TCR_Public/110711.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, July 11, 2011, Vol. 15, No. 190

                            Headlines

101 BOARDWALK: Sheldon Good to Auction 101 Boardwalk
20 BAYARD: Has Lender Consent to Use Cash Collateral Until Sept. 1
20 BAYARD: Facing Opposition to Hiring of Substitute Counsel
207 REDWOOD: Has Funding for Plan to Complete New Project
AE BIOFUELS: Completes Acquisition of Md. Biotech Firm

AFTON CARE: Case Summary & 14 Largest Unsecured Creditors
ALLEGHENY NATURAL: 3 Investors Want Chapter 11 Bankruptcy
ALLEGHENY NATURAL: Involuntary Chapter 11 Case Summary
AMR CORP: American Airlines June Traffic Increased by 1.3%
ANTS SOFTWARE: Sells Shares to Private Investor

APPLEJACK ART: Wachovia, U.S. Trustee Object to Plan Disclosures
ARTECITY CONDO: Poised to Exit Chapter 11 With New Owners
AUTOPARTS HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
BABY FOX: Enters Into Reorganization Pact with Shanghai Baby Fox
BANNING LEWIS: Has Until Aug. 24 to Decide on Unexpired Leases

BANNING LEWIS: KeyBank Slams Plan, Wants Exclusivity Ended
BANNING LEWIS: Files Sale-Based Plan; KeyBank Objecting
BEATRICE BAKERY: Files for Chapter 11 Bankruptcy Protection
BEATRICE BAKERY: Case Summary & 20 Largest Unsecured Creditors
BELTWAY 8: Plan Confirmation Hearing Set for Sept. 30

BERNARD L MADOFF: Mets Seeks Dismissal, Notes of Brokerage Laws
BERNARD L MADOFF: UBS Suit, Like JPM's, Could Move to Dist. Court
BERNARD L MADOFF: Judge Likely to Approve Picard's UBS Case
BEST BUY: Voluntary Chapter 11 Case Summary
BEXAR COUNTY: Moody's Cuts Rating on Revenue Bonds to 'Caa2'

BIOFUEL ENERGY: Units Terminate Marketing Pacts with Cargill
BIOLIFE SOLUTIONS: Reports $623,000 Preliminary Q2 Revenue
BLACKBOARD INC: S&P Lowers Corporate Credit Rating to 'B+'
BLALOCK ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
BOND RANCH: Creditor Can Pursue Action to Recover Balance

BONDS.COM GROUP: Seven Directors Elected at Annual Meeting
BRIDGETECH HOLDINGS: Voluntary Chapter 11 Case Summary
CARDINAL FASTENER: In Chapter 11, Suspends Operations
CARESTREAM HEALTH: Bank Debt Trades at 6% Off in Secondary Market
CARPENTER CONTRACTORS: Has Until July 23 to Decide on Leases

CARPENTER CONTRACTORS: Has Until July 22 to File a Chapter 11 Plan
CCS INCOME: Bank Debt Trades at 5% Off in Secondary Market
CDC PROPERTIES: Can Obtain $435,000 DIP Loan from MLMT
CELL THERAPEUTICS: To Sell $30 Million Preferred Shares
CHARLESTON ASSOCIATES: Can Use Cash Collateral Through August

CLAIRE'S STORES: Bank Debt Trades at 9% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 16% Off in Secondary Market
CMB III: Union Fidelity Gets Adequate Protection Payments
COLORADO CAPITAL: Closed; First-Citizens Bank Assumes Deposits
COMMERCIAL CAPITAL: Obtains Nod of Settlement with West LB, CCIF

COMMONWEALTH BANKSHARES: Directed to Restore Adequate Capital
COMMUNITY HEALTH: Bank Debt Trades at 2% Off in Secondary Market
CONSUMER PRODUCTS: Cannot Proceed Pro Se, Ch 11 Case Dismissed
CONTECH CONST'N: Bank Debt Trades at 18% Off in Secondary Market
CTC CABLE: Mercury Cable Receives Stay of Patent Litigation

CONTESSA PREMIUN: Sun Capital Buys Firm, Emerges From Bankruptcy
DENNY'S CORPORATION: Avenir Corporation Holds 5.05% Equity Stake
DESERT OASIS: Files Plan; Disclosure Statement Hearing on Aug. 23
DG FASTCHANNEL: S&P Assigns Prelim. 'BB-' Corp. Credit Rating
DIGITILITI INC: Enters Into $1.5 Million Note Purchase Agreement

DOMINION CLUB: HHHunt Corp. Will Keep Control of Country Club
DYNACAS INT'L: Moody's Assigns 'B2' Corporate Family Rating
EASY SEAT: Case Summary & 17 Largest Unsecured Creditors
EMISPHERE TECHNOLOGIES: Closes Sale of 4.3 Million Common Shares
EQUINIX INC: Moody's Assigns 'Ba2' Rating to Sr. Unsec. Notes

EQUINIX INC: Moody's Says Ratings Unaffected by Debt Offering
EQUIPMENT SPECIALISTS: Case Summary & 20 Largest Unsec. Creditors
EUROCLASS MOTORS: Case Summary & 20 Largest Unsecured Creditors
EVERGREEN ENERGY: SCH's Coal Resources Estimated at Over 600MM T
FANITA RANCH: No Assets Left to Reorganize, Case Dismissed

FIRST CHICAGO: Closed; Northbrook Bank & Trust Assumes Deposits
FKF MADISON: HFZ Capital Faces Probe Into Restructuring Plan
FLINTKOTE COMPANY: Has Until Oct. 31 to Propose Chapter 11 Plan
FORD MOTOR: Fitch Publishes Updated Credit Analysis
FOREST CITY: Moody's Affirms 'B3' Senior Unsecured Debt Ratings

FRANK PARSONS: Lease Decision Period Extended Until Aug. 4
FRANK PARSONS: Still in Plan Talks, Wants More Exclusivity
FULL CIRCLE: Can Hire Heritage Capital as Investment Banker
FULL CIRCLE: Wants to Obtain up to $1.25-Mil. in Secured Credit
GAS CITY: Obtains Sanctions Vs. Colophon for Auto Stay Violation

GAYLORD ENTERTAINMENT: Moody's Affirms 'B3' CFR; Outlook Stable
GENERAL MARITIME: Frank Johnson Discloses 6.8% Equity Stake
GENTNER INC: Case Summary & 20 Largest Unsecured Creditors
GEORGE BAVELIS: Facing Various Court Cases Nationwide
GOLDEN STATE PETROLEUM: Moody's Cuts Mortgage Notes Rating to 'B2'

GOLDENPARK LLC: Taps Marcus & Millichap as Real Estate Broker
GREENBRIER COS: Amends Credit Facility with Bank of America
GREENMAN TECHNOLOGIES: Amends Patent Agreement with M&R
GREIF INC: Moody's Rates New EUR250-Mil. Senior Notes at 'Ba2'
GSC GROUP: Judge to Proceed with Trustee's Sale

HAMILTON FAMILY: Case Summary & 19 Largest Unsecured Creditors
HASSEN REAL ESTATE: Has Cash Collateral Access Until Aug. 31
HAWAII MEDICAL: General Claims Bar Date Set for Aug. 15
HAWAII MEDICAL: Final Hearing on McDonald Hopkins Employment Today
HAWAII MEDICAL: Daniel Scouler to Serve as CRO

HAWKER BEECHCRAFT: Bank Debt Trades at 16% Off in Secondary Market
HEALTH MANAGEMENT: Bank Debt Trades at 3% Off in Secondary Market
HEREFORD VENTURE: Case Summary & 20 Largest Unsecured Creditors
HERON LAKE: AgStar Financial Extends Forbearance Until Aug. 1
HESSED INC: Voluntary Chapter 11 Case Summary

HILL INTERNATIONAL: Inks Forbearance Pact with Bank of America
HOPE SPRINGS: Wants Plan Filing Period Extended to July 20
HOSPITAL DAMAS: Plan Solicitation Exclusivity Expires Sept. 30
IHEALTHCARE INC: Court Rules on D&O Insurance Coverage Dispute
IMAGEWARE SYSTEMS: Dismisses Marcum LLP as Accountants

IMUA BLUEHEN: Sec. 341 Meeting of Creditors on July 26
INDEPENDENCE TAX III: March 31 Balance Sheet Upside-Down by $29.7M
INGLES MARKETS: S&P Affirms CCR at 'BB-'; Outlook Stable
INTERNATIONAL ENERGY: Wants Until Aug. 28 to File Chapter 11 Plan
INTERNATIONAL ENERGY: U.S. Trustee Forms 7-Member Creditors' Panel

INUVO INC: NYSE Amex Accepts Firm's Plan of Compliance
INYX USA: Shareholders Win Class Cert. in Fraud Battle
IRVINE SENSORS: Issues $4.25MM of 12% Secured Convertible Notes
JACKSON HEWITT: Creditors Win Time to Probe PrePack Plan
JAMES RIVER: Enters Into $100-Mil. New Credit Pact with GE

JOHN PAULSEN: Mosaic Financial Suit Stayed Pending Bankruptcy
JOSEPH PERCONTI: Organizational Meeting to Form Panel on July 19
KCXP INVESTMENT: Has Deal With Lender, Seeks Case Dismissal
KCXP INVESTMENT: Central Bank Granted Relief From Stay
KIEBLER RECREATION: Withdrawal of Thompson Hine as Counsel OK'd

KT SPEARS: Court Transfers Case the District of South Carolina
LAREDO PETROLEUM: Moody's Upgrades 'Ba3' Corporate Family Rating
LOCATION BASED TECH: Inks Commercial Agreement with Radio Movil
LOS ANGELES DODGERS: Expects Approval of Bankruptcy Financing Plan
LOS ANGELES DODGERS: To Hire Young Conaway as Attorneys

M&M INDEPENDENT: No Arbitration in Suit v. Crop Insurer
MAIN STREET: Intends to File for Chapter 11 Bankruptcy Protection
MANSIONS AT HASTINGS: Court Confirms Reorganization Plans
MARIAN STANTON: Entitled to Claim Nevada Homestead Exemption
MARSHALL & ILSLEY: S&P Lifts Counterparty Credit Rating From BB+

MARYLAND ECONOMIC: Moody's Raises Rating on Revenue Bonds to Ba2
MAQ MANAGEMENT: Fifth Third Bank Seeks to Lift Stay
MEDICURE INC: Units to Advance AGGRASTAT in their Territories
MERUELO MADDUX: KGI to Monitor Business Operations
MERITAS SCHOOLS: S&P Assigns Prelim. 'B' Corp. Credit Rating

MMFX CANADIAN: Wants Until August 31 to Assume or Reject Lease
MORGAN'S FOODS: Incurs $217,000 Net Loss in May 22 Quarter
MP-TECH AMERICA: Court Amends Postpetition Credit Authorization
MP-TECH AMERICA: Court Approves Amendment to Credit Agreement
MTR GAMING: S&P Rates $500-Mil. Senior Secured Notes at 'B-'

MWM CARVER: U.S. Trustee Objects to Confirmation of Plan
NACO INC: Case Summary & 2 Largest Unsecured Creditors
NLV HOLDING: Voluntary Chapter 11 Case Summary
NO FEAR RETAIL: Wants Until Sept. 19 to Propose Chapter Plan
NORTEL NETWORKS: Warren Winkler to Mediate Allocation Issues

NORTHCORE TECHNOLOGIES: Forms Social Commerce Group
OCALA LAND: Case Summary & 12 Largest Unsecured Creditors
OPEN SOLUTIONS: Bank Debt Trades at 13% Off in Secondary Market
ORIGINAL DESIGNER: Voluntary Chapter 11 Case Summary
PACESETTER FABRICS: Has Until Today to File Schedules & Statements

PENSKE AUTOMOTIVE: Moody's Upgrades Corp. Family Rating to 'B1'
PEREGRINE DEVELOPMENT: Rochelle McCullough Approved as Counsel
PERKINS & MARIE: Can Hire Omni Management as Claims Agent
PERKINS & MARIE: Meeting of Creditors Scheduled for July 22
PITTSBURGH CORNING: "Many Features" Okayed But Plan Denied

PLATINUM STUDIOS: G. Kline and A. Post Appointed to Board
POLI-GOLD LLC: AZ-Havasu Wants Exclusivity Extensions Denied
QA3 FINANCIAL: Clients Can't Pursue "Control Person" Claims
QA3 FINANCIAL: Insurance Policy Dispute to Proceed in NY Court
RASER TECHNOLOGIES: Court Approves Hunton & Williams as Counsel

RASER TECHNOLOGIES: Files Schedules of Assets and Liabilities
RASER TECHNOLOGIES: Prescott Loverns Wants Ch. 11 Trustee Named
REYNOLDS GROUP: S&P Affirms Corporate Credit Rating at 'B+'
RISING SUN: Case Summary & 20 Largest Unsecured Creditors
RITE AID: Incurs $63.08 Million Net Loss in May 28 Quarter

RIVER ROAD: Confirmed Hotel Plan May Obviate Supreme Court Appeal
RKL OF N.C.: Case Summary & 6 Largest Unsecured Creditors
ROCHA DAIRY: Files Schedules of Assets & Liabilities
SATISFIED BRAKE: Foreign Proceeding Gets Recognition in U.S. Court
SEAHAWK DRILLING: Files First Amended Chapter 11 Plan

SECUREALERT INC: Announces New Business Contracts & Mgt. Changes
SEMCRUDE LP: Blueknight Energy Sues Koch Over PCB Cleanup
SHAMROCK-SHAMROCK: Amends Schedules of Assets & Liabilities
SHELTERED WORK: Case Summary & 20 Largest Unsecured Creditors
SHILO INN: Can Provide Adequate Assurance of Payment to Utilities

S.H.S RESORT: Court Denies Request to Obtain DIP Loan as Moot
S.H.S. RESORT: Has Final Authority to Use Cash Collateral
SIGNATURE BANK: Closed; Points West Community Assumes All Deposits
SILGAN HOLDINGS: S&P Retains 'BB+' Corporate Credit Rating
SKS PROPERTIES: Case Summary & 19 Largest Unsecured Creditors

SUNBIZ HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
SUNCOKE ENERGY: Moody's Assigns 'Ba3' CFR; Outlook Stable
SWISS CHALET: Meeting of Creditors Continued Until July 15
SWISS CHALET: Taps Kevane Grant to Audit Year 2010 Books & Records
SYNOVUS FINANCIAL: Fitch Affirms Long-Term IDR at 'BB-'

TC GLOBAL: Incurs $5.21 Million Net Loss in Fiscal 2011
TELETOUCH COMMUNICATIONS: Amends Form S-1 Registration Statement
TERRESTAR NETWORKS: Sale to Dish Approved by Bankruptcy Judge
TEXAS BUILDING: Voluntary Chapter 11 Case Summary
TIB FINANCIAL: Capital Bank Merges with NAFH Bank

TRIPLE POINT: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
TXU CORP: Bank Debt Trades at 22% Off in Secondary Market
UNIFI INC: Calls for Redemption of 11.5% Senior Secured Notes
UNIVISION COMMS: Bank Debt Trades at 5% Off in Secondary Market
U.S. EAGLE: Court Approves Sale of Assets to Trafficade Services

US FOODSERVICE: Bank Debt Trades at 6% Off in Secondary Market
US INFRASTRUCTURE: S&P Assigns 'B+' Corporate Credit Rating
VAN CHASE: Court Denies Motion to Stay Foreclosure Sale
VERENIUM CORP: Austin Marxe Discloses 10.2% Equity Stake
VITRO SAB: U.S. Units Want Until Oct. 2 to Propose Chapter 11 Plan

VITRO SAB: Aims More Success vs. Bondholders in Mediation
VUZIX CORP: Six Directors Elected at Annual Meeting
WARNER MUSIC: Stockholders Approve Adoption of Merger Agreement
WHISPERING PINES: Case Summary & 3 Largest Unsecured Creditors
WHITTON CORP: Can Continue Use of Cash Collateral until Aug. 31

WINDSOR PETROLEUM: Moody's Cuts Rating on Secured Notes to 'B3'
WMG FINANCE: Moody's Assigns Ba2 Rating to Senior Secured Notes
WOLVERINE TUBE: Court Approves Termination of Pension Plan
WINE AND SPIRIT: Case Summary & 3 Largest Unsecured Creditors
WOLF MOUNTAIN: Hearing on Case Dismissal Plea Set for July 13

* Bankrupt Freed From Perpetual Condo Fee Liability

* Davis Polk Elects Six New Partners

* BOND PRICING -- For Week From July 4 - 8, 2011


                            *********


101 BOARDWALK: Sheldon Good to Auction 101 Boardwalk
----------------------------------------------------
Sheldon Good and Company has been retained by Chapter 11 Trustee,
Karen L. Gilman, of the law firm Wolff & Samson PC, to auction 101
Boardwalk, Atlantic City, NJ.  The apartment building --
consisting of 359 residential units and 5 commercial units - has
an approved condominium conversion plan in place.  Ideally located
just northeast of the new Revel Casino Project, the property
fronts the famous Atlantic City boardwalk and one of the largest
beaches in the area.

The property will be sold "Absolute," regardless of price, free
and clear of liens, subject only to the approval of the United
States Bankruptcy Court District of New Jersey, making the
upcoming sale a truly once-in-a-lifetime opportunity for
investors.  The suggested opening bid is $6,000,000 and a
certified check of $600,000 is required to bid at the auction.

Ms. Gilman said, "The auction sale is the most efficient and cost-
effective method of transferring title to new ownership, while
providing a long term solution to the estate, its creditors and
the tenants of 101 Boardwalk."

Zoned RMC4 multi-family high-rise commercial, the property allows
for maximum flexibility and investment potential.  Possible uses
include utilizing the property as it currently exists -- an
income-producing multi-family rental property -- or as a
condominium conversion or hotel development site.  Currently, 101
Boardwalk's unit mix (which is approximately 45% occupied)
consists of 164 studios, 155 1-bedroom/1-bath units, and 40 2-
bedroom/2-bath units.

John Cuticelli, CEO of Sheldon Good & Company, which has
successfully auctioned over 1,200 multi-family units in New Jersey
during the past 12 months, added, "Because this is a Chapter 11
bankruptcy liquidation sale, this auction offers investors an
incredible opportunity to name their own price and acquire a
premier property that offers tremendous upside potential."

The first on-site inspection will be on Thursday, July 7, from
12:00 p.m.-3:00 p.m. for interested buyers.  The auction will take
place on Wednesday, August 3 at the Trump Taj Mahal Casino Resort.
Registration starts at 1:00 p.m., and the auction will start at
2:00 p.m.

                  About Sheldon Good & Company

Sheldon Good & Company is America's Real Estate Auctioneer(TM).
The firm has a 45-year track record of proven results, has sold
billions of dollars worth of properties in every real estate asset
class, and has the highest closing ratio in the industry.

                About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, and affiliate 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, serves as
counsel to the Debtors.  The Debtors each estimated assets and
debts at $10 million to $50 million.


20 BAYARD: Has Lender Consent to Use Cash Collateral Until Sept. 1
------------------------------------------------------------------
20 Bayard Views, LLC has reached an agreement with lender W
Financial Fund, LP, for the Debtor's use of cash collateral
through and including Sept. 1, 2011.

The U.S. Bankruptcy Court for the Eastern District of New York
approved the stipulation.

Pursuant to the stipulation, the Debtor is authorized to use cash
collateral to pay the monthly charges due JBM for $2,650 and the
Condo Association for $32,000, real estate taxes, including the
real estate taxes due July 1, 2011, and other reasonable and
necessary expenses to be incurred in connection with the ordinary
course of business.

The Debtor will pay to WFF any Cash Collateral from the cash
collateral period received by the Debtor in excess of the amounts
to be paid to service those Operating Expenses.

                       About 20 Bayard Views

20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex
at 20 Bayard Street, in Brooklyn, New York.  A total of 37 of the
62 units remain unsold.

20 Bayard filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009.  Attorneys at Porzio,
Bromberg & Newman, P.C., serve as general bankruptcy counsel and
Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor.
The Company disclosed $21,219,696 in assets and $20,976,363 in
liabilities as of the Chapter 11 filing.

In March 2011, Bankruptcy Judge Elizabeth S. Stong issued an order
denying confirmation of the Third Amended Plan of Reorganization,
as modified, filed by 20 Bayard Views, LLC.  The Court held that
the Plan cannot be confirmed because it does not satisfy 11 U.S.C.
Sec. 1129(b)'s cramdown requirements.  W Financial Fund LP, owed
$17.4 million in principal on account of a loan made in 2008,
objected to the confirmation of the Plan.  In June 2011, 20 Bayard
Views withdrew its participation as joint proponent of the Plan.


20 BAYARD: Facing Opposition to Hiring of Substitute Counsel
------------------------------------------------------------
20 Bayard Views LLC is asking the U.S. Bankruptcy Court for the
Eastern District of New York for approval to hire Leo Fox as
substitute counsel.

The official committee of equity holders is objecting to the
Debtor's application to tap Mr. Fox as substitute counsel for
Porzio, Bromberg & Newman, P.C., and Moritt Hock & Hamroff LLP.

The Debtor stated that the $30,000 retainer of Mr. Fox was paid by
Shifra Hager of Cornell Realty Management (wife of Isaaac Hager, a
principal of the Debtor) and Baruch Rosenfeld.  All of the fees
had been guaranteed by Jack Weingarten and Isaac Hager.

The hourly rates of the professionals are:

         Partners                $450
         Associates              $275

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

                    Equity Committee Objection

The Equity Committee stated that Mr. Fox is representing equity
and investors in the case, as his retainer was paid by equity and
investors, not by the Debtor.

The Equity Committee added that if Mr. Fox's clients are
dissatisfied with the settlement and the Joint Plan, it is
submitted that it would be more appropriate for Mr. Fox to present
a competing equity plan on behalf of his clients and endeavor to
convince all creditor constituents and the Court that such
plan is "better" for the estate than the Debtor/WFF Joint Plan.

According to the Equity Committee, the settlement plan: (i) makes
a substantial distribution to administrative creditors, (ii)
provides a modest distribution to unsecureds, (iii) pays the
prepetition cure claim of the condominium association, and (iv)
resolves an extremely lengthy and costly litigation with W
Financial.

The Debtor also asks that the Court enter the joint scheduling
order submitted by the secured lender and the Debtor scheduling a
confirmation hearing on the Joint Plan embodying the settlement
that has the full support of the secured lender and the Debtor.

Mr. Fox can be reached at:

         Leo Fox, Esq.
         Stephanie Park, Esq.
         630 Third Avenue, 18th Floor
         New York, NY 10017
         Tel: (212) 867-9595
         Fax: (212) 949-1857

                       About 20 Bayard Views

20 Bayard Views, LLC, owns and runs the Bayard Condominium Complex
at 20 Bayard Street, in Brooklyn, New York.  A total of 37 of the
62 units remain unsold.

20 Bayard filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 09-50723) on Dec. 4, 2009.  Attorneys at Porzio,
Bromberg & Newman, P.C., serve as general bankruptcy counsel and
Moritt Hock Hamroff & Horowitz LLP is local counsel to the Debtor.
The Company disclosed $21,219,696 in assets and $20,976,363 in
liabilities as of the Chapter 11 filing.

In March 2011, Bankruptcy Judge Elizabeth S. Stong issued an order
denying confirmation of the Third Amended Plan of Reorganization,
as modified, filed by 20 Bayard Views, LLC.  The Court held that
the Plan cannot be confirmed because it does not satisfy 11 U.S.C.
Sec. 1129(b)'s cramdown requirements.  W Financial Fund LP, owed
$17.4 million in principal on account of a loan made in 2008,
objected to the confirmation of the Plan.


207 REDWOOD: Has Funding for Plan to Complete New Project
---------------------------------------------------------
207 Redwood LLC has filed a proposed Chapter 11 plan, as twice
amended, which states that the Debtors has secured a new investor
who will infuse $3.5 million to complete its hotel project within
150 to 180 days after approval of the Plan.

The Debtor asks the U.S. Bankruptcy Court for the District of
Maryland for consolidation of the hearing on the adequacy of the
disclosure statement with the hearing on confirmation of the
Debtor's Second Amended Plan of Reorganization.

The purpose of the Plan is to provide a means for the operations
of the reorganized debtor to complete the renovations of the
Property, open the Hotel within 150 to 180 days after approval of
the Plan, and provide a substantial distribution to unsecured
creditors.

Upon confirmation of the Plan, the holders of interests in the
Debtor will not receive or retain anything on account of their
Interests, and their interests will be cancelled and extinguished
as of the Effective Date.  The New Investor, Harbor Hotel
Developers LLC, will contribute $3,500,000 to fund the Plan, and
in exchange will acquire the interests of the Reorganized Debtor
and will make all distributions under the Plan.

The Plan provides for the completion of the Project by and through
the Reorganized Debtor.  The Reorganized Debtor will manage the
project and implement the terms of the Plan, including making
distributions to holders of allowed claims.

The Plan provides for cash payments to holders of allowed claims.
Payments made under the Plan after the Effective Date will be
derived from income generated by the operations of the Reorganized
Debtor and the additional capital provided by the New Investor.
Moreover, funds needed to finish the project will be paid by the
new investor.  All Claims against the Debtor will be classified
and treated pursuant to the terms of the Plan.  The Plan contains
eight classes of claims and interests.  There are six classes of
secured claims, one class of unsecured claims, and one class of
interests.

Overall, the Plan provides that holders of allowed administrative
expense claims and holders of allowed priority tax claims will be
paid in full after the effective date.  The holder of the allowed
secured claim in class 1 will receive 100% of its allowed secured
claim on the Effective Date.  The holder of the allowed secured
claim in class 2 will receive payment up to the allowed amount of
its secured claim up to the value of the BB&T note holder's
interest in the Property, over time, and the allowed amount of its
unsecured claim.  Because the remaining secured claims exceed the
value of the property, these secured claims will be treated as
unsecured claims.

The holder of the allowed secured claim in Class 3 will receive
payment on the same terms for Class 7.  Holders of allowed
secured claims in Classes 4-6 will receive monthly installments.
The Holders of Allowed Unsecured Claims in Class 7 will receive,
in complete satisfaction of their allowed unsecured claim, a pro
rata share of $100,000.  Holders of interests will not receive or
retain anything on account of their interests, and their interests
will be redeemed at no cost as of the Effective Date.  All
classes, except Class 1, are impaired under the Plan.

A copy of the Second Amended Disclosure Statement is available for
free at: http://ResearchArchives.com/t/s?7663

                         About 207 Redwood

Columbia, Maryland-based 207 Redwood LLC was created to own,
rehabilitate and develop a 10-story historic building located at
207 East Redwood Street in downtown Baltimore, Maryland, into a
hotel.  The Debtor filed for Chapter 11 protection (Bankr. D. Md.
Case No. 10-27968) on Aug. 6, 2010.  James A. Vidmar, Jr., Esq.,
and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney
LLC, in Annapolis, Md., assist the Debtor in its restructuring
effort.  In its amended schedules, the Debtor disclosed
$14,500,000 in assets and $24,097,109 in liabilities as of the
Petition Date.


AE BIOFUELS: Completes Acquisition of Md. Biotech Firm
------------------------------------------------------
AE Biofuels, Inc., completed the acquisition of Zymetis, Inc., a
Maryland-based industrial biotechnology company that develops
products for the renewable chemicals and advanced fuels
industries.  Zymetis, Inc., will continue as a wholly-owned
subsidiary of AE Biofuels.

Zymetis holds four granted patents and more than ten pending
patents on the Z-microbeTM, a marine organism that was originally
discovered consuming plant cellulose at a high rate in the
Chesapeake Bay.  The genome of the Z-microbe has been fully
sequenced by researchers at the University of Maryland.  Zymetis'
scientists discovered that the Z-microbe naturally generates about
90 enzymes that rapidly convert sugar, starch, and cellulose into
useable chemicals and fuels.

By using the genetics of plants and microbes that naturally
produce specialty chemicals, the Z-microbe has been converted to
produce renewable chemicals and advanced fuels from renewable
feedstocks.

"Zymetis' technology has already demonstrated the production of
high-value chemicals to supply multi-billion-dollar global
markets, but we lacked a commercialization platform," said Dr.
Steve Hutcheson, founder of Zymetis and a 25-year genetic biology
professor at the University of Maryland.  "AE Biofuels has
demonstrated operational global management capability, constructed
and operated advanced biofuels plants, and has already achieved
success in creating and adopting new technology through the
conversion of first-generation biofuels facilities."

"The combination of AE Biofuels and Zymetis enables the launch of
new specialty chemical and renewable fuels products at an
accelerated rate compared to the normal product development and
construction cycle of three years or more," said Eric McAfee,
chairman and CEO of AE Biofuels, Inc.  "The technical and
chemicals business development team at Zymetis joins almost 100
global employees at AE Biofuels who currently operate 105 million
gallons per year of biofuels plant capacity in the United States
and India," McAfee added.

The technical team of Zymetis will join AE Biofuels in similar
roles, and Zymetis founder Dr. Steve Hutcheson will join the board
of directors of AE Biofuels.

AE Biofuels issued 6,673,555 common shares to Zymetis shareholders
in the transaction, with 766,000 of the shares vesting over a
three-year period.

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a global vertically integrated biofuels company based in
Cupertino, California, developing sustainable solutions to
address the world's renewable energy needs.  The Company is
commercializing its patent-pending next-generation cellulosic
ethanol technology that enables the production of biofuels from
both non-food and traditional feedstocks.  Its wholly-owned
Universal Biofuels subsidiary built and operates a nameplate
50 million gallon per year biodiesel production facility on the
east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.


AFTON CARE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Afton Care St. Croix, LLC
        15890 31st Street South
        Afton, MN 55001

Bankruptcy Case No.: 11-34414

Chapter 11 Petition Date: July 6, 2011

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

Judge: Dennis D O'Brien

Debtor's Counsel: Steven B Nosek, Esq.
                  STEVEN NOSEK
                  2855 Anthony Ln S, Ste 201
                  St Anthony, MN 55418
                  Tel: (612) 335-9171
                  Fax: (612) 789-2109
                  E-mail: snosek@visi.com

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mnb11-34414.pdf

The petition was signed by Ellen M. Triemert, president.


ALLEGHENY NATURAL: 3 Investors Want Chapter 11 Bankruptcy
---------------------------------------------------------
Allegheny Natural Resources Inc. was named in an involuntary
Chapter 11 bankruptcy petition filed in the Bankruptcy Court in
Pittsburgh, Pennsylvania.

Alex Nixon at Tribune-Review reports that the Company could be
forced into bankruptcy protection by three investors who say
they're owed a total of $3 million.  "There's ongoing losses, and
we want the thing controlled by a court," said Robert O. Lampl, a
Pittsburgh attorney who filed the petition for creditors.

The report notes that Allegheny Natural Resources was not aware of
the petition.

The report says Mr. Lampl said his clients -- Aven Gas & Oil Co.
of Oklahoma City; Interstate Gas Marketing Inc. of Indiana, Pa.;
and Craig Berland of Chandler, Ariz. -- have tried for more than a
year to get each of their $1 million investments back and to
effect a change in management of Allegheny Natural Resources,
Lampl said.

Allegheny Natural Resources Inc. operates 66 gas wells in
Pennsylvania and has more than 1,200 acres under lease in
Jefferson County.


ALLEGHENY NATURAL: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Allegheny Natural Resources, Inc.
                2591 Wexford Bayne Road, Suite 204
                Sewickley, PA 15143

Case Number: 11-24265

Involuntary Chapter 11 Petition Date: July 5, 2011

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Petitioners' Counsel: Robert O. Lampl, Esq.
                      960 Penn Avenue, Suite 1200
                      Pittsburgh, PA 15222
                      Tel: (412) 392-0330
                      Fax: (412) 392-0335
                      E-mail: rol@lampllaw.com

Creditors who signed the Chapter 11 petition:

Petitioners                    Nature of Claim    Claim Amount
-----------                    ---------------    ------------
Aven Gas & Oil, Inc.           Contract           $1,000,000
P.O. Box 14491
Oklahoma City, OK 73113

Interstate Gas Marketing, Inc. Contract           $1,000,000
2018 S. 6th Street
Indiana, PA 15701

Craig Berland                  Contract           $1,000,000
4293 Kitty Hawk
Chandler, AZ 85226


AMR CORP: American Airlines June Traffic Increased by 1.3%
----------------------------------------------------------
American Airlines reported that June traffic increased 1.3 percent
versus the same period last year.  Capacity increased 1.8 percent
year over year, resulting in a load factor of 86.3 percent
compared to 86.8 percent in the same period last year.
International traffic increased by 4.8 percent relative to last
year on a capacity increase of 3.8 percent.  Domestic traffic
decreased 0.9 percent year over year on a capacity increase of 0.5
percent.  American boarded 7.7 million passengers in June.  A
full-text copy of the Company's traffic and capacity release is
available for free at http://is.gd/R0C8hc

                       About AMR Corporation

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

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

The Company's balance sheet at March 31, 2011, showed
$27.11 billion in total assets, $31.06 billion in total
liabilities, and a $3.95 billion stockholders' deficit.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                           *     *     *

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

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


ANTS SOFTWARE: Sells Shares to Private Investor
-----------------------------------------------
ANTs software inc. issued (i) 1 million shares of its common
stock, par value $0.0001 per share, (ii) warrants to purchase
1 million shares of common stock at $0.20 per share (expiring 6
months from date of issue), and (iii) warrants to purchase
1 million shares of common stock at $0.40 per share (expiring 12
months from date of issue), to an individual investor in reliance
on the private placement exemption from the registration
requirements of the Securities Act of 1933, as amended, provided
by Section 4(2) thereof.

On July 1, 2011, the Company issued 6,500,000 shares of Common
Stock to Ironridge Global Technology, a division of Ironridge
Global IV, Ltd., in reliance on the private placement exemption
from the registration requirements of the Securities Act provided
by Section 3(a)(10) thereof.

The Ironridge Shares were issued pursuant to a Stipulation for
Settlement of Claims filed by the Company and Ironridge in the
Superior Court for the State of California, County of Los Angeles
on July 1, 2011, in settlement of claims purchased by Ironridge
from certain creditors of the Company in the aggregate amount
equal to $160,920.  Pursuant to the Stipulation, Ironridge will
ultimately be entitled to retain a number of shares of Common
Stock that is equal to the Claim Amount plus a transaction fee of
$8,046 and reasonable attorneys fees divided by 70% of the volume
weighted average price as reported by Bloomberg over a period of
time beginning on the date on which Ironridge receives the
Ironridge Shares and ending on the date on which the aggregate
trading volume of the Company's common stock is equal to $700,000.
For every million shares that trade during the Calculation Period,
Ironridge has the right to cause the Company to immediately issue
to Ironridge additional shares of Common Stock.  At the end of the
Calculation Period, (a) if the sum of the Initial Issuance and any
Additional Issuance is less than the Final Amount, the Company
will immediately issue additional shares to Ironridge so that the
total issuance is equal to the Final Amount and (b) if the sum of
the Initial Issuance and any Additional Issuance is greater than
the Final Amount, Ironridge will return any remaining shares to
the Company for cancellation.

On July 1, 2011, the Company's Board of Directors, by unanimous
written consent, amended each of the ANTs software inc. 2000 Stock
Option Plan, the ANTs software inc. 2008 Stock Option Plan, and
the ANTs software inc. 2010 Stock Option Plan to decrease the
number of options that may be issued under the Stock Option Plans
by 6,500,000 shares in the aggregate, thereby releasing 6,500,000
shares of Common Stock that were reserved for issuance under the
Stock Option Plans.

                        About Ants Software

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.


APPLEJACK ART: Wachovia, U.S. Trustee Object to Plan Disclosures
----------------------------------------------------------------
Keith Whitcomb, Jr., at the Bennington Banner reports that
Wachovia Bank, a division of Wells Fargo Bank, and U.S. trustee
for Region 2, Tracy Hope Davis, have raised objections to the
disclosure statement submitted by Applejack Art Partners in
connection with its Chapter 11 plan.

Applejack Art Partners plans to liquidate itself to pay off its
creditors.

The report notes that the bank's objection claims that Applejack's
liquidation plan, which calls for the auctioning of its assets,
lists the real estate as being worth $3.5 million, but doesn't
show how it arrives at that value, nor does it disclose if it has
had interested buyers for that amount.

The Disclosure Statement shows $4 million in debt on the real
estate owed to two creditors, Wachovia and the Vermont Economic
Development Authority (VEDA).  Wachovia is owed $2.8 million while
the VEDA loan is for $1.2 million.

The U.S. Trustee's motion echoes some of the claims, and adds that
a claim by the New York State Department of Taxation and Finance
for $17,796 is not in the disclosure statement.  According to
Ms. Davis, the Disclosure Statement doesn't account for "allowed
administrative expenses."

A hearing on the Disclosure Statement is scheduled for July 14.

                   About Applejack Art Partners

Applejack Art Partners, Inc., manufactures fine art prints and
sells sports memorabilia.  It acquired Bruce McGaw Graphics in
August 2009, gaining the exclusive rights to images from the Walt
Disney Co., the Museum of Modern Art and Andy Warhol.  Applejack
is represented by the Bethel law firm of Obuchowski and Emens-
Butler.

Applejack Art Partners sought Chapter 11 protection (Bankr. D.
Vermont Case No. 10-10911) on July 6, 2010.

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


ARTECITY CONDO: Poised to Exit Chapter 11 With New Owners
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that the upscale Artecity
condominium in Miami Beach, Fla., will emerge from its yearlong
bankruptcy under the control of a joint venture of investment
firms led by Starwood Capital Group.

As reported in the June 23, 2011 edition of the Troubled Company
Reporter, the Debtor has filed a proposed Chapter 11 plan, which
will be funded from the sale of condominium units comprising the
Artecity Project and a percentage of proceeds of potential
litigation recoveries.

Pursuant to the terms of the Third Amended Joint Plan of
Liquidation:

  i) the holders of the remaining 10 Deposit Claims under Class 1
     may choose Election A or Election B for treatment of their
     Claims.  The Debtors believe that all Deposit Claimants will
     choose Election A, thereby having their Claims classified in
     the Plan under Class 4A and resulting in the waiver and
     release of Unsecured portions of Deposit Claims.  If any
     Deposit Claim holders choose Election B, they will retain the
     right to assert an Unsecured Election B Priority Deposit
     Claim for up to the amount of $2,600 pursuant to Section
     507(a)(7) of the Bankruptcy Code;

ii) with respect to sold units, the allowed secured claim of
     Miami-Dade County Tax Collector in Class 2 will be paid from
     sale proceeds upon closing of the sales; with respect to
     unsold units at the Sale, the portion of the Tax Collectors'
     Class 2 Claim secured by the unsold units for delinquent
     taxes will be come the obligation of the purchaser of the
     unsold units;

iii) the allowed CCV secured claim in Class 3 will be deemed to
     have made an election to have its entire Claim treated as
     secured under 11 U.S.C. Section 111(b)(2), which will be
     deemed allowed in the amount of $51 million.  Subject to
     approval of the Court, and pursuant to the Bidding Procedures
     attached to the Plan, CCV will serve as the stalking horse
     bidder at the Sale to sell the Unsold Units with an opening
     credit of $50 million.  CCV will also have the right to
     credit bid up to $51 million plus any outstanding
     indebtedness on the CCV DIP Loan at the Sale.  If CCV is not
     designated by the Court to be the successful bidder at the
     Sale, the Disbursing Agent will transfer all proceeds of the
     Sale to CCV.

iv) Class 4A and 4B Claims consist of the Secured portion of
     Deposit Claims.  Each holder of a Deposit Claim may choose
     between: (i) Election A, or (ii) Election B.  If the holder
     of a Deposit Claim chooses Election A, he will have only one
     Claim under the Plan.  If the holder of a Deposit Claim
     chooses Election B, he will retain three classified Claims
     under the Plan, subject to such Claims being deemed Allowed
     over objections by the Reorganized Debtors, consisting of a
     Secured Claim in Class 4B, an Unsecured Class 1 Claim up to
     $2,600, and an Unsecured Class 5 Claim.

     Election A: each holder of a Deposit Claim who chooses
     Election A will receive a lump sum payment equal to half of
     10% of the purchase price set forth in the applicable
     Preconstruction Agreement and the Debtors will receive the
     other half of 10% of the purchase price plus accrued interest
     on the deposit from the Fidelity Escrow Reserve.

     Election B: a holder of a Deposit Claim who proceeds with
     Election B will not receive any Distribution on the Effective
     Date, but will retain all rights to contest the Debtors'
     objection to any proofs of Claim or adversary proceedings
     filed with respect to the Deposit Claim.

  v) holders of allowed general unsecured claims under Class 5
     will receive pro rata Distributions from the Reorganized
     Debtors' interest in net litigation recoveries, which
     recoveries will be distributed from time to time in the
     Disbursing Agent's discretion.

vi) Equity Interest holders will continue to exist under the
     plan, but they will not have any rights to authorize or
     direct the Debtors in any manner and all property, voting,
     and any associated decision-making rights will be
     extinguished.

A copy of the Third Amended Disclosure Statement is available at:

        http://bankrupt.com/misc/artecity.3rdamendedDS.pdf

                     About Artecity Park LLC

Miami Beach, Florida-based Artecity Park LLC filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 10-31410) on
July 26, 2010.  Thomas R. Lehman, Esq., at Levine Kellogg Lehman
Schneider & Grossman LLP, in Miami, Fla., represents the Debtors
as counsel.  The Company estimated assets at $50 million to
$100 million and debts at $10 million to $50 million.

Affiliates Artecity Management IXC (Case No. 10-41406), Artecity
Holding Ltd. (Case No. 10-31407), Artepark South Development LLC
(Case No. 10-31412, BKC-AJC), Artecity Plaza LLC (Case No.
10-31411), Artecity Governor LLC (Case No. 10-31409), and Park
Villas Development LLC (Case No. 10-31413) filed separate
Chapter 11 petitions.  The cases are jointly administered under
Artecity Management, LLC.

The Debtors are engaged in the development of a real estate
condominium project in Miami Beach, Florida, known as the
Artecity.  The Project includes 202 condominium units in five
multi-level buildings, together with retail spaces, two pools, a
fitness and spa facility, and a parking garage.

