TCR_Public/111004.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 4, 2011, Vol. 15, No. 275

                            Headlines

6436978 CANADA: A.M. Best Lifts Issuer Credit Rating to 'bb+'
15-35 HEMPSTEAD: Court Approves Add'l $250,000 of DIP Loans
11700 SAN JOSE: Plan Confirmed After Ozarks Deal
A-POWER: Receives Further Nasdaq Notice of Noncompliance
ABITIBIBOWATER INC: Avidity Updates on Preference Recoveries

ALLIANCE HEAVY: Voluntary Chapter 11 Case Summary
AMBAC FINANCIAL: To Seek Plan Outline Approval Wednesday
AMBAC FINANCIAL: Securities Plaintiffs Object to Plan Outline
AMBAC FINANCIAL: Hearing on IRS's Claims Adjourned to Oct. 26
ANCHOR HOCKING: Gets $23 Million Loan From Prospect Capital

ATLANTIC HOUSE: Bankruptcy Stays Auction of Hotel Units
BANKATLANTIC BANCORP: Fitch Affirms 'CC' Long-Term IDR
BLOCKBUSTER INC: Ongoing Business Managed by DISH, Not by Debtor
BORDERS GROUP: To Sell Assets to Barnes & Noble Per Opt Out Deal
BORDERS GROUP: Proposes to Fix Nov. 21 as Admin. Claims Bar Date

BORDERS GROUP: Seeks Nod of Torrance Borders Agreement
CATHOLIC CHURCH: Portland Archdiocese Faces $14-Mil. Abuse Lawsuit
CCB INVESTORS: Susan D. Lasky Approved as Bankruptcy Counsel
CHRISTIAN BROTHERS: Hires Omni as Claims & Administrative Agent
CHRISTIAN BROTHERS: Taps Re/Max 10 as Real Estate Broker

COMMERCIAL VEHICLE: Moody's Raises Corp. Family Rating to 'B2'
CONGRESS SAND: $2.2-Mil. DIP Loan Matured Sept. 30
DAME CONTRACTING: Case Summary & 19 Largest Unsecured Creditors
DAYTON LAND: Case Summary & 5 Largest Unsecured Creditors
DECORATOR INDUSTRIES: Files for Ch. 11 to Reduce Cost Structure

ENER1 INC: Oct. 17 Deadline for Lead Plaintiff in Class Suit
EXTENDED STAY: $8-Bil. Suit vs. Blackstone Stays in Bankr. Court
EXTENDED STAY: JPM, BofA Oppose More Time for Claims Objections
EZENIA! INC: In Discussions for DIP Facility
FRIENDLY ICE CREAM: Said to Be Preparing Bankruptcy and Sale

GENCORP INC: Files Form 10-Q; Earns $1.2MM in Aug. 31 Quarter
GRACEWAY PHARMACEUTICALS: Moody's Lowers 1st Lien Rating to 'Ca'
GULF INSURANCE: A.M. Best Cuts Financial Strength Rating to C++
HARRISBURG PA: Pennsylvania House Moves for Receivership
HSN INC: Moody's Says Capital Return Plan No Impact on 'Ba1' CFR

HUDSON HEALTHCARE: Hospital Sale Hinges on Creditor Deal
IMEDICOR INC: Delays Filing of Annual Report on Form 10-K
IMPLANT SCIENCES: Delays Filing of Annual Report on Form 10-K
INSURER FIN'L: Fitch Affirms 'BB+' Trust Pref. Securities Rating
KINGSBURY CORPORATION: Case Summary & Creditors List

KOREA TECHNOLOGY: Amends Lists of Largest Unsecured Creditors
LAS VEGAS MONORAIL: Plan Confirmation Hearing Set for Nov. 14
LEV BAKERY: Case Summary & 20 Largest Unsecured Creditors
LOS ANGELES DODGERS: Rights Dispute Hearing Set for Oct. 31
MACCO PROPERTIES: Wants to Access Funds From Quail Creek Bank

MANISTIQUE PAPERS: Amends List of Largest Unsecured Creditors
MAYSVILLE INC: Howard J. Delahanty OK'd as Real Property Appraiser
MEDICAL ALARM: Issues $124,750 Promissory Notes to Investors
MONEYGRAM INT'L: Worldwide Signs Fourth Supplemental Indenture
MRI BELTLINE: Case Summary & 13 Largest Unsecured Creditors

MSR RESORT: Proceeds with PGA West, Citrus Members Settlement
MUNIMAE TE: Moody's Affirms 'Ba1' Issuer Rating
NDS GROUP: Moody's Rates $15-Mil. Rev. Credit Facility at Ba2
NEBRASKA BOOK: Seeks More Time, May Rethink Restructuring
NEW BERN: Awaiting Court Confirmation on Amended Plan

NEW HOLLAND: Case Summary & 20 Largest Unsecured Creditors
NEVADA LAND: Case Summary & 3 Largest Unsecured Creditors
NEWPAGE CORP: Final Hearing on $600MM of DIP Financing Today
NEWPAGE CORP: Taps FTI Consulting as Financial Advisors
NEWPAGE CORP: Seeks to Employ Dewey & LeBoeuf as Counsel

NORTHLAND HEAT: Case Summary & 20 Largest Unsecured Creditors
NUCO2 FUNDING: Fitch Affirms Rating on Class B Notes at 'BB'
OCEAN PLACE: Nov. 2 Hearing on AFP 104 Plan Disclosures Set
OLSEN AGRICULTURAL: Committee Can Hire Lane Powell PC as Counsel
PALM HARBOR: Disclosures Approved; Confirmation Hearing on Nov. 17

PHILADELPHIA ORCHESTRA: Court Approves Pops Severance Deal
PICHI'S INC: Can Use Cash Collateral Until Nov. 15
PIEDMONT CENTER: Taps Analytical Consultants as Property Appraiser
PIEDMONT CENTER: Trustee Can Hire Northen Blue as Bankr. Counsel
PRO-TOUCH ENTERPRISES: Case Summary & Largest Unsecured Creditor

PROTEONOMIX INC: Notes Progress Toward Clinical Trial of UMK-121
QUEBECOR MEDIA: DBRS Confirms Issuer Rating at 'BB'
RENAISSANCE SURGICAL: John Seitz Appointed as Chapter 11 Trustee
REOSTAR ENERGY: Can Continue Using Cash Collateral Until Oct. 17
ROBERTS LAND: Files 3rd Amended Joint Plan of Reorganization

SAMARITAN HOSPITAL: Moody's Upgrades Bond Rating to 'B1'
SANITARY AND IMPROVEMENT: Case Summary & Creditors List
SCOTTO RESTAURANT: Files List of 20 Largest Unsecured Creditors
SEA TRAIL: Case Summary & 20 Largest Unsecured Creditors
SEAHAWK DRILLING: Court Confirms Reorganization Plan

SHELBRAN INVESTMENTS: A. Cohen Named Chapter 11 Trustee
SHELBRAN INVESTMENTS: Chapter 11 Trustee Taps Akerman as Counsel
SHENGDATECH INC: Taps PricewaterhouseCoopers as Accountant
SOLYNDRA LLC: Gets Final Nod to Obtain $4MM Loan, Access Cash
SOLYNDRA LLC: Court Approves Pachulski as Bankruptcy Counsel

SOLYNDRA LLC: Court OKs McDermott as Counsel for Gov't Matters
SOLYNDRA INC: Orion Energy Not Affected by Bankruptcy
SPECTRAWATT INC: Employs McCabe & Mack as Local Counsel
STAR GAS: Fitch Affirms Long-Term Issuer Default Rating at 'B'
STIRLING ENERGY: Latest Solar Company to File for Bankruptcy

SUMMIT BUSINESS: SNL Pads Acquires Insurance Subsidiary
SUMMIT III: Can Hire Kay Casto to Handle Bankruptcy Case
SUPERIOR PROPERTY: Ervin Cohen Approved as Bankruptcy Counsel
SUPERIOR PROPERTY: Section 341(a) Meeting Scheduled Today
TELTRONICS INC: To Pay Creditors Through Sale Under Plan
TEREX CORPORATION: Moody's Affirms 'B2' Corporate Family Rating

TOWNSEND CORP: Has Final OK to Use Cash Collateral Until Jan. 7
TOWNSEND CORP: Asks Nod on Stipulation With BMW FS on Use of Cash
TRADE UNION: Creditors Panel Taps Corp. Recovery as Fin'l Advisors
TRAVELPORT HOLDINGS: Files 2nd Amendment to Prepackaged Plan
TRIBUNE CO: Broadcasting Unit Names B. Cook Strategic Advisor

UNIQUE INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'bb'
UNITED CONTINENTAL: Reports August 2011 Traffic Results
U.S. DRY CLEANING: Receives $4.5MM Proceeds From Private Placement
U.S. DRY CLEANING: Court Confirms Plan of Reorganization
VERTELLUS SPECIALTIES: Moody's Reviews 'B1' CFR for Downgrade

VIDEOTRON LTEE: DBRS Confirms Issuer Rating at 'BB'
WASHINGTON MUTUAL: Hedge Funds Appeal Plan-Confirmation Decision
WAXESS HOLDINGS: Registers 20.4 Million Common Shares
WESTMED REHAB: Case Summary & 20 Largest Unsecured Creditors
WINDRUSH SCHOOL: Case Summary & 20 Largest Unsecured Creditors

YELLOW MEDIA: DBRS Cuts Rating on Medium-Term Notes to 'BB'

* Distressed Investors Waiting for Opportunity in Most Sectors
* Bankruptcy Mars Perot's Gamble on Las Vegas Recovery
* Cleanup Case Hinges On Bankruptcy Ruling, Judge Says

* Large Companies With Insolvent Balance Sheets



                            *********



6436978 CANADA: A.M. Best Lifts Issuer Credit Rating to 'bb+'
-------------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating (ICR) to
"bbb+" from "bbb" and affirmed the financial strength rating of
B++ (Good) of Trisura Guarantee Insurance Company (Trisura).
Concurrently, A.M. Best has upgraded the ICR to "bb+" from "bb" of
6436978 Canada Limited (Canada Limited), the non-operating holding
company of Trisura.  The outlook for all ratings has been revised
to positive from stable. Both companies are domiciled in Toronto,
Ontario.

The ICR upgrades reflect Trisura's solid risk-adjusted capital
position, continued trend of favorable earnings and commitment to
the company's strategy.  The positive outlook reflects A.M. Best's
expectation that Trisura will continue to produce favorable
operating trends, while maintaining a solid level of risk-adjusted
capitalization.

These positive rating factors are derived from Trisura's
consistent operating profitability driven by favorable
underwriting results and a steady stream of investment income.  As
a result, pre-tax operating returns on revenue and equity have
increased and overall risk-adjusted capitalization has improved.
Although Trisura's operations are relatively new to the market,
the executive management team includes several experienced
industry professionals, who together previously worked in various
capacities at other successful Canadian property/casualty
insurance companies.  Their expertise and depth of knowledge keeps
them committed to using the broker distribution channel to promote
their products.

Partially offsetting these positive rating factors are Trisura's
elevated underwriting leverage, increased competition, continued
soft market conditions in the liability and fidelity lines, as
well as the impact of a weak economy and the reduced government
spending on some parts of the construction industry in Canada.
A.M. Best believes that challenging economic conditions, along
with soft market conditions, will continue to require Trisura's
management to balance strong operating results with reasonable
growth targets.


15-35 HEMPSTEAD: Court Approves Add'l $250,000 of DIP Loans
-----------------------------------------------------------
Judge Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey previously gave Karen L. Gilman, Esq., the
Chapter 11 Trustee for 15-35 Hempstead Properties, LLC, and
Jackson 299 Hempstead LLC, final authority to use cash collateral
of New York Community Bank and to borrow from NYCB up to an
aggregate amount of $400,000, which includes the $140,000 advance
made pursuant to previous cash collateral orders.

In a consent order dated Aug. 12, 2011, the Bankruptcy Court
modified its final DIP order to permit the Chapter 11 Trustee to
borrow up to an aggregate amount of $650,000.

A copy of the modified budget is available for free at:

        http://bankrupt.com/misc/15-35hempstead.dkt331.pdf

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC and Jackson 299 Hempstead, LLC,
own real property at 101 Boardwalk in Atlantic City, New Jersey.
They filed for Chapter 11 bankruptcy protection (Bankr. D. N.J.
Case Nos. 10-43178 and 10-43180) on Oct. 26, 2010.  Albert A.
Ciardi, III, Esq., at Ciardi Ciardi & Astin, serve as counsel to
the Debtors.   The Debtors each estimated assets and debts at
$10 million to $50 million.

As reported in the TCR on May 24, 2011, the U.S. Bankruptcy Court
for the District of New Jersey approved the appointment of Karen
L. Gilman as Chapter 11 Trustee of the estates of the Debtors.

Robert E. Nies, Esq., at Wolff & Samson PC, represents the
Chapter 11 Trustee as counsel.  Matthew G. Roseman, Esq., at
Cullen and Dykman, LLP, represents secured creditor New York
Community Bank.  Michael J. Viscount, Esq., at Fox Rothschild LLP,
represents the Committee of Unsecured Creditors.


11700 SAN JOSE: Plan Confirmed After Ozarks Deal
------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
confirmed on Sept. 20, 2011, 11700 San Jose Boulevard, LLC's
Amended Plan of Reorganization, dated May 11, 2011, as modified by
the stipulation for the treatment of Class 4, Secured Claim of
Bank of the Ozarks.

The Effective Date of the Plan will be 14 days from the date of
the order.

The Debtor and the Bank stipulate to the following treatment:

(a) As of the date of the Stipulation, the principal balance owed
     to the Bank will be $7,237,013, which includes all of the
     Bank's attorneys fees.

(b) The maturity date of the combined loan will be Dec. 31, 2015.

(c) Payments will be made to the Bank on the 10th day of each
     month.

(d) Beginning with the payment due on Oct. 1, 2011, the
     Stipulated Balance Due owed to the Bank will be amortized
     over 20 years at an interest rate of 4%.  The monthly
     payments will be approximately $43,854.87.

(e) Beginning with the payment due on Oct. 10, 2013, the
     Stipulated Balance Due owed to the Bank will be amortized
     over 20 years at an interest rate of 5%.  The monthly
     payments will be approximately 47,761.08.

(f) On or before the maturity date, the Debtor will pay all
     remaining principal and interest then owing.

(g) Debtor will have the right to prepay the Stipulated Balance
     Due at any time after the Effective Date of the Plan without
     penalty or premium.

Copies of the Plan and the Stipulation are available for free at:

   http://bankrupt.com/misc/11700sanjose.confirmationorder.pdf

As reported in the TCR on July 14, 2011, prior to the deal, the
Debtor had asked the Bankruptcy Court to confirm the amended plan
of reorganization despite the rejection by Class 4 - Secured Claim
of the Bank of the Ozarks.  The Debtor maintained that the Plan
does not discriminate unfairly and is fair and equitable to the
creditor in Class 4 as an impaired class.

The Plan proposed by the Debtor provides for payment of allowed
administrative, priority, secured, and unsecured claims.  The
Debtor will make payments with money obtained from owning and
leasing Mandarin South Shopping Center in Jacksonville, Florida.

                       About 11700 San Jose

11700 San Jose Boulevard, LLC, is a Florida Limited Company, which
owns and leases out a piece of commercial real estate in
Jacksonville, Florida.

11700 San Jose filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-06484) on July 27, 2010.  Lansing J. Roy,
Esq., and Kevin B. Paysinger, Esq., at Bankruptcy Law Firm of
Lansing J. Roy, P.A., in Jacksonville, Florida, assist the Debtor
in its Chapter 11 case.  The Debtor disclosed $11,268,667 in
assets and $7,782,512 in liabilities as of the Petition Date.  The
U.S. Trustee was unable to form a creditors committee.

Frederick R. Brock, Esq., at Gartner, Brock and Simon, in
Jacsksonville, Florida, represents secured creditor Bank of the
Ozarks.

An affiliate, Mardi Investments #2, LLC, filed a separate Chapter
11 petition (Bankr. M.D. Fla. Case No. 10-05524) on June 25,
2010.


A-POWER: Receives Further Nasdaq Notice of Noncompliance
--------------------------------------------------------
A-Power Energy Generation Systems, Ltd. Disclosed that on
September 28, 2011, it received an additional determination letter
from the Staff of The Nasdaq Stock Market LLC.

The Nasdaq Staff indicated in its letter that the Company's
failure, within a reasonable period of time, to provide the Staff
with certain additional information requested in a letter to the
Company dated September 9, 2011 in connection with the Staff's
ongoing inquiry regarding the continued listing of the Company's
securities on Nasdaq, provides an additional basis for delisting
the Company's common stock.  The Staff's additional determination
is based upon the authority granted to Nasdaq under Listing Rule
5250(a).

The Company has been diligently working to provide the information
requested by the Staff and, to that end, submitted the requested
information on September 30, 2011.

As previously reported, the Nasdaq Staff issued a determination
letter on September 1, 2011, stating that the continued listing of
the Company's common stock was no longer warranted pursuant to
Listing Rule 5101 based upon certain circumstances surrounding the
resignation of the Company's independent auditor, MSCM LLP, as
well as the circumstances surrounding the resignations of certain
of the Company's directors.  In addition, the Staff determined
that Company's failure to timely file with the SEC the Form 20-F
for the year ended December 31, 2010, as required by Listing Rule
5250(c), constituted a separate basis for delisting.

                           About A-Power

A-Power Energy Generation Systems, Ltd., through its China-based
operating subsidiaries, is a leading provider of distributed power
generation systems in China and is expanding into the production
of alternative power generation systems.  Focusing on energy-
efficient and environmentally friendly distributed power
generation projects of 25 to 400 megawatts, A-Power also operates
one of the largest wind turbine manufacturing facilities in China.
A-Power acquired Evatech Co. Ltd., a designer and manufacturer of
industrial equipment for amorphous-silicon photovoltaic panels, in
January 2010.


ABITIBIBOWATER INC: Avidity Updates on Preference Recoveries
------------------------------------------------------------
Chapter11Cases.com notes that last Friday, Avidity Partners LLC,
in its role as the Post-Effective Date Claims Agent for
AbitibiBowater Inc. and certain of its affiliates, filed its
periodic report summarizing its efforts in the areas of claim
reconciliation and preference recoveries in the AbitibiBowater
chapter 11 cases.

According to Chapter11Cases.com, Avidity Partners' most recent
status report primarily addresses two areas in which it has been
retained to consummate and implement certain actions in support of
the plan of reorganization: claims reconciliation and recovery of
preferential transfers.  With respect to reconciliation and
resolution of claims, Avidity Partners has assumed responsibility
for 488 claims asserted in an aggregate amount of approximately
$616 million.  According to the status report, 145 of those claims
have been expunged or withdrawn.  Those 145 proofs of claim
asserted an aggregate claim amount of approximately $37.6 million.
An additional 155 proofs of claim have been allowed and those
proofs of claim (which initially asserted over $35 million in
claims) have been reduced by over $11 million.  Of the remaining
188 proofs of claim, 11 are currently pending hearing (aggregate
claimed amount: $3.7 million), 137 have settlement negotiations in
progress (aggregate claimed amount: $103.4 million), and 40 are
still under review (aggregate claimed amount: $436.4 million).

Avidity Partners was also engaged to "pursue, with certain
exceptions, avoidance actions, pursuant to sections 544, 547, 548,
549 and 550 of the Bankruptcy Code, against vendors, insiders and
other entities that received $350,000 or more in the preference
period prior to the commencement of the Debtors' chapter 11
cases."  Avidity commenced 52 avoidance actions as a result and
has, to date, resolved 16 of the actions.  Those 16 actions sought
recovery of approximately $74.7 million in payments and were
settled for an aggregate net value to the AbitibiBowater estates
of just under $46 million.  According to the status report, the
aggregate net value amount includes "improved contract terms,
waiver of claims, and actual cash recovery."  Of the remaining
actions, 17 are currently in active settlement negotiations
(representing $47 million in filed amounts), five are currently in
discovery ($4.5 million), three are in the process of responding
to dispositive motions ($3.8 million) and eleven are awaiting
scheduling ($20.5 million).  Twelve of the defendants are located
outside of the United States.

                   About AbitibiBowater Inc.

AbitibiBowater Inc. -- http://www.abitibibowater.com/-- owns or
operates 18 pulp and paper mills and 24 wood products facilities
located in the United States, Canada and South Korea.  Marketing
its products in more than 70 countries, AbitibiBowater is also
among the largest recyclers of old newspapers and magazines in
North America, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade under the stock symbol ABH on both
the New York Stock Exchange and the Toronto Stock Exchange.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, served as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acted as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, served as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, served as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors were Advisory Services LP, and their noticing and claims
agent was Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel was Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in
New York, served as counsel to the Official Committee of Unsecured
Creditors.  Jamie L. Edmonson, Esq., GianClaudio Finizio, Esq.,
and Daniel A. O'Brien, Esq., at Bayard, P.A., in Wilmington,
Delaware, served as local counsel to the Creditors Committee.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represented the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handled the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's chapter 11 plan of reorganization on Nov. 22,
2010.  The Debtors also obtained approval of their reorganization
plan under the Canadian Companies' Creditors Arrangement Act.
AbitibiBowater emerged from bankruptcy on Dec. 9, 2010.


ALLIANCE HEAVY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Alliance Heavy Equipment Management & Services, L.P.
        19019 Aldine Westfield Road
        Houston, TX 77073-3815

Bankruptcy Case No.: 11-38119

Chapter 11 Petition Date: September 26, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com


Estimated Assets: $100,001 to $500,000

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

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

The petition was signed by Andrew Hotchkiss, general partner.


AMBAC FINANCIAL: To Seek Plan Outline Approval Wednesday
--------------------------------------------------------
Ambac Financial Group, Inc., submitted to the U.S. Bankruptcy
Court for the Southern District of New York a Second Amended Plan
of Reorganization and accompanying Disclosure Statement dated
September 30, 2011.

Shortly before the filing of the 2nd Amended Plan, the Office of
the Insurance Commissioner for the State of Wisconsin, in its
capacity as rehabilitator of Ambac Assurance Corporation's
Segregated Account, acknowledged the Form 8-K filed on Sept. 20,
2011, by AFG with the U.S. Securities and Exchange Commission
regarding the mediation agreement among the Debtor, AAC, the
Segregated Account, the OCI, the Rehabilitator, and the Official
Committee of Unsecured Creditors.

AFG's Plan incorporates the amended plan settlement agreement,
which is based on the Mediation Agreement.

Subject to satisfaction of all required conditions, the Mediation
Agreement resolves all outstanding tax and expense-related issues
between AFG and AAC; and provides an unconditional, full and
complete release of all claims that AFG and the Creditors'
Committee may have against the OCI, the Rehabilitator, AAC and
the Segregated Account.  The Form 8-K filing, which summarizes
the terms and conditions of Mediation Agreement, is accessible at
the SEC at http://ResearchArchives.com/t/s?771a

Under the Mediation Agreement, within 30 days of the filing of
AFG's First Amended Plan of Reorganization, the Rehabilitator
will file a motion with the Dane County Wisconsin Circuit Court
seeking the Circuit Court's approval of the transactions
contemplated by the Mediation Agreement.  The terms and
conditions of the Mediation Agreement, and its benefits for
policyholders and creditors of the Segregated Account, will be
explained in greater detail in the Rehabilitator's motion for
approval, the OCI said.

                  Modifications to the Plan

The 2nd Amended Plan contains clarificatory language and updated
information regarding the Debtor's Chapter 11 case.  The relevant
modifications under the 2nd Amended Plan are:

(1) The 2nd Amended Plan made clear that under the Amended Plan
     Settlement, the Reorganized Debtor will use its best
     efforts to preserve the $7.3 billion net operating losses
     or NOLs for the benefit of the Ambac Consolidated Group,
     including the AAC Subgroup.   The Ambac Consolidated Group
     filed a single consolidated U.S. federal income tax return,
     represent a significant potential asset of the Reorganized
     Debtor.  The AAC Subgroup is the subgroup of the Debtor's
     affiliates of which AAC is the common parent.

     Notwithstanding any terms in the amended tax sharing
     agreement or TSA to be entered under the Amended Plan
     Settlement, the Ambac Consolidated Group intends to comply
     with all applicable regulations and statutes in filings its
     federal income tax return.

(2) The Debtor acknowledged that the Internal Revenue Service's
     position is that the IRS' Claims are not contingent or
     unliquidated and thus are not subject to subordination.
     With respect to the adversary proceeding commenced by the
     Debtor against the IRS, the parties agreed to extend the
     deadlines to:

       (i) serve rebuttal reports to October 12, 2011;
      (ii) serve responses to admissions to October 17, 2011;
     (iii) complete expert depositions to October 26, 2011; and
      (iv) serve dispositive motions to October 28, 2011.

(3) The 2nd Amended Plan provides that if the Class of Senior
     Notes votes to accept the Plan:

       (i) on the Effective Date of the Plan or as soon as
           practicable, the Reorganized Debtor will issue the
           warrants in the amounts set forth in a warrant
           agreement for distribution to holders of General
           Unsecured Claims; and

      (ii) on the surrender date, the Reorganized Debtor will
           issue the Warrants in the amounts set forth in the
           Warrant Agreement for distribution to holders of
           Subordinated Notes Claims.  The amounts and initial
           exercise price of the Warrants will be as set forth
           in the Warrant Agreement. The Reorganized Debtor will
           reserve for issuance the number of shares of New
           Common Stock sufficient for issuance upon exercise of
           the Warrants.

(4) As condition precedent to consummation of the Plan, the
     Bankruptcy Court will have entered an order finding that
     neither an Ownership Change with respect to AAC nor a
     Deconsolidation Event occurred during the 2010 taxable
     year, in a form reasonably acceptable to the Rehabilitator
     with respect to those matters only, unless:

       (i) the Debtor and the IRS enter into a pre-filing
           agreement, prior to the filing of the Ambac
           Consolidated Group's 2011 tax return, by which the
           IRS agrees that no Deconsolidation Event or Ownership
           Change occurred during the 2010 taxable year; or

      (ii) the Debtor and the IRS enter into a closing
           agreement, by which the IRS agrees that no
           Deconsolidation Event or Ownership Change occurred
           during the 2010 taxable year.

(5) The Debtor's amendment or modification of the Plan, or its
     reservation of right to revoke or withdraw the Plan before
     the Confirmation hearing will be subject to the Debtor's
     obtaining consent of the Creditors' Committee, AAC, OCI and
     the Rehabilitator, only to the extent the amendment,
     modification or supplement or revocation or withdrawal
     relates to the Amended Plan Settlement, the Amended TSA,
     resolution of the IRS Dispute, the Cost Allocation
     Agreement or the Cooperation Agreement.

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

   http://bankrupt.com/misc/Ambac_Sept302ndAmPlan.pdf
   http://bankrupt.com/misc/Ambac_Sept302ndAmDS.pdf

Blacklined versions of the Second Amended Plan and Disclosure
Statement are available for free at:

   http://bankrupt.com/misc/Ambac_Sept30Plan_blacklined.pdf
   http://bankrupt.com/misc/Ambac_Sept30DS_blacklined.pdf

                     Amended Plan Exhibits

In a September 23, 2011 filing, the Debtor submitted amended
exhibits containing financial projections and liquidation
analysis, which supersede the exhibits previously filed on
September 21, 2011.

The Amended Financial Projections encompass the years 2011
through 2016.

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

                     Dec.
                     2011   FY2012 FY2013 FY2014 FY2015 FY2016
                     ------ ------ ------ ------ ------ ------
Beginning Cash         $43.8  $52.9  $64.4  $84.1 $116.6 $153.6
                     ------ ------ ------ ------ ------ ------
Total Sources          $35.3  $16.6  $24.8  $37.5  $42.1  $15.6
                     ====== ====== ====== ====== ====== ======

Total Uses            ($26.2) ($5.1) ($5.1) ($5.0) ($5.1) ($5.1)
                     ------ ------ ------ ------ ------ ------
Ending Cash            $52.9  $64.4  $84.1 $116.6 $153.6 $164.2
                     ====== ====== ====== ====== ====== ======

The Amended Liquidation Analysis assumes conversion of AFG's
Chapter 11 case into a Chapter 7 liquidation case on Dec. 8,
2011.  The results in the Amended Liquidation Analysis are
similar to the original liquidation analysis.  Specifically, the
total proceeds available for distribution under the Plan range
from $44,482 to $47,244.  In contrast, the net proceeds available
for payment of claims should AFG liquidate under Chapter 7 range
from $37,547 to $43,101.

Copies of the Amended Disclosure Statement Exhibits are available
for free at:

   http://bankrupt.com/misc/Ambac_Sept27FinclProjectns.pdf
   http://bankrupt.com/misc/Ambac_Sept27LiqAnalysis.pdf

In a separate filing on September 27, 2011, the Debtor submitted
exhibits of these documents in relation to the Plan:

   * Exhibit B: Cooperation Agreement Amendment
   * Exhibit C: Cost Allocation Agreement
   * Exhibit D: Reorganized AFG By-Laws
   * Exhibit E: Reorganized AFG Certificate of Incorporation

Full-text copies of the Plan exhibits are available for free at:

   http://bankrupt.com/misc/Ambac_Sept27PlanExhibits.pdf

              Oct. 5 Disclosure Statement Hearing

The Court will consider the adequacy of the Disclosure Statement,
as amended, on Oct. 5, 2011.

Certain securities plaintiffs and a stockholder of the Debtor
filed timely objections to the Amended Disclosure Statement.

                        The Chapter 11 Plan

The Debtor 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.  The amended plan followed an agreement with Wisconsin's
insurance commissioner to resolve tax and other disputes involving
the Ambac Assurance Corp operating unit.

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.

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.

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.

                   D&O Claims Deadline Yesterday

Ambac Financial Group, Inc. informed Judge Chapman and parties-
in-interest that the Claims Bar Date for the assertion of claims
by its former officers and directors for indemnification,
contribution, or reimbursement has been extended from
September 30, 2011, to October 3, 2011.

The March 1, 2011 Court order extending the deadline for filing
of claims for the D&Os provides that the Claims Bar Date may be
further extended with respect to any claim by any of the Debtor's
Former Officers or Directors at the discretion of the Debtor and
without further notice or order of the Court.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Securities Plaintiffs Object to Plan Outline
-------------------------------------------------------------
The lead plaintiffs and Painting Industry Insurance and Annuity
Funds in the securities class action entitled In re Ambac
Financial Group, Inc. Securities Litigation pending in the U.S.
District Court for the Southern District of New York filed with
U.S. Bankruptcy Court for the Southern District of New York a
reservation of rights with respect to the First Amended
Disclosure Statement explaining the Debtor's Chapter 11 Plan.

The Lead Plaintiffs are Public School Teachers' Pension and
Retirement Fund of Chicago; Arkansas Teachers' Retirement System
and Public Employees' Retirement System of Mississippi, which are
sometimes collectively referred to as U.S. Public Pension Funds.

The Securities Plaintiffs submitted the reservation of rights
solely in an abundance of caution in the event the District Court
does not enter a final order certifying the securities class and
approving the Stipulation of Settlement entered with AFG or that
the settlement does not become effective.  The District Court
scheduled the final hearing for September 28, 2011.

Upon entry of the final order and the Stipulation of Settlement
becoming effective, the reservation of rights will be deemed
withdrawn as moot, the Securities Plaintiffs say.

                         Edward F. Hosinger

Edward F. Hosinger opposes approval of the Disclosure Statement
explaining Ambac Financial Group, Inc.'s Chapter 11 Plan.

