expenses incurred in connection with the performance of
       its engagement, and the enforcement of this Agreement,
       including, without limitation, the reasonable fees,
       disbursements and other charges of Rothschild's counsel.
       Reasonable expenses also include, but are not limited to,
       expenses incurred in connection with travel and lodging,
       data processing and communication charges, research and
       courier services.

   (e) Fee Cap: The aggregate amount of Fees will not exceed
       $4,000,000.

Neil A. Augustine, a senior managing director at Rothschild,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                         About Inner City

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

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

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

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.


INNER CITY MEDIA: Taps Akin Gump as Bankruptcy Counsel
------------------------------------------------------
Inner City Media Corporation and its Debtor affiliates ask the
court for authority to employ Akin Gump Strauss Hauer & Feld LLP
as counsel nunc pro tunc to the Petition Date.

The Debtors propose to employ Akin Gump to render these
professional services:

   a. advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued operation of
      their business and the management of their properties;

   b. advise the Debtors and take all necessary or appropriate
      actions at the Debtors' direction with respect to
      protecting and preserving the Debtors' estates, including
      the defense of any actions commenced against the Debtors,
      the negotiation of disputes in which the Debtors are
      involved, and the preparation of objections to claims filed
      against the Debtors' estates;

   c. draft all necessary or appropriate motions, applications,
      answers, orders, reports, and other papers in connection
      with the administration of the Debtors' estates on behalf
      of the Debtors;

   d. represent the Debtors in negotiations with all other
      creditors, equity holders, and other parties in interest,
      including governmental authorities;

   e. take all necessary or appropriate actions in connection
      with any plan of reorganization or liquidation and related
      disclosure statement and all related documents, and such
      further actions as may be required in connection with the
      administration of the Debtors' estates; and

   f. perform and advise the Debtors (as applicable) as to all
      other necessary legal services in connection with the
      Chapter 11 cases, including, without limitation, any
      general corporate legal services.

Akin Gump will be paid by the Debtors at its standard hourly rates
which currently are: $500 to $1,200 for partners; $415 to $850 for
counsel; $335 to $625 for associates; and $125 to $310 for
paraprofessionals.

Ira S. Dizengoff, Esq., a member of Akin Gump, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                         About Inner City

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

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

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

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.


INNER CITY MEDIA: Employs Garden City Group as Claims Agent
-----------------------------------------------------------
Inner City Media Corporation and its debtor-affiliates sought and
obtained authority from the court to employ GCG, Inc. as claims
agent nunc pro tunc to the Petition Date.

As claims agent, GCG will:

   a. notify all potential creditors of the filing of the
      bankruptcy petitions and of the setting of the date for the
      first meeting of creditors pursuant to section 341(a) of
      the Bankruptcy Code, under the proper provisions of the
      Bankruptcy Code and the Bankruptcy Rules;

   b. maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed
      thereto;

   c. notify all potential creditors of the existence and amount
      of its respective claims as evidenced by the Debtors' books
      and records and as set forth in the Schedules;

   d. furnish a notice of the last date for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      after such notice and form are approved by the Court;

   e. maintain a post office box for the purpose of receiving
      claims;

   f. print, copy, and serve (by mail, overnight courier,
      facsimile, e-mail, or otherwise) on the appropriate
      creditors and parties in interest any and all relevant
      notices, motions, orders and other pleadings;

   g. for all notices, file with the Clerk an affidavit or
      certificate of service which includes a copy of the notice,
      a list of persons to whom it was mailed, and the date
      mailed, within seven days of service;

   h. docket all claims received by the Clerk's office, maintain
      the official claims register for the Debtors on behalf of
      the Clerk, and, upon the Clerk's request, provide the Clerk
      with a certified duplicate, unofficial Claims Register;

   i. specify, in the Claims Register, the following information
      for each claim docketed: (i) the claim number assigned,
      (ii) the date received, (iii) the name and address of the
      claimant and agent, if applicable, who filed the claim, and
      (iv) the classification(s) of the claim (e.g., secured,
      unsecured, priority);

   j. implement necessary security measures to ensure the
      completeness and integrity of the Claims Register and the
      safekeeping of the original claims;

   k. record all transfers of claims and provide any notices of
      the transfers as required by Bankruptcy Rule 3001(e);

   l. relocate, by messenger or overnight courier, all of the
      court-filed proofs of claim to the offices of GCG, not less
      than weekly or as agreed to by the Clerk;

   m. upon completion of the docketing process for all claims
      received to date for each case, turn over to the Clerk
      copies of the claims register for the Clerk's review;

   n. make changes in the Claims Register pursuant to Court
      Order;

   o. maintain the official mailing list for the Debtors of all
      entities that have filed a proof of claim, which list shall
      be available upon request by a party-in-interest or the
      Clerk;

   p. if a case is converted to chapter 7, contact the Clerk's
      Office within seven days of the entry of the order
      converting the case;

   q. 30 days prior to the close of the Chapter 11 cases, arrange
      to have submitted to the Court a proposed Order dismissing
      the notice and claims agent and terminating the services of
      the agent upon completion of its duties and responsibilities
      and upon the closing of these Cases;

   r. file with the Court the final version of the claims
      register immediately before the close of these Cases; and

   s. at the close of the Chapter 11 cases, box and transport all
      original documents, in proper format, as provided by the
      Clerk's Office, to the Federal Archives Record
      Administration, located at Central Plains Region, 200 Space
      Center Drive, Lee's Summit, Missouri 64064.

GCG has received an initial $25,000 retainer from the Debtors for
its services and will apply same first against all prepetition
fees and expenses and then against the last bill for fees and
expenses that GCG will incur in these Cases.

Craig S. Johnson, GCG's senior director, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                         About Inner City

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

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

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

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.


J.C. EVANS: Can Obtain $2.5MM of Financing from Safeco
------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized JCE Delaware, Inc., et al.,
to:

   a) use cash collateral received from Safeco contracts for which
   Safeco issued surety bonds which funds will be held by Liberty
   Mutual Insurance Company of America or Safeco Insurance Company
   in a segregated account under an approved budget with adequate
   protection;

   b) obtain final postpetition financing from Safeco in a
   committed amount of up to $2,500,000 until Oct. 31, 2011, with
   Safeco having the ability, but not the requirement, to fund
   up to a total of $5,000,000 in its sole discretion;

   c) secure the postpetition DIP loan funds advanced by Safeco,
   to grant Safeco liens on and security interests in all of
   Debtors' owned and after acquired real and personal property to
   secure Debtors' obligations to Safeco;

   d) secure the postpetition DIP loan funds advanced by Safeco,
   to grant Safeco, with respect to the property and assets of the
   Debtors, an administrative superpriority claim;

   e) use cash collateral upon which First State Bank of Central
   Texas claims a first priority security and to grant replacement
   liens, as adequate protection, to First State Bank for the
   diminution in value of such cash collateral in the same
   validity, priority and extent to which First State Bank liens
   possessed prepetition; Safeco and Debtors have reached terms by
   which Safeco will agree to continue limited financial support
   until Oct. 31, 2011, by providing a committed Debtor-in-
   Possession loan of up to $2,500,000 subject to the terms in the
   Memorandum of Understanding.

The Debtor's' principal creditors include: (a) Safeco, for claims
for prepetition payments made to or on behalf of the Debtors in
connection with Safeco Bonded Contracts and for prepetition
secured loans for which it claims a security interest in all
assets of the Debtors; (b) unsecured trade creditors, including
creditors on contracts for which there are no surety bonds; and
(c) First State Bank, which claims a first priority secured
interest in virtually all of the assets of the Debtor, with the
exception of the Safeco Bonded Contracts.

The Debtors' real estate consists of a 700 acre quarry in
Williamson County and approximately 28 acres in and around the
Debtors' operating facility in Leander, Texas, Williamson County.
The value of these real estate assets are believed by the Debtors
to far exceed the aggregate amounts owed to the Bank.  The Bank
also has lien claims on certain heavy equipment that includes
equipment where the Bank has a first lien on equipment with a
value of over $5 million and a second lien on equipment with a
value over and above the pari passu lien treatment.

The Debtors will use the funds to complete existing construction
contracts and operate the quarry.  The Debtors will use the
$5 million from the Bonding Company to pay any shortfalls in the
costs of completing the existing construction projects and
operating the Debtors.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant:

   a. Cash Collateral Adequate Assurance: postpetition
   replacement liens on the accounts receivables generated from
   postpetition collections of receivables, and continuation of
   prepetition liens with the same effect, priority and security
   as existed prepetition.

   b. DIP Financing Loan: (i) superpriority administrative claim
   for amount of DIP loan advances; (ii) lien on unencumbered
   assets and junior lien on all other assets; (iii) lien on real
   estate assets as to which the Bank has a first lien, on a pari
   passu basis with the Bank.

The Court also ordered that by Oct. 15, 2011, the Debtors will
file and serve a new 30-day budget for the period Nov. 1, to Nov.
30, upon First State Bank, the Committee, Safeco and the U.S.
Trustee.  If no objection is filed within 5 days of service, the
final order will continue on the same terms and conditions through
Nov. 30, but in accordance with the new budget.  If an objection
to any proposed budget is filed, the Court will set a hearing to
approve same on an expedited bases.

Previously, the Hon. Craig A. Gargotta granted First State Bank's
motion to reconsider interim order granting the Debtors' motion
for interim and final permission to use cash collateral and obtain
DIP financing, and denied the Debtors the relief requested under
section 364(d).

First State Bank explained that (1) the Debtors offered
insufficient evidence to satisfy the elements required to obtain
relief; and (2) the Court erroneously applied the elements of
section 364(d) of the Bankruptcy Code.

First State Bank is represented by:

         Shad Robinson, Esq.
         Blake Rasner, Esq.
         HALEY & OLSON, P.C.
         510 North Valley Mills Drive, Suite 600
         Waco, TX 76710
         Tel: (254) 776-3336
         Fax: (254) 776-6823
         E-mail: srobinson@haleyolson.com
                 brasner@haleyolson.com

                About J.C. Evans Construction

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

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

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

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


J.C. EVANS: Hires Cox Smith as Bankruptcy Counsel
---------------------------------------------------
JCE Delaware, Inc., has been authorized by the U.S. Bankruptcy
Court for the Western District of Texas to employ Cox Smith
Matthews Incorporated as counsel effective as of the Petition
Date.

The primary attorneys and paralegal who will represent the
Debtors and their hourly rates are:

         Mark E. Andrews, shareholder         $425
         George Tarpley, shareholder          $425
         M. Jermaine Watson, associate        $340
         Aaron M. Kaufman, associate          $315
         Stephen K. Lecholop II, associate    $235
         Deborah E. Andreacchi, paralegal     $180

                  About J.C. Evans Construction

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

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

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


JAMES DONNAN: Widow Challenges Proposal to Pay $5Mln. to Creditors
------------------------------------------------------------------
Lee Shearer at OnlineAthens reports that a federal judge has set
Oct. 4, 2011, to hear an Athens widow's request to intervene in
the intertwined bankruptcy cases of former UGA football coach Jim
Donnan and an Ohio liquidation company, GLC.

According to the report, Mr. Donnan and his wife also face a
hearing on a federal bankruptcy trustee's motion to convert the
couples' bankruptcy petition from Chapter 11 to liquidation under
Chapter 7.

The report says both the trustee and lawyers for the widow,
Valerie Fennell, have challenged Donnan's proposal to pay more
than $5 million to creditors of GLC, which also has filed for
bankruptcy.  The proposal settlement unfairly favors GLC over
other creditors, say the trustee and lawyers for Valerie Fennell.

The report recounts Mr. Donnan persuaded her late husband, Stephen
Fennell, to invest $450,000 in GLC to buy inventory at the company
at a time when Fennell was dying of leukemia and unable to make
sound financial decisions, the lawyers said.

According to Mr. Fennell's lawyers, investors put $81.9 million
into GLC. The company only purchased about $11.8 million in
inventory.  Mr. Fennell's lawyers assert that Donnan knew the
money was not going into inventory, but instead was being used to
pay off earlier investors.

The report notes a trustee appointed to oversee GLC as it
undergoes bankruptcy sued the Donnans to recover some of the money
they took out of the company when GLC was under the management of
founder-owners Greg and Linda Crabtree.

                        About James Donnan

James "Jim" Donnan, III is a former University of Georgia football
coach and ex-ESPN college football analyst.  Dnonan and his wife,
Mary, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No.
11-31083) on July 1, 2011.  The filing came after Mr. Donnan
offered to pay back creditors roughly $5 million.  The creditors
wanted $8.25 million from the Donnans.

                        About GLC Limited

Proctorville, Ohio-based GLC Limited is a retail liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition.  The Debtor
disclosed $18,231,434 in assets and $28,095,356 in liabilities as
of the Chapter 11 filing.

Ronald E. Gold, Esq., and Joseph B. Wells, Esq., at Frost Brown
Todd LLC, serve as the Debtor's bankruptcy counsel.  James R.
Burritt is the Chief Restructuring Officer and Leon C. Ebbert, PC,
CPA, has been tapped as accountants.  The Official Committee of
Unsecured Creditors in GLC Limited's Chapter 11 bankruptcy case
has tapped Morris, Manning & Martin, LLP, as counsel.


JEFFERSON, AL: Lawmakers at Odds on Plan to Avoid Bankruptcy
------------------------------------------------------------
American Bankruptcy Institute reports that Alabama legislators'
opposition to higher sewer rates and new taxes could kill a
preliminary deal to keep the state's most populous county from
filing the biggest municipal bankruptcy in American history.

                     About Jefferson County

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

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

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

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

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


JEFFREY HOULIK: Santander Consumer USA Slapped With $25T Sanction
-----------------------------------------------------------------
Jeffrey and Charla Houlik filed their motion for an order to show
cause "why stay violation should not be entered," after Santander
Consumer USA, Inc., caused Mr. Houlik's work truck to be
repossessed in December 2010.  The Houliks also asked that the
truck be returned to them and that they recover their damages and
attorney's fees.  Santander succeeded the Houliks' original
lender, CitiFinancial Auto Ltd., as the servicer of the truck
loan.  The loan had been addressed and restructured in the
Houliks' confirmed chapter 11 plan.  After the plan was confirmed,
Citi assigned the servicing of its claim to Santander in September
2010.  The Houliks made all post-confirmation payments until
Santander repossessed the truck at 9:30 p.m. on Dec. 27, 2010,
after a confrontation at the Houliks' home in which Santander's
repossession agent, Darryl Johnson, pushed Mr. Houlik away from
the truck and denied him access to its contents and keys in the
course of taking it.  Mr. Houlik said he lost work opportunities
while his truck was gone.

In a Sept. 25, 2011 Memorandum Opinion, Chief Bankruptcy Judge
Robert E. Nugent held that Santander willfully violated the
discharge under the Houliks' plan by refusing to credit plan
payments to their account and relying on a default they created or
imagined, to wrongfully repossess their truck, causing them
damages and exposing them to attorney's fees and expenses. This
conduct violates 11 U.S.C. Sec. 524(a)(2) and 524(i) and
constitutes civil contempt of the Court.  Judge Nugent said the
Debtors have been damaged by Santander for $474.86.

Judge Nugent also said the Debtors are entitled to recover their
reasonable attorney's fees and expenses incurred.

Finally, in view of Santander's unexplained and clear disregard
for and disrespect of the Court's orders, and in an effort to
discourage Santander from such future conduct in this
jurisdiction, the Court granted a punitive sanction of $25,000
that may either be paid to the Debtors or credited to the Houliks'
obligation to Santander under the plan.

A copy of the Court's decision is available at http://is.gd/lVx2QI
from Leagle.com.

Jeffrey P. Houlik and Charla L. Houlik filed for Chapter 11
bankruptcy (Bankr. D. Kan. Case No. 09-12159) in July 2009.  They
filed a chapter 11 plan that October, in which they proposed to
allow Citi's secured claim in the amount of $17,305 and to repay
that amount in monthly payments of $343.  Citi did not object to
the plan and it was confirmed on Dec. 29, 2009.


KLOSTERMAN DEVELOPMENT: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Klosterman Development Corp.
        4696 Street, Route 127
        Celina, OH 45822

Bankruptcy Case No.: 11-35180

Chapter 11 Petition Date: September 23, 2011

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

Judge: Mary Ann Whipple

Debtor's Counsel: Steven L. Diller, Esq.
                  DILLER & RICE, LLC
                  124 E. Main Street
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  E-mail: sdiller@dillerandricellc.com

Estimated Assets: $50,001 to $100,000

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

The Company’s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohnb11-35180.pdf

The petition was signed by Steven R. Klosterman, president.


LACK'S STORES: Hearing for Cash Collateral Access Set for Today
---------------------------------------------------------------
Lack's Stores, Incorporated and its affiliated debtor entities ask
the U.S. Bankruptcy Court for the Southern District of Texas for
authorization to use the alleged cash collateral of The CIT
Group/Business Credit, Inc., as agent, and the senior lenders.
The Debtors request access to the cash collateral until Feb. 3,
2012.

The Debtors set a hearing today, Sept. 28, 2011, at 2:30 p.m., to
consider their request for cash collateral use.

As reported in the Troubled Company Reporter on June 16, 2011,
prepetition, Lack's Stores entered into a Second Amended and
Restated Loan and Security Agreement dated as of July 10, 2007,
with The CIT Group/Business Credit, Inc., as agent, and the other
lenders from time to time party thereto.  The Senior Credit
Agreement, with a stated maturity date of Oct. 31, 2010, is a
revolving credit facility.

As of the Petition Date, the aggregate principal amount of
advances outstanding under the Senior Credit Agreement was
approximately $86,600,000, having been gradually reduced from
$105,000,000 since January of 2009.

The Debtors estimate the outstanding principal loan balance will
be approximately $21,000,000 as of Sept. 30, 2011 (a reduction
of over 75% since the Petition Date).

The Senior Lenders allege that the obligations under the Senior
Credit Agreement are secured by a lien on substantially all of the
Debtors' assets, excluding certain real estate.  The Senior
Lenders do not have dominion over the Debtors' bank accounts.

The Debtors would use the cash collateral to continue the orderly
administration of the estates, including the collection of
customer notes in the ordinary course of business.

The Debtors propose to adequately protect the alleged interest of
the agent and the Senior Lenders in their alleged prepetition
collateral in a number of ways:

   -- the Senior Lenders are grossly oversecured (with an
   estimated collateral coverage ratio of over 3:1 as of Sept. 30,
   2011) and they hold a sizeable equity cushion in their alleged
   collateral;

   -- the Debtors propose to grant the agent for the benefit of
   the Senior Lenders replacement liens upon all assets in which
   the agent for the benefit of the Senior Lenders held a validly
   perfected lien as of the Petition Date; and

   -- the Debtors will continue to provide the agent and the
   Senior Lenders with ample information relating to projected
   revenues and expenses, actual revenue and expenses, variances
   from the budget, and pending real estate sales.

                       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 .  Katherine D.
Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H.
London, Esq., at Vinson & Elkins LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $100 million to $500 million.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.


LAZY FIVE: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: Lazy Five Company
        P.O. Box 1566
        Reno, NV 89505

Bankruptcy Case No.: 11-52998

Chapter 11 Petition Date: September 22, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R. Harris, Esq.
                  BELDING, HARRIS & PETRONI, LTD
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

The petition was signed by L. David Kiley, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kiley Ranch Communities               10-53393            08/26/10

The Company’s list of unsecured creditors filed with the petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank Branch & Trust Company       Guaranty on Loans    $42,000,000
c/o Timothy A. Lukas, Esq.
HOLLAND & HART LLP
5441 Kietzke Lane, 2nd Floor
Reno, NV 89511


LEHMAN BROTHERS: Inks Plan Voting Deals With HK Units, Others
-------------------------------------------------------------
Lehman Brothers Holdings Inc. entered into an agreement which
calls for the reclassification of claims of Hong Kong-based
Lehman units for purposes of voting on its proposed Chapter 11
plan.  The Hong Kong-based Lehman units hold more than 200
secured claims against LBHI and its affiliated debtors.  They
previously agreed to vote their claims to accept the proposed
plan pursuant to a July 31 settlement they reached with LBHI.

Pursuant to the agreement dated September 21, 2011, the claims
will be reclassified to the unsecured class and will be
provisionally allowed for purposes of voting on the plan.

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

The Hong Kong-based Lehman units are Lehman Brothers Asia
Holdings Ltd., Lehman Brothers Asia Ltd., Lehman Brothers Futures
Asia Ltd., Lehman Brothers Securities Asia Ltd., LBQ Hong Kong
Funding Ltd., Lehman Brothers Nominees (H.K.) Ltd., Lehman
Brothers Asia Capital Company, Lehman Brothers Commercial
Corporation Asia Ltd., and Lehman Brothers Equity Finance
(Cayman) Ltd.

LBHI also entered into a deal with Danske Bank A/S London Branch
and with a group of claimants composed by former Lehman
employees.

The agreement between the company and Danske Bank requires them
to follow a timetable for filing motions for temporary allowance
of claims, and for serving objections to claims to determine the
creditors qualified to vote on the plan.  A copy of the agreement
is available without charge at:

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

LBHI's agreement with former employees calls for the provisional
allowance of their claims for purposes of voting on the plan.
The employees are represented by California-based law firm,
Wendel Rosen Black & Dean LLP.

All the agreements are subject to approval by the U.S. Bankruptcy
Court for the Southern District of New York.

In a related development, Judge James Peck approved an agreement
between LBHI and Mizuho Corporate Bank Ltd., which requires the
company to send an individual ballot to each lender identified by
the bank.

Mizuho is lead arranger and agent in a seven-year credit
agreement for $JPY35 billion LBHI entered into in May 2007.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

Judge James Peck  on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's $65
billion liquidation plan.  The proposed plan would enable LBHI and
its affiliated debtors to pay an estimated $65 billion to their
creditors.  Voting on the Plan ends on Nov. 4, 2011.  A hearing to
consider confirmation of the Plan is set for Dec. 6, 2011.

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


LEHMAN BROTHERS: Drops Appeal of Ruling in Suit Over 2008 Sale
--------------------------------------------------------------
Lehman Brothers Holdings Inc. dropped its attempt to recover
$11 billion from the sale of its North American broker-dealer
business from Barclays Plc.