Artecity Management manages the Debtors' operations and is the
general partner of Artecity Holding, Ltd.  Artecity Holding owns
100% of the membership interests in Artecity Park LLC, Artecity
Plaza LLC, Artecity Governor LLC, Artepark South Development LLC,
and Park Villas Development LLC.


AUTOPARTS HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Autoparts
Holdings Limited -- Corporate Family and Probability of Default
Ratings, B2. In a related action Moody's assigned a B1 rating to
the new $530 million senior secured first lien term loan, and a
Caa1 rating to the new $150 million senior secured second lien
term loan. The rating outlook is stable.

The Rank Group Limited announced that it entered a definitive
agreement to acquire Honeywell's Consumer Products Group
(Autoparts) for $987 million. The acquisition is expected to be
financed with $680 million of senior secured term loans and $307
million of common equity.

These ratings were assigned:

Autoparts Holdings Limited:

   -- Corporate Family Rating: B2;

   -- Probability of Default: B2;

Fram Group Holdings Inc./Prestone Holdings Inc./Fram Group
(Canada) Inc., as co-borrowers:

   -- US$50MM Senior Secured First Lien revolving credit facility
due 2016: B1 (LGD3, 35%)

   -- US$530MM Senior Secured First Lien Term Loan due 2016: B1
(LGD3, 35%)

   -- US$150MM Senior Secured Second Lien Term Loan due 2017: Caa1
(LGD5, 81%)

RATINGS RATIONALE

Autoparts' B2 Corporate Family Rating reflects the company's high
leverage and modest size following its acquisition by Rank,
balanced by Moody's expectation of the company's continued strong
competitive market position. Improvement in Autoparts's operating
margin is expected to be challenged over the near-term by rising
commodity prices, and a lackluster regional economic recovery in
the U.S. The ratings benefit from the company's portfolio of
leading brand name aftermarket products, including Fram (auto
filters), Prestone (antifreeze & coolant), and Autolite (spark
plugs).These products benefit from a stable demand profile as they
are part of the routine periodic automotive maintenance for
passenger vehicles. The ratings also incorporate some risk around
the separation of support services to the new company and the
achievement of planned operating improvements. Earlier this year
Rank purchased one of Autoparts' largest aftermarket competitors;
if and how the operations of these two companies will intertwine
over the intermediate-term is uncertain at this time. Pro-forma
for the transaction, Autoparts' debt/EBITDA (as adjusted by
Moody's) is expected to approximate 5.5x for LTM period ending
March 31, 2011 and about 5.0x after considering certain pro forma
adjustments.

The stable rating outlook reflects Moody's anticipation that
Autoparts should continue to benefit from positive trends in the
automotive aftermarket parts industry, including increasing
average vehicle age, and improving miles-driven. Moody's outlook
also incorporates the challenges of separating from company's
former parent.

Autoparts' is anticipated to have a adequate liquidity profile
over the near-term. The company is expected to maintain modest
cash balances following the close of the transaction. Additional
liquidity support is provided by the company's $50 million of
senior secured revolving credit facility, all of which is expected
to be available after the close of the transaction. Moody's
expects the company to generate positive free cash flow, inclusive
of spending for restructuring actions and modest required
amortization under the first lien term loan. The primary financial
covenants under the senior secured facilities include a maximum
total leverage ratio, a minimum interest coverage ratio, and a
maximum capital expenditure limitation. While covenant test levels
have not been determined at this time, Moody's expects there to be
sufficient cushion to support operating flexibility over the near-
term. Alternative liquidity is limited as essentially all of the
company's domestic assets secure the bank credit facilities.

Future events that could potentially improve the company's outlook
or ratings include: improvement in revenues and operating margins
through organic growth and debt reduction from improved free cash
flow generation. Consideration for a higher outlook or rating
could arise if any combination of these factors were to result in
EBIT/Interest above 2.5x, and leverage approaching 4.0x.

Future events that could drive Autoparts' ratings lower include: a
deteriorating liquidity profile; a deteriorating economic
environment, or market share losses which would drive lower
operating margins. Consideration for a lower rating would result
if any combination of the above factors would lead to
EBIT/Interest being approaching below 1.5x, or increased leverage.

The principal methodology used in rating Autoparts Holdings
Limited was the Global Automotive Supplier Industry Methodology,
published January 2009.

Autoparts Holdings Limited, headquartered in Danbury, CT, is a
leading manufacturer of high quality, non-discretionary products
for the automotive and heavy-duty aftermarket. The company's
brands include FRAM(R), Prestone(R) and Autolite(R). Rank Group
Ltd., a New Zealand based private equity firm, announced its
intention to acquire Autoparts for approximately $987 million. For
fiscal year 2010, the company had sales of approximately $1.0
billion and 2,000 employees worldwide.


BABY FOX: Enters Into Reorganization Pact with Shanghai Baby Fox
----------------------------------------------------------------
Baby Fox International, Inc., on June 30, 2011, entered into and
closed a reorganization agreement with the Company's operating
subsidiary Shanghai Baby Fox Fashion Co., Ltd., Baby Fox Limited,
Hitoshi Yoshida and BBFX Holding Corp.  Pursuant to the terms of
the Reorganization Agreement, the Company transferred all of its
ownership interest in Shanghai Baby Fox, its operating subsidiary,
to Newco in exchange for all of the capital stock of Newco, and
then transferred all of its ownership interest in Newco to Baby
Fox Limited, its majority shareholder which is wholly owned by
Hitoshi Yoshida, and Hitoshi Yoshida, in consideration for Baby
Fox Limited and Hitoshi Yoshida agreeing to cancelation of an
aggregate of 38,057,487 shares of the Company's Common Stock
currently held by them, which shares currently constitute
approximately 94% of the Company's outstanding shares of Common
Stock.

On June 30, 2011, the Company entered into a novation agreement
with Jieming Huang and Newco, pursuant to which Newco became the
obligor and assumed all of the obligations and rights of the
Company under that certain Loan Agreement dated Feb. 18, 2008,
pursuant to which Jieming Huang provided a loan with a principal
amount of US$810,160 and with a five percent annual interest rate
to the Company.  As a result of the Novation, the Company is no
longer a party to the Original Loan Agreement and is no longer
obligated to repay the related loan balance.  At the time of
entering into the Novation Agreement, Jieming Huang was the Chief
Executive Officer and a director of the Company.

Hitoshi Yoshida, the owner of Baby Fox Limited, the Company's
majority shareholder prior to the Reorganization, was married to
Fengling Wang but divorced in October 2008.  Fengling Wang is the
mother of Jieming Huang and Jieping Huang.  Fengling Wang, Jieping
Huang and Jieping Huang were the Company's three directors at the
time of the Reorganization, and Jieming Huang was the Company's
Chief Executive Officer, President and Chairman at the time of the
Reorganization.

A full-text copy of the Reorganization Agreement is available for
free at http://is.gd/W6hchO

A full-text copy of the Novation Agreement is available at no
charge at http://is.gd/bAN24E

On June 30, 2011, the Company entered into a Termination Agreement
with Beijing Allstar Business Consulting, Inc., pursuant to which
the Company terminated its Consulting Agreement with Allstar dated
May 18, 2007, as amended and restated on April 28, 2008.  The
parties entered into the Termination Agreement in connection with
the Reorganization.  A full-text copy of the Termination Agreement
is available for free at http://is.gd/vm2oMk

                    About Baby Fox International

Shanghai Minhang District, P.R.C.-based Baby Fox International,
Inc., is a Nevada corporation organized on Aug. 13, 2007, by
Hitoshi Yoshida, a Japanese citizen, as a listing vehicle to
acquire Shanghai Baby Fox Fashion Co., Ltd.  The Company is a
growing specialty retailer, developer, and designer of
fashionable, value-priced women's apparel and accessories.  The
Company's products are aimed to target women aged 18 to 40 in
China.  The Baby Fox brand was initially registered in Italy in
May of 2003 and it is promoted as an international brand in China.

The Company reported a net loss of $435,531 on $25.2 million of
revenue for fiscal year ended June 30, 2010, compared to a net
loss of $4.5 million on $24.3 million of revenue for fiscal 2009.

Following the fiscal 2010 results, Friedman LLP, in Marlton, N.J.,
expressed substantial doubt about the Company's ability as a going
concern.  The independent auditors noted of the Company's losses,
negative cash flows from operations and working capital
deficiency.

The Company's balance sheet at March 31, 2011, showed $12.94
million in total assets, $21.04 million in total liabilities and a
$8.10 million total stockholders' deficit.


BANNING LEWIS: Has Until Aug. 24 to Decide on Unexpired Leases
--------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended Until Aug. 24, 2011, The Banning
Lewis Ranch Co. LLC, et al.'s time to accept or reject unexpired
non-residential real property leases.

                        About Banning Lewis

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

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

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

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

The Debtor filed a Chapter 11 liquidation plan that would sell off
its 20,000 acres of land to offset $341 million in liabilities.

The plan at its heart anticipates selling 17,700 undeveloped acres
to a stalking horse bidder consisting of real estate investment
firm Greenfield BLR Partners LP and hedge fund Farallon BLR
Investors LLC, the failed project's partners, but higher offers
might yet emerge.


BANNING LEWIS: KeyBank Slams Plan, Wants Exclusivity Ended
----------------------------------------------------------
The Banning Lewis Ranch Company, LLC, et al., ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to file a plan and to solicit acceptances
of that plan through and including Aug. 29, 2011, and Oct. 28,
2011, respectively, to allow them additional time to address the
remaining issues in their cases and finalize their sale and
liquidating plan.

KeyBank National Association, as Administrative Agent for the
Revolving Lenders, objected to this second extension of the
Debtors' exclusive periods, citing that the current plan as
proposed is unconfirmable and that Debtors' have failed to
demonstrate cause to extend exclusivity.

Counsel for KeyBank can be reached at:

     Mary F. Caloway, Esq.
     Mona A. Parikh, Es.
     BUCHANAN INGERSOLL & ROONEY PC
     1105 North Market Street, Suite 1900
     Wilmington, DE 19801
     Tel: (302) 552-4200
     Fax: (302) 552-4295
     E-mail: mary.caloway@bipc.com
             mona.parikh@bipc.com

On May 16, 2011, the Debtors filed a Joint Plan of Liquidation and
accompanying disclosure statement.  An amended plan and disclosure
statement was filed on May 25, 2011.  The Plan is structured
around the sale of each of the Debtors' assets at an auction to
determine who would sponsor a reorganization.

                       About Banning Lewis

The Banning Lewis Ranch Company, LLC, was founded in June 2004 to
develop 20,000 acres of land in eastern Colorado Springs,
Colorado.  The land was ultimately to be developed as a community
of some 76,000 residential units and approximately 79 million
square feet of commercial space.  In early 2005, Banning Lewis
Ranch Development I & II, LLC ("Devco") was created to own and
develop the first portion of the property to be developed.  On
March 31, 2005, Banning contributed approximately 2,700 acres of
the property to Devco and became Devco's 99.9% equity owner.

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

Devco also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446)
on Oct. 28, 2010.

Christopher P. Simon, Esq., Kevin S. Mann, Esq., Joseph Grey, Esq,
and David G. Holmes, Esq., at Cross & Simon, LLC, in Wilmington,
Del., serve as counsel to the Debtors.  Edward A. Phillips of
Eisner Amper LLP has been retained as the Company's chief
restructuring officer.

As reported in the TCR on July 5, 2011, Ultra Resources Inc.,
which submitted a bid of $26.25 million, was the winning bidder
for the Banning assets, or the southern portion of the project.
The Devco assets, or the northern portion, went to KeyBank NA as
agent for lenders with a credit bid of $24.5 million.


BANNING LEWIS: Files Sale-Based Plan; KeyBank Objecting
-------------------------------------------------------
On May 25, 2011, The Banning Lewis Ranch Company, LLC, and Banning
Lewis Ranch Development I & II, LLC, filed an amended joint
disclosure statement in support of their amended plan of
liquidation.

The Plan is structured around the sale of each of the Debtors'
assets at an auction to determine who would sponsor a
reorganization.

Pursuant to the Plan, the DIP Facility Claims is Unimpaired.
Pursuant to the Asset Purchase Agreement with the Stalking Horse
Purchaser for the Banning assets, the lenders will waive their
rights to repayment of the DIP Credit Facility.

The Secured Claims of Term Lenders against Banning is Impaired.
The Term Lenders will receive deferred cash payments pursuant to
the terms of the new secured term loan facility to take effect on
the Effective Date.  The new term loan will have a maturity date
of Sept. 7, 2019.  Estimated Recovery is 100%.

The Secured Claim of the Revolver Lenders against Devco is
Impaired.  This Claim will be paid the amount received for the
purchase of the Devco assets, which amount received will be in
full and final satisfaction of the Revolver Lenders' claim and
liens.  Estimated recovery is listed as Unknown.

Convenience Class Claims in both Banning and Devco, referring to
unsecured claims which are allowed in the amount of $10,000 or
less, will be paid an amount equal to 90% of the amount of the
Allowed claim.

General Unsecured Claims will be paid from the Banning or Devco
Distibutable Assets, as the case may be, after Convenience Class
Claims, are paid.  Estimated recovery is between 0% - 1% for
Banning General Unsecured Claims and between 0% - 2% for Devco
General Unsecured Claims.

Intercompany claims will not receive or retain any property or
interest.

Interests in the Debtors will be canceled pursuant to the Plan.

A copy of the Amended Disclosure Statement is available at:

       http://bankrupt.com/misc/banning.amendedjointDS.pdf

                KeyBank Objects to Plan Disclosures

KeyBank National Association, as Administrative Agent for the
Revolving Lenders, objects to the approval of the Debtors' Amended
Disclosure Statement, citing that the Plan is "patently"
unconfirmable, mable, and because the Plan lacks information
required by Section 1125 of the Bankruptcy Code.

A copy of KeyBank's objection is available at:

    http://bankrupt.com/misc/banning.keybankobjectiontoDS.pdf

The disclosure statement explaining the Plan will have to be
further amended as the Stalking Horse Purchaser lost out on its
leading bid for the Banning assets, or the southern portion of the
Project.  The winning bid of $26.25 million was from Ultra
Resources Inc.  The Devco assets, or the northern portion, went to
KeyBank NA as agent for lenders with a credit bid of
$24.5 million.

                       About Banning Lewis

The Banning Lewis Ranch Company, LLC, was founded in June 2004 to
develop approximately 20,000 acres of land in eastern Colorado
Springs, Colorado.  The land was ultimately to be developed as a
community of some 76,000 residential units and approximately 79
million square feet of commercial space.  In early 2005, Banning
Lewis Ranch Development I & II, LLC ("Devco") was created to own
and develop the first portion of the property to be developed.  On
March 31, 2005, Banning contributed approximately 2,700 acres of
the property to Devco and became Devco's 99.9% equity owner.

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

Devco also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446)
on Oct. 28, 2010.

Christopher P. Simon, Esq., Kevin S. Mann, Esq., Joseph Grey, Esq,
and David G. Holmes, Esq., at Cross & Simon, LLC, in Wilmington,
Del., serve as counsel to the Debtors.  Edward A. Phillips of
Eisner Amper LLP has been retained as the Company's chief
restructuring officer.

As reported in the TCR on July 5, 2011, Ultra Resources Inc.,
which submitted a bid of $26.25 million, was the winning bidder
for the Banning assets, or the southern portion of the project.
The Devco assets, or the northern portion, went to KeyBank NA as
agent for lenders with a credit bid of $24.5 million.


BEATRICE BAKERY: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Beatrice Bakery Company filed for Chapter 11 bankruptcy.

The Beatrice Daily Sun reports that the Company intends to have a
plan of reorganization confirmed by the court within 90 days of
the filing.

According to the report, the Company will continue to operate its
business without any interruptions to its customers or suppliers,
Leech said in the release.  Company president Greg Leech said the
company does not expect to sell any assets to meet its obligation.

The report says the bank, which supplies Beatrice Bakery with its
operating capital has pledged to stand behind the company during
its reorganization, according to the release.  Mr. Leech said the
company was forced into the bankruptcy filing by a shareholder,
who along with other shareholders, had loaned the company money.
When the company was not able to pay the loans as they became due,
the shareholder filed suit in the United States District Court,
seeking to force the company to pay its loan.

Mr. Leech said the company's cash flow is strong and its debt to
equity ratios are well within the acceptable ranges.  With the
exception of the shareholder loans, he said the company is current
on all of its obligations, including payroll.

The report says, under the plan of reorganization, all secured and
unsecured creditors will be paid in full.


BEATRICE BAKERY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Beatrice Bakery Company
        aka Grandma's Bake Shoppe
        P.O. Box 457
        Beatrice, NE 68310-0457

Bankruptcy Case No.: 11-41828

Chapter 11 Petition Date: July 5, 2011

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: David P. Lepant, Esq.
                  LEPANT LAW OFFICE
                  119 North Fifth Street
                  Beatrice, NE 68310
                  Tel: (402) 223-4071
                  E-mail: lawoffice@lepantlaw.com

Scheduled Assets: $824,367

Scheduled Debts: $1,908,094

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/neb11-41828.pdf

The petition was signed by Gregory C. Leech, president.


BELTWAY 8: Plan Confirmation Hearing Set for Sept. 30
-----------------------------------------------------
Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle
District of Louisiana scheduled a hearing on Sept. 30, 2011, at
10:00 a.m., on the confirmation of Beltway 8 Associates, LP's
Chapter 11 plan.  Objections to the plan confirmation are due no
later than July 15.

The Plan is dated April 4, 2011.  As noted in the May 6, 2011
edition of the Troubled Company Reporter, the Plan proposes to pay
creditors 100% of their allowed claim.  Holders of general
unsecured creditors, owed $2.2 million, will recover on the
effective date of the Plan cash payment from the Debtor equal to
50% of their allowed claim and the remaining balance of each
allowed general unsecured claim will then bear interest from the
Effective Date until paid at the rate of 4% per annum.  The
remaining balance of principal and accrued interest due to each
unsecured holders will then be due and payable by the Debtor as a
lump sum payment one year after the occurrence of the Effective
Date.  Holders of equity interest will retain their interest but
will not receive any distributions under the Plan.

The Court entered an order dated June 6, approving the amended
disclosure statement dated May 31, 2011, explaining the Debtor's
Plan.

Creditors eligible to vote on the Plan have until Sept. 16, at
5:00 p.m. to cast in their ballots.

The Debtor is required to file a summary of ballots no later than
Sept. 23.

Confirmation-related discovery is to be concluded no later than
Sept. 1, the Court ruled.

                        About Beltway 8

Baton Rouge, Louisiana-based Beltway 8 Associates, LP, dba
Watermarke Apartments, owns and operates Watermarke Apartments, a
280 unit residential apartment complex located on approximately
15.6 acres in Houston, Texas.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. La. Case No. 11-10001) on Jan. 3, 2011.

Patrick S. Garrity, Esq., and William E. Steffes, Esq., at
Steffes, Vingiello & McKenzie, LLC, in Baton Rouge, La., serve as
the Debtor's bankruptcy counsel.  Judge Douglas D. Dodd presides
over the Chapter 11 case.  The Debtor disclosed $25.3 million in
assets and $25.4 million in liabilities as of the Chapter 11
filing.


BERNARD L MADOFF: Mets Seeks Dismissal, Notes of Brokerage Laws
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Fred Wilpon and Sterling Equities Inc., along with related
entities, are asking U.S. District Judge Jed Rakoff to dismiss the
$1 billion lawsuit filed by the trustee for Bernard L. Madoff
Investment Securities Inc. against them.

In the lawsuit, the Madoff trustee is looking to recover
$300 million in what he calls fictitious profits received by the
Wilpon Group from Mr. Madoff plus $700 million in principal taken
out in years before fraud was uncovered.

According to the report, the Wilpon group, owners of the New York
Mets baseball club, contends that brokerage customers have
"special protection under federal and state securities laws"
immunizing them from allegations they received fraudulent
transfers when the broker was conducting a fraud.  They add that
there can be no fraud from the perspective of a customer because
all payments "discharge the broker's legal obligations to its
customers."

Oral arguments before Judge Rakoff are scheduled for Aug. 19.  The
Madoff trustee is required to submit his opposition papers to the
dismissal motion by July 22.  The Wilpon group can submit another
filing on Aug. 12.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping $50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 18, 2011, a total of $6.85 billion in claims by
investors has been allowed, with $791.1 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BERNARD L MADOFF: UBS Suit, Like JPM's, Could Move to Dist. Court
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that UBS AG in all likelihood will have the opportunity to
seek immediate dismissal of all or part of a lawsuit where the
trustee of Bernard L. Madoff Investment Securities LLC seeks
$2.6 billion, claiming the bank looked the other way after seeing
red flags indicating that the Madoff firm might have been a scam.

According to the report, U.S. District Judge Colleen McMahon
decided June 7 that the UBS suit is similar to the Madoff
trustee's $19 billion complaint against JPMorgan Chase & Co.
Judge McMahon previously ruled that the JPMorgan case must be
taken away from the bankruptcy judge and handled in her court.
Although she gave the Madoff trustee until July 11 to file papers
explaining why the two lawsuits are different, she said in her
letter to the lawyers that taking the UBS case into her court
"seems likely."

The report relates that Judge McMahon removed the JPMorgan lawsuit
from bankruptcy court in May, saying it requires "significant
interpretation" of federal non-bankruptcy law that isn't within
the province of a bankruptcy court.

If UBS is intent on filing its own motion to dismiss, Judge
McMahon said the Zurich-based bank must adhere to the schedule
already set for the JPMorgan case.  "I am not going to slow down
the JPMorgan case just because UBS has gotten onto the train," she
said, according to Mr. Rochelle's report.

Mr. Rochelle relates that the schedule calls for JPMorgan to file
its motion to dismiss by Aug. 1. The trustee will answer Sept. 1,
allowing the bank to submit reply papers Sept. 16.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping $50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 18, 2011, a total of $6.85 billion in claims by
investors has been allowed, with $791.1 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BERNARD L MADOFF: Judge Likely to Approve Picard's UBS Case
-----------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that U.S. District
Judge Colleen McMahon on Thursday said she was likely to transfer
a pair of lawsuits seeking $2.6 billion from UBS AG unless the
trustee overseeing Bernard L. Madoff's investment company could
provide sufficient reason to keep the case in bankruptcy court.

Judge McMahon said in a letter to attorneys that she was likely to
approve the Swiss bank's request to have the case heard in
district court alongside Irving H. Picard's suit against JPMorgan
Chase & Co.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping $50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 18, 2011, a total of $6.85 billion in claims by
investors has been allowed, with $791.1 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BEST BUY: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Best Buy Plaza, LP
        940 Corbindale Road
        Houston, TX 77024

Bankruptcy Case No.: 11-35881

Chapter 11 Petition Date: July 6, 2011

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

Judge: Karen K. Brown

Debtor's Counsel: James B. Jameson, Esq.
                  JAMES B. JAMESON & ASSOCIATES
                  P.O. Box 980575
                  2211 Norfolk, Ste. 1150
                  Houston, TX 77098
                  Tel: (713) 807-1705
                  Fax: (713) 807-1710
                  E-mail: jbjameson@jamesonlaw.net

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

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

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

The petition was signed by Jon Arledge, president of Debtor's
limited partner.


BEXAR COUNTY: Moody's Cuts Rating on Revenue Bonds to 'Caa2'
------------------------------------------------------------
Moody's Investors Service has downgraded the rating on $11.4
million of outstanding Bexar County [TX] Housing Finance
Corporation Multifamily Housing Revenue Bonds (The Waters at
Northern Hills Apartments) Series 2001A to Caa2 from Caa1, and
affirmed the rating on $0.2 million of outstanding debt on the
subordinate Series 2001C at C. The outlook on the senior bonds
remains negative.

The downgrade of the rating on senior bonds is supported by the
project's continued reliance on debt service reserve funds in
order to make payment of debt service and moderate expectations
for recovery of principal. The affirmation of the rating on the
subordinate bonds is supported by the current default on debt
service payments, fully depleted reserves and no expectation for
recovery of principal.

The negative outlook reflects the uncertainty in the Project's
financial performance going forward as reflected in increasingly
thin debt service coverage leading to continuing reliance on
dwindling debt service reserves for payment of principal and
interest on the senior bonds, and deteriorating expectations for
recovery of principal.

The bonds are limited obligation of the Issuer, Bexar County [TX]
Housing Finance Corporation, payable from project revenues,
further secured by a mortgage on land, improvements, and equipment
therein; and Trustee-held funds reserve funds. The Senior bonds
(Series 2001 A) are insured as to timely payment of bond principal
and interest, and carry an insured rating of Baa1 consistent with
the rating of its insuring counterparty, National Public Finance
Guaranty.

STRENGTHS:

-- Project continues to make timely payments of debt service
   payments, albeit with support from debt service reserves

-- Recent initiatives by management have helped increase occupancy
   slightly

-- Project is performing better than budget on a year-to-date
   basis for 2011

-- Debt service reserve fund is invested in a guaranteed
   investment contract (GIC) with a highly rated provider

CHALLENGES:

-- Expense growth continues to outpace revenue growth

-- Occupancy levels remain significantly low

-- Project continues to tap reserves in order to make debt service
   payments

-- Project continues to appeal its accrued property tax liability,
   which once resolved will most likely place additional strain on
   cash flows

-- Soft local real estate sub-market with high levels of housing
   supply and rent competition

DETAILED CREDIT DISCUSSION

PROJECT BACKGROUND

Built in 1982, Waters at Northern Hills Apartments is a 304-unit
affordable multifamily housing development located in San Antonio,
Texas. The Project is approximately nine miles north of the
central business district and has good access to the City's
principal traffic arteries.

The property was acquired in 2001 by Waters at Northern Hills,
LLC, an entity solely controlled by Lynn Communities, Inc, a
Florida non-for-profit organized in 2000 for the purpose of
providing low-income housing, and related facilities and programs.

RECENT DEVELOPMENTS

Moody's review of the Project's audited financial statements for
2010 indicate that net operating income (before debt service)
declined over the prior year. Despite a slight increase in average
physical occupancy from 75% in 2009 to 79% in 2010, expense growth
outpaced revenue growth due to 1) flat increase in base rents, 2)
significant increase in maintenance and utility costs, and 3)
payment of an accrued property tax liability, in accordance with a
recent settlement with Bexar County in light of the property's
losing its tax exemption status.

In 2010, the project exhibited a 0.81x and 0.54x debt service
coverage level (not including contributions to the Repair and
Replacement fund) on the senior and subordinate bonds,
respectively. This represents a third yearly consecutive decline
in coverage. Average occupancy remained low at about 79% in 2010,
a slight increase over the prior year.

In 2010, the Project Owner made full and timely payments of debt
service on the senior bonds. However, given the thin debt service
coverage level, this required support from the project capitalized
debt service reserve account in the amount of $194,384, or about
20.5% of the total debt service requirement for 2010, as verified
by the bond Trustee. The debt service reserve account is currently
funded at $690,062, which represents 48% of the amount required by
the trust indenture. In 2011, it is unclear whether the Project
will require additional support to fulfill its debt service
requirements.

The Project Owner is recently appeal the Property's loss of tax
exemption with Bexar County and an associated accrued tax
liability of $1.2 million for years 2006 and 2007. The Property
lost such appeal and is currently on a payment plan with the
County in order to liquidate the accrued liability. Additionally,
the Project Owner is currently disputing tax bills of $364,711 and
$366,985 for years 2009 and 2010, respectively. Depending on the
outcome of the appeal, the Property may incur additional expenses
associated with these tax bills. According to the Project's 2010
audited financial statements, the Property currently maintains tax
exemption; however, Moody's believes that the uncertainty in the
property's future tax exemption status places negative credit
pressure on the bonds.
Outlook

The negative outlook reflects the uncertainty in the Project's
financial performance going forward as reflected in increasingly
thin debt service coverage ratio leading to continuing reliance on
dwindling debt service reserves for payment of principal and
interest on the senior bonds, and deteriorating expectations for
recovery of principal. As NOI continue to be influenced by the
recent trends in both the property and the local housing
submarket, recovery levels may decline further. In addition, the
ongoing dispute with Bexar County regarding the Property's tax
exemption status place into question the property's ability to
continue fulfilling its debt obligations in the future.

WHAT COULD MAKE THE RATING GO UP?:

-- A sustained improvement in occupancy levels

-- Increased debt service coverage due to improving operating
   ratios

-- Replenishment of the debt service reserve back to original
   underwritten levels

-- Improvement in local housing sub-market leading to increased
   expected principal recovery rate

WHAT COULD MAKE THE RATING GO DOWN?:

-- Continued decline in occupancy levels

-- Continued tapping of debt service reserves for payment of debt
   service

-- A default on debt service payment

-- Worsening of the local housing sub-market leading to greater
   loan-to-value ratio and lower expected principal recovery rate

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


BIOFUEL ENERGY: Units Terminate Marketing Pacts with Cargill
------------------------------------------------------------
BioFuel Energy Corp.'s operating subsidiaries, Buffalo Lake
Energy, LLC, and Pioneer Trail Energy, LLC, terminated their
respective Distillers Grains Marketing Agreements with Cargill,
Inc.  Pursuant to a Letter Agreement entered into on June 30,
2011, the subsidiaries also paid Cargill $277,000 in full
satisfaction of certain distillers grains marketing commissions
that had been deferred pursuant to those certain Omnibus
Agreements with Cargill dated July 30, 2009.

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $25.22 million on $453.41
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $19.70 million on $415.51 million of net sales
during the prior year.

The Company's balance sheet at March 31, 2011, showed $320.82
million in total assets, $220.71 million in total liabilities and
$100.11 million in total equity.

                      Going Concern Doubt;
                       Bankruptcy Warning

Grant Thornton LLP, in Denver, did not issue a going concern
qualification after auditing the Company's financial statements
for the year ended Dec. 31, 2010.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 2010.

In the Form 10-K for the year ended Dec. 31, 2010, the Company
noted that its ability to make payments on and refinance its $230
million senior debt facility -- of which $189.4 million was
outstanding as of Dec. 31, 2010 -- depends on its ability to
generate cash from operations.  The Company noted that during its
first two full years' of operations, it has been unable to
consistently generate positive cash flow.  In addition, it
continues to have, severely limited liquidity, with $7.4 million
of cash on hand as of Dec. 31, 2010.

"If we do not have sufficient cash flow to service our debt, we
would need to refinance all or part of our existing debt, sell
assets, borrow more money or raise additional capital, any or all
of which we may not be able to do on commercially reasonable terms
or at all.  If we are unable to do so, we may be required to
curtail operations or cease operating altogether, and could be
forced to seek relief from creditors through a filing under the
U.S. Bankruptcy Code.  Because the debt under our Senior Debt
Facility subjects substantially all of our assets to liens, there
may be no assets left for stockholders in the event of a
liquidation.  In the event of a foreclosure on all or
substantially all of our assets, we may not be able to continue to
operate as a going concern."


BIOLIFE SOLUTIONS: Reports $623,000 Preliminary Q2 Revenue
----------------------------------------------------------
BioLife Solutions, Inc., announced preliminary revenue of $623,000
for its second quarter ended June 30, 2011; an increase of 33%
compared to revenue of $467,771 reported in the same period last
year.  Sequentially, second quarter 2011 revenue increased 2% from
the first quarter of 2011.

Mike Rice, Chairman and CEO, commented on BioLife's revenue
performance by stating, "We are very pleased with our second
quarter revenue performance, now the fourth successive quarter of
record revenue.  Second quarter sales growth was a result of our
continued penetration into our strategic market segments of
biobanking, drug discovery, and regenerative medicine.  Also, our
indirect distribution channel continued to grow and sales through
the first two quarters of 2011 via this channel are now 25 percent
above the total for the full year 2010.  Finally, we continued to
fulfill significant contract manufacturing orders for our
strategic partners in the blood collection, transportation, and
storage sub-segments of the biobanking market."

Mr. Rice continued, "During the second quarter, we also
successfully completed supplier quality audits by leading
development stage regenerative medicine companies and supported
these and other customers in this segment as they incorporate our
proprietary HypoThermosol(R) and CryoStor(R) biopreservation media
products into their cell collection, manufacturing, and delivery
processes of novel therapies undergoing clinical trials.  We
believe that our regenerative medicine customers represent
significant future revenue potential for BioLife, should their
clinical products receive regulatory and marketing approvals, and
if our customers successfully commence commercial manufacturing
and distribution."

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.98 million on $2.08 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $2.77 million on $1.58 million of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.38 million in total assets, $11.48 million in total
liabilities, and a $10.10 million total shareholder's deficiency.

Peterson Sullivan LLP, in Seattle, Wash., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The accounting firm noted
that the Company has been unable to generate sufficient income
from operations in order to meet its operating needs and has an
accumulated deficit of approximately $52 million at Dec. 31, 2010.


BLACKBOARD INC: S&P Lowers Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Washington, D.C.-based Blackboard Inc. to 'B+' from
'BB-' and revised the CreditWatch implications to negative from
developing.

"We also withdrew the existing 'BB-' rating on the company's
senior convertible notes following their redemption after the
completion of Blackboard's tender offer for them," S&P stated.

The rating action follows the Company's announcement that it has
entered into a definitive agreement under which it will be
acquired by an investor group led by affiliates of Providence
equity partners in an all-cash transaction valued at
$1.64 billion.  The transaction is expected to close in the fourth
quarter of 2011.

"Previously, the company had announced that it was weighing
strategic alternatives, which resulted in the April 25 CreditWatch
listing with developing implications, meaning that we could raise
or lower the rating," S&P said.

With the signing of the agreement, S&P lowered the rating to 'B+'.

"In accordance with our criteria, we are very unlikely to rate
companies owned by private-equity firms above the 'B' category due
to the investors' financial policies," said Standard & Poor's
credit analyst Jacob L. Schlanger.

"We will monitor the transaction and, depending on the financial
structure of the firm when the deal is consummated, we may
maintain the rating at this level or lower it further," S&P said.

The company is a provider of enterprise software applications to
educational institutions and publishers with a business profile
that S&P assesses as weak.

For the quarter ended March 31, 2011, the company reported a 17%
increase in revenue to $118 million and a $3.4 million loss.


BLALOCK ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Blalock Electric Service, Inc.
        145 Maple Avenue
        Johnstown, PA 15901

Bankruptcy Case No.: 11-70731

Chapter 11 Petition Date: July 6, 2011

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Judge: Jeffery A. Deller

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

Estimated Assets: $0 to $50,000

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/pawb11-70731.pdf

The petition was signed by Larry Blalock, president.


BOND RANCH: Creditor Can Pursue Action to Recover Balance
---------------------------------------------------------
Judge Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona granted Del Rio Springs, LLC's motion to lift
the automatic stay to pursue an action to recover from The Bond
Ranch at Del Rio Springs, LLC balance after sale or foreclosure on
a certain property under trust deed.

Pursuant to a minute entry for the June 28, 2011 hearing, Kelly
Singer, Esq., counsel to the Debtor, explained to the court that
they have a time limit.  He further related that the Debtor does
not have a position on the motion itself.

In March 2011, the Court terminated the automatic stay to allow
Del Rio Springs to proceed with a trustee sale of a property
referring to 3,000 acres of real property owned by the Debtor and
as to all other property that is subject to the creditor's deeds
of trust.  The property was then sold to DRSLP at a non-judicial
trustee's sale held on April 1, 2011.  At that sale, the price bid
was $14,000,000, which was the fair market value.

Del Rio thus sought leave for commencement and pursuit of an
action against the Debtor to preserve and establish the right to -
- a deficiency judgment pursuant to Section 33-814 of Arizona
Revised Statutes.

With the Debtor's single asset having been sold, Del Rio has
anticipated that the Debtor's Chapter 11 case would be dismissed.
Instead, although Del Rio has understood that dismissal was being
considered and has now been advised that a motion to dismiss will
be filed, the Chapter 11 case remains pending and the automatic
stay remains in effect.

          About The Bond Ranch at Del Rio Springs

The Bond Ranch at Del Rio Springs LLC, filed for Chapter 11
protection in Phoenix (Bankr. D. Ariz. Case No. 10-
10174) on April 8, 2011.  The Debtor, also known as The Bond Ranch
and as Del Rio Springs, estimated assets in the range of
$50 million to $100 million and debts ranging from $10 million to
$50 million.


BONDS.COM GROUP: Seven Directors Elected at Annual Meeting
----------------------------------------------------------
Bonds.com Group, Inc., held its 2011 Annual Meeting of
Stockholders.  The proposals voted upon at the 2011 Annual Meeting
were (1) the election of Edwin L. Knetzger, III, Michael O.
Sanderson, David S. Bensol, Jeffrey M. Chertoff, George P. James,
Patricia Kemp and H. Eugene Lockhart as directors of the Company
to serve until the 2012 Annual Meeting of Stockholders, (2) the
amendment of the Company's Certificate of Incorporation to
increase the number of shares of common stock the Company is
authorized to issue from 300,000,000 to 1,500,000,000, and (3) the
adjournment, postponement or continuation of the meeting if
necessary to permit further solicitation of proxies if there were
insufficient votes to approve either of the foregoing proposals.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

The Company reported a net loss applicable to common stockholders
of $12.51 million on $2.71 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss applicable to common
stockholders of $4.69 million on $3.90 million of revenue during
the prior year.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

"We have a history of operating losses since our inception in
2005, and have a working capital deficit of approximately
$4.4 million and an accumulated deficit of approximately
$28.6 million at Dec. 31, 2010, which together raises doubt about
the Company's ability to continue as a going concern," the Company
acknowledged in the Form 10-K.

The Company's balance sheet at March 31, 2011, showed $6.26
million in total assets, $11.29 million in total liabilities and a
$5.03 million stockholders' deficit.


BRIDGETECH HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Bridgetech Holdings International, Inc.
        777 S. Highway 101, Suite 215
        Solana Beach, CA 92075

Bankruptcy Case No.: 11-11264

Chapter 11 Petition Date: July 6, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: James M. LaGanke, Esq.
                  JAMES M. LAGANKE PLLC
                  13236 North 7th Street, Suite 4257
                  Phoenix, AZ 85022
                  Tel: (602) 279-6399

Estimated Assets: $0 to $50,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Scott Landow, CEO.


CARDINAL FASTENER: In Chapter 11, Suspends Operations
-----------------------------------------------------
John Funk at the Plain Dealer reports that Cardinal Fastener &
Specialty Co. filed for Chapter 11 bankruptcy and suspended
operations.

According to the report, company president John Grabner said the
voluntary filing was necessary "largely as a result of an impasse
in negotiations with Wells Fargo, our primary lender, regarding
working capital financing."  Mr. Grabner said the Company
continues is strong growth in revenue and remains profitable on an
operating level.

Jeff Grabner, vice president and head of the Company's wind
business, said earlier that Cardinal had been losing business to
European parts makers who had underbid Cardinal and had reduced
its workforce from 65 a year ago to about 50.

The Company's complaints and the complaints of other wind chain
supply companies prompted GLWN (Great Lakes Wind Network) to call
a national conference here on July 13 and 14 to find a way to help
U.S. suppliers.

Cardinal Fastener & Specialty Co. is a bolt-maker that became a
supplier to the U.S. and European wind turbine industry in 2007.

Cardinal Fastener filed a Chapter 11 petition (Bankr. N.D. Ohio
Case No. 11-15719) on June 30, 2011.  Rocco I. Debitetto, Esq., at
HAHN LOESER + PARKS LLP, in Cleveland, serves as counsel to the
Debtor.  The Debtor estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


CARESTREAM HEALTH: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Carestream Health,
Inc., is a borrower traded in the secondary market at 93.56 cents-
on-the-dollar during the week ended Friday, July 8, 2011, an
increase of 0.33 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 350 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Feb. 22, 2017, and carries Moody's 'B1' rating and Standard &
Poor's 'BB-' rating.  The loan is one of the biggest gainers and
losers among 213 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                     About Carestream Health

Carestream Health, Inc., headquartered in Rochester, New York is a
supplier of imaging and IT systems to the medical and dental
communities and, also, to other markets.  Formerly operating as
the Health Group division of Eastman Kodak, the company was
acquired by Toronto-based Onex Corporation and Onex Partners II LP
in early 2007.  For the twelve months ended Sept. 30, 2010,
Carestream had revenues of $2.3 billion.

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's affirmed the 'B1' corporate family rating of Carestream
Health, Inc.  Concurrently, Moody's assigned a 'B1' to the
proposed $2 billion credit facility including a $150 million first
lien senior secured revolver and a $1.85 billion first lien term
loan.  Proceeds of the proposed credit facility will be used to
retire the existing first and second lien credit agreements and
pay a $200 million dividend to equity sponsor, Onex.  The outlook
for the ratings is stable.

The 'B1' corporate family rating is supported by the company's
leading market position, large revenue base and diversified global
operations.  The ratings outlook could improve if the company is
able to more than offset the decline in the film business with
growth in its other businesses such that the company demonstrates
sustained revenue and profitability growth.

The TCR also reported that Standard & Poor's assigned its 'BB-'
issue-level rating (one notch above the company's corporate credit
rating) to Rochester, N.Y.-based Carestream Health, Inc.'s
proposed new $2 billion senior secured credit facility.  The
recovery rating is '2', indicating S&P's expectation of
substantial (70%-90%) recovery in the event of a default scenario.
S&P expects the company to use the proceeds to refinance existing
debt and pay a $200 million dividend to sponsor Onex Corp.  The
proposed facility includes a $150 million revolver.  At the same
time, S&P affirmed Carestream's 'B+' corporate credit rating.  The
outlook is stable.

"The ratings on Carestream reflect S&P's expectation that the
company is likely to maintain its operating margin of around 20%
despite the challenging long-term outlook for the analog medical
imaging industry," said Standard & Poor's credit analyst Sarah
Wyeth.  S&P believes modest capital expenditures will enable the
company to continue to generate good free cash flow and gradually
pay down debt.


CARPENTER CONTRACTORS: Has Until July 23 to Decide on Leases
------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida extended until July 23, 2011,
Carpenter Contractors of America, Inc., et al.'s time to assume or
reject unexpired leases of real property with FLA Owner, LLC, WL
Properties, and Donald Thiel.

As reported in the Troubled Company Reporter on June 16, 2011, the
Debtors explained they need more time to assess and to make a
decision as to which leasehold interests they will need to retain
as part of their reorganization and which leasehold interests may
be rejected in furtherance of the Debtors' rehabilitative efforts.