Mr. Hosinger complained that the new documents did not provide
any financial information or other data to allow stockholders to
make a judgment about the Amended Plan or Disclosure Statement.
The Disclosure Statement, he points out, lacks financial
information about the Debtor's assets, and method of establishing
accruals or valuing assets especially those whose values are hard
to compare with similar assets.  As a result, those types of
assets could be written down well below their actual value and
show stockholders' equity to be considerably below what it should
be if the assets were valued using other methods of normal
valuation, or by being auctioned in the marketplace, he alleges.

Mr. Hosinger further complains that he did not find any details
about lawsuits the Debtor filed, citing that only JP Morgan and
Bank of America are mentioned in the Debtor's filings with the
U.S. Securities and Exchange Commission.  He stresses that it is
important to know the number of lawsuits and the amount of
damages from each lawsuit as the return from this source should
be substantial over the next years and could raise stockholders
equity significantly.  The settlement with the Internal Revenue
Service, he specifies, is critical as it affects the $800 million
claim the IRS says it is owed and the $7.3 billion net operating
losses.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Hearing on IRS's Claims Adjourned to Oct. 26
-------------------------------------------------------------
Judge Shelley Chapman adjourned the hearing to consider Ambac
Financial Group, Inc.'s objection to the U.S. Internal Revenue
Service's $1.65 billion claims from October 5, 2011, to
October 26, 2011.

The IRS's deadline to respond to the Objection is further
extended from September 28, 2011, to October 24, 2011.

The hearing has been adjourned a number of times.

At the hearing, Ambac Financial will ask the bankruptcy judge to
disallow the U.S. Department of the Treasury - Internal Revenue
Service Claim Nos. 3694 and 3699 because the Claims are
substantially duplicative of one another, each asserting a
priority claim against the Debtor for $807,243,827.

From 1999 through 2008, Ambac Credit Products LLC, a wholly owned
subsidiary of Ambac Assurance Corporation, sold credit protection
to buyers in the form of credit default swap contracts.  AAC
insured ACP's performance under the CDS Contracts.  Because ACP
is disregarded for federal income tax purposes, AAC was treated
as the party to the CDS Contracts.  Almost all of the CDS
Contracts that ACP entered into from 1999 through 2004 were
substantially similar.  Likewise, substantially all of the CDS
Contracts that ACP entered into from 2005 through 2008 were
substantially similar.

AAC treated the Pre-2005 CDS Contracts as "put options" subject
to the "wait and see" method of accounting for federal income tax
purposes.  Pursuant to this method, AAC did not realize income or
expense until it disposed of a bond received from the exercise of
a credit protection buyer's physical settlement right or the
contract expired unexercised.  AAC also continued applying the
"wait and see" method of accounting with respect to its income
from the payments it received with respect to the Post-2004 CDS
Contracts and thus did not recognize income in either 2005 or
2006 because the contracts neither expired nor terminated.

In 2007, AAC suffered significant losses in its CDS Contract
portfolio for financial and statutory accounting purposes
beginning in 2007.  In preparing its 2007 consolidated federal
income tax return, the Debtor, in consultation with its
accountant KPMG LLP, determined that based upon the differences
between the Pre-2005 CDS Contracts and the Post-2004 CDS
Contracts, the Post-2004 CDS Contract should have been treated as
notional principal contracts or NPCs rather than as put options
subject to the "wait and see" method of accounting.

The proposed regulations promulgated in 2004 by the Treasury
Department concerning NPCs (i) require that a taxpayer use either
of two methods to account for "contingent nonperiodic payments,"
as payments made to credit protection buyers with respect to CDS
Contracts upon the occurrence of a credit event - the
"noncontingent swap" method or the "mark-to-market" method; and
(ii) specify that these two methods apply to NPCs entered into on
or after 30 days after the proposed regulations are finalized.

Because the 2004 Proposed Regulations have not been finalized in
2007 and until now, the Debtor applied the "impairment" method of
accounting to these losses.  The Preamble to the 2004 Proposed
Regulations also provides that taxpayers that have not adopted an
accounting method for NPCs providing for contingent nonperiodic
payments must adopt a method that takes those payments into
account over the life of the contract under a "reasonable
amortization method."

In April 2008, the Debtor filed with the IRS an application for
change in accounting method.  The application was supplemented by
a letter dated September 2, 2008, that clarified that AAC had not
adopted an accounting method with respect to losses incurred with
respect to the Post-2004 CDS Contracts, and that AAC would adopt
the impairment method of accounting with respect to any losses.
The IRS has yet to formally rule on the Accounting Method
Application.

As a result of the application of the impairment method of
accounting with respect to the losses incurred under the Post-
2004 CDS Contracts, the Debtor reported an approximately
$33 million taxable loss for 2007 and $3.2 billion taxable loss
for 2008.  On Sept. 23, 2008, August 11, 2009, and Dec. 21, 2009,
the Debtor filed claims for tentative carryback adjustments as a
result of the carryback to prior taxable years of the net
operating losses reflected on its 2007 and 2008 consolidated
federal income tax returns.

Based on these claims, in December 2008, September 2009, and
February 2010, the IRS refunded to the Debtor $11,470,930,
$252,704,185, and $443,940,722 in Tax Refunds, totaling
$708,115,837.  Pursuant to a tax sharing agreement dated July 19,
1991, among the Debtor and its subsidiaries in its consolidated
tax group, as amended, the Debtor distributed the Tax Refunds to
AAC.

On May 5, 2011, the IRS filed its claims, which list taxes
allegedly due and interest and penalties from those taxes but do
not explain the basis for the claims.

The IRS Claims are premised on the assumption that $708,115,837
in tax refunds paid to the Debtor between December 2008 and
February 2010 on account of carrying back losses that resulted
from its credit default swap contracts were erroneously paid to
the Debtor.  However, the Tax Refunds were not erroneously paid
to the Debtor, Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in
New York, argues.

Mr. Ivanick contends that the Debtor is entitled to the Tax
Refunds, and the IRS should not be entitled to assert claims in
respect of those refunds, because AAC's use of the impairment
method beginning in 2007 with respect to the contingent non-
periodic payments under the Post-2004 CDS Contracts was the
initial adoption of a proper method of accounting.

"Even if AAC's use of the impairment method could somehow be
considered an impermissible change in accounting method, the
IRS's withholding of consent from AAC to use the impairment
method should be deemed an abuse of discretion, given that the
Preamble expressly disavowed the 'wait and see' method of
accounting for NPCs with contingent nonperiodic payments, which
AAC had been utilizing up until 2007, and the impairment method
conforms with the Preamble and the IRS's prior guidance," Mr.
Ivanick points out.

In the alternative, even if AAC's use of the impairment method
could somehow be considered improper, the IRS should be equitably
estopped from challenging AAC's use of that method given the fact
that the IRS never formally ruled on the Debtor's Accounting
Method Application and the Debtor's 2007 consolidated federal
income tax return put the IRS on notice of AAC's use of the
impairment method, Mr. Ivanick maintains.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


ANCHOR HOCKING: Gets $23 Million Loan From Prospect Capital
-----------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Prospect Capital
Corp. on Friday said it had loaned $23 million to Anchor Hocking
LLC, the Lancaster, Ohio, glassware maker purchased out of
bankruptcy in 2007 by private equity firm Monomoy Capital
Partners.

Law360 relates that Prospect said the Anchor Hocking senior
secured loan, which will support a recapitalization effort, means
it has closed nearly $900 million in new loan originations in 2011
including more than $200 million in the current quarter.

Based in Lancaster, Ohio, Anchor Hocking Glass Corporation is a
manufacturer of glassware.


ATLANTIC HOUSE: Bankruptcy Stays Auction of Hotel Units
-------------------------------------------------------
Susan Morse at Seacoastonline.com reports that Atlantic House at
York Beach LLC has declared Chapter 11 bankruptcy for eight
condominium hotel units that had been scheduled for auction on
Sept. 28. 2011.  The bankruptcy pertains only to the eight condo
units on the third and fourth floors of Atlantic House, said Peter
Cary, Esq., of Portland, Maine, who is representing Atlantic
House.

Ms. Morse, citing court records, says Atlantic House's 20 largest
creditors for the eight condo units include a $5 million bank loan
from mortgage holder Lawrence Investment Holding LLC of Boston,
Mass.; DeStefano & Associates of Portsmouth, N.H., which is listed
as holding a mechanics lien against the property for $425,624;
Rivers By the Sea, of York, for a trade debt of $282,809; Berstein
Shur of Portland for $183,686 in legal services; and real estate
taxes for the town of York for $158,701.

A meeting of the creditors is scheduled for Oct. 25, 2011, at 1:30
p.m. in the U.S. Trustee's Room in Portland.

Atlantic House At York Beach, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Maine Case No. 11-21395) on Sept. 27, 2011.
Peter G. Cary, Esq., at Mittel Asen, LLC, in Portland, Maine,
serves, as counsel.  The Debtor estimated assets and debts of
$1 million to $10 million.


BANKATLANTIC BANCORP: Fitch Affirms 'CC' Long-Term IDR
------------------------------------------------------
Fitch Ratings has affirmed BankAtlantic Bancorp's (BBX) and its
main subsidiary, BankAtlantic FSB (BFSB), long-term and short-term
Issuer Default Ratings (IDR) at 'CC' and 'C', respectively.  At
the same time, Fitch has withdrawn all of the company's ratings
and will no longer provide ratings or analytical coverage.  BBX's
ratings are no longer considered by Fitch to be relevant to the
agency's coverage.

Since Feb. 23, 2011, BankAtlantic has been operating under Cease
and Desist Order with the Office of Thrift Supervision (OTS) at
both the bank and holding company level.  The regulatory order
included increased regulatory capital requirements for the bank.
Additionally, the holding company is also required to enhance its
capital position. Fitch notes that tangible common equity was very
weak at 0.34% of tangible assets at June 30, 2011.

BankAtlantic Bancorp, Inc. operates as the holding company for
BankAtlantic that provides retail and business banking products
and services in Florida through 100 branches.  As of June 30,
2011, BBX reported $3.86 billion in total assets and $3.42 billion
in deposits.

Fitch has affirmed and withdrawn the following ratings:

BankAtlantic Bancorp

  -- Long-term IDR at 'CC';
  -- Short-term IDR at 'C';
  -- Viability Rating at 'cc';
  -- Individual Rating at 'E';
  -- Support Rating at '5';
  -- Support Floor at 'NF'.

BankAtlantic FSB

  -- Long-term IDR at 'CC';
  -- Long-term deposits at 'CCC/RR3';
  -- Short-term IDR at 'C';
  -- Short-term deposits at 'C';
  -- Viability Rating at 'cc';
  -- Individual at 'E';
  -- Support Rating at '5';
  -- Support Floor at 'NF'.


BLOCKBUSTER INC: Ongoing Business Managed by DISH, Not by Debtor
----------------------------------------------------------------
On April 6, 2011, BB Liquidating Inc., formerly Blockbuster Inc.,
and its debtor affiliates entered into a Purchase and Sale
Agreement with DISH Network Corporation.  Pursuant to the Purchase
Agreement, DISH agreed to purchase substantially all of the
Debtors' assets.  The assets sale closed on April 26, 2011,
whereupon DISH acquired all of the rights, title and interests in
and to the Debtors' assets, including, without limitation, the
"Blockbuster" trade name.

BB Liquidating Inc. says that as a result of the Asset Sale, the
Debtors have no further business operations nor assets to
liquidate.  DISH is the current owner of the "Blockbuster" brand,
inclusive of its ongoing retail, internet, and by-mail
distribution channels.  It is the Debtors' understanding that such
ongoing business operations are being managed by Blockbuster
L.L.C. ("New Blockbuster"), which is an affiliate of DISH and a
non-debtor entity.  Accordingly, all inquiries concerning the
ongoing business of New Blockbuster should be directed to DISH and
the success or failure of New Blockbuster will have no impact on
the recoveries anticipated in these chapter 11 cases for either
creditors or equity interest holders of the Debtors.

None of the publicly owned stocks issued by Blockbuster prior to
the commencement of the chapter 11 cases, including its Class A
and Class B common stock, which are currently trading on the OTCQB
under the symbols BLOAQ and BLOBQ, respectively, are or will
become securities in DISH or New Blockbuster, which are
independent, non-debtor companies.

BB Liquidating is currently in the process of changing the trading
symbols for the Class A and Class B shares to maintain consistency
with the change of the Parent's name to BB Liquidating Inc.

A copy of the Form 8-K, filed Sept. 29, 2011, is available for
free at http://is.gd/PvbXpC

                     About Blockbuster Inc.

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

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

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


BORDERS GROUP: To Sell Assets to Barnes & Noble Per Opt Out Deal
----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized Borders Group, Inc., and its
debtor affiliates to sell certain intellectual property assets,
free and clear of all liens, to Barnes & Noble, Inc. and certain
purchasers of licenses, totaling $15,675,000, subject to an
agreement that would allow Borders' customers to opt out of a
transfer of personally identifiable information or PII to Barnes
& Noble.

Judge Glenn convened a hearing on Sept. 22, 2011, to consider
approval of the sale of the IP assets to Barnes & Noble and other
winning bidders.  The bankruptcy judge continued the sale hearing
to Sept. 26 for parties to resolve privacy issues raised by the
consumer privacy ombudsman appointed in the Debtors' Chapter 11
cases, Tiffany Kary of Bloomberg News reported.

                         Ombudsman Report

Earlier, on Sept. 21, Michael St. Patrick Baxter, Esq., of
Covington & Burling LLP, in his role as consumer privacy
ombudsman, filed a report relating that the Federal Trade
Commission's Bureau of Consumer Protection, and Clark P. Russell,
Assistant Attorney General of the State of New York on behalf of
the Attorneys General of 25 states voiced concerns over the
transfer of personal information in connection with the Borders
sale.  The FTC asserted that Borders Group's May 27, 2008 Privacy
Policy's representation that it could transfer consumers'
personal information if it decided to "sell, buy, merge or
otherwise reorganize it businesses" is not sufficiently broad to
encompass "dissolution of the company and piecemeal sale of
assets in bankruptcy."  The Attorney General believes that the
transfer of any personal information collected under the Pre-May
27, 2008 Privacy Policies is prohibited because those policies do
not contain a transfer-of-control provision.  Thus, the FTC and
Attorney General insisted that it would be appropriate for
Borders to obtain express consent from its customers before it
transfers the data.

The Consumer Privacy Ombudsman made these recommendations in his
Sept. 21 report:

(A) The Debtors may transfer to Barnes & Noble personally
     identifiable information or PII that was collected after
     May 27, 2008, pursuant to the Debtors' May 27, 2008 Privacy
     Policy, provided that Barnes & Noble:

     * adheres to all material terms in the May 27, 2008 Privacy
       Policy;

     * honors the opt-out requests of any consumer that
       previously opted out of receiving marketing messages from
       the Debtors;

     * safeguards all conveyed PII in a manner consistent with
       industry standard data security protections and
       applicable information security laws; and

     * destroys PII for which it determines it has no reasonable
       business need.

(B) The Debtors may transfer to Barnes & Noble PII, provided
     that (i) the Debtors obtain the affirmative consent of
     affected consumers; or (ii) Barnes & Noble Buyer agrees to
     treat PII collected by the Debtors on or before May 27,
     2008, pursuant to the terms of Debtors' privacy policy in
     effect at the time of the collection, and agrees to obtain
     affirmative consent for any material change to the policy
     that relates to PII collected under it.

(C) The Debtors cannot transfer to Barnes & Noble any
     consumer's purchase history information that includes the
     title, genre and other details about specific audiovisual
     materials, including videocassettes, DVDs, regardless of
     when it was collected, unless the Debtors obtain the
     written consent of the affected consumer.

(D) The Debtors may transfer to Barnes & Noble the Aggregate
     Clickstream Data, which reflects, among other things, which
     Web pages users click through the Debtors' home page.

Counsel to the Debtors, David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, argued that the
applicable privacy policy advises consumers that the Debtors may
decide to sell, buy, merge or otherwise reorganize its own or
other businesses.  The PII Sale to Barnes & Noble, he insisted,
is a sale of the Debtors' online business, including its customer
list, domain names and trademarks, which is clearly within the
scope of sales permitted under the Applicable Privacy Policy.
Indeed, from a privacy perspective, Barnes & Noble is the ideal
purchaser of the PII, he said.

Mr. Friedman further averred that the Consumer Privacy
Ombudsman's recommendation to impose restrictions on two types of
PII -- pre-May 2008 transaction history and video purchase
history -- is unwarranted.  According to Mr. Friedman, the
Consumer Privacy Ombudsman incorrectly assumed that a consumer
with purchases before and after May 2008 would believe that their
purchasing history would remain subject to the pre-May 2008
privacy policy.  By continuing to conduct business with the
Debtors after May 2008, those consumers accepted the Debtors' May
2008 privacy policy for their entire purchasing policy, Mr.
Friedman pointed out.  Mr. Friedman insisted that the Video
Privacy Protection Act of 1998 does not bar the transfer of
personally identifiable information concerning video purchases in
the "ordinary course of business," which the VPPA defines as
including "transfer of ownership."

"We are very much interested in purchasing these assets, but . .
. I'm concerned this deal might fall apart over these issues
unnecessarily," Barnes & Noble's counsel, Paul Zumbro, Esq., at
Cravath, Swaine & Moore LLP, in New York -- pzumbro@cravath.com
-- acknowledged at the Sept. 22 hearing, according to Reuters.

In court papers, Mr. Zumbro stated that while it is
understandable that the Debtors sought the appointment of an
ombudsman before the identity of the buyer or the exact contours
of the structure of the transaction were known, Barnes & Noble
believes that given those reasons, it is now clear that the
request to appoint a consumer privacy ombudsman may have been
unnecessary at best, and counterproductive at worst.

Mr. Zumbro further asserted that the selection of a May 27, 2008
cut-off date for the treatment of data one way or the other is
not consistent with the Bankruptcy Code or the expectation of
consumers who transacted with Borders following the May 27, 2008
effective date of the change to the Borders privacy policy that
permits the sale of customer data in connection with an asset
sale transaction.  However, Barnes & Noble believes that, for the
approximately 69% of Borders customers who are not also Barnes &
Noble customers, an opt-out opportunity is sufficiently
protective and would accept a requirement.  Barnes & Noble
further believes that the opt-out opportunity should not be
required for the approximately 31% of Borders customers who have
already accepted Barnes & Noble's privacy policy.

Notwithstanding Barnes & Noble's representations, Judge Glenn was
worried the federal and state regulators might see things
differently, Reuters reported.

"You recognize the risk that even if I approve the transaction .
. . the Federal Trade Commission or state Attorneys General may
decide they're not satisfied and they bring an enforcement
action," the bankruptcy judge was quoted as saying by Reuters at
the Sept. 22 hearing.

                    Terms of Opt Out Agreement

On Sept. 26, the Debtors submitted to the Court a revised
proposed order providing that in addition to the terms specified
in an asset purchase agreement with Barnes & Noble, the transfer
of the PII to Barnes & Noble will be subject to additional
requirements pursuant to a transfer and opt out agreement.

At a hearing held on Sept. 26, Judge Glenn held that the terms of
the sale are fair and reasonable and provide appropriate
protection to privacy interests of many people who have become
part of the Borders customer database, according to a separate
report by Tiffany Kary of Bloomberg News.  The Consumer Privacy
Ombudsman told Judge Glenn at the Sept. 26 hearing that the
transfer and opt-out agreement resolved those concerns, Bloomberg
related.

Pursuant to the Opt-Out Agreement, all former Borders' customers
will be told by e-mail that they can choose not to have
personally identifiable information transferred with the sale,
Borders' bankruptcy lawyer, Andrew K. Glenn, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, explained to the bankruptcy judge
at the Sept. 26 hearing, Bloomberg relayed.  Otherwise, all data,
regardless of when it was collected or whether customers
previously opted not to share it, will be transferred to Barnes &
Noble, with the exception of video titles, according to
Bloomberg.

The Opt-Out Agreement further provides that opt-out period will
be a period of 15 calendar days from the opt-out notice.  Barnes
& Noble will not use any of the specified transferred PII for any
purpose other than to verify transfer of data from the Debtors to
Barnes & Noble and to conduct the opt-out process during the
period of 15 calendar days from the date of first display of Web
site/USA Today notice of transfer and opt-out right and will
purge all specified transferred PII for any Borders customer who
has exercised his or her opt-out right in the 30-day specified
transferred PII notice period.

Barnes & Noble will purge any PII for which it determines it has
or may have no reasonable business need.  Barnes & Noble will
submit to the Court an affidavit of compliance certifying as to
its compliance with the requirements promptly following the
latest date by which all opt-out PII must be purged.

A full-text copy of the Transfer and Opt Out Agreement is
available for free at:

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

                       IP Asset Sale Terms

Judge Glenn entered an order approving the sale of Borders' IP
assets on Sept. 27, 2011.

Barnes & Noble will pay $13,900,000 to acquire, among other
things, all of the Debtors' interests in and to all U.S. federal,
state and foreign trademarks, service marks, trade name, service
names, brand names, all trade dress rights, logos and corporate
names; social media accounts; domain names; Web site content;
toll-free numbers; and all propriety rights with respect to the
transferred intellectual property and other assets, including
those relating to the Customer List.

A full-text copy of the asset purchase agreement governing the
sale of IP assets to Barnes & Noble, as revised, is available for
free at http://bankrupt.com/misc/Borders_B&NAPA.pdf

In connection with the sale, Barnes & Noble granted certain
purchasers of rights licenses to use trade marks associated with
the assets acquired by each entity:

                                                  Purchase
Entity               Assets Acquired              Price
------               ---------------              ---------
Pearson Australia    License to Marks              $450,000
Group Pty Ltd.       for Australia & New Zealand

Berjaya Books SDN    License to Marks              $825,000
BHD                  for Malaysia

Al Maya              License to Marks              $500,000
International Ltd.   for certain Persian
                     Gulf Countries,
                     Including the United
                     Arab Emirates

Full-text copies of the Specified License Agreements are
available for free at:

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

The Debtors retain the right the right to designate a licensee
reasonably satisfactory to Barnes & Noble for the territory of
Singapore on the same terms and conditions as the Specified
License Agreements as provided and subject to the limitations
contained in the APA.

The Debtors will be third-party beneficiaries under the Specified
License Agreements with the right to enforce any payment owed by
Licensees to Debtors.

The Debtors are authorized to terminate under Section 365
of the Bankruptcy Code these agreements:

  * A September 21, 2007, Brand License Agreement among Borders,
    Inc., Borders (UK) Limited, and Borders Books Ireland
    Limited

  * A June 10, 2008, Brand License Deed between Borders, Inc.
    and Spine NewCo Pty Ltd

  * A June 1, 2009, Area Development and Operation Agreement
    between Borders International Services, Inc. and Al Maya
    International Ltd

  * A March 14, 2005, Area Development and Operation Agreement
    and related agreements between Borders International
    Services, Inc. and Berjaya Books SDN BHD.

Judge Glenn also authorized the Debtors to pay PC Mall, Inc., a
$150,000 termination fee out of the sale proceeds.  The Court
acknowledged that the Termination Fee was and is necessary to the
preservation of the value of the estate and is approved and
allowed as an administrative expense pursuant to Sections 503(b)
and 507(a) of the Bankruptcy Code.

In a supporting declaration, Joseph Hayek, executive vice
president of PC Mall, Inc., related that the termination fee was
negotiated in good faith and from arm's-length bargaining.

Any objections to the IP Sale Motion that have not been
withdrawn, waived or settled, and all reservation of rights
included in those objections, are overruled on the merits, Judge
Glenn ruled.

The objections to the IP Sale Motion are also mooted because none
of the Winning Bidders are assuming the executory contracts,
according to a notice filed before entry of the Court order.

Upon closing of the sale of the IP Assets, the Debtors will cease
doing business through their Web site, http://www.borders.com,
according to court papers.

                     IP Asset Sale Auction

Before the entry of the sale order, David Peress, principal of
Streambank LLC, filed with the Court a declaration detailing the
results of the auction of the IP Assets.  At the conclusion of
the Sept. 14, 2011 auction, the "Winning Bidders" and "Back Up
Bidders" were determined by the Debtors in consultation with the
Official Committee of Unsecured Creditors.

  (a) For Lot 1 consisting of substantially all of the Assets
      except for: (i) the Debtors' Legacy v.4 IP Addresses, (ii)
      the Debtors' interests in trademarks, country specific
      domain names and related intellectual property in
      Australia and New Zealand (Lot 6); (iii) the Debtors'
      interests in trademarks, country specific domain names and
      related intellectual property in Singapore (Lot 7); (iv)
      the Debtors' interests in trademarks, country specific
      domain names and related intellectual property in Malaysia
      (Lot 9); and (v) the Debtors' interests in trademarks,
      country specific domain names and related intellectual
      property in the United Arab Emirates, Kuwait, Bahrain,
      Qatar and Oman (Lot 11), the Winning Bidder was Barnes &
      Noble, Inc., for a purchase price of $13.9 million and the
      Back Up Bidder was PC Mall, Inc., for a purchase price of
      $13.8 million.

  (b) For Lot 6, the Winning Bidder was Pearson (Book World) for
      a purchase price of $450,000.

  (c) For Lot 7, the Winning Bidder was Popular Holdings Limited
      (Singapore) for a purchase price of $100,000.

  (d) For Lot 9, the Winning Bidder was Berjaya Books SDN BHD
      for a purchase price of $825,000 and the Back Up Bidder
      was Barnes & Noble, Inc. for $800,000.

  (e) For Lot 11, the Winning Bidder was Al Maya International
      LTD (FZC) for $500,000.

In support of the sale, Barnes & Noble and the purchasers of
licenses filed with the Court declarations stating that their
negotiations with the Debtors' representatives were at arm's-
length.  The Winning Biddders assured the Court that they do not
have an agreement with any person or entity with respect to the
proposed transfer of the IP Assets.

The declarants are:

  * Vivek P. Bahirwani, Manager of, and Shareholder in, Al Maya
    Global LLC;

  * Su Peng Yau, Chief Operating Officer of Berjaya Books SDN
    BHD;

  * Daniel Rufino, Penguin Group Digital Director of Pearson plc
    with authority to represent Pearson Australia Group Pty
    Limited; and

  * Koo Lee Sze, Director of Finance of Popular Holdings
    Limited.

                       About Borders Group

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

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

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

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

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

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

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

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


BORDERS GROUP: Proposes to Fix Nov. 21 as Admin. Claims Bar Date
----------------------------------------------------------------
Borders Group Inc. and its affiliates ask the Bankruptcy Court to
fix Nov. 21, 2011, as the deadline by which holders of
administrative expenses against any of the Debtors must file proof
of claim forms asserting those claims.

At the current stage of their Chapter 11 cases, the Debtors
believe that establishing an Administrative Expense Bar Date will
help facilitate an orderly liquidation of their estates and
ultimately, confirmation of a plan of liquidation and
consummation, Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres
& Friedman LLP, in New York, tells the Court.

For purposes of the Debtors' motion, the term "Administrative
Expense" will mean, as to or against any of the Debtors:

  (a) any right to payment, whether or not the right is reduced
      to judgment, liquidated, unliquidated, fixed, contingent,
      matured, unmatured, disputed,  undisputed, legal,
      equitable, secured, or unsecured, including gift cards and
      gift certificates issued by the Debtors, on or after the
      Petition Date; and

  (b) any right to an equitable remedy for breach of performance
      if the breach gives rise to a right of payment, whether or
      not the right to an equitable remedy is reduced to
      judgment, fixed, contingent, matured, unmatured, disputed,
      undisputed, secured or unsecured, that (x) arises under
      Sections 365(d)(3), 365(d)(5), or 503(b)(1) through (8) of
      the Bankruptcy Code; and (y) first arose on or after the
      Petition Date, through and including October 21, 2011.

The Debtors propose these procedures to govern all Administrative
Expense Proofs of Claim:

(A) The Administrative Expense Proofs of Claim filed against
     the Debtors must substantially conform to the form proposed
     by the Debtors and must;

       (i) be signed;

      (ii) include supporting documentation (if voluminous,
           attach a summary) or an explanation as to why
           documentation is not available;

     (iii) be in the English language; and

      (iv) be denominated in United States currency.

(B) The original Administrative Expense Proof of Claim Form
     should be sent to these addresses:

     If by first-class mail, to:

      The Garden City Group, Inc.
      Attn: Borders Group, Inc.
      P.O. Box 9690
      Dublin, Ohio 43017-4990

     If by hand delivery or overnight courier, to:

      The Garden City Group, Inc.
      Attn: Borders Group, Inc.
      5151 Blazer Parkway, Suite A
      Dublin, Ohio 43017

         - or -

      United States Bankruptcy Court, SDNY
      One Bowling Green
      Room 534
      New York, New York 10004

(C) Administrative Expense Proofs of Claim will be deemed filed
     only when received by the official noticing and claims
     agent in the Debtors' Chapter 11 cases, The Garden City
     Group, Inc. or the Court on or before the Administrative
     Expense Bar Date.

(D) Administrative Expense Proofs of Claim must specify the
     appropriate case numbers and the Debtors against which the
     claim is filed by checking the appropriate boxes on the
     form; if the holder asserts a claim against more than one
     Debtor or has claims against different Debtors, only one
     proof of claim should be filed specifying all those
     Debtors.  In the event a claimant does not check any box on
     the Administrative Proof of Claim Form, the claim will be
     attributed to Borders, Inc.  Holders of Gift Card Claims
     should check the box corresponding to Borders, Inc. (Case
     No. 11-10615).

(E) Neither the Court nor GCG will be required to accept
     Administrative Expense Proofs of Claim sent by facsimile,
     telecopy, or electronic mail transmission.

The Debtors propose that any person or governmental unit or other
incorporated or unincorporated entity or association asserting an
Administrative Expense be required to file a request for payment
of such Administrative Expense on or before the Administrative
Expense Bar Date, and that any Administrative Expense not
asserted by the Administrative Expense Bar Date be deemed
disallowed, waived, and forever barred.

Nevertheless, the Debtors propose that these holders of claims be
not required to file an Administrative Expense Proof of Claim:

  * Any party that has already properly filed an Administrative
    Expense Proof of Claim with the Court or GCG that clearly
    sets forth that such party is asserting an Administrative
    expense;

  * Any party whose Administrative Expense has been allowed by a
    prior order of the Court;

  * Any Debtor or Debtors holding an Administrative Expense
    against one or more other Debtors; and

  * Any professional advisor retained by the Debtors or the
    Official Committee of Unsecured Creditors under Sections
    327, 328, 363, or 1103 of the Bankruptcy Code and whose
    Administrative Expense is for services rendered or
    reimbursement of expenses incurred in these Chapter 11
    cases.

The Debtors further propose to advise holders of potential
Administrative Expenses that if they fail to file an
Administrative Expense Proof of Claim by the Administrative
Expense Bar Date, those holders (a) will be forever barred and
stopped from asserting their Administrative Expenses against the
Debtors or their estates; and (b) will not be permitted to
receive payment from the Debtors' estates or participate in any
distribution under any plan or plans of liquidation in the
Debtors' Chapter 11 cases on account of those Administrative
Expenses.

The Debtors ask the Court to fix October 21, 2011, for the
mailing of the Administrative Expense Bar Date Notice.  The
Administrative Expense Bar Date and the Mailing Date will allow a
period of at least 21 days for holders of Administrative Expenses
to file proof of claim forms, which is more than adequate notice
of the Administrative Expense Bar Date, according to Mr. Glenn.

In addition to mailing the Administrative Expense Bar Date
Notice, the Debtors propose to publish the Publication Notice of
Administrative Expense Bar Date in USA Today no less than 21 days
before the Administrative Expense Bar Date.  The publication is
designed to maximize the likelihood of reaching all potential
holders of Administrative Expenses, Mr. Glenn says.

The Debtors further propose that all potential holders of
Administrative Expenses who do not receive the Mailing Notice be
deemed to have received constructive notice of the Administrative
Expense Bar Date through the Publication Notice, and that the
order approving this request find that all those holders are
bound by the Administrative Expense Bar Date.