LBHI said it will drop an appeal contesting a bankruptcy judge's
ruling that Barclays owed the company nothing, according to a
September 21, 2011 report by Bloomberg News.

The company said it is cognizant of the burdens that continued
litigation would place on the court and assets of the estate.

"We have determined that we will not pursue these issues through
appeals, believing that the resources of the court and the estate
will be better employed at this point to move the bankruptcy
toward a conclusion," LBHI said in a statement.

LBHI and the Official Committee of Unsecured Creditors appealed
on July 28, 2011, a ruling by the U.S. Bankruptcy Court for the
Southern District of New York, which denied their motions to
overturn its order approving the 2008 sale.

Both accused Barclays of receiving possibly $12 billion in excess
assets that were never disclosed when it bought the broker-dealer
business.  An investigation conducted by LBHI showed that the
deal was actually structured to give Barclays "immediate and
enormous windfall profit."

The Creditors' Committee also dropped its appeal of the
bankruptcy court's ruling, Bloomberg News reported.

Barclays' lawyer, Jonathan Schiller, Esq., at Boies Schiller &
Flexner LLP, in New York, said the case against Lehman was strong
from the beginning, Dow Jones Newswires reported.

"We established in discovery that there should never have been a
trial. It's tens of millions of dollars wasted by the estate,"
Dow Jones Newswires quoted Mr. Schiller as saying.

Meanwhile, in an e-mail to Bloomberg News, Mr. Schiller said:
"The Lehman estate wasted tens of millions of dollars in a flawed
and inappropriate effort to re-trade the terms of the Barclays
sale and wrongfully challenged that fact that, as the court
correctly found, Barclays took a massive risk in acquiring
Lehman's business."

Nancy Rapoport, a bankruptcy-law professor at the University of
Nevada, Las Vegas, said companies using litigation to raise money
have to make sure the odds of succeeding remain decent, Bloomberg
reported.  "Once the odds fall below a certain point, it's
important for the lawyers and the client to consider dropping the
litigation," she said.

In another development, LBHI also said it won't appeal a recent
decision by Judge James Peck that Barclays should not have to pay
the company for employee bonuses, Dow Jones Newswires reported.

Judge Peck said in a September 14 ruling that LBHI no longer has
liabilities to the employees for bonuses and has not suffered
damages.

LBHI previously demanded payment of approximately $500 million in
damages for Barclays' alleged failure to pay the company in full
when the U.K. bank bought its North American business.  Barclays
allegedly paid only $1.5 billion of the $2 billion it was
supposed to pay for the bonuses of Lehman employees who were
transferred to the U.K. bank as part of the deal.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

Judge James Peck  on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's $65
billion liquidation plan.  The proposed plan would enable LBHI and
its affiliated debtors to pay an estimated $65 billion to their
creditors.  Voting on the Plan ends on Nov. 4, 2011.  A hearing to
consider confirmation of the Plan is set for Dec. 6, 2011.

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


LEHMAN BROTHERS: Wins Court Nod of $692MM MetLife Settlement
------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
obtained court approval to revise the terms of the settlement
they entered into with Metropolitan Life Insurance Company.

The Lehman units revised the terms of the deal to change the
allocation of proceeds from the liquidation of the collateral
securing the repayment of notes issued by two securitization
trusts to MetLife.  The notes were issued in exchange for up to
$500 million loan to each trust.

Under the deal, LCPI would receive the first $471 million of
proceeds from the liquidation of the collateral as reimbursement
for the payments it made for the notes.  LBHI would then receive
the next $221 million of proceeds as payment for the claims held
by the company against the trusts on account of the cash
collateral it posted.

LCPI is also entitled to receive residual proceeds above the $692
million of aggregate proceeds on account of its ownership of
certificates issued by the trusts.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

Judge James Peck  on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's $65
billion liquidation plan.  The proposed plan would enable LBHI and
its affiliated debtors to pay an estimated $65 billion to their
creditors.  Voting on the Plan ends on Nov. 4, 2011.  A hearing to
consider confirmation of the Plan is set for Dec. 6, 2011.

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


LEHMAN BROTHERS: U.S. Bank, et al., Appeal on ADR Order Denied
--------------------------------------------------------------
The U.S. District Court for the Southern District of New York
dismissed for "lack of jurisdiction" the appeal filed by U.S.
Bank National Association and a group of noteholders from a
bankruptcy judge's March 3, 2011 order.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York issued the order authorizing Lehman Brothers
Holdings Inc. and its affiliated debtors to implement an
alternative dispute resolution process to settle their claims
under derivatives contracts with special purpose vehicles.

As reported in the April 14, 2011 edition of the TCR, U.S. Bank
and a group of noteholders led by a certain Siu Lui Ching filed
with the U.S. District Court for the Southern District of New York
a statement of issues in connection with their appeal from a
bankruptcy judge's March 3, 2011 order.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York issued the order authorizing Lehman Brothers
Holdings Inc. and its affiliated debtors to implement an
alternative dispute resolution process to settle their claims
under derivatives contracts with special purpose vehicles.

In their statement, U.S. Bank and the noteholders group raised,
among other things, the issues of whether or not the Bankruptcy
Court erred by:

  (1) requiring an SPV derivatives counterparty to identify and
      designate by written notice a person with authority to
      negotiate all disputed amounts and issues on behalf of the
      SPV derivatives counterparty, and allow for the imposition
      of sanctions by the Bankruptcy Court for the failure to
      designate an authorized designee;

  (2) requiring an SPV derivatives counterparty or an SPV
      trustee to incur costs;

  (3) requiring an SPV derivatives counterparty or an SPV
      trustee to provide notice to holders of notes or
      certificates using methods not required or contemplated by
      relevant governing documents; and

  (4) failing to require the Debtors to provide the SPV
      derivatives counterparty and the SPV trustees any
      information they have or may acquire with respect to the
      identities of the beneficial holders of notes,
      certificates or other economic interests in the affected
      transaction.

  (5) holding that the noteholders group's objection to the
      March 3 order was untimely.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Citi Says Swap Deal Allows $260MM Set-Off
----------------------------------------------------------
As reported in the Sept. 14, 2011 edition of the TCR, Citigroup
Inc. is asking Judge James Peck again to dismiss most of a
$1.3 billion suit brought by the trustee for Lehman Brothers Inc.
saying it acted according to so-called safe harbor law when it
took $1 billion of assets to offset an obligation for foreign
exchange transactions.  In a separate filing, Citigroup asked
Judge Peck to reduce the brokerage's other claims against the bank
by $260 million, saying the trustee hadn't made any "legitimate
factual challenge" to its legal right to the reduction under a
swap agreement

In a reply brief, Citibank, N.A., and certain of its affiliates
tell the United States Bankruptcy Court for the Southern District
of New York that the LBI Trustee devotes only eight pages of his
97-page opposition brief to Citibank's motion for authorization
to exercise setoffs based on the "swap agreement" safe harbors of
the Bankruptcy Code and other statutory and common law rights.
After speculating as to Citibank's motivation in seeking stay
relief, the LBI Trustee urges the Court to reject the requested
relief wholesale, asserts Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, in New York.

A closer reading of the LBI Trustee's opposition, however,
reveals that apart from niggling over a few of the numbers, the
LBI Trustee does not assert any genuine basis for opposing most
of the relief that Citibank seeks in its Motion, Mr. Shimshak
contends.  He notes that the LBI Trustee's objections to the
setoffs proposed in the Motion largely rest on a perceived lack
of mutuality.

The plain language of the "swap agreement" safe harbors, though,
requires enforcement of Citibank's contractual rights, whether
involving cross-affiliate "setoffs" or setoffs against post-
Filing Date deposits, notwithstanding any potentially conflicting
provision of the Bankruptcy Code, Mr. Shimshak argues.  The LBI
Trustee tries to turn his opposition to Citibank's stay relief
motion into a motion to compel immediate turnover of the post-
Filing Date deposits -- relief that, pursuant to Rule 7001(1) of
the Federal Rules of Bankruptcy Procedure, the LBI Trustee is
already seeking in his adversary proceeding, Mr. Shimshak
alleges.

The LBI Trustee's duplicative demand is procedurally deficient,
and should be denied on that basis alone, Mr. Shimshak tells
Judge Peck.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LION COPOLYMER: S&P Withdraws Prelim. 'B+' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Lion Copolymer Holdings LLC, including the 'B+' preliminary
corporate credit rating, at the company's request.

With trailing-12-month sales of about $590 million, Baton Rouge,
La.-based Lion Copolymer Holdings LLC produces synthetic rubbers
including ethylene propylene diene monomer (EPDM) and emulsion
styrene-butadiene-rubber (ESBR).


LOS ANGELES DODGERS: MLB Urges Delaware Judges to Sell Team
-----------------------------------------------------------
Mirosport News reports that Major League Baseball, led by
Commissioner Bud Selig, has asked a Delaware bankruptcy judge to
order Frank McCourt, the current owner of the franchise, to sell
the team and clear the way for new ownership.

According to the report, the league's position is that Mr. McCourt
is trying to use his Chapter 11 status in order to do as he
pleases in an effort to fix his personal financial woes.  The last
straw was when Mr. McCourt tried auctioning off the television
rights to Dodgers telecasts from the 2014 season on.  The report
notes that normally, that would not be an issue, as teams can
attempt to secure local deals, only in this case, Mr. McCourt is
doing it without league approval.

The report says the Dodgers could be booted from the league if he
was successful in selling the rights, as the league would have
that option, then rendering the rights useless, as there would be
nothing to broadcast.  Attorneys for the league released the
following statement on the issue:  "Indeed, no one will pay the
debtors to broadcast Dodgers games if the club is not part of
Major League Baseball.  Consequently, the debtor's path in this
case is a dead end or worse."  The statement went on to address
the fact that a sale and emergence of the franchise from
bankruptcy would be the best option for all parties, McCourt
included:  "Mr. McCourt will likely receive hundreds of millions
of dollars from the surplus, which will be available to solve his
personal financial problems and leave him a very wealthy man
(without continued harm to the team)."

The report relates that MLB has gone on to say that the proposed
auctioning of television rights would be a breach of contract from
the deal that Mr. McCourt has made already with Fox, and would
open up the Dodgers and the league to serious legal issues over
that breach.   A hearing on the Dodgers' motion for the auction
procedure and baseball's counter filing against Mr. McCourt and
the Dodgers organization is expected to be held on Oct. 12.  Until
that point, expect the barbs to continue and the stupidity to
reach new levels never before seen, the report says.

                   About the Los Angeles Dodgers

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

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

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

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

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

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

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

Ticket holders are seeking the appointment of their own committee.

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

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


LOS ANGELES DODGERS: MLB Wants to Eject Bankruptcy Counsel
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Major League
Baseball asked a Delaware bankruptcy judge Friday to bar the two
law firms representing the Los Angeles Dodgers -- Dewey & LeBoeuf
LLP and Young Conaway Stargatt & Taylor LLP -- from participating
in the case, saying they are beholden to owner Frank McCourt and
not the team itself.

                   About the Los Angeles Dodgers

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

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

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

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

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

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


M WAIKIKI: Has Interim Nod to Borrow $1,000,000 from the Trust
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii has granted
M Waikiki LLC authorization to (a) obtain postpetition financing
of up to $1,000,000 on an interim basis from The Davidson Family
Trust and (b) use cash collateral pursuant to the senior liens of
the Indenture Trustee in accord with a budget through Oct. 1,
2011.

The Debtor has requested the Court for authorization to borrow up
to $2,500,000, on a final basis, from the DIP Lender.

All objections to the motion have been withdrawn, reserved,
resolved or overruled on the merits by the Bankruptcy Court.

The DIP Lender is an investor in as well as a lender to the
Debtor.  The DIP Lender indirectly holds a majority of the Class A
membership interests in the Debtor that it acquired for an
investment of $28,000,000.  The DIP Lender is also the sole holder
of Class C direct membership interests, having provided
$80,000,000 in capital contributions for the renovation of the
hotel, carrying costs, and operating shortfalls.

In addition, the DIP Lender is also a lender to the Debtor
pursuant to a promissory note dated Nov. 16, 2010, in the initial
amount of $15 million, allegedly secured by liens on substantially
all of the Debtor's assets that are junior to senior liens of
Wells Fargo Bank, National Association, as Trustee for Nomura CRE
CDO Grantor Trust, Series 2007-2.  The outstanding balance on the
Subordinated Loan, including accrued interest, is currently
$18,200,000.

Subject to compliance with the terms and conditions of the Credit
and this Interim DIP Order, Debtor is authorized to borrow the DIP
Loans, during the period from the date of entry of this Interim
DIP Order through and including the final hearing on the DIP
Credit Facility.

The Debtor will only use the proceeds of the DIP Loans for
Permissible Uses, including, subject to the Variance, the costs
and expenses associated with the operation of the Debtor's
business and the conduct of its case, in the amounts and
categories of the Debtor's budget delivered to and agreed by the
Administrative Agent prior to the entry of this Interim DIP Order.

As adequate protection for the use of cash collateral pursuant to
the Indenture Trustee's its senior liens, Wells Fargo Bank,
National Association is granted a replacement lien upon all
unencumbered collateral (except for avoidance actions) to the
extent (i) its cash collateral was actually used by the Debtor and
(ii) to the extent its cash collateral actually diminishes in
value during the period covered by the budget and during any
subsequent periods covered by any other orders of the Court
approving use of cash collateral, subject only to the Carve-Out.

The significant terms of the $2,500,000 DIP Credit Facility are:

Borrower                 : M Waikiki LLC

Administrative Agent     : The Davidson Group, a Nevada
                           corporation

DIP Lender                : The Davidson Family Trust

DIP Credit Facility       : Secured debtor-in-possession term
                            credit family

Maximum Loan Amount       : $2,500,000

Availability              : In two or more draws. Up to $1,000,000
                            will be immediately available upon
                            entry of the Interim DIP Order. Upon
                            entry of the Final DIP Order, up to an
                            additional $1,500,00 will be
                            available.

Term                      : All obligations will be due on the
                            earlier of six months from the Interim
                            DIP Order Date and (b) the occurrence
                            of a DIP Credit Facility Termination
                            Event.

Interest and Fees         : 15% p.a. Upon any default, interest
                            will be at the default rate of
                            20% p.a. Borrower will pay the DIP
                            Credit Facility Costs.

Security                  : Second priority perfected priming
                            interests in all property of the
                            Borrower, junior only to the security
                            interests of Wells Fargo Bank,
                            National Association, as Indenture
                            Trustee, and the Carve Out.

DIP Credit Facility Costs : All reasonable costs of the
                            Administrative Agent and the DIP
                            Lender associated with the DIP Credit
                            Facility, including, but not limited
                            to the Administrative Agent's and the
                            DIP Lender's out-of-pocket expenses
                            associated with the transaction,
                            professional fees, recording fees,
                            search fees, and filing fees will be
                            paid by the Borrower.

A copy of the Interim DIP Order and the $12,500,000 Loan Term
Sheet is available for free at:

      http://bankrupt.com/misc/mwaikiki.interimdiporder.pdf

The Official Committee of Unsecured Creditors opposed the Debtor's
motion for postpetition financing.  The Committee said, among
others, that the Debtor's unsecured creditors will benefit little
if at all, and "face the daunting prospect of being primed by an
ever increasing DIP Facility that will undoubtedly be required to
finance this case even for the short term."

A copy of the Committee's opposition to the Debtor's motion is
available for free at:

         http://bankrupt.com/misc/mwaikiki.dktno.103.pdf

                         About M Waikiki

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

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

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

Modern Management is represented by Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

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

The Official Committee of Unsecured Creditors retained Wagner Choi
& Verbrugge as its counsel.


MACCO PROPERTIES: Grubb & Ellis OK'd as Listing Broker/Realtor
--------------------------------------------------------------
The Hon. Niles Jackson of the Bankruptcy Court for the Western
District of Oklahoma authorized Michael E. Deeba, Chapter 11
trustee for Macco Properties, Inc.'s estate to retain Grubb &
Ellis/Martens Commercial Group LLC, to act as the exclusive
listing broker/realtor for properties.

Grubb & Ellis will be responsible for these properties: (i)
Southeast Village Apartments; (ii) Madison Park Apartments; (iii)
Chalet Apartments; and (iv) Parkwood Apartments.  All of the
properties are located in Wichita, Kansas.

Grubb & Ellis will:

   a) evaluate the properties of the Debtor's estate; and

   b) instruct and advise the trustee as to a marketing plan for
   and the eventual sale of the property of the Debtor's estate;

to the best of the trustee's knowledge, Grubb & Ellis is a
"disinterested person" as that term is defined by Section 101(14)
of the Bankruptcy Code.

The trustee is represented by:

         Janice D. Loyd, Esq.
         James H. Bellingham, Esq.
         BELLINGHAM & LOYD, P.C.
         620 North Robinson, Suite 207
         Oklahoma City, OK 73102
         Tel: (405)235-9371
         Fax: (405)232-1003
         E-mail: jdltrustee@bellinghamloyd.com
                 jbellingham@bellinghamloyd.com

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.  The Company filed for Chapter 11
bankruptcy protection (Bankr. W.D. Okla. Case No. 10-16682) on
Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the Hiersche Law
Firm, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MACCO PROPERTIES: Creditors Have Until Nov. 30 to File Claims
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma set
Nov. 30, 2011, as deadline for creditors of Macco Properties Inc.
to file proofs of claim.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.  The Company filed for Chapter 11
bankruptcy protection (Bankr. W.D. Okla. Case No. 10-16682) on
Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the Hiersche Law
Firm, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MARITIME COMMUNICATIONS: Wants to Borrow $150,000 from DIP Lender
-----------------------------------------------------------------
Maritime Communications/Land Mobile, LLC, asks the U.S. Bankruptcy
Court for the District of New Jersey for authorization to borrow
up to $150,000 from Southeastern Commercial Finance, L.L.C., to be
secured by a senior lien or equal lien on property of the estate.

The Debtor tells the Court that the DIP Loan is necessary to
enable it to pay its trade creditors, post-petition operating
costs and administrative expenses.

The DIP Loan Documents, which are not yet finalized as to all
details, contains these significant terms:

Loan Amount           : $150,000

Maturity Date         : The loan will mature on the earliest of:
                        (a) six months after the Closing Date;
                        (b) the date a sale of substantially all
                        the assets of Debtor, pursuant to Section
                        363 of the Bankruptcy Code, is closed; and
                        (c) the effective date of a plan of
                        reorganization of reorganization, which is
                        confirmed by the Bankruptcy Court.

Interest Rate         : Prime Rate (as reported in the money rates
                        column of the Wall Street Journal) plus 7%
                        payable monthly in arrears.

Default Rate          : 12% in excess of the Interest Rate.

Disbursements         : Lender will make disbursements under the
                        Note directly to Borrower's creditors in
                        accordance with a budget.

Collateral            : All assets of the Borrower of every kind,
                        nature and description, whereever located,
                        whether now owned or hereafter acquired.

A copy of the emergency financing motion is available for free at:

   http://bankrupt.com/misc/maritimecommunications.dktno.28.pdf

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition, (Bankr. D.N.J. Case No. 11-13463) on
Aug. 1, 2011, in Aberdeeen, Mississippi.  Craig M. Geno, Esq., at
Harris Jernigan & Geno, PLLC, in Ridgeland, Mississippi, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$47,649,673 in assets, and $31,252,752 in liabilities as of the
petition date.


MARITIME COMMUNICATIONS: Files Schedules of Assets and Debts
------------------------------------------------------------
Maritime Communications/Land Mobile, LLC, filed with the U.S.
Bankruptcy Court for the District of New Jersey its schedules of
assets and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property                   $12,500
B. Personal Property           $47,637,173
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $18,790,111
E. Creditors Holding
    Unsecured Priority
    Claims                                          $264,642
F. Creditors Holding
    Unsecured Non-priority
    Claims                                       $12,197,999
                                -----------      -----------
       TOTAL                    $47,649,673      $31,252,752

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

     http://bankrupt.com/misc/maritimecommunications.sal.pdf

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition, (Bankr. D.N.J. Case No. 11-13463) on
Aug. 1, 2011, in Aberdeeen, Mississippi.  Craig M. Geno, Esq., at
Harris Jernigan & Geno, PLLC, in Ridgeland, Mississippi, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$47,649,673 in assets, and $31,252,752 in liabilities as of the
petition date.


MARQUETTE TRANSPORTATION: S&P Affirms 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on Paducah, Ky.–based Marquette
Transportation Co. Holdings LLC (Marquette). "At the same time, we
affirmed our 'B-' issue-level and '5' recovery ratings on the
company's $250 million second-lien notes (one notch below the
corporate credit rating). The outlook is stable," S&P stated.

"Marquette, which provides towboats that power barges on rivers,
is benefitting from modest rate increases and from improving
volumes, particularly from the shipment of coal and grain, which
are experiencing a modest pickup in volumes due to a strong export
market," said Standard & Poor's credit analyst Funmi Afonja. "This
has resulted in higher vessel utilization and better operating
efficiency, contributing to improved profitability, despite a weak
U.S. economic outlook. On Aug. 17, 2011, Marquette announced that
it had entered into an agreement with Cargill Inc. to acquire the
fleet of Alter Barge Line Inc. Under the agreement, Cargill and
Marquette will acquire Alter's 387 river barges and six towboats.
The companies expect to close the transaction by the end of
September. We believe that, over the next year, Marquette will
maintain its financial profile, despite incremental debt to fund
fleet expansion due to momentum from the export market, stable
revenues arising from a large proportion of its fleet operating
under long-term charter coverage, and long-lasting relationships
with key customers, several of which we rate investment grade."

The ratings on Marquette reflect its highly leveraged financial
profile, participation in the highly competitive and capital
intensive shipping industry, and exposure to cyclical demand
swings in certain end markets. The ratings also reflect the
potential for high customer concentration to negatively affect
earnings, and the company's vulnerability to weather-related
disruptions in business operations. Positive credit factors
include Marquette's leading market position, albeit in a niche
business segment, as an independent provider of towboat operations
in intra-U.S. shipping; relatively stable revenues under fixed
rate, long-term contracts; and competitive barriers to entry under
the Jones Act. The Jones Act requires that U.S.-built vessels be
registered in the U.S. and crewed with U.S. citizens to carry
shipments between U.S. ports. These requirements limit competition
by excluding foreign-flagged vessels. Marquette's entire fleet is
Jones Act-qualified.