The Debtors are parties to prepetition leases with:

   1. Donald L. Thiel for the use of non-residential real
      properties located at 941 SW 12th Ave., Pompano Beach,
      Florida; 3900 Ave. G., NW, New Haven, Florida; 190 Gills
      Hill Road, Fayetteville, North Caronina; and 2340 Newburg
      Road, Belvidere, Illinois.

   2. FLA Owner, LLC for the use of non-residential real property
      located at 9950 Princess Palm Ave., Tampa, Florida.

   3. WL Properties for the use of non-residential real property
      located at 2160 and 2162 Andrea Lane, Ft. Myers, Florida.

                   About Carpenter Contractors

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

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

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

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


CARPENTER CONTRACTORS: Has Until July 22 to File a Chapter 11 Plan
------------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida extended until July 22, 2011,
Carpenter Contractors of America, Inc., et al.'s exclusive period
to file a propose chapter 11 plan.

As reported in the Troubled Company Reporter on June 16, the
Debtors need more time to finalize their projections and other
significant data based upon postpetition operations.  The Debtors
add that the additional time will facilitate their ability to file
a confirmable plan.

The Debtors related that they have resolved the issues with their
primary secured lender, First American Bank both as to final terms
for use of cash collateral and debtor-in-possession lending, well
as the parameters of plan treatment.

                   About Carpenter Contractors

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

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

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

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


CCS INCOME: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which CCS Corporation,
formerly known as CCS Income Trust, is a borrower traded in the
secondary market at 95.10 cents-on-the-dollar during the week
ended Friday, July 8, 2011, an increase of 0.27 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
300 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Nov. 5, 2014, and carries Moody's B2 rating
and Standard & Poor's B  rating.  The loan is one of the biggest
gainers and losers among 213 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About CCS Corporation

CCS Corporation is an opportunity-rich growth organization that
provides energy and environmental waste management services.
Focused on disciplined growth, CCS maintains its long-term
comprehensive commitment to environmental stewardship by
continually setting -- and raising -- industry standards.  CCS
services the global energy and environment sectors through four
major divisions; CCS Midstream Services, CCS Energy Marketing,
HAZCO Environmental & Decommissioning Services and Concord Well
Servicing.  CCS was formerly known as CCS Income Trust and changed
its name on Nov. 14, 2007.  The Company was founded in 1984 and is
based in Calgary, Canada.

                         *     *     *

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

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


CDC PROPERTIES: Can Obtain $435,000 DIP Loan from MLMT
------------------------------------------------------
Judge Paul B. Snyder of the U.S. Bankruptcy Court for the Western
District of Washington, at Tacoma, authorizes CDC Properties II,
LLC to obtain a loan in the amount of $435,000 from MLMT 2004-BPC1
Prium Portfolio LLC.

The DIP Loan will be considered an advance under a prepetition
loan referred to a as "Loan A" to Debtor currently held by MLMT,
and will have the same terms, security and priority as Loan A.
Loan A is in the original principal amount of $31,800,000.  The
Debtor will use the proceeds of the DIP Loan solely to fund
improvements requested by Summit Marketing Associates, LLC, as
lessee, of the Debtor's property located at 612 Woodland Square
Loop, in Lacey, Washington.

The Court also approved the prepetition execution of Evergreen
Olympic Properties, Inc., also known as The Rants Group, of the
Summit Lease.  The Summit Lease is deemed to be assumed by The
Rants Group and the Debtor, and constitutes a binding obligation
of The Rants Group, in its capacity as receiver, as well as the
Debtor and its bankruptcy estate.

The Court authorized The Rants Group to continue to use Cash
Collateral through Aug. 31, 2011, only for the routine management
and maintenance expenses for the Lacey Properties.

MLMT's security interests and liens in and to postpetition rents
and other income arising from leases entered into prior to the
Petition Date, and in those leases themselves, will continue to
the full extent that the security interests and liens were valid,
subsisting and perfected as of the Petition Date.

Solely to the extent of any Cash Collateral used or diminution in
the value of the interest of MLMT in the Prepetition Collateral,
MLMT is granted security interests and liens in and to (i) all
leases that The Rants Group has entered into or may enter into
following the Petition Date, and (ii) all rents and other income
The Rants Group receives on account of leases entered into
following the Petition Date.

The Replacement Liens granted are valid, perfected and enforceable
security interests and liens.

MLMT is also granted the right to seek allowance of a claim under
Section 507(b) of the Bankruptcy Code in the amount of any
insufficiency of the protection of MLMT's interests in the
Prepetition Collateral.

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

               http://ResearchArchives.com/t/s?766b

                    About CDC Properties II LLC

Tacoma, Washington-based CDC Properties II LLC filed for Chapter
11 bankruptcy (Bank. W.D. Wash. Case No. 11-44554) on June 2,
2011.  Judge Paul B. Snyder presides over the case.  Brad A.
Goergen, Esq., at Graham & Dunn PC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Thomas W. Price,
member/manager.

Affiliate CDC Properties I, LLC, sought Chapter 11 protection
(Case No. 10-41010) on Feb. 2, 2010.  Prium Kent Retail, LLC.
Prium Lakewood Buildings, and Prium Meeker Mall LLC filed separate
Chapter 11 petitions in 2010.


CELL THERAPEUTICS: To Sell $30 Million Preferred Shares
-------------------------------------------------------
Cell Therapeutics, Inc., entered into an agreement to sell,
subject to customary closing conditions, $30 million of shares of
its Series 13 Preferred Stock and warrants to purchase shares of
its common stock in a registered offering to six institutional
investors.  Each share of Series 13 Preferred Stock is convertible
at the option of the holder, at any time during its existence,
into approximately 588 shares of common stock at a conversion
price of $1.70 per share of common stock, for a total of
approximately 17,647,059 shares of common stock.

In connection with the offering, the investors received warrants
to purchase up to 8,820,000 shares of common stock.  The warrants
have an exercise price of $2.15 per warrant share, for total
potential additional proceeds to the Company of approximately $19
million upon exercise of the warrants for cash.  The warrants are
exercisable beginning six months and one day after the date of
issuance and expire five years and one day after the date of
issuance.

The Company intends to use the net proceeds from the offering for
general corporate purposes, which may include, among other things,
paying interest on or retiring portions of its outstanding debt,
funding research and development, preclinical and clinical trials,
the preparation and filing of new drug applications and general
working capital.  The Company may also use a portion of the net
proceeds to fund possible investments in, or acquisitions of,
complementary businesses, technologies or products.  The Company
has recently engaged in limited discussions with third parties
regarding those investments or acquisitions, but has no current
agreements or commitments with respect to any investment or
acquisition.

Shares of the Series 13 Preferred Stock will receive dividends in
the same amount as any dividends declared and paid on shares of
common stock and have no voting rights on general corporate
matters.

The closing of the offering is expected to occur on July 5, 2011,
at which time the Company will receive the cash proceeds and
deliver the securities.

Rodman & Renshaw, LLC, a wholly-owned subsidiary of Rodman &
Renshaw Capital Group, Inc., acted as the exclusive placement
agent for the offering.  Trout Capital LLC provided financial
advisory services.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company's balance sheet at March 31, 2011 showed
$60.92 million in total assets, $43.11 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$4.35 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.


CHARLESTON ASSOCIATES: Can Use Cash Collateral Through August
-------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved the stipulation allowing Charleston
Associates, LLC, to use cash collateral from July 1 through
Aug. 31, 2011.

The stipulation was inked with C-III Asset Management LLC, as
special servicer on behalf of Bank of America, National
Association, to whom the Debtor has a $64,009,890 prepetition
debt.

The BofA is granted liens in the assets of the Debtor's estate to
the same extent, and with the same validity and priority, as its
prepetition liens on those assets.

The cash collateral, which includes all income generated and rents
from the Debtor's shopping mall, will be used to fund the ordinary
and necessary, as well as reasonable, costs of operating and
maintaining the Shopping Center and certain professional fees and
expenses.

The Debtor will pay the BofA $225,000 in interim settlement and
interim compromise of certain outstanding disputes between the
parties with respect to valuation of the Shopping Center.

A full-text copy of the stipulation with the cash collateral
budget is available for free at:

              http://ResearchArchives.com/t/s?766c

                  About Charleston Associates

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

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

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


CLAIRE'S STORES: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 91.34 cents-
on-the-dollar during the week ended Friday, July 8, 2011, an
increase of 0.94 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
29, 2014, and carries Moody's B3 rating and Standard & Poor's 'B'
rating.  The loan is one of the biggest gainers and losers among
213 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

The Company's balance sheet at April 30, 2011, showed $2.86
billion in total assets, $249.40 million in total current
liabilities, $2.64 billion in long-term debt, and a stockholders'
deficit of $26.70 million.  Claire's Stores carries 'Caa2'
corporate family and probability of default ratings, with
'positive' outlook, from Moody's Investors Service, and 'B-'
issuer credit ratings, with 'stable' outlook, from Standard &
Poor's.

                         *     *     *

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending Oct. 30, 2010, Claire's debt to EBITDA was very high
at 9.3 times.


CLEAR CHANNEL: Bank Debt Trades at 16% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 84.33 cents-on-the-dollar during the week ended Friday, July 8,
2011, an increase of 0.93 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's 'Caa1' rating and Standard & Poor's
'CCC+' rating.  The loan is one of the biggest gainers and losers
among 213 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                 About CC Media and Clear Channel

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

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

                           *     *     *

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

In February 2011, Standard & Poor's affirmed its 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.  S&P said the 'CCC+' corporate credit rating
on CC Media Holdings Inc. reflects the risks surrounding the
longer-term viability of the company's capital structure - in
particular, refinancing risk relating to sizable secured debt
maturities in 2014 ($3.2 billion pro forma for the transaction)
and 2016 ($10.4 billion).  In S&P's view, the company has a
satisfactory business risk profile, due to its position as the
largest radio and global outdoor advertising operator, its good
geographic and market diversity, and moderate long-term growth
prospects at the outdoor business.  S&P views the financial risk
profile as highly leveraged, given the company's significant
refinancing risk, roughly break-even EBITDA coverage of interest
expense, and slim discretionary cash flow.

On June 13, 2011, Fitch Ratings assigned a 'CCC/RR4' rating to
Clear Channel Communications' $750 million senior secured notes
offering, which is an add-on to the $1 billion 9.0% senior secured
notes maturing March 2021 that were issued in February 2011.
Fitch currently has a 'CCC' Issuer Default Rating on Clear
Channel.  The Rating Outlook is Stable.

Fitch expects $250 million of the proceeds will be used to repay
Clear Channel's 5.0% senior unsecured legacy note maturity in
March 2012.  The remainder will be used for general corporate
purposes, including replenishing approximately $333 million of
cash on hand that the company deployed to repay senior unsecured
legacy notes in March and May 2011 (combined with $500 million of
the original February issuance), which is allowed under the
recently amended credit agreement (amended February 2011).  Clear
Channel also disclosed that it would voluntarily repay the $321
million outstanding under its asset-backed loan (ABL) facility
prior to the completion of the offering.


CMB III: Union Fidelity Gets Adequate Protection Payments
---------------------------------------------------------
Judge George B. Nielsen of the U.S. Bankruptcy Court for District
of Arizona directed C.M.B. III to provide monthly adequate
protection payments to Union Fidelity Life Insurance Company, for
$59,566, commencing on June 1, 2011 and on the first day of each
month thereafter.

Union Fidelity filed with the Court a motion to lift the automatic
stay due to lack of adequate protection resulting from the
postpetition depreciation of a mixed-use commercial complex
located at 13450-13610 N. Black Canyon Freeway, Phoenix, Arizona
due to expiring leases, lack of proper maintenance, accruing
postpetition tax liabilities, and lack of adequate protection in
accruing rents.

                         About C.M.B. III

Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496) on
Sept. 23, 2010.  Richard M. Lorenzen, Esq., Perkins Coie Brown &
Bain P.A., assists the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Chapter 11 filing.


COLORADO CAPITAL: Closed; First-Citizens Bank Assumes Deposits
--------------------------------------------------------------
Colorado Capital Bank of Castle Rock, Colo., was closed on Friday,
July 8, 2011, by the Colorado Division of Banking, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with First-Citizens Bank & Trust Company of Raleigh,
N.C., to assume all of the deposits of Colorado Capital Bank.

The seven branches of Colorado Capital Bank will reopen during
normal banking hours as branches of First-Citizens Bank & Trust
Company.  Depositors of Colorado Capital Bank will automatically
become depositors of First-Citizens Bank & Trust Company.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to applicable
limits.  Customers of Colorado Capital Bank should continue to use
their existing branch until they receive notice from First-
Citizens Bank & Trust Company that it has completed systems
changes to allow other First-Citizens Bank & Trust Company
branches to process their accounts as well.

As of March 31, 2011, Colorado Capital Bank had around $717.5
million in total assets and $672.8 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
First-Citizens Bank & Trust Company agreed to purchase essentially
all of the assets.

The FDIC and First-Citizens Bank & Trust Company entered into a
loss-share transaction on $580.0 million of Colorado Capital
Bank's assets.  First-Citizens Bank & Trust Company will share in
the losses on the asset pools covered under the loss-share
agreement.  The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector.  The transaction also is expected to minimize disruptions
for loan customers.  For more information on loss share, please
visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-508-8289.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/coloradocapital.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $283.8 million.  Compared to other alternatives, First-
Citizens Bank & Trust Company's acquisition was the least costly
resolution for the FDIC's DIF.  Colorado Capital Bank is the 50th
FDIC-insured institution to fail in the nation this year, and the
third in Colorado.  The last FDIC-insured institution closed in
the state was FirsTier Bank, Louisville, on January 28, 2011.


COMMERCIAL CAPITAL: Obtains Nod of Settlement with West LB, CCIF
----------------------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado authorized James T. Markus, the Chapter 11
trustee for the estate of Commercial Capital, Inc. to enter into a
settlement agreement with CCI Funding I, LLC and West LB.

The Settlement Agreement will fully and finally compromise and
resolve an adversary proceeding commenced by Janice A. Steinle,
Esq., the Chapter 11 Trustee of the CCIF estate, against Simon E.
Rodriguez, Esq., interim Chapter 11 trustee for CCI, and the
Official Committee of Unsecured Creditors of the CCI estate,
seeking a declaratory judgment and turnover of property of the
CCIF estate.

Pursuant to the settlement, the proceeds of a $1.275 million-
account at KeyBank -- Monroe Proceeds Account, a $950,000 million-
account at KeyBank -- Babcock Proceeds Account, and $60,000-
account and $625,000-account at KeyBank -- General CCI Trustee
Account will be disposed of as :

   (a) The CCI Trustee will retain $800,000 of the Monroe Proceeds
       Account.

   (b) The CCI Trustee will retain $500,000 from the General CCI
       Trustee Account.

   (c) All funds in the Babcock Proceeds Account and all remaining
       funds in the Monroe Proceeds Account and the General CCI
       Trustee Account will be transferred from the CCI Trustee to
       the CCIF Trustee.

The CCIF Trustee and West LB will disclaim any and all interest
in a parcel of real property located in Ouray, Ouray County,
Colorado and in any proceeds thereof, and will consent to the
transfer of the Sloan Ouray Property to the CCI Trustee.

The CCIF Trustee will pay to the CCI Trustee a sum equal to 1.0%
of all Net Proceeds arising from the liquidation of the CCIF
Mortgage Notes Portfolio, provided, that if upon the earlier to
occur of:

   (i) 18 months from the consummation of the settlement Effective
       Date or liquidation of substantially all of the CCIF
       Mortgage Notes Portfolio the amount paid to the CCI Trustee
       pursuant to this provision is less than $250,000; or

  (ii) the date all matters, proceedings and dispositions of the
       CCI estate have been concluded, the amount paid to the CCI
       Trustee is less than $250,000,

then the CCIF Trustee will pay to the CCI Trustee the difference
between the net postclosing realization amount theretofore paid
under this provision and $250,000, and the CCIF Trustee's
obligation to pay 1.0% of future Net Proceeds arising from the
liquidation of about 60 commercial real estate loans, 54 of which
remain outstanding as of the CCI Petition Date will cease.

The Net Proceeds Claim will be deemed and construed as an allowed
chapter 11 administrative expense claim in the CCIF Case.

The parties will consent to the entry of a judgment in the
Adversary Proceeding in the form set forth in the Settlement.

The CCI Trustee will turn over to the CCIF Trustee all assets in
the CCI Trustee's name or possession relating to all remaining
Mortgage Loans and Mortgage Loan Collateral not otherwise retained
or conveyed to the CCI Trustee.

The CCIF estate will have an allowed $2 million general
unsecured claim in the CCI Case.

The CCI Parties will release the CCIF Parties and West LB and the
CCIF Parties and West LB will release the CCI Parties.

                    About Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.

Commercial Capital and CCI Funding filed separate petitions for
Chapter 11 protection on April 22, 2009, and April 24, 2009,
respectively (Bankr. D. Colo. Lead Case No. 09-17238).  Robert
Padjen, Esq., at Laufer and Padjen LLC, assists Commercial Capital
in its restructuring efforts.  In its bankruptcy petition,
Commercial Capital estimated between $100 million and $500 million
in assets, and between $50 million and $100 million in debts.  CCI
Funding estimated between $100 million and $500 million each in
assets and debts.


COMMONWEALTH BANKSHARES: Directed to Restore Adequate Capital
-------------------------------------------------------------
Commonwealth Bankshares, Inc., announced that it is expediting
efforts to increase Bank of the Commonwealth's equity position
just as the Board of Governors of the Federal Reserve System and
the Bank executed a Prompt Corrective Action Directive, effective
July 1, 2011, requiring the Bank return to adequate levels of
capital in 30 days, or such additional time as the Board of
Governors may permit.

The Directive also imposes restrictions on capital distributions,
deposit rate restrictions, and restrictions on asset growth and
branching.  Management and the Board are fully committed to
restoring the Bank's capital levels and return the Bank to
profitability.

Commonwealth has diligently been working with FIG Partners LLC of
Atlanta, Ga., and McKinnon & Company, Inc., of Norfolk, Va., to
explore strategic options that would return Commonwealth to
acceptable levels of capital as required by the Federal Reserve.
In addition, Commonwealth has hired the legal firm DLA Piper, LLP,
of Washington, D.C., the accounting firm KPMG, LLP, of Norfolk,
Va., RP Financial, LC, of Arlington, Va., Clayton Commercial
Services of Shelton, Conn., and Longitude Capital Advisors, LLC,
of Elmhurst, Ill.

"These firms are preeminent companies that are essential to our
efforts of identifying strategic opportunities to strengthen our
capital position, improve our financial performance and
shareholder value," said Commonwealth Bankshares President and CEO
Chris Beisel.  "Both the investment banking firms and the related
assisting companies actually began working with our team earlier
this year.  We are pleased with their progress to date and are
hopeful for their planned success, realizing, however, that we
still have a distance to go in overcoming our challenges."

Commonwealth's capital ratios fell below regulatory minimums after
the bank took steps to reclassify all of its loans, moving a
significant number of earning assets to a non-accruing status.
Many loans were also downgraded after re-adjusting their values
based on new appraisals and evaluations.

"Our portfolios are basically now clean, especially for the larger
credits," Beisel said.  "We have made a lot of progress in the
past year of working through our problem credits.  Unfortunately,
our capital levels have suffered as a result.  Yet, this point was
the point we needed to get to in order to fully identify and
quantify our problems followed by setting a corrective course
which has been accomplished."

                   About Commonwealth Bankshares

Norfolk, Va.-based Commonwealth Bankshares, Inc., (Nasdaq:CWBS)
-- http://www.bankofthecommonwealth.com/-- is the parent of Bank
of the Commonwealth which opened its first office in Norfolk,
Virginia, in 1971.  Bank of the Commonwealth has 21 bank branches
strategically located throughout the Hampton Roads and Eastern
North Carolina regions.

The Company's balance sheet at March 31, 2011, showed
$1.032 billion in total assets, $1.011 billion in total
liabilities, and stockholders' equity of $21.6 million.

As reported by the TCR on May 31, 2011, Witt Mares, PLC, in
Norfolk, Virginia, expressed substantial doubt about Commonwealth
Bankshares' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that of
the Company's continued operating losses and deterioration of the
loan portfolio, undercapitalized status, liquidity restrictions,
and other restrictions as a result of regulatory agreements.


COMMUNITY HEALTH: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
97.63 cents-on-the-dollar during the week ended Friday, July 8,
2011, an increase of 0.30 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 350 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
July 25, 2017, and carries Moody's 'Ba3' rating and Standard &
Poor's 'BB' rating.  The loan is one of the biggest gainers and
losers among 213 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Community Health

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.

As reported by the Troubled Company Reporter on Dec. 14, 2010,
Fitch Ratings has placed Community Health Systems, Inc.'s ratings
on Rating Watch Negative.  Community's existing ratings are Issuer
Default Rating, at 'B'; Secured Bank Credit Facility, at 'BB/RR1';
and Senior Unsecured Notes, at 'B/RR4'.  The ratings apply to
approximately $8.9 billion in debt outstanding as of Sept. 30,
2010.  Community's ratings have been placed on Negative Watch
following the company's bid to acquire Tenet Healthcare Corp.
Fitch believes that should Community be successful in its bid to
acquire Tenet, it will add pressure to Community's credit profile.
Based on what is known about the terms of Community's bid for
Tenet, the transaction as currently contemplated could add roughly
$2.7 billion in debt to the consolidated capital structure.  At
Sept. 30, 2010, Community's total debt-to-EBITDA equaled 5.1x, and
pro forma for the transaction Fitch believes debt of the
consolidated company could approach 5.8x EBITDA -- prior to the
realization of any potential operating synergies.

On June 15, 2011, Moody's confirmed the existing ratings of
Community Health Systems, Inc., including the B1 Corporate Family
and Probability of Default Ratings.  The confirmation of the
ratings concludes the review for possible downgrade that was
initiated on Dec. 10, 2010.  The outlook for the ratings is
negative.  Moody's affirmed the company's Speculative Grade
Liquidity Rating at SGL-1 reflecting the expectation that the
company will continue to have very good liquidity.  The conclusion
of the review follows the termination of the pursuit of the
acquisition of Tenet Healthcare Corporation that began with an
unsolicited offer in December 2010, which Moody's believes would
have resulted in a considerable increase in debt.  "The negative
rating outlook reflects our concern around potential adverse
developments associated with the confluence of issues that
surfaced during the company's pursuit of Tenet," said Dean Diaz, a
Senior Credit Officer at Moody's.  Moody's believes that these
issues, including a subpoena for documents from the SEC, an
ongoing investigation by the OIG and potential shareholder
litigation, increase the risk of an event that could lead to a
negative rating action.


CONSUMER PRODUCTS: Cannot Proceed Pro Se, Ch 11 Case Dismissed
--------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York dismissed the Chapter 11 case of
Consumer Products Services Group, Inc.

Judge Trust explains that a corporation, which is an artificial
entity that can only act through agents, cannot proceed pro se in
a Chapter 11 case.

Judge Trust also discharged the trustee of the estate and canceled
the bond.

                      About Consumer Products

Michael Bober, Frank B. Wigley, and Yitz Grossman filed an
involuntary Chapter 11 case for Deer Park, New York-based Consumer
Products Services Group, Inc. (Bankr. E.D. Case No. 11-71248) on
March 4, 2011.  The petitioners were represented by Zinker &
Herzberg, LLP.  On March 30, 2011, an order for relief was
entered, whereby Consumer Products became a Debtor under Chapter
11.


CONTECH CONST'N: Bank Debt Trades at 18% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Contech
Construction Products, Inc., is a borrower traded in the secondary
market at 82.27 cents-on-the-dollar during the week ended Friday,
July 8, 2011, an increase of 0.29 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 31, 2013, and carries Moody's 'Caa1' rating and
Standard & Poor's 'B' rating.  The loan is one of the biggest
gainers and losers among 213 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                    About Contech Construction

Headquartered in West Chester, Ohio, Contech Construction
Products, Inc. -- http://www.contech-cpi.com/-- makes,
distributes, and installs civil engineering products related to
environmental storm water, drainage, bridges, walls, and earth
stabilization.  Contech has dealers, distributors, or
manufacturing plants in all 50 U.S. states and a national sales
organization of more than 350 people.  Investment firm Apax
Partners owns Contech.

As reported by the Troubled Company Reporter on June 6, 2011,
Standard & Poor's revised its outlook on West Chester, Ohio-based
Contech Construction Products, Inc., to negative from stable.  "At
the same time, we affirmed our ratings on Contech, including the
'B-' corporate credit rating," S&P stated.  "The outlook revision
reflects our assessment of Contech's limited near-term liquidity
due to higher-than-expected borrowings on its revolving credit
facility to support higher steel costs," said Standard & Poor's
credit analyst Thomas Nadramia.

"The outlook revision also reflects that Contech's operating
environment is likely to remain difficult in the near term,
resulting in reduced cushion in the company's minimum EBITDA
covenant, which governs its revolving credit facility and term
loan.  The minimum EBITDA requirement continues to step up over
the next several quarters.  However, our current expectation is
that liquidity will likely remain at, or near, current reduced
levels in the next two quarters until seasonal cash collections
begin in the last quarter of 2011."


CTC CABLE: Mercury Cable Receives Stay of Patent Litigation
-----------------------------------------------------------
Mercury Cable & Energy, Inc. has settled its State court
litigation with CTC Cable Corporation and that the U.S. District
Court has ordered a stay of the Mercury/CTC Federal Court Patent
Proceeding pending the outcome of the CTC Cable (OTCBB:CPTCQ.OB)
Chapter 11 bankruptcy and the "proposed sale of substantially all
of CTC's assets".  Mercury Cable also received notification from
the United States Patent and Trademark Office (USPTO) regarding
Patent 7,179,522 (`522) owned by CTC Cable Corporation ("CTC").
In the office action the USPTO rejected claims 1-16 of the `522
patent.

The `522 USPTO filings may be viewed using application number
90,011,402 at: http://portal.uspto.gov/external/portal/pair.
Additionally, according to USPTO documents a reexamination has
recently been filed challenging the patentability of each of the
72 claims of CTC Cable's 7,211,319 patent (application number
90,011,690) and each of the 83 claims of CTC Cable's 7,368,162
patent (application number 90,011,740).

District Court filings may be viewed at: http://www.pacer.gov/
(Case No.: CV-09-261 DOC (MLGx)

CTC Bankruptcy Court filings may also be viewed at:
http://www.pacer.gov/(Case No.: 8:11-bk-15058)

Mercury Cable & Energy is a privately-held developer of High
Voltage Composite Reinforced Conductors (HVCRC), Smart Conductors
for the Smart Grid.  The patented HVCRC Smart Conductor is
superior to existing conductors in a number of key performance
areas including:

   -- Up to double the current carrying capacity of ACSR

   -- Substantially reduces high-temperature sag

   -- Requires fewer structures for new line construction

   -- Increases capacity of existing rights-of-way and structures
      through retrofitting

   -- Eliminates bi-metallic corrosion

   -- Significantly reduces line losses compared to same-diameter
      conventional and composite conductors at equal operating
      temperatures

                   About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com-- develops,
produces, and markets energy efficient and renewable energy
products for the electrical utility industry.  During the fiscal
year ended Sept. 30, 2010, the Company operated with one operating
segment, the cable segment operated as CTC Cable Corporation.  The
CTC Cable segment sells ACCC conductor, a composite core, high
capacity, energy efficient overhead conductor for transmission and
distribution lines, and manufactures and sells ACCC core, the
composite core component of the conductor, along with hardware
connector accessories specifically designed for ACCC applications.
It sells ACCC products directly to customers and through various
distribution agreements both internationally and in North America.
As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC
conductor installed.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The McIntosh Group and
Marsch Fischman & Breyfogle LLP serve as special intellectual
property counsel.


CONTESSA PREMIUN: Sun Capital Buys Firm, Emerges From Bankruptcy
----------------------------------------------------------------
The sale of Contessa Premium Foods Inc. for $51 million to an
affiliate of Sun Capital Partners, Inc. was approved on June 29,
2011, by the United States Bankruptcy Court for the Central
District of California after a spirited auction.  Contessa, a
globally recognized frozen-food supplier, filed for bankruptcy
protection in January 2011.  The transaction is expected to close
mid-July. Los Angeles-based law firm Rutter Hobbs & Davidoff
represented Contessa CEO John Blazevich in the transaction.

"The Rutter Hobbs & Davidoff team proved invaluable to me in the
sale process," said Blazevich.

Attorneys Brian Davidoff, Benjamin Alexander and Nancy Morgan of
Rutter Hobbs & Davidoff represented and advised Blazevich through
the bankruptcy and final transaction.

                  About Rutter Hobbs & Davidoff

Los Angeles-based Rutter Hobbs & Davidoff is a full-service law
firm founded in 1973. The firm's seasoned attorneys represent
middle market companies, early stage entities, large corporations
and individuals in matters involving business litigation and
dispute resolution; corporate and securities; bankruptcy,
reorganization and capital recovery; estate planning and trust
litigation; advertising, media and intellectual property; labor
and employment; and, real estate. The firm's diverse team of
attorneys and experienced, tenured staff collaborates to deliver
consistently excellent service in a timely and cost-effective
manner. For more information, please visit www.rutterhobbs.com .

                  About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Craig A.
Wolfe, Esq., at Kelley Drye & Warren LLP, in New York, represents
the Debtor as counsel.  Jeffrey N. Pomerantz, Esq., and Jeffrey W.
Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, serve as conflicts counsel for the Debtor.  Scouler &
Company, LLC, serves as financial advisors.  Imperial Capital, LLC
serves as investment banker.  Holthouse Carlin & Van Trigt LLP
serves as auditors and accountants.  The Debtor scheduled
$49,370,438 in total assets and $35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP.  FTI Consulting
Inc. serves as its financial consultants.


DENNY'S CORPORATION: Avenir Corporation Holds 5.05% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Avenir Corporation disclosed that it beneficially owns
4,994,340 shares of common stock of Denny's Corporation
representing 5.05% of the shares outstanding.  A full-text copy of
the filing is available for free at http://is.gd/E3IEcw

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at March 30, 2011, showed
$296.77 million in total assets, $399.02 million in total
liabilities, and a $102.25 million total shareholders' deficit.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DESERT OASIS: Files Plan; Disclosure Statement Hearing on Aug. 23
-----------------------------------------------------------------
Desert Oasis Apartments, LLC, filed with the U.S. Bankruptcy Court
for the District of Nevada a plan of reorganization and an
accompanying disclosure statement on June 24, 2011.

Hearing to consider approval of the disclosure statement is
scheduled for Aug. 23, 2011, at 10:00 a.m.

This Plan provides for one class of priority claims; one class of
secured claims; one class of unsecured claims; and one class of
equity security holders.

Under the Plan, the rights of tenants in an apartment complex
consisting of 128 one- and two-bedroom units in the property
located on the south side of Mandalay Bay Road, in Las Vegas, are
unimpaired.

Wells Fargo Bank, N.A., as trustee for the registered holders of
JPMorgan Chase Commercial Mortgage Pass-Through Certificates,
Series 2004-FLI, will receive distributions valued at 100 cents on
the dollar.  The Debtor has a $3,076,000 prepetition loan from the
Bank.  The Plan proposes to pay the Bank's claim in full over a
period of 10 years using the rental income from the Tenants to pay
current market rate interest of 5.25% per annum interest and
principal amortized over 25 years and a balloon payment in 10
years obtained through sale or refinancing when the mortgage
markets become more normal.

Tenants with priority claims for deposits will be paid 100% in the
normal course of operation of the apartment complex.

Under the Plan, the unsecured claim of Tom Gonzales is unimpaired.
In December 2000, Mr. Gonzales loaned $41.5 million to Desert
Land, LLC and Desert Oasis to finance their acquisition of certain
property in Las Vegas.

Under the Plan, the unsecured creditors, except insiders, will be
paid over eleven months without interest.  Non-Insider General
Unsecured Claims are estimated at $7,197,000.

Under the Plan, insiders will agree to subordinate their claims to
the claims of other unsecured creditors.

The Plan also provides for the 100% payment of all other
administrative, including fees payable to the Office of the United
States Trustee, and priority claims upon confirmation.  The Debtor
estimates its administrative expenses at $101,625.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?766d

                  About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) the day before the
sale.  Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law
Firm, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.


DG FASTCHANNEL: S&P Assigns Prelim. 'BB-' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
corporate credit rating to Irving, Texas-based DG FastChannel, a
provider of content distribution and other services. The outlook
is stable.

"At the same time, we assigned a preliminary 'BB-' issue-rating
(same level as the corporate credit rating) to DG FastChannel's
$640 million secured credit facilities with a preliminary '3'
recovery rating, indicating our expectation of meaningful (50% to
75%) recovery for debtholders in the event of a payment default.
The credit facilities consist of a $150 million revolving credit
facility due 2016 and a $490 million term loan B due 2018," S&P
related.

"The preliminary 'BB-' corporate credit rating incorporates our
assumption of moderate revenue growth over the next several years
because of increasing use of electronic delivery for high-
definition (HD) short-form content and online advertising growth,"
said Standard & Poor's credit analyst Andy Liu. DG FastChannel's
business profile is weak, in our opinion, due to significant
competition in online advertising from powerful incumbents and
technology risk associated with cloud-based distribution or other
new channels. We view its financial risk as significant, given the
potential for debt-financed acquisitions. A strong EBITDA margin
and good discretionary cash flow only partially offset these
risks," S&P stated.

DG FastChannel is a provider of content distribution, media
production and duplication, online creative research, and other
services, with content distribution being the largest revenue and
profit contributor. The company's competitive position is
especially strong in short-form advertising delivery. DG
FastChannel operates the largest advertising delivery network with
significant market penetration among TV stations, TV & cable
networks, and cable systems. MediaMind Technologies Inc., which DG
FastChannel is acquiring, provides online advertising campaign
services to ad agencies and advertisers. MediaMind generates a
majority of its revenues from international markets.

The acquisition has the potential to increase revenue
diversification and revenue growth. "We expect online advertising
to grow steadily over the medium term as advertisers allocate more
of their marketing budgets to online media. If MediaMind can
maintain its competitive position against Google and Microsoft
as a provider of independent campaign management services, it
should experience good growth over the medium term," S&P
continued.

The stable rating outlook assumes that the business will continue
to grow, enabling the company to expand its EBITDA and maintain
covenant compliance. The excess cash flow sweep, which will begin
at 50%, should aid covenant compliance. "We would consider
lowering the rating if adjusted debt leverage approaches 4x, which
would signal a significant business slowdown, and would raise
covenant compliance concerns. This could happen if revenues
decline 10%, coupled with a marked deterioration in EBITDA margin.
Another sizable debt financed acquisition also could push adjusted
debt leverage to 4x. On the other hand, we could consider raising
the rating by a notch over the longer term if the company can
profitably expand its online advertising market share globally
through MediaMind, while maintaining its dominant position in
short-form content distribution," S&P added.


DIGITILITI INC: Enters Into $1.5 Million Note Purchase Agreement
----------------------------------------------------------------
Digitiliti, Inc., on June 29, 2011, entered into the Junior
Secured Convertible Promissory Note and Warrant Purchase Agreement
with certain investors, whereby upon meeting certain conditions
the Investors may purchase up to the aggregate principal amount of
$1,500,000 of Junior Secured Convertible Promissory Notes and
five-year warrants to purchase the number of shares of common
stock equal to 10% of the principal amount of the Notes divided by
the exercise price of $0.06 per share for the aggregate purchase
price equal to the principal amount of the Notes.

The Notes bear interest at the rate of 8% per annum, are secured
by the assets of the Company, but the repayment is subordinated to
the repayment of all secured notes previously issued by the
Company.  The Notes mature twenty-four months after the closing of
the First Tranche, but the maturity date may be extended by the
Company for up six additional months.  The payment of principal
and accrued interest is due on the maturity date.  In addition,
upon meeting certain conditions, including stockholder approval to
increase the number of authorized shares, the Notes may be
convertible into common shares at the conversion rate of $0.06 per
share.

Upon entering into the Purchase Agreement, the Investors purchased
$500,000 in principal amount of Notes and Warrants to purchase
833,334 shares, which is referred to as the First Tranche, for an
aggregate purchase price of $500,000.  As conditions to closing
the First Tranche, Ehssan Taghizadeh's employment agreement as the
President and Chief Executive Officer and appointment as a
director of the Company were terminated and Jack Scheetz was
appointed as an interim President and Chief Executive Officer and
as a director until a new President and Chief Executive Officer
could be located and hired by the Company.  Upon meeting certain
conditions, including the hiring of a new President and Chief
Executive Officer to replace Mr. Scheetz, the Investors may
purchase in a Second Tranche an additional minimum amount of
$500,000 worth of Notes and Warrants up to a maximum amount of
$1,000,000.

The Purchase Agreement further provides that the Investors
collectively have the right to nominate one director to the
Company's Board of Directors for as long as the Notes remain
outstanding.  In addition, the agreement restricts the Company
from taking certain actions without written consent of holders of
more than 50% in principal amount of the outstanding Notes,
including the sale of the Company, amendment of the Certificate of
Incorporation, change in the size of the Board of Directors and
the creation of any new debt security.  The Purchase Agreement
also contains indemnification provisions.

Under the terms of the Purchase Agreement, certain investors who
had purchased securities from the Company in a recent private
placement and a director who had previously purchased promissory
notes from the Company may convert such securities into the same
securities sold to the Investors under the Purchase Agreement.

                       About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.

The Company reported a net loss of $6.41 million on $2.14 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $5.17 million on $3.19 million of revenue during the prior
year.

As reported by the TCR on April 18, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered losses from operations and has a working
capital deficit.

The Company's balance sheet at March 31, 2011, showed
$1.26 million in total assets, $2.64 million in total liabilities,
and a $1.38 million total stockholders' deficit.


DOMINION CLUB: HHHunt Corp. Will Keep Control of Country Club
-------------------------------------------------------------
Michael Schwartz at Richmond BizSense reports that the Western
Henrico country club will still be owned and operated by an entity
tied to HHHunt Corp.

According to the report, the Dominion Club filed for Chapter 11
after it was faced with having to repay $1.7 million in initiation
deposit refunds due to about 100 members.  Another $10 million in
such deposits is due down the road.

The report says the exact details of the agreement will be made
public in the next several weeks.  They will outline how the club
will be managed and operated and will likely lay out exactly how
much, if any, of the refundable deposits will be paid back, by
whom and where the cash will come from.

"The agreement represents a sustainable plan that will allow the
club to be successful going forward," the report quotes Vernon
Inge, a lawyer with LeClairRyan, who is representing the club in
the case, as saying.  "With the parties now working together in a
unified manner, the future of the Dominion Club looks very
bright."

                    Mediation Resolved Issues

John Reid Blackwell at the Richmond Times-Dispatch reports that
the owners and members of the Dominion Club have agreed on "key
terms" of a proposed reorganization plan for the Henrico County
country club.

According to the Richmond Times-Dispatch, the Chapter 11 case hit
a snag when club members and the various business entities that
own the club could not agree on how to restructure its operations.
They also disagreed on whether the club's owners are obligated to
repay $11.6 million in refundable membership deposits.

In May, Bankruptcy Court Judge Kevin R. Huennekens approved a
request by the parties to enter mediation to resolve the issues.

An agreement on the "key terms" of a restructuring plan was
reached after a two-day scheduled mediation.  The mediator was
Bankruptcy Court Judge Frank J. Santoro, a Hampton Roads-based
judge who oversaw the high-profile bankruptcy of quarterback
Michael Vick.

Under the proposed plan, ownership of the private club and the
real estate would not change.


The proposed plan, which Mr. Inge said is supported by all the
parties in the mediation, will be made public when it is filed
with the bankruptcy court in Richmond in the next few weeks.  Some
details of the proposed reorganization plan are still being worked
out by the lawyers.

In April, an unsecured creditors committee made up of seven
current and former club members filed a lawsuit arguing that the
club's landlord, Loch Levan Land Limited Partnership, and other
business entities associated with HHHunt Corp. had been supporting
the club financially since it opened and should be obligated to
pay the refundable fees.  The HHHunt Corp. entities filed a motion
challenging those claims and seeking a dismissal of the lawsuit.

                      About The Dominion Club

The Dominion Club, L.C., filed for Chapter 11 protection (Bankr.
E.D. Va. Case No. 11-30187) in Richmond, Virginia, on Jan. 11,
2011.  Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq., at
Leclairryan, in Richmond, serves as counsel to the Debtor.  In its
bankruptcy petition, the Debtor estimated its assets in the
$1 million to $10 million range and liabilities in the $10 million
to $50 million range.


DYNACAS INT'L: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a first time CFR and PDR of
B2 to Dynacast International LLC, concurrently, Moody's has
assigned a B2 rating to the new $375 million second lien notes and
Ba2 to Dynacast's $25 million first lien term loan and $50 million
revolving credit facility. The rating outlook is stable.

The new $375 million senior secured second lien notes are being
co-issued by Dynacast International LLC and Dynacast Finance, Inc.
Proceeds from the second lien notes along with funds from its term
loan combined with common equity and preferred stock (PIK not
rated) will be combined to finance the purchase of Dynacast Group
by Kenner & Company. The company's new revolving credit is
expected to be unused at the close of the transaction.

RATING RATIONALE

The company's B2 CFR and stable ratings outlook reflects the
company's high leverage as a result of the leveraged buyout as
well as relatively weak coverage metrics. Moody's anticipates
leverage of over 4.8 times and EBIT to interest of under 1.7 times
for 2011, before adjusting for the debt like characteristics of
company's preferred stock. On the other hand, Moody's believes
that despite its small revenue base, Dynacast is expected to
generate strong free cash flow. Moreover, the company benefits
from its significant market share within its niche of small
precision die case components, and wide variety of customers in
numerous industries and countries.

The stable ratings outlook anticipates that Dynacast should be
able to maintain good liquidity over the intermediate term and
report improving leverage metrics. . The company's cash flow is
helped by the PIK option on its preferred stock. The company
generated positive free cash flow during the 2009 economic
downturn even though its revenues came under significant pressure.