The Court will consider the Debtors' request on October 11, 2011,
which is also the deadline to file objections to the request.

                       About Borders Group

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

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

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

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

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

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

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

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


BORDERS GROUP: Seeks Nod of Torrance Borders Agreement
------------------------------------------------------
Borders Group Inc. and its affiliates seek the Bankruptcy Court's
permission to enter into a settlement agreement for the
termination of a lease for a Borders store in Torrance,
California, with landlord Torrance Borders Partners, Ltd.

During the period of time that Borders was a wholly owned
subsidiary of K-Mart Corporation, K-Mart entered into a series of
agreements with developers and their lenders designed to decrease
the developer's financing costs for developing locations for use
by certain of Kmart's wholly owned retail operator subsidiaries,
including Borders.  One location is the Borders store located in
Torrance, California.  Torrance Store is an approximate 36,000
square foot 'box store.'

The developer of the Torrance Store, NCC Torrance/B Associated
Limited Partnership, which was succeeded in interest by the
Landlord financed the transaction through a mortgage loan
advanced by National Tenant Finance Corporation pursuant to a
Loan Satisfaction Agreement and evidenced by two Promissory Notes
in the original principal amounts of $3,383,000, which has been
fully amortized and satisfied, and $7,049,000.  The Mortgage Note
is secured by, among other things, a Deed of Trust encumbering
the Torrance Property.  As part of the Torrance Store development
transaction, Borders entered into a Lease with Landlord.

The bankruptcy filing of K-Mart constituted a "Triggering Event"
under the Note Put Satisfaction Agreement and Borders purchased
both mortgage notes, including the Mortgage Note, in February
2002.  Borders remains the owner of all right, title and interest
in and to the Loan, the Mortgage Note and all documents securing
or otherwise evidencing the Loan.

There is currently due and owing under the Mortgage Note a
$6,608,000 principal amount.  The Mortgage Note is not scheduled
to be fully amortized and satisfied until the conclusion of the
current term of the Torrance Lease on November 9, 2019.

To recall, Borders sought Court approval of the sale of the
Mortgage Note to Hareff Torrance LLC.  The Official Committee of
Unsecured Creditors, however, objected to the Hareff Agreement.
In light of the objection, the Debtors decided to adjourn the
motion seeking to approve the Hareff Agreement.  Borders
continued negotiations with Hareff for the sale of a 100%
interest in the Mortgage Note.

In addition, with the assistance of DJM Realty, Borders opened up
discussions with the Landlord regarding the termination of the
Torrance Lease and satisfaction of the Mortgage Note at a
discounted amount or purchase of the Mortgage Note by an
affiliate of Landlord.  The Debtors determined that the Landlord
has offered the best and highest bid for the Mortgage Note.

Accordingly, the Debtors, with the consent of the Creditors'
Committee, entered into the Mortgage Note Satisfaction Agreement,
whereby:

(A) Upon execution of the Mortgage Note Satisfaction Agreement,
     the Landlord will place a $500,000 good faith deposit with
     Dickinson Wright PLLC as escrow agent.  If the transaction
     does not close due to a default of Landlord, the Deposit
     will be released to Borders as liquidated damages.  In the
     event the transaction does not close: (i) due to the
     "Effective Date" not occurring on or before November 1,
     2011; (ii) the Satisfaction Agreement is terminated by
     either party in the event an appeal of the order approving
     the Debtors' Motion; or (iii) a default of Borders, the
     Deposit will be returned to the Landlord.

(B) The Landlord as borrower under the Mortgage Note
     Satisfaction Agreement will pay to Borders $3,925,000 on
     the Effective Date of the Mortgage Note Satisfaction
     Agreement.

(c) At the Landlord's election, upon the Effective Date and
     payment of the Satisfaction Amount, either the Mortgage
     Note will be deemed satisfied and the Mortgage discharged,
     or the Mortgage Note will be transferred to an affiliate of
     Landlord.

(D) The Torrance Lease will be deemed terminated as of
     September 14, 2011.  Borders has surrendered the Torrance
     Property to Landlord in "as is, where is" condition.

(E) Upon the Effective Date and payment of the Satisfaction
     Amount, Borders will consider the Mortgage Note satisfied
     in full and will release the Mortgage Note, and will waive
     any and all claims against the Landlord and its affiliates
     arising under or relating to the Lease or the Mortgage
     Note.  Upon the Effective Date, the Landlord and its
     affiliates will waive any and all claims against the
     Debtors, whether such claims constitute prepetition claims,
     administrative priority claims, or otherwise.

(F) In the event Borders or the Debtors' estates are obligated
     to return any portion of the Satisfaction Amount, the
     Mortgage Note and Mortgage will be deemed reinstated.

A full-text copy of the Mortgage Note Satisfaction Agreement is
available for free at:

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

The Debtors also seek a waiver of the 14-day stay of the order
approving the Satisfaction Agreement under Rule 6004(h) of the
Federal Rules of Bankruptcy Procedure so that the Satisfaction
Agreement may close immediately after entry of the order,
accelerating the Debtors' receipt of the Satisfaction Amount.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, relates that the Debtors are liquidating their
holdings and have determined that the Torrance Lease is not of
value for their estates or creditors.  In contrast, foreclosing
upon the Mortgage Note will necessitate costly litigation and
that the related holding costs of the Torrance Property will be a
further drain upon the Debtors' estates.  Based on years of
trying to market the Mortgage Note and the Torrance Lease, the
Debtors determined that no better alternative exists for
maximizing recovery on those assets, he maintains.

The Court will consider the Debtors' request on October 4, 2011.
Objections are due no later than October 3.

                       About Borders Group

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

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

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

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

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

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

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

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


CATHOLIC CHURCH: Portland Archdiocese Faces $14-Mil. Abuse Lawsuit
------------------------------------------------------------------
A 41-year-old woman has filed a $14 million lawsuit against the
Archdiocese of Portland in Oregon for alleged sexual abuse when
she was teenager, OregonLive.com reports.

The Woman names Father Edward Altstock as the abuser when he was
assigned at St. John the Apostle parish in Reedsport sometime in
the 1980s, notes the report.

The Woman claims she has suffered "significant emotional and
spiritual damage" after she was sexually abused, and that the
abuse began when she was 14 and continued until she was at least
18.

The suit, filed in U.S. District Court, seeks $4 million in
general claims and $10 million in punitive damages.  The Woman
said she spent about $200,000 on counseling, psychiatric and
psychological medical treatment, and is suing for those costs as
well, according to the report.

The Woman is represented by Kelly Clark, Esq., at O'Donnell Clark
and Crew LLP, in Portland, Oregon.

Father Altstock retired in July 2001.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for Chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on February 27,
2007.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CCB INVESTORS: Susan D. Lasky Approved as Bankruptcy Counsel
------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. States Bankruptcy Court for
the Southern District of Florida authorized CCB Investors Assets
Management, LLC, to employ Susan D. Lasky, Esq. and Susan D.
Lasky, PA, as counsel.

To the best of the Debtor's knowledge, Susan D. Lasky, PA is
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About CCB Investors

Jupiter, Florida-based CCB Investors Assets Management, LLC, filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 11-32534) on
Aug. 11, 2011.  Judge Erik P. Kimball presides over the case.  The
Debtor disclosed  $16,227,164 in assets and $6,845,325 in
liabilities.  The petition was signed by Chris Baker, manager.

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


CHRISTIAN BROTHERS: Hires Omni as Claims & Administrative Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized The Christian Brothers' Institute and The Christian
Brothers of Ireland, Inc. to employ Omni Management Group as (i)
claims, noticing and balloting agent, and (ii) administrative
agent.

Omni will be paid as set forth on the pricing schedule in the
engagement agreement and reimbursed for out-of-pocket expenses
incurred after the Petition Date on account of the Services,
subject to Court approval.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New
York, N.Y., serves as the Debtors' bankruptcy counsel.  In its
schedules, The Christian Brothers' Institute disclosed assets of
$63,418,267 and liabilities of $8,484,853 as of the Petition Date.
In its schedules, CBOI discloses assets of $1,091,084 and
liabilities of $3,622,500 as of the Petition Date.


CHRISTIAN BROTHERS: Taps Re/Max 10 as Real Estate Broker
--------------------------------------------------------
The Christian Brothers of Ireland, Inc., asks the U.S. Bankruptcy
Court for the Southern District of New York for authority to
employ Re/Max "10" as its real estate broker with respect to the
marketing and sale of real property located at 9757 S. Seeley
Avenue, Chicago, Illinois.

The Property was used as a residence for the Debtor's brothers in
Chicago, Illinois, and is no longer occupied.

Upon sale of the Property, Re/Max will be paid a commission equal
to six percent of the sales price.  In the event another licensed
real estate broker is solicited by Re/Max to become involved in
the transaction, Re/Max will pay the broker a fee for services by
separate agreement with such broker, and in no event will the fee
for services paid by the Debtor exceed the Commission.

Richard Ostergren, a member of Re/Max, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New
York, N.Y., serves as the Debtors' bankruptcy counsel.  In its
schedules, The Christian Brothers' Institute disclosed assets of
$63,418,267 and liabilities of $8,484,853 as of the Petition Date.
In its schedules, CBOI discloses assets of $1,091,084 and
liabilities of $3,622,500 as of the Petition Date.


COMMERCIAL VEHICLE: Moody's Raises Corp. Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service upgraded Commercial Vehicle Group,
Inc.'s Corporate Family Rating to B2 from B3, and Probability of
Default Rating to B2 from B3. In a related action Moody's also
assigned a definitive B2 rating to the company's $250 million
7.875% senior secured notes due 2019. These actions conclude the
review for possible upgrade initiated in April 2011. Moody's
previously indicated that the upgrade was primarily contingent
upon successful completion of the transaction which refinanced the
then existing $163 million of debt. The rating outlook is stable.

RATINGS RATIONALE

The B2 CFR reflects modest size, relatively high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is primarily sensitive to
economic cycles, fleet age, and regulatory implementation
schedules. The CFR considers the substantial cash balance and
absence of funded debt maturities until 2019. Moody's recognizes
CVGI's demonstrated ability to manage its cost structure and
working capital position to minimize cash burn in a challenging
economic environment. Moody's believes the company is positioned
to benefit from additional modest improvement in commercial
vehicle build rates at least through mid 2012 and has sufficient
liquidity to support associated working capital needs.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation that liquidity will remain good over the next twelve
months. CVGI reported $84 million of cash at June 30, 2011.
Liquidity is further enhanced by an undrawn $40 million revolving
credit facility (unrated) due April 2014. Moody's believes that
even though CVGI likely will have cash needs over the near term
for working capital purposes and expansionary capital spending, it
is expected to generate modest free cash flow over the next year.

The stable rating outlook incorporates Moody's expectation that
leverage (adjusted debt-to-EBITDA) will decline from 6.2x (roughly
4.75x on net leverage basis) currently to closer to 5 times by the
end of 2012 as CVGI continues to benefit from increased commercial
vehicle production and new business awards.

Given the current upgrade, further positive rating movement near-
term is unlikely for the company. A positive action would likely
require expectations for leverage below 4.5x, EBIT/Interest
coverage above 2x, and sustained positive free cash flow
approaching 10% of debt. Conversely, Moody's could take a negative
action if it becomes likely by end of 2012 that the leverage could
be sustainably over 5.5x, if commercial vehicle build does not
improve as expected, or if the company experiences a substantive
deterioration in its liquidity position.

Commercial Vehicle Group, Inc is a provider of customized products
for the commercial vehicle market, including the heavy-duty truck,
construction, agricultural, specialty and military transportation
markets. The company is an amalgamation of several predecessor
organizations whose products include cab structures & assembly,
seats & seating systems, trim systems & components, wire
harnesses, wipers, controls and mirrors. Revenues were roughly
$700 million for the last twelve month period ended June 30, 2011.

The principal methodology used in rating Commercial Vehicle Group,
Inc. was the Global Automotive Supplier Industry Methodology
published in January 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.


CONGRESS SAND: $2.2-Mil. DIP Loan Matured Sept. 30
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved an amendment (the ?DIP Amendment?) to the Debtor's DIP
Loan and Security Agreement (the ?DIP Loan Agreement?), increasing
the amount of the Debtors' post-Petition Date credit facility (the
?DIP Loan?) from $1,900,000 to $2,200,000 and extending the
maturity date of the DIP Loan to Sept. 30, 2011.

All provisions of the Court's Final Order authorizing the Debtors
to obtain post-petition financing from Presidential Financial
Corporation and authorizing the use of cash collateral will be
applicable to the DIP Amendment and DIP Loan Amendment.

The case docket as of Oct. 3, 2011, reveals that the Debtor had
not filed any motion to have the maturity extended beyond
Sept. 30.

As reported in the TCR on Aug. 10, 2011, Presidential increased
the maximum loan amount of the DIP financing to $1,900,000.

On Dec. 16, 2010, the Court authorized, on a final basis, the
Debtor to obtain (i) $1,750,000 postpetition financing; and (ii)
use cash collateral.

A copy of the DIP Loan Agreement in the Maximum Loan Amount of
$1,750,000 is available for free at:

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

                       About Congress Sand

Bridgeport, Texas-based Congress Materials, LLC -- dba Green
Aggregates and Union Materials, LP -- filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37526) on
Oct. 28, 2010.  It estimated assets and debts at $10 million
to $50 million.

Kerens, Texas-based Congress Sand & Gravel, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37522) on
Oct. 28, 2010. It estimated its assets and debts at $1 million to
$10 million.

The Debtors are primarily engaged in the processing of
construction aggregates used over a wide range of applications,
including road construction, commercial construction, and ready
mix concrete.  The Debtors' principal customers are road paving
companies, oil and gas companies, utility contractors, and
concrete product companies.

Congress Materials' bankruptcy case is jointly administered with
Congress Sand & Gravel, LLC.  Congress Sand is the lead case.
Douglas S. Draper, Esq., Leslie A. Collins, Esq., and Kendra M.
Goodman, Esq., at Heller Draper Hayden Patrick & Horn, L.L.C., in
New Orleans, assist Congress Sand and Congress Materials in their
restructuring efforts.  Beveridge & Diamond, PC, serves as special
counsel to represent the Debtors concerning the Texas Commission
on Environmental Quality regulation of environmental matters.
No creditors' committee has been appointed in these cases by the
United States Trustee.

An order confirming the Debtors? plan of reorganization was
entered by this Court on Aug. 3, 2010.

Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No.
07-53439) filed a separate Chapter 11 petition on Dec. 31, 2007.


DAME CONTRACTING: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dame Contracting, Inc.
        11170 Old Sound Avenue
        Mattituck, NY 11952

Bankruptcy Case No.: 11-76858

Chapter 11 Petition Date: September 27, 2011

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Adam P. Wofse, Esq.
                  LAMONICA HERBST & MANISCALCO LLP
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  E-mail: AWofse@lhmlawfirm.com

Estimated Assets: $100,001 to $500,000

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nyeb11-76858.pdf

The petition was signed by James Connolly, president.


DAYTON LAND: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dayton Land Developers, LLC
        453 Lakeshore Blvd.
        Incline Village, NV 89451

Bankruptcy Case No.: 11-53031

Chapter 11 Petition Date: September 26, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $1,550,500

Scheduled Debts: $9,957,943

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-53031.pdf

The petition was signed by Dale Denio, managing member.


DECORATOR INDUSTRIES: Files for Ch. 11 to Reduce Cost Structure
---------------------------------------------------------------
Decorator Industries, Inc. filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
Southern District of Florida.  The company is taking this action
to reduce its cost structure, conserve cash and return to
profitability.  The Company has retained Genovese, Joblove &
Battista, P.A. as debtor's bankruptcy counsel.

"Our Company made significant cost reductions over the last three
years to adjust to the declining sales," said Decorator President
and Chief Executive Officer William A. Johnson.  "Despite these
efforts, management and the board of directors have decided to
utilize the Chapter 11 restructuring process to address certain
costs in a timely and orderly fashion that could not be dealt with
outside of Chapter 11."

The Company emphasizes that daily operations will continue as
normal throughout the restructuring process. The employees will
continue to be paid and receive the same benefits as before the
filing.  The customers will continue to receive the high quality
products they expect, when they need them and with exceptional
service.  The Company will continue to honor all warranty
programs, rebate programs and customer deposits.

The Company will have sufficient liquidity after taking this
action that it will not be necessary to seek costly debtor-in-
possession financing.

"This was a difficult decision but necessary to preserve the
continuity of the business for our customers and the livelihood of
225 employees," said Mr. Johnson.


ENER1 INC: Oct. 17 Deadline for Lead Plaintiff in Class Suit
------------------------------------------------------------
Shareholders of Ener1, Inc. are reminded of the securities class
action lawsuit filed against Ener1 and certain of its officers.
The class action in the United States Southern District Court of
New York is on behalf of a class consisting of all persons or
entities who purchased Ener1 securities between January 10, 2011
and August 15, 2011, both dates inclusive.  The Complaint alleges
violations of Sections 10(b) and 20(a) of the Exchange Act, 15
U.S.C. Sections 78j(b) and 78t(a); and SEC Rule 10b-5 promulgated
thereunder by the SEC, 17 C.F.R. Section 240.10b-5.

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

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

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

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

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

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

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

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

                            About Ener1

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

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

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

The Company and Bzinfin S.A., on Sept. 12, 2011, entered into an
amendment to the Line of Credit Agreement dated June 29, 2011.
Under the LOC Agreement, Bzinfin established a line of credit for
the Company in the aggregate principal amount of $15,000,000, of
which approximately $11,241,000 has been borrowed by the Company.
Under the terms of the Amendment, the maturity date for the
repayment of all advances under the LOC Agreement and all unpaid
accrued interest thereon was extended to July 2, 2013, and the
interest rate at which all outstanding advances will bear interest
from and after Sept. 12, 2011, was increased to 15% per year.


EXTENDED STAY: $8-Bil. Suit vs. Blackstone Stays in Bankr. Court
----------------------------------------------------------------
Hobart Truesdell failed to win court approval for the transfer of
his lawsuit against Blackstone Group LP and several other
defendants to the Supreme Court of New York.

As reported in the June 23, 2011 edition of the TCR, Mr.
Truesdell, who administers the litigation trust created
for Extended Stay's creditors pursuant to the hotel chain's
restructuring plan, has sued Blackstone Group LP and certain other
parties over the 2007 sale of Extended Stay Inc., which sale
allegedly pushed the hotel chain into bankruptcy.

In a September 19, 2011 decision, Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York denied Mr.
Truesdell's motion to remand the lawsuit back to the Supreme
Court, where it was initially filed.

Mr. Truesdell, who administers the litigation trust created for
creditors of Extended Stay pursuant to its restructuring plan,
sued the Blackstone defendants in connection with the 2007 sale
of the hotel chain.

The lawsuit was moved to the bankruptcy court in July 2011 under
Case No. 11-02398 upon request from the Blackstone defendants.
The defendants argued that the bankruptcy court has jurisdiction
over the lawsuit because it stemmed from Extended Stay's
bankruptcy case.

The Blackstone defendants also asserted that the lawsuit has "a
close nexus" to the bankruptcy case or the restructuring plan,
which retains exclusive jurisdiction over the litigation
trustee's claims to recover assets for Extended Stay's estates.

The litigation trustee is appealing the September 19 decision
before the U.S. District Court for the Southern District of New
York.

In another development, the litigation trustee announced the
voluntary dismissal of Count XIV (Securities Violations) of the
complaint against Blackstone Group and its co-defendants in the
lawsuit filed under Case No. 11-02255.

Meanwhile, Judge Peck has set a November 1, 2011 deadline for
Blackstone Group and other defendants to answer the complaints
filed by the litigation trustee under Case Nos. 11-02254,
11-02255, 11-02256 and 11-02398.

          Trustee Defends Motion to Withdraw Reference

The lawyer for the litigation trustee sought an order withdrawing
the reference of his lawsuits from the bankruptcy court to a
district court.

"A bankruptcy judge cannot constitutionally enter final judgment
in a purely state law cause of action against a non-creditor
absent consent of the parties to the bankruptcy court determining
the matter," Marc Powers, Esq., at Baker & Hostetler LLP, in New
York, counsel to the litigation trustee, said in court papers.

Mr. Powers pointed out that the majority of the counts in the
lawsuits are state law causes of action.  He pointed out that 50
of the 79 defendants in the lawsuits are not creditors and most
of them have not indicated their consent to bankruptcy court
jurisdiction.

"Here, we have state law causes of action brought against
non-consenting, non-creditors," Mr. Powers said.  "The mechanism
for the trustee to have these cases adjudicated in the proper
forum is through the withdrawal of the reference."

Mr. Powers agrees with the Supreme Court decision in the case
known as Stern v. Marshall that state law actions which must be
resolved as part of the claims allowance process may still be
tried before a bankruptcy court.  He however said such situation
does not exist in the Extended Stay litigation trustee's cases.

According to Mr. Powers, judgment in the litigation trustee's
lawsuits won't resolve the proofs of claim filed by the
defendants since they are not related to the subject matter of
the lawsuits.  A number of defendants have also indicated that
they will not consent to bankruptcy court jurisdiction, the
lawyer further said.

Meanwhile, KeyBank National Association and U.S. Bank, which
administers the Maiden Lane Trust, opposed the litigation
trustee's motion to withdraw the reference.

U.S. Bank said that the Maiden Lane Trust was improperly named as
defendant, pointing out that it was not a lender in the 2007
leveraged buyout of Extended Stay.

                       About Extended Stay

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

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

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

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


EXTENDED STAY: JPM, BofA Oppose More Time for Claims Objections
---------------------------------------------------------------
JPMorgan Chase Bank, N.A., has filed court papers supporting Bank
of America N.A.'s opposition to the litigation trustee's motion
to move the deadline for filing his objections to claims.

Hobart Truesdell, who administers the litigation trust created
for Extended Stay creditors, previously proposed an extension of
his deadline to file claim objections through September 7, 2012.

The proposed extension, however, was met with opposition from
Bank of America, one of the banks that provided loans to Extended
Stay under a mezzanine loan agreement.  BofA expressed concern
that the litigation trustee would use it to challenge the
mezzanine facilities claims allowed under Extended Stay's Chapter
11 plan.

The restructuring plan of Extended Stay's debtor affiliates
provides for the treatment and allowance of mezzanine facilities
claims in the sum of at least $3.3 billion.  The allowance of
those claims was required by BofA in exchange for its support for
the plan.

JPMorgan's lawyer, Benjamin Kaminetzky, Esq., at Davis Polk &
Wardwell LLP, in New York, asserted that the allowance of
mezzanine facilities claims under the plan renders an extension
of time to object to those claims unnecessary.

The bank has filed proofs of claim with respect to the mezzanine
facilities claims.  The allowance of those claims was negotiated
as part of the mezzanine debt holders' support for the plan.

U.S. Bank N.A., Deuce Properties Ltd., Line Trust Corp. Ltd., and
a group led by Ashford Hospitality Finance LP also expressed
their support to BofA.  They asked the Court to deny the
litigation trustee's motion, or to issue a ruling that the
mezzanine facilities claims won't be subject to objection in case
the Court approves the proposed extension of the claims objection
deadline.

                       About Extended Stay

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

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

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

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


EZENIA! INC: In Discussions for DIP Facility
--------------------------------------------
Nashua, New Hampshire-based Ezenia! Inc. filed a Chapter 11
bankruptcy petition (Bankr. D.N. Case No. 11-13664) on Sept. 30,
2011, in Manchester.

According to a statement by the Company, the Bankruptcy Court
authorized the Company to continue to conduct business as usual
while it devotes renewed efforts to resolve its liquidity issues
and develops a reorganization plan.

The Company said it is in discussions with several parties about a
debtor-in-possession financing facility and plans to have a
facility in place shortly.  The Company currently has resources
enabling it to satisfy customary obligations associated with the
daily operation of its business, including the timely payment of
employee wages and other obligations.

The Court also entered an order restricting the purchase of more
than 5% of the outstanding shares of the Company.  Anyone seeking
to purchase more than 5% of the outstanding shares of the Company
will be required to apply for permission from the Court.  This
order is designed to protect the Federal Net-Operating Tax Loss
Carry-forwards which are an asset of the Company.

All EZENIA! operations across the nation remain functional and are
conducting business as usual.

"Over the past several months, EZENIA! has taken steps to reduce
costs and enhance operations by introducing operating
efficiencies.  We believe we have a valuable business, which is
fundamentally sound," said Larry Snyder, CEO of the Company.
"With court protection under chapter 11, we believe that EZENIA!
will be able to take advantage of its reduced overhead structure
and offer a competitively priced product to maintain and increase
market share."

"The Chapter 11 process allows EZENIA! an efficient process for
dealing with certain liabilities which were preventing the company
from investing in new products and services for our customers. We
also hope that this process will allow the Company time to explore
new investment and complimentary partnerships that can increase
the value of our assets," said Samuel A. Kidston, Chairman of the
Board.

The Debtor estimated assets and debts of $1 million to $10 million
as of the Petition Date.

Ezenia! earlier announced plans to seek bankruptcy protection in a
regulatory filing.

Ezenia! Inc. filed a Form 15 notifying of its suspension of its
duty under Section 15(d) to file reports required by Section 13(a)
of the Securities Exchange Act of 1934 with respect to its  common
stock.  The holders of the common shares as of Sept. 29, 2011,
total 110.

                         About Ezenia! Inc.

Nashua, New Hampshire-based Ezenia! Inc. (OTC BB: EZEN)
-- http://www.ezenia.com/-- develops and markets products that
enable organizations to provide technically advanced high-quality
group communication to commercial, governmental, consumer and
institutional users.

The Company reported a net loss of $2.8 million on $2.7 million of
revenue for 2010, compared with a net loss of $3.4 million on
$3.5 million of revenue for 2009.

The Company's balance sheet at June 30, 2011, showed $2.05 million
in total assets, $3.18 million in total liabilities, and a
$1.12 million total stockholders' deficit.

As reported in the TCR on April 11, 2011, McGladrey & Pullen, LLP,
in Boston, Mass., expressed substantial doubt about Ezenia! Inc.'s
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses, and negative cash flows from operations and
has limited existing resources available to meet 2011 commitments.


FRIENDLY ICE CREAM: Said to Be Preparing Bankruptcy and Sale
------------------------------------------------------------
The Friendly's restaurant chain is preparing for a possible
Chapter 11 bankruptcy filing and potential sale, the Wall Street
Journal reported Thursday, citing people familiar with the matter.

Friendly Ice Cream Corp., based in Wilbraham, Mass., operates more
than 500 casual-dining restaurants known for sundaes and
hamburgers.  The chain could seek bankruptcy protection as soon as
next week and then try to sell itself through a bankruptcy
auction, according to the report.

Sun Capital Partners Inc. acquired Friendly's in 2007 and the
private-equity firm is among its creditors.

According to The Associated Press, a Friendly's spokeswoman
declined to comment on the report, but she said in an email that
the chain's restaurants were feeling the impacts of the recession
and rising costs, like many others nationwide.

"We are working with our lenders, board and management team to
explore alternatives to strengthen our financial base,"
spokeswoman Maura Tobias wrote Thursday evening, according to The
AP report.

Ms. Tobias said Friendly's is operating "as usual."

The Journal reported that Friendly's hired law firm Kirkland &
Ellis, which lists corporate restructuring among its specialties
on its Web site, to negotiate with creditors and prepare its
bankruptcy filings.


GENCORP INC: Files Form 10-Q; Earns $1.2MM in Aug. 31 Quarter
-------------------------------------------------------------
GenCorp Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $1.20 million on $226.20 million of net sales for the three
months ended Aug. 31, 2011, compared with net income of $2.80
million on $210.70 million of net sales for the same period during
the prior year.

The Company also reported net income of $2.40 million on
$665.90 million of net sales for the nine months ended Aug. 31,
2011, compared with net income of $7.40 million on $631.60 million
of net sales for the same period a year ago.

The Company's balance sheet at Aug. 31, 2011, showed
$994.20 million in total assets, $1.13 billion in total
liabilities, $4.50 million in redeemable common stock, and a
$147.90 million total shareholders' deficit.

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

                        http://is.gd/uAo3Nc

                         About GenCorp Inc.

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

                           *     *     *

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

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

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


GRACEWAY PHARMACEUTICALS: Moody's Lowers 1st Lien Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service affirmed the Probability of Default
Rating (PDR) of Graceway Pharmaceuticals, LLC at D and the
Corporate Family Rating at Ca. At the same time, Moody's lowered
the first lien rating to Ca from Caa2 and affirmed the second lien
rating at C. Following this rating action the rating outlook is
stable. Moody's anticipates withdrawing all of Graceway's ratings
shortly.

Ratings affirmed:

Probability of Default Rating at D

Corporate Family Rating at Ca

Rating affirmed with LGD point estimate change:

Second lien senior secured credit facility of $330 million due
2013 at C (LGD6, 100%)

Ratings downgraded:

First lien senior secured Term Loan of $600 million due 2012 to Ca
(LGD3, 40%) from Caa2 (LGD2, 23%)

First lien senior secured revolving credit facility of $30 million
due 2012 to Ca (LGD3, 40%) from Caa2 (LGD2, 23%)

RATINGS RATIONALE

The rating action follows Graceway's announcement that it will
seek authority to sell its assets under Section 363 of the United
States Bankruptcy Code. The lowering of the first lien rating and
the LGD point estimate on the second lien rating reflect Moody's
estimates of proceeds and recovery for creditors based on the
announced agreement for Graceway to sell its US and Canadian
assets to Galderma S.A.

Headquartered in Bristol, Tennessee, Graceway Holdings, LLC and
Graceway Pharmaceuticals, LLC (collectively "Graceway") is a
specialty pharmaceutical company focused on the dermatology,
respiratory, and women's health markets.

The principal methodology used in rating Graceway Holdings, LLC
was the Global Pharmaceutical Industry Methodology published in
October 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.


GULF INSURANCE: A.M. Best Cuts Financial Strength Rating to C++
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to C++ (Marginal) from B (Fair) and issuer credit rating (ICR) to
"b" from "bb+" of Gulf Insurance Limited (Gulf) (Trinidad).  Both
ratings have been placed under review with negative implications.
Concurrently, A.M. Best has withdrawn the ratings due to the
company's request to no longer participate in A.M. Best's
interactive rating process.

All rating actions (including the under review status) reflect the
deterioration in Gulf's balance sheet as a result of the write off
of a significant portion of the receivable from its parent,
Gillani Limited, as well as the possibility for further write offs
of the remaining balance and the potential negative impact on
Gulf's operations.  Furthermore, given the February 2011 debt
repayment default by Gillani Limited, concerns persist relative to
the group's limited financial flexibility, level of financial
leverage and ownership's continuing inability to address the
enhancement of its capital structure.


HARRISBURG PA: Pennsylvania House Moves for Receivership
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Pennsylvania
lawmakers took another step toward putting the finances of
Harrisburg, the cash-strapped capital city, under state control.

As reported in the Troubled Company Reporter on Sept. 6, 2011,
American Bankruptcy Institute reports that one day after
Harrisburg, Pa., rejected a fiscal recovery plan, a state lawmaker
urged the state to move ahead with a takeover of the city's
troubled finances.

                       About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The Harrisburg City Council voted 5-2 on Sept. 28, 2010 to seek
professional advice on bankruptcy or state oversight.  Harrisburg
needed state aid to avoid default on $3.3 million of bond payments
this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.


HSN INC: Moody's Says Capital Return Plan No Impact on 'Ba1' CFR
----------------------------------------------------------------
Moody's Investors Service stated that HSN Inc.'s announcement that
its Board had approved a plan to return capital to HSN's
shareholders will have no immediate impact on the company's Ba1
Corporate Family Rating or its stable rating outlook. In Moody's
opinion, HSN has the internal cash resources to fund this program
without materially impacting its overall credit profile.