"We categorize Marquette's business risk profile as 'weak,' its
financial risk profile as 'highly leveraged,' and liquidity as
"adequate." Marquette does not publicly disclose financial
information," S&P stated.

Various cyclical swings in demand and weather-related disruptions
can affect Marquette's operating performance. Marquette's fixed
rate, long-term contracts, which make up slightly less than half
of revenues, provide relatively stable revenues and mitigate some
of these risks. The substantial majority of revenues and earnings
are from the towboat service business, where the rates are less
volatile than freight rates in the drybulk barge transportation
business, which accounts for a modest portion of revenues.

"The stable outlook reflects our expectations that the company
will maintain its financial profile, benefiting from modest volume
and pricing gains from the export market despite incremental debt
to finance fleet expansion," Ms. Afonja continued. "If export
market conditions weaken, or the company suffers the loss of a
major customer or faces other operating challenges causing debt
to EBITDA to move above 7x or EBITDA interest coverage to
consistently fall below 1.5x, we could lower the ratings. Although
less likely, we could raise the ratings if earnings and credit
metrics strengthen as a result of reduced debt or earnings growth,
causing debt to EBITDA fall below 4x or EBITDA interest coverage
to approach 3x."


MCG CAPITAL: Fitch Cuts Long-Term Issuer Default Rating to 'BB'
--------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
(IDR) and unsecured debt rating of MCG Capital Corporation (MCG)
to 'BB' from 'BB+'.  The Rating Outlook has been revised to Stable
from Negative.  Approximately $8.7 million of unsecured debt is
affected by these actions.

The rating downgrade reflects MCG's weakened liquidity profile and
limited funding flexibility, given reduced borrowing capacity on
its credit facilities and a continued inability to access the
equity markets for investment capital, as its stock price trades
at a meaningful discount to net asset value (NAV).  In addition,
leverage levels remain stubbornly high, relative to peer business
development companies (BDCs), as unrealized depreciation continues
to be recognized on some of its larger portfolio company
investments.

The new rating level does incorporate some recent stability in
core operating performance; however, Fitch believes the generation
of incremental net interest income is highly dependent upon
portfolio repayments and exits and an ability to redeploy proceeds
into higher yielding investment opportunities.  Furthermore, net
interest income generation in second-half 2011 (2H'11) will be
hurt by the recognition of restructuring costs.  The ratings also
reflect elevated non-accrual levels, relative to peers, which
continue to be a drag on earnings.

Fitch believes MCG's liquidity profile and funding flexibility has
weakened with the expiration of the revolving period on its
securitization trust in July, which had provided $50 million of
funding availability.  Investment capital is now limited to
repayment proceeds from the existing portfolio, $65.8 million of
unrestricted cash on hand at June 30, 2011, $73 million of
borrowing capacity on the SunTrust facility, subject to collateral
requirements, $41.4 million of SBIC borrowing capacity, with the
injection of $25.4 million of equity into the subsidiary, and
$32.2 million of SBIC cash.  The company is unable to access the
equity markets for liquidity as the Sept. 21, 2011 closing stock
price of $4.05 compared to a 2Q'11 net asset value (NAV) of $6.93
per share.

The reinstatement of dividends in 2010 can also be viewed as a
constraint on liquidity.  MCG declared a dividend of $0.11 per
share on April 29, 2010, its first since May 2008, and has
subsequently increased the dividend to $0.17 per share following
1Q'11 earnings, which compared to quarterly distributable net
operating income (DNOI) of $0.15 per share in 2Q'11.

Fitch views the cumulative DNOI coverage of the dividend payment
positively since its reinstatement; however, the shortfall in
2Q'11 does raise concerns about growth in the dividend relative to
the cash earnings potential of the company given the current
environment and its existing funding profile. Still, cash payments
on accrued paid-in-kind dividends were significant in 1H'11 and
helped make up for the cash earnings deficit in the quarter.
Fitch would not view further dividend increases as positive, until
the cash earnings trajectory is well established.

Balance sheet leverage, as measured by debt-to-equity, amounted
to 0.96x at the end of 2Q11 compared to 0.95x at year-end 2010
(YE10), which is meaningfully above peer ratios.  While balance
sheet debt has declined 19.7% since YE08, the recognition of
additional unrealized depreciation on portfolio company
investments continues to reduce the equity base.  Total
accumulated net unrealized depreciation on the portfolio amounted
to $243.2 million at June 30, 2010, compared to $170.3 million at
YE09, yielding a 22.3% fair value discount.  Still, asset coverage
ratios, which exclude $108.6 million of SBIC borrowings, have
improved to 232% from 201% at YE08.

Non-accrual levels remain elevated at 5.3% on a fair value basis
and 13.2% on a cost basis at June 30, 2011, compared to 3.4% and
15.9%, respectively at YE10.  These levels are well above peer-BDC
averages and more recent improvement has been driven by realized
losses on non-accrual investments.

The Stable Outlook reflects Fitch's expectation for more
consistent core operating performance over the medium term, with
includes the redeployment of portfolio cash flows into higher
yielding debt investments, modest improvements in non-accrual
levels, the maintenance of asset coverage cushions, and a
continuation of solid cash earnings dividend coverage.  However,
Fitch recognizes that restructuring costs in 3Q'11 will yield a
current-period cash earnings shortfall.

Additional negative rating actions could be driven by further
write-downs of portfolio investments and growth in non-accrual
levels which yield continued balance sheet volatility, significant
declines in balance sheet cash relative to unsecured debt
outstanding, an inability to extend the SunTrust facility, or
cover dividend payments from cash earnings.  In addition,
strategic actions which Fitch believes have a negative impact on
creditors, including the use of cash for significant share
repurchase activity or a decline in the quality of unencumbered
assets, while not currently contemplated, could yield negative
rating action.

Conversely, while positive rating momentum is believed to be
limited over the near term, reduced leverage, improved borrowing
capacity, a broadening of lender relationships, an ability to
access the equity markets for investment capital, a reduction in
non-accrual levels, and stability in portfolio valuations could
yield positive rating actions over time, as these would likely
result in operating income growth and more reliable dividend
coverage.

Fitch has taken the following rating actions:

MCG Capital Corporation

  -- Long-term IDR downgraded to 'BB' from 'BB+';
  -- Senior unsecured debt downgraded to 'BB' from 'BB+'.

The Rating Outlook is Stable.


MEDICAL SUITES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Medical Suites C, LLC
        2007 Paradise Road
        Las Vegas, NV 89104

Bankruptcy Case No.: 11-25011

Chapter 11 Petition Date: September 22, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Steven L. Yarmy, Esq.
                  YARMY & NORRIS CHTD.
                  520 S. Sixth Street
                  Las Vegas, NV 89101
                  Tel: (702) 586-3513
                  Fax: (702) 586-3690
                  E-mail: sly@stevenyarmylaw.com

Scheduled Assets: $2,600,000

Scheduled Debts: $738,765

The Company’s list of its unsecured creditors filed with the
petition does not contain any entry.

The petition was signed by Kay Rodriguez, managing member.


MOUNTAIN CITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mountain City Meat Co., Inc.
        5905 E. 42nd Avenue
        Denver, CO 80216

Bankruptcy Case No.: 11-32656

Chapter 11 Petition Date: September 24, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Daniel J. Garfield, Esq.
                  BROWNSTEIN HYATT FARBER SCHRECK, LLP
                  410 17th Street, 22nd Floor
                  Denver, CO 80202
                  Tel: (303) 223-1100
                  E-mail: dgarfield@bhfs.com

                         - and –

                  Heather Schell, Esq.
                  BROWNSTEIN HYATT FARBER SCHRECK, LLP
                  410 17th Street, 22nd Floor
                  Denver, CO 80202
                  Tel: (303) 223-1100
                  Fax: (303) 223-1111
                  E-mail: hschell@bhfs.com

                         - and –

                  Michael J. Pankow, Esq.
                  BROWNSTEIN HYATT FARBER SCHRECK, LLP
                  410 17th Street, 22nd Floor
                  Denver, CO 80202
                  Tel: (303) 223-1100
                  Fax: (303) 223-1111
                  E-mail: mpankow@bhfs.com

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

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

The petition was signed by Alex G. Smith, agent of Alliance
Management, chief restructuring officer.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mountain City Meat Co., Inc.          11-29209            08/11/11

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Orleans Int. Co. Inc.              --                   $1,744,721
30600 Northwestern Highway, Suite 300
Farmington Hills, MI 48334

Wolverine Packing Co.              --                     $843,982
2585 Revard Street
Detroit, MI 48207

High Country Meats                 --                     $698,582
5140 Race Court, Unit #8
Denver, CO 80216

Team Packaging Inc.                --                     $379,593
4744 Forest Street, Unite E
Denver, CO 80216

JBS USA, Inc.                      --                     $378,356
1770 Promontory Circle
Greeley, CO 80634

XL Meats                           --                     $349,060
5101 – 11 Street SE
Calgary, AB T3H 1M7

National Beef Packing Co., LLC     --                     $290,904
12200 North Ambassador Drive
Kansas City, MO 64163-1244

Total Quality Logistics            --                     $248,086

Beef Products Inc.                 --                     $244,260

Temple-Inland                      --                     $213,782

Air Liquide America Corp.          --                     $184,110

John R. Morreale, Inc.             --                     $163,261

Waypoint Logistics, LLC            --                     $150,791

Ropes & Gray LLP                   --                     $121,506

Quest, LLC                         --                     $118,063

Cargill Food Distribution          --                     $113,038

Novamark, Inc.                     --                     $109,472

Linde, Inc.                        --                     $107,186

Colorado Meat Packers, Inc.        --                     $106,166

Terperature                        --                     $101,186



MRA PELICAN: Files Schedules of Assets and Liabilities
------------------------------------------------------
MRA Pelican Pointe Apartments LLC filed with the Bankruptcy Court
for the Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,000,000
  B. Personal Property            $1,226,852
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,756,602
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $143,262
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,909,500
                                 -----------      -----------
        TOTAL                    $13,226,852      $14,809,364

                     About MRA Pelican Pointe

MRA Pelican Pointe Apartments, LLC, owns an apartment complex
commonly known as Whispering Isles Apartments in Pompano Beach,
Florida.  The property was being managed by Aryeh Kieffer of Boca
Raton-based Addison Advisors.

Pre-bankruptcy, Fannie Mae initiated a foreclosure action against
the property  in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida.  At Fannie Mae's behest, Margaret
Smith of Glass Ratner Advisory & Capitol Group LLC was appointed
as receiver.  The receiver has administered and operated the
apartment complex since May 17, 2011.

MRA Pelican filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case
No. 11-32457) on Aug. 10, 2011.  Addison Advisors' Mr. Kieffer
signed the petition.  The Debtor is represented by Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara, & Landau P.A.  In its
schedules, the Debtor listed $12,003,200 in assets and $14,661,009
in debts.

Fannie Mae is represented by Gary M. Freedman, Esq., and Mark S.
Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.


MT. VERNON: Can Access Carrollton Bank's Cash Until Nov. 30
-----------------------------------------------------------
The Hon. David E. Rice of the U.S. Bankruptcy Court for the
District of Maryland approved the first stipulation and consent
order between Mt. Vernon Properties, LLC, and Carrollton Bank
authorizing use of cash collateral and granting adequate
Protection.

Prior to the Petition Date, the Debtor entered into certain loans
with Carrollton Bank as evidenced by certain loan documents.  The
loans are secured by property located at 902 St. Paul Street,
Baltimore, Maryland 21202 and 904 St. Paul Street, Baltimore,
Maryland.

Carrollton Bank consents to the use of the cash collateral to pay
actual and necessary operating expenses of the properties until
Nov. 30, 2011.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Carrollton Bank (i) replacement
liens; and (ii) super priority administrative expense claim
status, subject to carve out on certain expenses.

Carrollton Bank is represented by:

         Michael C. Bolesta, Esq.
         GEBHARDT & SMITH LLP
         One South Street, Suite 2200
         Baltimore, MD 21202
         Tel: (410) 385-4071

                      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.


NAKNEK ELECTRIC: Plans to Sell Drilling Rig to Pay Creditors
------------------------------------------------------------
Wesley Loy at Petroleum News reports that Naknek Electric
Association, a small Southwest Alaska cooperative, said it intends
to sell its drilling rig and pay its unsecured creditors a dime on
the dollar.

Mr. Loy says that's the upshot of a proposed reorganization plan
NEA filed on Sept. 15 in U.S. Bankruptcy Court in Anchorage.
While the reorganization plan holds out hope the program can
continue -- contingent on federal grants coming through -- it
seems the end is nigh for NEA's attempt to find a cheaper way to
make power.

"Going forward," the report quotes Naknek Electric "will
concentrate, again, on the diesel generation of electricity."
The reorganization plan is subject to a vote of certain creditors,
and a judge's approval.

The report says NEA's disclosure statement says costs associated
with the well "were substantially greater than had been
anticipated."  By the Sept. 29, 2010, bankruptcy filing date,
NEA "had incurred approximately $40 million of debt that was in
one way or another associated with the geothermal project."

In the disclosure statement, NEA obtained commitments from federal
agencies for about $18 million in grants or awards, but has
received less than $3 million in 2008 and 2009.  Among the
utility's several dozen creditors are the National Rural Utilities
Cooperative Finance Corp. and oilfield service company Baker
Hughes.  Unsecured claims total $28.5 million.

The disclosure statement said the utility's diesel power
generation property is worth $6.2 million, and the drilling rig is
worth about $11 million.  NEA bought the National 1320 rig in
Eastern Washington in 2009 for $8.5 million, and made $3 million
in winterization and other improvements.

                About Naknek Electric Association

Naknek Electric Association, Inc., operates a diesel power
generation plant, storage and distribution system on approximately
9.34 acres of land it owns in Naknek, Alaska.  It provides
electricity to 591 members of the cooperative.  It also is
developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection on
September 29, 2010 (Bankr. D. Alaska Case No. 10-00824).  Erik
LeRoy, Esq., at Erik Leroy P.C., assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.


NATIONAL CENTURY: Court Denies Insurance for Execs. Atty. Fees
--------------------------------------------------------------
A district court judge in Ohio ruled that Great American
Insurance Company was exempt from covering the defense costs of
four former executives of National Century Financial Enterprises
Inc.

Judge James Graham, who oversees the case styled Unencumbered
Assets, Trust v. Great American Insurance Co., ruled that Lance
Poulsen, Donald Ayers, Roger Faulkenberry and James Dierker are
not eligible for coverage under the $5 million insurance policy
that NCFE availed for its directors and officers.

Citing a provision called "dishonesty exclusion" in the insurance
policy, Judge Graham said that Great American was exempt from
paying the defense costs of the former executives who were
convicted of securities fraud scheme that pushed NCFE to
bankruptcy.

The "dishonesty exclusion" provision releases the insurance
company from liability for loss resulting from deliberate
fraudulent or dishonest act.

"There is no dispute that the defense costs for which the
principals seek coverage directly relate to claims against them
that were brought about by their deliberately fraudulent and
dishonest conduct," Judge Graham said in his order dated
September 16, 2011.

"The principals seek defense costs expended in their criminal
cases, and the policy plainly relieves Great American from
liability for such losses," the federal judge said.

The former executives previously challenged Great American's
contention that the "dishonesty exclusion" provision prevents
them from coverage eligibility, arguing that the criminal
convictions are not yet final as appellate review of those
convictions has not been exhausted.

In his September 16 decision, Judge Graham pointed out that the
convictions for securities fraud of Messrs. Ayers, Faulkenberry,
and Dierker are already final since the Sixth Circuit has already
affirmed their convictions.  He further said that the time has
lapsed for them to petition for a writ of certiorari from the
U.S. Supreme Court.

As for Mr. Poulsen, the federal judge said that he still has time
to seek review by the Supreme Court.  Judge Graham, however,
pointed out that the language of the insurance policy makes clear
that the type of finality espoused by the executives, which is
the exhaustion of appellate review, is not required to trigger
the dishonesty exclusion.

The September 16 order also excludes the Unencumbered Assets
Trust, which was created to pursue legal causes of action
belonging to NCFE and its subsidiaries, from the insurance
coverage.

The UAT earlier admitted that the former executives committed
fraud but argued that their wrongdoing should not be imputed to
NCFE for purposes of entity coverage.  It believes that any
payment under the insurance policy should be given to it and not
to anyone else.

Meanwhile, NCFE's outside directors including Thomas Mendell,
Harold Pote and Eric Wilkinson and Mr. Poulsen's wife remain as
potential claimants to the insurance policy, and will have until
December 31, 2011, to complete discovery, according to the court
order.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/ --was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/ or215/945-7000)


NATIONAL CENTURY: MetLife Says Ashland Ruling Has No Impact
-----------------------------------------------------------
Metropolitan Life Insurance Company and Lloyds TSB Bank plc ask
the court to deny the motion for summary judgment filed by Credit
Suisse Securities (USA) LLC and Credit Suisse New York Branch.

Brian Condon, Esq., at Kasowitz, Benson, Torres & Friedman LLP,
in New York, said the decision in the case Ashland Inc. v.
Oppenheimer & Co. has no impact on the claims of MetLife and
Lloyds.

The Credit Suisse entities previously filed papers with the U.S.
District Court for the District of New Jersey discussing the
Sixth Circuit decision in the Ashland case in support of their
motion for summary judgment.

In the Ashland case, the Sixth Circuit affirmed a district court
ruling dismissing Ashland's securities fraud claims because of
its failure to adequately plead that it reasonably relied on
Oppenheimer's alleged misrepresentation or that the defendant
acted with scienter.

Ashland, which invested in auction-rate securities (ARS), accused
Oppenheimer of misrepresenting the safety and liquidity of the
ARS market.

According to Mr. Condon, MetLife's and Lloyds' claims do not
involve "reliance on vague oral assurances."

Mr. Condon said that unlike in the Ashland case where the
plaintiff made allegations that Oppenheimer issued general
statements about auction rate securities, Credit Suisse made
"numerous, specific representations" about the quality,
performance and structure of the note program that MetLife and
Lloyds relied upon.

Mr. Condon pointed out that MetLife and Lloyds received and
relied upon the offering documents before making each note
purchase, which is at issue in their lawsuit against Bank One
N.A.

"Credit Suisse made specific representations concerning the
fundamental operation of [National Century Financial
Enterprises Inc.] including with respect to the reserves and
credit enhancements that were supposed to be in place to protect
investors," Mr. Condon said in court papers.

Mr. Condon further argued that the decision in the Ashland case
does not preclude the New Jersey court from finding that MetLife
and Lloyds have adduced sufficient evidence of Credit Suisse's
scienter.

According to the lawyer, the plaintiff in the Ashland case did
not plead any facts to explain how Oppenheimer had any knowledge
that the market for auction rate securities would collapse.  On
the other hand, the evidence before the New Jersey court shows
that several sources provided Credit Suisse with knowledge of the
fraud at NCFE long before MetLife and Lloyds invested in the
notes, he pointed out.

Mr. Condon also criticized Credit Suisse's statement that it was
unaware of the fraud at NCFE prior to the company's bankruptcy
based on testimony of NCFE's former employees.

"This testimony is belied by the extensive evidence adduced on
the summary judgment record that Credit Suisse was fully aware
that NCFE was not operating as it had been represented to
investors, and of other red flags or warning signs which were
clear indications of fraud at NCFE," he further said.

The statement drew support from Pharos Capital Partners L.P.
Pharos argued that the decision in the Ashland case is unavailing
as to the company because it has submitted "substantial evidence
of specific, actionable misrepresentations and omissions that
Credit Suisse knowingly made directly" to the company.


NATIONAL CENTURY: Court Denies Insurance for Execs. Atty. Fees
--------------------------------------------------------------
A district court judge in Ohio ruled that Great American
Insurance Company was exempt from covering the defense costs of
four former executives of National Century Financial Enterprises
Inc.

Judge James Graham, who oversees the case styled Unencumbered
Assets, Trust v. Great American Insurance Co., ruled that Lance
Poulsen, Donald Ayers, Roger Faulkenberry and James Dierker are
not eligible for coverage under the $5 million insurance policy
that NCFE availed for its directors and officers.

Citing a provision called "dishonesty exclusion" in the insurance
policy, Judge Graham said that Great American was exempt from
paying the defense costs of the former executives who were
convicted of securities fraud scheme that pushed NCFE to
bankruptcy.

The "dishonesty exclusion" provision releases the insurance
company from liability for loss resulting from deliberate
fraudulent or dishonest act.

"There is no dispute that the defense costs for which the
principals seek coverage directly relate to claims against them
that were brought about by their deliberately fraudulent and
dishonest conduct," Judge Graham said in his order dated
September 16, 2011.

"The principals seek defense costs expended in their criminal
cases, and the policy plainly relieves Great American from
liability for such losses," the federal judge said.

The former executives previously challenged Great American's
contention that the "dishonesty exclusion" provision prevents
them from coverage eligibility, arguing that the criminal
convictions are not yet final as appellate review of those
convictions has not been exhausted.

In his September 16 decision, Judge Graham pointed out that the
convictions for securities fraud of Messrs. Ayers, Faulkenberry,
and Dierker are already final since the Sixth Circuit has already
affirmed their convictions.  He further said that the time has
lapsed for them to petition for a writ of certiorari from the
U.S. Supreme Court.

As for Mr. Poulsen, the federal judge said that he still has time
to seek review by the Supreme Court.  Judge Graham, however,
pointed out that the language of the insurance policy makes clear
that the type of finality espoused by the executives, which is
the exhaustion of appellate review, is not required to trigger
the dishonesty exclusion.

The September 16 order also excludes the Unencumbered Assets
Trust, which was created to pursue legal causes of action
belonging to NCFE and its subsidiaries, from the insurance
coverage.

The UAT earlier admitted that the former executives committed
fraud but argued that their wrongdoing should not be imputed to
NCFE for purposes of entity coverage.  It believes that any
payment under the insurance policy should be given to it and not
to anyone else.