What could pressure the ratings

If the companies leverage was to increase to above 5.5 times and
EBIT coverage of interest below 1.25 times, it could pressure the
outlook and even result in a ratings downgrade if these metrics,
and other related metrics were expected to deteriorate further. A
decrease in year over year revenues could also pressure the
ratings particularly if it is accompanied by margin contraction.

What could cause positive ratings traction

EBIT coverage of interest above 1.75 times along with free cash
flow to debt of over 7.5% and leverage under 4.25 times, would all
support positive ratings traction.

The following ratings/assessments have been assigned:

Dynacast International LLC:

   -- Corporate Family Rating, assigned B2

   -- Probability of Default Rating, assigned B2

   -- $50m revolving sr. sec. credit facility due 2016; assigned
Ba2 (LGD1, 4%)

   -- $25m Sr. sec. First lien term loan due 2016; assigned Ba2
(LGD1, 4%)

   -- $375m Sr. Sec. 2nd lien notes due 2019; assigned B2
(LGD4, 51%)

The principal methodology used in rating Dynacast was the Global
Manufacturing Industry Methodology published in December 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 (and/or) the Government-Related
Issuers methodology published in July 2010.

Dynacast International, headquartered in Charlotte, NC, is a
provider of small precision die cast components for a wide variety
of industries in numerous countries. Total 2010 revenue for the
companies being combined into Dynacast International LLC were
estimated to be under $500 million.


EASY SEAT: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Easy Seat, Inc.
        1034 Wilcox Court
        Kingsport, TN 37660

Bankruptcy Case No.: 11-51605

Chapter 11 Petition Date: July 5, 2011

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  HAGOOD, TARPY & COX PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  E-mail: ltarpy@htandc.com

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

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

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tneb11-51605.pdf

The petition was signed by David McClain, president.


EMISPHERE TECHNOLOGIES: Closes Sale of 4.3 Million Common Shares
----------------------------------------------------------------
Emisphere Technologies, Inc., on July 6, 2011, closed a
transaction with certain institutional investors to sell an
aggregate of approximately 4.3 million shares of its common stock
and warrants to purchase a total of approximately 3.0 million
shares of its common stock to the Buyers for gross proceeds,
before deducting fees and expenses and excluding the proceeds, if
any, from the exercise of the Warrants of approximately $3.75
million.  Also on July 6, 2011, the Company and the Buyers entered
into a Registration Rights Agreement pursuant to which the Company
provided certain registration rights to the Buyers, including an
obligation of the Company to file with the Securities and Exchange
Commission within 20 days a registration statement on Form S-1
covering the shares issued in the Private Placement and the
Warrant Shares.

Simultaneous with closing the Private Placement, the Company
closed a transaction with MHR Fund Management LLC and certain of
its affiliated investment funds to sell an aggregate of
approximately 4.3 million shares of its common stock and warrants
to purchase a total of approximately 3.0 million shares of its
common stock for gross proceeds, before deducting fees and
expenses and excluding the proceeds, if any, from the exercise of
the MHR Warrants of approximately $3.75 million.

In connection with the Private Placement and the MHR Private
Placement, the Company entered into a Waiver Agreement with MHR,
pursuant to which MHR waived certain anti-dilution adjustment
rights under its Senior Secured Notes and certain warrants issued
by the Company to MHR that would otherwise have been triggered by
the Private Placement.  As consideration for such waiver, the
Company issued to MHR warrants to purchase 795,000 shares of its
common stock and agreed to reimburse MHR for up to $25,000 of its
legal fees.

In both the Private Placement and the MHR Private Placement, each
unit, consisting of one share of common stock and a warrant to
purchase 0.7 shares of common stock, were sold at a purchase price
of $0.872.  The Warrants, the MHR Warrants and the MHR Waiver
Warrants are exercisable at an exercise price of $1.09 per share
and will expire July 6, 2016.

                    About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

The Company reported a net loss of $56.91 million on $100,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $16.82 million on $92,000 of revenue during the prior year.


EQUINIX INC: Moody's Assigns 'Ba2' Rating to Sr. Unsec. Notes
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 (LGD3-35%) rating to
Equinix, Inc.'s new $500 million senior unsecured notes. The
proceeds of the new financing will be used for general corporate
purposes, including repayment of the Company's upcoming $250
million maturity of convertible notes due 2012.

As part of the rating action, Moody's affirmed Equinix's Ba3
Corporate Family Rating (CFR) and the Probability of Default
Rating (PDR), and upgraded the Company's SGL rating from SGL-2 to
SGL-1, reflecting the improvement in the company's liquidity from
the note offering. The rating outlook remains stable.

Issuer: Equinix, Inc.

Assignments:

   -- $500 million Senior Unsecured Notes-Ba2 (LGD3-35%)

Upgrades:

   -- Speculative Grade Liquidity -- Changed to SGL-1 from SGL-2

Equinix's Ba3 CFR reflects the company's position as the leading
global independent data center operator offering carrier-neutral
data center and interconnection services to large enterprises,
content distributors and global Internet companies. Moody's notes
that the telecommunications carriers that terminate in Equinix's
data centers represent about 90% of global Internet routes. The
rating also recognizes the favorable near-term growth trends for
data center services across the world, driven by rapidly growing
internet usage and the ongoing migration of corporate information
technology to IP standards. At the same time, the ratings are
tempered by significant industry risks, intensifying competition,
high capital intensity inherent in the company's business plans,
and the company's ongoing expansion which could continue to
consume cash resources over the next two to three years. In
addition, the rating incorporates the probability that if the
company undertakes additional expansion projects, the expected
deleveraging may be delayed.

Moody's raised Equinix's speculative grade liquidity rating to
SGL-1 from SGL-2. The SGL upgrade reflects the Company's improved
liquidity profile, as it effectively has prefunded the upcoming
April 2012 maturity of $250 million convertible notes. Equinix had
roughly $455 million of cash, equivalents and short term
investments at 3/31/11, and Moody's expects cash balances to
remain strong over the next 12 months to support the cash burn for
its ongoing expansion. In addition, although the company has
obtained a $200 million (local currency) revolving credit facility
backed by its Asia-Pacific subsidiaries, Moody's expects Equinix
will continue to draw on this facility through the end of 2011 to
support capital expansion in that region. Equinix is also
expanding the size of its $25 million domestic revolving credit
facility, with primary utilization expected to be for supporting
bank guarantees and letter of credit issuances.

Moody's rates the senior unsecured notes Ba2 with a loss given
default assessment of LGD3-35% reflecting the contractual
seniority over the subordinated convertible notes. Although the
convertible notes are not rated, they provide a ratings lift to
the senior unsecured notes by taking the first loss absorption. In
addition, Moody's has taken a forward look with respect to the
composition of the company's debt obligations, and has accounted
for the repayment of the $250 million convertible notes.

Rating Outlook

The stable outlook reflects Moody's view that the company will
continue along a rational expansion path, whereby it will not
commence construction of new data center facilities in advance of
a solid demand in bookings. In addition, Moody's expects the
company to retain a disciplined capital structure, with adjusted
debt/EBITDA leverage declining to below 4.5x by the end of 2012.

What Could Change the Rating - Up

Positive rating migration could occur if Equinix successfully
carries out the staged buildout of its planned expansion and
successfully leases up the capacity in its data centers, such that
adjusted Debt/EBITDA leverage trends to below 4.0x on a
sustainable basis, and the company commences generating positive
free cash flow.

What Could Change the Rating - Down

Given the high project finance nature of the company's expansion
plans, debt financed buildouts in addition to the current schedule
may pressure the ratings. Ratings may also come under downward
pressure, if industry pricing exhibits overcapacity trends
spurring a new period of hypercompetition. The above factors may
be evidenced in Equinix's performance, such that it is unable to
grow operating cash flow from the new capacity it brings online,
the company continues to burn cash and its adjusted leverage
remains above 5.0x.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last credit rating action and the rating history.

The principal methodology used in rating Equinix was the Global
Telecommunications Industry Methodology, published December 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


EQUINIX INC: Moody's Says Ratings Unaffected by Debt Offering
-------------------------------------------------------------
Moody's Investors service said that the change in Equinix, Inc.'s
debt offering to $750 million aggregate principal amount from
previously contemplated $500 million does not materially impact
Equinix's ratings, as the financial metrics are largely unchanged.

The upsize will provide the company with additional liquidity to
continue its expansion or to prefund the future convertible note
maturities. However, as a result of the upsized offering, the LGD
point estimates on Equinix's notes have changed to Ba2 LGD3-37%
from Ba2 LGD3-35%.

The principal methodology used in rating Equinix was the Global
Telecommunications Industry Methodology, published December 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


EQUIPMENT SPECIALISTS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Equipment Specialists, Inc.
        310 US Highway 17-92W
        Haines City, FL 33844

Bankruptcy Case No.: 11-10177

Chapter 11 Petition Date: July 7, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Peter N. Hill, Esq.
                  WOLFF HILL MCFARLIN & HERRON PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: phill@whmh.com

Estimated Assets: $0 to $50,000

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/flmb11-10177.pdf

The petition was signed by Michael H. Gordon, president.


EUROCLASS MOTORS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Euroclass Motors, Inc.
        P.O. Box 4252
        San Juan, PR 00936-4252

Bankruptcy Case No.: 11-05772

Chapter 11 Petition Date: July 6, 2011

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

Debtor's Counsel: Antonio A. Arias-Larcada, Esq.
                  MCCONNELL VALDES
                  P.O. Box 364225
                  San Juan, PR 00936-4225
                  Tel: (787) 250-5604
                  Fax: (787) 759-2771
                  E-mail: aaa@mcvpr.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-05772.pdf

The petition was signed by Ramon Vega Diaz, president.


EVERGREEN ENERGY: SCH's Coal Resources Estimated at Over 600MM T
----------------------------------------------------------------
Evergreen Energy Inc. announced that Southern Coal Holdings, a
company jointly owned by Evergreen Energy and WPG Resources,
released its preliminary estimate of resources in the Penrhyn
Deposit, located in Penrhyn, Australia.  Following a robust series
of drilling and exploration efforts, the report, which is Joint
Ore Reserves Committee compliant, established a far better than
expected resource size of an estimated 350 million tonnes of coal
deposits at Penrhyn, 92% of which are estimated to be in the
"measured and indicated" mineral category.

Ilyas Khan, Executive Chairman of Evergreen Energy, stated: "The
Penrhyn Deposit contains significant coal resources that have come
in substantially ahead of even our most optimistic expectations.
The estimated size of the coal deposits were initially 200 million
tonnes.  Wayne Rossiter and his team have an exciting few months
ahead of them.  Both the lignite deposit at Lochiel, Australia,
and the traditional sub-bituminous deposits at Penrhyn are capable
of being upgraded via Evergreen's K-Fuel(R) technology.  Evergreen
looks forward to working with Wayne and our partners at WPG to
continue to expand the resource base, develop a mining plan and
accelerate our work to design and then build the most optimum coal
upgrading plant.  I also wish to place on record my appreciation
for the professional and timely manner in which WPG has carried
out the drilling program.  The weather during April and May was
not always easy to handle, but the thoroughness of the drilling
and the systematic uncovering of what is a sizable new discovery
in South Australia is a credit to Bob Duffin and his colleagues."

Khan continued, "I have noted on previous occasions that SCH, our
joint venture holding, is a valuable company in its own right, and
now that these resources have been confirmed, I will work over the
coming months to further demonstrate the potential value of the
assets, and how they will be exploited both by traditional mining
methods as well as by building an upgrading plant."

Wayne Rossiter, CEO of Southern Coal Holdings, stated: "These
strong exploration results establish SCH as an important new
Australian-based coal company with significant resources.  I am
especially happy to note that the exploration potential of the
sub-bituminous coal resources in Penrhyn could potentially double
this level.  In combination with the Lochiel North Deposit, which
has a JORC compliant resource report of 270 million tonnes of
lignite, SCH has an asset base of just over 600 million tonnes
suitable for the K-Fuel process.  I look forward to completing the
comprehensive testing process with Evergreen in the coming
months."

Bob Duffin, Chairman of WPG Resources, commented: "This is a
pleasing milestone for SCH and I reiterate the comments I made a
few weeks ago when I was in Denver in stating that I am excited by
just how valuable SCH could become as we develop the assets into a
mineable resource.  Wayne's arrival as CEO is timely indeed and I
can foresee that SCH may well end up having a normal mine
operation complimented by a K-Fuel upgrading plant."

                      About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$33.50 million in total assets, $37.62 million in total
liabilities, and a $4.12 million total stockholders' deficit.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.


FANITA RANCH: No Assets Left to Reorganize, Case Dismissed
----------------------------------------------------------
The Hon. Margaret M. Mann of the U.S. Bankruptcy Court for the
Southern District of California dismissed the Chapter 11 case of
Fanita Ranch, LP.

The Debtor related that there is nothing left to reorganize.
There are no assets left in the case because the single asset has
been sold at a foreclosure sale.

Carlsbad, California-based Fanita Ranch, LP, filed for Chapter 11
bankruptcy protection (Bankr. S.D. Calif. Case No. 10-05750) on
April 7, 2010.  William A. Smelko, Esq., who has an office in El
Cajon, California, assists the Company in its restructuring
effort.  The Company estimated assets and debts at $10 million to
$50 million.

The Company's affiliate, Barratt American, Inc., filed a separate
Chapter 11 petition (Case No. 08-13249) on April 7, 2010.


FIRST CHICAGO: Closed; Northbrook Bank & Trust Assumes Deposits
---------------------------------------------------------------
First Chicago Bank & Trust of Chicago, Ill., was closed on Friday,
July 8, 2011, by the Illinois Department of Financial and
Professional Regulation, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Northbrook Bank & Trust Company of Northbrook, Ill., to assume all
of the deposits of First Chicago Bank & Trust.

The seven branches of First Chicago Bank & Trust will reopen
during normal business hours as branches of Northbrook Bank &
Trust Company.  Depositors of First Chicago Bank & Trust will
automatically become depositors of Northbrook Bank & Trust
Company.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of First Chicago Bank & Trust
should continue to use their existing branch until they receive
notice from Northbrook Bank & Trust Company that it has completed
systems changes to allow other Northbrook Bank & Trust Company
branches to process their accounts as well.

As of March 31, 2011, First Chicago Bank & Trust had around $959.3
million in total assets and $887.5 million in total deposits.
Northbrook Bank & Trust Company will pay the FDIC a premium of
0.50% to assume all of the deposits of First Chicago Bank & Trust.
In addition to assuming all of the deposits of the failed bank,
Northbrook Bank & Trust Company agreed to purchase around $880.7
million of the failed bank's assets.

The FDIC and Northbrook Bank & Trust Company entered into a loss-
share transaction on $699.8 million of First Chicago Bank &
Trust's assets.  Northbrook Bank & Trust Company will share in the
losses on the asset pools covered under the loss-share agreement.
The loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers.  For more information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-517-1839.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/firstchicago.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $284.3 million.  Compared to other alternatives,
Northbrook Bank & Trust Company's acquisition was the least costly
resolution for the FDIC's DIF.  First Chicago Bank & Trust is the
49th FDIC-insured institution to fail in the nation this year, and
the fifth in Illinois.  The last FDIC-insured institution closed
in the state was Western Springs National Bank and Trust, Western
Springs, on April 8, 2011.


FKF MADISON: HFZ Capital Faces Probe Into Restructuring Plan
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the newly formed entity
challenging HFZ Capital Group's bid to take One Madison Park out
of bankruptcy is launching an investigation into the proposed sale
of the Manhattan luxury condominium.


                         About FKF Madison

FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.


FLINTKOTE COMPANY: Has Until Oct. 31 to Propose Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a 20th
order, extended The Flintkote Company and Flintkote Mines
Limited's exclusive periods to file and solicit acceptances for
the proposed chapter 11 plan until Oct. 31, 2011, and Dec. 31,
respectively.

As reported in the Troubled Company Reporter on June 2, 2011, the
Debtors related that the Official Committee of Asbestos Personal
Injury Claimants and the legal representative of future asbestos
claimants support the relief sought in the motion.

The Debtors related that the modified amended plan represents
extensive negotiations between the plan proponents and their
cooperative efforts to formulate a consensual plan of
reorganization that rehabilitates the Debtors and maximizes the
pool of assets available to creditors.  The plan provides for the
reorganization of the Debtor and channeling of the Debtors'
asbestos-related liabilities to a trust liabilities to a trust
governed by a detailed trust distribution procedures.

The modified plan has been accepted by all classes of creditors
and claimants, including a majority of Asbestos Personnel Injury
Claimants.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection on April 30, 2004 (Bankr. D. Del. Case No. 04-11300).
Flintkote Mines Limited filed for Chapter 11 relief of August 25,
2004 (Bankr. D. Del. Case No. 04-12440).  James E. O'Neill, Esq.,
Kathleen P. Makowswki, Esq., Laura Davis Jones, Esq., Sandra G.M,
Selzer, Esq., and Scotta Edelen McFarland, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring efforts.  Kathleen Campbell Davis, Esq., and Mark T.
Hurford, Esq., at Campbell & Levine, LLC, represent the official
committee of unsecured creditors as counsel.

When Flintkote Company filed for protection from its creditors, it
listed more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it listed assets of $1 million to $50 million, and debts of more
than $100 million.

No request has been made for the appointment of a trustee or
examiner in the Debtors' cases.


FORD MOTOR: Fitch Publishes Updated Credit Analysis
---------------------------------------------------
Fitch Ratings published on July 6, 2011, a full ratings report on
Ford Motor Company.

Fitch rates Ford's Issuer Default Rating 'BB' with a Positive
Outlook. The ratings reflect Ford's improved product portfolio,
strong financial performance and substantial debt reduction over
the past two years. These considerations are balanced against
ongoing weakness in the European auto market, aggressive industry
competition, global manufacturing overcapacity, rising oil prices
and expiring U.S. labor contracts.

The report provides a full analysis of Ford's financial and credit
profile, Fitch's considerations for a possible ratings upgrade --
including eventually achieving investment grade status -- and
outlook. The report also includes analysis on the company's
operating profile and a summary of the company's debt structure.


FOREST CITY: Moody's Affirms 'B3' Senior Unsecured Debt Ratings
---------------------------------------------------------------
Moody's Investors Service said that it has affirmed the senior
unsecured debt ratings (B3) of Forest City Enterprises, Inc., and
revised the rating outlook to positive from stable. The rating
agency also affirmed its Caa2 convertible preferred stock rating.

The outlook revision reflects improvements in Forest City's debt
protection metrics specifically the announced de-leveraging which
took the firm's book leverage to 63% in Q1'11 from 68% in 2008 and
its EBITDA leverage to 13.6x for Q1'11 from over 15x in 2008. Also
positively, Forest City has publicly stated its intention to
curtail its future development exposure, one of the key credit
risks for the company. In addition, the firm extended its
revolving line of credit until 2014 addressing an important
liquidity consideration.

Offsetting these positives, the performance of Forest City's
portfolio was mixed in Q1'11 with retail and residential segments
posting increases in same store NOI while office and hotel (the
latter being very small) lagged behind. In addition, Forest City
continues to face significant mortgage maturities, in excess of
$900 mm in 2012.

As stated previously by Moody's, a rating upgrade would be
predicated on the fixed charge coverage closer to 1.4x and net
debt/EBITDA approaching 12x and at a minimum staying at those
levels on a consistent basis. In addition, sustained positive same
property NOI comparisons would be needed, along with stable
liquidity.

A material rise in its development pipeline or significant
challenges in leasing the newly built projects, as well as any
liquidity concerns would bring the ratings back to stable.
Conversely, a downgrade would likely result from any deterioration
in its credit metrics, particularly fixed charge coverage to below
1.2x or net debt/EBITDA above 15x, both on a sustained basis.

These ratings were affirmed with a positive outlook:

Forest City Enterprises, Inc. -- B3 senior unsecured rating

Forest City Enterprises, Inc. -- Caa2 cumulative perpetual
convertible preferred stock rating

Moody's last rating action with respect to Forest City was on
October 25, 2010, when Moody's affirmed the ratings and revised
the rating outlook to stable from negative.

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

Forest City Enterprises, Inc. [NYSE: FCE-A] is a national real
estate company that is principally engaged in the ownership,
development, management and acquisition of commercial and
residential real estate and land throughout the United States. At
April 30, 2011, its assets totaled $12.3 billion.


FRANK PARSONS: Lease Decision Period Extended Until Aug. 4
----------------------------------------------------------
The Hon. Robert Gordon of the Bankruptcy Court for the District of
Maryland extended until Aug. 4, 2011, Frank Parsons Inc.'s time to
assume or reject the unexpired lease for its headquarters and
warehouse at 1300 Mercedes Drive, Hanover, Maryland.

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., is the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole
Schotz Meisel Forman & Leonard, PA, serve as the Debtor's
bankruptcy counsel.  The Debtor has also tapped SSG Capital as an
investment banker to explore strategic options.  WeinsweigAdvisors
LLC is the financial advisor to the Debtor.  Delaware Claims
Agency, LLC, is the claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.


FRANK PARSONS: Still in Plan Talks, Wants More Exclusivity
----------------------------------------------------------
Frank Parsons Inc., asks the U.S. Bankruptcy Court for the
District of Maryland to extend its exclusive period to file and
solicit acceptances for the proposed chapter 11 plan until Aug. 5,
2011, and Oct. 6.

The Debtor filed their request for an extension before the
exclusive periods was set to expire on July 5.

The Debtor needs more time to negotiate with the Official
Committee of Unsecured Creditors the terms of a plan of
liquidation with the goal of filing a joint plan.  The Committee
and its professionals are reviewing the terms of the proposed plan
and providing comments to the Debtor.  The Committee is also
negotiating certain global resolutions with various creditor
constituencies in the case to avoid unnecessary costs of
litigation and administration, all for the goal of achieving the
best result possible for creditors.

                     About Frank Parsons, Inc.

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., is the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole
Schotz Meisel Forman & Leonard, PA, serve as the Debtor's
bankruptcy counsel.  The Debtor has also tapped SSG Capital as an
investment banker to explore strategic options.  WeinsweigAdvisors
LLC is the financial advisor to the Debtor.  Delaware Claims
Agency, LLC, is the claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.


FULL CIRCLE: Can Hire Heritage Capital as Investment Banker
-----------------------------------------------------------
The Hon. Jerry a. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Full Circle Dairy, LLC, to employ
Matt Laffey as chief restructuring officer, and his firm, Heritage
Capital Group, Inc., as its investment banker.

As reported in the Troubled Company Reporter on June 6, 2011,
Mr. Laffey's engagement agreement has two components.  First, a
flat monthly fee for his work, which is essentially full time, of
$10,000 for the first month, $8,500 for the second month, and a
flat rate of $7,000 for each month thereafter.  In addition, to
the extent that Mr. Laffey and Heritage are successful in
obtaining new financing for the debtor (other than from SunTrust
Bank, the existing senior secured lender), they will receive (a) a
cash Success Fee of 3.0% of the gross Financing Transaction raised
under this Agreement for any Financing raised by Heritage while
the Debtor is under the protection of the Bankruptcy Court, or (b)
a cash Success Fee of 2.5% of the gross Financing Transaction
raised under this Agreement for any Financing raised by Heritage
within 6 months after the emergence from bankruptcy process, or
(c) a cash Success Fee of 2.0% of the gross Financing Transaction
raised under this Agreement for any Financing raised by Heritage
after 6 months and up to 12 months after the emergence from
bankruptcy process.

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

                      About Full Circle Dairy

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 10-06895) on Aug. 9, 2010.  Robert D Wilcox, Esq., at Brennan,
Manna & Diamond, PL, represents the Debtor.  The official
committee of unsecured creditors in the Chapter 11 case has tapped
John T. Rogerson, III, Esq., at Volpe, Bajalia, Wickes, Rogerson &
Wachs, in Jacksonville, Florida, as counsel.

The Company disclosed $14,281,637 in assets and $12,879,703 in
liabilities as of the Petition Date.

Donald F. Walton, the U.S. Trustee for Region 21, appointed five
members to the official committee of unsecured creditors


FULL CIRCLE: Wants to Obtain up to $1.25-Mil. in Secured Credit
---------------------------------------------------------------
Full Circle Dairy, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida for authorization to obtain secured
credit of up to $1,250,000 from Damascus Peanut Company for the
purchase of approximately 750 additional producing dairy cows over
a four-month period.  Debtor says that purchase will generate
additional cash flow for the payment of the Debtor's continued
operations and the payments to its creditors under a Plan of
Reorganization.

Interest on the loan will be 10% p.a. payable monthly and the
balance of the loan will mature on the earliest of: (a) 48 months
from date of execution, (b) the Effective Date of the Debtor's
Plan of Reorganization, and (c) the occurrence of an event of
default.

Damascus will be secured by a priming lien ahead of SunTrust's
liens on all new cattle purchased with the proceeds of the Loan
Facility, their offspring, and all proceeds thereof; and a first-
priority, priming lien on all property of the Debtor or its
estate, other than real estate owned by the Debtor, including all
cattle currently owned by FCD, and their offspring; (b) all milk
inventories; (c) all milk and feed receivables; (d) all cash
generated from those receivables; (e) all feed inventories and
feed supplies and (f) the products and proceeds of those
collateral accounts whether now or hereinafter acquired as a
result of operations.

Debtor believes that the additional herd expansion will allow it
to significantly increase its financial position and confirm a
Chapter 11 Plan, and will cause a similar strengthening of
SunTrust's collateral position.

As of the Petition Date, substantially all of the Debtor's
property used in the operation of its business was subject to a
pre-petition security interest owned by SunTrust, securing three
separate but related credit facilities; a real estate loan, a
revolving working capital loan, and a livestock loan.

                     About Full Circle Dairy

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 10-06895) on Aug. 9, 2010.  Robert D Wilcox, Esq., at Brennan,
Manna & Diamond, PL, in Jacksonville, Fla., represents the Debtor.
The official committee of unsecured creditors in the Chapter 11
case has tapped John T. Rogerson, III, Esq., at Volpe, Bajalia,
Wickes, Rogerson & Wachs, P.A., in Jacksonville, Fla., as counsel.

The Company disclosed $14,281,637 in assets and $12,879,703 in
liabilities as of the Petition Date.


GAS CITY: Obtains Sanctions Vs. Colophon for Auto Stay Violation
----------------------------------------------------------------
The William J. Mc Enery Revocable Trust Dated 4/22/1993 and Gas
City, Ltd. sought and obtained orders from the U.S. Bankruptcy
Court for the Northern District of Illinois:

   -- enforcing the automatic stay in light of an appeal filed by
      Colophon Real Properties, Inc. against the Trust in the
      Appellate Court of Illinois;

   -- finding Colophon in contempt of court for willfully
      violating the automatic stay by filing its appeal; and

   -- awarding as damages attorneys' fees, costs, and coercive
      penalties totaling $10,462.

The fees and costs are broken down as:

   * $5,462 for the Debtors' attorneys fees and costs incurred up
     to the date of the filing of the motion; and

   * $5,000 to the clerk of the Court as non-punitive, coercive
     sanction.

In addition, the Bankruptcy Court ordered Colophon and its
counsel, Cotsirilos Tighe & Striker LLP, to immediately dismiss
the pending appeal of the judgment of the Circuit Court of Will
County.

Before the Debtors filed for Chapter 11 protection, Colophon was
engaged in litigation against the Trust in Will County, Illinois.
The litigation was subsequently stayed after the Debtors filed for
bankruptcy.

Colophon then asked the Bankruptcy Court for limited relief from
the automatic stay so that a final judgment could be entered in
the Litigation.  The request was granted, which enabled the
Circuit Court to enter its judgment dismissing the claims and
counterclaims of both parties.

After the Final Judgment was entered, Colophon filed a notice of
appeal in the Appellate Court.

The Debtors argued that the appeal was outside the scope of the
limited lift-stay order issued by the Bankruptcy Court.

                         About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  Gas City
disclosed $66,307,812 in assets and $209,577,690 in liabilities as
of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Pachulski
Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co-
counsel and Mesirow Financial Consulting, LLC, as financial
advisors.


GAYLORD ENTERTAINMENT: Moody's Affirms 'B3' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Gaylord Entertainment Co.'s B3
Corporate Family Rating and Probability of Default Rating, Caa2
(LGD 5, 84%) senior unsecured rating, and SGL-3 Speculative Grade
Liquidity rating. Moody's also changed the company's rating
outlook to stable from negative.
"The change in outlook to stable from negative reflects Moody's
view that Gaylord's debt protection metrics will gradually improve
as the Gaylord Opryland Resort continues to ramp back-up to a more
normalized level of earnings and cash flows, while operating
performance at Gaylord's three other properties benefits from
stronger industry trends." Stated Bill Fahy, Moody's Senior
Analyst. "The stable outlook also considers that Gaylord
successfully completes the refinancing of its bank credit facility
in the near term." stated Fahy.

The B3 corporate family rating reflects Gaylord's weak debt
protection measures, limited diversification, modest scale, high
operating leverage given its fixed cost base, and relatively
aggressive growth strategy. The ratings are supported by the
company's solid brand recognition, reasonably good asset value,
and adequate liquidity.

The ratings affirmed are;

   -- Corporate family rating of B3

   -- Probability of default rating of B3

   -- $225 million 6.75% senior global notes ($152 million
outstanding) due November 15, 2014 rated Caa2 (LGD 5, 84%)

   -- Speculative Grade Liquidity Rating of SGL-3

The outlook is stable.

The principal methodology used in rating Gaylord was the Global
Lodging rating methodology, published in June 2011 . Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009

Moody's last rating action for Gaylord occurred on June 7, 2010,
when Moody's downgraded the company's Speculative Grade Liquidity
rating to SGL-3 from SGL-2 and affirmed the company's Corporate
Family Rating and Probability of Default Rating at B3, and the
senior unsecured ratings at Caa2. The outlook was negative.
Gaylord Entertainment Company (Gaylord), headquartered in
Nashville, Tennessee, is a hospitality and entertainment company.
Gaylord owns and operates several convention centers and resorts
located in Tennessee, Florida, Texas, and Washington, D.C. The
company specializes in hosting large conferences and conventions.
Revenues are approximately $900 million.


GENERAL MARITIME: Frank Johnson Discloses 6.8% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Frank Lagrange Johnson and his affiliates disclosed
that they beneficially own 7,997,448 shares of common stock of
General Maritime Corporation representing 6.8% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/NtIZAc

                    About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company's balance sheet at March 31, 2011, showed
$1.72 billion in total assets, $1.42 billion in total liabilities,
and $304.25 million in total shareholders' equity.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                          *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."

In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service
lowered its ratings of General Maritime Corporation: Corporate
Family to B3 from B1, Probability of Default to Caa1 from B2 and
senior unsecured to Caa2 from Caa1.  Moody's also downgraded the
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  The
outlook is negative.  The downgrade of the ratings reflects
GenMar's tightening liquidity position as a result of ongoing weak
tanker freight rates and upcoming debt maturities.  These
maturities include the recently arranged $22.8 million bridge loan
due Oct. 21, 2011 ("Bridge Loan"), and two $50 million
repayments (one each on April 26, 2011 and Oct. 26, 2011) that
are due on the company's $750 million revolving credit facility
that was almost fully drawn at Sept. 30, 2010.


GENTNER INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gentner, Inc.
        9685 W. Michigan Ave.
        Saline, MI 48176

Bankruptcy Case No.: 11-58527

Chapter 11 Petition Date: July 6, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Mark H. Shapiro, Esq.
                  STEINBERG SHAPIRO & CLARK
                  25925 Telegraph Rd., Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: shapiro@steinbergshapiro.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/mieb11-58527.pdf

The petition was signed by William Gentner, president.


GEORGE BAVELIS: Facing Various Court Cases Nationwide
-----------------------------------------------------
Paul Brinkmann, writing for the South Florida Business Journal,
reports that George Bavelis' struggles with Sterling Bank and his
dealings with Palm Beach County businessmen are being recounted in
several court cases nationwide.  According to the report, Mr.
Bavelis said he turned to a trusted friend who shared his Greek
heritage -- and his home, at one point -- but the result is an
unfolding legal feud in and out of bankruptcy court.

              About George Bavelis and Sterling Bank

George Bavelis was the chairman and president of Lantana, Florida-
based Sterling Bank.  As reported by the Troubled Company
Reporter, Sterling Bank was closed on July 23, 2010, by the
Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Iberiabank of Lafayette, Louisiana, to assume all
of the deposits of Sterling Bank.

As of March 31, 2010, Sterling Bank had around $407.9 million in
total assets and $372.4 million in total deposits.  Iberiabank did
not pay the FDIC a premium for the deposits of Sterling Bank.  In
addition to assuming all of the deposits of the failed bank,
Iberiabank agreed to purchase essentially all of the assets.

The FDIC and Iberiabank entered into a loss-share transaction on
$244.3 million of Sterling Bank's assets.  Iberiabank would share
in the losses on the asset pools covered under the loss-share
agreement.  The loss-share transaction was projected to maximize
returns on the assets covered by keeping them in the private
sector.

Mr. Bavelis filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio Case
No. 10-58583) on July 20, 2010.  Mr. Bavelis' assets include a
brokerage account opened in 2005 with Fifth Third Securities,
Inc., in Columbus, Ohio ($11.4 million); business assets of an
unspecified value; and real property in Columbus for more than 24
years ($435,000).


GOLDEN STATE PETROLEUM: Moody's Cuts Mortgage Notes Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded to B2 from Ba2 the rating of
Golden State Petroleum Transport Corporation's 8.04% First
Preferred Mortgage Notes due 2019 (term notes) and is maintaining
a negative outlook to the rating. The downgrade reflects Frontline
Ltd.'s continuing efforts as manager for the vessels to sell the
Ulriken (former Antares Voyager) following its failure to find an
acceptable replacement charter, and difficult trading conditions
in global tanker markets, which could continue to hurt Frontline's
efforts to sell the vessel or realize adequate proceeds to retire
the Ulriken's allocated debt.

RATINGS RATIONALE

The downgrade reflects Frontline's failure to find an acceptable
replacement charter for the Ulriken and continuing difficulty in
selling the vessel, as well as increasing market risk as a result
of weakness in global tanker markets. Conditions in the tanker
markets include a large oversupply of vessels, extremely depressed
spot rates, and a resulting negative impact on tanker values. The
Ulriken charter expired December 7, 2010 and since then it has
been under spot charter at a rate of $22,600/dayas of first
quarter 2011, below cash breakeven for operating and financing
expense.

Moody's notes that the Ulriken had $24.78 million of restricted
cash as of March 31, 2011, which, combined with Ulriken proceeds,
would be available to retire $51.2 million of the Golden State
term notes allocated to the vessel. Moody's estimates Ulriken
would need to realize a minimum of $27 million from the sale to
amortize the allocated debt. However, the longer a sale is
delayed, the more the cash cushion covering the allocated debt
will be eroded.

The negative outlook reflects uncertainty over the timing and
ultimate proceeds from the sale of the Ulriken. If sales proceeds
and existing cash balances are sufficient to retire the full
amount of the Ulriken allocated debt, Moody's could stabilize the
rating outlook.

In addition, with the Ulriken charter cancellation, Golden State
will be a single asset structure with debt serviced only by the
underlying bareboat charter and accumulated cash. Moody's notes
the Phoenix Voyager's next potential cancellation date is in March
2013, but Chevron must give irrevocable notice of cancellation by
September 2012. Finally, weak tanker markets point to increased
risk that Chevron might not retain the charter on the Phoenix
Voyager, opening that vessel up to re-charter and sales risk.

Golden State Petroleum Transport Corporation's ratings were
assigned by evaluating factors that Moody's considers relevant to
the credit profile of the issuer, such as the company's (i)
business risk and competitive position compared with others within
the industry; (ii) capital structure and financial risk; (iii)
projected performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Golden State Petroleum Transport Corporation's core industry and
believes Golden State Petroleum Transport Corporation's ratings
are comparable to those of other issuers with similar credit risk.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009 (and/or) the Government-Related
Issuers methodology published in July 2010.


GOLDENPARK LLC: Taps Marcus & Millichap as Real Estate Broker
-------------------------------------------------------------
Goldenpark LLC asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Marcus & Millichap
Real Estate Investment Services as real estate broker.

The firm will market the hotel for sale in a professional manner
and maximize recovery of the estate.

Irwin Woldman, a real estate agent at Marcus & Millichap, tells
the Court that in the event of a sale of the hotel, the broker
will be paid a commission equal to 3% of a gross sale price to be
split evenly between the broker and the buyer's agent.

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

Goldenpark LLC operates a 171-room hotel in Norwalk, California.
Pursuant to a franchise agreement with Hilton Worldwide, the hotel
is currently being operated as a Double Tree Hotel.

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  The Debtor tapped ACT
Solutions as accountant.  The Debtor estimated assets and debts at
$10 million to $50 million.


GREENBRIER COS: Amends Credit Facility with Bank of America
-----------------------------------------------------------
The Greenbrier Companies, Inc., on June 30, 2011, entered into a
Second Amended and Restated Credit Agreement with Bank of America,
N.A., as Administrative Agent, Union Bank, National Association,
as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Sole Lead Arranger and Sole Book Manager, and the
lenders, which Amended Credit Facility amends and restates the
Amended and Restated Credit Agreement dated as of Nov. 7, 2006, as
amended.

The Amended Credit Facility allows Greenbrier to borrow, on a
revolving basis, up to $245.0 million at any time outstanding, and
matures on June 30, 2016, at which time all amounts outstanding
are immediately due and payable.

The Amended Credit Facility is secured by substantially all of the
assets of Greenbrier and its material U.S. Subsidiaries, excluding
the stock and assets of certain foreign subsidiaries and assets
pledged as security for existing term loans.  Greenbrier and the
Subsidiary Guarantors entered into a Second Amended and Restated
Security Agreement and Second Amended and Restated Pledge
Agreement under which each of Greenbrier and the Subsidiary
Guarantors granted the lenders security interests in the
collateral securing their obligations under the Credit Agreement.
In addition, the Subsidiary Guarantors entered into a Second
Amended and Restated Continuing Guaranty under which they
guaranteed the obligations of Greenbrier under the Amended Credit
Facility.

In connection with the entry into the Amended Credit Facility,
Greenbrier repaid on June 30, 2011, all outstanding obligations
outstanding under the Credit Agreement, dated June 10, 2009, among
Greenbrier, WLR Recovery Fund IV, L.P. and WLR IV Parallel ESC,
L.P. as holders, the other holders party thereto, and WL Ross &
Co. LLC, as Administrative Agent, thereby terminating its
obligations thereunder.  Immediately prior to its repayment and
termination, there were outstanding borrowings of $71.75 million
under the WLR Credit Agreement.

A full-text copy of the Second Amended and Restated Credit
Agreement is available for free at http://is.gd/vWxcNr

                        About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet at Feb. 28, 2011, showed
$1.19 billion in total assets, $827.88 million in total
liabilities, and $363.16 million in total equity.

                           *     *     *

As reported by the TCR on April 5, 2011, Moody's Investors Service
upgraded the ratings for The Greenbrier Companies Inc. Corporate
Family Rating to 'B3' from 'Caa1'.  The upgrade of the CFR
reflects Moody's expectations that Greenbrier's earnings, revenues
and financial performance will improve over the next 12 to 18
months as a result of growing demand for rail cars.  Greenbrier is
well position to benefit from improving industry conditions in the
rail car manufacturing and leasing businesses, where continued
growth in overall railroad freight volume will likely result in
robust demand growth for new railcars.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, according to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


GREENMAN TECHNOLOGIES: Amends Patent Agreement with M&R
-------------------------------------------------------
GreenMan Technologies, Inc., on June 30, 2011, entered into
Amendment No. 2 to the Exclusive Patent License Agreement dated as
of June 17, 2009, with M & R Development Inc., formerly known as
American Power Group, Inc.  Pursuant to the License, the Company
acquired the exclusive worldwide right, with the right to grant
sublicenses, to make, use, market and sell products and processes
covered by U.S. Patent number 6,003,478, issued on Dec. 21, 1999,
and to use certain technology and information pertaining to the
claims in the patent.

Pursuant to the Amendment:

   * The royalties payable to M&R will be reduced from 10% to 6%
     of Product and Product installation Net Sales from and after
     the date that the sum of all royalties paid to M&R under the
     License equals $15,000,000 on a cumulative basis, and will be
     eliminated altogether from and after the date that the sum of
     all royalties paid to M&R equals $36,000,000 on a cumulative
     basis;

   * Prior to the Royalty Modification Date, neither M&R nor any
     of its stockholders, directors, officers or other
     representatives may (i) sell, license or otherwise transfer
     any of the patent rights licensed by the Company or any other
     proprietary technology or information owned by M&R which
     relate to the licensed patent rights, (ii) sell or otherwise
     transfer a majority of M&R's outstanding capital stock or
    (iii) enter into any agreement or commitment contemplating
     either of the foregoing;

   * M&R has assigned all of its right, title and interest in and
     to the Technology Rights to the Company, such assignment to
     be effective on the Technology Transfer Date, and subject
     only to the prior receipt by M&R of $36,000,000 in cumulative
     royalty payments on or before such date;

   * At any time during the period beginning on the Royalty
     Modification Date and ending on the first anniversary
     thereof, the Company may purchase the Technology Rights from
     M&R for an additional payment of $17,500,000; and

   * If the Company does not exercise the foregoing purchase right
     prior to the first anniversary of the Royalty Modification
     Date, and if M&R subsequently receives a bona fide offer from
     a third party to purchase some or all of the Technology
     Rights, the Company will have the right, exercisable at any
     time within 30 days after the receipt of such an offer, to
     purchase the Technology Rights from M&R for a purchase price
     equal to 110% of the price offered by such third party less
     the sum of all royalties paid to M&R on or before the date
     the Company gives notice of its election to purchase the
     Technology Rights.

A full-text copy of the Amendment No.2 to Exclusive Patent License
Agreement is available for free at http://is.gd/fyjTP4

                    About Greenman Technologies

Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.

The Company's balance sheet at March 31, 2011, showed $5.2 million
in total assets, $5.9 million in total liabilities, and a
stockholders' deficit of $733,895.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, expressed substantial doubt about GreenMan
Technologies' ability to continue as a going concern, following
the Company's results for the fiscal year ended Sept. 30, 2010.
The independent auditors noted that the Company has continued to
incur substantial losses from operations, has not generated
positive cash flows and has insufficient liquidity to fund its
ongoing operations.