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


HUDSON HEALTHCARE: Hospital Sale Hinges on Creditor Deal
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Hoboken officials are hoping
to salvage the sale of one of New Jersey's oldest hospitals to
avoid shuttering the 350-bed facility and being left holding
$52 million in debt.

As reported in the Troubled Company Reporter on Aug. 16, 2011,
Hudson Healthcare has filed a motion to sell substantially all of
its assets to HUMC Holdco, LLC, and HUMC Opco, LLC, pursuant to an
asset purchase agreement.  HUMC Holdco is a private group that
also owns Bayonne Medical Center.  The state Health Planning Board
unanimously voted in Trenton to recommend to the Commissioner of
Health that a Certificate of Need be issued and the sale be
approved.  The issuing of a Certificate of Need is essentially the
final step in a hospital transaction.

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

                      About Hudson Healthcare

Hudson Healthcare Inc. is the nonprofit operator of Hoboken
University Medical Center in Hoboken, New Jersey.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Attorneys at Trenk,
Dipasquale, Webster, et al., serve as counsel to the Debtor.

Affiliate Hoboken Municipal Hospital Authority also sought Chapter
11 protection.


IMEDICOR INC: Delays Filing of Annual Report on Form 10-K
---------------------------------------------------------
iMedicor, Inc., has determined that it is unable to file its Form
10-K for the year ended June 30, 2011, by the Sept. 28, 2011, due
date because the Company has not able to complete timely its
financial statements without unreasonable effort or expense.
Accordingly, the Company is requesting the fifteen-day extension
permitted by the rules of the Securities and Exchange Commission
to file its Form 10-K.

                       About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

Demetrius & Company, L.L.C., in Wayne, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred operating losses since its
inception and has a net working capital deficit

The Company's balance sheet at March 31, 2011, showed
$3.96 million in total assets, $5.96 million in total liabilities
and a $1.72 million total stockholders' deficit.


IMPLANT SCIENCES: Delays Filing of Annual Report on Form 10-K
-------------------------------------------------------------
Implant Sciences Corporation was unable, without unreasonable
effort and expense, to prepare its accounting records and
schedules in sufficient time to enable its independent registered
public accounting firm to complete its audit of the Company's
financial statements to be contained in Annual Report on Form 10-K
for the year ended June 30, 2011.  It is anticipated that the Form
10-K, along with the audited financial statements, will be filed
within the fifteen-day extension period.

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The audit report issued by the Company's independent registered
public accounting firm issued on the Company's audited financial
statements for the fiscal year ended June 30, 2010 contains a
qualification regarding the Company's ability to continue as a
going concern.  This qualification indicates there is substantial
doubt on the part of the Company's independent registered public
accounting firm as to its ability to continue as a going concern
due to the risk that the Company may not have sufficient cash and
liquid assets at June 30, 2010, to cover the Company's operating
capital requirements for the next twelve-month period and if
sufficient cash cannot be obtained the Company would have to
substantially alter its operations, or it may be forced to
discontinue operations.

The Company's balance sheet at March 31, 2011, showed
$5.79 million in total assets, $41.13 million in total
liabilities, and a $35.34 million total stockholders' deficit.


INSURER FIN'L: Fitch Affirms 'BB+' Trust Pref. Securities Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the Insurer Financial Strength (IFS)
ratings of Nationwide Mutual Insurance Company (NMIC) and its
related intercompany pool members (collectively, Nationwide
Mutual), as well as Nationwide Life Insurance Company (NLIC), at
'A'. In addition, Fitch has affirmed the ratings on NMIC's
outstanding surplus notes at 'BBB'.

Fitch has also affirmed the following ratings of Nationwide
Financial Services, Inc. (NFS):

  -- Issuer Default Rating (IDR) at 'BBB+';
  -- Senior unsecured notes at 'BBB';
  -- Trust preferred securities at 'BB+'.

The Rating Outlook is Stable for all ratings.

This rating affirmation follows the announcement that Harleysville
Mutual Insurance Company (Harleysville Mutual) will merge with
NMIC with an expected close of the transaction early in 2012.

As part of the transaction, NMIC will pay approximately $760
million to acquire the 46% of Harleysville Group that is not owned
by Harleysville Mutual.  Harleysville Group is Harleysville
Mutual's publicly traded subsidiary.  Current policyholders of
Harleysville Mutual are expected to become policyholders of NMIC
following completion of the transaction.

Fitch has a generally positive view of the transaction as
Harleysville Mutual adds to Nationwide Mutual's commercial
insurance market presence and enhances distribution capabilities
primarily in Northeastern states.  The transaction will moderately
increase Nationwide Mutual's operations as Harleysville Mutual's
annual written premium is approximately 10% of Nationwide Mutual's
property/casualty premium volume.

Fitch affirmed NMIC's ratings on Aug. 24, 2011 following a review
of the company's operating performance in the first half of 2011,
which, similar to its personal lines peers, was adversely affected
by an inordinate level of catastrophe losses.

Funding of the transaction is not anticipated to materially
increase debt levels.  For a mutual company, Nationwide Mutual
employs relatively high financial leverage. At year-end 2010 long-
term debt totaled $4.5 billion (including $2.2 billion in surplus
notes supporting the P/C operations and $2.3 billion in debt
primarily supporting the life insurance operations) and short-term
debt totaled $900 million for a debt-to-capital ratio of 25.4%.

The Harleysville acquisition is not expected to lead to
significant increases in operating leverage.  Still, Fitch views
NMIC's capitalization as worse than most peer companies.
Specifically, the quality of capital is diminished by a high
percentage of surplus notes in the company's capital structure,
and unstacked operating leverage (measured as the ratio between
net premiums and statutory surplus less the carrying value of NFS)
is higher than average at 1.5 times (x) currently.

Fitch has affirmed the following ratings with a Stable Outlook:

Nationwide Mutual Insurance Co.

  -- Issuer Default Rating (IDR) at 'A-';
  -- 8.25% surplus notes due Dec. 1, 2031 at 'BBB';
  -- 7.875% surplus notes due April 1, 2033 at 'BBB';
  -- 6.60% surplus notes due April 15, 2034 at 'BBB';
  -- 5.81% surplus notes due December 15, 2024 at 'BBB';
  -- 9.375% surplus notes due August 15, 2039 at 'BBB'.

Nationwide Financial Services Inc.

  -- IDR at 'BBB+';
  -- 6.25% Senior notes due Nov. 15, 2011 at 'BBB';
  -- 5.90% Senior notes due July 1, 2012 at 'BBB';
  -- 5.625% Senior notes due Feb. 13, 2015 at 'BBB';
  -- 5.10% Senior notes due Oct. 1, 2015 at 'BBB';
  -- 5.375% Senior notes due Mar. 25, 2021 at 'BBB';
  -- 7.899% Trust preferred due March 1, 2037 at 'BB+'.

Nationwide Mutual Insurance Co.
Nationwide Mutual Fire Insurance Co.
Crestbrook Insurance Co.
National Casualty Co.
Nationwide Agribusiness Insurance Co.
Nationwide Insurance Company of America
Scottsdale Insurance Co.
Farmland Mutual Insurance Co.
Colonial County Mutual Insurance Company
Nationwide Assurance Company
Nationwide General Insurance Company
Nationwide Lloyds
Nationwide Property & Casualty Insurance Company
Titan Indemnity Company
Titan Insurance Company
Victoria Automobile Insurance Company
Victoria Fire & Casualty Company
Victoria Select Insurance Company
Victoria Specialty insurance Company
Scottsdale Indemnity Company
Scottsdale Surplus Lines Insurance Company
Western Heritage Insurance Company
Allied Property & Casualty Insurance Company
AMCO Insurance Company
Depositors Insurance Company
Nationwide Affinity Company

  -- IFS at 'A'.

Nationwide Life Insurance Co.

  -- IFS at 'A';
  -- Short-term IDR at 'F1';
  -- Short-term IFS at 'F1';
  -- Commercial paper at 'F1'.

Nationwide Life Global Funding I

  -- Program Rating affirmed at 'A'.


KINGSBURY CORPORATION: Case Summary & Creditors List
----------------------------------------------------
Debtor: Kingsbury Corporation
        80 Laurel Street
        Keene, NH 03431

Bankruptcy Case No.: 11-13671

Affiliate that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        ---------
Ventura Industries, LLC               11-13687

Chapter 11 Petition Date: September 30, 2011

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Jennifer Rood, Esq.
                  BERSTEIN, SHUR, SAWYER & NELSON
                  670 N. Commercial Street, Suite 108
                  P.O. Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775
                  E-mail: jrood@bernsteinshur.com

                         - and ?

                  Robert J. Keach, Esq.
                  BERSTEIN, SHUR, SAWYER & NELSON
                  100 Middle Street, P.O. Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  E-mail: rkeach@bernsteinshur.com

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

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

The petition was signed by Iris A. Mitropoulis, president.

Kingsbury's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
AMC                                --                   $7,025,662
2 International Place, Suite 34
Boston, MA 02110

PCW                                --                   $5,878,274
2 International Place, Suite 34
Boston, MA 02110

Bank of America Business Card      Business Credit        $823,829
80 Holtz Drive
Buffalo, NY 14225

James L. Koontz                    Employment Agreement   $603,613
765 W. Hill Road
Keene, NH 03431

Retirement Committee               Pension Plan           $500,000
Kingsbury Corporation
80 Laurel Street
Keene, NH 03431

Public Service Company of N.H.     Utility                $334,130
73 West Brook Street
Manchester, NH 03101

American Express                   Business Credit        $321,286
One Cate Street
Portsmouth, NH 03801

Walter Burkart Estate              Employment Agreement   $316,679
764 W. Hill Road
Keene, NH 03431

Automation & Modular Component     Trade Debt             $172,438

New Hampshire Department of Labor  Wages and Payroll      $124,000
                                   Taxes

Keyence Corporation of America     Trade Debt             $118,027

Horizon Solutions Corporation      Trade Debt             $105,879

Federal Equip ? US Drill Head Co.  Trade Debt             $103,005

Denso Sales California, Inc.       Trade Debt              $71,588

O?Connor & Drew, PC                Professional Services   $70,989

D & D Automation, Inc.             Trade Debt              $65,189

Anthem Blue Cross and Blue Shield  Health Insurance        $65,011

Irving Oil Corp.                   Trade Debt              $64,809

EBPA                               Fees                    $63,542

Action Tool & Machine, Inc.        Trade Debt              $62,209


KOREA TECHNOLOGY: Amends Lists of Largest Unsecured Creditors
-------------------------------------------------------------
Korea Technology Industry America, Inc., has filed with the U.S.
Bankruptcy Court for the District of Utah an amended list of its
largest unsecured creditors.  The previous list totaled 18
creditors, while the new list consists of 20 creditors.  Western
Energy Partners, LLC, KTIP - Doc J Kim, Kim, Ju Hee, Kim, Seoung
Hyeon, and Oilsand Technology Industry, LLC, were added to the
list.  Kim, Seoung-hyun, Holme Roberts & Owen LLP, and Kim, Jung-
hee were taken out of the list.

Debtor's List of Its 20 Largest Unsecured Creditors:

  Entity                          Nature of Claim    Claim Amount
  ------                          ---------------    ------------
Western Energy Partners, LLC     Guarantee of
Attn: Joseph Sorenson            obligations of
6440 S Wasatch Boulevard         Uintah Basin
Suite 105                        Resources, LLC
Salt Lake City, UT 84121         and Crown Asphalt
                                 Ridge, LLC.  KTIA
                                 believes this
                                 claim will be paid
                                 in full by UBR and
                                 CAR                $19,827,375.79

Gavilan Petroleum, LLC
Attn: Robert J. Pinder
1245 E brickyard Road
Suite 110
Salt Lake City, UT 84106         Loan                  $219,127.51

Pyo, Jae Wook
308-3504 Parkrio Apartment
Shincheon-Dong Songpa-Gu
Seoul, 138-932 KOREA             Wages                  $79,673.12

Ernst & Young, LLP               Services               $73,966.00

Sung Shin                                               $48,563.33

CBIZ Accounting Tax &
Advisory Services                Services               $40,705.36

Kim, Ju Hee                      Loan                   $40,339.17

Seo, Bong Kook                   Wages                  $37,979.50

KTIP - Doc J Kim                 Loan                   $37,134.20

Kim, Jung Hee                    Wages                  $20,439.99

Haynie & Company                 Services               $20,168.88

Bankruptcy Estate of Daniel
Schwendiman                      Wages                  $18,557.20

Lee, Seong Weon                  Wages                  $17,682.84

Rock Law Office, P.C.            Services               $16,310.00

Park, Jeong Bin                  Wages                  $15,000.00

Kim, Seoung Hyeon                Wages                   $7,631.32

Jang Jin Woo                     Wages                   $6,115.90

Shin, Yong In                    Wages                   $4,000.00

Oilsand Technology
Industry, LLC                    Loan                    $1,178.74

The Debtor's affiliates, Crown Asphalt Ridge, LLC, and Uintah
Basin Resources, LLC, also filed list of unsecured creditors.

Crown Asphalt's List of Its 20 Largest Unsecured Creditors:

  Entity                          Nature of Claim    Claim Amount
  ------                          ---------------    ------------
Gavilan Petroleum LLC
Attn: Robert J. Pinder
1245 E Brickyard Road, Suite 110
Salt Lake City, UT 84106               Loan           $219,127.51

Kwak, Jae-Yong
262 Clinton Street
Paterson, NJ 07522                     Loan           $107,868.49

GEA Westfalia Separator, Inc.
Attn: Betty J. Mayancsik
100 Fairway Court, P.O. Box 178
Northvale, NJ 07647                    Goods           $87,532.00

A complete list of Crown Asphalt's largest unsecured creditors is
available for free at http://ResearchArchives.com/t/s?7716

Uintah Basin's List of Its Two Largest Unsecured Creditors:

  Entity                          Nature of Claim    Claim Amount
  ------                          ---------------    ------------
Gavilan Petroleum, LLC
Attn: Robert J. Pinder
1245 E Brickyard Road, Suite 110
Salt Lake City, UT 84106               Loan            $219,127.51

Lear & Lear Law Office
Attn: Jonathan Lear
808 East South Temple Street
Salt Lake City, UT 84102               Services          $2,166.48

                     About Korea Technology

Korea Technology Industry America, Inc., is a subsidiary of Seoul-
based Korea Technology Industry Co. that tried to squeeze crude
oil from Utah's sandy ridges.  Korea Technology Industry America,
Uintah Basin Resources LLC, and Crown Asphalt Ridge L.L.C., filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Utah Case Nos.
11-32259, 11-32261, and 11-32264) on Aug. 22, 2011.  The cases are
jointly administered under KTIA's case.  Steven J. McCardell,
Esq., and Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar,
in Salt Lake City, serve as the Debtors' counsel.  The Debtors
listed US$35,246,360 in assets and US$38,751,528 in debts.

Proofs of claim are due by Oct. 15 and government proofs of claim
are due by Feb. 18, 2012.


LAS VEGAS MONORAIL: Plan Confirmation Hearing Set for Nov. 14
-------------------------------------------------------------
Judge Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada will convene a hearing on Nov. 14, 2011, at
10:00 a.m., to consider confirmation of the Las Vegas Monorail
Company's Third Amended Chapter 11 Plan of Reorganization.

As previously reported by The Troubled Company Reporter on
Sept. 20, 2011, under the Plan, bondholders, owed $500.2 million,
will be repaid with three sets of new bonds totaling $44.5
million.  The legal disputes between these bondholders and another
set of bondholders owed $158.7 million were settled in August.

Class 3 General Unsecured Claims will receive the lesser of 100%
of its Allowed General Unsecured Claim and its Pro Rata share of
an aggregate of $175,000.  But in no event will the total payment
to the holders of all Allowed General Unsecured Claims exceed
$175,000, it being understood that if the total payment would
exceed $175,000, the holders of Allowed General Unsecured Claims
will instead receive their pro rata share of $175,000.

A full-text copy of the Third Amended Disclosure Statement, dated
Sept. 15, is available for free at:

               http://ResearchArchives.com/t/s?7717

                      About Las Vegas Monorail

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

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

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LEV BAKERY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lev Bakery, Inc.
        130 Hardman Avenue South
        South St. Paul, MN 55075

Bankruptcy Case No.: 11-36044

Chapter 11 Petition Date: September 27, 2011

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Dennis D O'Brien

Debtor's Counsel: Michael L. Meyer, Esq.
                  RAVICH MEYER KIRKMAN MCGRATH NAUMAN
                  4545 IDS Center
                  80 South Eighth St.
                  Mineapolis, MN 55402
                  Tel: (612) 317-4745
                  E-mail: mlmeyer@ravichmeyer.com

Scheduled Assets: $5,651,581

Scheduled Debts: $9,293,964

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mnb11-36044.pdf

The petition was signed by Michael Rouache, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Twin City Bagel, Inc.                  11-36042   09/27/11


LOS ANGELES DODGERS: Rights Dispute Hearing Set for Oct. 31
-----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Friday ordered an Oct. 31 evidentiary hearing
to settle pending disputes between the Los Angeles Dodgers and
Major League Baseball over the Dodgers' plan to save itself from
bankruptcy by selling its television rights, with MLB threatening
expulsion from the league if the team follows through.

The judge said the hearing, which will last four days, will give
the court a chance to decide on all pending motions based on facts
rather than heated allegations, according to Law360.

                    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.


MACCO PROPERTIES: Wants to Access Funds From Quail Creek Bank
-------------------------------------------------------------
Michael E. Deeba, Chapter 11 Trustee of the bankruptcy estate of
Macco Properties, Inc., asks the U.S. Bankruptcy Court for the
Western District of Oklahoma for interim and final orders
authorizing him to engage in postpetition borrowing or in
transactions outside the ordinary course of business and
scheduling interim and final hearings pursuant to agreements with
Quail Creek Bank, N.A., of Oklahoma City.

Macco is indebted to Quail Creek under the terms of four
Commercial Loan Guaranty Agreements by which Macco unconditionally
guaranteed to Quail Creek all obligations of four limited
liability companies of which Macco is 100% owner and manager:

   (a) JU Madison Park Apartments, LLC;
   (b) LP Parkwood Village Apartments, LLC;
   (c) LP Southeast Village Apartments, LLC; and
   (d) LP Chalet Apartments, LLC.

Pursuant to the Oklahoma Limited Liability Company Act, Macco's
membership interest in the four LLCs constitutes the personal
property of the member.  Upon Macco's bankruptcy filing, it
effectively transferred its membership interest to the bankruptcy
estate, Mr. Deeba says.  He explains that because there are no
other members of the LLCs, the entire membership interests passed
to the bankruptcy estate, and he has become a substituted member.

The Chapter 11 Trustee says that interest payments on the loans
with all four LLCs have been brought current with the exception of
Parkwood Village, but he intends to pay its balance.  He also
discloses that he has been in negotiation with Quail Creek, which
has agreed that if the interest payments are brought current, it
will agree to the execution of Forbearance Agreements under which
he will commence making regularly scheduled monthly principal and
interest payments for both Parkwood Village and Madison Park in
October 2011.

The Treasurer of Sedgwick County, Kansas, has brought an action
against Parkwood Village to foreclose a tax lien for unpaid ad
valorem taxes for the years 2006 through 2010 in the aggregate
amount of $256,948.  The foreclosure sale for the tax liens is
presently set for October 17, 2011.  In consideration of the
Chapter 11 Trustee entering into the Forbearance Agreement, Quail
Creek has agreed to pay the $256,948 in past due property taxes so
as to permit redemption of the Parkwood Village property from the
impending tax lien foreclosure sale.  The equity, which Macco has
in Parkwood Village, is an asset of the bankruptcy estate which it
is incumbent upon him to protect, Mr. Deeba asserts.

Quail Creek has agreed to enter the Forbearance Agreements and the
pending related loan documents to be executed in conjunction
therewith conditioned upon the Court authorizing and approving the
Forbearance Agreements and associated loan documents.  The terms
of the Forbearance Agreements and the associated loan documents
generally provide for these:

   -- Quail Creek Bank would pay the past due property taxes on
      Parkwood Village, in the amount of $256,948 by advancing
      that amount on the loan;

   -- Frontier State Bank would agree to purchase 100% of the
      loan to Parkwood Village;

   -- Frontier State Bank would agree to accept an assignment of
      the loans to Parkwood Village and Southeast Village;

   -- Quail Creek Bank would agree to purchase back an amount
      equal to the Parkwood Village loan in the participation to
      Madison Park so that each Bank's outstanding loan balance
      would remain unchanged;

   -- Quail Creek Bank would request the Chapter 11 Trustee to
      seek approval from the Court to operate Parkwood Village
      and Southeast Village as a single complex making the cash
      flow from both complexes available to service the
      respective loans;

   -- Quail Creek Bank and the Chapter 11 Trustee would enter
      into a Forbearance Agreement for Parkwood Village to
      require monthly payments of $22,682 based upon a new
      20-year amortization.  This is based upon a principal
      balance of $2,881,236, property taxes of $256,948, and
      additional interest and penalty of $12,764, for an
      estimated principal amount of $3,150,000;

   -- Quail Creek Bank and the Chapter 11 Trustee would enter
      into a Forbearance Agreement for Southeast Village for a
      new estimated amount of $1,360,000 (principal and interest)
      requiring a monthly payment of $9,750 on a new 20-year
      amortization; and

   -- The Chapter 11 Trustee would execute second mortgages on
      Parkwood Village and the Southeast Village to
      cross-collateralize the two loans.

The Chapter 11 Trustee believes that the Debtor's estate will
suffer immediate and irreparable harm if he is not authorized to
enter into the proposed postpetition borrowing Forbearance
Agreements with Quail Creek as proposed herein pending a final
hearing.  He contends that in the event that the proposed
Forbearance Agreements with Quail Creek are not approved, his
ability to successfully reorganize the estate will be jeopardized.

                     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.


MANISTIQUE PAPERS: Amends List of Largest Unsecured Creditors
-------------------------------------------------------------
Manistique Papers, Inc., has filed with the U.S. Bankruptcy Court
for the District of Delaware an amended list of its largest
unsecured creditors.  The previous list totaled 19 creditors,
while the new list consists of 20 creditors.  Louis Padnos Iron &
Metal Company, City of Manistique, and A.M. Express, Inc., were
added to the list.  WEGO Chemical & Mineral Corp. and BASF
Corporation were taken out of the list.

Debtor's List of Its 20 Largest Unsecured Creditors:

  Entity                          Nature of Claim    Claim Amount
  ------                          ---------------    ------------
WM Recycle America, L.L.C.
700 East Butterfield Road
Suite 460
Houston, TX 77002                   Trade Debt       $2,312,902.20

Cloverland Electric
Co-operative
2916 W M-28
Dafter, MI 49724                    Trade Debt       $1,460,553.10

Continental Paper Grading Co.
1623 S Lumber ST
Chicago, IL 60616                   Trade Debt         $550,990.02

Hydrite Chemical Co.                Trade Debt         $474,973.88

Louis Padnos Iron & Metal Company   Trade Debt         $453,870.52

City of Manistique                  Property Taxes     $426,633.42

Federal International, Inc.         Trade Debt         $398,320.90

C. Reiss Coal Company               Trade Debt         $394,140.18

River Valley Paper Company          Trade Debt         $385,068.90

Niagara Logistics, Inc.             Trade Debt         $374,807.39

Aurora Specialty Chemistries        Trade Debt         $282,303.99

Voith Paper Fabric & Roll Systems
Inc.                                Trade Debt         $273,037.95

City Carton Company, Inc.           Trade Debt         $261,869.35

Marcells Paper & Metal, Inc.        Trade Debt         $259,182.83

Flom Corporation                    Trade Debt         $247,946.47

Kard Recycling Service, Inc.        Trade Debt         $241,812.31

Metro Recycling Solutions           Trade Debt         $234,235.41

Pioneer Paper Stock Co., Inc.       Trade Debt         $229,608.54

A.M. Express, Inc.                  Freight            $199,952.82

West Allis Salvage Co.              Trade Debt         $181,529.32

                     About Manistique Papers

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


MAYSVILLE INC: Howard J. Delahanty OK'd as Real Property Appraiser
------------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Maysville, Inc., to employ
Howard J. Delahanty as real property appraiser.

Mr. Delahanty will prepare an appraisal of the Debtor's real
property.  The Debtor  will be seeking a determination of the
value of the secured creditors' collateral, which is essential to
the preparation and filing of a plan of reorganization, which must
be confirmed by Nov. 29, 2011.

The Debtor's principals will be paying for the real estate
appraisal, and thus, the Debtor will not be petitioning the Court
for authorization to compensate Mr. Delahanty.  As such, the
Debtor believes that there is no need to file fee applications
pursuant to his retention.

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

                       About Maysville, Inc.

Maysville, Inc., owns and rents condominium and apartment units in
a property called the Platinum Condominium located at Biscayne
Boulevard and 29th Street in Miami, Florida.

Maysville filed its second voluntary petition under Chapter 11 on
Aug. 11, 2011, with the U.S. Bankruptcy Court for the Southern
District of Florida (Miami) before the Hon. Laurel M. Isicoff.
The bankruptcy case is Maysville, Inc., Case No. 11-32532.

Jeffrey P. Bast, Esq., at Bast Amron LLP, in Miami, Florida --
jbast@bastamron.com -- serves as the Debtor's bankruptcy counsel.
Jeffery J. Pardo, Esq., at Pardo Gainsburg P.L., in Miami,
Florida, is the Debtor's special litigation counsel.

The Debtor disclosed $17,590,927 in assets and $25,076,637 in
liabilities.

Deadline to file a complaint to determine dischargeability of
certain debts is November 14, 2011.  Proofs of Claim are due by
Dec. 12, 2011.


MEDICAL ALARM: Issues $124,750 Promissory Notes to Investors
------------------------------------------------------------
Medical Alarm Concepts Holding, Inc., issued promissory notes to
accredited investors on from Aug. 29, 2011, through Sept. 26,
2011:

Date of Transaction                     Amount of Note
-------------------                     --------------
   Aug. 29, 2011                             $3,000
   Sept. 2, 2011                             $5,000
   Sept. 7, 2011                            $12,500
   Sept. 16, 2011                           $85,000
   Sept. 21, 2011                            $8,000
   Sept. 26, 2011                           $11,250

The Notes are convertible into shares of the Company's common
stock.  As part of the transactions, the Company also issued to
subscribers warrants to purchase additional shares of common
stock.

As additional consideration for the investment, on Sept. 16, 2011,
the Company entered into an agreement with the holders of the
Secured Convertible Promissory Notes and the associated Class A
Common Stock Purchase Warrants dated approximately March 2009,
June 2011, July 2011 and August 2011 to modify certain terms of
these Notes and Warrants.  The Noteholders and the Company have
each separately determined that it is in the parties' collective
best interests to amend the Subscription Agreement and the
Warrants pursuant to the terms of amendment document.  The
noteholders have agreed to invest additional funds into the
Company to be used for general working capital purposes, inventory
procurement, media purchasing, research and development, and other
corporate purposes.

On Sept. 19, 2011, the Company entered into an agreement with

its management team.  The agreement outlines the management team's
position and duties, compensation and methodology for calculation,
procedures for termination of the agreement for "Cause", and
noncompetition agreement.  Under the terms of the agreement, The
Management Team will be issued restricted common shares equal to
27% of Employers outstanding common stock, and which includes
stock previously issued by the Company.  The Company's Board of
Directors will vote at a later date regarding the allocation of
these shares amongst the management team members.  The Management
Team's 27% common stock ownership shall be protected through anti-
dilution provisions.  If the Company issues additional shares
through financings or for any other reasons, additional common
stock will be issued to the Management Team to maintain their
original 27% common stock ownership, less any shares previously
sold.

A full-text copy of the Form 8-K Report as filed with the SEC is
available for free at http://is.gd/jbVb4o

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed $1.40
million in total assets, $3.41 million in total liabilities and a
$2 million total stockholders' deficit.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.


MONEYGRAM INT'L: Worldwide Signs Fourth Supplemental Indenture
--------------------------------------------------------------
MoneyGram Payment Systems Worldwide, Inc., a wholly-owned
subsidiary of MoneyGram International, Inc., on Sept. 29, 2011,
entered into the Fourth Supplemental Indenture with MoneyGram
International, Inc., the other guarantors party thereto and
Deutsche Bank Trust Company Americas, as trustee and collateral
agent, which supplements the Indenture, dated as of March 25,
2008, by and among Worldwide, the Company, the other guarantors
party thereto and Deutsche Bank Trust Company Americas, as trustee
and collateral agent, governing Worldwide's 13.25% Senior Secured
Second Lien Notes due 2018.  The Fourth Supplemental Indenture
amends the definition of Highly Rated Investments in the Indenture
to include securities issued by any agency of the United States or
government-sponsored enterprise that are rated Aa3 or better by
Moody's Investors Service, Inc., and AA- or better by Standard &
Poor's rather than the previously required ratings of Aaa by
Moody's and AAA by S&P.  The effect of the amended definition of
Highly Rated Investments confirms that certain securities issued
by United States agencies or government-sponsored enterprises
continue to qualify as Highly Rated Investments despite S&P's
lower credit rating now applicable to debt obligations of the
United States government.

A full-text copy of the Fourth Supplemental Indenture is available
for free at http://is.gd/xmgHGA

                    About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a global payment services company.
The Company's major products and services include global money
transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange-listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company reported net income of $43.80 million on $1.17 billion
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.91 million on $1.16 billion of total revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $5.08 billion
in total assets, $5.20 billion in total liabilities, and a
$125.41 million total stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MRI BELTLINE: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MRI Beltline Industrial, L.P.
        aka Beltline Industrial
        1532 South Price Road
        Tempe, AZ 85281

Bankruptcy Case No.: 11-36037

Chapter 11 Petition Date: September 27, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Erin K. Lovall, Esq.
                  FRANKLIN SKIERSKI LOVALL HAYWARD LLP
                  10501 N. Central Expressway, Suite 106
                  Dallas, TX 75231
                  Tel: (972) 755-7100
                  Fax: (972) 755-7110
                  E-mail: elovall@fslhlaw.com

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

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

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-36037.pdf

The petition was signed by John F. Walsh, manager of MRI Beltline
Industrial GP, LLC.


MSR RESORT: Proceeds with PGA West, Citrus Members Settlement
-------------------------------------------------------------
MSR Resort Golf Course LLC, et al., notified the Bankruptcy Court
for the Southern District of New York that they will proceed with
the Settlement Agreement with members of the Club at PGA West and
The Citrus Club.

The Debtors relate that on Aug. 17, 2011, the Court entered the
order entry of an order approving Settlement Agreement with
Members of The Club at PGA West and the Citrus Club.

The Debtors also said that approximately 878 resign members
eligible to opt-out, only nine resign members elected to exercise
the limited opt-out related to the 50% reduction of their resign
refunds.

After considering the number and amount of opt-outs, have
determined to that for each Opt-Out Member, on or before the
effective date of a plan, the Debtors will either (a) assume the
Opt-Out Member's membership agreement under the terms of the pre-
settlement Membership Plans, ncluding, but not limited to,
resign list treatment that (i) allows for Resign List Ratios of up
to 5-for-1 at PGA West and 4-for-1 at the Citrus Club and (ii)
does not count memberships outside of the same class of
membership; or (b) reject the Opt-Out Member's membership
agreement and treat him or her as a holder of a claim against the
applicable Debtor's estate to be paid at its present value.

As reported in the Troubled Company Reporter on Sept. 13, 2011,
the terms of the settlement agreement (i) changes the terms of the
membership agreements with the members of the Clubs at PGA West
and the Citrus Club; and (ii) authorizes the Debtors to assume the
membership agreements with the members of the Clubs at PGA West
and the Citrus Club.