Meanwhile, NCFE's outside directors including Thomas Mendell,
Harold Pote and Eric Wilkinson and Mr. Poulsen's wife remain as
potential claimants to the insurance policy, and will have until
December 31, 2011, to complete discovery, according to the court
order.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/ --was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/ or215/945-7000)


NATIONAL TAX: Recession Cues Chapter 11 Bankruptcy
--------------------------------------------------
Jan Norman at Orange County Register reports that National Tax
Data Inc. in San Juan Capistrano, California, has filed for
Chapter 11 bankruptcy reorganization.  The report notes that the
Company's clients include title companies and real estate brokers,
industries that have been hard-hit by the recession and collapse
of housing market.

Based in San Juan Capistrano, California, National Tax Data Inc.
provides property tax information for real estate transactions.
The Company filed for Chapter 11 bankruptcy protection on Sept. 9,
2011 (Bankr. C.D. Calif. Case No. 11-22682).  Judge Theodor Albert
presides over the case.  The Law Offices of Matthew E. Faler
represents the Debtor.  The Debtor listed assets of less than
$50,000, and estimated debts of $1 million and $10 million.


NATIONAL SLAVERY: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Kevin Flynn at the New York Times reports that the United States
National Slavery Museum has filed for Chapter 11 bankruptcy
protection.

Mr. Flynn, citing report from the Richmond Times-Dispatch, says
the museum had $3 million in unsecured debts.  Among its unpaid
bills is one for more than $215,000 in property taxes owed on the
38-acre parcel where the museum was to have opened several years
ago.  Since then, the proposed museum's director has departed, its
board has stopped meeting and some people who gave artifacts to
the museum have asked for their return.

According to the report, the museum's major remaining asset is its
land and last summer Fredericksburg officials said they planned to
sell the property.  But the bankruptcy filing on Wednesday will
have the effect of blocking any sale, at least temporarily, the
Times-Dispatch reported.

United States National Slavery Museum is an organization founded
by the former Virginia governor Douglas L. Wilder to build a
museum in Frederickburg, Va., that would discuss that chapter in
American history.


NEW ENGLAND NATIONAL: In Camera Hearing in Town of East Lyme Suit
-----------------------------------------------------------------
In the lawsuit, NEW ENGLAND NATIONAL, LLC, v. TOWN OF EAST LYME,
Adv. Proc. No. 10-3033 (Bankr. D. Conn.), Chief Bankruptcy Judge
Lorraine Murphy Weil directed an in camera hearing to ascertain
whether documents submitted by the defendant are privileged in the
first instance.  That hearing will be held at the court's earliest
availability.  A copy of the Court's Sept. 26, 2011 Brief
Memorandum and Order is available at http://is.gd/WVgeNBfrom
Leagle.com.

New England National, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Conn. Case No. 02-33699) in 2002.


NEW ERA HOSPITALITY: Seeks Dismissal of Chapter 11 Case
-------------------------------------------------------
New Era Hospitality, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Texas to dismiss the Chapter 11 case because
the Debtor no longer has the desire to continue the bankruptcy
case.

Samuel L. Milledge, Esq., in Houston, Texas, notes that a meeting
of creditors pursuant to Section 341a of the Bankruptcy Code has
not been held.

Houston, Texas-based New Era Hospitality Inc. filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 11-36492) on
July 30, 2011, to avoid foreclosure of its hotel property at 801
St. Joseph Parkway.  Money woes stalled its hotel construction
plans.  Judge Karen K. Brown presides over the case.  Samuel L.
Milledge, Esq., Milledge Law Firm, P.C., represents the Debtor.
The Debtor disclosed $14,000,000 in assets, and $4,213,828 in
debts.


NEW ERA HOSPITALITY: Court Approves Milledge as General Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized New Era Hospitality, Inc. to employ Samuel L. Milledge,
Esq., in Houston, Texas as general bankruptcy counsel effective as
of July 30, 2011.

Houston, Texas-based New Era Hospitality Inc. filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 11-36492) on
July 30, 2011, to avoid foreclosure of its hotel property at 801
St. Joseph Parkway.  Money woes stalled its hotel construction
plans.  Judge Karen K. Brown presides over the case.  Samuel L.
Milledge, Esq., Milledge Law Firm, P.C., represents the Debtor.
The Debtor disclosed $14,000,000 in assets, and $4,213,828 in
debts.


NEWPAGE CORP: Section 341(a) Meeting Scheduled for Oct. 14
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in NewPage Corporation's Chapter 11 case on Oct. 14, 2011, at
11:00 a.m.  The meeting will be held at the U.S0 District Court,
844 King St., Room 2112, Wilmington, Delaware.

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 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.


O&G LEASING: Wants Indenture Trustee Plan Denied for Lack of Info
-----------------------------------------------------------------
O&G Leasing, LLC, et al., ask the U.S. Bankruptcy Court for the
Southern District of Mississippi to deny approval of the
Disclosure Statement explaining the Chapter 11 Plan proposed by
First Security Bank, as trustee with respect to its aforementioned
plan of liquidation.

According to the Debtor, the Disclosure Statement does not contain
adequate information as required under section 1125 of the
Bankruptcy Code, and the representations contained therein are
misleading, unsupported or incorrect, among other things:

   -- adequately or forthrightly described the Plan as a forced
   sale of assets in exchange for little or no cash and new debt
   from a company that has not even performed the first phase of
   diligence on the assets to be purchased;

   -- intentionally defined the payments to be made by its
   proposed purchaser to be guaranteed payments, which implies
   that the payments are going to be made no matter what and
   without regard to whether the Plan is feasible, the market
   suffers a downturn (which is what that led to these
   proceedings) or the proposed newly formed buyer and guarantor
   have the financial wherewithal to make the payments;

   -- must be required to disclose all facts and details regarding
   its efforts to identify a potential purchaser, how many persons
   showed legitimate interest, who negotiated for and on behalf of
   FSB and the interested party and determinations made regarding
   potentially interested buyers, if any, along the way,
   particularly at different times in these cases, if applicable;

   -- makes numerous accusations about the existence of claims
   that exist by the estates against Octane Funding, LLC and
   Octane Funding II, LLC that are materially misleading and tell
   only what FSB wants told; and

   -- the representation that Washington State Bank may hold an
   allowed unsecured claim is misleading and without basis under
   the Bankruptcy Code.  WSB is being paid the entirety of its
   allowed secured claim.  WSB's claim against the estates has not
   incurred interest or attorneys' fees postpetition under
   section 506 of the Bankruptcy Code, which would be more clearly
   understandable if the Disclosure Statement contained any
   discussion of valuation.

As reported in the Troubled Company Reporter on Aug. 16, 2011,
First Security Bank, as indenture trustee for the bonds used to
fund the acquisition and construction of the rigs for debtors O&G
Leasing, LLC, and Performance Drilling Company, LLC, has submitted
a Disclosure Statement for solicitation of votes on its Plan of
Reorganization for the Debtors.

The Indenture Trustee's Plan represents the culmination of the
Trustee's increasing frustration with the persistent attempts
by the Debtors, through their Insiders, to leverage the Chapter 11
bankruptcy process, for their own benefit instead of for the
benefit of Creditors.

The lynchpin of the Trustee's Plan is the proposed 363 Sale of the
Debtors' assets and business through an Auction to the highest and
best Qualified Bidder.  The Indenture Trustee has entered into an
Asset Purchase Agreement with wholly-owned subsidiaries of
SolstenXP, Inc., to provide the stalking horse bid for the
purchase of substantially all the Debtors' assets, subject to
higher and better offers from qualified bidders.

The Asset Purchase Agreement calls for Solsten Drilling, LLC, to
purchase substantially all the assets of the Debtors, pay
$190,156 quarterly over 7 years to Washington State Bank on
account of its Class 2C Claim in the principal amount of
$4,504,177, and pay $818,292 quarterly over 10 years for the
benefit of other Creditors according to their priorities.  The
Asset Purchase Agreement also provides that, regardless of the
outcome of the Lien Adversary, Solsten Drilling will issue 3%
Preferred Interests in Solsten Drilling on the Effective Date to
Holders of Series 2009B Debentures in the amount of one 3%
Preferred Interest for each $1 of principal amount of Allowed
Class 2B Claim.  The Asset Purchase Agreement is expressly subject
to higher and better offers by Qualified Bidders.  If Solsten
Drilling is outbid, or if the Debtors' Plan is confirmed, then,
under the proposed Sales Procedures that are subject to approval
by the Bankruptcy Court, its $250,000 earnest money deposit will
be returned and it will receive a $500,000 break-up fee.

First Security notes that the Debtors' Plan that provides no
capital infusion into the Debtors in exchange for the issuance of
all membership interests in the Reorganized Debtors to an insider,
Octane Funding.  On the other hand, the Asset Purchase Agreement
calls for the parties to the Asset Purchase Agreement to be
capitalized with $4.5 million, $3 million of which will be
advanced in the form of a capital contribution from SolstenXP to
Solsten Funding.  Solsten Funding will then itself contribute $1
million to its wholly-owned subsidiary, Solsten Drilling, the
operating entity that is buying the Debtors' assets in the Asset
Purchase Agreement.  The remaining $1.5 million in capitalization
to support operations of Solsten Drilling will come from SolstenXP
through a working capital credit facility.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, filed for Chapter 11
bankruptcy protection on May 21, 2010 (Bankr. S.D. Miss. Case No.
10-01851).  Douglas C. Noble, Esq., at McCraney Montagnet & Quin,
PLLC, assists the Company in its restructuring effort.  The
Company estimated $10 million to $50 million in assets and
$50 million to $100 million in liabilities.


OTTILIO PROPERTIES: Valley Nat'l. Wants Case Dismissed, Converted
-----------------------------------------------------------------
Valley National Bank asks the U.S. Bankruptcy Court for the
District of New Jersey to dismiss, convert the Chapter 11 case of
Ottilio Properties, LLC to one under Chapter 7 of the Bankruptcy
Code, or in the alternative lift the automatic stay to allow
Valley to complete a foreclosure action against certain property,
commonly known as:

   i) 1 Ottilio Terrace, Totowa, New Jersey;
  ii) 555 Preakness Avenue, Totowa, New Jersey;
iii) 217 Morris Avenue, Spring Lake, New Jersey; and
  iv) 101 Forest Avenue, Totowa, New Jersey.

Valley National Bank is represented by:

         Michael A. Saffer, Esq.
         Stuart Gold, Esq.
         MANDELBAUM, SALSBURG, LAZRIS & DISCENZA, P.C.
         155 Prospect Avenue
         West Orange, NJ 07052
         Tel: (973) 736-4600
         E-mail: sgold@msgld.com

                  About Ottilio Properties, LLC

Totowa, New Jersey-based Ottilio Properties, LLC, filed a Chapter
11 petition (Bankr. D.N.J. Case No. 11-34641) on Aug. 18, 2011, in
Newark, New Jersey.  Glenn R. Reiser, Esq., at LoFaro and Reiser,
LLP, in Hackensack, New Jersey, serves as counsel to the Debtor.

Ottilio Properties estimated as much as $50 million in assets and
$10 million in liabilities as of the Chapter 11 filing.


OUTSOURCE HOLDINGS: Files Plan; All Claims Impaired Under Plan
--------------------------------------------------------------
Outsource Holdings, Inc., has filed a proposed plan that
contemplates the continuation of the Debtor's business after the
Effective Date as a separate corporate entity.

On the Effective Date, the Plan Administrator will be responsible
for administering the Debtor's Estate pursuant to the provisions
of the Plan, including, among others, calculating and implementing
all distributions as provided by the Plan and enforcing the terms
of the Acquisition Agreement on behalf of the Reorganized Debtor.

During the bankruptcy case, the Debtor caused all of the
outstanding stock of Jefferson Bank to be merged with First Bank &
Trust pursuant to the Acquisition Agreement.  The Plan, filed on
Aug. 31, 2011, provides for the distribution of the net proceeds
from that transaction to holders of Allowed Claims in accordance
with the priority scheme established by the Bankruptcy Code.

The Plan designates 5 Classes of Claims and Interests:

     Class 1 – Allowed Claim of KBW
     Class 2 – Allowed Claims of the 2010 Noteholders
     Class 3 – Allowed Claims of the TRUPs Holders
     Class 4 – Allowed Claims of the 2009 Noteholders
     Class 5 – Allowed Equity Interests

Holders of Equity Interests in Class 5 will not retain their
Equity Interests and will not receive any distributions on account
of their Equity Interests.

Classes 1, 2, 3 and 4 are impaired under the Plan.  Holders of
Claims in these classes are entitled to vote or reject the Plan.

With respect to the Class 1 Claim, Keefe, Bruyette & Woods, Inc.,
will receive on, or as soon as reasonably practicable after, the
later of (a) the Effective Date or (b) the Allowance Date, Cash
from the Initial Proceeds equal to $100,000 in full settlement of
its Allowed Claim.

The Initial Proceeds means the Closing Cash Consideration as
defined in the Acquisition Agreement, plus any cash on hand in the
Debtor's Estate as of the Effective Date.

Each holder of an Allowed Claim in Class 2 (in the approximate
aggregate amount of $7,000,000) will receive Cash from the Initial
Proceeds equal to the principal portion of its Class 2 Claim in
full satisfaction of its Allowed Claim.  The aggregate payment to
be made to Class 2 Claimants is estimated to be $200,000.

The Allowed Claims of the TRUPs Holders in Class 3, in the
approximate amount of $5,000,000, will be deemed senior to the
Allowed Claims of the 2009 Noteholders to the extent of the Agreed
TRUPs Distribution.

The Agreed TRUPs Distribution means the $1,500,000 less an amount
pursuant to any Tricadia Substantial Contribution Claim.

Each holder of an Allowed Claim in Class 3 will receive Cash equal
to its Pro Rata Share of the Net Initial Proceeds, if any,
provided that the distribution will not exceed the amount of the
Agreed TRUPs Distribution.

The Net Initial Proceeds means the Initial Proceeds, less payments
made (i) for Administrative Claims, (ii) to Class 1 Claimant,
(iii) to Class 2 Claimants, and (iv) for the Distribution Reserve.

In addition, if and when the principal portion of the Allowed 2009
Noteholder Claims (in Class 4) is paid in full as provided below,
Class 3 Claimants will be paid in Cash their Pro Rata Share of an
amount equal to the balance of all remaining funds in the
Reorganized Debtor's estate.

Class 3 Claimants will also be issued a Pro Rata Share of Equity
Interests in the Reorganized Debtor.

The Treatment of the 2009 Noteholders in Class 4, in the
approximate aggregate amount of $200,000, will be deemed
subordinated to the Allowed Claims of the TRUPs Holders (Class 3)
to the extent of the Agreed TRUPs Distribution.

To the extent, if any, that the Net Initial Proceeds exceed the
Agreed TRUPs Distribution, on, or as soon as reasonably
practicable after, the later of (a) the Effective Date or (b) the
Allowance Date, each Class 4 Claimant will receive a Pro Rata
Share of the remaining Cash (allocated according to the principal
portion of each Class 4 Claimant's Allowed Claim), provided that
the distribution will not exceed in the aggregate the principal
portion of all Allowed Claims of the 2009 Noteholders.

A copy of the Plan of Reorganization dated Aug. 31, 2011, is
available for free at:

  http://bankrupt.com/misc/outsourceholdings.plan.dktno.125.pdf

                     About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset was its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 11-41938) on April 3, 2011.  Jeff P.
Prostok, Esq., at Forshey & Prostok, L.L.P., in Fort Worth, Tex.,
serves as Outsource Holdings' bankruptcy counsel.  The Debtor also
tapped Commerce Street Capital, LLP, as investment banker and
financial advisor, Fenimore, Kay, Harrison & Ford, LLP as special
transaction and regulatory counsel.  The Debtor disclosed
$10,571,121 in assets and $13,887,431 in liabilities as of the
Chapter 11 filing.

Anthony J. Pacchia was appointed as Chapter 11 examiner in the
Debtor's case.  The examiner tapped Cole, Schotz, Meisel, Forman &
Leonard, P.A., as counsel and Traxi, LLC, as financial advisors.

No creditors' committee has been appointed in the case.


P&K EQUITY: Judge Kaplan Axes Lease at Gateway Centre
-----------------------------------------------------
David P. Willis at Asbury Park Press reports that U.S. Bankruptcy
Court Judge Michael B. Kaplan terminated the lease of Boston's The
Gourmet Pizza Restaurant and Sports Bar in Neptune at Gateway
Centre, a shopping center on Route 66 in Neptune.

Mr. Willis notes Boston's Gourmet also terminated the franchise
agreement with P&K, according to court papers.

"At this point, we are investigating all the assets and if there
are assets to be sold, like the liquor license, then we will do
that on behalf of the creditors," the report quotes Peggy
Stalford, bankruptcy trustee, as saying..

According to the report, the restaurant's franchisee, P&K Equity
Group of Belmar, filed for bankruptcy protection under Chapter 11,
which hopes to put companies on a path so they can continue to
operate.  But the case was converted to Chapter 7 and set for
liquidation.

Carol Knowlton, Esq., represents the company as its lawyer.

In court papers, SSS Neptune Associates, the landlord at Gateway
Center, said P&K owed $56,770 in rent and other fees.  In its
bankruptcy filing, P&K Equity listed assets of up to $50,000 and
liabilities of $1 million to $10 million.


PAT & OSCAR'S: Files for Chapter 7 Bankruptcy Protection
--------------------------------------------------------
Lori Weisberg at the San Diego Union-Tribune reports that Pat &
Oscar's has filed for Chapter 7 bankruptcy, but its franchisees
are vowing to remain open.

Ms. Weisberg notes, in the Company's filing for bankruptcy, Pat &
Oscar's parent company, FFPE LLC, listed assets of $331,459 and
liabilities of $4.1 million.

According to the report, the filing to liquidate the company's
assets comes as the last of the chain's company-owned restaurants
in Temecula, El Cajon and Carlsbad closed last week.  At the time
the Pat and Oscar's management team purchased the company in early
2009, there were 19 Southern California locations.  Now there are
11, all franchisees.

"For a number of months the management of Pat & Oscar's has
worked very hard to streamline operations and return the company
to profitability," the report quotes the Company as stating.
"However, we discovered that while these efforts were important
and necessary, they were not going to be sufficient to save our
parent company.

The report notes, without the parent company intact, however, it
is unclear how the remaining locations could continue to operate.
A company spokesperson, who asked not to be identified, said the
individual franchisees are still working out their strategy for
keeping the Pat & Oscar's brand alive.

Local restaurant consultants said it's likely the franchisees will
have to form an association and petition the bankruptcy court to
continue using the Pat & Oscar's name, and they would no longer be
able to rely on the parent company for marketing support, notes
Ms. Weisberg.


PETROLEUM & FRANCHISE: Can Use Lender Parties' Cash Until Oct. 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, in a
fourteenth preliminary order, authorized Petroleum & Franchise
Capital LLC, and Petroleum & Franchise Funding LLC to use of cash
collateral of the Lender Parties until Oct. 14, 2011.

As of the Petition Date, Autobahn Funding Company LLC and DZ Bank
AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main allege,
among other things, a first priority secured claim against all of
Debtor PFF's assets, including PFF's cash and accounts receivable.

As reported in the Troubled Company Reporter on April 11, 2011,
pursuant to an Aug. 30, 2007, receivables loan and security
agreement by and among the Debtors and Autobahn Funding Company,
LLC (the Lender) and DZ Bank (the Agent), there is outstanding
principal balance of approximately $54 million under the various
loan agreements with the Lender and the Agent.  In June 2010, the
Agent declared a default and triggered increased amortization
under the various loan documents and ceased future funding of the
Debtors.

The Debtors would use the cash collateral to fund their business
operations, preservation of the value of their assets and pay
business expenses necessary to avoid irreparable harm to their
estates during that extended period.

As additional adequate protection to the Lender Parties, on
Oct. 14, 2011 (or the next succeeding business day):

   i) the Debtors will pay the Lender Parties current daily
   interest accruing on the Lender Parties' outstanding
   obligations under the RLSA, as of the petition date, in the
   aggregate principal amount of $53,995,625, at a rate of
   interest equal to one-month UBOR plus lender margin equal to
   2.5% due for the 30-day period commencing Sept. 15, until
   Oct. 14; and

  ii) the Debtors will pay the Lender Parties the hedge payment
   due pursuant to the Interest Rate Hedging Agreement, at a rate
   equal to 1.25% minus one-month UBOR due for the 30-day period
   commencing Sept. 15, until Oct. 14;

iii) the Lender Parties' interests therein, the Lender Parties
   are granted replacement or substitute liens, subject only to
   the carve-out of certain expenses, in all postpetition assets
   of the Debtors and proceeds thereof.

A final hearing in the Debtors' cash collateral motion will be
held on Oct. 11, at 10:00 a.m. (ET)

                   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.


PICHI'S INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Pichi's Inc., filed with the U.S. Bankruptcy Court for the
District of Puerto Rico its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $22,155,279
  B. Personal Property            $9,247,080
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $31,253,750
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $868,092
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,497,178
                                 -----------      -----------
        TOTAL                    $31,402,359      $36,619,020

                         About Pichi's Inc.

Pichi's Inc. owns and operates the Best Western Pichi's Hotel in
Guayanilla, Puerto Rico.  Pichi's filed for Chapter 11 bankruptcy
(Bankr. D. P.R. Case No. 11-06583) on Aug. 3, 2011.  Judge Mildred
Caban Flores initially presided over the case, which has recently
been reassigned to the Hon. Edward A. Godoy.  Charles Alfred
Cuprill, PSC Law Offices, serves as the Debtor's bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as
financial consultants.  The petition was signed by Luis A.
Emmanuelli Gonzalez, president.


PITT PENN: Thomas Alexander Seeks Withdrawal as Special Counsel
---------------------------------------------------------------
Thomas Alexander & Forrester LLP seeks to withdraw as special
counsel for Pitt Penn Holding Co., Inc. and its Debtor affiliates,
including Industrial Enterprises of America, Inc, the named
plaintiff in certain adversary proceedings.

On February 16, 2010, the Court approved Thomas Alexander as
special counsel to Debtors and is to be compensated on both a
reduced hourly basis and on a contingent fee basis.

The Debtor required that before Thomas Alexander submit a fee
application to the Court, the Debtor's management had to approve
the fee application.

Steven W. Thomas, Esq., a member of Thomas Alexander, contends
that despite repeated requests, TEAM has not approved Thomas
Alexander's hourly invoices for payments for over three months.