GREIF INC: Moody's Rates New EUR250-Mil. Senior Notes at 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new EUR250
million senior notes issued by Greif Luxembourg Finance SCA, an
indirect wholly owned subsidiary of Greif Inc. and affirmed
Greif's Ba1 corporate family rating. The net proceeds of the
issuance will be used for general corporate purposes, including
the financing of acquisitions and the repayment of amounts
outstanding under the revolving multicurrency credit facility.
Moody's also affirmed the stable ratings outlook and revised the
speculative grade liquidity rating to SGL-2 from SGL -1.

Moody's took these rating actions for Greif Luxembourg Finance
SCA:

   -- Assigned EUR 250 million senior notes due 2021, Ba2
(LGD 5- 80%)

Moody's took these rating actions for Greif, Inc.

   -- Affirmed corporate family rating, Ba1

   -- Affirmed probability of default rating, Ba1

   -- Affirmed $250 million 7.75% senior unsecured notes due
8/1/2019, Ba2 (LGD 5 -80% from 76%)

   -- Affirmed $300 million 6.75% Sr. Unsecured notes due
2/1/2017, Ba2 (LGD 5 -- 80% from 76%)

Revised speculative grade liquidity rating to SGL-2 from SGL-1

The ratings outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

RATINGS RATIONALE

The affirmation of the Ba1 corporate family rating reflects
Greif's modest leverage and comfortable interest coverage for the
rating category. Pro forma for the new issuance, both metrics will
remain within the rating category. The affirmation also reflects
an expectation of an improvement in free cash flow now that the
company has completed its cost cutting and productivity
initiatives and integrated the bulk of its previous acquisitions.

The Ba1 Corporate Family Rating also reflects Greif's size, strong
market position and its geographic, customer and end market
diversity. Greif's business operations are closely aligned with
their customer's operations and Greif has long term relationships
with many of its customers. The rating also benefits from the
company's good liquidity profile.

The company's ratings remain constrained by inherent cyclicality,
acquisitiveness, and free cash flow that is weak for the rating
category. The rating is also constrained by the commoditized
product line and lengthy pass-throughs for raw material price
increases and lack of pass-throughs for other costs.

The rating could be upgraded if Greif improves free cash flow to
debt to the positive low double digits and the EBIT margin to the
mid double digits while maintaining all other credit metrics at
current levels or better. An upgrade would also be contingent upon
the company's commitment to maintaining an investment grade
profile and stability in the operating and competitive
environment.

The rating could be downgrade if there is a deterioration in
credit metrics or the operating and competitive environment or a
large debt-financed acquisition. Specifically, the rating could be
downgraded if debt to EBITDA increases above 4.0 times, EBIT to
interest declines below 3.0 times, and free cash flow remains
below the positive mid single digits.

The principal methodology used in rating Greif was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology, published June 2009. Other methodologies
used include Loss Given Default for Speculative Grade Issuers in
the US, Canada, and EMEA, published June 2009.


GSC GROUP: Judge to Proceed with Trustee's Sale
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GSC Group Inc.'s Chapter 11 trustee overcame
opposition from minority lenders and persuaded the bankruptcy
judge in New York at a July 6 hearing to proceed with a sale to
Black Diamond Capital Finance LLC, as agent for the secured
lenders.

Mr. Rochelle relates that U.S. Bankruptcy Judge Arthur Gonzalez
ruled that the sale worked out by the trustee is preferable
because there is "little likelihood of any plan being confirmed,"
court records show.  To confirm a plan would require that minority
lenders convince the court that Black Diamond should be precluded
from voting on a plan, Judge Gonzalez said.  Otherwise, Black
Diamond itself holds enough debt to prevent approval of the plan
by creditors.  A sale is the "only plausible exit strategy," Judge
Gonzalez said. In deciding to sell, the judge said the trustee
"properly exercised business judgment."

Mr. Rochelle notes that Judge Gonzalez, in his ruling, said the
state court is the proper forum to allocate sale proceeds between
Black Diamond and the minority lenders.  The judge indefinitely
postponed consideration of the disclosure statement the minority
lenders filed along with their Chapter 11 plan.

Judge Gonzalez said he appointed former Bankruptcy Judge James L.
Garrity as trustee because of a "lack of confidence in the
debtor's management."  The hearing for approval of the sale was to
go forward July 7.

Mr. Garrity is proposing to sell the business at a price fully
covering $256.8 million in secured claims, with $18.6 million in
cash left over.  The trustee's liquidating plan would provide
$4.6 million for unsecured creditors.

Black Diamond, as agent, will buy most of the assets with a
$224 million credit bid, a $6.7 million note, $5 million in cash,
and debt assumption.

                         About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.


HAMILTON FAMILY: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hamilton Family Dental, PA
          dba Hamilton Cosmetic & Family Dental
        4450 Black Horse Pike, Suite 3932
        Mays Landing, NJ 08330

Bankruptcy Case No.: 11-30389

Chapter 11 Petition Date: July 6, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Margaret A. Holland, Esq.
                  SUBRANNI ZAUBER LLC
                  1624 Pacific Avenue
                  P.O. Box 1913
                  Atlantic City, NJ 08404
                  Tel: (609) 347-7000
                  Fax: (609) 345 4545
                  E-mail: mholland@subranni.com

                         - and -

                  Scott M. Zauber, Esq.
                  SUBRANNI ZAUBER LLC
                  1624 Pacific Avenue
                  P.O. Box 1913
                  Atlantic City, NJ 08404
                  Tel: (609) 347-7000
                  E-mail: szauber@subranni.com

Debtor's
Accountant:       SHARER PETREE BROTZ & SNYDER

Scheduled Assets: $202,535

Scheduled Debts: $1,352,518

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-30389.pdf

The petition was signed by H. David Podolnick, president.


HASSEN REAL ESTATE: Has Cash Collateral Access Until Aug. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Hassen Real Estate Partnership to use, on a final
basis, cash collateral until Aug. 31, 2011.

The cash collateral will be used to pay the expenses that are
needed to maintain the operations of the Debtors.

For the avoidance of doubt, the Debtor will not make any payments
on account of management fees or professional fees included in the
budgets prior to the final hearing nor will the Debtors make any
payments that are not included in the budgets absent further Court
approval.

The Debtor is a borrower under one of two promissory notes both
dated Nov. 21, 2006, and each in the principal amount of
$41 million, which are secured by deeds of trust.  Each Note is
secured by substantially all of the respective Debtors' assets.
The Notes are now held by CSMC 2006-C5 Azusa Avenue Limited
Partnership and CSMC 2006-C5 Barranca Street Limited Partnership,
respectively, and LNR Partners, LLC, acts as the special asset
manager for both partnerships.  As of the petition date, Azusa
Partnership contends that HREP owes approximately $48.6 million,
and Barranca Partnership contends that debtor Eastland Tower
Partnership (ETP) owes approximately $50.5 million.

From the monies held in the Reserve Accounts for ETP, the Lenders
will establish an escrow account in favor of the Utilities, in an
amount equal to one average month of each Debtor's collective
payments to its respective Utilities, in the combined amount of
$58,520.00; provided, however, that ETP is required to replenish
such depleted Reserve Accounts within 60 days.

Lenders are directed to turn over all funds that are not held in a
Reserve Account to the Debtor, which will be placed into the
authorized and fully insured debtor-in-possession account
designated for such Debtor.

Lenders will turnover all funds the Lenders may collect on behalf
of the Debtors, within five days of receipt of each such payment,
to each of the respective Debtors, which will be placed into the
authorized and fully insured debtor-in-possession account
designated for such Debtor.

To the extent that, despite the application of Bankruptcy Code
section 506(c), the Debtors' use of cash collateral results in a
decrease in the value of the Lenders' interests in its collateral,
the Debtors will provide further adequate protection by granting
to the Lenders replacement liens on any cash, receivables, or
other rights created postpetition relating to the properties,
including all postpetition improvements to the collateral, which
replacement liens will be limited to any decrease in value caused
by the Debtor's use of Cash Collateral.

           About Hassen Real Estate and Eastland Tower

Hassen Real Estate Partnership and affiliate Eastland Tower
Partnership are each engaged in the business of commercial real
estate development and operation in West Covina, California.  HREP
owns and operates a retail/office center known as the West Covina
Village Shopping Center, while ETP owns and operates an office
tower known as the Wells Fargo Bank Tower.

HREP filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-25499) on April 10, 2011.  Christine M. Pajak,
Esq., and Marina Fineman, Esq., and Theodore B. Stolman, Esq., at
Stutman, Treister & Glatt Professional Corporation, in Los
Angeles, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

ETP (Bankr. C.D. Calif. Case No. 11-25500) simultaneously filed a
separate Chapter 11 petition.


HAWAII MEDICAL: General Claims Bar Date Set for Aug. 15
-------------------------------------------------------
Judge Robert J. Faris established Aug. 15, 2011, as the deadline
for creditors to file proofs of claim in the bankruptcy case of
Hawaii Medical Center and its affiliated debtors.  The Claims Bar
Date does not apply to holders of administrative expense claims,
bankruptcy professionals of the Debtors and the official
committees working on the case, MidCap Financial LLC, St. Francis
Healthcare Systems of Hawaii and its affiliates, other debtors
holding intercompany claims, and the Office of the U.S. Trustee.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, and McDonald Hopkins LLC serve
as the Debtors' counsel.  The Debtors' financial advisors are
Scouler & Company, LLC.  In its petition, Hawaii Medical Center
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.  The petitions were signed by Kenneth J.
Silva, member of the board of directors.

An official committee of unsecured creditors has been appointed.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America, LLC, discontinued management of the reorganized Debtors.

MidCap Financial, LLC, is owed $46.86 million for exit financing
provided in the previous Chapter 11 case.  The Debtors have been
in default under the MidCap loan since December 2010.  St. Francis
Medical Center is owed $39.18 million for a term loan provided in
August 2010.  Creditors with allowed unsecured claims pursuant to
the 2010 Chapter 11 plan have not yet received payment -- first
installment would have been June 30 -- and are owed $19 million.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.
The Debtors obtained confirmation of their Chapter 11 plan in May
2010 and emerged from bankruptcy in August 2010.


HAWAII MEDICAL: Final Hearing on McDonald Hopkins Employment Today
------------------------------------------------------------------
Judge Robert J. Faris will convene a hearing July 11, 2011, to
consider final approval of Hawaii Medical Center's request to
employ McDonald Hopkins LLC as its bankruptcy counsel.

The Court gave the Debtors interim authority to employ the firm at
the onset of the case.

The firm may be reached at:

          Shawn M. Riley, Esq.
          Paul W. Linehan, Esq.
          John A. Polinko, Esq.
          MCDONALD HOPKINS LLC
          600 Superior Avenue East, Suite 2100
          Cleveland, OH 44114-2653
          Tel: 216-348-5400
          Fax: 216-348-5474
          E-mail: sriley@mcdonaldhopkins.com
                  plinehan@mcdonaldhopkins.com
                  jpolinko@mcdonaldhopkins.com

The firm's current hourly rates are:

          Members              $305 - $660
          Of Counsel           $295 - $580
          Associates           $200 - $380
          Paralegals           $115 - $230
          Law clerks            $50 - $120

According to McDonald Hopkins' books and records, from Aug. 17,
2010, to the petition date, the Debtors paid the firm $542,204 for
legal services rendered and expenses incurred.  The amount
included a $150,000 retainer.  The entire retainer amount remains
unapplied.

As of the petition date, the Debtors owe McDonald Hopkins $105,036
for frees incurred but not paid in the prior Chapter 11 case.  The
firm does not intend to seek payment of the remaining balance.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi serve as the Debtors' local
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

An official committee of unsecured creditors has been appointed.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America, LLC, discontinued management of the reorganized Debtors.

MidCap Financial, LLC, is owed $46.86 million for exit financing
provided in the previous Chapter 11 case.  The Debtors have been
in default under the MidCap loan since December 2010.  St. Francis
Medical Center is owed $39.18 million for a term loan provided in
August 2010.  Creditors with allowed unsecured claims pursuant to
the 2010 Chapter 11 plan have not yet received payment -- first
installment would have been June 30 -- and are owed $19 million.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.
The Debtors obtained confirmation of their Chapter 11 plan in May
2010 and emerged from bankruptcy in August 2010.


HAWAII MEDICAL: Daniel Scouler to Serve as CRO
----------------------------------------------
Hawaii Medical Center and its affiliated debtors have employed
Scouler & Company LLC as financial advisors.  The firm will
provide the services of Daniel Scouler to serve as chief
restructuring officer of the Debtors.  Mr. Scouler charges $695
per hour.

Other Scouler professionals that may work on the Debtors' cases
and their hourly rates are:

          Name                      Hourly Rate
          ----                      -----------
          Robert Noyes                 $400
          Kern Gillette                $450
          Bret Jacobs                  $400
          Lars Parkin                  $250

Scouler was hired by the Debtors in the Chapter 11 bankruptcy case
captioned In re: CHA Hawaii, LLC; Case No. 08-01369.

Daniel Scouler, a consultant at the firm, attests that his firm
does not hold or represent any interest adverse to the Debtors'
estate and Scouler is a "disinterested person" as that phrase is
defined in Sec. 101(14) of the Bankruptcy Code.

The firm may be reached at:

          Daniel Scouler
          SCOULER & COMPANY, LLC
          1801 Century Park East, Suite 2400
          Los Angeles, CA 90067
          Tel: (310) 207-2244
          E-mail: dvscouler@scouler.com

Judge Robert J. Faris will convene a hearing July 11, 2011, to
consider final approval of Hawaii Medical Center's employment of
Scouler.  The Court gave the Debtors interim authority to employ
the firm at the onset of the case.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, and McDonald Hopkins LLC serve
as the Debtors' counsel.  In its petition, Hawaii Medical Center
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.  The petitions were signed by Kenneth J.
Silva, member of the board of directors.

An official committee of unsecured creditors has been appointed.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America, LLC, discontinued management of the reorganized Debtors.

MidCap Financial, LLC, is owed $46.86 million for exit financing
provided in the previous Chapter 11 case.  The Debtors have been
in default under the MidCap loan since December 2010.  St. Francis
Medical Center is owed $39.18 million for a term loan provided in
August 2010.  Creditors with allowed unsecured claims pursuant to
the 2010 Chapter 11 plan have not yet received payment -- first
installment would have been June 30 -- and are owed $19 million.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.
The Debtors obtained confirmation of their Chapter 11 plan in May
2010 and emerged from bankruptcy in August 2010.


HAWKER BEECHCRAFT: Bank Debt Trades at 16% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 83.58 cents-on-
the-dollar during the week ended Friday, July 8, 2011, an increase
of 0.70 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa1 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 213 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Hawker Beechcraft

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

The Company's balance sheet at March 31, 2011, showed $3.121
billion in total assets, $3.396 billion in total liabilities, and
deficit of $275.5 million.

Hawker Beechcraft reported a net loss of $304.3 million on $2.80
billion of total sales for 12 months ended Dec. 31, 2010.  Net
loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively.

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

                          *     *     *

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


HEALTH MANAGEMENT: Bank Debt Trades at 3% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Health Management
Associates, Inc., is a borrower traded in the secondary market at
97.10 cents-on-the-dollar during the week ended Friday, July 8,
2011, an increase of 0.47 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
28, 2014, and carries Moody's B1 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
213 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on May 3, 2011, Fitch
Ratings has upgraded its ratings for Health Management Associates,
Inc., including the Issuer Default Rating (IDR), to 'BB-' from
'B+'.  The Rating Outlook is revised to Stable from Positive.  The
ratings apply to approximately $3 billion of debt at Dec. 31,
2010.

Fitch notes that the entire for-profit hospital industry is
currently in acquisition mode due to attractive asset valuations
and the need to deploy excess cash to offset weak organic top-line
trends.  Health Management's relatively small size means that it
can create value through incremental, cash flow funded
acquisitions. In contrast, a company the size of HCA or Community
Health Systems would have to execute a large, debt-funded
acquisition to make an impact.  While Health Management could
consider a larger transaction in the future, recent activity has
been measured.  The largest acquisition in the past 18 months cost
the company about $150 million.

Maintenance of a 'BB-' IDR for Health Management will require
debt-to-EBITDA maintained at or below 4.0x, and a sustained solid
liquidity profile, with FCF sufficient to fund the company's
growth through acquisition strategy.  A leveraging acquisition
would be the most likely cause of a negative rating action for
Health Management.  A sustained weak organic operating trend for
the hospital industry would also result in pressure on the ratings
if it erodes profitability and financial flexibility over time.  A
positive rating action for Health Management is unlikely in the
near term.

Headquartered in Naples, Florida, Health Management Associates,
Inc., owns and operates acute-care hospitals in non-urban
settings.  The company provides inpatient services such as general
surgery, and oncology as well as outpatient services such as
laboratory, x-ray and physical therapy services.  In addition,
some facilities also offer specialty services such as cardiology,
radiation therapy and MRI scanning.  Health Management carries a
'B1' long term corporate and probability of default ratings, with
stable outlook, from Moody's, a 'B+' issuer credit ratings, with
negative outlook, from Standard & Poor's, and a 'B+' long term
issuer default rating, with stable outlook, from Fitch.


HEREFORD VENTURE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hereford Venture No. One, L.P.
        16910 Dallas Parkway, Suite 100
        Dallas, TX 75248

Bankruptcy Case No.: 11-34424

Chapter 11 Petition Date: July 5, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ALBERTSON, LLP
                  777 Main St., Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817) 335-9411
                  E-mail: jpostnikoff@gpalaw.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/txnb11-34424.pdf

The petition was signed by James E. Gissler, vice president of St.
Ives Holdings, LLC, Debtor's general partner.


HERON LAKE: AgStar Financial Extends Forbearance Until Aug. 1
-------------------------------------------------------------
AgStar Financial Services, PCA, on June 30, 2011, agreed to extend
the maturity date of the Revolving Line of Credit Loan and extend
the forbearance period of the Forbearance Agreement with Heron
Lake BioEnergy, LLC, to Aug. 1, 2011, provided that the Company
accomplish certain restructuring milestones on or before specified
dates.

To effect the extensions, the Company and AgStar entered into
these three agreements on June 30, 2011:

   1. Fourth Amendment to Forbearance Agreement, a full-text copy
      of which is available for free at http://is.gd/6nvu4k

   2. Amendment No. 3 to Amended and Restated Fifth Supplement to
      the Master Loan Agreement dated Dec. 30, 2010, under which
      AgStar agreed to extend the Revolving Line of Credit Loan
      Maturity Date in the Fifth Supplement to the earlier of (i)
      Aug. 1, 2011, and (ii) the date of any Event of Default
      under that certain Fourth Amendment to Forbearance Agreement
      between AgStar and the Company dated June 30, 2011, a full-
      text copy of which is available at http://is.gd/pqwCc0

   3. Allonge No. 3 to extend the maturity date of the Third
      Amended and Restated Revolving Line of Credit Note to match
      the extended maturity date described in the Third Amendment
      to the Fifth Supplement, a full-text copy of which is
      available at no charge at http://is.gd/meEdpR

                         About Heron Lake

Heron Lake, Minn.-based Heron Lake BioEnergy, LLC, is a Minnesota
limited liability company that was formed for the purpose of
constructing and operating a dry mill corn-based ethanol plant
near Heron Lake, Minnesota.  The plant has a stated capacity to
produce 50 million gallons of denatured fuel grade ethanol and
160,000 tons of dried distillers' grains per year.

The Company's balance sheet at April 30, 2011, showed
$107.74 million in total assets, $60.19 million in total
liabilities, and members' equity of $47.55 million.

As reported in the TCR on Jan. 25, 2011, Boulay, Heutmaker, Zibell
& Co. P.L.L.P., in Minneapolis, Minn., expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Oct. 31, 2010.  The independent auditors noted that the Company
has incurred negative operating cash flows of roughly $600,000 for
the fiscal year ending Oct. 31, 2010, and was also out of
compliance with the minimum fixed charge coverage ratio covenant
of its master loan agreement with Agstar Financial Services, PCA.


HESSED INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Hessed, Inc.
        P.O. Box 1438
        Bridgeport, TX 76426

Bankruptcy Case No.: 11-34430

Chapter 11 Petition Date: July 5, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

Estimated Assets: $0 to $50,000

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 J.W. Ray, president.


HILL INTERNATIONAL: Inks Forbearance Pact with Bank of America
--------------------------------------------------------------
Hill International, Inc., on June 30, 2011, entered into a
Forbearance Agreement with Bank of America, N.A., Capital One,
N.A., The PrivateBank and Trust Company, PNC Bank N.A. under the
Company's Credit Agreement dated as of June 30, 2009.

As disclosed in the Company's Form 10-Q for the quarter ended
March 31, 2011, the Company was in violation of certain financial
covenants under its Credit Agreement as of March 31, 2011.  The
Company had received a waiver of the Specified Defaults from the
Lenders through June 29, 2011.

Under the Forbearance Agreement, the Lenders have agreed to
forbear from enforcing their remedies against the Company with
respect to the Company's failure to comply with Specified Defaults
from June 30, 2011, through the earlier of (a) the date of the
occurrence of any default or event of default other than the
Specified Defaults and (b) Sept. 30, 2011.

During the Forbearance Period, outstanding borrowings will be
limited to $80,000,000 and will bear interest at a fluctuating
rate per annum equal to the sum of (a) the highest of (i) the
Federal Funds Rate plus 0.50%, (ii) the Bank of America prime rate
or (iii) the Eurodollar Rate plus 1.00%, plus (b) 3.00%.

A full-text copy of the Forbearance Agreement is available for
free at http://is.gd/orz39Y

                      About Hill International

Hill International, with 2,600 employees in 90 offices worldwide,
provides program management, project management, construction
management, real estate development, and construction claims and
consulting services.  Engineering News-Record magazine recently
ranked Hill as the 8th largest construction management firm in the
United States.  For more information on Hill, please visit the
Company's Web site at www.hillintl.com.


HOPE SPRINGS: Wants Plan Filing Period Extended to July 20
----------------------------------------------------------
Hope Springs Partners, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Indiana to extend its exclusive periods to
file a plan and solicit acceptances of that plan through and
including July 20, 2011, and Sept. 17, 2011, respectively.

Hope Springs tells the Court that it has engaged in settlement
negotiations with secured lender U.S. Bank National Association
regarding the ultimate disposition of this Chapter 11 case.

The Debtor says the extension will provide sufficient time for
Court approval of the settlement.

Pursuant to the settlement agreement, the Debtor intends, among
other things, to dismiss this Chapter 11 case, transfer funds on
deposit to a court-appointed receiver and continue to cooperate
with U.S. Bank with respect to either a third party sale or
friendly foreclosure of the real property owned by the Debtor.

Carmel, Indiana-based Hope Springs Partners, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-17467) on Nov. 19, 2010, estimating assets at $10 million to
$50 million and debts at $1 million to $10 million.  No committee
of unsecured creditors has been appointed in the Chapter 11 case.

Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, in Chicago,
represents the Debtor as counsel.


HOSPITAL DAMAS: Plan Solicitation Exclusivity Expires Sept. 30
--------------------------------------------------------------
The Hon. Mildred Caban Flor of the U.S. Bankruptcy Court for the
District of Puerto Rico extended Hospital Damas Inc.'s exclusive
period to accept the proposed plan of reorganization from July 31,
2011, to Sept. 30, 2011.

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010.  Charles A. Cuprill-Hernandez, Esq., at Charles A.
Cuprill, P.S.C., Law Offices, serves as the Debtor's bankruptcy
counsel.  Silva CPA Group serves as its financial advisor.
Enrique Peral Law Offices, P.S.C., as special counsel.  FPV &
Galindez PSC to will assist in processing and preparing
statistical data required for the preparation of the Medicare cost
report.

In October 2010, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors of the
Debtor.  Todd C. Meyers, Esq., and Colin M. Bernardino, Esq., at
Kilpatrick Stockton LLP, represents the Committee as legal
counsel, and Edgardo Munoz, Esq., at Edgardo Munoz, PSC, serves
the Committee as local counsel.

In its schedules, the Debtor disclosed $24,017,166 in total assets
and $21,267,263 in total liabilities as of the Petition Date.


IHEALTHCARE INC: Court Rules on D&O Insurance Coverage Dispute
--------------------------------------------------------------
The Appellate Court of Illinois, First District, Third Division,
affirmed an order of the Circuit Court of Cook County granting
partial summary judgment in favor of Jeffrey Yessenow and Vijay
Patel, former directors of two bankrupt Indiana entities, holding
that, pursuant to a directors and officers liability policy,
Executive Risk Indemnity Inc. must defend Messrs. Yessenow and
Patel in an underlying lawsuit filed by the bankruptcy trustee.
On appeal, Executive contends that the trial court erred in
finding (1) that the policy's bankruptcy exclusion was
unenforceable; and (2) that the policy's "insured versus insured"
exclusion was ambiguous and must be resolved in favor of the
insured.

The case is Jeffrey Yessenow and Vijay Patel, Plaintiffs-
Appellees, v. Executive Risk Indemnity, Inc., Defendant-Appellant,
No. 1-10-2920 (Ill. App. Ct.).  A copy of the Court's June 30,
2011 Opinion is available at http://is.gd/ipz52Bfrom Leagle.com.

Messrs. Yessenow and Patel are physicians and former directors and
officers of iHealthcare, Inc., and Illiana Surgery and Medical
Center, LLC.  Illiana was organized as an Indiana limited
liability company in February 1999 and renamed Heartland Memorial
Hospital, LLC, in May 2006.  Heartland operated several for-
profit, physician-owned, healthcare practices in Indiana and
Illinois. iHealthcare is an Indiana corporation formed in June
2002 and was the sole owner of the equity of Heartland, which was
managed by a committee of iHealthcare's board of directors.

In October 2005, Executive issued to plaintiffs, as directors of
iHealthcare, a "Diversified Healthcare Organization Directors and
Officers Liability Insurance Policy", which covered the period of
Oct. 2, 2005 to Oct. 2, 2006 with a runoff endorsement extending
the reporting period to Oct. 2, 2007.

In January 2007, Heartland was brought into involuntary bankruptcy
by its creditors.  In March 2007, iHealthcare petitioned for
chapter 11, and in April 2007, the cases were consolidated.  In
February 2009, the court-appointed trustee for Heartland, David
Abrams, filed two lawsuits in the hospital's bankruptcy proceeding
against plaintiffs and several other former directors of
iHealthcare.  Three additional lawsuits were filed against
plaintiffs, one by iHealthcare in its bankruptcy proceeding
alleging mismanagement and self-dealing and two by other former
directors of iHealthcare.  However, Executive has denied the
plaintiffs coverage.


IMAGEWARE SYSTEMS: Dismisses Marcum LLP as Accountants
------------------------------------------------------
The Audit Committee of the Board of Directors of ImageWare
Systems, Inc., dismissed Marcum LLP as the Company's independent
registered public accounting firm, and engaged Mayer Hoffman
McCann P.C. as its independent registered public accounting firm.
The Company's decision to dismiss Marcum and to engage MHM was
approved by the Board of Directors of the Company on June 30,
2011, based on the Board's decision to reduce the expenses of
completing the Company's audits of the financial statements for
the fiscal years ended 2009, 2010 and subsequent periods.  The
Company intends to complete the required audits, and bring the
Company current in its reporting obligations under the Securities
Exchange Act of 1934.

On Oct. 1, 2010, the Company's prior independent registered public
accounting firm, Stonefield Josephson, Inc., combined its practice
with Marcum and began practicing in California and Hong Kong as
"MarcumStonefield", a division of Marcum.  Accordingly, effective
Oct. 1, 2010, Stonefield effectively resigned as the Company's
independent registered public accounting firm and Marcum became
the Company's independent registered public accounting firm.  This
change in the Company's independent registered public accounting
firm was approved by the Audit Committee of the Company's Board of
Directors on Oct. 6, 2010.

The report of Stonefield on the consolidated financial statements
for the Company for the fiscal year ending Dec. 31, 2008, did not
contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to audit scope or accounting principles.
Stonefield's's opinion did contain a qualification raising
substantial doubt about the Company's ability to continue as a
going concern due to the Company's financial condition.

During the Company's two most recent fiscal years and the
subsequent interim periods through the date of dismissal, there
were no disagreements with Stonefield and subsequently Marcum on
any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of Marcum, would have caused it to
make reference to the subject matter of the disagreements in
connection with its reports on the financial statements for those
periods.  Marcum did not, however, render an opinion with respect
to the Company's financial statements for the fiscal years ended
2009 and 2010, which financial statements will be audited by MHM.

On Aug. 16, 2010, the Company filed a Current Report on Form 8-K
indicating that the Company had determined that its financial
statements for the three and six months ended March 31 and
June 30, 2009, respectively, which are included in its Forms 10-Q
for the quarters ended March 31, 2009, and June 30, 2009, should
not be relied upon due to an error in such financial statements
with respect to the accounting for certain derivative features of
the Company's Series C and D Preferred Stock and certain warrants
which were previously recorded as equity instruments in accordance
with generally accepted accounting principles in effect through
Dec. 31, 2008.  After discussion with the Company's Board of
Directors and Marcum, the Company decided to restate the financial
statements for the three and six months ended March 31 and
June 30, 2009, respectively, and intends to file corrected reports
for the affected periods.

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


IMUA BLUEHEN: Sec. 341 Meeting of Creditors on July 26
------------------------------------------------------
A meeting of creditors of Imua Bluehen, LLC will be held on July
26 at 2:00 p.m.  The meeting will be conducted at:

   US Trustee Meeting Room
   1132 Bishop Street
   Suite 606
   Honolulu, HI 9681

The creditors of Imua Bluehen, LLC, are required to file their
proofs of debt by Oct. 24, 2011 for non-governmental units, and
Dec. 14, 2011 for governmental units.

Honolulu, Hawaii-based Imua Bluehen, LLC, owns the Laniakea Plaza,
a commercial retail operation.  Imua Bluehens filed for Chapter 11
bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011.
Judge Robert J. Faris presides over the case.  In its petition,
the Debtor estimated assets and debts of $10 million to $50
million.  The petition was signed by James K. Kai, manager.


INDEPENDENCE TAX III: March 31 Balance Sheet Upside-Down by $29.7M
------------------------------------------------------------------
Independence Tax Credit Plus L.P. III filed on June 27, 2011, its
annual report on Form 10-K for the fiscal year ended March 31,
2011.

Trien Rosenberg Weinberg Ciullo & Fazzari LLP, in New York, noted
that the Partnership's consolidated financial statements for the
fiscal year ended March 31, 2011, include the financial statements
of two subsidiary partnerships with significant uncertainties.
These two subsidiary partnerships' net losses aggregated
$413,927 (2010 Fiscal Year) and $4,959,477 (2009 Fiscal Year) and
their assets aggregated $1,715,468 at March 31, 201,1 and
$1,938,832 at March 31, 2010.

The Partnership reported net income of $1.1 million on
$6.1 million of revenues for the fiscal year ended March 31, 2011,
compared with a net loss of $31.5 million on $6.2 million of
revenues for the fiscal year ended March 31, 2010.

Loss on impairment of fixed assets amounted to approximately
$1.9 million and $23.9 million for the 2010 and 2009 Fiscal Year,
respectively.

The Company reported $4.6 million income from discontinued
operations of $4.6 million for the 2010 Fiscal Year, as compared
to a loss of $4.8 million for the 2009 Fiscal Year.

At March 31, 2011, the Partnership's balance sheet showed
$19.3 million in total assets, $49.0 million in total liabilities,
and a stockholder's deficit of $29.7 million.

A copy of the Form 10-K is available at http://is.gd/u7E5Uc

                    About Independence Tax III

Independence Tax Credit Plus L.P. III is a limited partnership
which was formed under the laws of the State of Delaware on
Dec. 23, 1993.  The Partnership invests in other partnerships
owning leveraged apartment complexes that are eligible for the
low-income housing tax credit enacted in the Tax Reform Act of
1986, some of which may also be eligible for the historic
rehabilitation tax credit.  The Partnership is based in New York
City.


INGLES MARKETS: S&P Affirms CCR at 'BB-'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ingles
Market Inc. to stable from negative. "At the same time, we
affirmed our ratings on the company, including the 'BB-' corporate
credit rating," S&P said.

"The ratings on Ingles reflect our expectation that the company
will increase both sales and profits slightly in the near term,
thereby enhancing credit metrics," said Standard & Poor's credit
analyst Charles Pinson-Rose. "However, we do not anticipate
changing our assessment of the company's financial risk from
aggressive."

"We also view Ingles' business risk as satisfactory," added Mr.
Pinson-Rose, "based on its historical sales performance, which is
better than most competitors, despite intense competition within
the industry."


INTERNATIONAL ENERGY: Wants Until Aug. 28 to File Chapter 11 Plan
-----------------------------------------------------------------
International Energy Holdings Corp., asks the U.S. Bankruptcy
Court for the Middle District of Florida to extend its time to
file and solicit acceptances for the proposed plan of
reorganization until Aug. 28, 2011, and Sept. 24, repsectively.

The Debtors filed their request for an extension before the

exclusive periods was set to expire on June 29, 2011.

The Debtor requests the extension due to unforeseen circumstances
and delays related to a change of venue.

                    About International Energy

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

The U.S. Bankruptcy Court for the Middle District of Florida
authorized the transfer of venue of the case to a bankruptcy court
in the Northern District of Iowa.

Donald F. Walton, U.S. Trustee for Region 21, appointed three
members to the Official Committee of Unsecured Creditors in the
Debtor's case.


INTERNATIONAL ENERGY: U.S. Trustee Forms 7-Member Creditors' Panel
------------------------------------------------------------------
William T. Neary, United States Trustee for Region 6, under 11
U.S.C. Sec. 1102(a) and (b), appointed unsecured creditors who are
willing to serve on the Official Committee of Unsecured Creditors
of Levelland/Hockley County Ethanol LLC.

The Creditors Committee members are:

     1.  Oppliger Feedyard Inc.
         Don Oppliger - Owner
         P.O. Box 854, 520 CR 14
         Clovis, NM 88101
         Tel: (575) 389-5321
         Fax: (575) 389-5324
         E-mail: oppliger@3lefties.com

      2. Loepky Farms
         John Loepky
         1315 CR 313
         Seminole, Texas 79360
         Tel: 432-758-6383
         Fax: 432-758-9903
         E-mail: loepkyfarms@crosswind.net

      3. Friona Wheat Growers
         Gregg O'Brian
         Chief Executive Officer
         P.O. Box 248
         103 East 5th Street
         Friona, TX 79035
         Tel: (806) 250-3211
         Fax: (806) 250-2150
         E-mail: grego@frionawheatgrowers.com

      4. Hansen Mueller
         Jack Hansen
         Chief Executive Officer
         12231 Emmet Street
         Omaha, NE 68164
         Tel: (402) 491-3385
         Fax: (402) 491-0645
         E-mail: J.hansen@hmgrain.com

      5. Ferm-Solutions Inc.
         Melissa Baker
         PO Box 203
         Danville, KY 40423
         Tel: (859) 402-8707 ext. 191
         Fax (859) 239-3040
         E-mail: mbaker@ferm-solutions.com

      6. Triple Nickel, Inc.
         Chad Nickels
         808 West 19th Street
         Muleshoe, Texas 79347
         Tel: (806) 272-7500
         Fax: (806)272-7504
         E-mail: chad@cknickels.com
                 pgc.pgrb@gmail.com

      7. Nathan Segal & Co.
         Jack Goldfield
         P.O. Box 272189
         Houston, Texas 77277
         Tel: (800) 969-3333
         Fax: (713)823-1006
         E-mail: jackg@nathansegal.com

                       About Levelland Ethanol

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal of
its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011, represented by lawyers
at Block & Garden, LLP, in Dallas.  In its petition, the Debtor
estimated $50 million to $100 million in assets and $10 million to
$50 million in debts.


INUVO INC: NYSE Amex Accepts Firm's Plan of Compliance
------------------------------------------------------
Inuvo(R), Inc. received notice from the NYSE Amex that the
Exchange has accepted the Company's plan to regain compliance with
the continued listing standards of the Exchange by December 8,
2012 and will continue to list Inuvo's common stock on the NYSE
Amex during the extension period.

Wally Ruiz, Inuvo's Chief Financial Officer, commented on the
approval, "We are pleased with the decision of the NYSE Amex.  We
submitted a realistic plan to retain compliance and recently
executed on the first part of the plan by completing an equity
raise.  We expect to implement the balance of the plan during the
compliance period."

On May 9, 2011, Inuvo received noticed from the NYSE Amex Staff
indicating that Inuvo was not in compliance with Section
1003(a)(ii) of the NYSE Amex Company Guide, specifically with
stockholders' equity of less than $4,000,000 and losses from
continuing operations and/or net losses in three of its four most
recent fiscal years.  Inuvo was afforded the opportunity to submit
a plan of compliance to the Exchange and on June 8, 2011, Inuvo
presented its plan to the Exchange.

On July 5, 2011, the Exchange notified Inuvo that it accepted the
Company's plan of compliance and granted the Company an extension
until December 8, 2012 to regain compliance with the continued
listing standards.  Inuvo will be subject to periodic review by
Exchange Staff during the extension period.  Failure to make
progress consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the NYSE Amex LLC.

                         About Inuvo, Inc.

Inuvo(R), Inc. is an online technology and services company
specialized in driving clicks, leads and sales through targeting
that utilizes unique data and sophisticated analytics.


INYX USA: Shareholders Win Class Cert. in Fraud Battle
------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that U.S. District
Judge P. Kevin Castel on Tuesday granted class status to
shareholders alleging Inyx Inc.'s senior officers operated a fraud
that drove the pharmaceutical company's U.S. business into
bankruptcy in 2007.

Law360 relates that Judge Castel certified the class and appointed
Brower Piven PC class counsel, as the investors bear down on Inyx
and its insiders for allegedly lying about the company's condition
and fabricating accounts to tap into hundreds of millions of
dollars in loans.

                            About Inyx USA

Based in Manati, Puerto Rico, Inyx USA Ltd. operates a
pharmaceuticals production center that encompasses five buildings
totaling 140,000 square feet and extending over 9.5 acres.
Exaeris, Inc., located in Exton, Pennsylvania, focuses on the
strategic commercialization of niche or enhanced pharmaceutical
products, marketing and promotion activities.  Inyx USA and
Exaeris are wholly owned subsidiaries of Inyx, Inc. (OTC:IYXI) --
http://www.inyxinc.com/-- a specialty pharmaceutical company.

Inyx USA and Exaeris filed for chapter 11 protection (Bankr. D.
Del. Case Nos. 07-10887 and 07-10888) on July 2, 2007.  Anthony M.
Saccullo, Esq., at Fox Rothschild, L.L.P., represents the Debtors.
When Inyx USA filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.
Exaeris estimated its assets were less than $10,000 but debts were
between $1 million and $100 million.

In Court documents filed by Jack Kachkar, CEO of Inyx, Inc., Inyx
USA is indebted to Westernbank Puerto Rico in the approximate
amount of $35 million and secured by a first-priority lien in
substantially all of Inyx USA's assets.  Exaeris has in excess of
$5 million in prepetition unsecured obligations outstanding to
various creditors.

Ashton Pharmaceuticals and Inyx Pharma, the Debtors' UK
affiliates, were placed into an involuntary administration on
June 29, 2007.  Ernst & Young was appointed by the UK court as
administrators.


IRVINE SENSORS: Issues $4.25MM of 12% Secured Convertible Notes
---------------------------------------------------------------
Irvine Sensors Corporation, on July 1, 2011, issued and sold to
four accredited investors, including Costa Brava Partnership III
L.P. and The Griffin Fund LP, 12% Subordinated Secured Convertible
Notes due Dec. 23, 2015, in the aggregate principal amount of
$4,250,000.  Costa Brava and Griffin are greater than 10%
stockholders of the Company, are holders of Prior Notes and Senior
Subordinated Notes and collectively have five designees on the
Company's Board of Directors.  The proceeds of the Financing will
be used for general working capital purposes.

The New Notes are secured by substantially all of the assets of
the Company pursuant to a Security Agreement dated July 1, 2011,
between the Company and Costa Brava as representative of the
holders of the New Notes, but the liens securing the New Notes are
subordinate to the liens securing the indebtedness of the Company
to Summit Financial Resources, L.P., under that certain Financing
Agreement dated as of June 16, 2009, and subordinate to the liens
securing those certain 12% Senior Subordinated Secured Promissory
Notes due March 16, 2013 held by Costa Brava and Griffin, and the
New Notes are subordinate in right of payment to that certain
Secured Promissory Note dated April 14, 2010, issued by the
Company to Timothy Looney.

In connection with the Financing, on July 1, 2011, the Company
also entered into a Second Omnibus Amendment with Costa Brava,
Griffin and the holders of the New Notes to (i) amend the Prior
Notes, and the security agreements covering the Prior Notes, to
permit the Financing and to make the liens securing the Prior
Notes pari passu with the liens securing the New Notes and (ii)
amend the Senior Subordinated Notes to permit the Financing and to
give the holders of the Senior Subordinated Notes the right to
demand repayment of the Senior Subordinated Notes anytime on or
after July 16, 2012.

The New Notes have not been registered under the Securities Act of
1933 and may not be offered or sold absent registration or an
applicable exemption from registration. The Company may expand the
Financing.

A full-text copy of the Security Agreement is available for free
at http://is.gd/KBefM7

                       About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended Oct. 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended Sept. 27, 2009.


JACKSON HEWITT: Creditors Win Time to Probe PrePack Plan
---------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that unsecured creditors
in Jackson Hewitt Tax Service Inc.'s bankruptcy won an extra month
Thursday to investigate the company's prepackaged reorganization
plan and secured resources for the effort after a judge refused to
place a hard cap on attorneys' fees.


                         About Jackson Hewitt

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent.  The Debtors also tapped Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

The Debtors filed a Joint Prepackaged Plan of Reorganization and
Disclosure Statement together with their petitions.  Under the
terms of the Plan, Jackson Hewitt's current secured lenders will
receive their pro rata share of a new $100 million term loan and
all of the equity in the reorganized enterprise.  The Company also
anticipates entering into a new $115 million revolving credit
facility upon consummation of the Plan.  It is anticipated that
upon consummation of the proposed Plan, Jackson Hewitt's new
equity will be privately held.  All of the Company's existing
common stock will be cancelled upon Jackson Hewitt's emergence
from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.