The Annual Refund Caps for 30-Year Refunds and Death Refunds, is
approved with respect to and binding upon all members; provided,
however, current Resign Members (i.e., members who have given
proper notice of their resignation to the applicable Club as of
the date of the entry of the Order) will have 30 days to opt out
of the terms providing for 50% reduction of their Resign Refunds
as:

   a) within seven days from the entry of the Order, the Debtors
   will provide current Resign Members with (i) comprehensive
   notice that they have 30 days to opt out of the 50% reduction
   of their Resign Refunds and (ii) an opt-out election form,
   which will be accompanied by an explanatory letter from the
   applicable Club;

   b) for any current Resign Member who opts out of the 50%
   reduction of his or her Resign Refunds, the Debtors will, on or
   before the effective date of a plan either:

   i. assume such Resign Member's membership agreement under the
   terms of the pre-settlement Membership Plans, including resign
   list treatment that (A) allows for Resign List Ratios of up to
   5-for-1 at PGA West and 4-for-1 at the Citrus Club and (B) does
   not count memberships outside of the same class of membership;
   or

  ii. reject such Resign Member's membership agreement and treat
   him or her as a holder of a claim against the applicable
   Debtor's estate to be paid at its present value; and

   c) upon the expiration of the 30-day opt-out period, the
   Debtors will have an additional seven days to determine
   whether, in their sole discretion, based on the number and
   amount of opt-outs, the Debtors will terminate or proceed with
   the Settlement Agreement.

The Court also ordered that the terms of the Settlement Agreement
will authorize, but not direct, the Debtors to modify the
Membership Agreements and related membership plans as of Sept. 1,
2011.

                         About MSR Resort

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

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

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

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

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

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


MUNIMAE TE: Moody's Affirms 'Ba1' Issuer Rating
-----------------------------------------------
Moody's Investors Service has affirmed these ratings on the
MuniMae TE Bond Subsidiary, LLC's (TE Bond Sub) Preferred and
Perpetual Preferred Shares-- Ba1 on $109.8 million total Series A,
A-2, A-3, A-4; Ba2 on $94 million total Series B, B-2, B-3; Ba3 on
$49 million total Series C, C-1, C-2, C-3; B1 on $30 million
Series D. Moody's has also affirmed TE Bond Sub's Issuer Rating at
Ba1. The ratings on the preferred shares are not affected by the
issuer rating. The outstanding ratings continue to maintain a
negative outlook.

SUMMARY RATING RATIONALE

The rating affirmation on TE Bond Sub's preferred shares is based
on the strengthened financial ratios, primarily due to substantial
reduction in the preferred shares, as well as the outstanding
securitization debt. The negative outlook reflects continued
credit weakness in the multi-family housing sector, as well as the
rollover risk of the Freddie Mac credit facility on bonds that
provide revenues to TE Bond Sub which expires in 2013.

STRENGTHS

- Steps taken by TE Bond Sub's management to reduce debt and
  preferred shares outstanding has resulted in improved financial
  ratios in FY2010

- The multifamily housing bond portfolio, which is the primary
  source of revenue for the preferred shares, is performing in
  line with expectations

CHALLENGES

- Rollover risk of the Freddie Mac credit facility in 2013

- Continued credit weakness in the multi-family housing sector

Outlook

Moody's outlook for the Series A, B, C and D preferred shares and
the issuer rating remains negative. The negative outlook reflects
Moody's view of continued stress on the preferred shares due to
the rollover risk affiliated with the expiring Freddie Mac credit
facility in 2013, as well as the continued weakness in the multi-
family housing sector.

WHAT COULD MAKE THE RATING GO UP

- Successful extension of the Freddie Mac credit facility in the
  near term

- Successful remarketing of the preferred shares

- Significant improvements in the multi-family housing sector

WHAT COULD MAKE THE RATING GO DOWN

- Not extending or replacing the Freddie Mac credit facility until
  2013

- Continued stresses in the multi-family housing sector

- Failed remarketing of the preferred shares

The principal methodology used in this rating Moody's Approach to
Analyzing Pools of Multifamily Properties published in October
2001.


NDS GROUP: Moody's Rates $15-Mil. Rev. Credit Facility at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a definitive Ba2 rating to the
US$75 million revolving credit facility (RCF), EUR183 million Term
Loan A and US$800 million Term Loan B raised by NDS Finance Ltd.
and its subsidiaries, NDS Holdings (Europe) Ltd. and NDS Treasury
(Americas), LLC.

RATINGS RATIONALE

The final terms of the facilities are in line with the drafts
reviewed for the provisional ratings assignments.

The principal methodology used in rating NDS Group Ltd. 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.

NDS is a leading provider of Pay-TV content security and delivery
services. NDS's systems enable Pay-TV operators to offer features
such as Digital Video Recorders, Electronic Programme Guides,
Video-on-Demand and "Over-the-Top" technologies such as internet
television. NDS is majority owned by private equity fund Permira
with 50.5% of the shares, News Corp. owning 48.5% and management
1%.


NEBRASKA BOOK: Seeks More Time, May Rethink Restructuring
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that new court papers
said Nebraska Book Co. won't know until the end of the month
whether it hit the sales numbers it needs to persuade potential
lenders to provide $250 million in new financing the college
bookseller needs to get out of bankruptcy.

Hearing on confirmation of the Plan was scheduled for Oct. 4 but
Nebraska Book said in court filings last month that it has been
unable to arrange $250 million in financing required for
confirmation and implementation of the reorganization plan.

The Company, according to Bloomberg News, said in a court filing
this week that potential lenders pointed to "various macroeconomic
indicators, including a tightening of capital markets, as possible
concerns with the debtors' procuring the exit financing at this
time."

The lenders, according to the filing, want to see the results of
back-to-school sales before committing to a new loan.  Sale
results won't be available from the stores until the end of
October, and then several weeks can be required to "get behind"
the numbers, the company said.

The plan confirmation hearing, according to Bloomberg's Bill
Rochelle, has been pushed back to Oct. 27.  The plan would
exchange existing debt for new debt, cash and the new stock, after
first-lien and second-lien debt is paid in full. The stock would
be divided mostly among subordinated noteholders of the operating
company and holders of notes issued by the holding company. The
plan was crafted to remove $150 million of debt from the balance
sheet.

                       About Nebraska Book

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

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

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

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

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


NEW BERN: Awaiting Court Confirmation on Amended Plan
-----------------------------------------------------
New Bern Riverfront Development, LLC, is awaiting an order from
the U.S. Bankruptcy Court for the Eastern District of North
Carolina, Wilson Division, on the confirmation of its amended plan
of reorganization.  A plan confirmation hearing was scheduled for
Sept. 19.

Under the Plan, Class 3 Allowed Unsecured Claims will be paid from
any Net Sale Proceeds remaining after payment in full of the
secured claims of each of Wells Fargo and Weaver Cooke.

The Amended Plan provides that, from and after the effective date,
the outstanding principal amount of the Wells Fargo Indebtedness
will bear interest at the rate of LIBOR +2.5% with a floor of 4%.
Wells Fargo will fund all costs of administration incurred in the
ordinary course of business or as approved by the Court, including
allowed attorneys' fees and costs, ad valorem taxes, utility
charges, condo association operating deficits, and maintenance
costs.  Wells Fargo will also fund post-confirmation carrying
costs and litigation costs.  For a period of two years following
the effective date, upon the sale of each unit, 90% of the Net
Sale Proceeds will be paid to Wells Fargo.  The remaining 10% will
be set aside in an interest-bearing account, subject to Well
Fargo's first-priority lien.  Once Wells Fargo is paid in full,
these funds together with any Net Sale Proceeds from unsold units
will be used to pay other creditors.

The Weaver Cooke Claim is disputed and will be allowed, if at all,
in the amounts as determined by a final court order or as agreed
by the parties subject to approval by the Court after notice and
hearing.  After an order allowing the claim, the outstanding
principal amount of the claim will bear interest at the federal
judgment rate in effect as of the date of the order.  Until the
time as the Weaver Cooke Claim is determined by final order, no
payments will be made on such claim.  Weaver Cooke's claim of lien
upon the sale properties will be transferred to the Net Sale
Proceeds and will be cancelled of record within 30 days after the
effective date.

Equity interests will be unimpaired, provided that the Debtor's
operating agreement will be amended to provide that the issuance
of non-voting equity securities is prohibited.

Marjorie K. Lynch, the court-appointed Bankruptcy Administrator
for the Debtor, objected to the prior version of the Debtor's Plan
noting that "[i]n order for a plan of reorganization to be
confirmable, the plan must satisfy the thirteen requirements set
forth in Section 1129 . . . The proponent of the plan bears the
burden of proof as to introduction and persuasion that each of
these requirements has been satisfied," citing In re Radco Props.,
Inc., 402 B.R. 666, 671 (Bankr. E.D.N.C. 2009).  Furthermore, Ms.
Lynch asserted that "the Court . . . has an independent obligation
to review the Plan to make sure that it satisfies the standards
for plan confirmation in section 1129," citing In re Ion Media
Networks, Inc., 419 B.R. 585, 598 (Bankr. S.D.N.Y. 2009); see also
11 U.S.C. ? 1129(a) ("The court shall confirm a plan only if all
of the following requirements are met: (1). . . (16). . .").

A full-text of the Amended Plan, dated Sept. 19, is available for
free at http://ResearchArchives.com/t/s?7718

                     About New Bern Riverfront

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on
Nov. 30, 2009.  John A. Northen, Esq., at Northen Blue, LLP,
represents the Debtor.  The Company disclosed $31,515,040 in
assets and $25,676,781 in liabilities as of the Chapter 11 filing.

The Bankruptcy Court will convene a hearing on Sept. 19, 2011, at
3:00 p.m., to consider the confirmation of New Bern Riverfront's
Amended Plan of Reorganization dated June 30.  Objections to the
Plan and ballots accepting or rejecting the Plan are due Aug. 30.

The Amended Plan represents a consensual plan of reorganization
negotiated with the Debtor's secured creditor, Wells Fargo Bank,
N.A.  The Debtor contemplates selling properties.


NEW HOLLAND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: New Holland Dairy, LLC
        385 W 400 S
        Bluffton, IN 46714

Bankruptcy Case No.: 11-13644

Chapter 11 Petition Date: September 27, 2011

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Sarah Mustard Heil, Esq.
                  Scot T. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  E-mail: djs@sak-law.com
                          sheil@sak-law.com
                          sts@sak-law.com

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

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

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
New Holland Dairy Leasing LLC          11-13651   09/27/11
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

A list of New Holland Dairy's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/innb11-13644.pdf

A list of New Holland Dairy Leasing's three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/innb11-13651.pdf

The petitions were signed by Gerrit Houtjes, managing member.


NEVADA LAND: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Nevada Land Assets, LLC
        453 Lakeshore Blvd.
        Incline Village, NV 89451

Bankruptcy Case No.: 11-53032

Chapter 11 Petition Date: September 26, 2011

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge St
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $4,200,000

Scheduled Debts: $9,954,061

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-53032.pdf

The petition was signed by Dale Denio, managing member.


NEWPAGE CORP: Final Hearing on $600MM of DIP Financing Today
------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware will convene a hearing Oct. 4, 2011, at 2:00 p.m. to
consider NewPage Corporation and its debtor affiliates' motion to
access a $600 million postpetition financing from JPMorgan Chase
Bank, N.A., Barclays Bank PLC, Wells Fargo Capital Finance, LLC,
and any future syndicate of financial institutions.

Judge Gross previously gave interim approval to the DIP financing.

The DIP Facility consists of (i) a $350 million superpriority
senior secured DIP revolving credit facility, and (ii) a
$250 million superpriority senior secured term loan facility.

Judge Gross granted adequate protection to The Bank of New York
Mellon, as collateral trustee.  He also authorized the Debtors to
use Cash Collateral.

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

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

                    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.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.


NEWPAGE CORP: Taps FTI Consulting as Financial Advisors
-------------------------------------------------------
NewPage Corporation and its debtor affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
FTI Consulting, Inc., as their financial advisors, nunc pro tunc
to the Petition Date.

As financial advisors, FTI will, among other things:

   -- assist the Debtors in the preparation of financial related
      disclosures required by the Court, including schedules of
      assets and liabilities, statement of financial affairs, and
      monthly operating reports;

   -- assist with the development, implementation, maintenance,
      and reporting the results of a comprehensive short-term
      cash management system;

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

   -- assist regarding the quantification and valuation of
      potential cost savings projects, including overhead and
      operating expense reductions and efficiency improvements.

By separate applications, the Debtors are seeking to employ, among
other professionals, Lazard Freres & Co. LLC, as investment
banker, and PricewaterhouseCoopers as accounting services
provider.  The Debtors believe that the services FTI will provide
will be complementary rather than duplicative of the services to
be performed by Lazard and PWC.

FTI will be paid according to its customary hourly rates:

   Senior Managing Director             $780 - $895
   Director & Managing Director         $560 - $745
   Consultant & Senior Consultant       $280 - $530
   Administrative & Paraprofessionals   $115 - $230

FTI's necessary expenses will also be reimbursed.  FTI will be
employed under a general retainer, which is estimated to total
approximately $1,000,000.  The retainer will not be segregated by
FTI in a separate account and will be held until the end of the
cases and applied to FTI's finally approved fees in the
proceedings.  The parties' engagement agreement also contains
certain provisions for indemnification and dispute resolution.

David J. Beckman, a Senior Managing Director of FTI, attests that
FTI is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

A hearing will be held on Oct. 4, 2011, to consider the
application.

                    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.

Attorneys at Young Conaway Stargatt & Taylor, LLP, and Paul,
Hastings, Janofsky & Walker LLP, represent the Official Committee
of Unsecured Creditors.


NEWPAGE CORP: Seeks to Employ Dewey & LeBoeuf as Counsel
--------------------------------------------------------
NewPage Corporation and its debtor affiliates seek permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Dewey & LeBoeuf LLP as their attorneys, under a general retainer,
nunc pro tunc to the Petition Date.

As counsel, D&L will:

   (a) advise the Debtors in connection with the legal aspects of
       a financial restructuring under Chapter 11;

   (b) prepare on behalf of the Debtors, as debtors-in-
       possession, all necessary motions, applications, answers,
       orders, reports, and other papers in connection with the
       administration of the Debtors' bankruptcy estates;

   (c) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, 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;

   (d) take all necessary actions, including to negotiate and
       prepare on behalf of the Debtors, a plan or plans and
       related disclosure statements and all related documents,
       and further actions as may be required in connection with
       the administration of the Debtors' estates; and

   (e) perform all other necessary legal services in connection
       with the prosecution of the cases.

The Debtors will pay D&L according to its customary hourly rates
and will reimburse the Firm's necessary expenses.  The current
hourly rates charged by D&L for professionals and
paraprofessionals expected to be employed on this matter are:

         Billing Category           Range
         ----------------           -----
         Partners                $700 - $1,000
         Counsel                    $675
         Associates              $385 -   $650
         Paraprofessionals       $200 -   $295

George F. Martin, NewPage Corporation's president and chief
executive officer, disclose that prior to the Petition Date, D&L
received certain amounts from the Debtors as compensation for
professional services relating to the potential restructuring of
the Debtors' financial obligations and additional amounts for the
reimbursement of reasonable and necessary expenses incurred in
connection therewith.  D&L also has received retainer fees and
advances against expenses for services to be performed in the
preparation for and prosecution of the Chapter 11 cases, in the
amount of approximately $3.5 million.

Philip M. Abelson, a member of D&L, says that as of the Petition
Date, D&L holds a retainer for $1,489,326.  He notes that after
application of amounts for any additional prepetition professional
services and related expenses, D&L will continue to hold the
excess amounts as a general retainer.

Mr. Abelson also assures the Court that D&L is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

A hearing will be held on Oct. 4, 2011, to consider the
application.

                    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.  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.


NORTHLAND HEAT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Northland Heat Treating, Inc.
        aka Northland Heat Treating
        P.O. Box 278
        Antigo, WI 54409

Bankruptcy Case No.: 11-34620

Chapter 11 Petition Date: September 26, 2011

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: John A. Foscato, Esq.
                  P.O. Box 1133
                  Green Bay, WI 54305-1133
                  Tel: (920) 432-8801
                  Fax: (920) 432-8859
                  E-mail: attyjaf@new.rr.com

Scheduled Assets: $1,973,720

Scheduled Debts: $1,793,170

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wieb11-34620.pdf

The petition was signed by Danny Miller, president.


NUCO2 FUNDING: Fitch Affirms Rating on Class B Notes at 'BB'
------------------------------------------------------------
Fitch Ratings affirms NuCO2 Funding LLC, series 2008-1 notes as
follows:

  -- $75,000,000 class B at 'BB'; Outlook Stable.

This affirmation is being made in connection with NuCO2 Funding
LLC's (NuCO2 Funding) execution of a $50 million add-on
securitization whereby the proceeds will be used to redeem a
portion of preferred stock of NuCO2 Inc. (NuCO2).

The new 2011-1 securitization will be issued out of the existing
securitization trust and will be pari-passu with outstanding
senior notes (series 2008-1 and 2010-1 class A notes).  The new
issuance is permitted under the transaction documents and will be
the second new issuance since close.  In addition, Fitch also
reviewed the amendments to the Limited Liability Company (LLC)
agreements.  The amendments to the LLC agreements provide tighter
provisions that conform to current policies which preserve the
bankruptcy-remote status of NuCO2 Funding and certain other LLCs.

The notes are backed by cash flows generated by substantially all
of NuCO2's business activities, which are primarily the leasing of
bulk carbon dioxide systems and the distribution of carbon dioxide
(CO2) to quick service restaurants (QSRs) and other retailers of
fountain beverages in the United States.

Fitch's affirmation reflects trust performance within initial
rating expectations.  Since issuance, NuCO2 has strengthened its
industry position and improved trust interest coverage and
leverage.  The rating affirmation also reflects the trust's
ability to withstand various stress scenarios that test customer
location, attrition and growth rate assumptions.  Despite the
incremental increase in senior debt, under the various stress
scenarios, cash flow available to the class B-1 notes are
consistent with levels at issuance.

As of August 2011, customer locations have increased by 25.8% to
146,105. Revenues on a trailing 12-month basis as of June 2011
have increased 38.3% to $186.5 million when compared to Dec. 31,
2007.  As of the August servicing report dated Sept. 26, 2011,
NuCO2's three-month and 12-month interest coverage ratios on the
senior debt were 3.36 times (x) and 3.49x, respectively.  These
coverage ratios compare favorably to the original three-month
interest coverage ratio of 2.59x when first reported in June 2008.

Fitch expects trust performance to remain stable, as additional
revenues attributable to NuCO2's ongoing acquisition strategy and
organic growth will be available to service the additional debt
and maintain coverage and leverage metrics.  However, Fitch
expects future growth to be somewhat constrained due to the
limited acquisition opportunities available, as NuCO2 has already
acquired the majority of their largest competitors.

Fitch's Stable Outlook reflects the trust's expected continued
performance despite the challenging economic and restaurant
environment, because of the unique nature of its product and
business model.

Over the remaining term of the securitization, Fitch will
continually monitor NuCO2's performance. Any material change in
Fitch's assessment or assumptions could affect the ratings of the
trust.


OCEAN PLACE: Nov. 2 Hearing on AFP 104 Plan Disclosures Set
-----------------------------------------------------------
The hearing on adequacy of the disclosure statement describing
creditor AFP 104 Corp.'s plan of liquidation in the Chapter 11
case of Ocean Place Development, LLC, will be held on Nov. 2,
2011, at 10:00 a.m.  As reported in the TCR on Sept. 7, 2011, the
U.S. Bankruptcy Court for the District of New Jersey terminated
the Debtor's exclusive periods within which to file a Chapter 11
plan and to solicit acceptances to that plan.

Pursuant to AFP 104's proposed plan of liquidation, the Debtor
will be dissolved, effective upon the Liquidating Trustee's filing
of a certificate of dissolution (or its equivalent) with the
secretary of state or similar official of the jurisdiction in
which the Debtor was organized.

The Plan envisions a sale of substantially all the Debtor's
assets, free and clear of all liens, claims and encumbrances, to a
Purchaser, which will be the party that submits the highest and
best offer for the Debtor's assets at an auction to be conducted
prior to the confirmation hearing.

Although substantially all of the Debtor' assets will be sold to
the Purchaser through the sale, the Avoidance Actions, a Cash
payment of $600,000, and any proceeds from the sale in excess of
AFP's Secured Claim will be transferred to a Liquidating Trust for
the purpose of, among other things, liquidating those assets and
making distributions to the Debtor's unsecured creditors.

The Plan designates 3 Classes of Claims and 1 Class of Interests:

        Class 1. AFP Secured Claim
        Class 2. Other Secured Claim
        Class 3. Unsecured Claims
        Class 4. Equity Interests and Other Equity Claims

Under the Plan, only Holders of claims in Classes 1 and 3 are
impaired by the Plan and entitled to vote to accept or reject the
Plan.  Claims in Class 2 are unimpaired by the Plan and the
Holders thereof are conclusively presumed to have accepted the
Plan.  Claims and Equity Interests in Class 4 are not receiving
any property under the Plan, and therefore, are presumed by
the Bankruptcy Code to have rejected the Plan.

Under the Plan, AFP will be granted an Allowed Secured Claim in
the amount of the lesser of (i) the Purchase Price paid by the
Purchaser or (ii) the amount asserted by AFP in its proof of
claim.  The treatment of the AFP Secured Claim under the Plan
depends upon whether AFP is the eventual Purchaser at the sale.

If AFP is the eventual Purchaser at the sale, AFP will receive
under the Plan in full and final satisfaction of its Secured
Claim, the AFP Collateral, except for: (i) cash collateral in an
amount sufficient to fund the Unsecured Creditor Carveout
(i.e., $600,000) and (ii) Avoidance Actions.

If AFP is not the eventual Purchaser at the sale, AFP will receive
Cash on the Effective Date in the amount of the AFP Secured Claim
in full and final satisfaction of its claim.

That portion of the AFP Claim (if any) that exceeds the amount of
the AFP Secured Claim (i.e., the AFP Deficiency Claim) will be
deemed an Allowed Unsecured Claim and will be included within
Class 3 under the Plan, provided, however, that AFP will not
receive any distribution from the Liquidating Trust on account of
its AFP Deficiency Claim.

Holders of Allowed Other Secured Claims (if any) will receive in
full and final satisfaction of their Allowed Other Secured Claims
any Collateral upon which Holders of Allowed Other Secured Claims
hold valid first priority Liens.

The Plan proposes to reclassify the Other Equity Claims, which
were filed in the bankruptcy case as unsecured Claims, as Equity
Interests.  Assuming that the sale does not generate sale proceeds
in excess of the amount needed to pay Class 3 Unsecured
Claims in full, Holders of Equity Interests and Other Equity
Claims in Class 4 will not receive any distributions under the
Plan.

A copy of the disclosure statement explaining AFP's plan is
available for free at

      http://bankrupt.com/misc/oceanplace.afp104DS.pdf

Attorneys for AFP 104 may be reached at:

         Joseph L. Schwartz, Esq.
         Kevin J. Larner, Esq.
         RIKER, DANZIG, SCHERER, HYLAND & PERRETTI LLP
         Headquarters Plaza
         One Speedwell Avenue
         Morristown, NJ 07962
         Tel: (973) 538-0800
         E-mail: jschwartz@riker.com
                 klarner@riker.com

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., at
Lowenstein Sandler, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $50 million to
$100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP 104
Corp. pursuant to a Loan Agreement dated April 25, 2006, as
amended from time to time, entered into by and between the Debtor
as borrower and Barclays Capital Real Estate Inc. as lender.

Joseph L. Schwartz, Esq., and Kevin J. Larner, Esq., at Riker,
Danzig, Scherer, Hyland & Perretti LLP, in Morristown, New Jersey,
represents AFP 104 as counsel.


OLSEN AGRICULTURAL: Committee Can Hire Lane Powell PC as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
the General Unsecured Creditors' Committee in the Chapter 11 case
of Olsen Agricultural Enterprises LLC, to retain Lane Powell PC as
counsel.

As reported in the Troubled Company Reporter on June 24, 2011, the
Committee related that prior to its selection, Lane Powell had
appeared in the Debtor's case for creditor Oregon Vineyard Supply
Co. and had attended the initial hearing held to consider interim
use of cash collateral and other first day motions on OVS's
behalf.

The firm's professionals who are designed to work on the case and
their hourly rates are:

          Name             Status          Hourly Rate
          ----             ------          -----------
     Mary Jo Heston        Shareholder         $485
     Clifford Spencer      Shareholder         $340
     Brian Kiolbasa        Associate           $285
     Annie Norby           Paralegal           $190
     Diana Barker          Paralegal           $175

To the best knowledge of the Committee, Lane Powell is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code and does not represent or hold any interest
adverse to the interest of the Debtor's estate or of any class of
creditors or equity security holders.

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC
operates an agricultural enterprise on roughly 7,762 acres of
owned and leased land located in Benton, Linn and Polk Counties.
Its business is comprised principally of three divisions: (a)
Olsen Seed Company, which produces and sells a variety of
grass seed and grains on 5,934 acres; (b) Olsen Agriculture, which
grows and sells peppermint, nursery stock, squash, hazelnuts and
blueberries on 1,334 acres; and (c) Olsen Family Vineyards, which
grows a variety of grapes on 494 acres and produces and sells
quality wines under the "Viridian" label as well as private
labels.

Olsen Agricultural Enterprises is the surviving entity of a merger
transaction that was consummated on June 1, 2011.  In the merger
transaction, Olsen Agricultural Company, Inc., an Oregon
corporation, Jenks-Olsen Land Co., an Oregon general partnership,
Olsen Vineyard Company, LLC, an Oregon limited liability company
and The Olsen Farms Family Limited Partnership were merged with
and into Olsen Agricultural Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Greene & Markley, P.C., acts
as the Debtor's bankruptcy counsel.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Robin G. Olsen,
operations director.

For the fiscal year ended Dec. 31, 2010, OAC reported total
revenues of $6,428,880 and a net loss of ($5,791,310). At the time
of the merger, on a consolidated basis, the books and records of
OAC, JOLC and OVC reflected assets totaling $29.8 million and
liabilities totaling $37.2 million.  The fair market value of the
Debtor's assets, on a going concern basis, is roughly $50 million.


PALM HARBOR: Disclosures Approved; Confirmation Hearing on Nov. 17
------------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved the disclosure statement explaining
Palm Harbor Homes, Inc., and its debtor affiliates' second amended
plan of reorganization.

The Confirmation Hearing will commence on Nov. 17, 2011, at 1:00
p.m.

The deadline to file any briefs and declarations in support of the
Plan confirmation will be Oct. 17.  The Voting Deadline is Nov. 1.
Objections to the confirmation of the Plan are due Nov. 7.  The
Debtors' reply to the plan objections is due Nov. 14.

The Second Amended Plan provides for the substantive consolidation
of the Debtors, which will lead to a projected recovery of 17% to
21% for allowed general unsecured creditors.

A redlined version of the Second Amended Plan, dated Sept. 26, is
available for free at http://ResearchArchives.com/t/s?7719

                      About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactured and marketed factory-
built homes.  The Company marketed nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-13850) on
Nov. 29, 2010.  It disclosed $321,263,000 in total assets and
$280,343,000 in total debts.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James and Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.

Following a court-approved sale process, Palm Harbor in March 2011
sold its business for $85.25 million to Fleetwood Enterprises
Inc., a venture between Cavco Industries Inc. and a fund advised
by Third Avenue Management LLC.  Fleetwood is providing up to $55
million in secured financing for Palm Harbor's reorganization.


PHILADELPHIA ORCHESTRA: Court Approves Pops Severance Deal
----------------------------------------------------------
Peter Dobrin at Inquirer Music Critic reports that one major plank
of the Philadelphia Orchestra Association's bankruptcy case fell
into place on Sept. 28, 2011, with court approval of a severance
agreement between the orchestra and Peter Nero and the Philly
Pops.

According to the report, though the association was still far from
a resolution with musicians over a new labor deal, talks are
coming to a head this weekend. Mediation with Stephen Raslavich,
chief judge of U.S. Bankruptcy Court, Eastern District of
Pennsylvania, is set to continue Sunday and Monday.

The report says if a labor deal can be reached that would be
acceptable not only to the orchestra's 100 or so musicians but to
the American Federation of Musicians and Employers' Pension Fund,
the case would take a significant turn toward conclusion. Instead
of facing months of litigation, the association could file a
bankruptcy-exit plan in November.

                  About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


PICHI'S INC: Can Use Cash Collateral Until Nov. 15
--------------------------------------------------
On Sept. 23, 2011, the  U.S. Bankruptcy Court for the District of
Puerto Rico approved:

  -- the joint motion of Pichi's Inc. and Banco Popular de Puerto
     Rico for the entry of an order authorizing (i) postpetition
     secured financing of up to $207,000 from Banco Popular and
     (ii) use of Banco Popular's cash collateral until Aug. 31,
     2011; and

  -- the parties' joint motion requesting extension of all the
     terms and conditions contained in the above stipulation to
     Nov. 15, 2011.

Pursuant to the agreement, the Debtor is authorized to use the
cash collateral solely to satisfy the permitted expenditures
detailed and described and at the times set forth in a budget.

A copy of the stipulation and agreement on cash collateral and DIP
funding is available for free at:

          http://bankrupt.com/misc/pichi'sinc.dkt19.pdf

                        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 A. Cuprill,
Esq., at Charles A. Cuprill, P.S.C., Law Offices, in San Juan,
Puerto Rico, 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.
In its schedules, the Debtor disclosed $31,402,359 in assets and
$36,619,020 in liabilities.

Luis C. Marini, Esq., and Ubaldo M. Fernandez, Esq. --
luis.marini@oneillborges.com and ubaldo.fernandez@oneillborges.com
? at O'Neill & Borges, in San Juan, Puerto Rico, represents Banco
Popular de Puerto Rico as counsel.


PIEDMONT CENTER: Taps Analytical Consultants as Property Appraiser
------------------------------------------------------------------
The Chapter 11 trustee in the case of Piedmont Center Investments,
LLC, asks the U.S. Bankruptcy Court for the Eastern District of
North Carolina for permission to employ Analytical Consultants to
appraise the commercial real property of the Debtor.

Paul L. Snow, president of Analytical Consultants, tells the Court
that Analytical Consultants has agreed to appraise seven
properties for $5,000 per property.  The trustee has agreed to pay
$15,000 by Oct. 18, 2011, $6,000 by Nov. 18, and the remaining
$14,000 to be paid within 30 days of delivery of the completed
appraisals.  Analytical Consultants will also be reimbursed at the
rate of $225 per hour for additional work on the project after the
initial report delivery, including court preparation and
testimony.

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

                 About Piedmont Center Investments

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

Manager and part-owner Roger Camp signed a Chapter 11 petition
for Piedmont Center Investments, LLC (Bankr. E.D.N.C. Case No.
11-06178) on Aug. 11, 2011.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., in New Bern, North Carolina, serves as
counsel to the Debtor.  The Debtor disclosed $48,995,899 in assets
and $35,271,436 in liabilities as of the Petition Date.

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


PIEDMONT CENTER: Trustee Can Hire Northen Blue as Bankr. Counsel
----------------------------------------------------------------
The Hon. J. Rich Leonard Bankruptcy Court for the Eastern District
of North Carolina authorized John A. Northen, Chapter 11 Trustee
in the case of Piedmont Center Investments, LLC, to employ Northen
Blue, L.L.P., as his bankruptcy counsel.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
Northen Blue is expected to give the trustee legal advice
with respect to his duties and powers.

The firm said it has agreed to represent the trustee for
compensation as may be subsequently allowed and approved in
accordance with the provisions of the Bankruptcy Code.