Mr. Thomas relates that the original invoice was provided to
Industrial Enterprises on May 4, 2011.  At Industrial Enterprises'
request, Thomas Alexander submitted a revised invoice on June 22,
2011 and since that date, Thomas Alexander has continued to devote
significant hours to matters involving Industrial Enterprises.

As of August 16, 2011, Thomas Alexander has incurred $408,306 in
unpaid legal fees and expenses, Mr. Thomas notes.  He adds that
Industrial Enterprises continues to withhold payment that is due.

Delaware Rule of Professional Conduct 1 .16(b)(5) allows counsel
to withdraw for a client's failure to substantially fulfill an
obligation to the lawyer regarding the lawyer's services where the
client has been given reasonable warning that the lawyer will
withdraw unless the obligation is fulfilled.

                   About Industrial Enterprises

Pittsburgh, Pennsylvania-based Industrial Enterprises of America,
Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009.
Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  EMC
Packaging, Inc., filed a voluntary petition for Chapter 11 relief
(Bankr. D. Del. Case No. 09-11524) on May 4, 2009.  Unifide
Industries, LLC, and Today's Way Manufacturing LLC, each filed a
voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos.
09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


POINT BLANK: Court OKs Forbearance Deal for Replacement DIP Credit
------------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved Point Blank Solutions, Inc., et
al.'s certain forbearance agreement under the replacement DIP
credit agreement.

As reported in the Troubled Company Reporter on Sept. 14, 2011,
the Debtors told the Court that June 15, 2011, maturity date under
the replacement DIP credit agreement, has occurred without the
repayment of the loans made to the Debtors under the agreement.
As a consequence, an event of default has arisen under that
agreement.  The Debtors and the Lenders have entered into a
forbearance agreement dated Aug. 26, 2011, under which the
lenders have agreed, pursuant to the terms and conditions set
forth therein, to forbear -- through November 11, 2011 -- from
exercising their rights and remedies under the replacement DIP
credit agreement while the Debtors pursue an orderly sale process.

The Official Committee of Unsecured Creditors and the Official
Committee of Equity Security Holders have reviewed and approved
the form of the Forbearance Agreement.

The Debtors said they were originally parties to a Debtor-In-
Possession Financing Agreement dated April 12, 2010, with Steel
Partners II, L.P., for a revolving loan facility in the aggregate
committed amount of up to $20 million.  The maturity date of the
First DIP Credit Agreement was Dec. 31, 2010.

On Dec. 6, 2010, the Committees filed a joint motion for approval
of a term loan facility in the amount of $25 million to be
provided by Lonestar Partners, L.P., Privet Fund Management LLC
and Prescott Group Capital Management, or their respective
designees or affiliates.

The Debtors said they failed to repay the Loans made under the
replacement DIP credit agreement when due on June 15, 2011.
Additional Events of Default have also occurred under the
Replacement DIP Credit Agreement.

The Debtors, the Lenders and the Committees have negotiated the
forbearance agreement under which the lenders have agreed to
"forbear from exercising or asserting any rights, powers,
privileges, claims, defenses or remedies with respect to the
security granted" under the loan documents or the DIP orders on
account of the occurrence of any existing events of default until
Nov. 11, 2011.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and Brian
L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel.


PREMIER TRAILER: To Employ Lazard as Investment Banker
------------------------------------------------------
PTL Holdings LLC and Premier Trailer Leasing, Inc. seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Lazard Middle Market LLC as their investment banker nunc
pro tunc to Sept. 15, 2011.

Lazard will render services, including:

   a. reviewing and analyzing the Debtors' business, operations
      and financial projections;

   b. evaluating the Debtors' potential debt capacity in light of
      its projected cash flows;

   c. assisting in the determination of a capital structure for
      the Debtors; and

   d. assisting in the determination of a range of values for the
      Debtors on a going-concern basis;

Lazard will be paid according to this fee structure:

   a. A monthly fee for each month after March 2011 of $50,000,
      payable until the earlier of the completion of the
      Restructuring or the termination of Lazard's engagement.
      Fifty percent (50%) of the Monthly Fees paid in respect of
      any months following the second month of the engagement
      will be credited (without duplication) against any
      Restructuring Fee, Sale Transaction Fee, Minority Sale
      Transaction Fee, or Financing Fee payable; provided, that,
      in the event of a Chapter 11 filing, such credit will only
      apply to the extent that such fees are approved in entirety
      by the Bankruptcy Court, if applicable.

   b. A fee equal to $1 million, payable upon the consummation
      of a Restructuring -- Restructuring Fee -- provided,
      however, that if a Restructuring is to be completed through
      a "pre-packaged" or "pre-arranged" plan of reorganization,
      the Restructuring Fee shall be earned and shall be payable
      upon the earlier of (i) execution of definitive agreements
      with respect to such plan and (ii) delivery of binding
      consents to such plan by a sufficient number of creditors
      and/or bondholders, as the case may be, to bind the
      creditors or bondholders, as the case may be to the plan;
      provided, further, that in the event that LMM is paid a fee
      in connection with a "prepackaged" or "pre-arranged" plan
      and such plan is not consummated, LMM shall return such fee
      to the Company.

   c. (i) If, the Debtors consummate a Sale Transaction
      incorporating all or a majority of the assets or all or a
      majority or controlling interest in the equity securities
      of the Debtors, LMM will be paid a fee -- Sale Transaction
      Fee -- equal to the greater of (A) the fee calculated based
      on an Aggregate Consideration as set forth in Schedule I to
      the Engagement Letter or (B) the Restructuring Fee.
      (ii) If, the Debtors consummate any Sale Transaction not
      covered by clause (i) above, the Debtors will pay LMM a
      Minority Sale Transaction Fee to be mutually agreed in good
      faith by the Debtors and LMM, which fee will approximately
      compensate LMM in light of the magnitude and complexity of
      the transaction and the fees customarily paid to investment
      bankers of similar standing for similar transactions.
      (iii) Any Sale Transaction Fee or Minority Sale Transaction
      Fee will be payable upon consummation of the applicable
      Sale Transaction.

   d. A fee, payable upon consummation of a Financing, equal to
      the amount set forth in Schedule II of the Engagement
      Letter.  One-half of any Financing Fee(s) will be credited
      against any Restructuring Fee or Sale Transaction Fee
      subsequently payable under the Engagement Letter.

   e. For the avoidance of any doubt, more than one fee may be
      payable, however, LMM will not at any time be entitled to
      receive both a Restructuring Fee, and a Sale Transaction Fee
      or Minority Sale Transaction Fee, as a result of the
      consummation of a transaction or transaction for which LMM
      has been engaged.

   g. None of the fees will be earned or payable to LMM at any
      time if the Debtors voluntarily or involuntarily liquidates
      its assets in chapter 7 proceedings in whole or in part
      during the term of the Engagement Letter.

During the 12-month period preceding the Petition Date, the
Debtors made aggregate payments to LMM of $1,075,948.41 pursuant
to the terms of the LMM Agreement, which payments consisted of
$1,075,000 in Monthly Fees, and (ii) aggregate expense
reimbursements of $948.41. No amounts were due to LMM as of the
Petition Date.

Andrew Torgove -- andrew.torgove@lazardmm.com -- managing director
at LMM, attest that the managing directors, senior directors,
directors, vice presidents, senior associates, associates,
analysts and administration of LMM: (a) do not have any connection
with the Debtors or their affiliates, their creditors, the U.S.
Trustee, or any person employed in the office of the U.S. Trustee,
or any other party in interest, or their respective attorneys and
accountants, (b) are "disinterested persons," as that term is
defined in section 101(14) of the Bankruptcy Code, and (c) do not
hold or represent any interest adverse to the Debtors' estates.

                    About Premier Trailer Leasing

Founded in 2005, PTL Holdings LLC and Premier Trailer Leasing,
Inc., provide semi-trailer rentals, specializing in road-ready
semi-vans and flatbeds for the mid-market segment of the
transportation industry.  Headquartered in Grapevine, Texas, they
operate their business out of 19 branches in 15 different states
in the United States.

PTL Holdings and Premier sought bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12676) on Aug. 23, 2011.  Brendan Linehan
Shannon presides over the case.  Pachulski Stang Ziehl & Jones LLP
serves as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants, LLC, serves as claims and noticing agent.  PTL
Holdings estimated $100 million to $500 million in assets and
debts.  The petitions were signed by Scott J. Nelson, chief
executive officer.

Garrison Loan Agency Services LLC, the administrative agent under
the First Lien Credit Agreement, is represented by Proskauer Rose
LLP.  Second lien lender Fifth Street Mezzanine Partners III,
L.P., is represented by Young Conaway Stargatt & Taylor LLP and
Kramer Levin Naftalis & Frankel LLP.

On the Petition Date, the Debtors filed a Prepackaged Plan.  The
primary purpose of the Plan is to effectuate the restructuring and
substantial de-leveraging of the Debtors' capital structure in
order to bring it into alignment with the Debtors' present and
future operating prospects and to provide the Debtors with greater
liquidity.  The Plan gives the First Lien Lenders, owed $84
million, 100% of the equity of reorganized Premier in exchange for
the discharge of obligations owed under the First Lien Credit
Agreement.  Holders of Second Lien Credit Agreement Claims, worth
$27,100,000, and holders of general unsecured claims, worth
$550,000, will get nothing.


R & D: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------
Debtor: R & D Properties, LLC
        2700 Garrett Drive
        Bowling Green, KY 42104

Bankruptcy Case No.: 11-11425

Chapter 11 Petition Date: September 22, 2011

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Debtor's Counsel: Scott A. Bachert, Esq.
                  HARNED BACHERT & MCGEHEE PSC
                  324 E. 10th Street
                  P.O. Box 1270
                  Bowling Green, KY 42102
                  Tel: (270) 782-3938
                  E-mail: bachert@hbmfirm.com

Scheduled Assets: $3,012,859

Scheduled Debts: $1,760,803

The Company’s list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/kywb11-11425.pdf

The petition was signed by Stephen E. Roberts, member.


R&G FINANCIAL: Court Approves Disclosure Statement
--------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court entered
an order approving R&G Financial's Disclosure Statement, which
provides for all of the Debtor's assets to be transferred to, and
vest in, Liquidating RGFC. The Plan provides for the appointment
of Clifford Zucker, CPA as Plan administrator and Wilmington Trust
Company as Plan consultant to oversee the activities of
Liquidating RGFC.

As reported in the Troubled Company Reporter on June 16, 2011,
pursuant to the Plan, liquidating RGFC will continue in operation
in order to monetize the remaining assets, continue litigation
with the FDIC and potentially pursue litigation against other
parties, and make distributions under the Plan.  The Plan
Administrator will be appointed on the Effective Date of the Plan
and will be responsible for implementing the Plan, subject to the
oversight of the Plan Committee.

The Plan designates 7 classes of claims and interests:

Class         Claim              Status         Voting Rights
----- -------------------------  ---------- --------------------
1    RGFC Secured Claims         Unimpaired No(deemed to accept)
2    Non-FDIC Priority Claims    Unimpaired No(deemed to accept)
3    FDIC Priority Claims        Impaired   Yes
4    RGFC Gen. Unsecured Claims  Impaired   Yes
5    Subordinated Notes Claims   Impaired   Yes
6    RGFC Preferred Stock Claims Impaired   No(deemed to reject)
7    RGFC Common Stock Interests Impaired   No(deemed to reject)

Absent a successful resolution of the FDIC Priority Claims, no
distributions will be made to holders of Allowed Claims in any
RGFC Classes, other than Class 1 and Class 2.

Each holder of an Allowed Class 3 Claim will receive all Net Free
Cash as it is available until such Allowed Claim is paid in full.
The FDIC filed a Proof of Claim in the Chapter 11 case in an
unliquidated amount, but in excess of US$3.4 million, based on an
alleged capital maintenance commitment made to a Federal
depository institutions regulatory agency, but does not include
documentation or evidence to substantiate the existence of its
alleged capital maintenance claim..  The Debtor believes that
ultimately, an FDIC Priority Claim will not be Allowed in any
amount.

Each Allowed General Unsecured Claim under Class 4, estimated to
range between US$10.9 million and US$15.4 million, will receive a
Pro Rata distribution of the Residual Net Free Cash.  The
Projected Recovery under the Plan is 0.30%-2.3%.

Each Allowed Subordinated Notes Claims under Class 5, estimated
at approximately US$385 million, will receive a Pro Rata
distribution of the Residual Net Free Cash.  Projected Recovery
under the Plan is 0.30%-2.3%.

RGFC Preferred Stock Interests under Class 6, and RGFC Common
Stock Interests under Class 7, are deemed canceled.

A copy of the disclosure statement is available at:

           http://bankrupt.com/misc/r&gfinancial.DS.pdf

In a separate order, the Court extended until Oct. 31 the Debtor's
exclusive periods to solicit acceptances for the proposed Chapter
11 Plan.

                           Amended Plan

BankruptcyData.com reports that R&G Financial filed with the U.S.
Bankruptcy Court a First Amended Chapter 11 Plan of Liquidation
and related Disclosure Statement.

According to the Disclosure Statement, "On the Effective Date,
all of the Debtor's assets shall be transferred to, and vest in,
Liquidating RGFC. The Plan provides for the appointment of
Clifford Zucker, CPA as the Plan Administrator and Wilmington
Trust Company as the Plan Consultant to oversee the activities of
Liquidating RGFC . . . In accordance with the Plan, on the
Effective Date, the persons then acting as directors, officers,
representatives and/or contract managers of the Debtor shall be
released and discharged from all further authority, duties,
responsibilities and obligations relating to and arising from the
Debtor or the Chapter II Case.  Nothing contained in the Plan
shall release the Debtor's officers and directors from claims for
actions taken before the Effective Date, including, but not
limited to, any claims or actions that may be investigated by
Wilmington Trust pursuant to the Derivative Standing Order, other
than as provided in Article IX of the Plan."

                        About R&G Financial

San Juan, Puerto Rico-based R&G Financial Corporation was the
direct parent of R-G Premier Bank of Puerto Rico, a state-
chartered nonmember bank, through which RGFC primarily conducted
its business.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-04124) on May 14, 2010.
Brent R. McIlwain, Esq., Robert W. Jones, Esq., Esq., at Patton
Boggs LLP, in Dallas; and Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, in Hato Rey, P.R., serve as the Debtor's
bankruptcy counsel.  The Debtor disclosed US$40,213,356 in assets
and US$420,687,694 in debts as of the Petition Date.


RENDA MARINE: U.S. Can Get $11 Million from Owner, Judge Rules
-------------------------------------------------------------
Dietrich Knauth at Bankruptcy Law360 reports that U.S. District
Judge Michael H. Schneider ruled Monday that the U.S. could
collect $11 million from the owner of insolvent contractor Renda
Marine Inc., which allegedly transferred money to its owner's
other companies to avoid repaying a debt owed under a dredging
contract.

According to Law360, Judge Schneider adopted a magistrate judge's
August report and recommendations, finding that owner Oscar Renda
could be held personally liable for the unpaid debt and that he
had failed to raise a timely protest to the government's final
decision.


REOSTAR ENERGY: Plan Solicitation Period Extended Until Nov. 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved an agreement extending ReoStar Energy Corporation, et
al.'s exclusive period to solicit acceptances for the proposed
First Amended Disclosure Statement Plan of Reorganization dated as
of Aug. 2, 2011.

The agreement was entered among the Debtors and Russco Energy
LLC's, the Co-Plan Proponent.

The agreement provides that:

   -- the hearing to consider the approval of the Disclosure
   Statement, as may be amended or modified, and the hearing on
   the Debtors' motion for interim and final orders authorizing
   use of cash collateral will be held on Oct. 17, 2011, at
   9:30 a.m., before the Hon. D. Michael Lynn;

   -- written objections, if any, to the Disclosure Statement are
   due by Oct. 10;

   -- the exclusivity period for the Debtors to solicit
   acceptances of a Chapter 11 Plan is extended until Nov. 30.

As reported in the Troubled Company Reporter on Aug. 16, 2011, the
Plan provides for the restructure of Debtors and their emergence
from bankruptcy as reorganized privately held entities.

After payment of Secured Claims, Administrative Claims, and
Priority Claims under the priorities of the Bankruptcy Code, the
Debtors have agreed to pay some holders of Allowed General
Unsecured Claims their Pro Rata Share of (a) 20% of their Allowed
General Unsecured Claim amounts over 36 equal monthly payments
starting on the first business day following the Effective Date,
plus up to (b) 50% of the Net Proceeds, if any, from all Estate
Actions pursued by the Debtors.

The Allowed secured claim of BT & MK Energy and Commodities, LLC
(of unknown amount) will be paid over 10 years amortized at 5%.

BT & MK's Allowed unsecured claim (of unknown amount) will receive
20% of its claim paid over 2 years.

All Class 6 Interests in the Debtors will be canceled as of the
Effective Date.  New interests will be sold to the Interested
Purchasers.

A copy of the First Amended Disclosure Statement is available at:

        http://bankrupt.com/misc/reostar.1stamendedDS.pdf

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and Arthur A. Stewart, Esq.,
at Cantey Hanger LLP, in Dallas, represent the Debtors in their
restructuring efforts.  Greenberg Taurig, LLP, serves as special
corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


REOSTAR ENERGY: Wants to Hire Updike Kelly as Attorney
------------------------------------------------------
Reostar Energy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to employ Updike, Kelly & Spellacy P.C. as their attorney.

The firm represent the Debtors in connection with the U.S.
District Court action entitled "Securities & Exchange Commission
v. Francisco Ilaramendi, et al."

Christopher L. Brigham, Esq., principal of the firm, will charge
$385 per hour for this engagement.  The firm's other professionals
and their compensation rates:

   Senior associates   $310
   Associates          $215
   Paralegal           $205

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

BT & MK Energy & Commodities LLC objects to the Debtors' request
because to pay the fees of the firm is BTMK's cash collateral and
the Debtors cannot adequately protect BTMK.  Furthermore, the use
of BTMK's funds to prosecute a lawsuit against BTMK is not
authorized by the applicable provisions of the Bankruptcy Code,
says Benjamin H. Price, Esq., at Gardere Wynne Sewell LLP,
attorney of BTMK.

The Debtors tell the Court that their obligations under a loan
agreements with certain banks were acquired by BT & MK Energy &
Commodities LLC through a purchase sale that closed on Aug. 14,
2010.  The adversary proceeding directly impacts


                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and Arthur A. Stewart, Esq.,
at Cantey Hanger LLP, in Dallas, represent the Debtors in their
restructuring efforts.  Greenberg Taurig, LLP, serves as special
corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


RESSLER HARDWOODS: Dist. Ct. Affirms Dismissal of Bankr. Counsel
----------------------------------------------------------------
District Judge Christopher C. Conner affirmed the order of the
U.S. Bankruptcy Court for the Middle District of Pennsylvania,
dated June 8, 2010, disqualifying Jacques H. Geisenberger, Jr.,
and his law firm, Jacques H. Geisenberger, Jr., P.C., from
representing Ressler Hardwoods & Flooring, Inc., and directing the
disgorgement of $17,500 in professional fees. Geisenberger claims
the Bankruptcy Court erred in three respects: (1) by misconstruing
the provisions of 11 U.S.C. Sec. 327 and F.R.B.P. 2014(a); (2) by
misconstruing the relationship between the provisions of 11 U.S.C.
Sec. 329(a) and Bankruptcy Rule 2016(b); and (3) by requiring the
disgorgement of $17,500 in fees to the bankruptcy estate.

The U.S. Trustee filed a motion to disqualify Geisenberger and
disgorge all professional fees he received in connection with the
Debtor's bankruptcy case, alleging deficiencies in the Debtor's
application and Geisenberger's declaration and statement of
attorney compensation including (1) Geisenberger's failure to
disclose fee payments received in the year proceeding the Debtor's
filing for bankruptcy, and (2) Geisenberger's failure to fully
disclose his pre-petition connections with the Debtor.

The case before the District Court is, JACQUES H. GEISENBERGER,
JR., P.C. Appellant, v. ROBERTA A. DeANGELIS UNITED STATES TRUSTEE
Appellee, No 1:10-CV-01660 (M.D. Pa.).  A copy of the Court's
Sept. 23, 2011 Memorandum is available at http://is.gd/YtueYXfrom
Leagle.com.

Lebanon, Pennsylvania-based Ressler Hardwoods & Flooring, Inc., is
a flooring manufacturer owned and operated by Kenneth and Karen
Ressler and their son Keith Ressler.  The company filed for
Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 08-01878) on
May 27, 2008, estimating $1 million to $10 million in both assets
and debts.  Judge Mary D. France presided over the case.  Jacques
H. Geisenberger, Jr., represented the Company in a variety of
business matters pre-bankruptcy and was initially tapped to serve
as the Debtor's bankruptcy counsel.  The firm may be reached at:

         JACQUES H. GEISENBERGER, JR. P.C.
         941 Wheatland Avenue, Suite 201
         Lancaster, PA  17603
         Tel: 717-397-3500
         Fax: 717-299-5813
         E-mail: attys@geiscoop.com

The Debtor's Chapter 11 case was converted to Chapter 7 on
Jan. 26, 2010.


SCOTTSDALE CANAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Scottsdale Canal Development, LLC
        14350 North Frank Lloyd Wright Boulevard, Suite 14
        Scottsdale, AZ 85260

Bankruptcy Case No.: 11-26862

Chapter 11 Petition Date: September 21, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: John J. Fries, Esq.
                  RYLEY CARLOCK & APPLEWHITE
                  1 N. Central Avenue, #1200
                  Phoenix, AZ 85004-4417
                  Tel: (602) 440-4819
                  Fax: (602) 257-6919
                  E-mail: jfries@rcalaw.com

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

Estimated Debts: $50,000,001 to $100,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by the manager of Scottsdale Canal Equity,
LLC.


SEA HORSE REALTY: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Chris Bagley at Triangle Business Journal reports that Sea Horse
Realty & Construction Co. filed for Chapter 11 bankruptcy in the
U.S. Bankruptcy Court for the Eastern District of North Carolina
on Sept. 21, 2011, a step that allows it to delay payment of debt
obligations while it reorganizes its business.

According to the report, the filing listed $3.1 million in
liabilities and $1.8 million in assets, including a rental house
whose value it estimates at $1.7 million.  Sea Horse's top
creditor is Bank of Currituck, which holds a $1.2 million loan.
Representatives of Nags Head-based Sea Horse didn't return calls
seeking comment.