JAMES RIVER: Enters Into $100-Mil. New Credit Pact with GE
----------------------------------------------------------
James River Coal Company, on June 30, 2011, entered into a Second
Amended and Restated Revolving Credit Agreement by and among the
Company, certain of its subsidiaries, the lenders party thereto,
and General Electric Capital Corporation, as Administrative Agent
and Collateral Agent, with GE Capital Markets, Inc., and UBS
Securities LLC having acted as Joint Lead Arrangers and Joint
Bookrunners.  The New Revolving Credit Agreement supersedes and
replaces the Amended and Restated Revolving Credit Agreement,
originally dated as of Jan. 28, 2010, and amended several times
thereafter, entered into among the Company, certain of its
subsidiaries.

The Company intends to utilize the loans and letters of credit
available to it and its subsidiaries under the New Revolving
Credit Agreement to (i) replace the existing letters of credit
issued for its account under the Previous Revolving Credit
Agreement and issued for the account of its recently acquired
subsidiaries, International Resource Partners LP and its
subsidiaries, under IRP's previous revolving credit agreement and
(ii) provide for the on-going working capital needs and other
general corporate purposes of the Company and its subsidiaries.

The New Revolving Credit Agreement provides for a revolving line
of credit of up to $100,000,000 including a $100,000,000 letter of
credit subfacility.  The aggregate amount of loans and letters of
credit that may be obtained by the Company and its subsidiaries at
any time under the New Revolving Credit Facility is limited to an
amount equal to the lesser of (i) $100,000,000 and (ii) the amount
of the Borrowing Base.  The obligations of the Company under the
New Revolving Credit Agreement are secured by substantially all of
the assets of the Company and its subsidiaries who are borrowers
or guarantors thereunder.

The New Revolving Credit Facility will terminate on June 30, 2015,
and no additional loans or letters of credit may be obtained by
the Company and its subsidiaries under the New Revolving Credit
Facility on or after that date and all obligations of the Company
and its subsidiaries under the New Revolving Credit Facility will
mature and be payable on such date.

Loans under the New Revolving Credit Facility will bear interest,
at the Company's option, at a rate per annum equal to either (a)
the sum of the Base Rate (defined as the highest of (1) the Prime
Rate, (2) the Federal Funds Rate plus 0.5% per annum, and (3) the
sum of (x) the three-month LIBOR plus (y) the excess of the
Applicable Margin for LIBOR Rate Loans over the Applicable Margin
for Base Rate Loans) plus 2.25% or (b) the sum of LIBOR (defined
as the higher of (1) the one-, two- or three-month LIBOR as
selected by the Company or (2) the three-month LIBOR) plus 3.25%.
Accrued interest on each loan under the New Revolving Credit
Facility bearing interest based on the Base Rate will be payable
monthly in arrears and accrued interest on each loan under the New
Revolving Credit Facility bearing interest based on LIBOR will be
payable at the end of such loan's one-, two- or three-month
interest period.

A full-text copy of the Second Amended and Restated Revolving
Credit Agreement is available for free at http://is.gd/oJ9Uwz

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company's balance sheet at March 31, 2011, showed
$1.42 billion in total assets, $971.53 million in total
liabilities, and $452.41 million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JOHN PAULSEN: Mosaic Financial Suit Stayed Pending Bankruptcy
-------------------------------------------------------------
District Judge Gordon J. Quist adopted the Report and
Recommendation filed by the United States Magistrate Judge, and
held that the lawsuit Mosaic Financial Services, LLC, v.
Rotateblack Investment Fund I, LLC, DHRU Desai, and John Paulsen,
Case No. 1:07-MC-65 (W.D. Mich.), is held in abeyance in light of
Mr. Paulsen's Chapter 11 bankruptcy case and the automatic stay
arising in connection with that proceeding pursuant to 11 U.S.C.
Sec. 362.  The lawsuit is administratively closed, pending an
appropriate request by counsel to reopen following further action
by the bankruptcy court.  A copy of Judge Quist's July 6, 2011
Order is available at http://is.gd/BjNsNCfrom Leagle.com.

John Charles Paulsen filed for Chapter 11 bankruptcy on June 8,
2011.


JOSEPH PERCONTI: Organizational Meeting to Form Panel on July 19
----------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, held an
organizational meeting on July 19, 2011, at 11:00 a.m. in the
bankruptcy case of Joseph C. Perconti.  The meeting will be held
at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


KCXP INVESTMENT: Has Deal With Lender, Seeks Case Dismissal
-----------------------------------------------------------
KCXP Investments, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada to enter an order dismissing its Chapter 11
case.

Kevin A. Darby, Esq., of Darby Law Practice, Ltd., counsel for the
Debtor, says that the Debtor has already successfully reached an
agreement with its secured creditor, Security First Bank, which
will allow the Debtor to continue to operate its business without
bankruptcy court protection and the continued accumulation of
administrative fees.  In addition, the Debtor will pay all
unsecured creditors in full outside of bankruptcy.

According to Mr. Darby, the Debtor has negotiated the Forbearance
Agreement with Security First Bank, which resolved the pending
foreclosure on the Jet Ranch Complex.   The Debtor is willing to
pay all unsecured debts in full, and has reached out to unsecured
creditors to negotiate repayment terms.

Because Debtor has resolved the issues that caused the filing of
this case and is willing to pay all of its debts in full outside
of this Bankruptcy Case, Mr. Darby states that cause exists to
dismiss this case.  Dismissal will also pave the way for the
Debtor to sell hangar units and generate funds to pay creditors.
At the same time, it will eliminate the continued accrual of
administrative expenses such as attorneys fees, costs and U.S.
Trustee's Fees.

                      About KCXP Investments

Dayton, Nevada-based KCXP Investments, LLC, dba Jet Ranch Hangar
Community Association, owns and operates an airplane hangar
located at the Carson City Airport in Carson City, Nevada, which
consists of 12-buildings totaling 82,400 square feet of hangar and
office space situated on 3.3 acres of leased real estate at the
east end of the Carson City Airport.

KCXP Investments filed for Chapter 11 bankruptcy protection
(Bankr. D. Nev. Case No. 10-54847) on Dec. 14, 2010.  Kevin A.
Darby, Esq., at Darby Law Practice, Ltd., serves as the Debtor's
bankruptcy counsel.  According to its schedules, the Debtor
disclosed $12,588,750 in total assets and $6,027,645 in total
debts as of the Petition Date.


KCXP INVESTMENT: Central Bank Granted Relief From Stay
------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah granted Central Bank relief from the automatic
stay to permit Central Bank, a secured creditor of the Debtor, to
pursue its remedies pursuant to a promissory note, trust deed and
loan documents on certain parcels the real property located at
1148 West 1150 South in Payson, Utah.

                     About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Blake D. Miller, Esq., and
James W. Anderson, Esq., at Miller Guymon, PC, in Salt Lake City,
represent the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

David P. Billings, Esq., and J. Thomas Beckett, Esq., at Parsons,
Behle & Latimer, P.C., in Salt Lake City, represent the Official
Committee of Unsecured Creditors.


KIEBLER RECREATION: Withdrawal of Thompson Hine as Counsel OK'd
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Ohio authorized
Thompson Hine LLP, to withdraw as counsel to Kiebler Recreation,
LLC.

The withdrawal became effective upon the appointment by the Office
of the U.S. Trustee of a Chapter 11 trustee in the case.

As reported in the Troubled Company Reporter on June 28, 2011,
Judge Randolph Baxter approved the trustee appointment of lawyer
David O. Simon.  Mr. Simon assumes oversight of the operations of
thePeak from Paul E. Kiebler IV, a real estate developer from
Chardon, Ohio, east of Cleveland.

                    About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-15099) on May 26, 2010.  Robert C. Folland,
Esq., at Thompson Hine LLP, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million as of the
Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-
19087).


KT SPEARS: Court Transfers Case the District of South Carolina
--------------------------------------------------------------
The Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the
Southern District of California transferred the Chapter 11 case of
KT Spears Creek, LLC, to the Bankruptcy Court for the District of
South Carolina.

In response to Creditor RBC Bank(USA)'s motion to dismiss the
Debtor's case for bad faith filing, Judge Paul, in a memorandum
opinion dated June 28, 2011, concluded that the Debtor's case be
transferred, in the interest of justice and for the convenience of
the parties.

As reported in the Troubled Company Reporter on June 17, 2011,
RBC Bank told the Court that the bankruptcy filing was designed
to thwart the bank from completing its foreclosure of a multi-
family apartment complex located in Richland County, South
Carolina.

                      About KT Spears Creek

KT Spears Creek, LLC, is a real estate holding company.  One of
these real estate holding includes an operating apartment complex
and an additional area on which a second apartment complex may be
constructed.  The operating apartment complex, Greenhill Parish
Crossing Apartments Homes, located in Elgin, S.C., is
substantially occupied.  The Debtor's remaining two real estate
holdings are comprised of undeveloped commercial land.

KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge
Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq., at
Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $13,104,543 in assets and
$29,851,834 in liabilities as of the Chapter 11 filing.

No official committee of unsecured creditors has been appointed in
the case.

On Nov. 12, 2010, the Court of Common Pleas appointed Henry W.
Moore of Colliers International as receiver over certain property,
including the Greenhill Apartments and rents and profits
therefrom.


LAREDO PETROLEUM: Moody's Upgrades 'Ba3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service upgraded Laredo Petroleum, Inc.'s
Corporate Family Rating to B3 from Caa1 and confirmed the Caa2
rating on its senior unsecured notes. The outlook is stable. This
concludes the review which was initiated on June 16, 2011 in
response to Laredo's announcement of plans to acquire Broad Oak
Energy, Inc.

RATINGS RATIONALE

"The upgrade of Laredo's CFR to B3 reflects its increased scale,
diversification, and liquids production as a result of acquiring
Broad Oak," commented Jonathan Kalmanoff, Moody's Analyst. "The
confirmation of the Caa2 note rating reflects increased notching
between the CFR and the note ratings because of a higher
proportion of secured debt in the capital structure."

Laredo's B3 CFR reflects its strong returns relative to similarly
rated peers due to low F&D costs and a relatively high proportion
of liquids production, leverage on production which is high
relative to peers, and the scale of the company's proven developed
reserve base which is consistent with the B3 rating. Given the
company's aggressive capital spending plans which are well in
excess of cash flow and high degree of reliance on its borrowing
base credit facility, the rating assumes that Laredo will
adequately manage its liquidity, maintain capital productivity in
line with historical trends, and continue to benefit from strong
oil prices. The CFR is supported by the management team's long
history in the mid-continent region, good geological
diversification, a large drilling inventory, and the financial
strength of its private equity sponsor.

Laredo has $150 million of availability under its $650 million ($1
billion total commitment) borrowing base credit facility and $62.4
million of cash as of the close of the Broad Oak acquisition. As
an additional source of liquidity, the company has $50 million
remaining under an equity commitment from Warburg Pincus which it
could draw on at its discretion. Given the extent to which the
company plans to outspend cash flow over the next few years,
Moody's expects the credit facility to remain highly utilized.
This entails liquidity risk since the borrowing base is subject to
semi-annual redeterminations based on a combination of commodity
prices and proven reserves. A sharp drop in prices or poor reserve
replacement could result in decreased availability under the
facility, potentially requiring repayment of a portion of the
outstanding borrowings. Covenants under the facility include
EBITDAX / interest of not less than 2.5x and a current ratio of
not less than 1.0x. Moody's anticipates that the company will
maintain adequate head room under these covenants over the next
twelve months given its current capital spending plans. There are
no debt maturities until 2016 when the credit facility matures.
Substantially all of Laredo's assets are pledged as security under
the credit facility which limits the extent to which asset sales
could provide a source of additional liquidity if needed.

The Caa2 senior unsecured note rating reflects both the overall
probability of default of Laredo, to which Moody's assigns a PDR
of B3, and a loss given default of LGD5-85%. The size of the $650
million senior secured revolver's potential priority claim
relative to the senior unsecured notes results in the notes being
rated two notches beneath the B3 CFR under Moody's Loss Given
Default Methodology.

An upgrade could result if Laredo were to reduce leverage on
average daily production to below $30,000/boe, or if proven
developed reserves were to increase to above 100,000 mboe while
maintaining leverage on average daily production to below
$40,000/boe. A downgrade could result if leverage on average daily
production was expected to increase to $50,000/boe as the result
of a high level of debt funding of growth or large distributions.

The principal methodology used in rating Laredo was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2008. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009 (and/or) the
Government-Related Issuers methodology published in July 2010.

Laredo Petroleum, Inc. is an independent exploration and
production company headquartered in Tulsa, OK.


LOCATION BASED TECH: Inks Commercial Agreement with Radio Movil
---------------------------------------------------------------
Location Based Technologies, Inc., on June 28, 2011, entered into
a Commercial Agreement with Radio Movil, DIPSA and Telcel to
provide PocketFinder(R) products and services in Mexico and Latin
America.  A full-text copy of the Commercial Agreement is
available for free at http://is.gd/nc31Kp

                 About Location Based Technologies

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

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

The Company's balance sheet at Feb. 28, 2011, showed $1.75 million
in total assets, $6.96 million in total liabilities, and a $5.21
million stockholders' deficit.


LOS ANGELES DODGERS: Expects Approval of Bankruptcy Financing Plan
------------------------------------------------------------------
The Associated Press reports that the Los Angeles Dodgers on
struck out in a court bid to obtain documents from Major League
Baseball, but expressed confidence their bankruptcy financing plan
will be approved.

According to the report, the Dodgers wanted the paperwork to
support their position that Baseball commissioner Bud Selig should
not become the team's bankruptcy lender as they attempt a Chapter
11 reorganization.

The AP says the move comes after a divorce case between team owner
Frank McCourt and ex-wife Jamie, who seeks half his holdings, and
after Mr. Selig shot down a rights deal with Fox television
McCourt expected to lead to a divorce settlement.

Mr. Selig said the Dodgers' assets should not be used to cover
McCourt's personal matters and appointed an overseer to make
certain the Dodgers did not suffer as a result of the situation.

Mr. McCourt said he wants to show the Dodgers have been singled
out unfairly compared to other clubs in financial trouble, such as
the New York Mets or the once-bankrupt Texas Rangers, whose
paperwork the Dodgers sought.

The report says Judge Kevin Gross ruled the issue of Mr. Selig's
credibility was not relevant to the matters set to be discussed in
a July 20 hearing on the proposed $150 million financial deal
McCourt has with Highbridge Capital.

                   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.  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.

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


LOS ANGELES DODGERS: To Hire Young Conaway as Attorneys
-------------------------------------------------------
Los Angeles Dodgers LLC seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Young Conaway
Stargatt & Taylor, LLP as attorneys.

Young Conaway's knowledge, expertise, and experience practicing
before this Court, will enable the Firm to work in an efficient
and cost-effective manner on behalf of the Debtor's estates.

The firm's rates are:

          Personnel                                   Rates
          ---------                                   -----
        Robert S. Brandy, Partner                     $675
        Pauline K. Morgan, Partner                    $675
        Donald J. Bowman, Jr., Associate              $365
        Ryan M. Bartley, Associate                    $300
        Ian J. Bambrick, Associate                    $265
        Michael Girello, Paralegal                    $225

                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.  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.

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


M&M INDEPENDENT: No Arbitration in Suit v. Crop Insurer
-------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied the request of
Rural Community Insurance Agency d/b/a Rural Community Insurance
Services to dismiss an adversary proceeding by M&M Independent
Farms, Inc., or, in the alternative, to compel arbitration and
stay the proceeding.

In 2008, RCIS issued a crop insurance policy to M&M covering its
tobacco crop in Sampson and Cumberland counties.  Later that year,
M&M submitted a claim under the policy for the loss of a portion
of its 2008 tobacco crop in Cumberland County due to adverse
weather conditions.  By M&M's calculations, it should have been
indemnified by RCIS in the amount of at least $49,027.20.

M&M alleges that it "made its claim at the conclusion of the 2008
crop year.  RCIS appraised M&M's loss on Oct. 7, 2008, and M&M
submitted a written production and yield report work sheet signed
April 6, 2009."

On May 27, 2010, RCIS denied coverage for M&M's loss.  M&M sued on
Oct. 26, 2010, alleging, among other things, that RCIS's refusal
to pay M&M for its claimed loss constituted a breach of contract.
M&M also sets out North Carolina state law claims for unfair and
deceptive claims handling practices and, separately, unfair and
deceptive trade practices.

RCIS asserted that the dispute should be arbitrated pursuant to
the policy's arbitration clause.

Judge Humrickhouse said the arbitration process would impose
additional, unnecessary litigation costs on the estate and the
amounts M&M "seeks to recover for post-petition breaches were not
available before the petition was filed, and as such are an
integral part of this proceeding." She also held that "[o]rdering
arbitration and staying the adversary proceeding would
substantially interfere with [the debtor's] efforts to reorganize,
which evidences an inherent conflict between arbitration and the
underlying purpose of the bankruptcy laws."  The judge relied on a
prior ruling in D&B Swine Farms, Inc. v. Murphy-Brown, LLC, 430
B.R. 737, 741 (Bankr. E.D.N.C. 2010).

The case is M&M Independent Farms, Inc., v. Rural Community
Insurance Agency, Inc., d/b/a Rural Community Insurance Services,
Adv. Proc. No. 10-00277 (Bankr. E.D.N.C.).  A copy of the Court's
July 7, 2011 Order is available at http://is.gd/21tfwdfrom
Leagle.com.

M&M Independent Farms, Inc., is a family-owned farming operation
growing tobacco, soybeans, and other crops in eastern North
Carolina.  M&M sought protection under Chapter 12 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 09-03514) on April 30,
2009.  A chapter 12 plan was confirmed on Sept. 18, 2009.


MAIN STREET: Intends to File for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Jodie Mozdzer at Valley Independent Sentinel reports that the Main
Street Development Corp. plans to file for Chapter 11 bankruptcy.

According to the report, the private, non-profit organization owns
the buildings from 36 Main St. to 88 Main St. in New Haven,
Connecticut, where Massimino's Pizza, the Ansonia Housing
Authority and about 20 senior housing apartments are located.

Amid the economic downturn, vacant storefronts on the block have
led to financial problems. The group hopes to reorganize under the
bankruptcy code, chairman of the Board of Directors, Vincent
Malerba, said.

The report says tax filings with the IRS from 2009 show the group
had $1.4 million in assets and $1.6 million in liabilities.  The
Main Street Development Corp. has liens against its properties for
a combined $1,838 owed in sewer taxes.  And, the group owes about
$2,000 in back taxes to the city.


MANSIONS AT HASTINGS: Court Confirms Reorganization Plans
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
confirmed the Chapter 11 Plans of Reorganization submitted by
Mansions at Hastings Green LP and Mansions at Hastings Green
Senior LP.

The Court signed the confirmation orders on June 14, 2011.

On June 10, 2011, the Debtors submitted modifications to reflect
clarifications among the Debtors and Citicorp USA, Inc., as
servicer for Wells Fargo Bank.

Specifically, the Debtors added these languages to Section 6.6:

   a. Plan of Mansions Family:

      "The general partnership interest of Mansions At Hastings,
      LP, is currently held by Hastings Green, LLC.  Subject to
      the prior written consent of Citi in accordance with its
      internal underwriting approval process, within nine (9)
      months of the Effective Date, the Debtor may
      transfer/assign the general partnership interest to a new
      general partner.  By agreement with Citi, there will not be
      a transfer fee owed for such transfer/assignment of the
      general partnership interest provided that such transfer
      occurs within nine (9) months of the Effective Date. In any
      event, Citi shall be entitled to reimbursement of its
      reasonable costs in effectuating any transfer of the
      general partnership interest and is under no obligation to
      approve such transfer to any entity that is not otherwise
      acceptable to Citi, such consent not to be unreasonably
      withheld."

   b. Plan of Mansions Senior

      "The general partnership interest of Mansions At Hastings
      Senior, LP, is currently held by Hastings Green Senior LLC.
      Subject to the prior written consent of Citi in accordance
      with its internal underwriting approval process, within
      nine (9) months of the Effective Date, the Debtor may
      transfer/assign the general partnership interest to a new
      general partner.  By agreement with Citi, there will not be
      a transfer fee owed for such transfer/assignment of the
      general partnership interest provided that such transfer
      occurs within nine (9) months of the Effective Date.  In
      any event, Citi shall be entitled to =reimbursement of its
      reasonable costs in effectuating any transfer of the
      general partnership interest and is under no obligation to
      approve such transfer to any entity that is not otherwise
      acceptable to Citi, such consent not to be unreasonably
      withheld."

The Modifications do not affect any other creditor or party in
interest.

Copies of the Confirmed Plans are available for free at:

         http://bankrupt.com/misc/MansionsFamilyPlan.pdf
         http://bankrupt.com/misc/MansionsSeniorPlan.pdf

                  About Mansions at Hastings Green

Columbus, Ohio-based Mansions at Hastings Green, L.P., dba The
Mansions at Hastings Green, A Multifamily Community, and Mansions
at Hastings Green Senior, LP, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 10-39474) on Oct. 22, 2010, represented
by Annie E. Catmull, Esq. -- catmull@hooverslovacek.com -- Edward
L. Rothberg, Esq. -- rothberg@hooverslovacek.com -- and T. Josh
Judd, Esq. -- judd@hooverslovacek.com -- at Hoover Slovacek LLP;
and Vincent P. Slusher, Esq. -- vince.slusher@dlapiper.com -- at
DLA Piper (US) LLP.


MARIAN STANTON: Entitled to Claim Nevada Homestead Exemption
------------------------------------------------------------
Bankruptcy Judge Bruce A. Markell ruled that Marian Mildred
Stanton is entitled to claim a Nevada homestead exemption in her
Nevada residence.  In accordance with 11 U.S.C. Section 522(o),
however, the value of Ms. Stanton's interest in her homestead will
be reduced by $89,945, the amount of a loan payoff made in 2008.

Ms. Stanton's sister, Carolyn Weidman, objected to the claimed
homestead exemption.  Pursuant to the Court's order, the Stanton
case involves Ms. Weidman's continuing efforts to drive Ms.
Stanton into penury.

"All siblings fight. Rich siblings fight interminably," Judge
Markell said.

Ms. Weidman holds a Colorado state court judgment of over $525,000
against her sister for, among other things, fraud and breach of
fiduciary duty involving their now-deceased mother. She also holds
another judgment for roughly $518,000 representing attorneys' fees
and costs incurred in obtaining the first judgment.  Ms. Weidman
obtained her judgment against her sister in 2008.

According to Judge Markell's order, at the time of the judgment,
it appears that Ms. Stanton had more than $500,000 in assets.
Since then, Ms. Weidman has been actively enforcing her judgment
and seeking to reduce her sister's wealth.  She has levied upon
Ms. Stanton's bank accounts, upon her stocks and other financial
assets, and upon Ms. Stanton's rental real estate.

Ms. Stanton bought the house she claims as exempt in 2002. She
paid $252,000 for it, borrowing approximately $175,000, and paying
the rest in cash. By 2008, Ms. Stanton had, through a pattern of
irregular lump sum payments, paid down the principal amount of the
loan to approximately $89,000.

Ms. Stanton, 71, filed for Chapter 11 bankruptcy (Bankr. D. Nev.
Case No. 10-33338) in December 2010, seeking to save some of her
remaining wealth.  Ms. Weidman has sought to deny her that goal.

A copy of Judge Markell's July 5, 2011 Opinion is available at
http://is.gd/iXx8mvfrom Leagle.com.


MARSHALL & ILSLEY: S&P Lifts Counterparty Credit Rating From BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Marshall & Ilsley Corp. to 'A+' from
'BB+' and its counterparty credit rating on M&I's primary banking
subsidiary, M&I Marshall & Ilsley Bank, to 'A+' from 'BBB-'
following the announcement that it was acquired by subsidiaries of
Bank of Montreal (BMO; A+/Stable/A-1). The rating was removed from
CreditWatch Positive, where it was placed Dec. 17, 2010. The
outlook is stable.

"We subsequently withdrew our long-term counterparty ratings on
M&I, M&I Marshall & Ilsley Bank, and M&I Bank FSB because they
were merged into wholly owned subsidiaries of BMO and moved all of
their rated issues to BMO subsidiaries," S&P related.

On July 5, 2011, BMO announced that it had completed its
acquisition of M&I and its subsidiaries. "The rating action
results directly from this acquisition by subsidiaries of BMO that
we currently view as core subsidiaries to the parent. This rating
action does not affect our ratings or outlook on BMO (see
Bulletin: Ratings On Bank of Montreal Unchanged After Announced
Marshall & Ilsley Corp. Acquisition , published Dec. 17, 2010, on
RatingsDirect on the Global Credit Portal)," S&P stated.

"We consider Harris N.A., which has changed its name to BMO Harris
Bank N.A., a core subsidiary under our methodology given BMO's
financial support of it during the past several decades, BMO's
further strategic expansion of its U.S. franchise, and the large
and growing proportion of assets and revenue represented by BMO's
subsidiaries in the U.S. Under our criteria, we equalize all of
our ratings on subsidiaries with core status with those on the
core group (i.e. parent)," S&P noted.


MARYLAND ECONOMIC: Moody's Raises Rating on Revenue Bonds to Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 rating on
the Maryland Economic Development Corporation Student Housing
Revenue Bonds (Morgan View Apartments Project) Series 2002A. The
rating outlook is revised to stable at the new rating level. This
rating action affects approximately $34,430,000 of outstanding
debt.

RATING RATIONAL

This rating upgrade is based on the improved operating performance
of the project, as demonstrated by the above 1.2x debt service
coverage as per the audited 2010 financial statements. The
occupancy remains strong, most recently at 99% for the Spring 2011
academic semester.

STRENGTHS

- Stabilizing DSC which has been above 1.20x as per the 2010
  audited financial statements

- High occupancy at the project, most recently at 99%

- Close proximity to the University

- Strong project support and oversight from University and MEDCO

- Experienced project manager in American Campus Communities with
  agreement to subordinate 50% of management fee to debt service

CHALLENGES

- Historically weak debt service coverage relative to the 1.2x
  requirement; however, since the management transition in 2006,
  coverage has improved year-over-year and exceeded 1.2x for the
  fiscal year ended June 30, 2010

- Absence of a long-term financial or legal commitment from the
  University (Aa3/Negative) or the State of Maryland (Aaa/Stable)

DETAILED CREDIT DISCUSSION

Based on the financial statements ending June 30, 2010, the
project's operating performance is stabilizing, as demonstrated by
the above 1.20x debt service coverage. The occupancy at the
project, most recently at 99.48% in the Fall 2010 and 98.98% in
the Spring 2011 semester, remains strong. Management reports a
rent increase of approximately 5% in the academic year 2010
without adversely affecting occupancy. Rents have been increased
by approximately 3.5% for the Fall 2011 semester and leasing
activity is outpacing the prior year's pace. The project's debt
service reserve fund is currently fully funded and invested in a
Guaranteed Investment Contract provided by Trinity Plus Funding
Company LLC (Rated Aa2). The Reserve and Replacement Account is
fully funded and has a current balance of $757,352.
Outlook

The rating outlook is revised to stable at the Ba2 rating level.
The stable outlook reflects Moody's view that the project is
expected to perform at the current level over the next 12 - 18
months.

What could change the rating - UP

- Continued stabilization of debt service coverage above 1.20x

- Continued stable occupancy rate at the project, despite
  increases in rents

What could change the rating - DOWN

- Weak operating performance resulting in deteriorating debt
  service coverage

- Competition from other student housing facilities resulting in
  decreased operating performance at the project

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


MAQ MANAGEMENT: Fifth Third Bank Seeks to Lift Stay
---------------------------------------------------
Fifth Third Bank asks the U.S. Bankruptcy Court for the Southern
District of Florida to enter an Order modifying the automatic
stay to permit Fifth Third Bank to pursue all available remedies
concerning its collateral or, in the alternative, to require
adequate protection.

From Aug. 15, 2003, to Aug. 15, 2006, Fifth Third's predecessor-
in-interest, R-G Crown Bank, FSB, and the Debtor entered into a
Mortgage Note, a Renewal Mortgage Note and a Renewal Promissory
Note totaling $4,778,598.44.  The obligations due and owing on
the Note are further secured by a first priority lien and
mortgage.  Pursuant to the terms of the Assignment, the Debtor
granted Fifth Third a first priority lien and mortgage on a
property in Shady Deal Subdivision in Osceola County, Florida.

Mychal J. Katz, Esq., of Roetzel & Andress, counsel for Fifth
Third Bank, states that the Debtor is in default pursuant to the
terms of the Note by failing to make the payments as agreed.
There remains due, owing and unpaid by the Debtor to Fifth Third
on the Note, the sum of $1,460,106.03 as of the Petition Date
(not including billed pre-petition attorney's fees in the amount
of $41,632.53), plus per diem default rate of interest of $258.23
accruing thereafter, in addition to costs and a reasonable
attorney's fee pursuant to the terms of the Note.

Mr. Katz tells the Court that Fifth Third's interest in the
Collateral is not adequately protected because:

    (i) the Debtor continues to hold the collateral, while
        failing to make payments under the Note and the Mortgage
        covering the collateral; and

   (ii) the Debtor bas abandoned the Collateral, and as a result,
        the Collateral is accruing fines for code violations
        while lacking adequate security.

Mr. Katz believes that there is no valid reason to continue the
automatic stay in this case, as the Debtor clearly lacks the means
to adequately protect Fifth Third's interest in the collateral.

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  Lawyers at Talarchyk Merrill, LLC, serve
as the Debtors' counsel.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.


MEDICURE INC: Units to Advance AGGRASTAT in their Territories
-------------------------------------------------------------
Medicure Inc. announced that its subsidiary, Medicure
International, Inc. (Barbados) and Iroko Cardio, LLC
(Philadelphia, Pennsylvania) have entered into an agreement to
advance AGGRASTAT (tirofiban HCl) in each of their respective
territories.  Under the terms of the agreement, Medicure
International will transfer to Iroko Cardio tirofiban drug
substance and the rights to purchase additional quantities from a
third party, and Iroko Cardio will make available to Medicure
International certain analytical methods for testing tirofiban
and, if requested by Medicure International, certain data related
to high dose bolus use of AGGRASTAT.  As consideration for the
agreement, Iroko Cardio will make payment to Medicure
International of US$1.91 million within 6 months from the date of
the agreement.  If Medicure International uses the Iroko Cardio
data to obtain approval in the US for high dose bolus use of
AGGRASTAT, Iroko Cardio may earn royalties of up to US$3.5 million
on future US sales of AGGRASTAT.

                          About AGGRASTAT

AGGRASTAT (tirofiban HCl), in combination with heparin, is
indicated for the treatment of acute coronary syndrome, including
patients who are to be managed medically and those undergoing PTCA
or atherectomy.  In this setting, AGGRASTAT has been shown to
decrease the rate of a combined endpoint of death, new myocardial
infarction or refractory ischemia/repeat cardiac procedure.
AGGRASTAT has been studied in a setting that included aspirin and
heparin.

Bleeding is the most common complication encountered during
therapy with AGGRASTAT.  Administration of AGGRASTAT is associated
with an increase in bleeding events classified as both major and
minor bleeding events by criteria developed by the Thrombolysis in
Myocardial Infarction Study group (TIMI).  Most major bleeding
associated with AGGRASTAT occurs at the arterial access site for
cardiac catheterization.  Fatal bleedings have been reported.
AGGRASTAT should be used with caution in patients with platelet
count less than 150,000/mm3, in patients with hemorrhagic
retinopathy, and in chronic hemodialysis patients.  Because
AGGRASTAT inhibits platelet aggregation, caution should be
employed when it is used with other drugs that affect hemostasis.
The safety of AGGRASTAT when used in combination with thrombolytic
agents has not been established.  During therapy with AGGRASTAT,
patients should be monitored for potential bleeding.  When
bleeding cannot be controlled with pressure, infusion of AGGRASTAT
and heparin should be discontinued.

AGGRASTAT is a parenteral non-peptide, reversible GP IIb/IIIa
receptor antagonist that is marketed in the United States by
Medicure Pharma, Inc.  Medicure does not promote unapproved use of
AGGRASTAT.

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

At Feb. 28, 2011, the Company's consolidated balance sheets
showed C$5.7 million in total assets, C$30.7 million in total
liabilities, all current, and a shareholders' deficit of
$25.0 million.

As reported in the Troubled Company Reporter on Oct. 4, 2010,
KPMG LLP, in Winnipeg, Canada, expressed substantial doubt about
Medicure's ability to continue as a going concern, following its
results for the fiscal year ended May 31, 2010.  The independent
auditors noted that the Company has experienced operating losses
and cash flows from operations since incorporation and has
significant debt servicing obligations that it does not have the
ability to repay.


MERUELO MADDUX: KGI to Monitor Business Operations
--------------------------------------------------
In a Court-approved stipulation, Meruelo Maddux Properties, Inc.
and its Debtor affiliates and The Charlestown Capital Advisors,
LLC and Hartland Asset Management Corporation agreed that Kibel
Green, Inc., who acts as financial advisor to the Official
Committee of Unsecured Creditors and the Official Equity
Committee, will monitor the Debtors' business operations through
the effective date of Charlestown's Chapter 11 plan.

Matt Covington, David Lauletta, or any other employee of KGI will
act as monitors and have certain access to the Debtors' business
operations.

Any fees incurred by Monitors in its role as monitor will be
submitted separately to the Court for approval.

                         About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
John N. Tedford, IV, Esq., and Enid M. Colson, Esq., at Danning
Gill, Diamond & Kollitz, LLP, in Los Angeles, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets and
$342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MERITAS SCHOOLS: S&P Assigns Prelim. 'B' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Northbrook, Ill.-based Meritas Schools
Holdings LLC. The rating outlook is negative.

"At the same time, we assigned a preliminary 'B' issue-level
rating to the proposed $135 million first-lien secured credit
facilities (comprising a $125 million term loan and a $10 million
revolver), with a preliminary recovery rating of '3', indicating
our expectation of meaningful (50% to 70%) recovery to lenders in
the event of a payment default. We also assigned a preliminary
'B-' issue-level rating to the proposed $65 million second-lien
credit facility, with a preliminary recovery rating of '5',
indicating our expectation of modest (10% to 30%) recovery to
lenders in the event of a payment default," S&P related.

The company will use the proceeds of the financing to refinance
existing debt, pay transaction costs, and build cash to provide
financial flexibility.

"The preliminary 'B' corporate credit rating reflects our
expectation of near-term EBITDA growth, and positive discretionary
cash flow, permitting gradual reduction of the company's high debt
leverage," said Standard & Poor's credit analyst Chris Valentine.

"Meritas' business risk profile is weak, in our opinion, because
of its relatively small size, the highly discretionary nature of
the services provided, and the fact that about half of revenues
come from schools in sunbelt states that remain under economic
pressure since the recent recession," said Mr. Valentine. "We view
Meritas' financial profile as highly leveraged because of pro
forma lease-adjusted leverage of 6.2x, an acquisitive growth
strategy in the past, and our expectation that the transaction
will close with a somewhat narrow cushion of compliance with
financial covenants and an aggressive future step-down schedule.
These weaknesses are partially offset by high cash balances
relative to the size of the company, and about 40% of revenues
coming from the somewhat stable economic region of Switzerland."

Meritas operates a portfolio of ten pre-kindergarten through grade
12 private school campuses in five states as well as in
Switzerland, China, and Mexico. Enrollment totaled about 11,500 in
fiscal 2011, making the company one of the larger Pre-K-12 for-
profit providers. Operating multiple schools offers some scale
efficiencies in marketing and recruiting. Competition is tough
coming from both private and public schools in local markets, and
becomes tougher under the prolonged weak economy. "We view the
weak economy as a threat to private school enrollments as families
may opt for less expensive alternatives," S&P stated.

The negative rating outlook reflects Standard & Poor's expectation
that the covenant cushion will remain tight in the near term and
the company will have minimal flexibility if operating trends
weaken. "We expect revenue and EBITDA to increase at a low-double-
digit percent rate this year," said Mr. Valentine.


MMFX CANADIAN: Wants Until August 31 to Assume or Reject Lease
--------------------------------------------------------------
MMFX Canadian Holdings, Inc., asks the U.S. Bankruptcy Court
Central District of California to approve a stipulation with Olive
Avenue Partners, LLC, extending the time to assume or reject the
non-residential real property lease.

The Debtor relates that it has not yet determined whether to
assume or reject the lease and has requested that the landlord
consent to the continued occupancy of the premises.

The Debtors and landlord are parties to that certain lease entered
into prior to the Petition Date, which evidences a non-residential
real property lease for premises located at 12790 Holly Avenue,
Riverside, California.  The landlord is holding a $25,000 security
deposit.

Pursuant to the stipulation:

   -- the landlord will permitted to apply an equal amount of the
      security deposit to the secured claim (5,784) leaving a
      balance of $19,215 as security deposit; and

   -- the time assume or reject the nonresidential real property
      lease is extended until Aug. 31, 2011.

                         About MMFX

Irvine, California-based MMFX International Holdings, Inc., and
MMFX Canadian Holdings, Inc., filed for Chapter 11 protection
(Bankr. C.D. Calif. Case Nos. 10-10085 and 10-10083) on Jan. 5,
2010.  Margaret M. Mann, Esq., at Sheppard Mullin Richter &
Hampton LLP represents the Debtors in their restructuring efforts.
The Debtors tapped Business Associates International, LLC as
investment advisor, Pillsbury Winthrop Shaw Pittman LLP as their
special corporate counsel, and Bidna & Keys APLC as special
counsel. MMFX Int'l and MMFX Canadian estimated assets and debts
at $50 million to $100 million as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, amended, for
the third time, the Official Committee of Unsecured Creditors in
the Debtors' cases.  The Committee now consist of six members.


MORGAN'S FOODS: Incurs $217,000 Net Loss in May 22 Quarter
----------------------------------------------------------
Morgan's Foods, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $217,000 on $19.56 million of revenue for the quarter ended
May 22, 2011, compared with net income of $575,000 on $22.17
million of revenue for the quarter ended May 23, 2010.

The Company's balance sheet at May 22, 2011, showed $43.03 million
in total assets, $42.62 million in total liabilities and $418,000
in total shareholders' equity.

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

                        http://is.gd/p2Duim

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.

The Company reported a net loss of $988,000 on $89.9 million of
revenues for the fiscal year ended Feb. 27, 2011, compared with
net income of $396,000 on $90.5 million of revenues for the fiscal
year ended Feb. 28, 2010.


MP-TECH AMERICA: Court Amends Postpetition Credit Authorization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama has
granted The Export-Import Bank of Korea's motion to reconsider the
final order authorizing MP-Tech America, LLC to obtain
postpetition secured credit.

Accordingly, the final order authorizing MP-Tech America, LLC to
obtain postpetition secured credit is amended to include this
statement: "Nothing in this Order contains any finding of the
legitimacy or priority of liens in MP Tech, Inc.'s membership
interests in the Debtor."

Prepetition, the Bank entered into a loan agreement with the
Debtor giving rise to the indebtedness owed to the Bank by the
Debtor in this case.  In support of the Loan, MP Tech, Inc.,
pledged the entirety of its membership interests in the Debtor
to the Bank.  Export-Import Bank of Korea requests that the Court
expressly carve out from the DIP Order any finding of the
legitimacy or priority of liens in the Membership Interest held
by Ajin.

In a separate order, the Court denied the Official Committee of
Unsecured Creditors' request to reconsider the Court's decision
permitting the Debtor to obtain postpetition credit under the
revolving credit agreement entered into with Joon LLC.

                      About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz
Hughes & Hill, LLC, in Montgomery, Alabama, and Joseph J. Burton,
Jr., Esq., at Burton & Armstrong, LLP, in Atlanta, Georgia.

EXIM Bank, Venture Express, Woori Bank, Sunkyoung, ICS & M, Inc.,
and Midsouth Employee Services Corp. were appointed members to the
Official Committee of Unsecured Creditors.  The Committee is
represented by Clark R. Hammond, Esq., and Lindan J. Hill, Esq.,
at Johnston Barton Proctor & Rose LLP, in Birmingham, Alabama.


MP-TECH AMERICA: Court Approves Amendment to Credit Agreement
-------------------------------------------------------------
MP-Tech America LLC and Joon LLC sought and obtained an order from
the U.S. Bankruptcy Court for the Middle District of Alabama
approving the Debtor's entry into an amendment to the Revolving
Credit Agreement pursuant to which Ajin is providing the Debtor
with postpetition financing.

The Debtor contended that it needs postpetition credit in excess
of $300,000 per month to operate.  The Debtor and Ajin anticipate
that the $300,000 per month financing that Ajin is permitted to
make available to the Debtor each month will be insufficient for
the Debtor to continue operations and that monthly advances of up
to $500,000 under the DIP Loan Agreement may be necessary.

Accordingly, the Debtor and Ajin desired to amend the DIP Purchase
Agreement in order to increase the maximum amount that the lender
may lend, at its sole discretion, to the Debtor each month from
$300,000 to $500,000.

In addition, the Debtor and Ajin also desired to increase the
maximum amount that can be borrowed by the Debtor under the DIP
Loan Agreement from $1.8 million to $2.1 million.

A copy of the amendment is available for free at:

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

                      About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz
Hughes & Hill, LLC, in Montgomery, Alabama, and Joseph J. Burton,
Jr., Esq., at Burton & Armstrong, LLP, in Atlanta, Georgia.

EXIM Bank, Venture Express, Woori Bank, Sunkyoung, ICS & M, Inc.,
and Midsouth Employee Services Corp. were appointed members to the
Official Committee of Unsecured Creditors.  The Committee is
represented by Clark R. Hammond, Esq., and Lindan J. Hill, Esq.,
at Johnston Barton Proctor & Rose LLP, in Birmingham, Alabama.


MTR GAMING: S&P Rates $500-Mil. Senior Secured Notes at 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned MTR Gaming Group
Inc.'s proposed $500 million senior secured notes its preliminary
'B-' issue-level rating. "We also assigned this debt a preliminary
recovery rating of '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of default. MTR
plans to use the proceeds from the proposed notes issuance, along
with cash on hand, to redeem its 9% senior subordinated notes due
in 2012 and 12.625% senior secured notes due 2014, as well as to
fund a portion of the development of a video lottery gaming
facility at Scioto Downs in Ohio. Concurrent with the closing of
the notes, MTR also plans to enter into a new $20 million
revolving credit facility (unrated) due 2016. At the same time, we
affirmed our 'B-' corporate credit rating on MTR. The rating
outlook is stable," S&P related.