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

                 About Piedmont Center Investments

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

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

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


PRO-TOUCH ENTERPRISES: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Pro-Touch Enterprises, Inc
        706 Highway 35
        Neptune, NJ 07753

Bankruptcy Case No.: 11-38167

Chapter 11 Petition Date: September 27, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Jules L. Rossi, Esq.
                  LAW OFFICE OF JULES L. ROSSI
                  208 Main Street
                  Asbury Park, NJ 07712
                  Tel: (732) 774-5520
                  Fax: (732) 744-5870
                  E-mail: jlrbk423@aol.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
P.J. Leasing Company, L.P.                       $287,859
C/O Provoc Group
795 E. Lancaster Ave
Villanova, PA 19085

The petition was signed by Melvyn Garden, president.


PROTEONOMIX INC: Notes Progress Toward Clinical Trial of UMK-121
----------------------------------------------------------------
Proteonomix, Inc., said it has made substantial progress in
arranging the clinical trial of its stem cell treatment for
patients awaiting liver transplant to overcome End Stage Liver
Disease.

Michael Cohen, President of the Company, stated, "We continue to
make steady and increasingly rapid progress toward the
commencement of our trial of UMK-121.  Our partner in the
potential clinical trial has moved forward with regulatory matters
that are a necessary prerequisite to the commencement of the trial
and we expect to announce further developments in the fourth
quarter of this year."

Mr. Cohen continued, "We have identified the marketing targets for
UMK-121 in the United States and the movement toward therapeutic
use is expected to follow on rapidly after a successful clinical
trial."

Dr. Ian McNiece, Proteonomix chief scientific officer, noted: "Our
UMK-121 pharmaceutical therapy is advancing toward clinical trials
in ESLD ("End Stage Liver Disease") patients.  The Company hopes
to provide more information on this product in the early part of
the fourth quarter.  The Company is working diligently to advance
this product line into a clinical trial."

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company's balance sheet at June 30, 2011, showed $3.51 million
in total assets, $6.95 million in total liabilities and a $3.43
million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


QUEBECOR MEDIA: DBRS Confirms Issuer Rating at 'BB'
---------------------------------------------------
DBRS has confirmed Quebecor Media Inc.'s Issuer Rating at BB
(low), its Secured Bank Debt rating at BB (high), with a recovery
rating of RR1, and its Senior Notes rating at BB (low), with a
recovery rating of RR4.  The trends are all Stable.  QMI's
corporate Issuer Rating is based on its own leverage and the
supporting cash flow from its major operating subsidiaries ?
Videotron Ltee (Videotron; Issuer Rating at BB (high), see
separate press release) and Sun Media.  Videotron's strong
operating performance has driven earnings growth for the group for
the past several years, which has reduced its own financial risk
and, indirectly, the financial risk of its parent QMI.

Videotron continues to benefit from subscriber growth in digital,
high-speed Internet and telephony, with a rising number of
subscribers taking multiple services.  This is in a marketplace
that remains highly competitive, with satellite and telco
operators also providing these services and continuing to invest
in their networks to enhance their services (e.g., the telcos with
fibre deployments are bolstering their data speeds, which allows
them to offer terrestrial video services).  DBRS notes that, in
September 2010, Videotron launched its own wireless network in
Qu‚bec and in doing so will enter a very competitive market,
battling incumbents and other new entrants alike. (Videotron spent
over $550 million on spectrum licenses in 2008, with total
investment expected to exceed $1 billion over roughly five years.)
Videotron's bundling efforts have been successful thus far and
have unlocked operating leverage, driving EBITDA growth and
improved EBITDA margins.  However, its wireless network and
subscriber loading costs are expected to be a drag on EBITDA and
EBITDA margins over the next couple of years.  Bundling has also
driven average revenue per user (ARPU) levels to over $102 per
month in Q2 2011 ($51.86/month in 2005).

DBRS notes, however, that QMI's News Media and Broadcasting
segments remain under some structural pressure and there has been
reinvestment in these businesses to reposition them for the
future.  News Media appears to be managing the structural changes
as advertisers and readers shift to online formats.  The Company
is attempting to combat this by moving an increasing amount of its
content online, ramping up its free daily offerings in most major
markets and significantly streamlining its cost structure while
reinvesting in new publications and moving to an unleveraged
position at Sun Media, which now includes Osprey Media.  This
allows for all free cash flow from Sun Media to be distributed to
QMI.

DBRS expects that Videotron, Sun Media and the Company's other
subsidiaries will have the capacity to continue to contribute
meaningful cash distributions to QMI in 2011 and 2012, which
should more than cover QMI's expected interest, corporate expenses
and external dividend payment.  In addition, QMI maintains good
liquidity, with roughly $100 million available under its undrawn
revolving credit facility.  DBRS expects QMI to be able to
maintain its ratings at the current level.  QMI could improve its
ratings in the future if it continues to make progress in
achieving lower leverage on a consolidated basis.  This would
largely be driven by improvement in its operating subsidiaries.
However, if cash flows from the subsidiaries were to decline or if
their capex or additional investments become aggressive, leading
to increased leverage at their level or at QMI, QMI's ratings
could come under pressure.

DBRS has simulated a default scenario for QMI over the 2011 to
2013 time frame to assess the recovery prospects at the corporate
level under certain assumptions.  At a distressed valuation level,
DBRS notes that QMI's Secured Debt has outstanding recovery
prospects of 90% to 100%.  As such, DBRS has confirmed QMI's
Secured Debt recovery rating at RR1 and its instrument rating at
BB (high), two notches above its BB (low) Issuer Rating.  A rating
of two notches above the Issuer Rating is given to this secured
debt (even though with the RR1 rating, three notches is possible),
as QMI is a holding company that is one level away from the
operating assets of the companies whose shares collateralize this
debt.

QMI's Senior Notes ($1.6 billion outstanding) have average
recovery prospects of 30% to 50% under a distressed scenario.  As
such, DBRS has confirmed QMI's Senior Notes recovery rating at RR4
and its instrument rating at BB (low), which is the same as its
Issuer Rating.


RENAISSANCE SURGICAL: John Seitz Appointed as Chapter 11 Trustee
----------------------------------------------------------------
Rob Kurtz at Becker's ASC Review reports that John Seitz, CEO of
Ambulatory Surgical Group and ManageMyASC.com, has been appointed
by the Department of Justice's United States Trustee Program to
act as trustee in the Chapter 11 case of Renaissance Surgical Arts
of Newport Harbor.

        About Renaissance Surgical Arts at Newport Harbor

An involuntary Chapter 11 petition was filed against Costa Mesa,
California-based Renaissance Surgical Arts at Newport Harbor
(Bankr. C.D. Calif. Case No. 11-19749) on July 11, 2011. On
Aug. 2, 2011, the Court entered an order for relief. Judge Erithe
A. Smith presides over the case.

The petitioners are Dr. Gary Reiter, allegedly owed $907,515;
Vascular Resources Inc., allegedly owed $2,462,492; and Anthony C.
Pings, allegedly owed $266,169. The Petitioners are represented
by Robert P. Goe, Esq., at Goe & Forsythe, LLP.


REOSTAR ENERGY: Can Continue Using Cash Collateral Until Oct. 17
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
authorized ReoStar Energy Corporation, et al., to continue using
collateral of BT&MK Energy Commodities LLC through the date of the
disclosure statement hearing on Oct. 17, 2011, at 9:30 a.m..

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter on Aug. 16, 2011, the
Debtors have filed a plan that provides for the restructuring 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.


ROBERTS LAND: Files 3rd Amended Joint Plan of Reorganization
------------------------------------------------------------
Roberts Land & Timber Investment Corp. and Union Land & Timber
Corp. filed with the U.S. Bankruptcy Court for the Middle District
of Florida on September 13, 2011, a third first amended joint plan
of reorganization.

The Amended Plan provides that at the sole and exclusive option of
the Debtors, which will be exercised prior to the conclusion of
the confirmation hearing scheduled for November 2, 2011, the
Debtors will inform the Court of their determination to invoke and
implement either Plan Treatment I or Plan Treatment II of Class 4
Secured Claim of Farm Credit of Florida, ACA, as successor by
merger to Farm Credit of North Florida, ACA.  Farm Credit holds a
first priority mortgage lien in various tracts of real property to
secure an indebtedness of $11,300,819.

Regardless which alternative Plan Treatment is selected by the
Debtors, the Debtor, Roberts Land & Timber Investment Corp., and
its president, Avery C. Roberts, will within reason continue to
provide active management and consulting services as may be
requested by Farm Credit with respect to the continued
development, marketing, leasing and sale of the Woodstock
Industrial Site being conveyed to Farm Credit under the Amended
Plan.

                        Plan Treatment I

In full satisfaction, release and discharge of all Farm Credit
indebtedness, the Debtor will, within 10 days of the Effective
Date, execute and deliver to Farm Credit a Special Warranty Deed
in recordable form, together with additional papers and
instruments, conveying to Farm Credit of Florida, ACA, its entire
fee simple interest in and to the real property situated in Baker
County, Florida, and referred to as the Woodstock Industrial Site.

The transfer and deed delivery to Farm Credit will provide the
creditor with the indubitable equivalent of total claim amount and
fully satisfy all claims of Farm Credit against the Debtors.  More
specifically, upon transfer, Farm Credit will mark each of the
Farm Credit Notes paid in full and return them to counsel for the
Debtors, and will cause its Mortgages, Deeds of Trust and all
related security agreements to be released and cancelled.
Further, Farm Credit will dismiss with prejudice all litigation
which relates to the Farm Credit Loans.

                        Plan Treatment II

The Debtor will, within 10 days of the Effective Date, execute and
deliver to Farm Credit a Special Warranty Deed in recordable form,
together with additional papers and instruments, conveying to Farm
Credit of Florida, ACA, its entire fee simple interest in the
Woodstock Industrial Site.  Upon the transfer and deed delivery to
Farm Credit, the total indebtedness owed to Farm Credit will be
credited with the amount of the property determined by the Court
to represent the indubitable equivalent of the value of the
property.

The amount, if any, remaining due and owing to Farm Credit of
Florida, ACA, after crediting and applying the indubitable
equivalent value of the Woodstock Industrial Site against the
total indebtedness owed, will be paid in monthly installments over
a 30-year term amortized at a fixed interest rate of 4.25% per
annum with the first monthly payment due and payable on the 30th
day following the Effective Date.

The Debtors will be allowed to prepay the indebtedness, or any
portion thereof, without a prepayment penalty.  Upon full payment
of the indebtedness owed, Farm Credit will execute and deliver to
the Debtor a Satisfaction or Release of Mortgage Liens with
respect to all of the Non-Woodstock Industrial Site property, and
Farm Credit will mark each of the Farm Credit Notes paid in full
and return them to counsel for the Debtors, and will cause its
Mortgages, Deeds of Trust and all related security agreements to
be released and cancelled.

A copy of the Third Amended Plan is available for free at:

    http://bankrupt.com/misc/ROBERTSLAND_3rd_Amended_Plan.pdf

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & TimberCorp. also sought Chapter 11
protection (Case No. 11-03853).

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


SAMARITAN HOSPITAL: Moody's Upgrades Bond Rating to 'B1'
--------------------------------------------------------
Moody's Investors Service has upgraded Good Samaritan Hospital's
(GSH) bond rating to B1 from B2, affecting $65 million of Series
1991 fixed rate bonds outstanding (see RATED DEBT section at the
end of the report) issued through the California Health Facilities
Financing Authority. The outlook remains positive.

SUMMARY RATING RATIONALE

The rating upgrade and positive outlook reflect three consecutive
years of reduced operating losses, relatively stable cash flow
generation through eleven months of FY 2011and strengthening of
the balance sheet with a large increase in unrestricted cash from
the state provider fee program. A future rating upgrade will be
contingent on GSH's ability to continue to improve operating
performance, liquidity and leverage measures and the resolution of
the uncertainty surrounding the State's Medi-Cal program
reimbursement structure, disproportionate share funding, and the
state provider fee program.

STRENGTHS

*A high-end clinical provider (operating revenue base of $285
million and Medicare case mix index of 1.85 in FY 2011) located in
downtown Los Angeles, CA

*Three consecutive years of reduced operating losses and
relatively stable operating cash flow generation in FY 2011 (-1.9%
operating margin and 3.2% operating cash flow margin based on
annualized eleven months of FY 2011 compared to -2.2% operating
margin and 3.3% operating cash flow margin in FY 2010)

*Sizable increase in unrestricted cash from the state provider fee
program; As of July 31, 2011, total unrestricted cash and
investments increased to a peak $88.5 million, equating to
improved 115 days cash on hand and 136% cash-to-debt from $68
million at FYE 2010 (87 days and 98% cash-to-debt). GSH received
$15.4 million net proceeds under the initial 21-month phase of the
program and has received $4 million of the $7 million expected to
receive under the second phase, a six month extension of the
program approved by the state in May (the Center's for Medicare &
Medicaid Services (CMS) approved the Medi-cal fee for service
portion of provider fee program, but the Medi-Cal managed care
piece is still pending approval); an additional 30-month extension
of the provider fee program was approved by the state recently and
is pending approval by CMS; GSH estimates that the 30-month
extension would net approximately $45 million over the 30-month
period

*Conservative debt structure with all fixed rate debt and no
interest rate swaps outstanding; no new debt planned at this time

*Defined benefit pension plan frozen for new employees since 1998;
funded ratio based on projected benefit obligation is estimated to
be 90% at FYE 2011

*Hospital meets structural seismic requirements through 2030

CHALLENGES

*Continued volatility in volume due to the weak economy; through
eleven months of FY 2011, flat inpatient admissions and emergency
room visits growth was flat and total surgeries were down 5.1%

*Operating cash flow margin remains a low 3.2% resulting adequate
but still modest leverage measures including peak debt service
coverage of 2.0 times and 5.0 times adjusted debt-to-cash flow
(based on annualized eleven months FY 2011)

*Presence of $44 million of unrestricted cash (excluded from
Moody's calculation) from a land sale could provide a short-term
source of liquidity for operations and debt service, but is
expected to be spent on a large medical office building and
outpatient pavilion project by the end of FY 2013

*Hospital serves a large Medi-Cal patient population (represents
22% of gross revenues), an ongoing concern given the State's
ongoing budget challenges, possible changes to the Medi-Cal
reimbursement system and the uncertainty of future government
supplemental funding support

*Small and very competitive primary service area consisting of 14
general acute care hospitals in a 4.5 mile radius; larger service
area includes over 20 hospitals

*Challenging labor environment, although wage increases are
moderating; in FY 2010 the hospital entered into three year
contracts with both California Nurses Association (CNA) and
Service Employees International Union (SEIU)

*Very high average age of plant (26 years) due to deferred capital
needs; the hospital is currently in compliance with structural
requirements but nonstructural requirements still need to be met
under state seismic standards

OUTLOOK

The positive outlook reflects three consecutive year of reduced
operating losses and relatively stable cash flow generation
through eleven months of FY 2011and strengthening of the balance
sheet with a large increase in unrestricted cash from the state
provider fee program. A future rating upgrade will be contingent
on GSH's ability to continue to improve operating performance,
liquidity and leverage measures and the resolution of the
uncertainty surrounding the State's Medi-Cal program reimbursement
structure, disproportionate share funding, and the state provider
fee program.

WHAT COULD MAKE THE RATING GO UP

Growth and stability of volume and revenues; improved operating
performance and ability to sustain improved levels for multiple
years; improved liquidity and debt coverage measures;
predictability and stability of funding under the state provider
fee legislation

WHAT COULD MAKE THE RATING GO DOWN

Decline in operating performance and larger operating losses;
decline in unrestricted liquidity; weakening of debt coverage and
liquidity measures; cuts in reimbursement

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


SANITARY AND IMPROVEMENT: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Sanitary and Improvement District No. 513 of Douglas
        County
        11440 W. Center Road
        Omaha, NE 68144
        Tel: (402) 334-0700

Bankruptcy Case No.: 11-82482

Chapter 9 Petition Date: September 30, 2011

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Brian C. Doyle, Esq.
                  FULLENKAMP DOYLE & JOBEUN
                  11440 West Center Road
                  Omaha, NE 68144
                  Tel: (402) 334-0700
                  Fax: (402) 334-0815
                  E-mail: brian@fdjlaw.com

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

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

The petition was signed by Brett Gottsch, chairman.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Gottsch Enterprises                Warrants               $668,194
20507 Nicholas Circle, Suite 100
Elkhorn, NE 68022

A.G. Edwards & Sons, Inc.          Warrants               $456,687
Mailcode MO3880
2801 Market Street
St. Louis, MO 63103

First Clearing LLC                 Warrants               $389,584
Mailcode MO3880
2801 Market Street
St. Louis, MO 63103

Reynold & Kathryn Hochstein        Warrants               $380,896
28407 W. Maple Road
Waterloo, NE 68069

Brett & Stacy Gottsch              Warrants               $329,981
20507 Nicholas Circle, Suite 100
Elkhorn, NE 68022

William Gottsch                    Warrants               $320,572
20507 Nicholas Circle, Suite 100
Elkhorn, NE 68022

Robert L. Gottsch                  Warrants               $320,572
P.O. Box 1128
Hastings, NE 68902

Firstier Bank                      Warrants               $171,735

William L. Grewcock                Warrants               $167,231

Lyle & Audra Hansen                Warrants               $150,844

Marilyn Y. Magid Ttee              Warrants               $121,225
Marilyn Y. Magid Revoc Trust

Censtat Financial Inc.             Warrants               $114,490

Brett Gottsch Cust                 Warrants                $80,751

TD Ameritrad Fbo Knapp Family      Warrants                $80,143
Trust

Lois Gottsch                       Warrants                $80,143

Security National Bank             Warrants                $78,643

Brett Gottsch Cust                 Warrants                $71,454

Douglas & Michelle Grewcock        Warrants                $65,384

William R. Hengstler               Warrants                $57,245

Bruce Grewcock                     Warrants                $57,245


SCOTTO RESTAURANT: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Scotto Restaurant Group, LLC, has filed with the U.S. Bankruptcy
Court for the Western District of North Carolina a list of its 20
largest unsecured creditors.

Debtor's List of Its 20 Largest Unsecured Creditors:

  Entity                          Nature of Claim    Claim Amount
  ------                          ---------------    ------------
Donald Myers
10935 E san Felipe Avenue
Clovis, CA 93619-9324             Lender              $900,000.00

Lester High
2655 Saint Peters Road
Pottstown, PA 19465               Lender              $700,000.00

Richard Guter
701 Lindwood Drive
Greensburg, PA 15601              Lender              $250,000.00

William Holmes                    Lender              $125,000.00

Harvey Olivetti                   Lender               $70,000.00

Internal Revenue Service          Taxes                $51,000.00

Kelly Holmes                      Lender               $50,000.00

Bank of America Business
Card                              Credit Card          $30,168.00

Sygma-H Food                      Vendor               $28,000.00

Burnell Kennedy                   Lender               $25,000.00

Keith Holmes                      Lender               $25,000.00

Robert Kennedy                    Lender               $25,000.00

Ross & Wittmier                   Contractor Payment   $25,000.00

Sawyer's Produce                  Vendor               $19,842.00
Employment Security Commission of
NC                                Payroll Taxes        $15,000.00

Bank of America                   Loan                 $12,881.00

Paul Hand                         Lender               $12,000.00

GUARD Insurance Group             Insurance             $5,000.00

David Mitchell and
Associates                        Contractor Payment    $4,158.00

United Health Care                Vendor                $3,401.60

                     About Scotto Restaurant

Denver, North Carolina-based private company Scotto Restaurant
Group, LLC, fka Scotto Holdings, LLC, was established in 2006.

Creditors Lester B. High, William Holmes, and Donald L. Myers,
filed an involuntary Chapter 11 bankruptcy petition against Scotto
Restaurant (Bankr. W.D. N.C. Case No. 11-40506) on Aug. 11, 2011.
The Hon. George R. Hodges presides over the case.  The petitioners
are represented by Kiah T. Ford, IV, Esq., at Parker, Poe, Adams &
Bernstein LLP.


SEA TRAIL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Sea Trail Corporation
        211 Clubhouse Road
        Sunset Beach, NC 28468

Bankruptcy Case No.: 11-07370

Chapter 11 Petition Date: September 27, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $34,222,281

Scheduled Debts: $22,174,201

The petition was signed by Frances T. Williams, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Dennis Crocker                                   $564,000
P.O. Box 2476
Shallotte, NC 28459

Brunswick Co.             2010 Property          $271,947
Tax Collector             Taxes
Attn: Managing Agent
P.O. Box 29
Bolivia, NC 28422-0029

PNC Equipment Finance     Grounds Maintenance    $268,977
Attn: Managing Agent      Equipment
995 Dalton Avenue
Cincinnati, OH 45203

Brunswick Co. Tax                                $189,142
Collector

Cox & Watts, PLLC                                $123,208

Vereen's Turf Products                           $42,453

Himmelsbach                                      $15,885
Communications

Regal Chemical Company                           $15,054

Estate Mgmt Services                             $13,290

Grand Strand T-Time                              $12,093
Network

Infinity Fire                                    $7,541
Protection, LLC

Ocean Ridge                                      $6,948
Plantation

Ford's Fuel Service                              $6,844

Carolinas Staffing                               $6,491
Solutions

Grand Strand Golf                                $6,250
& Travel

Green Resource                                   $6,205

Smith & Turf                                     $6,082
Irrigation Co.

Golfer's Guide                                   $5,946
Mkt. Sol.

Coastal Golf                                     $5,900
Marketing

Mail Finance                                     $5,218


SEAHAWK DRILLING: Court Confirms Reorganization Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
confirmed a joint chapter 11 plan of reorganization or Seahawk
Drilling, Inc. and its affiliated debtors.

The Bankruptcy Court approved the sale of substantially all of the
Debtors' assets to SD Drilling LLC and Hercules Offshore, Inc. in
April 2011.  The purchase price received by the Debtors for the
assets was (a) 22,321,425 shares of common stock of Hercules
Offshore, Inc. (the "Hercules Common Stock"), plus (b) cash in an
amount equal to $25,000,012, subject to certain post-closing
adjustments.

It is expected that the Plan will become effective on October 4,
2011.  On the Effective Date, certain assets of the Debtors will
be transferred to a liquidating trust to be distributed to
creditors and equity interest holders in accordance with the terms
of the Plan.  Also on the Effective Date, the Hercules Common
Stock will vest in the Reorganized Debtors.  An Escrow Agent of
the Reorganized Debtors will hold the shares of Hercules Common
Stock until the shares are distributed to the Debtor's Debtor-in-
Possession Lender, Hayman Capital, and then to creditors and
equity holders in accordance with the terms of the Plan.

The trustee of the liquidating trust will be Eugene Davis, who
will report to a three-member liquidating trust board charged with
oversight of the liquidating trust. The Official Committee of
Equity Security Holders will appoint two of the three members of
the liquidating trust board. The Official Committee of Unsecured
Creditors will appoint the third member of the liquidating trust
board. Eugene Davis will also serve as the sole officer and
director of the Reorganized Debtors as of the Effective Date.

On the Effective Date, The Depository Trust Company, in
conjunction with the cancellation of the equity interests in
Seahawk Drilling, Inc., will prepare a list of all holders of
equity interests shown on the records of DTC as of the Effective
Date, forward that list to the Reorganized Debtors for inclusion
in the Interests Register and establish an "escrow CUSIP" number
or numbers representing the shares held by the former holders of
equity interests which escrow CUSIP number(s) shall represent only
the right of such holder to receive distributions under the Plan
on account of the canceled equity interests.  The holders of
rights in the Escrow CUSIP Interests, including former beneficial
owners of common stock of Seahawk Drilling, Inc., may transfer
those rights.

Also on the Effective Date, Seahawk's transfer agent charged with
maintaining the record of registered holders of Interests in
Seahawk will, in conjunction with the cancellation of the
Interests in Seahawk, prepare a list of all such holders, and the
number of shares held as of the Effective Date, and shall forward
that list to the Reorganized Debtors for inclusion in the
Interests Register.  The former holders of Seahawk Common Stock
who held Interests in their own name may transfer those rights by
notifying the Plan Agent of such transfer.

The listing of such former registered holders of Interests in
Seahawk, including former holders of Seahawk Common Stock who held
Interests in their own name, shall represent only the right of
such holder to receive Distributions on account of the canceled
Interests.
                       About Seahawk Drilling

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

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

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

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

The purchase price for the acquisition will be funded by the
issuance of roughly 22.3 million shares of Hercules Offshore
common stock and cash consideration of $25 million, which will be
used primarily to pay off Seahawk's Debtor-in-Possession
loan.  The number of shares of Hercules Offshore common stock to
be issued will be proportionally reduced at closing, based on a
fixed price of $3.36 per share, if the outstanding amount of the
DIP loan exceeds $25 million, with the total cash consideration
not to exceed $45 million.  The deal closed on April 27, 2011.


SHELBRAN INVESTMENTS: A. Cohen Named Chapter 11 Trustee
-------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, sought and
obtained the U.S. Bankruptcy Court for the Middle District of
Florida's approval of the appointment of:

         Aaron R. Cohen
         2063 Oak Street
         Jacksonville, FL 32204-4435
         Tel: (904) 389-7277
         E-mail: acohen60@bellsouth.net

as Chapter 11 trustee in the Chapter 11 case of Shelbran
Investments L.P.

The appointment was made on Aug. 16, 2011.

The bond of the Chapter 11 trustee will initially be set at
$463,500.  The bond is subject to increase at the direction of the
United States Trustee, or upon motion of any party-in-interest
including the Debtor and the entry of an order increasing the
amount of the bond.

                    About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Robert Wilcox, Esq., and
Emily M. Friend, Esq., at Brennan, Manna & Diamond, P.L.,
represent the Debtor.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
the committee.


SHELBRAN INVESTMENTS: Chapter 11 Trustee Taps Akerman as Counsel
----------------------------------------------------------------
Aaron Cohen, the Chapter 11 Trustee of the Chapter 11 case of
Shelbran Investments, L.P., sought and obtained authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Akerman Senterfitt as special counsel nunc pro tunc to Aug. 16,
2011.

As the Chapter 11 Trustee's special counsel, Akerman Senterfitt
will perform these services:

   a. assisting in analyzing possible claims against any non-
      Debtor person and representing the Chapter 11 Trustee in
      litigation of such claims, including but not limited to,
      claims against insiders, preference and avoidance actions,
      and other claims that the Chapter 11 Trustee could assert;

   b. assisting the Chapter 11 Trustee in the sale of certain
      parcels of real property; and

   c. assisting the Chapter 11 Trustee in other matters.

The Court notes that Akerman Senterfitt will not represent the
Chapter 11 Trustee in connection with any Alarion Bank-related
issues and if any issues develop in a way that the Chapter 11
Trustee becomes adverse to Alarion Bank, the Chapter 11 Trustee or
other counsel to the Chapter 11 Trustee will handle those issues
directly.

The Chapter 11 Trustee will pay Akerman Senterfitt its standard
hourly rates, and other charges like expense reimbursements,
photocopy services and the like.  The principal attorneys and
paralegals presently designated to represent the Chapter 11
Trustee in these cases and their standard hourly rates are:

         Jacob A. Brown                     $380
         Katherine C. Fackler               $250
         Jennifer S. Meehan                 $170

                    About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Robert Wilcox, Esq., and
Emily M. Friend, Esq., at Brennan, Manna & Diamond, P.L.,
represent the Debtor.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
the committee.

A Chapter 11 Trustee was appointed on August 16, 2011.


SHENGDATECH INC: Taps PricewaterhouseCoopers as Accountant
----------------------------------------------------------
ShengdaTech, Inc. asks the court for authority to employ
PricewaterhouseCoopers LLP and PricewaterhouseCoopers Consultants
(Shenzhen) Ltd. as forensic accountant acting through the Special
Committee of the Board of Directors of the Debtor nunc pro tunc to
August 19, 2011.

The nature and extent of the consulting services that the Debtor
propose to have PwC render include, but are not limited to:

A. PwC Consultants

   * assist with internal investigation by providing forensic
     accounting and investigative support;

   * provide additional services as may be mutually agreed to
     which are within the expertise of PwC.

B. PwC LLP

   * serve as liaison with PwC Consultants in conjunction with
     U.S. bankruptcy proceedings, including attending hearings as
     necessary and assistance with preparation of fee
     applications and other U.S. bankruptcy reporting
     requirements; and

   * provide additional services as may be mutually agreed to
     which are within the expertise of PwC.

As of the Petition Date, PwC was owed $392,077 (RMB2,509,295) for
services rendered by PwC to the Company before the Petition Date.
As part of this Application, therefore, PwC is waiving its claim
to the $392,077 for services rendered before the Petition Date.

The Debtor will pay for the services according to
PricewaterhouseCoopers' hourly rates:

A. PwC Consultants

         Partner                               $4,485
         Director                               4,095
         Associate Director                     3,705
         Senior Manager                         3,315
         Manager                                2,600
         Assistant Manager                      1,950
         Senior Associate                       1,625
         Associate                                878

B. PwC LLP

         Partner/Principal                       $750
         Director/Senior Manager         $550 to $590
         Manager                                 $420
         Senior Associate                        $350
         Associate                               $295
         Secretarial                             $100

The Debtor will also compensate PricewaterhouseCoopers' necessary
out-of-pocket expenses.

Daniel Williams, a member of PricewaterhouseCoopers, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech 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.


SOLYNDRA LLC: Gets Final Nod to Obtain $4MM Loan, Access Cash
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, Solyndra LLC, et al., to

   -- enter into (a) a $4 million senior secured superpriority
   Debtor-in-Possession term loan and security agreement with AE
   DIP 2011, as lender; and

   -- use the cash collateral of the prepetition secured lenders.

As of the Petition Date, the Debtors were indebted to:

   1. Prepetition Tranche A term Loan Facility Representative and
   the Prepetition Tranche A Lender in the amount of no less than
   $69,302,901 plus interest accruing, costs and any fees and
   expenses.

   2. Federal Financing Bank, and its  guarantor, the U.S.
   Department of Energy, acting by and through the Secretary of
   Energy, as loan servicer (Prepetition Tranche B/D agent) (i) in
   the principal amount of no less than $142,808,504 plus interest
   accrued and accruing, costs and any fees and expenses, and (ii)
   in the principal amount of no less than $385,000,000 plus
   interest accrued and accruing, costs and any fees and expenses;

   3. Argonaut Ventures I, L.L.C., as agent, and each holder of
   Tranche E note (Prepetition Tranche E lenders) in the principal
   amount of no less than $186,644,319 plus interests, fees, costs
   and expenses.

The Debtors will use the loan and the cash collateral to fund
their business operations postpetition.

The Debtors related that they have been unable to obtain unsecured
credit allowable as an administrative expense; (ii) credit for
money borrowed secured solely by a lien; and (iii) credit for
money secured by a junior lien.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the DIP lender replacement
liens in all property constituting cash collateral, and a
superpriority administrative expense claims status, subject to
certain carve out expenses.

As adequate protection for Prepetition Secured Parties, the Debtor
will grant the Prepetition Secured parties replacement liens
junior only to the carve out, the DIP liens and prepetition senior
liens.

Prior to the Petition Date, the DIP Guarantor -- 360 Solar
Holdings, Inc. -- issued $286,000,000 of preferred stock to
investors, of which $198,000,000 (the restricted funds) were
placed in a segregated account controlled by the master collateral
agent.  As of Sept. 2, 2011, the balance of the restricted funds
held in the restricted account was $3,040,311.

The Court also ordered that:

   -- the restricted funds are property of the Debtors' estates
   and constitute cash collateral and the master collateral agent
   is authorized and directed to release the restricted funds to
   the Debtors; and

   -- the Inventory accounts receivable trust funds are owned by
   Solyndra Solar LLC and Solyndra Solar II, LLC (Inventory A/R
   Purchasers).