SEDONA DEVELOPMENT: Seeks Rejection of Creditor Plan Disclosures
----------------------------------------------------------------
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, ask the U.S. Bankruptcy Court for the District of Arizona to
deny approval of the Disclosure Statement explaining Plan of
Reorganization proposed by Specialty Trust, Inc., et al., unless
and until Specialty provides the requisite adequate information
regarding the Creditor Plan.

According to the Debtor, Specialty attempts to tout its proposed
Creditor Plan as a superior alternative to the Debtors' proposed
Second Amended Joint Plan of Reorganization.  However, Specialty's
proposed Creditor Plan is nothing more than a series of vague and
misleading promises with no real proposal for implementation.  The
Creditor Disclosure Statement is devoid of significant material
disclosures that are absolutely necessary to any determination
whether to vote for or against the Creditor Plan.  The Creditor
Disclosure Statement, the Debtor adds, is also misleading in
several material respects.

As reported in the Troubled Company Reporter on Aug. 26, 2011,
Creditors and parties-in-interest Specialty Trust, Inc., Specialty
Mortgage Corporation, and Specialty Financial, have filed a
competing plan of reorganization in the of the Debtors.

According to the explanatory disclosure statement, the Competing
Plan provides that Specialty will continue to operate the golf
course and club.  The permanent Clubhouse will be completed and
the golf course will remain a private course.  The creditor plan
will propose the retention of strategic partners to operate the
golf course and Club to maximize its profitability and provide the
services to members.

The treatment of claims under the Plan are:

     A. Class 1 (Priority Claims) will be paid in full, in cash,
        on or before the Effective Date.

     B. Class 2A (Allowed Secured Claim of Seven Canyons Recap)
        will be paid in full, with interest at the Plan Rate, over
        a period of 8 years from the proceeds of the sale of Villa
        Fractional interests.

     C. Class 2B (Allowed Secured Claims of Developer Finance)
        will be paid in full, with interest at the Plan Rate, over
        seven years.  Developer Finance will receive quarterly
        interest only payments at the Plan Rate starting 90 days
        after the Effective Date.

     D. Class 2C (Allowed Secured Claims of 7C Clubhouse Lenders)
        will be voided, and its claim will be treated as a general
        unsecured claim in Class 4.  If, the Court determines that
        7CCL's liens are valid, 7CCL's Allowed Secured Claim will
        be paid in full, with interest at the Plan Rate, over
        eight years from the proceeds of the sale of the Villa
        Fractional interests.

     E. Class 2D (Allowed Secured Claims of Specialty Trust) will
        exchange its claim for an equity in Reorganized Debtor.
        As a result, Debtors' estates will be relieved of the
        obligation to pay over $66 Million.

     F. Class 2E (Allowed Secured Claim of Yavapai County) will be
        paid in full within 90 days after the Effective Date.

     G. Class 2F (Allowed Secured Claim of Villas Association)
        will be satisfied by a one-time payment of $100,000 on the
        Effective Date.  The Reorganized Debtor will pay to Villas
        Association $500 per month for each unsold developer unit.

     H. Class 3 (Allowed Unsecured Claims of Club Members) will be
        rejected pursuant to the Creditor Plan.

     I. Class 4 (Allowed General Unsecured Claims) will share
        pro-rata in a distribution of $200,000 plus 50% of the net
        litigation recoveries.

     J. Class 5 (Allowed Claims of Williams Scotsman) will be paid
        $66,000 plus applicable sales tax in exchange for full
        title to the Clubhouse Units.

     K. Class 6 (Allowed Claims of GECC Reorganized Debtor) post-
        petition liabilities with respect to the rejected leases
        will be allowed as a general administrative claim.

     L. Class 7 (Allowed Claims of Colonial Pacific) post-petition
        liabilities with respect to the rejected leases will be
        allowed as a general administrative claim.

     M. Class 8 (Allowed Unsecured Claims of the Villas
        Association) will reclassified as Class 2-F Allowed
        Secured Claims.

     N. Class 9 (Allowed Unsecured Claims of the Road Association)
        will not receive any distribution under the Creditor Plan.

     O. Class 10 (Allowed Unsecured Claims of Seven Canyons Lot
        Holdings) will share, pro-rata, in a distribution of the
        sum of the lesser of $100,000 or the amount of the Allowed
        Unsecured Claims.

     P. Class 11 (Allowed Unsecured Claims of Cavan Related
        Entities) will share, pro-rata, in a distribution of the
        sum of the lesser of $100,000 or the amount of the Allowed
        Unsecured Claims.

     Q. Class 12 (Intercompany Claims by SDP and the Club Against
        Each Other) will be deemed waived and released as against
        each other and neither Debtor will recover anything from
        the other on account of such Intercompany Claims.

     R. Class 13 (Allowed Interests of SDP's Interest Holders)
        will be extinguished on the Effective Date.

A copy of the disclosure statement explaining the Competing Plan
is available at:

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


                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.


SHENGDATECH INC: Hires Skadden as Special Counsel
-------------------------------------------------
ShengdaTech, Inc. seeks permission from the U.S. Bankruptcy Court
District of Nevada to employ Skadden, Arps, Slate, Meagher & Flom
LLP, as special counsel to the Debtor, acting through the special
committee of the Board of Directors of the Debtor, nunc pro tunc
to August 19, 2011.

Skadden will render services, including:

(a) continuing to advise the Special Committee in connection with
    the internal investigation into financial statement
    irregularities raised by the outside auditors for the Company;

(b) representing the Special Committee in connection with the
    Chapter 11 case and various matters arising thereunder;
    including advising the Special Committee in its review and
    prosecution of matters requiring the Special Committee's
    approval or otherwise affecting the Special Committee's
    fulfillment of its duties; and

(c) preparing on behalf of the Special Committee all motions,
    applications, answers, orders, reports and papers necessary in
    their role in the chapter 11 case.

The firm's rates are:

   Personnel                                 Rates
   ---------                                 -----
Partners and of Counsel                     $795 - $1,095
Counsel/Special Counsel                     $770 - $860
Associates
Level
7                                           $710
6                                            680
5                                            660
4                                            595
3                                            550
2                                            495
1                                            365
Legal Assistants                            $195 - $295

John K. Lyons, Esq., member at Skadden, attest that the partners,
counsel and associates of Skadden do not hold or represent any
interest adverse to the Debtor, its creditors, any other party-in
interest in this bankruptcy case, their respective attorneys and
investment advisors, the United States Trustee, or any person
employed therein, with respect to the matters on which Skadden is
to be employed.

                        About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from creditors
(Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in Reno,
Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.


SILVESTRI INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Silvestri Investments, LLC
        3924 Silvestri Lane
        Las Vegas, NV 89120

Bankruptcy Case No.: 11-24961

Chapter 11 Petition Date: September 21, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Michael J. Dawson, Esq.
                  MICHAEL J. DAWSON, CHTD.
                  515 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777
                  E-mail: mdawson@lvcoxmail.com

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

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

The Company’s list of its unsecured creditors filed with the
petition does not contain any entry.

The petition was signed by Romy Pantea, managing member.


SOLUTIA INC: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
(CFR) of Solutia Inc. (Solutia) and moved the outlook to positive
from stable (see list below). In addition, Moody's affirmed the
company's Speculative Grade Liquidity (SGL) rating of SGL-2.

The positive outlook reflects the prospect of a continuing,
sustainable, and significant improvement in operating income and
credit metrics generated by Solutia's businesses over the next
several years. If over the next three quarters these trends
continue an upward move in the CFR is likely. This view of
improved performance is supported by the performance in the past
four quarters ending June 30, 2011. For the last twelve months
ending June 30, 2011 EBITDA was up 8%, versus full year 2010, to
$522 million. There has also been meaningful improvement in Funds
From Operations rising to $388 million - an increase of 43% over
fiscal year 2010 with FFO of $272 million (FFO - defined as Cash
Flow From Operations not including changes in working capital).
Solutia's improved performance is being aided by volume
improvements across all business lines and geographies.

"The profitability of Solutia's wholly owned operations continues
to improve," stated Bill Reed, Vice President at Moody's.
"Notwithstanding the recent downward adjustment to earnings
guidance Moody's expects the cash generated in 2011 and 2012 will
continue to improve Solutia's financial flexibility in managing
significant debt maturities in 2017 and beyond."

Ratings Affirmed --

Corporate Family Rating Ba3

Probability of Default Rating Ba3

Senior Secured Credit Facility due 2015 Ba1, LGD2, 19%

Senior Secured Term Loan B due 2017 Ba1, LGD2, 19%

8.75% senior unsecured notes due 2017 B1, LGD5, 74%

7.875% senior unsecured notes due 2020 to B1, LGD5, 74%

Outlook Moved to Positive from Stable

RATING RATIONALE

The Ba3 CFR reflects both the recent relatively stable operating
performance, including margin improvement, in a difficult global
economic environment, indicating the prospect for further healthy
cash flow generation, notwithstanding incremental increases in
debt as a function of bolt-on acquisitions to fund growth. The
rating also incorporates Moody's anticipation that major material
debt financed acquisitions are unlikely, and that Solutia's
remaining business lines will generate, over time, cash flow that
is positive and improving relative to existing debt levels.
Management on September 14, 2011 lowered its earnings previous
guidance downward for the full year between 7% and 9% to a range
of $1.95 - $2.05 per share citing a slower than expected demand
profile, primarily for products that serve truck and bus, solar,
and electronic end markets, and continued raw material cost
pressure. The Company continues to expect solid year-over-year
growth in net sales and Adjusted EPS for the full-year 2011. In
2010 the company earned $1.57 a share.

After emerging from bankruptcy in early 2008, Solutia remains
leveraged with balance sheet debt of $1.36 billion at the end of
June 2011. Leverage remains high, particularly after adjusting
debt for rent and pensions, which adds roughly $95 million $283
million, respectively. Interest coverage for the twelve month
period ending June 30, 2011 was 3.3X almost a half a turn better
than the 3.7X posted at the end of 2010 and much better than the
4.6X posted at the end of 2009. In Moody's projections adjusted
debt for year end 2011 is estimated at about $1.7 billion and pro
forma adjusted debt to book capital would be just above 59%.
Moody's notes that even with fresh start accounting, tangible net
worth is a negative $470 million at the end of June 2011
nevertheless an improvement versus the negative $1 billion at the
end of September 30, 2010.

While Moody's recognizes that good progress has been made in the
elimination, classification and/or sharing of environmental, legal
and pension liabilities, there remains some uncertainty as to the
ultimate scope of these liabilities, particularly the
environmental liabilities. Moody's believes that these
environmental liabilities are subject to changing governmental
policy and regulations, discovery of unknown conditions, judicial
proceedings, method and extent of remediation, existence of other
potentially responsible parties and future changes in both
measurement and remediation technologies.

Additional positive factors supporting the ratings include strong
geographic, product and operational diversity and sizeable market
leadership in the markets Solutia serves. Other positive factors
include a sizeable revenue base, projected to exceed $2.1 billion
in 2012, and the ability to share on a 50/50 basis with Monsanto
environmental liabilities at certain sites if the costs exceed
$325 million.

While the positive outlook reflects the high leverage at the end
of 2011, Moody's expects at the end of 2012 leverage will likely
move close to 3.0 times. In addition, Moody's concerns over
Solutia's prior business profile were addressed with the sale in
2009 of the integrated nylon business. With the sale of this
business Solutia's remaining businesses are both higher margin and
less exposed to volatile raw material prices. Solutia's outlook
also considers the strength of its franchise in terms of its
market positions and long-lived customer relationships. Over time,
if Solutia's credit metrics improve faster than expected, such
that debt/EBITDA metrics improve to less than 3.2 times on a
sustainable basis or if environmental liabilities were deemed to
be much improved a rating upgrade could occur. If operating
performance is weaker than anticipated such that debt to EBITDA
exceeds 4.3 times or material increases in environmental
liabilities were to occur, the outlook or rating could turn
negative.

The Ba1 senior secured rating recognizes that the credit
facilities will be secured by a first-priority lien on all
material property and assets (tangible and intangible) of the
borrower and the guarantors. The B1 rating on the unsecured notes
reflects their junior position in the capital structure and the
prospect of limited protection after the first lien lenders have
been provided for in a distressed scenario.

The Speculative Grade Liquidity (SGL) SGL-2 rating reflects the
company's good liquidity and Moody's expectation of reasonable
retained cash flow, in excess of $300 million, for the fiscal year
ending 2011. The rating is supported by Solutia's favorable debt
maturity profile, ample availability under its revolving credit
facility, and flexibility under the financial covenant for the
company's credit facility.

The principal methodologies used in rating Solutia was Global
Chemical Industry published in December 2009. Other methodologies
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Solutia, headquartered in St. Louis, Missouri, produces and sells
a diverse portfolio of performance materials and specialty
chemicals. End markets for Solutia's products include automotive,
architectural (residential and commercial), aerospace, process
manufacturing, construction, electronic/electrical, and
industrial. Net sales for the LTM period ending June 30, 2011 were
$2.1 billion.


SOLYNDRA LLC: Defaulted on $535MM Government Loan Pre-Bankruptcy
----------------------------------------------------------------
Deborah Solomon, writing for The Wall Street Journal, reports
people familiar with the matter said Solyndra LLC had such steep
financial problems in late 2010 that the company violated terms of
its loan-guarantee agreement with the Department of Energy and
technically defaulted on its $535 million loan.

The sources told the Journal Solyndra ran so short of cash in
December 2010 that it was unable to satisfy certain terms of its
U.S. loan agreement, which required Solyndra to provide $5 million
in equity to a subsidiary building its factory.  Cash-flow
problems prevented those payments.

The failed solar-panel maker is under numerous criminal and
congressional investigations.

WSJ's Ryan Tracy reports a new Congressional report says warnings
about Solyndra's competitive abilities came out before the
government awarded the company a $535 million loan guarantee and
the company's subsequent collapse.  The Energy Department
ultimately restructured the loan agreement to help keep the
company afloat and Solyndra continued to draw money from its loan.

The Journal notes Solyndra's cash-flow problems in late 2010 had
previously come to light but it was not known that the company
technically defaulted on its loan and violated its agreement with
the U.S. government.  According to the Journal, Solyndra's
financial problems prompted the Energy Department early this year
to allow it to reshuffle its debt. Under the arrangement, private
investors agreed to provide a new $75 million loan and won the
right to be paid ahead of the government if the company was
liquidated.

The Journal recounts Solyndra's problems came to a head in
November 2010 when it told the Energy Department it needed $150
million to make it through early 2012, at which time it believed
its cash flow would improve. On Dec. 1, 2010, it was unable to
make a $5 million payment to its subsidiary and technically
defaulted on its loan.  The loan was officially restructured in
February 2011, giving the company enough money to carry it through
August. The company, which had drawn down $475 million of the U.S.
loan as of Dec. 31, 2010, ended up borrowing $527 million before
its bankruptcy.

                        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: Has Green Light to Pursue Asset Sale in October
-------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that Solyndra LLC asked a
Delaware bankruptcy judge on Monday to grant a $4 million
extension of its debtor-in-possession loan and confirm a scheduled
auction of its assets next month, over the objection of creditors.

According to Law360, the motion countered a request from unsecured
creditors to push back a planned Oct. 28 auction of assets held by
the company, whose Sept. 6 bankruptcy filing sparked congressional
and criminal investigations, and raised concerns about the
financial future of solar energy.

Deborah Solomon, writing for The Wall Street Journal, reports that
U.S. Bankruptcy Judge Mary Walrath in Delaware on Tuesday cleared
the way for Solyndra LLC's assets to be auctioned next month.

Solyndra is seeking to sell, subject to bigger and better offers,
substantially all of their assets utilized in the ordinary course
of operation of its business, 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 have proposed this schedule:

   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 proposed 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.

                        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: Resolves Creditor Objections to Auction Plan
----------------------------------------------------------
Tom Hals at Reuters reports that Solyndra LLC has found some
common ground with creditors that should take some potential sting
out of a bankruptcy court hearing scheduled on Sept. 27, 2011.

According to the report, the company said in court filings it
resolved some creditor objections to its plan to auction its
shuttered manufacturing business.  Solyndra plans to sell its
operations to repay its debts, although it has said the government
may not get back its $535 million.

Mr. Hals notes members of Congress are investigating how Solyndra
secured a government loan guarantee in 2009, while at the same
time private investors had serious doubts about its technology.

On Friday, the company's chief executive, Brian Harrison, refused
to answer questions from members of a Congressional panel zeroing
in on the role political connections may have played in approving
the loan guarantee, relates Mr. Hals.

The report says Solyndra is still likely to face some opposition
at the Sept. 27 hearing, where it will ask a judge to approve its
plans for an Oct. 28, 2011, auction and a $4 million loan to pay a
skeletal staff until the business is sold.

The report relates that unsecured creditors, who may not collect
anything on the $40 million they are owed, want the company to
slow the sale process, which they called a "high-speed train
wreck."

Mr. Hals says the company's chief financial officer, W. G. Stover,
told the bankruptcy court on Sept. 7, 2011, the company had been
in discussion in August for $75 million in capital.  If the
company had raised that money, Mr. Stover indicated Solyndra could
have potentially moved its business to a positive cash flow and
survived.

                        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.


SOUTHWEST SEAFOOD: Chapter 11 Case Dismissed on Sept. 7
-------------------------------------------------------
Phil Villarreal at Arizona Daily Star notes that the Chapter 11
bankruptcy case of Southwest Seafood Shoppes LLC, which operated
Long John Silver's restaurants, was dismissed on Sept. 7, 2011,
because the company is no longer operating.

Eric Sparks, Esq., lawyer to John Willingham, the Debtor's owner,
said Southwest Seafood Shoppes emerged from Chapter 11 bankruptcy
after being relieved of its leases and franchise agreements and
has ceased operations.  Mr. Sparks said he represents neither
Overboard nor J.P. Willingham III, the owner's son.  The son
managed Overboard #1 LLC, a new entity that took over a lease for
Southwest Seafood Shoppes in late May after the Debtor defaulted.

According to the report, in June, Southwest Seafood rebranded the
restaurants as Overboard Seafood & Grill after severing ties with
the mother ship and filing for bankruptcy.  The report says Long
John Silver's sued Southwest Seafood in U.S. Bankruptcy Court
alleging that Overboard broke its franchise agreement by offering
a menu with battered seafood in a fast-food format and failing to
strip all the locations of Long John Silver's branding.

"There have been numerous complaints to Long John Silver's
reporting the poor quality of the food, service and facilities
because the customers continue to believe that the restaurants are
authorized Long John Silver's restaurants," says the report citing
the lawsuit.

The report says Long John Silver's sought damages for trademark
infringement, an accounting of the company's profits, payment for
using its trademarks after the franchise agreement was terminated,
legal fees and an injunction that would have forced Southwest
Seafood Shoppes to remove Long John Silver's branding and stop it
from selling a competing product.

Based in Tucson, Arizona, Southwest Seafood Shoppes LLC filed for
Chapter 11 bankruptcy protection on May 17, 2011 (Bankr. D. Ariz.
Case No. 11-14185).  Judge James M. Marlar presides over the case.
Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC, represents the
Debtor.  The Debtor listed assets of $100,600, and debts of
$1,217,000.


SPECTRAWATT INC: Court Approves King & Spalding as Bankr. Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized SpectraWatt Inc. to employ King & Spalding LLP as its
bankruptcy counsel.

According to the Troubled Company Reporter on Sept. 6, 2011, as
counsel, K&S will:

   (a) advise the Debtor with respect to its powers and duties as
       a debtor-in-possession in the continued management and
       operation of its business;

   (b) protect and preserve the bankruptcy estate of the Debtor,
       including the prosecution and defense of actions on the
       Debtor's behalf;

   (c) prepare all necessary motions, applications, answers,
       orders, reports, and other papers in connection with the
       administration of the Debtor's estates;

   (d) negotiate and prepare a plan of reorganization, a
       disclosure statement, and all related documents;

   (e) negotiate and prepare documents relating to the
       disposition of assets;

   (f) advise the Debtor with respect to federal and state
       regulatory matters; and

   (g) advise the Debtor on finance, and finance-related matters
       and transactions, and matters relating to the sale of the
       Debtor's assets.

The Debtor will pay K&S for services at hourly rates and reimburse
K&S for reasonable and necessary expenses.  The K&S 2011 fee rates
for attorneys expected to work on this case range from $480 to
$775 per hour for attorneys and $250 to $295 per hour for document
clerks and legal assistants.  On March 11, 2011, the Debtor paid
K&S a $100,000 retainer to secure legal fees and expenses.  The
entire Retainer remains intact and has not been drawn upon by K&S.

Mark W. Wege, Esq., a partner at K&S, attested that the Firm is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About SpectraWatt

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.


SPRING POINTE: Hires Ray Quinney & Nebeker as Bankruptcy Counsel
----------------------------------------------------------------
Spring Pointe Development LLC seeks permission from the U.S.
Bankruptcy Court for the District of Utah, Central Division, to
employ Ray Quinney & Nebeker P.C. as its general bankruptcy
counsel.

Ray Quinney & Nebeker will render services, including:

   a) preparing on behalf of the Debtor any necessary motions,
      applications, answers, orders, reports, and papers, as
      required by applicable bankruptcy or non-bankruptcy law
      dictated by the demands of the case, or requites by the
      Court, and to represent the Debtor in proceeding or hearings
      related thereto;

   b) assisting the Debtor in analyzing and pursuing possible
      business organization;

   c) assisting the Debtor in analyzing and pursuing any proposed
      disposition of assets of the Debtor's estate.

To the best of the Debtor's knowledge, neither RQN nor its
attorneys have any undisclosed connection with the Debtor, or any
one of its creditors or any party in interest, or its respective
attorneys or accountants.  To the best of the Debtor's knowledge,
RQN and its attorneys are "disinterested persons" as provided in
11 U.S.C. Sections 101(14) and 327 and do not represent or hold an
undisclosed interest adverse to the interest of the Debtor or its
estate.

Michael R. Johnson, a Shareholder and Director of RQN, will be the
principal attorney handling this case for the Debtor.  Mr.
Johnson's standard hourly rate is $360.