"The 'B-' corporate credit rating reflects MTR's vulnerable
business risk profile, given its limited diversity and competitive
pressures facing both of its existing properties," said Standard &
Poor's credit analyst Carissa Schrek. "The addition of table games
in the Pennsylvania gaming market last year continues to pressure
performance at MTR's Mountaineer Casino, while recently approved
gaming legislation in Ohio will result in additional competition
for both of MTR's properties. We believe the planned new gaming
facilities in Ohio will meaningfully affect MTR's existing cash
flow base, although we also believe that MTR's planned development
at Scioto Downs will be relatively successful and largely offset
declines at existing properties."

The passage of a gaming bill in Ohio in November 2009 created
legislation that enables the construction of four Las Vegas-style
casinos in the cities of Cleveland, Cincinnati, Columbus, and
Toledo. "We expect the casino in Cleveland, which should be
operational in early 2012, to draw a significant portion of MTR's
customer base currently visiting Mountaineer Casino and Presque
Isle Downs. According to management, customers visiting from Ohio
represented 77% and 48% of total slot play at Mountaineer Casino
and Presque Isle Downs during the month of March 2011. We believe
a significant portion of this slot play comes from customers
originating from Cleveland. Our rating incorporates the
expectation that Mountaineer Casino and Presque Isle Downs'
combined net revenue and EBITDA will fall in the high-20% area and
high-30% area, respectively, in 2012 because of the Cleveland
casino opening, and stabilize thereafter," S&P stated.

Furthermore, in June 2011, the state approved video lottery
terminals (VLTs) at seven racetracks in Ohio. This legislation
includes the ability for a racetrack to relocate to Youngstown,
Ohio, which is approximately 50 miles from Mountaineer Casino and
100 miles from Presque Isle Downs. "While we do not expect a
racino to be operational in Youngstown prior to late 2013, we
expect that the increase in competition in the area could result
in additional declines in operating performance at Mountaineer
Casino and Presque Isle Downs over the longer term," S&P stated.


MWM CARVER: U.S. Trustee Objects to Confirmation of Plan
--------------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region 4, objects to the
confirmation of MWM Carver Terrace, LLC's first amended plan of
reorganization dated May 24, 2011.

The U.S. Trustee says he does not object to the Debtor's
discretion to release whatever claims it may have for and on
behalf of the estate against current and former representatives,
but objects to those provision in paragraph 11.5 of the Plan,
which release whatever claims creditors and other parties might
have against representatives and any parties.

The U.S. Trustee also objects to the exculpation clause set forth
in paragraph 14.13 of the Plan, which insulates the Debtor, the
reorganized debtor and any of their respective members, officers,
directors, employees and agents from any act or omissions related
to or arising in the bankruptcy case.

Martha L. Davis, Esq., Trial Attorney, in Alexandria, Virginia,
asserts that although the provisions of paragraphs 11.5 and 14.13
of the Plan carve-out willful misconduct and gross negligence,
they still do not comport with the Bankruptcy Code or with any
other applicable standards, particularly in the circumstances
presented by this case.

Ms. Davis points out that Section 524(e) of the Bankruptcy Code
specifically provides that "discharge of a debt of the debtor does
not affect the liability of any other entity on, or the property
of any other entity for, such debt."  Despite this statutory
provision, she notes, the Debtor's plan does affect the liability
of other entities by releasing and insulating present and former
officers, directors, members and their agents, from suit by any
holder of a claim or interest "from the beginning of time."  The
result, she says, is to discharge persons "who have not formally
availed themselves of the benefits and burden of the bankruptcy
process."

Moreover, the U.S. Trustee points out, the Debtor's case involves
a plan in which the debtor is liquidating its assets, so
confirmation will not discharge the debtor in any event.

The U.S. Trustee also expresses concern that paragraph 14.4 of the
Plan is overbroad in terms of applying the exemption from transfer
taxes set out in Section 1146(a) of the Bankruptcy Code.  In
addition, the exemption is expanded to include any subsequent
transfer of the property within a two-year period from the
Effective Date, Ms. Davis asserts.

Accordingly, the U.S. Trustee asks that any order confirming plan
incorporate this provision:

   ORDERED that should this case be converted to a case under
   Chapter 7 of the Bankruptcy Code, all of the debtor's legal or
   equitable interests, as of the date of conversion, in property
   that would have been property of the estate had the property of
   the estate not vested in the debtor by virtue of confirmation
   of the plan, shall be property of the estate for purposes of
   the chapter 7 case, notwithstanding the vesting of the property
   of the estate in the debtor that otherwise arises upon
   confirmation of the plan; and, by way of illustration and not
   limitation, such property shall include all proceeds held by
   the debtor, on the date of conversion, of property that was
   property of the estate prior to confirmation of the plan.

Washington, DC-based MWM Carver Terrace, LLC, owns a 407-unit
residential apartment building located at 901 21st Street NE, in ,
Washington D.C.  The Property occupies 5.78 acres of land and has
approximately 252,000 square feet of enclosed improvements.  It
filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No.
11-00168) on March 3, 2011.  Brent C. Strickland, Esq., at
Whiteford, Taylor, & Preston L.L.P., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


NACO INC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: NACO, Inc., a Nevada Corporation
        2645 Crenshaw Blvd.
        Los Angeles, CA 90016

Bankruptcy Case No.: 11-39225

Chapter 11 Petition Date: July 7, 2011

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

Judge: Sheri Bluebond

Debtor's Counsel: M Jonathan Hayes, Esq.
                  LAW OFFICE OF M JONATHAN HAYES
                  9700 Reseda Bl Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@hayesbklaw.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 two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-39225.pdf

The petition was signed by Vern Ellis, vice president.


NLV HOLDING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: NLV Holding, LLC
        5430 LBJ Freeway, Suite 800
        Dallas, TX 75240

Bankruptcy Case No.: 11-20707

Chapter 11 Petition Date: July 6, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: James D. Greene, Esq.
                  GREENE INFUSO, LLP
                  3030 South Jones Boulevard, Suite 101
                  Las Vegas, NV 89146
                  Tel: (702) 570-6000
                  Fax: (702) 463-8401
                  E-mail: jgreene@greeneinfusolaw.com

Estimated Assets: $0 to $50,000

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Nathan Barber, assistant chief
restructuring officer of BOPH, Inc., sole member.


NO FEAR RETAIL: Wants Until Sept. 19 to Propose Chapter Plan
------------------------------------------------------------
The Hon. Margaret M. Mann of the U.S. Bankruptcy Court of the
District of California will convene a hearing on July 14, 2011, at
3:00 p.m., to consider approval of No Fear Retail Stores, Inc., et
al.'s request to extend their exclusivity periods.

The Debtors requested an extension in their exclusive period to
file and solicit acceptances for the proposed chapter 11 plan
until Sept. 19, and Nov. 18, respectively.

The Debtors' exclusive period to file a plan is set to expire on
July 21.

The Debtors relate that additional time is needed because, they
with the assistance of their financial advisor, Venturi Company,
are involved in the process of identifying, vetting and getting in
place a funding sources that the Debtor anticipate will be part of
a pre-plan transaction or plan of reorganization.

At the hearing, the Court will also consider approval of a
stipulation resolving the dispute on the requested extension.  The
stipulation was entered between the Debtors and the Official
Committee of Unsecured Creditors.

The stipulation provides for:

   -- the Debtors' exclusive period for filing a plan and
      soliciting acceptances thereof will terminate solely with
      respect to the Committee's on July 8; and

   -- prior to a party to the stipulation filing any plan of
      reorganization in the cases, the filing party will engage in
      "good faith" negotiations concerning  the terms of the plan
      with the other parties hereto.

                      About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NORTEL NETWORKS: Warren Winkler to Mediate Allocation Issues
------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware appointed the Hon. Warren K. Winkler, Chief Justice of
Ontario, to conduct joint mediation in Nortel Networks Ltd.'s
Chapter 11 cases and proceedings before the Ontario Superior Court
of Justice regarding disputes centered on allocation of proceeds
from the sale transactions.

The parties required to participate in the mediation will be
parties who presented arguments at a June 7, 2011 hearing,
provided that the Mediator will have the authority to include
other parties as he deems appropriate.

On June 7, 2011, the Bankruptcy Court held a lengthy joint hearing
on the U.S. Debtors' motion to establish protocol and expedited
schedule for the cross-border resolution by the U.S. and Canadian
Courts of the allocation of the sale proceeds pursuant to the
Interim Funding and Settlement Agreement and a similar motion
filed with the Canadian Court.

At the hearing, the U.S. Debtors and the Official Committee of
Unsecured Creditors, and the EMEA Debtors argued before the Court.
The dispute centered around whether the Courts could and should
determine the allocation issues, including an allocation protocol,
or whether the parties had agreed to and should proceed with
arbitration.

The Courts took the matters raised at the hearing under
advisement.  Judge Gross acknowledged that the nature and length
of the arguments for and against the Motion will necessitate
careful drafting of separate rulings by the Courts.  The Courts
are concerned that the delay will cause further delay to the
allocation proceedings and distributions to creditors, which the
Courts find troublesome, Judge Gross said.

The Courts also believe that the risk of inconsistent decisions
and the uncertainty of the appellate process may additionally
delay and complicate the progress of the cases.  The Courts have
thus concluded that while their decisions are pending the parties
may be able to make progress with the assistance of a mediator,
and that the mediator should be given expanded authority if the
parties agree, to serve as an arbitrator.  The Courts advised the
parties of their conclusion in a conference call held on June 13,
2011.

The mediator will determine the time, date and place of the
mediation and the protocol of the mediation.  The mediator is also
authorized to retain advisors and legal counsel for assistance
with Nortel to pay their fees and expenses.

                     About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHCORE TECHNOLOGIES: Forms Social Commerce Group
---------------------------------------------------
Northcore Technologies Inc. launched a Social Commerce Group to
deliver holistic technology solutions that help businesses
leverage social media to accelerate buying and selling.

The social commerce market segment is currently a multi-billion
dollar industry that has been validated by the successes of
companies such as Groupon and LivingSocial.  Through thoughtful
integration of social and group purchase capabilities into
commerce platforms, savvy corporations can dramatically enhance
customer acquisition and repeat patronage.

With a long track record in delivering mission critical
applications to some of the world's largest corporations,
Northcore brings a comprehensive capability set to the newly
emerging social commerce arena.  Northcore's Dutch Auction patent
portfolio will provide its clients an opportunity to achieve
differentiation as the social commerce landscape becomes
increasingly crowded.

"Northcore is uniquely positioned to assist companies from the
initial concept through actual deployment and hosting of the
social commerce solution," said Amit Monga, CEO of Northcore
Technologies.  "The social media tools are fully integrated into
Northcore's industrial strength commerce solution - they are not
an afterthought."

The Northcore social commerce offering encompasses:

   * Strategic analysis of the business domain and the opportunity
     for an integrated social commerce component;

   * Recommendation for accelerants and differentiators, including
     access to Northcore's patented Dutch Auction process;

   * Comprehensive analysis and design of the required technology
     environment;

   * Project management, development and implementation of the
     solution; and

   * Rapid deployment and robust hosting of the completed social
     commerce platform.

Companies interested in pursuing social commerce initiatives can
contact Northcore at gosocial@northcore.com.

As part of this initiative Northcore has also launched a hiring
campaign.  Northcore is looking for world class talent that would
like to be part of a growing team in this exciting space.  For
more information regarding job postings please visit
http://www.northcore.com/careers.html

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."


OCALA LAND: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ocala Land Development, LLC
        4425 Military Trail, Suite 202
        Jupiter, FL 33458

Bankruptcy Case No.: 11-28820

Chapter 11 Petition Date: July 6, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Drive, #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Scheduled Assets: $9,667,456

Scheduled Debts: $9,688,891

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-28820.pdf

The petition was signed by John R. McGill, president of McGill
Real Estate Holdings, LLC.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bain Shopping Center II, LLC          10-19383            04/11/10
John R. McGill                        09-19425            05/15/09


OPEN SOLUTIONS: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Open Solutions
Inc. is a borrower traded in the secondary market at 86.55 cents-
on-the-dollar during the week ended Friday, July 8, 2011, an
increase of 0.42 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 212.5 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 18, 2014, and carries Moody's B1 rating and Standard &
Poor's BB- rating.  The loan is one of the biggest gainers and
losers among 213 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Headquartered in Glastonbury, Conn., Open Solutions, Inc., is a
privately held provider of core data processing and information
management software solutions for financial institutions including
community banks / thrifts and credit unions.  In January 2007, the
company was acquired by The Carlyle Group and Providence Equity
Partners in a leveraged transaction of roughly $1.4 billion
including the assumption of debt.


ORIGINAL DESIGNER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Original Designer Homes, Inc.
        fka Designer Homes, Inc.
        414 Isolde Drive
        Houston, TX 77024

Bankruptcy Case No.: 11-35860

Chapter 11 Petition Date: July 5, 2011

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

Judge: Marvin Isgur

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

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

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

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

The petition was signed by Tracey L. Freezia, president.


PACESETTER FABRICS: Has Until Today to File Schedules & Statements
------------------------------------------------------------------
The Hon. Ernest M. Robles of the Bankruptcy Court for the Central
District of California granted Pacesetter Fabrics, LLC, until
today, July 11, 2011, to file its schedules of assets and
liabilities and statement of financial affairs.

The Debtor related that will not be able to complete the schedules
and SOFA within the 14-day period set by the Bankruptcy Rules.  It
needs more time to reach an agreement with Cathay Bank regarding
additional advances under the Loans or a restructuring of the
obligations due to the bank.

The Bank also froze all of the Debtor's accounts with the bank,
stopped honoring the Debtor's checks and prohibited the Debtor
from accessing its accounts.  The bank also indicated that it no
longer allowed the Debtor's use of the bank's cash collateral, and
that the bank would be seeking the appointment of a receiver for
the Company.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011, estimating assets and
debts of $10 million to $50 million.  Judge Ernest M. Robles
presides over the case.  The Debtor is represented by Brian L.
Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E. Shin,
Esq., at Rutter Hobbs & Davidoff Incorporated.

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.


PENSKE AUTOMOTIVE: Moody's Upgrades Corp. Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded Penske Automotive Group, Inc.
Corporate Family and Probability of Default ratings to B1 from B2.
Moody's also upgraded the company's senior subordinated debt
ratings to B3 from Caa1. The rating outlook is stable.

RATINGS RATIONALE

Today's rating actions recognize the recovery in the company's
recent operating performance and expectations this improvement can
be sustained. The company has shown traction with improved
operating results over the course of 2010 and into 2011. The
rating action also reflects Moody's view that overall new car
sales in the US are likely to be around 13 million, up from 11.6
million in 2010. At the same time the company has been focused on
reducing debt over the past 24 months.

Penske's B1 Corporate Family Rating reflects the company's high
financial leverage, a high reliance on premium and luxury brands,
and moderate geographic diversification within the United States.
These aspects are offset by the company's strong management team,
its significant international presence, and the company's variable
cost structure. The current rating encompasses expectations that
the company will be provided some additional returns to its
shareholders -- the company recently reinstated its dividend after
having been suspended for a period of time. Ratings also encompass
expectations the company will opportunistically consider modest
size acquisitions over time.

The stable outlook reflects expectations that sales of new cars
will remain relatively stable over the near term and that the
company will maintain balanced policies with respect to
acquisitions and shareholder distributions.

Rating could be upgraded if the recovery in new car sales appears
likely to be sustained and same-store service and parts revenues
grow around the mid single digit range. Quantitatively ratings
could be upgraded if debt/EBITDA was sustained below 5 times
(using an eight times rent adjustments) and EBIT/interest was
sustained in the high 2 times range. At the same time the company
would need to maintain good overall liquidity and balanced
financial policies.

Ratings could be downgraded if the recent recovery in new car
sales were to reverse, or if the company were to experience
sustained declines in comparable store sales in its parts and
service business. Quantitatively, ratings could be downgraded if
debt/EBITDA approached 6 times (using an eight times rent
adjustments) or EBIT/interest expense approached 1.75 times.
Ratings could also be lowered if the company's liquidity profile
were to erode.

These ratings were upgraded and LGD assessments amended:

   -- Corporate Family Rating to B1 from B2

   -- Probability of Default Rating to B1 from B2.

   -- $375 million senior subordinated notes due 2016 to B3
(LGD 6, 91%) from Caa1 (LGD 5, 89%)

   -- $63 million senior subordinated notes due 2026 to B3 (LGD 6,
91%) from Caa1 (LGD 5, 89%)

The principal methodology used in rating Penske Automotive Group,
Inc. was the Global Automotive Retailer 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.

Penske Automotive Group, Inc., headquartered in Bloomfield Hills,
Michigan, operates 322 retail automotive franchises, representing
40 different brands. The company has 168 franchises in 17 states
and Puerto Rico and 154 franchises located outside the United
States, primarily in the United Kingdom.


PEREGRINE DEVELOPMENT: Rochelle McCullough Approved as Counsel
--------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Peregrine Development, LLC,
to employ Rochelle McCullough LLP as counsel.

As reported in the Troubled Company Reporter on June 20, 2011, the
firm will be representing the Debtor in the Chapter 11proceeding.

The firm received and holds a retainer paid for by two non-debtor
third parties for services to be rendered to the Debtor
postpetition.

The hourly rates of the firms personnel are:

         Attorney                  $210 - $610
         Paralegals                   $140

The attorneys primarily responsible for this bankruptcy matter
will be Michael R. Rochelle, whose hourly rate is $610, and Eric
M. Van Horn, whose hourly rate is $220.

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

                 About Peregrine Development, LLC

Peregrine Development, LLC, in Lewisville, Texas, owns certain
undeveloped real property in Denton County, Texas.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case
No. 11-41449) on May 3, 2011, represented by Michael R. Rochelle,
Esq., at Rochelle McCullough L.L.P.  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 Arthur James,
II, manager.


PERKINS & MARIE: Can Hire Omni Management as Claims Agent
---------------------------------------------------------
Judge Kevin Gross has authorized Perkins & Marie Callender's Inc.,
f/k/a The Restaurant Company, and its affiliated debtor entities,
to employ Omni Management Group, LLC, as claims, balloting, and
noticing agent in their chapter 11 cases.

The Debtors have identified potentially hundreds of entities or
persons to whom notice must be given for various purposes in the
Chapter 11 Cases, making utilization of an outside claims,
noticing and balloting agent appropriate.  It appears that
noticing, receiving, docketing and maintaining proofs of claim
would impose heavy administrative and other burdens upon the Court
and the Office of the Clerk of the United States Bankruptcy Court
for the District of Delaware.  Preparing and serving the notices
on all such creditors and parties in interest, and docketing and
maintaining the large number of proofs of claim that may be filed
in the Chapter 11 Cases, would strain the resources of the Clerk.

The Debtors ill compensate Omni on the terms and conditions set
forth in the parties' agreement.  The Debtors have provided a
deposit to Omni in the amount of $25,000 in connection with the
Chapter 11 Cases.

Brian Osborne, a member of Omni Management Group, LLC, attests
that his firm is a "disinterested person" as that term is defined
in 11 U.S.C. Sec. 101(14), as modified by 11 U.S.C. Sec. 1107(b).
The officers and employees of Omni: (a) do not have any adverse
connection with the Debtors, their creditors or any other party in
interest or their attorneys and accountants, the United States
Trustee or any person employed in the office of the United
States Trustee, or any United States Bankruptcy Judge for the
District of Delaware; and (b) do not hold or represent an interest
adverse to the Debtors' estates with respect to the matters for
which Omni will be employed.

Omni's Mr. Osborne may be reached at:

          Brian Osborne
          OMNI MANAGEMENT GROUP, LLC
          1120 Avenue of the Americas, 4th Floor
          New York, NY 10036
          Telephone: (212) 302-3580
          E-mail: bosborne@omnimgt.com

              About Perkins & Marie Callender's Inc.

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

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.

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


PERKINS & MARIE: Meeting of Creditors Scheduled for July 22
-----------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Perkins & Marie Callender's Inc., et al.'s Chapter 11 case on
July 22, 2011, at 10:00 a.m. (Eastern Time).  The meeting will be
held at J. Caleb Boggs Federal Building, 844 King Street, 2nd
Floor, Room 2112, Wilmington, Delaware.

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

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

              About Perkins & Marie Callender's Inc.

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

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

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


PITTSBURGH CORNING: "Many Features" Okayed But Plan Denied
----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Pennsylvania issued a decision denying confirmation of the most
recent amended plan of reorganization, filed on Jan. 29, 2009, for
Pittsburgh Corning Corp. after normal business hours last evening.

Although denying confirmation, the decision viewed favorably many
features of the plan.  PPG Industries is studying the bankruptcy
court's decision and is encouraged that the bankruptcy court has
scheduled a status conference for July 20, 2011, to consider
additional steps to be taken in the case, including potential
modifications to the plan in accordance with the bankruptcy
court's opinion.

PPG has owned 50 percent of Pittsburgh Corning since 1937.

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection in 2000 (Bankr. W.D. Pa. Case No. 00-22876).  The Hon.
Judith K. Fitzgerald presides over the case.  The Bankruptcy Court
authorized the retention of Reed Smith LLP as counsel for the
Debtor under a general retainer, and the retention of Deloitte &
Touche LLP as accountants for the Debtor.

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

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

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

In December 2006, the Bankruptcy Court denied confirmation of an
earlier version of the plan, citing that the plan was too broad in
addressing independent asbestos claims that were not associated
with the Debtor.


PLATINUM STUDIOS: G. Kline and A. Post Appointed to Board
---------------------------------------------------------
The Board of Directors of Platinum Studios, Inc., appointed Gerald
Kline and Adam Post to vacant seats on the Company's Board of
Directors.

Gerald Kline, 49, is an attorney licensed to practice in
California, specializing in criminal law, with extensive
experience in strategic business development, private equity
venture capital, mergers & acquisitions and the sales, marketing
and merchandising of entertainment intellectual properties.  Mr.
Kline has been in private practice from 2008 to the present.  Mr.
Kline was a consultant to various companies from 2005 to 2008,
including Platinum Studios.  Prior to establishing a criminal law
practice, Mr. Kline was a Managing Director at
investing/consulting firm Moore, Clayton & Co., from 2001 to 2003,
and prior to that, he was director of licensing at a number of
entertainment firms including Viacom Consumer products, starting
in 1991 through 2001.

Adam Post, 41, is President and founder of LeadGrowth, a marketing
company that outsources business-to-business products, and AVANT
Media Group, which is a consumer-brand oriented intellectual
property business focused on developing new properties for broad
segments and segments with passionate consumer following.  Mr.
Post has been in charge of LeadGrowth since 2005.  Brands that
AVANT owns include Personality Comics.  Personality Comics has
featured biographical stories on Babe Ruth, The Beatles, Martin
Luther King, Jr., Sean Connery, Marilyn Monroe, William Shatner
and over one hundred others.  Post previously sold to Platinum, in
2001, rights to the Triumphant Comics universe.  AVANT also owns
several hundred comic book characters.

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$10.34 million in total assets, $27.63 million in total
liabilities, all current, and a $17.29 million total shareholders'
deficit.

The Company is also delinquent in payment of $120,026 for payroll
taxes as of March 31, 2011, and in default of certain of its short
term notes payable.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.


POLI-GOLD LLC: AZ-Havasu Wants Exclusivity Extensions Denied
------------------------------------------------------------
Secured creditor AZ-Havasu, LLC, formerly IMH Special Asset NT
238, LLC, asks the U.S. Bankruptcy Court for the District of
Arizona to deny Poli-Gold, L.L.C.'s request to extend its
exclusive periods to file and solicit acceptances for the proposed
chapter 11 plan.

AZ-Havasu also requests that no further extension of the
exclusivity periods for filing and confirming a plan be granted.

AZ-Havasu relates that the Debtor has not demonstrated that an
extension of exclusivity would facilitate the case moving forward
toward reorganization.  In fact, the requests for 2004 exams by
the US Trustee's office and the Environmental Protection Agency
suggest concern that the Debtor has not been entirely candid in
the case.

As reported in the Troubled Company Reporter on June 22, 2011, the
Debtor related that it needs more time to negotiate with its
primary secured creditor, and Environmental Protection Agency,
another primary party in Debtor's case.  The Debtor believes it is
making progress with the parties relating to consensual plan
treatment and potential settlements, but cannot finalize the items
prior to June 15.

AZ-Havasu is represented by:

         Alisa C. Lacey, Esq.
         STINSON MORRISON HECKER LLP
         1850 N. Central Avenue, Suite 2100
         Phoenix, Arizona 85004-4584
         Tel: (602) 279-1600
         Fax: (602) 240-6925
         E-mail: alacey@stinson.com

                          About Poli-Gold

Fort Mohave, Arizona-based Poli-Gold, LLC, owns a cabin and RV
resort in Panguitch, Utah.  It also owns a commercial
building/warehouse/storage facility in Fort Mohave, Arizona, as
well as a commercial property in Lake Havasu City, Arizona, and
some vacant lots in Kingman, Arizona.

Poli-Gold filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-37018) on Nov. 17, 2010.  Attorneys at Engelman
Berger, P.C., serve as the Debtor's bankruptcy counsel.  Keller
Williams River Cities Specialists serves as real estate listing
broker.  In its schedules, the Debtor disclosed assets of
$30,384,943 and liabilities of $14,401,515 as of the petition
date.


QA3 FINANCIAL: Clients Can't Pursue "Control Person" Claims
-----------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney held that the automatic stay
in the Chapter 11 case of QA3 Financial Corp. is extended to each
of the respondents in certain arbitration actions with regard
solely to the "Control Person" issue.  The automatic stay is not
extended to the respondents for any other claims against them
which are not related to the "Control Person" issue.

Numerous purchasers have filed arbitration claims against the
debtor and four of its employees or former employees.  In the
securities industry, there apparently is a recognized policy that
if a broker/dealer violates fiduciary or other duties to parties
that purchase securities marketed by or through the broker/dealer,
particular officers or directors who are deemed to have been in
control of the broker/dealer can be held personally responsible
for the damages caused by the broker/dealer.

The debtor's employees who are now respondents in the arbitration
action were allegedly "Control Persons" of the debtor.  Pursuant
to Judge Mahoney's order, although the debtor is protected by the
automatic stay of 11 U.S.C. Sec. 362 from direct actions in the
arbitration, and although the debtor has been severed from most of
the arbitration claims because of the bankruptcy filing, if the
individual respondents are required to defend against "Control
Person Liability" and are found liable, any such finding or
judgment will be the equivalent of a finding or judgment against
the debtor.  That is because first, to prove "Control Person
Liability," the claimants will need to prove that the debtor
itself violated its duties to the claimants.  Secondly, each of
the respondents have a contractual, statutory, or common law right
to indemnification by the debtor requiring the debtor to reimburse
all expenses incurred as a result of being named in any
proceedings as a result of their association or employment with
the debtor.

The debtor made the request.  Milo H. Segner, Jr., the liquidating
trustee for Provident Royalties LLC, which is under receivership
proceedings, objected.

In 2009, Mr. Segner Jr., at Litzler, Segner, Shaw & McKenney, LLP,
filed a lawsuit in U.S. Bankruptcy Court in Dallas against almost
50 broker-dealers, including QA3, alleging that the firms "failed
miserably in upholding their fiduciary obligations" when selling
Provident private placements.

Mr. Segner may be reached at:

          Milo H. Segner, Jr.
          LITZLER, SEGNER, SHAW & MCKENNEY, LLP
          1412 Main Street, Suite 2400
          Dallas, TX 75202
          Tel: 214-752-0999
          Fax: 214-752-0990
          E-Mail: admin@lssmllp.com

A copy of the Court's July 7, 2011 Order is available at
http://is.gd/SkRS8Ofrom Leagle.com.

                        About QA3 Financial

QA3 Financial Corp. in Omaha, Nebraska, is a broker/dealer of
securities.  It had registered representatives in various parts of
the country who sold securities, including private placement
securities.  Some of the products that were sold have been alleged
to be Ponzi schemes and the entities in which the purchasers
obtained a financial interest have gone out of business or filed
bankruptcy.

QA3 Financial filed a voluntary Chapter 11 petition (Bankr. D.
Neb. Case No. 11-80297) on Feb. 11, 2011.  Robert V. Ginn, Esq.,
at Husch Blackwell Sanders, serves as bankruptcy counsel.  In its
petition, the Debtor listed $1 million to $10 million in assets
and debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  Donald Swanson, Esq., appeared for the Official
Committee of Unsecured Creditors.


QA3 FINANCIAL: Insurance Policy Dispute to Proceed in NY Court
--------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney lifted the automatic stay to
allow Catlin Specialty Insurance Company to proceed with a
declaratory action against QA3 Financial Corp. related to a
Broker/Dealer and Registered Representative Professional Liability
Policy the debtor purchased prepetition from Catlin.

After a significant number of claims from disgruntled investors
were submitted by the debtor to Catlin, the debtor and Catlin got
into a dispute over an interpretation of the Policy.  The debtor
asserted that the Policy limits were $7.5 million and Catlin
asserted that the Policy limits for certain types of coverage were
limited to $1 million and that costs of defense eroded that
maximum.

In 2010 the debtor filed suit in Florida against Catlin to obtain
a declaratory judgment concerning its rights under the Policy.
That case was dismissed for lack of subject matter jurisdiction.
In November 2010, Catlin filed a complaint for declaratory
judgment against the debtor regarding the Policy in the United
States District Court for the Southern District of New York.  On
Feb. 1, 2011, the debtor filed an answer to the complaint and
demand for a jury trial.

Catlin contends that New York law governs the rights of the
parties under the Policy; that the declaratory judgment action is
not an attempt to obtain affirmative monetary relief against the
debtor or to obtain property of the debtor, but is solely to
obtain a judicial interpretation of the Policy language.

The debtor and the Official Unsecured Creditors Committee object,
arguing that the insurance Policy is property of the bankruptcy
estate and all disputes concerning it should be resolved in the
bankruptcy context, not in a foreign jurisdiction such as the
Southern District of New York.

Judge Mahoney held that the litigation, both in New York and in
Nebraska, relates to the interpretation of the language of the
Policy under controlling New York law.  Catlin was the first to
file and the Nebraska adversary proceeding is simply a duplication
of the matters already at issue in the New York case.  The Policy
provides that the debtor is the representative of all parties with
an interest in the Policy.  The litigation concerns a state law
contract dispute which is not a core proceeding.  Catlin is not
requesting affirmative monetary relief, but only to obtain an
interpretation of the meaning of contractual language.

According to Judge Mahoney, the impact on the bankruptcy case is
contingent and will be the same whether the litigation is in New
York or in Nebraska.  If the debtor wins on its interpretation of
the contract, there will be more money available for payment of
claims by the insurance company.  If the debtor loses, there will
be less money available from the insurance and perhaps more claims
in the bankruptcy case.  Finally, the question whether coverage
exists is a separate and distinct issue from all bankruptcy
issues.

A copy of Judge Mahoney's July 1, 2011 Order is available at
http://is.gd/PCcMvMfrom Leagle.com.

                        About QA3 Financial

QA3 Financial Corp. in Omaha, Nebraska, is a broker/dealer of
securities.  It had registered representatives in various parts of
the country who sold securities, including private placement
securities.  Some of the products that were sold have been alleged
to be Ponzi schemes and the entities in which the purchasers
obtained a financial interest have gone out of business or filed
bankruptcy.

QA3 Financial filed a voluntary Chapter 11 petition (Bankr. D.
Neb. Case No. 11-80297) on Feb. 11, 2011.  Robert V. Ginn, Esq.,
at Husch Blackwell Sanders, serves as bankruptcy counsel.  In its
petition, the Debtor listed $1 million to $10 million in assets
and debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  Donald Swanson, Esq., appeared for the Official
Committee of Unsecured Creditors.


RASER TECHNOLOGIES: Court Approves Hunton & Williams as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Raser Technologies Inc. to employ Hunton & Williams LLP as counsel
to represent the Debtor in the Chapter 11 proceedings.

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

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors has been
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Raser Technologies, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $2,712,681
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,044,737
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $85,720,198
                                 -----------      -----------
        TOTAL                    $24,880,000      $87,764,935

Debtor-affiliates also filed their respective schedules,
disclosing:

Harmony Geothermal No. 1 IR-01, LLC
  assets: $30,097
  liabilities: $0

Cricket Geothermal No. 1 MI-01, LLC
  assets: $0
  liabilities: $0

Columbia Renewable Power, LLC
  assets: $0
  liabilities: $21,372,000

Devil's Canyon Geothermal No. 1 SV-03, LLC
  assets: $139,246
  liabilities: $0

Los Lobos Renewable Power, LLC
  assets: $0
  liabilities: $0

RT Patent Company, Inc.
  assets: $0
  liabilities: $21,372,000

Trail Canyon Geothermal No. 1 SV-02, LLC
  assets: $236,270
  liabilities: $0

Raser Technologies Operating Company, Inc
  assets: $912,816
  liabilities: $2,562,531

Klamath Geothermal No. 1 KL-01, LLC
  assets: $108,090
  liabilities: $0

Thermo No. 2 BE-02, LLC
  assets: $38,384
  liabilities: $0

Thermo No. 3 BE-03, LLC
  assets: $7,879
  liabilities: $0

Pacific Renewable Power, LLC
  assets: $0
  liabilities: $0

Raser Power Systems, LLC
  assets: $44,460
  liabilities: $21,372,000

Thermo No. 1 BE-01, LLC
  assets: $18,612,171
  liabilities: $13,953,562

Lightning Dock Geothermal HI-01, LLC
  assets: $7,661,138
  liabilities: 3,711,926

Truckee Geothermal No. 1, SV-01, LLC
  assets: $987
  liabilities: $0

Truckee Geothermal No. 2, SV-04, LLC
  assets: $0
  liabilities: $0

Western Renewable Power, LLC
  assets: $270,691
  liabilities: $21,499,143

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors has been
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: Prescott Loverns Wants Ch. 11 Trustee Named
---------------------------------------------------------------
Party-in-interest Prescott Lovern asks the U.S. Bankruptcy Court
for the District of Delaware to direct an appointment of a Chapter
11 trustee in the bankruptcy cases of Raser Technologies, Inc., et
al.

Lovern tells the Court that the request was based on alleged
fraud, incompetence, gross mismanagement and dishonesty.

Lovern seeks to discover whether fraud has been committed in the
filing of bankruptcy, whether a bankruptcy trustee must be
appointed to investigate the fraud and whether the proposed
bankruptcy plan must not be approved as presented.

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors has been
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.
Raser Technologies disclosed $24,880,000 in assets and
$87,764,935 in liabilities as of the Chapter 11 filing.


REYNOLDS GROUP: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Reynolds Group Holdings Ltd. and removed it from
CreditWatch. The rating had been on CreditWatch with negative
implications since June 14, 2011, after Reynolds announced that it
intended to acquire Graham Packaging Co. Inc. The rating outlook
on Reynolds is negative.

"The affirmation of Reynolds' corporate credit rating reflects its
strong business risk profile as a premier provider of food and
beverage packaging," said Standard & Poor's credit analyst Cynthia
Werneth. "The acquisition of Graham adds a leading maker of
innovative rigid plastic packaging with high and relatively stable
operating profitability."

"Although this transaction comes closely on the heels of the very
large, mostly debt-financed acquisition of Pactiv Corp. in
November 2010 and results in a slight increase in Reynolds'
already very high debt leverage, we believe Reynolds should be
able to obtain the approximately $400 million of targeted
synergies and other cost reductions associated with both of these
acquisitions and the smaller acquisition of Dopaco in May 2011,"
Ms. Werneth said.

Even before the acquisition of Graham, Reynolds is one of the
world's leading and most diversified consumer and foodservice
packaging providers. Pro forma for the Graham acquisition, annual
revenues will exceed $13 billion.

Nevertheless, given its high debt leverage, Reynolds is vulnerable
to raw material cost swings, particularly in aluminum and plastic
resin. Although management has a good track record of achieving
targeted cost reductions and reducing debt somewhat following past
acquisitions, the Pactiv and Graham transactions are much larger
than the others, and the company would need to gradually improve
operating results or reduce debt somewhat to maintain the ratings.


RISING SUN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rising Sun Enterprises, Inc.
          dba Cost Saver Market #1
              Cost Saver Market #2
        1141 W. Carson Street
        Torrance, CA 90502-0000

Bankruptcy Case No.: 11-38519

Chapter 11 Petition Date: July 1, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sandra R. Klein

Debtor's Counsel: Christine M. Pajak, Esq.
                  STUTMAN, TREISTER & GLATT PROFESSIONAL
                  CORPORATION
                  1901 Avenue of the Stars, 12th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600
                  E-mail: cpajak@stutman.com

                         - and -

                  Gabriel I. Glazer, Esq.
                  STUTMAN, TREISTER & GLATT PROFESSIONAL
                  CORPORATION
                  1901 Avenue of the Stars, 12th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600
                  Fax: (310) 228-5788
                  E-mail: gglazer@stutman.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/cacb11-38519.pdf

The petition was signed by Swarndeep Banipal, president.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ankush Banipal, Inc.                  --                        --
Nand Singh Garcha, Inc.               --                        --


RITE AID: Incurs $63.08 Million Net Loss in May 28 Quarter
----------------------------------------------------------
Rite Aid Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $63.08 million on $6.39 billion of revenue for the 13 week
period ended May 28, 2011, compared with a net loss of $73.68
million on $6.39 billion of revenue for the 13 week period ended
May 29, 2010.

The Company's balance sheet at May 28, 2011, showed $7.50 billion
in total assets, $9.77 billion in total liabilities and a $2.27
billion total stockholders' deficit.

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

                        http://is.gd/9Bh5ZA

                          About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $555.42 million on $25.21 billion
of revenue for the year ended Feb. 26, 2011, compared with a net
loss of $506.67 million on $25.67 billion of revenue for the year
ended Feb. 27, 2010.

The Company's balance sheet at Feb. 26, 2011, showed $7.55 billion
in total assets, $9.76 billion in total liabilities and a $2.21
billion total stockholders' deficit.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


RIVER ROAD: Confirmed Hotel Plan May Obviate Supreme Court Appeal
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge in Chicago on July 7 signed a
confirmation order for the Chapter 11 plan for the
InterContinental Chicago O'Hare hotel near Chicago's largest
airport.

According to the report, the approved plan, which was proposed by
the lender, will give ownership in exchange for $162 million in
debt.  The lender would waive its deficiency claim on taking title
through the plan.

The report relates that the order might end up preventing the U.S.
Supreme Court from deciding a question of bankruptcy law where
lower courts have different answers.  There were dueling plans,
one by the hotel's owner, River Road Hotel Partners LLC, and the
other by the secured lender Longview Ultra Construction Loan
Investment Fund.  In approving the lender's competing plan, U.S.
Bankruptcy Judge Bruce W. Black set in motion a process that
resulted in a disagreement between federal circuit courts of
appeal. The vital question for Chapter 11 reorganization cases may
end up in the Supreme Court next year.

Mr. Rochelle recounts that Judge Black earlier refused to approve
the owner's plan, under which there would have been an auction of
the property where the lender would have been forced to bid cash.
The owner appealed directly to the U.S. Court of Appeals in
Chicago.

Mr. Rochelle discloses that in late June, the Court of Appeals
upheld Judge Black by ruling that secured lenders have a right to
credit bid, or buy property using their secured claim rather than
cash. In the process, the 7th Circuit in Chicago disagreed with
Courts of Appeal in New Orleans and Philadelphia, which came out
the other way on the same issue within the past two years.

Mr. Rochelle notes that if the lender implements the plan, the
current owner may be unable to appeal to the U.S. Supreme Court
under a doctrine known as mootness.

                 About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.


RKL OF N.C.: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RKL of N.C., LLC
        fdba R. Kirk Leone Developer, Inc.
        (Debtor is successor by merger)
        5832 Carriage Farm Drive
        Raleigh, NC 27603

Bankruptcy Case No.: 11-05242

Chapter 11 Petition Date: July 7, 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: $7,345,433

Scheduled Debts: $7,410,989

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-05242.pdf

The petition was signed by R. Kirk Leone, manager.


ROCHA DAIRY: Files Schedules of Assets & Liabilities
----------------------------------------------------
Rocha Dairy, LLC, also known as Rocha Farms, filed with the U.S.
Bankruptcy Court for the District of Idaho its schedules of assets
and liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property               $8,010,000
B. Personal Property           $4,669,974
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $6,784,907
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $128,276
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $1,791,893
                              ------------          --------------
      TOTAL                    $12,679,974              $8,705,077


                      About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as 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 Elcidio Rocha, member.


SATISFIED BRAKE: Foreign Proceeding Gets Recognition in U.S. Court
------------------------------------------------------------------
The Hon. Joseph M. Scott, Jr. of the U.S. Bankruptcy Court for the
Eastern District of Kentucky recognized the Chapter 15 case of
Satisfied Brake Products, Inc., as a foreign main proceeding.
Noubar Boyadjian, representative of Litwin Boyadjian, Inc., filed
for recognition pursuant to Sections 1515 and 1517 of the Canadian
insolvency proceeding in the Superior Court, Province of Quebec,
District of Montreal.

The proposed guidelines for court-to-court communications are also
adopted by the Court.

                  About Satisfied Brake Products

Dorval, Quebec-based Satisfied Brake Products, Inc., is subject to
an insolvency proceeding filed Jan. 10, 2011 in Canada pursuant to
section 50.4(1) of the Bankruptcy and Insolvency Act (Canada)
R.S.C. 1985 c. B-3.  The Foreign Main Proceeding is styled In Re
the Matter of Satisfied Brakes Inc. and Litwin Boyadjian Inc.
Trustee, Superior Court, Province of Quebec, District of Montreal,
Bankruptcy Division, Court Number 500-11-040128-114,
Superintendant Number 41-1449455, File number 1101002.