                    Committee's Limited Objection

Previously, the Official Committee of Unsecured Creditors objected
to any final form of order that permits the DIP Lender and any
Prepetition Secured Party liens on Avoidance Actions or their
proceeds or recourse against the proceeds of any Avoidance Actions
in connection with any superpriority claims they may have.

The Committee further advised that, to the extent that the Court
permits the Tranche B and D Prepetition Secured Parties liens on
Avoidance Actions or their proceeds or recourse against the
proceeds of any Avoidance Actions in connection with any
superpriority claims they may have, the Tranche A and E
Prepetition Secured Parties will insist on the same treatment,
which insistence will cause the agreement reached on key points
with the Committee to fall apart.

The Committee subsequently reached an agreement in principal with
the DIP Lenders and the Tranche A and Tranche E Prepetition
Secured Parties.

The agreement in principal with the DIP Lender and the Tranche A
and Tranche E Prepetition Secured Parties addresses, among others:

   -- no DIP Liens or Replacement Liens on Avoidance Actions or
   their proceeds;

   -- neither the DIP Superpriority Claims nor the Adequate
   Protection Superpriority Claims will be payable from or
   otherwise have recourse to the proceeds of Avoidance Actions;

   -- Committee's Challenge Period is extended from 60 days to 75
   days;

   -- Committee is granted standing to bring any challenges or
   claims arising from or related to the Debtors' stipulations;
   and

   -- Committee's rights to challenge whether the Inventory
   Accounts Receivable Trust Funds are property of the Debtors'
   estates and to challenge or bring claims in connection with the
   transactions contemplated by the Sale Agreements on any other
   grounds are preserved.

                        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: Court Approves Pachulski as Bankruptcy Counsel
------------------------------------------------------------
Solyndra LLC sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Pachulski
Stang Ziehl & Jones LLP as bankruptcy counsel under a general
retainer to perform the legal services that will be necessary
during the chapter 11 cases.

The principal attorneys and paralegals designated to represent the
Debtors and their standard hourly rates are:

        Personnel             Rates
        ---------             -----
       Richard M. Pachuiski    $950
       Debra I. Grassgreen     $795
       Bruce Grohsgal          $705
       Joshua M. Fried         $650
       Shirley S. Cho          $650
       Patricia Jeffries       $255

Prepetition, Pachulski received $400,000 in connection with its
prepetition representation of the Debtors.

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

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications. The Company had approximately 968 full
time employees and 211 temporary employees. Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date. The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.
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: Court OKs McDermott as Counsel for Gov't Matters
--------------------------------------------------------------
Solyndra LLC sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ McDermott
Will & Emery as counsel.

Upon retention, the firm will, among other things:

a. provide legal advise to the Debtors with respect to
governmental investigations of the Debtors and hearings in
connections with those investigations, and litigation and
proceedings against the Debtors related to such
investigations and hearings;

b. prepare on behalf of the Debtors necessary reports,
applications, motions, answers, orders, and other legal
papers; and

c. appear at hearings related to any such investigations,
litigation or proceedings.

McDermott's John P. Decker charges $425 an hour for his services.

The Debtors believe McDermott is a "disinterested person" as that
term is defined in Section 101(4) of the Bankruptcy Code.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications. The Company had approximately 968 full
time employees and 211 temporary employees. Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date. The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases. The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser. AlixPartners LLP serves as noticing claims and
balloting agent. Imperial Capital LLC serves as the company's
investment banker and financial adviser.

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 INC: Orion Energy Not Affected by Bankruptcy
-----------------------------------------------------
Orion Energy Systems does not expect to be adversely impacted by
the bankruptcy of solar panel manufacturer, Solyndra, Inc.

"Although Solyndra was our primary vendor for PV solar panels that
we installed for many of our customers, its high profile
bankruptcy is not expected to have any material adverse effect on
our customers or us," said Neal Verfuerth, Orion's Chief Executive
Officer.

"Our market strategy from the inception of our Orion Engineered
Systems Division was to anchor our value proposition around our
expertise in project design, implementation and project
management.  We led with Solyndra's system due to the competitive
advantage offered when considering 'Total Cost of Ownership' per
kwh/produced, not the initial panel cost per watt on which the
market seems to be fixated today," said Verfuerth.

"The good news for us is that Solyndra doesn't owe us any money
and we have been continually vetting other PV technologies over
the last several years, so the transition to other suppliers will
result in minimal disruption to our customers and us," he
explained.

"We continue to secure new PV system contracts supported by other
very reputable and cost competitive suppliers.  With respect to
previously installed Solyndra systems, we have had no issues to
date with getting the product support and warranty coverage from
Solyndra, even during its bankruptcy proceedings.  We continue to
be optimistic that Solyndra will emerge from bankruptcy in the
near future," said Verfuerth.

                   About Orion Energy Systems

Orion Energy Systems, Inc. is a leading power technology
enterprise that designs, manufactures and deploys energy
management systems -- consisting primarily of high-performance,
energy efficient lighting platforms, intelligent wireless control
systems and direct renewable solar technology for commercial and
industrial customers -- without compromising their quantity or
quality of light.
                        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.


SPECTRAWATT INC: Employs McCabe & Mack as Local Counsel
-------------------------------------------------------
Spectrawatt Inc. sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
McCabe & Mack LLP as local counsel, nunc pro tunc to July 28,
2011, to assist the Debtor's bankruptcy counsel, King & Spalding
LLP.

The Debtor believes that the employment of McCabe & Mack will aid
in reducing the amount of administrative expenses to be incurred
in its bankruptcy case.

McCabe & Mack will be paid for its services in accordance with the
parties' retainer agreement.

                        About SpectraWatt

Based in Hopewell Junction, New York, SpectraWatt Inc. was spun
off from Intel in June 2008 and raised $50 million through a sale
of preferred stock to its former parent and other investors
including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG
Clean Energy and Berlin-based solar panel maker Solon SE.  The
Company has also issued about $36.7 million in senior secured
convertible notes.

The Company has a manufacturing facility in Hopewell Junction
designed to generate over 200 megawatts of production per year.
The plant began operations in January 2010 with an initial
capacity of only 30 megawatts per year.

The Company began winding down its affairs late last year after
encountering setbacks and shut down the lone manufacturing
facility in March, and fired all its workers.

SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-37366) on Aug. 19, 2011, in Poughkeepsie, New York.

SpectraWatt estimated as much as $50 million in both debt and
assets as of the Chapter 11 filing.

Mark W. Wege, Esq., and Scott Davidson, Esq., at King & Spalding
LLP, in Houston, Texas, is the proposed counsel for the Debtor.


STAR GAS: Fitch Affirms Long-Term Issuer Default Rating at 'B'
--------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the rating
for Star Gas Partners, L.P. as follows:
Star Gas Partners, L.P.

  -- Long-term Issuer Default Rating (IDR) 'B'.

Fitch has withdrawn the aforementioned rating for business
reasons.  The rating is no longer relevant to the agency's
coverage.


STIRLING ENERGY: Latest Solar Company to File for Bankruptcy
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that solar-power equipment
manufacturer Stirling Energy Systems Inc. has filed for
bankruptcy, adding to a wave of troubles in the solar industry
amid soft demand, falling prices and difficulty raising money.


SUMMIT BUSINESS: SNL Pads Acquires Insurance Subsidiary
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that SNL Financial LC, a New
Mountain Capital-backed financial information provider, said it
has purchased Summit Business Media's insurance information
services unit.

                    About Summit Business Media

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. Lawson, Esq., and Kathleen Murphy, Esq., at Reed Smith
LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq., at
Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

Summit filed on Feb. 1, 2011, their Chapter 11 Plan of
Reorganization.  The plan was worked out in advance with holders
of 83% or more of the first-and second-lien debt.  Pursuant to the
Plan terms, holders of allowed priority tax claims, which are
unimpaired and unclassified under the Plan, will be paid over a
period not later than 5 years after the Petition Date.

Holders of prepetition first lien secured claims owed $189 million
will receive a new $110 million first-priority first lien term
loan, 89.4% of the new stock.  The first-lien lenders will recover
68 cents on the dollar.

Holders of $55 million in prepetition second lien debt will
receive $1 million in cash and 5.56% of the new stock.  They will
have a 4% recovery.

Holders of allowed general unsecured claims expected to total
$6 million will receive $100,000 cash, resulting in a 2% recovery.

Holders of equity interests in Summit will not receive anything
and their interests will be cancelled.  Equity Interests in the
other debtor-affiliates will be reinstated.

Summit Business set a May 5 hearing for approval of the Chapter 11
plan.  The bankruptcy judge approved the explanatory disclosure
statement on March 28.


SUMMIT III: Can Hire Kay Casto to Handle Bankruptcy Case
--------------------------------------------------------
The Hon. Patrick M. Flatney of the U.S. Bankruptcy Court for the
Northern District of West Virginia authorized Summit III LLC, et
al., to employ Kay Casto & Chaney, PLLC as counsel.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
Casto & Chaney is expected to render legal advice to the Debtor
with respect to its powers and duties as debtor-in-possession, in
the management of its properties and the operation of its
business.

Steven L. Thomas, Esq., attorney at the firm, will charge $300 per
hour for this engagement, and the firm's paralegal will bill $100
per hour.

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

                         About Summit III

Summit III LLC, based in Snowshoe, West Virginia, filed for
bankruptcy (Bankr. N.D. W.Va. Case No. 11-01448) on Aug. 11, 2011.
Judge Patrick M. Flatley presides over the case.  Steven L.
Thomas, Esq., at Kay, Casto & Chaney, serves as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated $10
million to $50 million in assets and $1 million to $10 million in
debts.  The petition was signed by Samuel M. Levin, Summit III's
manager.


SUPERIOR PROPERTY: Ervin Cohen Approved as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Superior Property of 10621 Sepulveda, LLC, to employ
Ervin, Cohen & Jessup LLP as counsel.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
Ervin Cohen is expected to render legal advice to the Debtor with
respect to its powers and duties as debtor-in-possession in this
Chapter 11 case.

The Debtor told the Court that the firm received a prepetition
retainer of $50,000.  Michael S. Kogan, Esq., and Faye Rasch,
Esq., will bill $525 and $320 per hour, respectively.  The firm's
paralegal will charge $185 per hour.

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

                      About Superior Property

Based in Mission Hills, California, Superior Property of 10621
Sepulveda, LLC, filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 11-20305) on Aug. 29, 2011.  Judge Alan M. Ahart
presides over the case.  The Debtor estimated both assets and
debts of between $10 million and $50 million.


SUPERIOR PROPERTY: Section 341(a) Meeting Scheduled Today
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Superior Property of 10621 Sepulveda, LLC's Chapter 11 case on
Oct. 4, 2011, at 10:00 a.m.  The meeting will be held at 21051
Warner Center Lane, No. 105, Woodland Hills, California.

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

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

                      About Superior Property

Based in Mission Hills, California, Superior Property of 10621
Sepulveda, LLC, filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 11-20305) on Aug. 29, 2011.  Judge Alan M. Ahart
presides over the case.  The Debtor estimated both assets and
debts of between $10 million and $50 million.


TELTRONICS INC: To Pay Creditors Through Sale Under Plan
--------------------------------------------------------
Katy Stech at Dow Jones' Daily Bankruptcy Review reports that
Teltronics Inc. filed a bankruptcy-exit plan that calls for the
sale of its assets.

According to the report, Teltronics executives revealed few
details about the potential sale in the Chapter 11 plan filed on
Sept. 23, 2011. The 58-page document left out information on
possible buyers, an opening bid price and the status of its
marketing efforts so far.

The report says the company's sale is expected to close before
Dec. 6 -- the date it has agreed to pay back the nearly $3 million
it borrowed from Wells Fargo & Co.'s capital finance unit to
continue operating throughout the bankruptcy case.

Ms. Stech notes a summary of the plan, which would will be sent to
creditors for a vote if it passes muster with a bankruptcy judge,
did not estimate how much money other groups could receive once
the company takes in the sale money. The company didn't lay out a
timeline for its sale, which will also require court approval, she
adds.

                       About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry. Teltronics
has three wholly owned subsidiaries, Teltronics Limited, 36371
Yukon Inc., and TTG Acquisition Corp.

Teltronics filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-12150) on June 27, 2011. Judge K. Rodney May presides over
the case. Charles A. Postler, Esq., at Stichter, Riedel, Blain &
Prosser, serves as the Debtor's counsel. Triton Capital Partners
Ltd. serves as investment banker. The petition was signed
by Ewen R. Cameron, president.

The Company's balance sheet at Dec. 31, 2010, showed $9.1 million
in total assets and $19.8 million in total liabilities.

The U.S. Trustee has appointed an official committee of unsecured
creditors in the case.

Wells Fargo Capital Finance Inc., as DIP Lender, is represented by
Donald Kirk, Esq., at Fowler White Boggs P.A., and Pamela Kohlman,
Esq., at Webster, Buchalter Nemer, P.C.


TEREX CORPORATION: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Terex Corporation's (Terex) B2
CFR and PDR ratings and assigned Ba2 ratings to the company's new
Credit Facilities comprised of a $500 million revolver and a $460
million dollar term loan issued by Terex, and a ?200 million term
loan guaranteed by Terex and issued by Terex International
Financial Services Company and various other foreign borrowers.
Moody's withdrew the previously assigned prospective credit
facility ratings due to the change in borrowers. Moody's
maintained the negative rating outlook. Additionally, the ratings
on the company's $300 million senior global notes were downgraded
to B2 (LGD3-48%) from Ba3 (LGD2-29%) and the ratings on the $800
million senior subordinated notes and $173 million convertible
senior subordinated notes to Caa1(LGD5,82%) from B3 (LGD5,76%).
This is consistent with expectations indicated in Moody's previous
press release of May 24, 2011.

The company's Speculative Grade liquidity Rating was maintained at
SGL-2, reflecting the expectation for good liquidity to be
maintained over the next year. The successful tender for Demag
Cranes AG resulted in Terex owning 82% of the company.

Downgrades:

   Issuer: Terex Corporation

   -- Senior Subordinated Conv./Exch. Bond/Debenture, Downgraded
      to Caa1, LGD5, 82% from B3, LGD5, 76%

   -- Senior Subordinated Regular Bond/Debenture, Downgraded to
      Caa1, LGD5, 82% from B3, LGD5, 76%

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
      LGD3, 48% from Ba3, LGD2, 29%

Assignments:

   Issuer: Terex Corporation

   -- Senior Secured Bank Credit Facility, Assigned Ba2, LGD2, 15%

   Issuer: Terex International Financial Services Co.

   -- Senior Secured Bank Credit Facility, Assigned Ba2, LGD2, 15%

Withdrawals:

   Issuer: Terex Corporation

   -- Senior Secured Bank Credit Facility, Withdrawn, previously
      rated Ba2, LGD2, 15 %

RATINGS RATIONALE

The affirmation of the B2 CFR rating reflects the view that while
the Demag acquisition improved Terex's geographic and product
diversity, the company is not expected by Moody's to meaningfully
delever over the next year. As a provider of heavy machinery used
in construction and industrial applications, Terex's operating
performance has only recently begun to demonstrate recovery from a
protracted and deep recessionary environment. The company's credit
metrics are weak for the rating category but the rating reflects
the view that the company's good liquidity gives it time to wait
for the macro-economic environment to recover and for the company
to improve its efficiency. The rating also considers recent signs
of improvement in its segment margins and in its backlog as well
as the potential contributions from the combination with Demag.

The negative outlook reflects the slow improvement in the Terex's
operating margins and the view that many of the company's current
metrics are reflective of a lower rating. The negative outlook
balances the company's weak credit metrics with the possibility
that it will improve its cash flow generation and delever.

What could take the rating down?

The rating may be downgraded if the company's cash flow was
meaningfully negative with little expectation for near term
improvement or it is likely to be tight on its covenants in the
next year. Contracting sales, a shrinking backlog, or weakening
margins could also create downwards rating pressure. EBITDA to
interest under 1 times, or lack of progress in meaningfully
reducing its Debt to EBITDA levels could also cause negative
ratings pressure.

What could cause the rating to stabilize?

An improvement in the company's leverage to under 5.5x would be
supportive of a stable outlook as would an improvement in its
interest coverage metric to 2x. Free cash flow to debt of over 5%
would also be supportive of stable ratings.

The principal methodology used in rating Terex was the Global
Heavy Manufacturing Rating Industry Methodology published in
November 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.

Terex Corporation, headquartered in Westport, CT, is a diversified
global manufacturer supporting the construction, mining, utility
and other end markets. LTM revenues for through June 2011 totaled
approximately $5.1 billion.


TOWNSEND CORP: Has Final OK to Use Cash Collateral Until Jan. 7
---------------------------------------------------------------
On Sept. 28, 2011, the U.S. Bankruptcy Court for the Central
District of California granted, on a final basis, Townsend
Corporation and LRJC, Inc., authorization to use cash collateral
through and including Jan. 7, 2012, pursuant to the terms of the
emergency motion for authorization to use cash collateral, filed
Sept 9, 2011.

Based on a review of the Financing Statements, as stated in the
motion, the Debtors believe that BMW Financial Services NA, LLC,
the Debtors' primary secured creditor, is the only entity that has
an interest in the Debtors' cash collateral.

Alleged secured creditors of the Debtors with liens on the
Debtors' Assets will be entitled to replacement liens with the
same extent, validity, scope and priority as the prepetition liens
held by the alleged secured creditors.  The replacement liens will
not attach to any of the Debtors' Assets in which a particular
alleged secured creditor did not have a lien upon prior to the
commencement of the Debtors' Chapter 11 bankruptcy cases.

The Debtors previously filed an emergency motion to approve the
use of cash collateral.  The cash collateral motion was approved
on an interim basis at a hearing held on Sept. 23, 2011.

A copy of the emergency motion is available for free at:

          http://bankrupt.com/misc/townsend.dkt3.pdf

As reported in the TCR on Sept. 19, 2011, the Debtors have an
immediate need to use cash collateral so that they can maintain
operations and going concern value while they attempt to
effectuate a sale of substantially all of their assets or a
reorganization.

The Debtors said they hoped to be able to negotiate a cash
collateral stipulation and a postpetition financing arrangement
with BMW FS that will enable the Debtors sufficient time to (1)
consummate a sale of substantially all of the Debtors' assets, (2)
obtain a new flooring lender, or (3) confirm a plan or plans of
reorganization.

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Judge Robert N. Kwan presides over
the cases.  Martin J. Brill, Esq., and Todd M. Arnold, Esq.
-- mjb@lnbyb.com and tma@nbyb.com -- at Levene, Neale, Bender, Yoo
& Brill LLP, in Los Angeles, represent the Debtors.   Each of the
Debtors estimated $10 million to $50 million in both assets and
debts.  The petitions were signed by Ernest W. Townsend, IV, the
president.


TOWNSEND CORP: Asks Nod on Stipulation With BMW FS on Use of Cash
-----------------------------------------------------------------
On Sept. 23, 2011, Townsend Corporation and LRJC, Inc., ask the
U.S. Bankruptcy Court for the Central District of California, on
an emergency basis, for the entry of an order approving the
stipulation and agreement for order authorizing the use of cash
collateral and continued discretionary floor plan financing to be
entered into by the Debtors and BMW Financial Services NA, LLC,
the Debtors primary secured creditor.

The Debtors tell the Court that only through the stipulation and,
in particular, the postpetition financing provided under the
stipulation, can the Debtors continue to operate their business
and maintain going concern value.

As of the Petition Date, the amount the Debtors owed to BMW FS was
approximately $10,284,316.  The BMW FS Claim is allegedly cross-
guaranteed and secured by a first priority lien on substantially
all of the Debtors' assets, including the Debtors' cash
collateral.  Based on a review of the Financing Statements, the
Debtors believe that BMW FS is the only entity that has an
interest in the Debtors' cash collateral.

The Debtors previously filed an emergency motion to approve the
use of cash collateral.  The cash collateral motion was largely
based on the assertion that BMW FS was the only entity with an
interest in cash collateral and that BMS FS (and any other
entities with alleged interests in cash collateral) were
adequately protected.  The cash collateral motion was approved on
an interim basis at a hearing held on Sept. 23, 2011.  Shortly
after the hearing on the cash collateral motion, the Debtors and
BMW FS agreed to terms regarding the foregoing.

In summary, under the Stipulation, (1) the Debtors will continue
to use cash collateral, unless and until there is a default or the
term of the Stipulation expires without written agreement between
the parties to extend cash collateral use, (2) BMW FS will
continue to provide flooring loans to the Debtors for New Vehicles
under the terms that were in existence between the parties as of
the Petition Date, as modified by the Stipulation, and (3) BMW FS,
at its discretion, may provide flooring loans of up to $750,000
for each Debtor under the terms that were in existence between the
parties as of the Petition Date, as modified by the Stipulation.

Due to the emergency nature of the Motion, the parties could not
get a fully executed Stipulation to attach to the motion.  A fully
executed copy of the Stipulation will be lodged with the Court in
advance of or at the hearing on the motion.

A copy of the emergency motion for the entry of an order approving
the stipulation is available for free at:

           http://bankrupt.com/misc/townsend.dkt39.pdf

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  Judge Robert N. Kwan presides over
the cases.  Martin J. Brill, Esq., and Todd M. Arnold, Esq.
-- mjb@lnbyb.com and tma@nbyb.com -- at Levene, Neale, Bender, Yoo
& Brill LLP, in Los Angeles, represent the Debtors.
Each of the Debtors estimated $10 million to $50 million in both
assets and debts.  The petitions were signed by Ernest W.
Townsend, IV, the president.


TRADE UNION: Creditors Panel Taps Corp. Recovery as Fin'l Advisors
------------------------------------------------------------------
The Official Committee of Creditors Holding Unsecured Claims of
Trade Union International, Inc., and Duck House, Inc., asks the
U.S. Bankruptcy Court for the Central District of California for
permission to retain Corporate Recovery Associates as the
Committee's business and financial advisors, effective as of
June 27, 2011.

Corporate Recovery will render these services:

     * To provide to the Committee advice with respect to the
       Debtors' business operations;

     * To assist the Committee in investigating the assets,
       liabilities and financial condition of the Debtors and the
       Debtors' transactions with their insiders and affiliates;

     * To assist the Committee in evaluating reorganization
       strategies and alternatives;

     * To provide consulting services regarding confirmation
       issues, avoidance actions or other matters with respect to
       the Debtors' cases; and

     * To perform such other services that require financial
       expertise that the Committee may require of Corporate
       Recovery in connection with the Debtors' Chapter 11 cases.

Corporate Recovery will render services to the Committee at these
hourly billing rates:

       Richard Feferman                $525
       Stephen Bick                    $675
       Samuel Nicholas Borgese         $700
       Wes Anson                       $700
       Michael Willoughby              $530
       Georgina Arreola                $325
       Dustin Skoboloff                $375
       Alan Myers                      $260
       Directors (all levels)      $330 to $700
       Analysts                    $175 to $500

To the best of Corporate Recovery's knowledge, neither Corporate
Recovery nor any of the financial advisors comprising or
employed by it, have any other connection with the Debtors, nor
does Corporate Recovery have any other connection with the
Debtors' creditors, or any party-in-interest, or their respective
attorneys or accountants.

Corporate Recovery assures the Bankruptcy Court that it is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.  Furthermore, Corporate Recovery says it does not
have an interest adverse to the Debtors' estates in accordance
with the provisions of Section 327 of the Bankruptcy Code.

Corporate Recovery is not a creditor of the Debtors' estates and,
as of the Petition Date, was not owed any funds by the Debtors.

                        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).  In its
schedules, the Debtor disclosed $11,350,971 in assets and
$19,826,869 in liabilities.

Affiliate Duck House, Inc., a California corporation, filed
a separate Chapter 11 petition (Bankr. C.D. Calif. Case No.
11-13072)on Jan. 27, 2011.  Duck House, Inc., specializes in
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.

The Debtors sought bankruptcy protection after the bank cut off
access to the bank account and said sought appointment of a
receiver.

James C. Bastian, Jr., Esq. -- jbastian@shbllp.com -- at Shulman
Hodges & Bastian LLP, in Irvine, Calif., serves as the Debtor's
bankruptcy counsel.

Robert E. Opera, Esq., and Richard H. Golubow, Esq.
-- ropera@winthropcouchot.com and rgolubow@winthropcouchot.com --
at Winthrop Couchot PC, in Newport Beach, Calif., serve as the
general insolvency counsel of the Official Committee of Unsecured
Creditors.

As reported in the TCR on Sept. 29, 2011, Trade Union
International Inc. won confirmation of a reorganization plan where
the owners maintain control in return for a contribution of about
$500,000.  The secured bank debt of some $11.5 million was rolled
over into a new secured obligation.  Unaffiliated unsecured
creditors with claims of about $900,000 will be paid $750,000 in
installments through 2016.  The owners in effect subordinated
unsecured claims of some $9 million.


TRAVELPORT HOLDINGS: Files 2nd Amendment to Prepackaged Plan
------------------------------------------------------------
Travelport Holdings Limited filed a second amendment, dated
Sept. 28, 2011, to its Disclosure Statement for the prepetition
solicitation of votes with respect to its Prepackaged Plan of
Reorganization.

The Voting Deadline was extended to Sept. 29, 2011, at 5:00 p.m.
prevailing Eastern time.  Any parties that have submitted a
Ballots to accept or reject the Plan prior to Sept. 28, 2011, may
seek to withdraw those votes at or prior to the Extended Voting
Deadline by providing written, telegraphic or facsimile
transmission of such withdrawal to Alix Partners, LLP.

The term sheet describing the various consideration to be received
by the Holders of the PIK Loan Unsecured Claims, including without
limitation, a description of the PIK Amendments, PIK Loan Cash
Distribution, the Second Lien OpCo Term Loan, the distribution of
Worldwide's equity, the Shareholders' Agreement, the Registration
Rights Agreement and other key economic and business terms of the
Plan, has been amended and supplemented by the terms in the
amended term sheet.  The signatories to the Restructuring Support
Agreement have consented to the Amended Term Sheet.

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

                        http://is.gd/czwp69

                    About Traveloport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

Loss from continuing operations was $4 million during the six
months ended June 30, 2011, compared with a loss of $2 million for
the same period of 2010.

Travelport Limited's balance sheet at June 30, 2011, showed
$3.680 billion in assets, $4.136 billion in total liabilities, and
a stockholders' deficit of $456 million.


TRIBUNE CO: Broadcasting Unit Names B. Cook Strategic Advisor
-------------------------------------------------------------
Tribune Broadcasting announced on September 6, 2011 that veteran
media executive Bob Cook will serve as a strategic advisor,
reporting to the division's CEO and President, Nils Larsen.
Mr. Cook will work with the division's management team in a
variety of areas, including strengthening and expanding its sales
efforts, developing and distributing original programming, and
generally advancing the company's businesses.  "Bob brings not
only a long and distinguished record of accomplishment, he
also brings a fresh perspective and a variety of new and
interesting ideas about where the industry is heading and how we
should position our broadcast operations for long-term success,"
said Mr. Larsen.  "I'm excited to have Bob join our team and I
look forward to working with him."

Through his advisory company MBN Inc., Mr. Cook works with top-
tier entertainment companies to help market to and acquire
content for broadcast and cable networks, local TV stations,
emerging digital channels, and advertising agencies.  Before
establishing MBN, Cook was president of Twentieth Television, the
syndication sales/production arm for News Corporation's broadcast
and cable operations at Fox Television.  For nearly a decade
under his leadership, Twentieth Television enjoyed sales and
profits that were the highest in its history, exceeding $1
billion in annual sales.

"Tribune Broadcasting has an outstanding collection of assets in
the country's top markets and a talented, first-rate team that is
envied across the industry," said Mr. Cook.  "There is a lot of
opportunity for Tribune Broadcasting and I am thrilled to be
helping the company."  During his career Mr. Cook has launched or
spearheaded innovative sales and marketing efforts of
approximately 140 television programs comprised of first
run syndication, network, off-network syndication and motion
pictures, as well as some of TV's most recognizable programs
including "Family Guy," "How I Met Your Mother," "Married With
Children," "The Practice," "Hollywood Squares," "COPS,"
"America's Most Wanted," "King of the Hill," "Wheel of Fortune,"
"Jeopardy," and the three most successful off-net series in
syndication history: "Seinfeld," "Everybody Loves Raymond," and
"The Simpsons."

Mr. Cook has also pioneered a host of creative and strategic
initiatives in cable and broadcast sales, advertising sales and
marketing that have resulted in enormous ratings success and over
$10 billion dollars in revenue.  Throughout his 35-year career,
Mr. Cook has won numerous awards for his work; he was inducted
into the Broadcasting & Cable Hall of Fame in October, 2008.

Tribune Broadcasting is a division of Tribune Company.  The
division owns and/or operates 23 television stations concentrated
in major markets and WGN America on national cable.  The group's
combined reach is more than 80 percent of U.S. television
households.  Tribune Broadcasting also includes Chicago's
WGN-AM Radio and a 31% investment interest in the TV Food
Network.

                         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/or 215/945-7000)


UNIQUE INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'bb'
-------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from positive,
downgraded the issuer credit rating to "bb" from "bb+" and
affirmed the financial strength rating of B (Fair) of Unique
Insurance Company (Unique) (Chicago, IL).

The revised outlook and downgrading of the ICR are based on
Unique's recent contribution of $2 million to help with the start-
up of a sister company, Stonegate Insurance Company, which has
been formed to primarily underwrite higher limit standard auto
insurance business in Illinois.  This is in contrast to Unique's
book of business, which is primarily composed of non-standard auto
insurance.  The capital contribution has somewhat weakened
Unique's previously favorable risk-adjusted capitalization and has
resulted in reduced flexibility for Unique in withstanding any
potentially significant future loss events that may impair its
capital base.

However, the affirmation of Unique's FSR is reflective of its
risk-adjusted capitalization remaining adequate for the company's
current rating level, as well as Unique's generally favorable
underwriting performance in recent years.


UNITED CONTINENTAL: Reports August 2011 Traffic Results
-------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) reported August 2011
operational results for United Air Lines, Inc. and Continental
Airlines, Inc.

United and Continental's combined consolidated traffic (revenue
passenger miles) in August 2011 decreased 2.7 percent versus pro
forma August 2010 results on a consolidated capacity (available
seat miles) decrease of 1.6 percent.  The carriers' combined
consolidated load factor in August 2011 was down 0.9 points
compared to the pro forma results from the same period
last year.

United and Continental's August 2011 combined consolidated and
mainline passenger revenue per available seat mile (PRASM) each
increased an estimated 10.5 to 11.5 percent compared to the pro
forma results from August 2010.

Hurricane Irene impacted United and Continental's operations in
August, reducing the company's revenue results by approximately
$40 million in the month and reducing consolidated capacity.  As a
result, consolidated PRASM year-over-year growth improved by
approximately 1 percentage point, which is included in the above
estimate.

              United Continental Holdings, Inc.
         Pro Forma Preliminary Operational Results

                    2011        2010    Percent
                    Aug.        Aug.     Change
                    ----        ----    ------
Revenue Passenger Miles ('000)
Domestic        9,053,223   9,294,315     (2.6%)
International   8,101,047   8,350,781     (3.0%)
Atlantic        3,816,483   4,050,941     (5.8%)
Pacific         2,931,684   2,936,943     (0.2%)
Latin America   1,352,880   1,362,897     (0.7%)
Mainline       17,154,270  17,645,096     (2.8%)
Regional        2,375,710   2,417,649     (1.7%)
Consolidated   19,529,980  20,062,745     (2.7%)

Available Seat Miles ('000)
Domestic       10,240,594  10,497,601     (2.4%)
International   9,575,790   9,679,914     (1.1%)
Atlantic        4,522,343   4,674,017     (3.2%)
Pacific         3,397,040   3,356,346      1.2%
Latin America   1,656,407   1,649,551      0.4%
Mainline       19,816,384  20,177,515     (1.8%)
Regional        2,974,920   2,990,502     (0.5%)
Consolidated   22,791,304  23,168,017     (1.6%)

Passenger Load Factor
Domestic            88.4%       88.5%  (0.1pts.)
International       84.6%       86.3%  (1.7pts.)
Atlantic            84.4%       86.7%  (2.3pts.)
Pacific             86.3%       87.5%  (1.2pts.)
Latin America       81.7%       82.6%  (0.9pts.)
Mainline            86.6%       87.4%  (0.8pts.)
Regional            79.9%       80.8%  (0.9pts.)
Consolidated        85.7%       86.6%  (0.9pts.)