The firm's rates are:

   Personnel                        Rates
   ---------                        -----
   Shareholders                    $210 to $360/ hour
   Of Counsels                     $255 to $290/ hour
   Associates                      $160 to $220/ hour
   Paralegals                      $115 to $135/ hour

Spring Pointe Development, LLC, based in Springville, Utah, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-32972) on
Sept. 2, 2011.  Judge Joel T. Marker presides over the case.
In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Milton Christensen, managing member.


ST. JOSEPH HEALTH: Moody's Reviews 'B2' Rating for Downgrade
------------------------------------------------------------
Moody's Investors Service has placed the B2 rating assigned to St.
Joseph Health Services of Rhode Island ("St. Joseph") on Watchlist
for possible downgrade (see Rated Debt below). The Watchlist
action follows the receipt of the St. Joseph's unaudited ten
months of fiscal year (FY) 2011 financial statements ended July
31, 2011, which shows a sharp decline in unrestricted cash and
investments and continued financial difficulties. A multi-notch
rating downgrade is possible. Moody's expect to complete its
review in the next 90 days.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


SUMMER VIEW: Wants to Employ Cirrus Asset as Asset Manager
----------------------------------------------------------
Summer View Sherman Oaks LLC asks the Court for authority to
employ Cirrus Asset Management, Inc. to manage a 169-unit
apartment building located at 15353 Weddington St., Sherman Oaks,
CA 91411, the Debtor's only asset.

The Debtor tells the Court of its dissatisfaction of the previous
manager, Clyde Holland and his company Holland Residential
(California), Inc.  The Debtor relates that HRC's personnel have
significantly overstepped the boundaries allowed of the management
company of the Property and as a result, stolen records were not
reported, two overlapping insurance policies were obtained, no
insurance premiums were paid, and wrong banking institution was
insured for the Property.

The Debtor will pay Cirrus a management fee amounting $4,600 a
month or 3% of monthly revenue generated by the Property,
whichever is greater.  In addition, Cirrus agrees to manage the
Property pursuant to an operating budget approved by the U.S.
Bankruptcy Court and to comply with all other requirements imposed
by the U.S. Bankruptcy Court and the U.S. Trustee's office.

Steve Heimler, the president of Cirrus, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                About Summer View Sherman Oaks LLC

Summer View Sherman Oaks LLC, aka Summer View Sherman Oaks
Apartments LLC, a single-asset real estate company, is the owner
of a 169-unit apartment building locate at 15353 Weddington
Street, in Sherman Oaks, California.  The Company filed for
bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800)
on Aug. 15, 2011.  The West Hollywood, California-based Company
estimated assets and liabilities of $10 million to $50 million.
Judge Alan M. Ahart presides over the case.  Terry D. Shaylin,
Esq., at Karasik Law Group, LLP, serves as the Debtor's bankruptcy
counsel.  The petition was signed by Sonia Sobol, member.


SUMMIT BRANTLEY: To Liquidate Assets Under Chapter 7
----------------------------------------------------
Ned B. Hunter at the Jackson (Tenn.) Sun reports that Summit
Brantley Building Innovations had its Chapter 11 bankruptcy filing
converted to a Chapter 7 bankruptcy case on Sept. 21, 2011, after
a motion filed in August by the U.S. Trustee for the Western
District of Tennessee stated the company had not complied with the
original bankruptcy plan.

Mr. Hunter says the Company must now sell off its assets to pay
secured creditors.

According to the report, the motion listed about six plan
violations that included failure to pay approximately $75,000 to
priority unsecured creditors and failure to pay quarterly fees
owed to the U.S. trustee.  "The Debtor has failed to comply with
the terms of its own Plan, and has materially defaulted on the
terms of that Plan," the motion stated.

In November 2010, the Bankruptcy Court approved a plan that would
allow former workers to receive a portion of their owed wages by
the end of 2010.  The court's ruling means only Summit Brantley's
secured creditors will receive any payments from the company.

The report relates that secured creditor, First State Bank,
already has claimed the assets from the company that secured the
bank's loan.


TAYLOR BEAN: Trustee Sues Deloitte for $7.6BB Over Fraud
--------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that Deloitte & Touche
LLP was hit with two suits Monday in Florida seeking $7.6 billion
in damages claiming the auditing firm was "grossly negligent" in
failing to detect a massive criminal fraud carried out by
executives of Taylor Bean & Whitaker Mortgage Corp.

The suits, filed by bankruptcy trustee Neil F. Luria and Ocala
Funding LLC, a wholly owned subsidiary of Taylor Bean, claim
Deloitte, which audited Taylor Bean from 2002 until 2009,
certified the company's annual financial statements while ignoring
"obvious red flags."

                          About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TEXAS STAR: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Walt Nett at Avalanche-Journal reports that Texas Star
Refreshments filed for Chapter 11 protection in the U.S.
Bankruptcy Court in Lubbock, Texas, on Sept. 21, 2011.

According to the report, the Company was found guilty earlier this
year of misappropriating trade secrets and trying to sabotage a
competitor.  Mr. Nett says the Company estimated its assets at
between $500,000 and $1 million, and its debts at between $1
million and $10 million.

In June, a Lubbock County District Court jury awarded Custom Food
Group, a competitor, $894,000 plus interest and court costs after
deciding the couple that founded Texas Star, Rodney and Donna
Wilson, had misappropriated trade secrets, and interfered with
Custom's business relationships, says Mr. Nett.

Texas Star Refreshments is a vending machine servicing company.


THAMES PRINTING: Enters Chapter 7 After Failing to Meet Deadline
----------------------------------------------------------------
James Mosher at The Bulletin reports that Thames Printing Co.
failed to meet a Sept. 13 deadline to answer a liquidation
petition from creditors that would force the sale of assets to pay
creditors, including Lindenmeyr Munroe, a paper supplier claiming
to be owed $551,652.

Mr. Mosher notes, two days later, U.S. Bankruptcy Court Judge
Albert S. Dabrowski issued an order for relief under Chapter 7 of
the Bankruptcy Code.

According to the report, the order requires Thames to produce
statements of assets and liabilities that include the names and
addresses of all its creditors.  The statements have to be filed
by Sept. 30, according to the order.  "Compliance with these
requirements is mandatory," Judge Dabrowski wrote.

The report relates that John J. O'Neil, of Hartford, Conn., has
been appointed trustee in the case.  A creditors' meeting has been
scheduled for Oct. 17 at the Hartford courthouse.

The report notes lawyer Ronald Chorches, of Wethersfield, will
represent Thames at the October meeting.  David Van Grouw, a New
Jersey attorney, represents the creditors that filed the Aug. 22
petition.

Mr. Mosher says Thames closed its plant Aug. 15 after Norwich
Public Utilities cut power to the facility.  Former employees say
Blinderman dismissed most of his 60 employees, although state
Department of Labor spokesman Paul Oates said his department was
never notified.

Three of the Company's creditors -- all of which are manufacturers
and suppliers of paper and paper products -- are seeking to force
the Company into Chapter 7 bankruptcy in the U.S. Bankruptcy Court
in Connecticut in a bid to recoup nearly $619,000.  Lindenmeyr
Munroe, whose headquarters are in Purchase, N.Y., claims it is
owed $551,652.  Case Paper Co. of Harrison, N.Y., claims it is
owed $65,472, and Ariva Distribution Inc. of Cheshire claims it is
owed $1,674.


TRADE UNION: Court OKs Winthrop Couchot as Committee Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Trade Union
International, Inc. and Duck House, Inc. sought and obtained
permission from the U.S. Bankruptcy Court to retain Winthrop
Couchot Professional Corporation as the panel's general insolvency
counsel.

The Firm will render these services to the Creditors' Committee:

     * Provide legal advice with respect to the Committee's
       duties, responsibilities, and powers in the Debtors'
       bankruptcy cases;

     * Assist in investigating the acts, conduct, assets,
       liabilities, and financial condition of the Debtors and
       their insiders and affiliates;

     * Provide legal advice and representation with respect to
       the negotiation, confirmation, and implementation of a
       Chapter 11 plan;

     * Provide legal advice with respect to the administration of
       the Debtors' cases, the distribution of the Debtors'
       assets, the prosecution of claims against third parties,
       and any other matters relevant to the Debtors' cases;

     * Provide legal advice and representation, if appropriate,
       with respect to the appointment of a trustee or examiner;
       and

     * Provide legal advice and representation in any legal
       proceeding, whether adversary or otherwise, involving the
       interests represented by the Committee, and the
       performance of other legal services as may be required by
       the Committee in furtherance of the interests of general
       unsecured creditors in the Debtors' cases.

The Firm will be paid its regular hourly rates.  The Firm's
current hourly rates are:

           Attorneys:
               Marc J. Winthrop              $725
               Robert E. Opera               $725
               Sean A. O'Keefe, of counsel   $725
               Paul J. Couchot               $725
               Richard H. Golubow            $575
               Peter W. Lianides             $575
               Garrick A. Hollander          $575
               Kavita Gupta                  $495
               Payam Khodadadi               $395

           Legal Assistants:
               P.J. Marksbury                $250
               Legal Assistant Associates    $135

Robert E. Opera, Esq., a shareholder at Winthrop Couchot, attests
that the Firm is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code and that the Firm does not
have any interest adverse to the Debtors' estates.

The Firm can be contacted at:

          Robert E. Opera, Esq.
          WINTHROP COUCHOT PC
          660 Newport Center Drive, Suite 400
          Newport Beach, CA 92660
          Tel: 949-720-4100
          Fax: 949-720-4111
          E-mail: ropera@winthropcouchot.com

                     About Trade Union

Montclair, California-based Trade Union International Inc.
supplies aftermarket aluminum alloy wheels and wheel and truck
accessories.  It filed for Chapter 11 bankruptcy protection on
January 31, 2011 (Bankr. C.D. Calif. Case No. 11-13071).  James C.
Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, in Irvine,
Calif., serves as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $11,350,971 in assets and
$19,826,869 in liabilities.

Affiliate Duck House, Inc., filed a separate Chapter 11 petition
on January 27, 2011 (Bankr. C.D. Calif. Case No. 11-13072).  Duck
House, Inc., specializes is designing products for sports
enthusiasts.

Trade Union and Duck House are each owned one-half by Wen Pin
Chang and one-half by Mei Lien Chang.


TRIBUNE CO: Committee Asks for Dismissal of Suits vs. D&Os
----------------------------------------------------------
Pursuant to Rule 7041 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Unsecured Creditors seeks
permission from Judge Kevin J. Carey of the U.S. Bankruptcy Court
for the District of Delaware to dismiss certain preference
actions against current officers and directors of Tribune
Company.  The actions seek to recover approximately $594,973.

The November 29, 2010 Insider Preference Standing Order granted
the Creditors' Committee standing to commence and prosecute
causes of action under Sections 547 and 550 of the Bankruptcy
Code against certain current and former officers and directors
and certain business entities for amounts received in the year
before the Petition Date.  The Insider Preference Standing Order
also provided that until the occurrence of a termination date,
currently set on October 14, 2011, neither the Debtors nor the
Creditors' Committee could settle the Insider Preference Actions
without the other's consent.

The amounts at issue in the Insider Preference Actions range from
$3,750 to $1 million.  Of the Insider Preference Actions, 91 have
been filed against current officers and directors by the Debtors
and seek to recover approximately $27.8 million.

In June 2011, the Creditors' Committee was approached by the
Employee Compensation Defendants Group, a group of 80 Insider
preference Defendants, which are current directors of the Debtors
and represented by Frank/Gecker LLP.  In a June 23, 2011
teleconference with the Creditors' Committee, the ECDG gave a
presentation regarding, among other things, the negative
effective the Insider Preference Actions are having on employee
morale and the Debtors' business.  The Creditors' Committee then
investigated and deliberated over the proper course of action
with respect to the 91 Insider Defendants who are Tribune
employees.

The Creditors' Committee determined that while a majority of the
Insider Preference Actions is too valuable to be dismissed, the
Insider Preference Actions that seek recovery from current
Tribune employees of transfers below $50,000 are of minimal value
when compared to the potential deleterious effect of those
actions on Tribune employees.  The Creditors' Committee also
conferred with the Debtors who agreed that the harm of pursuing
the Threshold Insider Preference Actions outweighs the benefit of
potentially recovering on claims worth $594,973 in all.

The Creditors' Committee specifically proposes to dismiss the
Threshold Insider Preference Actions, namely:

                            Adversary          Amount of
Defendant                   Case No.           Claim
---------                   ---------          ---------
William C. O'Donovan         10-55652            $48,194
Justo Rey                    10-55630             48,194
Henry M. Segal               10-55640             43,542
John D. Worthington IV       10-55670             42,693
Roger D. Williams            10-55662             42,003
Judith A. Juds               10-55748             41,682
Anne S. Kelly                10-55751             41,353
Michael E. Weiner            10-55679             39,642
Robert Christie              10-55728             31,091
Chris L. Fricke              10-55726             28,800
Cam B. Trinh                 10-55664             28,800
Feli M. Wong                 10-55668             28,800
Karlene W. Goller            10-55739             26,440
Robin A. Mulvaney            10-55789             26,440
Charles F. Ray               10-55626             20,180
Patricia G. Cazeaux          10-55727             20,180
Sharon A. Silverman          10-55649             20,180
Alice T. Iskra               10-55741              6,743
Laura L. Tarvainen           10-55644              3,750

Howard Seife, Esq., at Chadbourne & Parke LLP, in New York,
argues that the Creditors' Committee's decision to seek dismissal
of the Threshold Insider Preference Actions falls within its
business judgment. He cites these business justifications for
dismissing the Threshold Insider Preference Actions, including:

  (i) the relatively modest recovery that could be obtained
      even if every single one of the claims were successfully
      prosecuted;

(ii) the benefit of allowing employees who are being sued for
      modest sums to avoid being distracted by these lawsuits;
      and

(iii) the employee goodwill that would be generated by
      dismissing lawsuits where asserted recoveries are modest.

The Court will consider the Creditors' Committee's request on
October 19, 2011.  Objections are due no later than October 12.

                         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.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

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/ or215/945-7000)


TRIBUNE CO: Hearing on Changes to Confirmation Transcript Oct. 4
----------------------------------------------------------------
Bankruptcy Judge Kevin Carey adjourned the hearing to consider the
Tribune Co.'s request to make changes to the confirmation
transcript from Sept. 14, 2011 to Oct. 4, 2011.

Tribune sought to implement proposed changes to the official
confirmation trial transcript regarding the Competing Chapter 11
Plans:

* the Second Amended Joint Plan of Reorganization proposed by
   the Debtors, the Official Committee of Unsecured Creditors,
   Oaktree Capital Management, L.P., Angelo Gordon & Co., L.P.
   and JPMorgan Chase Bank, N.A.; and

* the Third Amended Joint Plan of Reorganization filed by
   Aurelius Capital Management LP, on behalf of its managed
   entities; Deutsche Bank Trust Company Americas, in its
   capacity as successor indenture trustee for certain series
   of senior notes; Law Debenture Trust Company of New York, in
   its capacity as successor indenture trustee for certain
   series of senior notes; and Wilmington Trust Company, in its
   capacity as successor indenture for the PHONES Notes

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, discloses that since the conclusion of the trial on the
confirmation of a plan of reorganization in the Debtors' Chapter
11 cases, the DCL Plan Proponents and the Noteholders have worked
to complete the record of the confirmation proceedings.

Specifically, on June 21, 2011, the Noteholders provided the DCL
Plan Proponents with extensive proposed corrections to the
official trial transcript.  The DCL Plan Proponents reviewed the
proposed changes, most of which were non-controversial, noted
their disagreement with respect to some of the proposed changes,
and identified a small number of additional changes that the DCL
Plan Proponents believed should be made.  The parties then
conferred and resolved any differences, and the Debtors have
worked with Diaz Data Services to implement the proposed changes.
The parties prepared an Errata to the Official Confirmation Trial
Transcript that reflects the changes that Diaz determined were
correct and that have been implemented, a full-text copy of which
is available for free at:

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

                         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.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

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/ or215/945-7000)


TRIBUNE CO: No Objections to New Mgt. Incentive Plan
----------------------------------------------------
As reported by TRIBUNE BANKRUPTCY NEWS early this month, Tribune
Company and its debtor affiliates are seeking authority from Judge
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to continue their self-funding annual cash Management
Incentive Plan for 2011 for approximately 640 management
employees, including top executives, with an aggregate payout
opportunity of approximately:

  (a) $16.4 million -- representing a 50%-of-target payout -- if
      the Company achieves "threshold" performance equal to
      approximately 91% of its "planned" 2011 consolidated
      operating cash flow goal included in the 2011 operating
      plan that was approved by the Company's Board of Directors
      on February 2, 2011;

  (b) $32.4 million -- representing a 100%-of-target payout --
      if the Company achieves "target" performance equal to
      approximately 106% of its "planned" 2011 consolidated OCF
      goal included in the 2011 operating plan that was approved
      by the Board on February 2, 2011; and

  (c) $42.5 million -- representing a 130%-of-target payout --
      if the Company achieves "maximum" performance equal to
      approximately 141% of its "planned" 2011 consolidated OCF
      goal included in the 2011 operating plan that was approved
      by the Board on February 2, 2011.

Counsel to the Debtors, James F. Conlan, Esq., at Sidley Austin
LLP, in Chicago, Illinois, tells Judge Carey that no answer,
objection or other responsive pleading to the Motion to Approve
2011 Management Incentive Plan was filed with the Court.

The objection deadline to the 2011 MIP Motion was extended to
September 26, 2011 for the Official Committee of Unsecured
Creditors.  The Creditors' Committee does not object to the
Debtors' Motion but has asked a modification to the proposed
order granting the Debtors' Motion, Mr. Conlan related.

The modification to the proposed order provides that if, at any
time prior to the payment of the 2011 Management Incentive Plan
award, the Court identifies, in a decision, order or otherwise, a
2011 MIP Participant whom, in the Court's opinion, may have acted
in a manner inconsistent with his or her fiduciary duties or may
have acted with willful misconduct at any time during the course
of these bankruptcy cases, the Creditors' Committee may bring a
motion to prohibit the identified 2011 MIP Participant from
receiving all or part of his or her 2011 MIP award payment.

The Debtors thus ask the Court to enter the revised proposed
order at a hearing scheduled for October 4, 2011.

Mr. Conlan also certified that no objection or response to the
Debtors' accompanying request to file under seal an exhibit to
the 2011 MIP Motion was filed.

                         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.

Two competing Chapter 11 plans are being pursued in the Chapter 11
cases of Tribune.  One plan is being co-proposed by the Debtors,
the Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo Gordon & Co., L.P. and JPMorgan Chase
Bank, N.A.  A second plan is being pursued by Aurelius Capital
Management LP, on behalf of its managed entities; Deutsche Bank
Trust Company Americas, in its capacity as successor indenture
trustee for certain series of senior notes; Law Debenture Trust
Company of New York, in its capacity as successor indenture
trustee for certain series of senior notes; and Wilmington Trust
Company, in its capacity as successor indenture for the PHONES
Notes.  Judge Kevin J. Carey has not issued a ruling on the plan.

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/ or215/945-7000)


TRIKEENAN TILEWORKS: Swanzey Factory Will Close by End of October
-----------------------------------------------------------------
Sarah Trefethen at SentinelSource.com reports that the Swanzey
factory and Keene storefront of Trikeenan Tileworks will be closed
by the end of October.

The report says approximately 16 people work for Trikeenan in New
Hampshire.  Most of those employees have been offered work in the
tile maker's upstate New York facility, said Benjamin E. Marcus,
Esq. -- bmarcus@dwmlaw.com -- of the Drummond Woodsum law firm in
Portland, Maine.  Mr. Marcus represents the Elgin Butler company
of Austin, Texas, which Tuesday took control of the 20-year-old
company when it emerged from Chapter 11 bankruptcy protection.

The report says Trikeenan founders Stephen and Kristen Powers
announced last week they have left the company.

Elgin Butler said he had attempted to purchase the company before
it entered bankruptcy a year ago, but the couple rejected its
offers, which Kristen Powers said they considered unfair.  Both
the Powers and Elgin Butler submitted restructuring plans to the
bankruptcy court - Elgin Butler having acquired the debt of one of
Trikeenan's creditors.

Ms. Powers said she called the move a "hostile takeover," but
Marcus said the primary difference between the two plans was that
Elgin Butler was prepared to infuse the company with cash that the
Powers did not have available.

The consolidation of the company into its New York location is a
matter of "financial necessity" that was part of both
restructuring plans, Mr. Marcus said.

                     About Trikeenan Tileworks

Trikeenan Tileworks -- http://www.trikeenan.com/-- made and sold
tiles.  Trikeenan Tileworks, Inc., Trikeenan Tileworks, Inc. of
New York, and Trikeenan Holdings, Inc., filed for Chapter 11
bankruptcy (Bankr. D. N.H. Lead Case No. 10-13725) on Aug. 30,
2010, estimating $500,000 to $1 million in assets, and $1 million
to $10 million in debts.  Jennifer Rood, Esq., at Bernstein Shur,
in Manchester, New Hampshire, serves as the Debtors' counsel.


UNITED CONTINENTAL: UAL Asks Bankr. Court to Stop Pilots' Suit
--------------------------------------------------------------
Reorganized Debtors UAL Corp. and UAL Loyalty Services, Inc. ask
Judge Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois to hold United Pilots for Justice,
Inc. and more than 700 individual plaintiffs in a civil action
before the U.S. District Court for the District of Columbia in
contempt of court for proceeding with litigation in violation of
the Debtors' Second Amended Joint Plan of Reorganization and its
related confirmation order dated January 20, 2006.

As previously reported, the individual former United pilots and
UPFJ filed an action on December 29, 2010 against the Reorganized
Debtors and their board of directors for alleged violations of
the Employee Retirement Income Security Act.  The Plaintiffs
allege that the Reorganized Debtors "hid" the value of their
Mileage Plus(R) program from the Pension Benefit Guaranty
Corporation, retired pilots, and other creditors.  Had the
Reorganized Debtors informed PBGC of the "true" value of Mileage
Plus(R), the Reorganized Debtors could have emerged with the
United Airlines, Inc. Pilot Fixed Benefit Income Plan intact, or
the PBGC would have received a better recovery under a global
settlement agreement with the Reorganization Debtors, according
to the Plaintiffs.

The Plaintiffs' evasion of the Bankruptcy Code, the
Reorganization Plan, and the Confirmation Order has caused the
Reorganized Debtors to incur substantial costs, which continue to
accrue as they defend against the discharged claims, James H.M.
Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
argues.