Onboard Passengers ('000)
Mainline            8,925       9,229     (3.3%)
Regional            4,133       4,249     (2.7%)
Consolidated       13,058      13,478     (3.1%)

Cargo Revenue Ton Miles ('000)
Total             199,728     241,122    (17.2%)

             United Continental Holdings, Inc
           Pro Forma Preliminary Financial Results

                                           Change
                                           ------

July 2011 year-over-year consolidated
PRASM change                                  7.7%

July 2011 year-over-year mainline
PRASM change                                  7.9%

August 2011 estimated year-over-year
consolidated PRASM change           10.5% to 11.5%

August 2011 estimated year-over-year
mainline PRASM change               10.5% to 11.5%

August 2011 estimated consolidated
average price per gallon of fuel,
including fuel taxes                         $3.17

Third Quarter 2011 estimated consolidated
average price per gallon of fuel,
including fuel taxes                         $3.16

       Preliminary August Operational Results for United

                         2011   2010   Change
                         ----   ----   ------
On-Time Performance      77.8%  85.1% (7.3pts.)
Completion Factor        97.8%  99.0% (1.2pts.)


                     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/,and follow 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.


U.S. DRY CLEANING: Receives $4.5MM Proceeds From Private Placement
------------------------------------------------------------------
In a regulatory Form 8-K filing Thursday, U.S. Dry Cleaning
Services Corporation discloses that on Sept. 23, 2011, it entered
into a Securities Purchase Agreement in connection with the
private placement of 10% Senior Secured Original Issue Discount
Convertible Debentures Due Sept. 23, 2013 and common stock
purchase Warrants to certain existing and new investors.  Gross
cash proceeds from the first closing of this private placement
were approximately $4.5 million.  All Debentures were issued with
an original issue discount of ten percent (10%).

Interest on the Debentures is ten percent (10%) per year, which
will accrue from the original issue date until Sept. 30, 2012,
after which time interest will be payable in cash, quarterly in
arrears.  The Debentures are convertible by the holders thereof
into shares of USDC's common stock at a conversion price equal to
50% of the price per share of common stock sold in USDC's next
public offering of securities (the "Public Offering"); provided,
however, that if USDC does not effectuate the Public Offering
within nine months of Sept. 23, 2011, the conversion price shall
be $2.00 per share.  Principal and interest are due at maturity on
Sept. 23, 2013.

Pursuant to the Securities Purchase Agreement, USDC also issued
Warrants to purchase an aggregate amount of USDC common stock
equal to one hundred percent (100%) of the principal amount of
each Debenture at an exercise price equal to the price per share
of USDC's common stock sold in the Public Offering.  The Warrants
will be exercisable for a period of five years beginning upon the
earlier of (i) the closing of the Public Offering or (ii) nine
months after the Sept. 23. 2011.

The Debentures limit USDC from incurring senior indebtedness in
excess of certain permitted amounts prior to a Public Offering
without the prior written approval of the required holders, and
provide the Investors with participation rights in additional
capital raising transactions.

In connection with the private placement, USDC also entered into a
registration rights agreement, which provides the Investors with,
among other things, registration rights in connection with the
shares issuable upon conversion of the Notes and exercise of the
Warrant.  The Registration Rights Agreement requires USDC to file
with the Securities and Exchange Commission a registration
statement covering such shares within 90 days after Sept. 23,
2011, and to use its best efforts to cause the registration
statement to become effective no later than nine months after
Sept. 23, 2011.

The foregoing description of the Securities Purchase Agreement,
the Debentures, the Warrants, and related transaction documents
does not purport to be complete and is qualified in its entirety
by reference to the complete text of these transaction documents,
copies of which (filed as Exhibits 10.1 through 10.5 to this
Current Report on Form 8-K) are available for free at:

                       http://is.gd/Xc2erh
                       http://is.gd/pS19nx
                       http://is.gd/SjinwD
                       http://is.gd/bd7AEu
                       http://is.gd/Pt6BZK

                About U.S. Dry Cleaning Services

Newport Beach, California-based U.S. Dry Cleaning Services
Corporation (d/b/a US Dry Cleaning Corporation) currently owns and
operates seventy-one (71) dry cleaning stores and three processing
plants in the United States.  USDC and seven of its affiliates
filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the Central District of California on
March 4, 2010.  Simon Aron, Esq., and Susan K. Seflin, Esq., at
Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP, are the attorneys
for the Debtors.

The cases are jointly administered under Enivel, Inc., Case No.
10-12735.

Charles T. Moffitt is the Debtors' Chief Restructuring Officer.
The Company estimated its assets at $1 million to $10 million and
debts at $10 million to $50 million.


U.S. DRY CLEANING: Court Confirms Plan of Reorganization
--------------------------------------------------------
As reported in the TCR on Feb. 4, 2011, U.S. Dry Cleaning Services
Corporation and seven of its affiliates filed with the U.S.
Bankruptcy Court for the Central District of California on Jan. 3,
2011, a Chapter 11 Plan of Reorganization and a related disclosure
statement.

On Sept. 23, 2011, the Bankruptcy Court entered an order
confirming USDC's First Amended Joint Consolidated Chapter 11 Plan
of Reorganization dated Sept. 14, 2011, as further modified (the
"Modified Plan"), which had been previously filed with the
Bankruptcy Court on Sept. 21, 2011.  The Modified Plan was
effective upon confirmation.

Pursuant to the Plan, on Sept. 23, 2011, Alex M. Bond was
appointed Chief Executive Officer of USDC.  From December 2007 to
June 2011, Mr. Bond was Managing Director of Wattles Capital
Management, where he was involved in a wide range of retail-
related investments.

Pursuant to the Plan, on Sept. 23, 2011 the Board of Directors of
USDC consists of Robert Y. Lee, Michael Drace, Timothy Rand,
Martin J. Brill, Michael J. Smith and Alex M. Bond.  Messrs. Lee,
Drace, Rand and Brill were all members of USDC's Board prior to
confirmation of the Modified Plan.  Mr. Lee will serve as
Chairman.

This Plan provides for the Debtors' emergence from their Chapter
11 Cases3 as one consolidated entity under USDC.  The Reorganized
Debtor will own and operate the dry cleaning stores which are
currently owned collectively by the Debtors.

The Plan will be funded by the Exit Financing in the aggregate
amount of $8,800,000, plus the Debtors' Cash on hand of
approximately $200,000.  $4.4 million of Exit Financing will be
raised prior to Confirmation, and the remainder will be raised
after the Effective Date.  The Debtor expects that on the
Effective Date, it will have $4.5 million with which to fund
payments immediately due under the Plan.  The Debtor expects to
raise an additional $2.5 - $3.5 million of Exit Financing, which
will be used to pay the Professional Notes.  The balance of
Allowed Claims will be satisfied by the issuance of the New Common
Stock and/or payment over time by the Reorganized Debtor.

A copy of the Modified Plan is available for free at:

                       http://is.gd/09okmO

                About U.S. Dry Cleaning Services

Newport Beach, California-based U.S. Dry Cleaning Services
Corporation (d/b/a US Dry Cleaning Corporation) currently owns and
operates seventy-one (71) dry cleaning stores and three processing
plants in the United States.  USDC and seven of its affiliates
filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the Central District of California on
March 4, 2010.  Simon Aron, Esq., and Susan K. Seflin, Esq., at
Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP, are the attorneys
for the Debtors.

The cases are jointly administered under Enivel, Inc., Case No.
10-12735.

Charles T. Moffitt is the Debtors' Chief Restructuring Officer.
The Company estimated its assets at $1 million to $10 million and
debts at $10 million to $50 million.


VERTELLUS SPECIALTIES: Moody's Reviews 'B1' CFR for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the B1 Corporate Family Rating
(CFR)of Vertellus Specialties Inc. (Vertellus) under review for
possible downgrade due to weaker than expected operating
performance combined with higher than expected debt levels such
that credit metrics are materially weaker than expected.
Vertellus' Agricultural and Nutrition Business' (VAN) performance
is weaker than expected due to the effect of higher raw material
costs. At the same time the company's Specialty Materials (VSM)
business is performing in line with expectations. Cash flows over
the last several quarters are also being impacted by larger than
expected spending on growth initiatives for the VSM business along
with one time cash expenditures to resolve environmental expenses
and litigation settlements.

Moody's review will examine the company's ratings given the weaker
than expected financial metrics over the past three quarters, the
potential impact of a slowdown in the global economy in 2011-2012,
and review management's efforts to improve performance in the VAN
business. This review is expected to be resolved by the end of
November 2011.

Vertellus LGD assessments and point estimates are not under review
but are subject to change at the conclusion of the review.

On Review for Possible Downgrade:

Vertellus Specialties Inc.

Corporate Family Rating -- B1

Probability of Default Rating -- B1

$85 million Asset Based Revolving Credit Facilities due 2015 --
Ba1

$345 million Senior Secured Notes due 2015 -- B1

   -- Outlook, Changed To Rating Under Review for Possible
      Downgrade From Stable

The principal methodology used in rating Vertellus Specialties was
the Global Chemical 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.

Vertellus Specialties Inc. (Vertellus), a private company
controlled by private equity firm Wind Point Partners, is a
leading global manufacturer of pyridine and pyridine derivative
chemicals and innovator in renewable chemistries for plastics and
coatings, high performance additives for medical and plastics
applications, and complex intermediates for pharmaceutical and
agriculture customers. Vertellus offers a diverse range of
customers a broad array of products to seven target markets:
agricultural, nutrition, personal care, industrial specialties,
polymers and plastics, pharmaceutical and medical, and coatings,
adhesives, sealants and elastomers. Headquartered in Indianapolis,
Indiana, the company has operating facilities in the U.S., the
United Kingdom, Belgium, India and China. Revenues for the twelve
months ending June 30, 2011 were $539 million.


VIDEOTRON LTEE: DBRS Confirms Issuer Rating at 'BB'
---------------------------------------------------
DBRS has confirmed Videotron Ltee's Issuer Rating at BB (high),
its Secured Bank Debt rating at BBB (low), with a RR1 recovery
rating, and its Senior Unsecured Notes at BB (high), with a RR3
recovery rating.  The trends on all ratings are Stable.
Videotron's BB (high) Issuer Rating is supported by its strong
market position in Qu‚bec, with a cable footprint that covers 2.6
million homes, services 1.8 million basic subscribers and
generates strong operating metrics and good operating leverage.
Despite this, DBRS notes that Videotron's Issuer Rating remains
constrained by the leverage at its parent, Quebecor Media Inc.
(QMI; see separate press release), which continues to depend on
cash distributions from both Videotron and other operating
subsidiaries to support its own interest costs and funding
requirements.

Videotron continues to benefit from subscriber growth in digital,
high-speed Internet and telephony, with a rising number of
subscribers taking multiple services.  This is in a marketplace
that remains highly competitive, with satellite and telco
operators also providing these services and continuing to invest
in their networks to enhance their services (e.g., the telcos with
fibre deployments are bolstering their data speeds, which allows
them to offer terrestrial video services).  DBRS notes that, in
September 2010, Videotron launched its own wireless network in
Qu‚bec and in doing so will enter a very competitive market,
battling incumbents and other new entrants alike. (Videotron spent
over $550 million on spectrum licenses in 2008, with total
investment expected to exceed $1 billion over roughly five years.)
Videotron's bundling efforts have been successful thus far and
have unlocked operating leverage, driving EBITDA growth and
improved EBITDA margins.  However, its wireless network and
subscriber loading costs are expected to be a drag on EBITDA and
EBITDA margins over the next couple of years.  Bundling has also
driven average revenue per user (ARPU) levels to over $102 per
month in Q2 2011 ($51.86/month in 2005).

DBRS expects similar growth drivers to remain in place for
Videotron for the remainder of 2011 and in 2012.  However, EBITDA
is likely to experience pressure from wireless costs.  As such,
DBRS expects EBITDA to be just above the $1 billion level for
2011, with a possible return to growth in 2012 once the bulk of
these start-up costs are incurred and the Company's wireless
business begins to scale.  While the wireless business has become
increasingly competitive in Canada, DBRS believes that Videotron,
with its existing subscribers, bundling capabilities and
distribution channels, should be successful with its extension
into the wireless market.

From a financial perspective, Videotron has continued to
demonstrate healthy operating performance in recent years,
although its wireless business has halted its previous high rates
of multi-year EBITDA growth.  This has translated into a stronger
financial risk profile, with gross debt-to-EBITDA remaining below
2.5 times for the past five-and-a-half years and expected to
remain at or below this level going forward, even with high capex
levels and dividends to QMI.  While DBRS expects Videotron's free
cash flow deficit to potentially become material in 2011 before
declining in 2012 ? driven by high capex levels related to its
wireless and cable network investments ? the size will ultimately
depend on dividend levels to QMI.  While additional debt could be
required over the next 18 months (including using the $100 million
in cash available at the beginning of 2011), capital spending
should then decline to more typical levels in the range of 15% to
20% of revenue, driving free cash flow (after cash tax savings)
going forward.  As a result of these factors, DBRS does anticipate
that the Company's gross debt-to-EBITDA will weaken in 2011 but
should remain below 2.5 times over the next 18 months, which is
very reasonable for its Issuer Rating.

In order for Videotron to improve its BB (high) Issuer Rating,
debt levels and investment activity at QMI and the other operating
entities will need to be reduced while Videotron simultaneously
maintains healthy operations and a strong financial risk profile.
This would help to unlock the healthy business and financial risk
profile that Videotron has on a stand-alone basis, which will
become even more apparent following its wireless network
investment.  However, DBRS does caution that significant
additional funding and/or debt levels at Videotron's parent, QMI,
and/or any material deterioration in Videotron's strong cable
operations due to competition or meaningfully increased leverage,
could lead to pressure on the Company's ratings.

DBRS has stressed Videotron under a default scenario whereby it
could possibly default on its debt obligations over a 2011 to 2013
time frame under certain assumptions outlined below.  In this
default scenario, Videotron would be in a negative free cash flow
position and would require additional debt to fund itself (DBRS
has assumed that the Company increases its secured credit facility
and borrows $1 billion under this facility).

At a stressed valuation level, DBRS notes that Videotron's secured
bank debt ($1 billion) has outstanding recovery prospects under a
base case default/recovery scenario.  As such, DBRS has confirmed
Videotron's Secured Bank Debt recovery rating at RR1 (90%-100%
expected recovery) and its instrument rating of BBB (low), one
notch above Videotron?s BB (high) Issuer Rating.  This is
consistent with DBRS's leveraged finance rating methodology.

DBRS notes that Videotron's senior unsecured debt ($2.1 billion,
including derivatives) has good recovery prospects under a base
case default/recovery scenario.  As such, DBRS has confirmed the
recovery rating of Videotron's Senior Unsecured Notes at RR3 (50%-
70% expected recovery) and its instrument rating of BB (high), the
same as Videotron's BB (high) Issuer Rating, as this senior
unsecured debt ranks behind the Company's Secured Bank Debt.


WASHINGTON MUTUAL: Hedge Funds Appeal Plan-Confirmation Decision
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that four hedge funds
accused of insider trading in Washington Mutual Inc.'s bankruptcy
case are appealing a ruling that denied confirmation of the
company's Chapter 11 plan and found they could be held to account
to shareholders for alleged improper behavior.

As reported in the Troubled Company Reporter on Sept. 15, 201,
Judge Mary F. Walrath denied confirmation of Washington Mutual
Inc.'s Modified Sixth Amended Joint Plan, filed on March 16, 2011,
as modified on March 25, 2011. Judge Walrath also granted the
official equity committee's motion for 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, according to Bloomberg News, issued a statement
Sept. 13 saying 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 Washington Mutual 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.

                           About WaMu

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.


WAXESS HOLDINGS: Registers 20.4 Million Common Shares
-----------------------------------------------------
Airtouch Communications, Inc., fka Waxess Holdings, filed with the
U.S. Securities and Exchange Commission a Form S-1 registration
statement relating to the sale by Avi Dayan, Steve Rikli, Edward
Kowlowitz, et. al., of up to 20,417,754 shares of the Company's
common stock.

The prices at which the selling stockholders may sell shares will
be determined by the prevailing market price for the shares or in
negotiated transactions.  The Company will not receive any
proceeds from the sale of these shares by the selling
stockholders.

The Company will bear all costs relating to the registration of
these shares of the Company's common stock, other than any selling
stockholders' legal or accounting costs or commissions.

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "ATCH.OB".  The last reported sale
price of the Company's common stock as reported by the OTC
Bulletin Board on Sept. 28, 2011, was $3.50 per share.

A full-text copy of the Form S-1 prospectus is available for free
at http://is.gd/5lLbzr

                       About Waxess Holdings

Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio.  Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.

The Company's balance sheet at June 30, 2011, showed $1.19 million
in total assets, $880,561 in total liabilities and a $317,872 in
total stockholders' equity.

As reported by the TCR on May 30, 2011, Jonathon P. Reuben, C.P.A.
Accountancy Corporation, in Torrance, California, expressed
substantial doubt about Waxess Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred net
losses since inception, and as of Dec. 31, 2010, had an
accumulated deficit of $192,863.


WESTMED REHAB: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: WestMed Rehab, Inc.
        318 Mt. Rushmore Road, Suite E
        Rapid City, SD 57701

Bankruptcy Case No.: 11-50394

Chapter 11 Petition Date: September 26, 2011

Court: United States Bankruptcy Court
       District of South Dakota (Western (Rapid City)

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Stan H. Anker, Esq.
                  ANKER LAW GROUP, P.C.
                  1301 West Omaha Street, Suite 207
                  Rapid City, SD 57701
                  Tel: (605) 718-7050
                  Fax: (605) 718-0700
                  E-mail: sanker@rushmore.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/sdb11-50394.pdf

The petition was signed by Timothy G. Pederson, president.


WINDRUSH SCHOOL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Windrush School, California Non-profit Corporation
        1800 Elm Street
        El Cerrito, CA 94530
        Tel: (510) 970-7580

Bankruptcy Case No.: 11-70440

Chapter 11 Petition Date: September 30, 2011

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

Judge: William J. Lafferty

Debtor's Counsel: Merle C. Meyers, Esq.
                  MEYERS LAW GROUP, PC
                  44 Montgomery Street, #1010
                  San Francisco, CA 94104
                  Tel: (415) 362-7500
                  E-mail: mmeyers@mlg-pc.com

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

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

The petition was signed by Nanine R. McDonald, vice president of
board of trustees.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Contra Costa County Treasurer-Tax  Tax Liability           $23,811
Room 100, 625 Court Street
Martinez, CA 94553

KFHP Inc.                          Trade Debt              $16,189
File #73030, P.O. Box 60000
San Francisco, CA 94160-3030

Enrico Hern ndez                   Employee Benefit        $15,357
386 San Jose Avenue, #1
San Francisco, CA 94110

Boojum Institute                   Trade Debt              $15,341

Wye River Group                    Trade Debt              $14,951

TIAA CREF                          Trade Debt              $14,768

Ann Root                           Employee Benefit        $13,386

Dianne Driscoll                    Employee Benefit         $8,465

David Bond                         Employee Benefit         $8,038

Mishal Boscana                     Employee Benefit         $6,308

Edward Mercer                      Employee Benefit         $5,192

Johanna Bolling                    Employee Benefit         $5,191

LaRonn Gray                        Employee Benefit         $5,076

Maer Ben-Yisrael                   Employee Benefit         $5,006

Jean Witzke                        Employee Benefit         $4,064

Dana Rosenberg                     Employee Benefit         $4,038

Rebecca Wralstad                   Employee Benefit         $2,980

Teresa Henry                       Employee Benefit         $2,980

BankCard Center                    Trade Debt               $2,688

Francesca Danby                    Employee Benefit         $2,344


YELLOW MEDIA: DBRS Cuts Rating on Medium-Term Notes to 'BB'
-----------------------------------------------------------
DBRS has downgraded the ratings of Yellow Media Inc. (Yellow Media
or the Company), including the Medium-Term Notes to BB from BBB,
its Exchangeable Subordinated Debentures to B (high) from BBB
(low) and its Commercial Paper to R-4 from R-2 (high).  The trends
remain Negative.  As part of our leveraged finance rating
methodology, DBRS has also assigned an Issuer Rating of BB to
Yellow Media and a recovery rating of RR4 to the Medium-Term Notes
(indicating expected recovery of 30% to 50%) and an RR6 to the
Exchangeable Subordinated Debentures (indicating expected recovery
of 0% to 10%).

The downgrade reflects increased concern regarding the timing,
execution and success of Yellow Media's transition from print to
digital and a meaningful reduction of the Company's financial
flexibility.  DBRS notes that as part of Yellow Media's goodwill
impairment testing that was announced, the Company indicated that
EBITDA will be pressured as a result of the accelerated transition
from print to digital, which raises uncertainty regarding the
timing and ability of digital to offset the ongoing pressure on
print.  The uncertainty and lack of visibility around the
Company's progress on this transition continue to mount.  As a
result, DBRS expects revenue and EBITDA could be meaningfully less
than DBRS had previously anticipated.

Secondly, DBRS believes Yellow Media's financial flexibility and
liquidity have been significantly reduced despite completing $700
million of debt reduction in Q3 2011 (gross debt-to-EBITDA was
approximately 3.0 times at June 30, 2011).  This is reflected by
the fact that the Company's credit facility was reduced from $1
billion to $500 million, while maintaining a February 2013
maturity, and that it has reduced access to the capital markets
with a significantly higher cost of capital.

DBRS notes that these factors have accelerated since DBRS's
previous downgrade on August 4, 2011, which included changing the
trend to Negative from Stable.  As such, the Company's credit risk
profile is no longer consistent with an investment-grade credit
rating.  The Negative trend on August 4, 2011, reflected risks
associated with executing the digital transition, generating
reasonable levels of EBITDA and cash flow from operations and
maintaining an adequate level of financial flexibility.

This action follows Yellow Media's announcement that a non-cash
goodwill impairment charge of $2.9 billion will be taken in Q3
2011; that its common dividend will be eliminated following its
October 17, 2011, payment; and that it will be making a number of
amendments to its credit facility, including reducing it to $500
million.

The Negative trend reflects the following: (1) heightened
uncertainty surrounding Yellow Media's business profile as print
pressure accelerates and the timing and scale of digital growth
remain unknown; (2) concerns related to the execution of its
digital strategy; (3) DBRS's concern that the transforming
businesses' income and the capacity to generate cash flow from
operations may not be sufficient to support Yellow Media's
evolving capital structure; and (4) the Company's reduced ability
in terms of financial flexibility to manage through this
transition.


* Distressed Investors Waiting for Opportunity in Most Sectors
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that with default rates and
bankruptcy filings earnestly sticking near their all-time lows but
loads of debt coming due very soon, finding distressed
opportunities is a two-pronged game of waiting while still
identifying sectors that need help now, three industry veterans
said.


* Bankruptcy Mars Perot's Gamble on Las Vegas Recovery
------------------------------------------------------
Dow Jones' DBR Small Cap reports that ambitious Texas developer H.
Ross Perot Jr., son of the computer billionaire and erstwhile
third-party presidential candidate, is betting on an eventual
rebound of the Las Vegas housing market by angling for control of
a huge swath of land north of the city.


* Cleanup Case Hinges On Bankruptcy Ruling, Judge Says
------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that U.S. District Judge
Kathryn H. Vratil on Wednesday denied CBS Corp.'s bid to toss a
suit over environmental cleanup at a Kansas waste management site,
ruling that the case was too intertwined with an ongoing
bankruptcy fight over the decades long contamination.

According to Law360, Judge Vratil rejected CBS' motions to dismiss
Clean Harbors Environmental Services Inc.'s suit which seeks to
force the network to resume cleanup at the Coffeyville, Kan.,
facility, where toxic chemical spills spawned a 1988 U.S.
Environmental Protection Agency consent order.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                          Total
                                         Share-      Total
                               Total   Holders'    Working
                              Assets     Equity    Capital
  Company         Ticker       ($MM)      ($MM)      ($MM)
  -------         ------      ------   --------    -------
ANOORAQ RESOURCE  ARQ SJ     1,016.8     (119.1)      20.8
AUTOZONE INC      AZO US     5,869.6   (1,254.2)    (638.5)
LORILLARD INC     LO US      2,498.0     (831.0)     904.0
MEAD JOHNSON      MJN US     2,526.1     (184.5)     652.4
CLOROX CO         CLX US     4,163.0      (86.0)     (86.0)
DUN & BRADSTREET  DNB US     1,767.1     (567.8)    (483.7)
WEIGHT WATCHERS   WTW US     1,104.5     (542.4)    (274.4)
TAUBMAN CENTERS   TCO US     2,495.4     (426.8)       -
DIRECTV-A         DTV US    19,177.0   (1,399.0)   1,270.0
SUN COMMUNITIES   SUI US     1,322.8      (65.4)       -
AMC NETWORKS-A    AMCX US    2,110.5   (1,099.4)     514.7
VERISK ANALYTI-A  VRSK US    1,408.1     (144.4)    (216.1)
MOODY'S CORP      MCO US     2,744.6      (16.6)     691.1
CHOICE HOTELS     CHH US       441.3      (27.9)       6.5
VERISIGN INC      VRSN US    1,795.6       (4.2)     873.4
DOMINO'S PIZZA    DPZ US       487.0   (1,171.4)     167.9
DISH NETWORK-A    DISH US   12,827.7      (92.6)   2,164.2
GRAHAM PACKAGING  GRM US     2,947.5     (520.8)     298.5
IPCS INC          IPCS US      559.2      (33.0)      72.1
THERAVANCE        THRX US      303.1      (37.5)     253.4
FRANCESCAS HOLDI  FRAN US       69.7       (0.1)      22.8
DISH NETWORK-A    EOT GR    12,827.7      (92.6)   2,164.2
HCA HOLDINGS INC  HCA US    23,877.0   (7,534.0)   2,613.0
CABLEVISION SY-A  CVC US     6,975.1   (5,439.8)    (703.4)
RURAL/METRO CORP  RURL US      303.7      (92.1)      72.4
AMERISTAR CASINO  ASCA US    2,067.1     (121.9)     (40.8)
VECTOR GROUP LTD  VGR US       941.2      (50.1)     257.6
SALLY BEAUTY HOL  SBH US     1,725.5     (260.7)     429.3
MAINSTREET EQUIT  MEQ CN       475.2      (10.5)       -
UNISYS CORP       UIS US     2,642.9     (661.8)     374.7
OTELCO INC-IDS    OTT-U CN     317.0       (8.6)      21.8
PROTECTION ONE    PONE US      562.9      (61.8)      (7.6)
RENAISSANCE LEA   RLRN US       57.0      (28.2)     (31.4)
OTELCO INC-IDS    OTT US       317.0       (8.6)      21.8
NATIONAL CINEMED  NCMI US      817.6     (329.8)      62.2
INCYTE CORP       INCY US      416.7     (136.3)     281.3
SKULLCANDY INC    SKUL US      108.5      (12.5)      33.2
CHENIERE ENERGY   CQP US     1,726.6     (559.0)      22.7
CHEFS WAREHOUSE   CHEF US       95.8      (45.1)       6.9
REGAL ENTERTAI-A  RGC US     2,367.9     (538.3)     (72.9)
BOSTON PIZZA R-U  BPF-U CN     146.1     (101.0)       1.3
REVLON INC-A      REV US     1,100.0     (677.5)     144.6
CARBONITE INC     CARB US       42.4      (15.7)     (25.4)
FREESCALE SEMICO  FSL US     4,583.0   (4,401.0)   1,329.0
WORLD COLOR PRES  WC CN      2,641.5   (1,735.9)     479.2
WORLD COLOR PRES  WCPSF US   2,641.5   (1,735.9)     479.2
WORLD COLOR PRES  WC/U CN    2,641.5   (1,735.9)     479.2
JUST ENERGY GROU  JE CN      1,471.5     (208.2)    (299.7)
QUALITY DISTRIBU  QLTY US      279.4     (113.4)      47.2
CENTENNIAL COMM   CYCL US    1,480.9     (925.9)     (52.1)
WARNER MUSIC GRO  WMG US     3,583.0     (289.0)    (630.0)
RSC HOLDINGS INC  RRR US     2,949.6      (59.2)    (205.0)
SINCLAIR BROAD-A  SBGI US    1,497.3     (135.3)      69.0
ECOSYNTHETIX INC  ECO CN        45.2     (346.7)      32.2
AMER AXLE & MFG   AXL US     2,195.4     (357.9)      50.1
TOWN SPORTS INTE  CLUB US      450.6       (4.3)     (35.4)
ALASKA COMM SYS   ALSK US      615.6      (37.7)      20.4
PRIMEDIA INC      PRM US       208.0      (91.7)       3.6
BLUEKNIGHT ENERG  BKEP US      327.4      (45.5)     (90.0)
QWEST COMMUNICAT  Q US      16,849.0   (1,560.0)  (2,828.0)
MERITOR INC       MTOR US    2,838.0     (963.0)     226.0
NEXSTAR BROADC-A  NXST US      558.0     (183.4)      35.4
NPS PHARM INC     NPSP US      253.3      (27.3)     201.5
CC MEDIA-A        CCMO US   16,882.1   (7,270.0)   1,501.0
PLAYBOY ENTERP-B  PLA US       165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A  PLA/A US     165.8      (54.4)     (16.9)
EXELIXIS INC      EXEL US      454.2      (81.8)      90.2
MORGANS HOTEL GR  MHGC US      604.4      (51.3)     112.0
PDL BIOPHARMA IN  PDLI US      284.3     (293.5)      (4.6)
LIZ CLAIBORNE     LIZ US     1,247.3     (211.1)     (52.7)
PALM INC          PALM US    1,007.2       (6.2)     141.7
SINCLAIR BROAD-A  SBTA GR    1,497.3     (135.3)      69.0
CHENIERE ENERGY   LNG US     2,619.8     (430.3)    (103.2)
VIRGIN MOBILE-A   VM US        307.4     (244.2)    (138.3)
ACCO BRANDS CORP  ABD US     1,135.8      (28.3)     339.3
RAPTOR PHARMACEU  RPTP US       20.5      (14.6)     (21.4)
GLG PARTNERS INC  GLG US       400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US     400.0     (285.6)     156.9
SMART TECHNOL-A   SMA CN       574.8      (17.3)     194.3
HUGHES TELEMATIC  HUTC US      100.6      (94.9)     (28.3)
SMART TECHNOL-A   SMT US       574.8      (17.3)     194.3
GENCORP INC       GY US        987.3     (161.1)      94.3
ABSOLUTE SOFTWRE  ABT CN       116.7      (13.2)      (2.9)
MANNKIND CORP     MNKD US      228.4     (245.4)       5.3
ISTA PHARMACEUTI  ISTA US      135.7      (66.5)      10.4
DENNY'S CORP      DENN US      286.7      (99.5)     (39.9)
AMR CORP          AMR US    25,787.0   (4,509.0)  (1,769.0)
CANADIAN SATEL-A  XSR CN       174.4      (29.8)     (55.9)
CINCINNATI BELL   CBB US     2,658.5     (633.6)      30.5
CENVEO INC        CVO US     1,410.8     (330.1)     223.4



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
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Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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                  *** End of Transmission ***