Mr. Sprayregen insists that the Bankruptcy Court had jurisdiction
to enforce the discharge injunction under the Reorganization
Plan.  Indeed, "A discharge injunction is 100 percent within the
core jurisdiction of bankruptcy.  And if someone takes action to
collect a pre-petition debt that was discharged in a bankruptcy,
the only place to go to enforce that injunction is in the court
that issued it," Mr. Sprayregen quotes Judge Wedoff at an
August 17, 2011 hearing.

There is no serious doubt that the Plaintiffs' claims -- that the
Reorganized Debtors fraudulently induced PBGC to enter into the
PBGC Settlement Agreement -- are discharged, Mr. Sprayregen
contends.  He stresses that the PBGC's decision to terminate the
Pilot Plan, all of PBGC's diligence on the Reorganized Debtors,
all negotiations of the consideration PBGC would receive from the
Reorganized Debtors due to pension plan termination, and the PBGC
Settlement Agreement itself, all took place prior to
confirmation.  Because all of the Reorganized Debtors' conduct
with respect to the PBGC and the Pilot Plan occurred prior to
confirmation, the Plaintiffs' claims are discharged pursuant to
Section 1141(d)(1) of the Bankruptcy Code, he avers.  He adds
that the Reorganized Debtors and their former board members are
protected by the exculpation provisions in the Reorganization
Plan.

"Essentially, the Reorganization Plan and Confirmation Order are
clear on their faces, and the majority of the individual
plaintiffs were active participants in these Chapter 11 cases who
objected to the ALPA Agreement, PBGC Settlement Agreement,
confirmation of the Reorganization Plan," Mr. Sprayregen says.
There is simply no good faith basis for the Plaintiffs to have
filed the lawsuit, five years after what the U.S. Court of
Appeals for the Seventh Circuit called "water under the bridge,"
he maintains.

The Reorganized Debtors further ask the Bankruptcy Court to
require the Plaintiffs and their counsel to reimburse them for
all costs and expenses associated with defending against the
discharged lawsuit, reopening their Chapter 11 cases, and
prosecuting this motion.

The Bankruptcy Court will consider the Reorganized Debtors'
request on October 11.  Objections were due September 23.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/ and
http://www.continental.com/, andfollow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts.  Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: United Pilots Want Review of 2006 Plan Order
----------------------------------------------------------------
The United Pilots for Justice, Inc. asks the U.S. Bankruptcy
Court for the Northern District of Illinois to correct the
January 20, 2006 confirmation order for the Reorganized Debtors'
Second Amended Joint Plan of Reorganization by clarifying that
the injunction provisions of the Confirmation Order do not enjoin
the pilots' post-confirmation claims subject to the lawsuit in
the U.S. District Court for the District of Columbia.

In an accompanying memorandum of law and declaration, Kevin
McBride, Esq., at McBride Law, PC, in Rolling Hills Estates,
California, argues that the lawsuit is not subject to the
Confirmation Order and discharge injunction under the
Reorganization Plan for these reasons:

  (1) The Employee Retirement Income Security Act Claims alleged
      in the lawsuit are post-confirmation claims; and

  (2) The lawsuit is not a core proceeding in bankruptcy and the
      Bankruptcy Court lacks subject matter jurisdiction to
      enter into a final order disposing of the lawsuit.

The Plaintiffs believed that the injunction provisions of the
Confirmation Order did not apply to their claims under the ERISA
since those claims had not and could not have arisen prior to
their individual receipt of the PBGC notification of reduced
benefits, which were received approximately eight years after the
Chapter 11 filings, Mr. McBride argues.  It was in light of this
belief that the Plaintiffs commenced the lawsuit against the
Reorganized Debtors, he reasons.

Mr. McBride also stresses that the termination of the Pilot Plan
did not occur until June 13, 2006, about six months after entry
of the Confirmation Order.  He insists that the Plaintiffs'
claims in the District Court are post-confirmation claims
because:

  (i) the PBGC Settlement Agreement became a final order post-
      confirmation;

(ii) the discharge injunction can only apply to claims that
      existed at the time of plan confirmation, not to claims
      where actual harm has not yet occurred; and

(iii) the Plaintiffs in the lawsuit had no actual legal right,
      contingent or otherwise, unit after the confirmation order
      on January 20, 2006.

Mr. McBride further contends that the statutory language of the
ERISA's exclusive jurisdiction provisions prevent the Bankruptcy
Court from exercising its subject matter jurisdiction over the
District Court Complaint.  Since the Plaintiffs' claims neither
arise in the Chapter 11 proceedings nor under Title II of the
ERISA, the ERISA claims are not core proceedings in the
Bankruptcy Court, he asserts.  For these reasons, the Bankruptcy
Court should leave the balance of equities between the ERISA and
bankruptcy law to the District Court, he maintains.

                 Reorganized Debtors Object

"The Plaintiffs cite no legal basis for correcting a confirmation
order a half-decade after it was entered and long after the
Reorganization Plan confirmed in that order was fully
consummated, because there is no such basis," counsel to the
Reorganized Debtors, Michael B. Slade, Esq., at Kirkland & Ellis
LLP, in Chicago, Illinois, asserts.

Mr. Slade clarifies that the Reorganized Debtors are not asking
the Bankruptcy Court to enter a final order dismissing the
District Court Complaint.  Instead, the Reorganized Debtors are
asking the Bankruptcy Court to hold the Plaintiffs in contempt
for violating the discharge injunction, an issue over which the
Bankruptcy Court clearly has core jurisdiction under a well-
established body of case law, he says.

The Bankruptcy Court's ability to enforce the Confirmation Order
is confirmed by the Reorganization Plan and the Confirmation
Order, Mr. Slade asserts.  Moreover, the discharge imposed by the
Confirmation Order applies to all claims, whether or not they
would have been "core" claims if and when asserted in the
Bankruptcy Court, he points out.  At best, the impact of a
discharge injunction on later litigation is naturally decided by
the very Bankruptcy Court that confirmed the plan of
reorganization and entered the discharge injunction, he avers.

Thus, there is no legal basis to amend the injunction or the plan
this far after it was entered but, even if there was a basis, it
would not make sense here, where the claims being asserted in the
District Court Complaint were clearly discharged by the
confirmation of the Reorganization Plan, Mr. Slade maintains.

The hearing on the UPFJ's Motion, originally scheduled for
September 7, 2011, is continued to October 11, 2011.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/ and
http://www.continental.com/, andfollow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts.  Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Files 3rd Qtr. Investor Update
--------------------------------------------------
United Continental Holdings, Inc., filed with the U.S. Securities
and Exchange Commission on September 21, 2011, an investor update
providing forward-looking information for the third quarter and
full year 2011.

United Continental Vice President and Controller Chris Kenny
noted that all year-over-year comparisons in the Sept. 21
Investor Update are based on the pro-forma combined company
financial statements previously published in United Continental's
investor updates in November 2010, December 2010, April 2011,
June 2011 and July 2011.

                         Capacity

The Company estimates its third quarter 2011 consolidated
domestic available seat miles to be down 1.9% and consolidated
international ASM to be up 0.6% for a consolidated system ASM
decrease of 0.8% as compared to the same period in the prior
year.  Despite severe weather during the quarter, the Company
completed a higher percentage of flights than expected, driving
higher capacity than prior guidance, Mr. Kenny related.

                       Revenue Guidance

The Company expects third quarter consolidated Passenger Revenue
per ASM to grow between 9.5% and 10.5% year-over-year, which
implies year-over-year PRASM growth of approximately 10% to 12%
for the month of September.  As with June 2011, the Company's
September year-over-year PRASM growth will be reduced due to the
impact of the trans-Atlantic joint venture revenue-sharing
agreement, which is accounted for as Passenger Revenue in the
third quarter and is entirely booked in the month of September.
While this agreement was effective January 1, 2010, the agreement
was finalized in the fourth quarter of 2010 and all related
activity was recorded as Other Operating Expense.  Thus, the 2010
revenue results do not reflect the negative impact of the joint
venture obligation.  Adjusting for the impact of the trans-
Atlantic joint venture related revenue adjustment in September
2010, the Company expects September 2011 PRASM to grow
approximately 12% to 14% year-over-year.

The Company expects third quarter Cargo and Other Revenue to be
between $1.11 billion and $1.14 billion.

                  Non-Fuel Expense Guidance

The Company expects third quarter consolidated cost per ASM
(CASM), excluding fuel, profit sharing, certain accounting
charges and merger-related expenses to be up 1.7% to 2.7%.

                       Fuel Expense

The Company estimates its consolidated fuel price, including the
impact of settled cash hedges, to be $3.15 per gallon for the
third quarter based on the forward curve as of Sept. 14, 2011.

              Non-Operating Income/(Expense)

The Company estimates third quarter non-operating expense to be
between $250 million and $260 million.  Non-operating
income/(expense) includes interest expense, capitalized interest,
interest income and other non-operating income/(expense).  This
guidance includes a charge of approximately $37 million related
to fuel hedge ineffectiveness for the third quarter, which is an
acceleration of hedge settlement expense that would have been
booked at the time of cash settlement through the fuel expense
line, Mr. Kenny explained.  The Company's fuel expense guidance
for future periods reflects the impact of this charge, he said.

        Profit Sharing and Stock-based Compensation

The Company pays 15% of total GAAP pre-tax profits, excluding
special items and stock compensation expense, as profit sharing
to employees when pre-tax profit excluding special items, profit
sharing expense and stock compensation program expense exceeds
$10 million.  Profit sharing expense is accrued on a year-to-date
basis, and $90 million has been accrued through the second
quarter of 2011.  Stock compensation expense for the purposes of
the profit sharing calculation in the third quarter is estimated
to be $9 million, and $27 million year-to-date through the third
quarter of 2011.

           Capital Expenditures and Scheduled Debt
                and Capital Lease Payments

In the third quarter, the Company expects approximately $225
million of gross capital expenditures and approximately $190
million of net capital expenditures, both excluding purchase
deposits of $51 million.

The Company estimates scheduled debt and capital lease payments
for the third quarter to be $0.3 billion.  During the quarter,
the Company made approximately $0.2 billion of debt and capital
lease pre-payments, bringing total debt and capital lease
payments to $0.5 billion.

                       Cash Balance

The Company expects to end the third quarter with approximately
$8.4 billion of unrestricted cash, cash equivalents and short-
term investments.

                          Taxes

The Company currently expects to record minimal cash taxes in
third quarter 2011, Mr. Kenny discloses.

                   Advance Booked Seat Factor
         (Percentage of Available Seats that are Sold)

Compared to the same period last year, for the next six weeks,
mainline domestic advance booked seat factor is up 1.2 points,
mainline international advance booked seat factor is down 3.5
points, mainline Atlantic advance booked seat factor is down 3.9
points, mainline Pacific advance booked seat factor is down 5.1
points and mainline Latin America advance booked seat factor is
down 1.2 points.  Regional advance booked seat factor is down 0.6
points.
                    Fuel Price Sensitivity

The Company's estimated settled hedge impacts at various crude
oil prices, based on the hedge portfolio as of Sept. 14, 2011,
are:

Cash Settled
Crude Oil Price  Hedge Impact   1Q11   2Q11   3Q11   4Q11   FY11
---------------  ------------   ----   ----   ----   ----   ----
$115 per Barrel  Fuel Price
                Excluding
                Hedge ($/gal) $2.94  $3.37  $3.86  $3.81  $3.50

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.13)($0.27)($0.21)

$105 per Barrel  Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.37  $3.62  $3.57  $3.28

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)       $0.16 ($0.27)($0.11)($0.14)($0.17)

$95 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.37  $3.39  $3.34  $3.26

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.10)($0.03)($0.14)

$88.91 per       Fuel Price
Barrel           Excluding
                Hedge
                ($/gal)       $2.94  $3.37  $3.24  $3.19  $3.19

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.09) $0.01 ($0.13)

$85 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.37  $3.15  $3.10  $3.14

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.09) $0.02 ($0.13)

$75 per Barrel   Fuel Price
                Excluding Hedge
                ($/gal)       $2.94  $3.37  $2.91  $2.86  $3.02

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.27)($0.08) $0.07 ($0.11)

$65 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.94  $3.37  $2.67  $2.62  $2.90

                Increase/
                (Decrease) to
                Fuel Expense
               ($/gal)       ($0.16)($0.27)($0.07) $0.11 ($0.10)

A full-text copy of the Sept. 21 Investor Update is available for
free at http://ResearchArchives.com/t/s?7700

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/ and
http://www.continental.com/, andfollow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002 .  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring
efforts.  Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal
LLP represented the Official Committee of Unsecured
Creditors.  Judge Eugene R. Wedoff confirmed a reorganization plan
for United on Jan. 20, 2006.  The Company emerged from bankruptcy
on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Expects 2012 Capacity to Remain Flat
--------------------------------------------------------
United Continental Holdings, Inc. expects 2012 consolidated
capacity to be flat, according to Jeffery Smisek, Chief Executive
Officer Jeffery of United Continental at the Deutsche Bank 2011
Aviation and Transportation Conference held on Sept. 13, 2011.

Against this backdrop, United intends to reduce domestic capacity
while growing international capacity with the delivery of six
B787 Dreamliners, Mr. Smisek related.  In addition to the six
B787s, United expects to take delivery of 19 B737-900ER, he said.

Otherwise, United leads network carriers in terms of revenue,
pre-tax margin, liquidity and has exceeded the cost of capital,
according to Mr. Smisek.  The airline is also focused on
generating returns that exceed its cost of capital over the
business cycle, he noted.  Among other things, United is
investing in better seats and redefining inflight entertainment
experience, he added.

Mr. Smisek disclosed that since closing the merger on October 1,
2010, the merged company:

  * made $2.4 billion of debt and capital lease payments,
    including prepayment of more than $480 million of debt;

  * built a $1.8 billion base of unencumbered assets, half of
    which are Section 1110 aircraft; and

  * estimated $1.5 billion of scheduled debt payments in 2012.

As to contract issues at the merged airline, United is in joint
negotiations with the pilots group, and has upcoming joint
negotiations with the flight attendants, mechanics and ramp
agents, according to Mr. Smisek.  United is also negotiating with
passenger service agents.

Mr. Smisek stated that the merger is progressing and is on track
to achieve 25% of synergies in 2011.  Specifically, United has
captured more than $130 million in synergies year to date and on
track to achieve 25% of $1 billion to $1.2 billion run rate
synergies in 2011.  He cited these integration milestones in
2011:

  * cross-fleeting
  * completed 1/3 of airport co-locations system-wide
  * insurance
  * prescription benefits
  * inflight magazine
  * rebranded hubs: O'Hare International Airport, San Francisco
    International Airport, Cleveland-Hopkins International
    Airport and Denver International Airport.

United is awaiting a single operating certificate from the
Federal Aviation Administration by year-end of 2011, passenger
service system by the first quarter of 2012.

Full-text copies of the slides used at the Deutsche Bank
conference are accessible for free at:

           http://ResearchArchives.com/t/s?76f7

United Senior Vice President for Financial Planning & Analysis
John Rainey delivered a presentation at Dahlman Rose Global
Transportation Conference held on September 7, 2011.  Mr.
Rainey's presentation is substantially similar to Mr. Smisek's
report.

Full-text copies of the slides used at the Dahlman Rose
conference are available for free at:

    http://bankrupt.com/misc/United_Sept7DahlmanSlides.pdf

                     *     *     *

In a separate article by The Houston Chronicle, Mr. Smisek
revealed that he is pleased with how the merger is progressing.
The CEO acknowledged that there is a still a long list of things
and decisions that "they need to make that are surprising only in
their length."  Details include minute things as creating
cocktail napkins with the company's new logo and deciding which
crated dogs face when placed on aircraft loading belt, the
Houston Chronicle cited.

On the more important aspects of the merger, Mr. Smisek stated
that reaching joint collective bargaining agreements will not
happen by year-end, the Houston Chronicle relayed.  "It was a
very ambitious goal, probably overly ambitious," the CEO was
quoted as saying by the Houston Chronicle.

Likewise, union leaders voice disappointment that they have not
reached collective bargaining contracts with United, the Houston
Chronicle noted.  "We thought we'd be a lot further along with
negotiations for a new contract," stated Capt. Jay Pierce, who
leads the ALPA at Continental, according to the report.  The
pilots started negotiating a new contract with United since
August 2010 and have tried to speed up talks, Mr. Pierce said,
the report related.

As the merger advances, the new carrier will have a smaller
presence in Houston, the Houston Chronicle noted.  New United is
occupying space in two downtown buildings, including
Continental's former headquarters at 1600 Smith, the report
stated.  Only about half of 3,000 people who originally worked
downtown for Continental will remain there, according to the
report.

Mr. Smisek stated that the merger has strengthened the company
amidst expensive fuel, high unemployment, natural disasters and
political turmoil overseas, the Houston Chronicle stated.

"We're making money," Mr. Smisek told the Houston Chronicle.
"Years ago, the airlines in that set of circumstances would be
scrambling for cash and worrying about their survival.  A lot of
things, I think, have changed over the years so that we are in a
much better position to make money domestically and
internationally."

         Airlines Expected to Gain $7-Bil. Profit in 2011

The International Air Transport Association revised its forecast
for airlines' annual profit from $4 billion to $6.9 billion,
according to The Triangle Business Journal.

The IATA explained that the economic slowdown has limited effect
on demand for airline travel and that it will translate to
higher-than-expected profits for the airlines, the report stated.
The revised profit forecast takes into account airfare hikes and
increases for items like excess baggage, the report said.
Despite the higher costs, passenger numbers at U.S. airports have
changed little since last year, according to the report.

Notwithstanding the high estimated annual profit, the IATA
forecasted that annual profit for 2011 will be just 1.2%, which
will drop further to 0.8% next year, the report noted.  The IATA
estimated that the forecasted profit could drop to $4.9 billion
in next year, according to The Triangle Business Journal.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/ and
http://www.continental.com/, andfollow each company on Twitter
and Facebook.

UAL Corp and its affiliates including United Airlines filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec.
9, 2002.  James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland
& Ellis, represented the Debtors in their restructuring effort.
Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP
represented the Official Committee of Unsecured Creditors. Judge
Eugene R. Wedoff confirmed a reorganization plan for United on
Jan. 20, 2006.  The Company emerged from bankruptcy on Feb. 1,
2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


WASHINGTON MUTUAL: Class Nears $209MM Deal Over MBS Allegations
---------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that a class of investors
in Washington state on Sunday sought final approval of a $209
million settlement with Washington Mutual Inc. that would end a
three-year battle over allegations that the defunct bank misled
the market and artificially inflated the prices of its mortgage
backed securities.

Law360 says the settlement, the result of court-ordered mediation
earlier this year, guarantees the plaintiffs at least some
recovery from the rapidly shrinking coffers and insurance held by
the bank, whose 2008 collapse was the biggest bank failure in U.S.
history.

                     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.


WASHTRONICS OF AMERICA: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Washtronics of America
        6160 N. Hollywood Boulevard, Suite 109
        Las Vegas, NV 89115

Bankruptcy Case No.: 11-24915

Chapter 11 Petition Date: September 21, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Matthew C. Zirzow, Esq.
                  GORDON & SILVER, LTD.
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: bankruptcynotices@gordonsilver.com

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

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

The Company’s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb11-24915.pdf

The petition was signed by Richard Guy Girardin, president.


WITSOP DEVELOPMENT: Two Parcels Auctioned Off Last Week
-------------------------------------------------------
Michele Morgan Bolton at The Boston Globe reported that two
parcels of land that were part of a 100-plus-acre mixed-use
development plan along Washington Street were slated to be sold at
auction on Sept. 22, 201.

The report said more than half of the land owned by a subsidiary
of the Norwell-based Witsop Development Group was put up for sale
by South Shore Savings Bank.  The sale was originally planned for
May, but was again postponed in July after the owners filed for
bankruptcy protection.

The report said auctioneer Daniel McLaughlin's Boston-based firm
handled the sale for the bank.  Mr. McLaughlin said the parcels
went back on the books for auction on Sept. 22 after the
bankruptcy claim was dismissed in court.

The report noted that the parcels are part of the foundered
Village of Hanover project, characterized in 2005 as an upscale
lifestyle center that would enhance Hanover's growing main
thoroughfare.

The project was to include one section called Village Park, with
more than 200,000 square feet of commercial and residential space,
and another to be known as Village Commons, a 104-unit condo
project.

The report noted that one of the properties is the 56.23-acre site
where the Village Commons part of the overall plan was to go.  It
has miles of infrastructure already in place, including roads that
have been constructed, drainage systems, and curbs.

The auctioneer may be reached at:

          Daniel McLaughlin
          MCLAUGHLIN & CO. LLC
          31 New Chardon Street
          Boston, MA 02114
          Tel: 617-646-1019
          Fax: 617-646-1290


ZBB ENERGY: Significant Operating Losses Cue Going Concern Doubt
----------------------------------------------------------------
ZBB Energy Corporation filed on Sept. 8, 2011, its annual report
on Form 10-K for the fiscal year ended June 30, 2011.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin,
expressed substantial doubt about ZBB Energy's ability to continue
as a going concern.  The independent auditors noted that the
Company continues to incur significant operating losses and has an
accumulated deficit of $55,343,683.

The Company reported a net loss of $8.4 million on $1.8 million of
revenues for fiscal 2011, compared with a net loss of $9.6 million
on $1.5 million of revenues for fiscal 2010.

The Company's balance sheet at June 30, 2011, showed $12.3 million
in total assets, $8.2 million in total liabilities, and
stockholders' equity of $4.1 million.

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

                       http://is.gd/82twjE

Menomonee Falls, Wisconsin-based ZBB Energy Corporation and its
operating subsidiaries design, develop, and manufacture advanced
energy storage, and power electronic systems to solve a wide range
of electrical system challenges in global markets for utility,
governmental, commercial, industrial and residential customers.


* North Dallas Development Site in Receivership Sale
----------------------------------------------------
Steve Brown at The Dallas Morning News reports that the
MidtownPark property along Meadow Road just east of North Central
Expressway is being sold by court order.  The one-time development
site, which is almost 80 acres, spans almost nine vacant blocks
along Meadow, Manderville Lane and Rambler Road, according to the
report.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***