Noubar Boyadjian, of Litwin Boyadjian, Inc., acting as trustee and
foreign representative, filed a petition under Chapter 15 of the
U.S. Bankruptcy Code for Satisfied Brake Products (Bankr. E.D. Ky.
Case No. 11-51427) on May 16, 2011.  Chief Judge Joseph M. Scott
Jr. presides over the case.  Gregory R. Schaaf, Esq., at
Greenebaum Doll & McDonald PLLC, serves as counsel to the Foreign
Representative.

On May 19, 2011, the Bankruptcy Court granted the Foreign
Representative's request for provisional stay relief pending
recognition of the Canadian case as a Foreign Main Proceeding.
The Court declared that the automatic stay is immediately in
effect in the case.  The Debtor is directed to take no action in
violation of the terms of the Preliminary Injunction entered in
favor of Brake Parts, Inc. on Dec. 15, 2010, in the consolidated
civil action Brake Parts, Inc. v. David Lewis, Satisfied Brake
Products, Inc. and Robert R. Kahan, Case No. 09-CV-132 (E.D. Ky.).


SEAHAWK DRILLING: Files First Amended Chapter 11 Plan
-----------------------------------------------------
BankruptcyData.com reports that Energy Supply International,
Seahawk Drilling, Seahawk Drilling Management, Seahawk Drilling
USA, Seahawk Global Holdings, Seahawk Mexico Holdings and Seahawk
Offshore Management filed with the U.S. Bankruptcy Court a First
Amended Chapter 11 Plan and related Disclosure Statement.

According to the Disclosure Statement, "The Plan provides for the
creation of a Liquidating Trust on the Effective Date to which the
assets of the Debtors will be transferred with the exception of
the Hercules Common Stock which will continue to be held by the
Escrow Agent for the benefit of the Reorganized Debtors (the
'Liquidating Trust Assets') and for a Liquidating Trustee to
administer those assets, including prosecuting Causes of Action
for the benefit of creditors and stockholders. The beneficiaries
of the Liquidating Trust will be the holders of Allowed Claims and
Allowed Interests. The Liquidating Trustee will have the authority
to resolve issues regarding the Allowance of Claims and, in
conjunction with the Escrow Agent on behalf of the Reorganized
Debtors, will make Distributions to holders of Allowed Claims and
Allowed Interests in accordance with the Plan."

                       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.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

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

The deal closed on April 27, 2011.


SECUREALERT INC: Announces New Business Contracts & Mgt. Changes
----------------------------------------------------------------
SecureAlert, Inc., reported the signing of 48 new domestic and
international contracts, as well as a paradigm shift and changes
in management.

Between April 1, 2011 and June 30, 2011, the Company received
minimum orders for an incremental 5,060 of the Company's
ReliaAlertTM tracking devices to be delivered over the next six
months, which could increase to up to 10,120 units at maturity.
These orders for tracking devices, monitoring and other advisory
services represent a minimum of approximately $8,100,000 in
incremental revenue growth through the end of calendar 2011, with
a full impact of approximately $23,300,000 in revenue for calendar
2012.

To support this new business and anticipated global growth, the
Company also announced that it had secured a commitment for an
additional $13,500,000 in capital through a combination of both
equity and credit line facilities.

The Company also announced management changes effective June 30,
2011.  SecureAlert's founder and long time supporter, CEO and
Chairman, David Derrick, has stepped down to pursue other business
interests.  "I feel that we have taken SecureAlert to the
threshold of strength and stability," stated Mr. Derrick.  "It is
now time for others with the appropriate skills and talent to take
SecureAlert to the next level.  I believe SecureAlert can become
the leading company in this fast growing market of offender
tracking."  Mr. Derrick will continue to support the Company by
committing to increase his equity position in the Company.  The
Board of Directors appointed John L. Hastings III, currently
President and Chief Operating Officer of the Company, as its new
Chief Executive Officer.

Noted Mr. Hastings, "David Derrick brought the idea of
intervention and interactive offender monitoring to reality.
David, together with his business partner James Dalton, are
entrepreneurs and visionaries, who took the Company from an idea
through to this important milestone in our Company's history,
starting up the Company, developing an entirely new technology and
establishing the first-of-its-kind intervention monitoring center,
at our Utah-based headquarters."  As SecureAlert is now poised to
leave the start-up phase and heading to become one of the leading
solution providers of GPS-based electronic monitoring of
offenders, David Derrick has handed over the leadership of the
Company to the next management generation that will lead
SecureAlert into national and global growth, and we are grateful
for his many contributions," concluded Hastings.

The Company also announced that Dr. Edgar Bernardi, a Director of
the Company, has resigned to pursue other interests.  The Board
intends to nominate new directors to fill the vacancies resulting
from the departures of Mr. Derrick and Dr. Bernardi for approval
at the Company's next meeting of the shareholders.

In other news, the Company announced it had completed the
acquisition of all shares of the outstanding capital stock of
Midwest Monitoring & Surveillance, Inc.  Additional details
regarding this and the other transactions will be made available
in separate press releases and in filings with the Securities and
Exchange Commission.

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

The Company reported a net loss of $2.07 million on $3.68 million
of revenue for the three months ended Dec. 31, 2010, compared with
a net loss of $5.53 million on $3.20 million of total revenue for
the same period a year earlier.

The Company's balance sheet at March 31, 2011, showed $12.77
million in total assets, $11.06 million in total liabilities and
$1.71 million in total equity.


SEMCRUDE LP: Blueknight Energy Sues Koch Over PCB Cleanup
---------------------------------------------------------
Rachel Slajda at Bankruptcy Law360 reports that an Oklahoma-based
energy company asked a Delaware bankruptcy judge on Wednesday to
find that four subsidiaries of Koch Industries Inc. were
contractually responsible for cleaning up a polychlorinated
biphenyls-contaminated asphalt plant Koch once owned in
Pennsylvania.

Law360 says the adversary complaint was filed by Blueknight Energy
Partners LP as part of SemCrude LP's bankruptcy proceeding.
Blueknight claims Koch is still liable for environmental
remediation at the plant, which now belongs to Blueknight.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SHAMROCK-SHAMROCK: Amends Schedules of Assets & Liabilities
-----------------------------------------------------------
Shamrock-Shamrock Inc. has filed with the U.S. Bankruptcy Court
for the Middle District of Florida its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property              $12,091,327
B. Personal Property             $730,827
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $17,007,078
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $14,123
                              ------------         --------------
      TOTAL                    $12,822,154            $17,021,201

                   About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SHELTERED WORK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sheltered Work-Activity Program, Inc.
        dba INCOR
        210 E. Okmulgee
        Muskogee, OK 74402

Bankruptcy Case No.: 11-80965

Chapter 11 Petition Date: July 5, 2011

Court: United States Bankruptcy Court
       Eastern District of Oklahoma (Okmulgee)

Judge: Tom R. Cornish

Debtor's Counsel: Brandon Craig Bickle, Esq.
                  GABLE GOTWALS
                  100 W. 5th Street
                  1100 ONEOK Plaza
                  Tulsa, OK 74103
                  Tel: (918) 595-4800
                  Fax: (918) 595-4990
                  E-mail: bbickle@gablelaw.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/okeb11-80965.pdf

The petition was signed by Edward B. Breen, president.


SHILO INN: Can Provide Adequate Assurance of Payment to Utilities
-----------------------------------------------------------------
Shilo Inn, Seaside Oceanfront, LLC sought and obtained permission
from Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California to provide adequate assurance of
future payment via cash deposits to utility companies, a schedule
of which is available for free at:

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

David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill
LLP, in Los Angeles, California, stressed that it is crucial that
the means of providing assurance to the Utility Companies be
determined so that there is no interruption in the services
provided.

The cash deposits are deemed as constituting adequate assurance of
payment pursuant to Section 366(c) of the Bankruptcy Code, the
bankruptcy judge ruled.  The Utility Companies that receive cash
deposits under this order are ordered to return the cash deposit
within 10 business days of termination of services, if and when
those services are terminated.

                About Shilo Inn Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, serves
as the Debtor's bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.

Shilo Inn, Seaside Oceanfront, LLC reported total scheduled assets
of $22,219,762 and total scheduled liabilities of $13,688,451.


S.H.S RESORT: Court Denies Request to Obtain DIP Loan as Moot
-------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, denied S.H.S. Resort,
LLC's request to obtain postpetition financing as moot.

The Court, on May 25, heard oral arguments from the Debtor, German
American Capital Corporation, and the U.S. Trustee on the request
and denied the request.

As previously reported by The Troubled Company Reporter on
Nov. 10, 2010, the Debtor sought authority to obtain two post-
petition credit facilities from Olympia Development Group, Inc.,
which is an insider of the Debtor.

The First Credit Facility proposes an unsecured line of credit
intended to fund operational shortfalls which will consist of
these terms:

     A. Maximum loan amount is $1,500,000.

     B. Interest rate is 5.75% per annum, to be paid monthly in
        arrears.

     C. Loan term is 36 months; interest only due monthly for the
        life of the loan, with a balloon payment of all principal
        due at the conclusion of the loan term.

     D. Lender to receive administrative priority for all funds
        advanced.

A copy of the term sheet of the First Credit Facility is available
for free at:

     http://bankrupt.com/misc/SHS_RESORT_1stcreditfacility.pdf

The Second Credit Facility will fund capital expenditures and be
secured by a priming lien on the Debtor's assets, and will consist
of these terms:

     A. Maximum loan amount is $1,500,000.

     B. Interest rate is 5.75% per annum, to be paid monthly in
        arrears.

     C. Loan term is 36 months; interest only due monthly for the
        life of the loan, with a balloon payment of all principal
        due at the conclusion of the loan term.

     D. Lender to receive priming lien on Debtor's real and
        personal property for all funds advanced.

A copy of the term sheet of the Second Credit Facility is
available for free at:

     http://bankrupt.com/misc/SHS_RESORT_2ndcreditfacility.pdf

Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor
Resort and Spa, filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-25886) on Oct. 28, 2010.  Steven M. Berman,
Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop & Kendrick,
LLP, assist the Debtor in its restructuring effort.  The Debtor
scheduled $8,105,980 in assets and $31,705,109 in liabilities.


S.H.S. RESORT: Has Final Authority to Use Cash Collateral
---------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, gave final authority
to S.H.S. Resort, LLC, to use cash collateral securing its
prepetition debt obligations.

Safety Harbor, Florida-based S.H.S. Resort, LLC, aka Safety Harbor
Resort and Spa, filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-25886) on Oct. 28, 2010.  Steven M. Berman,
Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop & Kendrick,
LLP, assist the Debtor in its restructuring effort.  The Debtor
scheduled $8,105,980 in assets and $31,705,109 in liabilities.


SIGNATURE BANK: Closed; Points West Community Assumes All Deposits
------------------------------------------------------------------
Signature Bank of Windsor, Colo., was closed on Friday, July 8,
2011, by the Colorado Division of Banking, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Points West Community Bank of Julesburg, Colo., to
assume all of the deposits of Signature Bank.

The three branches of Signature Bank will reopen during normal
business hours as branches of Points West Community Bank.
Depositors of Signature Bank will automatically become depositors
of Points West Community Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of
Signature Bank should continue to use their existing branch until
they receive notice from Points West Community Bank that it has
completed systems changes to allow other Points West Community
Bank branches to process their accounts as well.

As of March 31, 2011, Signature Bank had around $66.7 million in
total assets and $64.5 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, Points West
Community Bank agreed to purchase essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-517-1843.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/signaturebank.html.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $22.3 million.  Compared to other alternatives, Points
West Community Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Signature Bank is the 51st FDIC-insured
institution to fail in the nation this year, and the 4th in
Colorado.  The last FDIC-insured institution closed in the state
was Colorado Capital Bank, Castle Rock, earlier of July 8.


SILGAN HOLDINGS: S&P Retains 'BB+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level rating
of 'BBB-' (one notch higher than the corporate credit rating) and
a recovery rating of '2' to Silgan Holdings Inc.'s proposed senior
secured credit facilities, indicating the expectation for
substantial (70% to 90%) recovery in the event of a payment
default. The senior secured credit facilities include a $800
million revolving credit facility maturing in 2016, a $400 million
term loan A, a EUR335 million term loan A, and a C$81 million term
loan (all term loans will be due in 2017). The company plans to
use proceeds to repay its existing credit facilities and for fees
and expenses.

All other ratings on Silgan, including the 'BB+' corporate credit
rating, remain unchanged, and the rating outlook remains stable.

The ratings on Silgan reflect its satisfactory business position
as a major North American producer of rigid consumer goods
packaging and its steady earnings and free cash flow generation.
Silgan also has demonstrated its ability to maintain a capital
structure consistent with the rating despite periodic
acquisitions. Somewhat aggressive financial policies and other
risks associated with the company's growth strategy via
acquisitions offset these strengths. Standard & Poor's
characterizes Silgan's business risk profile as satisfactory and
its financial risk profile as significant. Silgan has annual
revenues of $3.1 billion. Its business mix is about 61% metal food
cans, 20% metal and plastic closures, and 19% plastic containers.
Silgan is the largest producer of metal food cans in North
America, with an estimated 50% share of market volume, and has
relatively stable end markets.

Ratings List
Silgan Holdings Inc.
Corporate credit rating              BB+/Stable/--

Ratings Assigned
Senior secured
  $800 mil. revolver due 2016         BBB-
   Recovery rating                    2
  $400 mil. term loan A due 2017      BBB-
   Recovery rating                    2
EUR335 mil. term loan A due 2017      BBB-
   Recovery rating                    2
  C$81 mil. term loan due 2017        BBB-
   Recovery rating                    2


SKS PROPERTIES: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SKS Properties SE, LLC
        2340 S. Arlington Heights Road, Suite 202
        Arlington Heights, IL 60005

Bankruptcy Case No.: 11-28134

Chapter 11 Petition Date: July 7, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: David L. Kane, Esq.
                  Forrest B Lammiman, Esq.
                  MELTZER PURTILL & STELLE
                  300 S Wacker Drive
                  Chicago, IL 60606
                  Tel: (312) 987-9900
                  E-mail: dkane@mpslaw.com
                          flammiman@mpslaw.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 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-28134.pdf

The petition was signed by Cyril Farwell, manager.


SUNBIZ HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sunbiz Hospitality, Inc.
        dba Holiday Inn Express & Suites
        10148 New Berlin Road
        Jacksonville, FL 32226

Bankruptcy Case No.: 11-04998

Chapter 11 Petition Date: July 7, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Jason A Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: (904) 521-9868
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $4,397,472

Scheduled Debts: $6,247,058

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-04998.pdf

The petition was signed by Gurprett S. Gill,
shareholder/president.


SUNCOKE ENERGY: Moody's Assigns 'Ba3' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned first-time ratings to SunCoke
Energy Inc., including a Ba3 corporate family rating, a Ba3
probability of default rating, a Ba1 rating to each of the
company's proposed $150 million secured guaranteed revolving
credit facility and $300 million secured term loan B and a B1
rating to the company's proposed $400 million in guaranteed senior
unsecured notes. In addition, Moody's assigned a SGL-2 speculative
grade liquidity rating. The outlook is stable.

RATINGS RATIONALE

SunCoke, currently a subsidiary of Sunoco Inc., is being spun-off
from its parent through an initial IPO of a maximum of 19.9%
followed by, after the IPO lock-up period, a tax free spin-off of
the balance of SunCoke to existing Sunoco shareholders.

SunCoke's Ba3 corporate family rating reflects the company's
position as an important independent U.S. merchant coke producer
with metallurgical coal (met coal) production capacity, which
provides about 20% of the coal the company needs for its domestic
coke-making plants. The company is expanding its met coal
production capacity to increase tons available for sale into the
met coal market. An important consideration in the rating is the
long-term contracts with important steel-making facilities at
ArcelorMittal, United States Steel and AK Steel to provide coke to
certain of these companies' blast furnaces in the U.S. (the
company also operates and has an equity interest in a coke
facility in Brazil). These contracts, the majority of which run to
2020 and beyond and allow for a pass-through of most costs,
including metallurgical coal, provide a measure of underlying
stability to expected revenue streams and earnings generation,
although Moody's expects operating profit to run at lower than
historical levels due to the restructuring of the Jewell coke
contract with ArcelorMittal. SunCoke's technological and operating
expertise with respect to coke production is a further favorable
factor in the rating.

However, the rating encompasses the company's limited customer
profile, operating and geological challenges in its met coal
operations, the relatively high cost base of the mining operations
as well as operating challenges in the coke making process. In
addition, the rating considers that strategic growth on the coke-
making side of the business will require meaningful up-front
investments, which are likely to result in negative free cash flow
until a broader client base is reached. However, the company's
liquidity profile, supported by its $150 million revolving credit
facility, which Moody's expects to be unused, provides mitigation
to any possible negative free cash flow generation. In addition,
the rating considers the potential for unexpected costs and other
adjustments that often arise when companies are spun-off from
large organizations.

The SGL-2 speculative grade liquidity rating reflects the
company's anticipated acceptable starting cash balance and the
liquidity provided by the $150 million revolver, which Moody's
expects to be largely undrawn over the next 12-15 months. Although
Moody's anticipates that the high capex program anticipated in
2011 could result in negative free cash flow, the company's
liquidity can comfortably cover.

The Ba1 rating on the secured bank facilities reflects their
superior position in the capital structure while the B1 rating on
the unsecured notes reflects their weaker position in the capital
structure.

The stable outlook reflects the certainty provided by SunCoke's
long-term sales contracts and relatively low operating risk at the
coke operations. Moody's believes the company will complete the
new coke facility, currently under construction, at AK Steel's
Middletown Works as anticipated in late 2011 and ramp-up in 2012,
further enhancing its earnings base.

Given the limited history of SunCoke as a standalone company and
challenges in bringing new coal capacity on line, an upgrade is
unlikely over the next 12 to 15 months. However, if the company is
able to achieve and sustain EBIT/interest of 3.75x, debt/EBITDA of
3.75x and free cash flow/debt of at least 6%, the rating could be
favorably impacted.

Conversely, should EBIT/interest track below 3x, debt/EBITDA
exceed 4.5x or free cash flow be consistently negative, the rating
could be negatively impacted.

Assignments:

   Issuer: SunCoke Energy, Inc.

   -- Probability of Default Rating, Assigned Ba3

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

   -- Corporate Family Rating, Assigned Ba3

   -- Senior Secured Bank Credit Facility, Assigned Ba1, LGD2, 23%

   -- Senior Secured Bank Credit Facility, Assigned Ba1, LGD2, 23%

   -- Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD5,
      77%

The principal methodology used in rating SunCoke was the Global
Mining Industry Methodology, published May 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009 .

Headquartered in Lisle, Illinois, SunCoke operates coke making
facilities in the U.S. and Brazil and will have total capacity of
about 5.9 million tons of coke once the facility at AK Steel's
Middletown Works is completed. In addition, the company produces
about 1.2 million tons of met coal with an increase to an
anticipated 2.0 - 2.5 million tons by mid 2013. Revenues for the
year ended December 31, 2010 were $1.3 billion.


SWISS CHALET: Meeting of Creditors Continued Until July 15
----------------------------------------------------------
The Office of the U.S. Trustee in San Juan, Puerto Rico, has
continued until July 15, 2011, at 10:30 a.m., the meeting of
creditors in the bankruptcy case of Swiss Chalet Inc.

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill, P.S.C.
Law Offices serves as its bankruptcy counsel.  CPA Luis R.
Carrasquillo & Co., P.S.C., serves as its financial consultants.
In its Schedules, the Debtor disclosed total assets of
$118,521,510 and total debts of $132,741,094.  The petition was
signed by Arnold Benus, director.


SWISS CHALET: Taps Kevane Grant to Audit Year 2010 Books & Records
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The Swiss Chalet Inc., asks U.S. Bankruptcy Court for the District
of Puerto Rico for permission to employ

         Kevane Grant Thornton LLP
         33 Calle Bolivia, Suite 400
         San Juan, PR 00917-2013
         Tel: (787) 754-1915

as external auditor.

Kevane has acted as the Debtor's financial audit firm since the
year ended April 30, 2006, and had audited the Debtor's financial
statements for the years ended April 30, 2006, 2007, 2008, and
2009.

Kevane will conduct the external audit of the Debtor's books and
records for the year ended Dec. 31, 2010.

Luis Carlos Marcano, tells the Court that the hourly rates of
Kevane's personnel are:

          Partners                 $250
          Managers                 $160
          Senior Accountants       $105
          Assistants                $90

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

                   About The Swiss Chalet Inc.

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill, P.S.C.
Law Offices serves as its bankruptcy counsel.  CPA Luis R.
Carrasquillo & Co., P.S.C., serves as its financial consultants.
In its Schedules, the Debtor disclosed total assets of
$118,521,510 and total debts of $132,741,094.  The petition was
signed by Arnold Benus, director.


SYNOVUS FINANCIAL: Fitch Affirms Long-Term IDR at 'BB-'
-------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings of
Synovus Financial Corp and its bank subsidiary, Synovus Bank at
'BB-'. The Rating Outlook remains Negative.

The affirmation of SNV's ratings largely reflects that asset
quality, although still challenged, has begun to stabilize. Fitch
believes that the improving credit trends, as well as the efforts
by the company to reduce risk in the portfolio and the significant
writedowns already taken, should make future losses more
manageable.

The affirmation also considers that SNV's ratings are underpinned
by a relatively solid funding base, derived primarily from a
strong deposit franchise in its southeastern U.S. markets. The
strength of its funding position, which provides the company with
a low-cost funding base, has contributed to the improvement in
SNV's pre-provision net revenue. Further, the efficiency
initiatives recently implemented by management should aid core
earnings as well.

Fitch has maintained its Negative Rating Outlook to reflect that
SNV's loan book still contains a great deal of potential credit
risk. Credit issues continue to stem from SNV's residential
construction, development, and land loan portfolios (the majority
of which reside in the greater Atlanta area and Florida). Despite
material impairments and dispositions to date, these exposures
will likely continue to weigh on the company's results until these
portfolios are reduced to more manageable levels.

Reported asset quality measures have begun to show modest
improvement; however, the company still has a level of troubled
debt restructurings (TDRs), which Fitch includes in its
calculation of non-performing assets (NPAs), regardless of their
performance status. Based on Fitch's calculation NPAs were
approximately 8% at first-quarter 2011.

Fitch believes under its various stress scenarios that SNV could
be exposed to a more protracted period of losses, which would
threaten the company's return to profitability and could
materially erode SNV's capital and reserve base.

The company's Rating Outlook could stabilize or ratings could move
higher should credit trends improve substantially allowing the
company to return to consistent profitability. Further, capital-
raising initiatives that would provide an added buffer against
expected future losses would also be a positive rating factor.
SNV's ratings will be downgraded should a near-term return to
profitability not materialize. Further, while SNV's current
capital position is considered sufficient, it remains pressured by
its asset quality challenges.

Synovus is a financial services holding company based in Columbus,
GA, with total assets of $29 billion. Operating through a
decentralized customer delivery model through its 30 locally-
branded bank divisions through the Southeast in Georgia, Florida,
Alabama, South Carolina, and Tennessee, SNV provides a broad range
of traditional consumer and commercial banking products and
services.

These ratings have been affirmed with a Negative Rating Outlook:

Synovus Financial Corp

   -- Long-term IDR at 'BB-';

   -- Preferred stock at 'B-' ;

   -- Subordinated Debt at 'B';

   -- Short-Term IDR at 'B';

   -- Individual at 'D';

   -- Support Rating at '5';

   -- Support Floor at 'NF'.

Synovus Bank

   -- LT IDR rating at 'BB-';

   -- LT Deposits at 'BB'

   -- ST IDR at 'B';

   -- Individual at 'D';

   -- Support at '5;

   -- Support Floor at 'NF'.


TC GLOBAL: Incurs $5.21 Million Net Loss in Fiscal 2011
-------------------------------------------------------
TC Global, Inc., filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to TC Global, Inc., of $5.21 million on $38.26
million of net sales for the year ended April 3, 2011, compared
with a net loss attributable to TC Global, Inc., of $5.19 million
on $39.57 million of net sales for the year ended March 28, 2010.'

The Company's balance sheet at April 3, 2011, showed $8.47 million
in total assets, $16.40 million in total liabilities and a $7.92
million total stockholders' deficit.

Moss Adams LLP, in Seattle, Washington, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses and has limited working capital to fund
operations.

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

                        http://is.gd/2PAhdJ

                          About TC Global

TC Global, Inc., dba Tully's Coffee, is a specialty coffee
retailer and wholesaler.  Through company owned, licensed and
franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at nearly 600 branded retail locations
globally, including more than 200 in the United States.  TC Global
also has the rights to distribute Tully's coffee through all
wholesale channels internationally, outside of North America, the
Caribbean and Japan. TC Global's corporate headquarters is located
at 3100 Airport Way S, in Seattle, Washington.  See
http://www.TullysCoffeeShops.com


TELETOUCH COMMUNICATIONS: Amends Form S-1 Registration Statement
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Teletouch Communications, Inc., filed with the U.S. Securities and
Exchange Commission Amendment No.1 to Form S-1 registration
statement regarding the resale of up to 20,499,001 shares of the
Company's common stock by TLL Partners, LLC, et al.  The selling
shareholders may sell common stock from time to time at the
prevailing market price or in negotiated transactions.  The
Company does not know when or in what amounts selling shareholders
may offer the shares for sale.  The Company will not receive
proceeds from the sale of the Company's shares by selling
shareholders.

The Company's common stock is presently listed on the OTC Bulletin
Board under the symbol "TLLE."  On June 27, 2011, the last sales
price of the common stock, as reported on the OTC Bulletin Board
was $0.48 per share.

A full-text copy of the amended prospectus is available at no
charge at http://is.gd/N775Kz

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company reported a net loss of $1.87 million on $27.28 million
of total operating revenue for the nine months ended Feb. 28,
2011, compared with net income of $1.13 million on $41.89 million
of total operating revenue for the same period during the prior
year.


TERRESTAR NETWORKS: Sale to Dish Approved by Bankruptcy Judge
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TerreStar Networks Inc. was formally authorized by
the bankruptcy judge July 7 to sell the business to Dish Network
Corp. for $1.38 billion.  A June 30 auction was canceled when
there were no competing bids.

Mr. Rochelle notes that Dish is in the midst of three purchases in
bankruptcy court.  It paid $320 million for part of the U.S.
operations of Blockbuster Inc.  Dish is also paying $1.49 billion
for DBSD North America Inc., a company similar to TerreStar.

                    About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TEXAS BUILDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Texas Building Supply, LP
        2612 Sirius Road
        Denton, TX 76208

Bankruptcy Case No.: 11-42113

Chapter 11 Petition Date: July 6, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: H. Joseph Acosta, Esq.
                  LOOPER REED & MCGRAW P.C.
                  1601 Elm Street, Suite 4100
                  Dallas, TX 75201
                  Tel: (214) 954-4135
                  Fax: (214) 953-1332
                  E-mail: jacosta@lrmlaw.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 Philip J. Kohut, president.


TIB FINANCIAL: Capital Bank Merges with NAFH Bank
-------------------------------------------------
Capital Bank merged with and into NAFH National Bank, a subsidiary
of TIB Financial Corp, and North American Financial Holdings,
Inc., with NAFH Bank as the surviving entity effective June 30,
2011.  In connection with the Merger, NAFH Bank changed its name
to Capital Bank, National Association.

NAFH is the owner of approximately 94% of the Company's common
stock and approximately 83% of Capital Bank Corp's common stock.
Five of the Company's seven directors, and the Company's Chief
Executive Officer, Chief Financial Officer and Chief Risk Officer
are affiliated with NAFH.  In addition, the same five directors
are also directors of Capital Bank Corp and the Company's Chief
Executive Officer, Chief Financial Officer and Chief Risk Officer
hold those same positions at Capital Bank Corp.

Prior to the Merger, the Bank was a state-chartered banking
corporation in operation since June 20, 1997.  The Bank was a
community bank engaged in the general commercial banking business
in markets in central and western North Carolina.  As of March 31,
2011, the Bank had approximately $1.7 billion in total assets,
$1.1 billion in loans, $1.4 billion in deposits, $225.0 million in
shareholders' equity and operated 32 branch offices in North
Carolina.

The Merger occurred pursuant to the terms of an Agreement of
Merger entered into by and between the Bank and NAFH Bank, dated
as of June 30, 2011.  In the Merger, each share of Bank common
stock was converted into the right to receive shares of NAFH Bank
common stock.  As a result of the Merger, the Company now owns
approximately 33% of NAFH Bank (now named Capital Bank, National
Association), with NAFH owning 29% and Capital Bank Corp owning
the remaining 38%.

A full-text copy of the Agreement of Merger is available for free
at http://is.gd/eqWE1F

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of Dec. 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.  The 2010 Annual Report did not contain a
going concern doubt.

The Company's balance sheet at March 31, 2011, showed
$1.72 billion in total assets, $1.54 billion in total liabilities
and $186.98 million in total shareholders' equity.


TRIPLE POINT: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Westport, Conn.-based Triple Point Technology
Inc., a U.S. provider of enterprise software solutions for trading
and risk management of commodities. The outlook is stable.

"At the same time, we assigned a 'B+' rating to the company's $10
million senior secured revolving credit facility and $125 million
term B loan both due 2016. The recovery rating on the debt is '2',
indicating our expectation for substantial recovery (70%-90%) in
the event of a payment default. The company used proceeds from the
term loan to pay a dividend to shareholders, refinance existing
debt, and pay for related transaction fees and expenses," S&P
related.

"The rating reflects Triple Point's narrow market focus, limited
track record operating at current levels, leveraged financial
profile, and private-equity ownership structure, which is likely
to preclude sustained deleveraging," explained Standard & Poor's
credit analyst William Backus. Triple Point's relatively high
recurring revenue base and solid margins partially offset
those factors.


TXU CORP: Bank Debt Trades at 22% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 78.21 cents-on-the-dollar during the
week ended Friday, July 8, 2011, an increase of 0.74 percentage
points from the previous week according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's B2 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 213 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNIFI INC: Calls for Redemption of 11.5% Senior Secured Notes
-------------------------------------------------------------
Unifi, Inc., is calling for redemption on Aug. 5, 2011, an
aggregate principal amount of $10,000,000 of its outstanding 11.5%
Senior Secured Notes due 2014 in accordance with the terms of the
indenture governing the Notes.  Pursuant to the terms of the
Indenture, the redemption price for the Notes will be 102.875% of
the principal amount of the redeemed Notes, plus accrued and
unpaid interest.  Following completion of the redemption, the
aggregate principal amount of the Notes that will remain
outstanding will be $123.7 million.

A formal notice of redemption will be sent separately to the
holders of the Notes, in accordance with the terms of the
Indenture.  The Company plans to finance this redemption using
borrowings under its existing secured asset-based revolving credit
facility and cash-on-hand.  As of July 6, 2011, the Company has
approximately $32.0 million of outstanding borrowings under the
revolving credit facility and approximately $57.1 million of
availability.  This redemption is expected to result in a one-
time, pre-tax charge for early extinguishment of debt in the
Company's fiscal 2012 first quarter of $0.5 million or about $.02
per share.  The one-time pre-tax charge for the $10 million
redemption will be made up of a $0.2 million non-cash charge
related to the write-off of the unamortized debt issuance costs
and $0.3 million of call premiums.

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.

In December 2010, Standard & Poor's Ratings Services said that it
raised its corporate credit and senior secured debt ratings on
Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'.  The ratings
upgrade and stable outlook reflect S&P's belief that Unifi will
continue to improve its operating performance and sustain its
recently strengthened credit measures as it end-use markets
continue to recover.

The Company's balance sheet at March 27, 2011, showed $533.23
million in total assets, $242.72 million in total liabilities and
$290.51 million in shareholders' equity.


UNIVISION COMMS: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Univision
Communications Inc. is a borrower traded in the secondary market
at 95.23 cents-on-the-dollar during the week ended Friday, July 8,
2011, an increase of 0.30 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 425 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 29, 2017, and carries Moody's B2 rating and Standard &
Poor's B+ rating.  The loan is one of the biggest gainers and
losers among 213 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on Jan. 12, 2011,
Standard & Poor's affirmed its ratings on New York City-based
Spanish language TV and radio broadcaster Univision Communications
Inc.'s 8.5% senior unsecured notes due 2021, following the
Company's proposed $315 million add-on to the issue.  The add-on
would bring the total dollar amount of the issue to $815 million.
The issue-level rating on this debt remains at 'CCC+ (two notches
lower than the 'B' corporate credit rating on the Company), and
the recovery rating remains at '6', indicating S&P's expectation
of negligible (0% to 10%) recovery for noteholders in the event of
a payment default.

S&P expects Univision to use proceeds from the proposed issuance
to repay the remaining portion of its 9.75%/10.5% senior unsecured
toggle notes due 2015, following the expiration of its current
tender offer for the notes.  The Company's current tender offer
for up to $1.005 billion of its toggle notes, which S&P expects it
will meet with proceeds from Grupo Televisa, S.A.B.'s investment,
is set to expire on Jan. 21, 2011.

On Apr. 28, 2011, the TCR related that Moody's assigned a B2
rating to Univision Communications, Inc.'s proposed $600 million
senior secured notes due 2019.  Univision plans to utilize the net
proceeds from the note offering to redeem its $545 million senior
secured notes due 2014 (2014 notes) and fund related transaction
expenses.  Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL-
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing improves Univision's maturity profile, reduces
refinancing risk related to its 2014 maturities (approximately
$1.1 billion upon completion of the proposed offering), and will
moderately reduce cash interest expense.  Moody's does not expect
the $55 million increase in debt as a result of funding the tender
premium on the 2014 notes to materially alter Univision's current
leverage position or the expected de-leveraging over the next few
years.  Moody's had expected in the existing B3 CFR and stable
rating outlook that Univision would refinance the 2014 notes.

On June 16, 2011, the TCR reported that Fitch Ratings affirmed
Univision Communications, Inc.'s Issuer Default Rating (IDR) at
'B'; Senior secured at 'B+/RR3'; and Senior unsecured at
'CCC/RR6'.  The Rating Outlook is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data.  Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.  High ratings
and concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population.  Ratings concerns center on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States.  Revenue for fiscal
year 2010 was approximately $2.2 billion.


U.S. EAGLE: Court Approves Sale of Assets to Trafficade Services
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
approved the sale of substantially all of the assets of Traffic
Control Service, Inc. free and clear of any liens and encumbrances
to Trafficade Services Inc.

In addition, the Court also authorized U.S. Leagle Corporation and
its Debtor affiliates to pay Three Twenty One Capital Partners LLC
for its services in connection with the sale.

All objections that have not been withdrawn, waived or settled,
and all reservations of rights included in those objections, are
overruled on their merits.

Trafficade Services will remove all of the assets from the
Debtors' premises by no later than July 4, 2011, unless otherwise
agreed to by the parties.

U.S. Eagle filed for Chapter 11 bankruptcy protection on Jan.
6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


US FOODSERVICE: Bank Debt Trades at 6% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 93.84 cents-
on-the-dollar during the week ended Friday, July 8, 2011, an
increase of 0.43 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on July
3, 2014, and carries Moody's B3 rating.  The loan is one of the
biggest gainers and losers among 213 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


US INFRASTRUCTURE: S&P Assigns 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Carmel, Ind.-based United States Infrastructure
Corp. At the same time, Standard & Poor's assigned a 'B+' issue-
level rating to the company's proposed $250 million senior secured
credit facility (the same as the corporate credit rating), and a
'3' recovery rating, indicating expectations of an meaningful
(50%-70%) recovery in a payment default scenario. The facility
includes a $60 million revolver due 2016 and $190 million term
loan due 2017. "We expect proceeds from the $190 million term
loan, in addition to $91 million in subordinated debt, to be used
to refinance existing debt and for potential acquisitions. The
credit facility will be issued by co-borrowers USIC and USIC
Locating Services Inc.," S&P related.

USIC participates in the niche $1.6 billion market for utility
line-locating services. In about half of the market, utilities
locate and mark their own lines. The rest of the market is
outsourced and concentrated, with USIC holding a market-leading
position as one of three principal players.

The company's end-market diversity is limited, with revenues split
about equally between infrastructure, residential, and commercial
construction activity, which drives utility line locating. USIC
serves customers in the telecom, electric, gas, cable, and other
utility markets, and has high customer concentration with almost
one-third of its revenues coming from AT&T Inc. (A-/Stable/A-2).
Although historically USIC has been able to renew the majority of
its customer contracts, the company could potentially lose
business if the contracts are put out to bid.

Recurring revenues from infrastructure maintenance and government
spending somewhat offset the company's exposure to the highly
cyclical construction market. Although the company's service
offerings are limited, the capability to respond within the
utilities' 48- to 72-hour window provides a barrier to entry. USIC
was created in March 2008 via the combination of SM&P Utility
Resources Inc. and Central Locating Services Ltd. The combination
increased geographic density and allowed more line locates per
stop, which has supported profitability. "We expect the company to
maintain its current operating margin (before depreciation and
amortization) of about 15%," S&P stated.

USIC has an aggressive financial risk profile. Pro forma for the
transaction and likely acquisitions, the ratio of total debt to
EBITDA was about 4.8x (including operating leases) and funds from
operations (FFO) to total debt was less than 10% at March 31,
2011. "For the rating, we expect total debt to EBITDA of 4x to 5x
and FFO to total debt of 10% to 15%," said Standard & Poor's
credit analyst Sarah Wyeth. "We expect the company to do bolt-on
acquisitions using accumulated cash. There is limited capacity for
large debt-financed acquisitions at the current rating."

The outlook is stable. "We could lower the ratings if USIC's
operating performance appears likely to weaken or if the company
pursues a more aggressive financial policy than we expect," said
Ms. Wyeth. The company's weak business profile limits the
potential for higher ratings.


VAN CHASE: Court Denies Motion to Stay Foreclosure Sale
-------------------------------------------------------
Judge Sidney B. Brooks has denied the Debtor's motion to stay the
order granting Eastern Savings Bank's motion for release from stay
to pursue a foreclosure sale.  Judge Brooks finds that the loss
and continuing cost to Eastern Savings Bank (ESB) of being stayed
from proceeding to exercise its state law based rights is
substantial and continuing.

On May 16, 2011, the Court previously granted ESB's Motion for
Relief from Stay.  The Debtor seeks stay from the Order Granting
Relief from Stay so that the Debtor can appeal the Order before
ESB is able to foreclose on two of the Debtor's three current
assets which will end all business operation of the Debtor.

                          About Van Chase

Aspen, Colorado-based Van Chase, LLC, is engaged in the business
of developing and selling luxury residences.  The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-
31555) on Aug. 24, 2010.  John D. LaSalle, Esq., who has an office
in Aspen, Colorado, assists the Debtor in its restructuring
effort.  According to its schedules, the Debtor disclosed
$26,528,200 in total assets and $15,150,964 in total liabilities
as of the Petition Date.

The United States Trustee has not appointed a trustee, an examiner
or an unsecured creditors committee in Debtor's case.


VERENIUM CORP: Austin Marxe Discloses 10.2% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Austin W. Marxe and David M. Greenhouse
disclosed that they beneficially own 1,287,039 shares of common
stock of Verenium Corporation representing 10.2% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/eeiuas

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

The Company's balance sheet at March 31, 2011, showed $73.52
million in total assets, $65.80 million in total liabilities and
$7.72 million in stockholders' equity.

The Company reported a net loss of $5.35 million on $52.07 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $56.24 million on $48.82 million of total revenue
during the prior year.

As reported in the Troubled Company Reporter on March 19, 2010,
Ernst & Young LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
operating losses and accumulated deficit of $630.0 million at
Dec. 31, 2009.


VITRO SAB: U.S. Units Want Until Oct. 2 to Propose Chapter 11 Plan
------------------------------------------------------------------
Vitro America, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas to extend their exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Oct. 2, 2011, and Dec. 1, respectively.

The Debtors' exclusivity period for filing a plan expires on
Aug. 5.

The Debtors relate that though the sale's closing has enabled them
to turn their attention toward the preparation of a plan, the
value of additional potentially significant assets and the nature,
amount, and validity of each class of claims may remain
indeterminate until September 2011.

Prior to the June 17 closing of the sale of substantially all the
Debtors' assets to American Glass Enterprises LLC, the resources
of the Debtors and the Debtors' professionals were dominated by
the sale process.  Furthermore, prior to the conclusion of the
auction and the June 13 entry of the order approving the sale, the
total amount of assets available for distribution were unknown.

                      About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VITRO SAB: Aims More Success vs. Bondholders in Mediation
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB will be engaged in mediation in its dispute
with holders of $1.2 billion in bonds that have been in default
for more than two years.  The bondholders are consenting to the
move.  They proposed that former U.S. Bankruptcy Judge James L.
Garrity take on the role of mediator.

Mr. Rochelle relates that June wasn't a good month for Vitro, and
the glassmaker is aiming more success in mediation.  On June 24, a
U.S. bankruptcy judge in Dallas refused to give protection to
Vitro subsidiaries that weren't in bankruptcy in either the U.S.
or Mexico.  As a result, bondholders are free to attach assets of
subsidiaries that guaranteed the bonds.  Those units contain
Vitro's operating assets and generate its sales.  Having failed in
the U.S. to prevent bondholders from snatching the valuable
subsidiaries, Vitro sought the same protection for the
subsidiaries from a Mexican court.  The judge in Mexico on June 29
likewise refused to protect the nonbankrupt companies, according
to a translation of the ruling filed in the U.S. court.

Mr. Rochelle furthers that following the rulings by the U.S. and
Mexican judges, Vitro put a subsidiary, Vitro Packaging de Mexico
SA, into reorganization in Mexico accompanied by a Chapter 15
petition in Dallas.  The bondholders are opposing the Vitro
parent's effort to reorganize in a court in Mexico.  Vitro intends
to use $1.9 billion in intercompany debt in the creditor vote to
cram down a plan on dissenting bondholders.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VUZIX CORP: Six Directors Elected at Annual Meeting
---------------------------------------------------
Vuzix Corporation held its annual meeting of stockholders at the
Doubletree Hotel at 1111 Jefferson Road, Rochester, New York, on
June 29, 2011.

Paul J. Travers, Grant Russell, William Lee, Frank Zammataro,
Richard Conway and Joe Cecin were each elected as directors of
Vuzix Corporation to serve until the 2012 annual meeting of
stockholders or until their successors have been elected and
qualified.  The stockholders also ratified the board of directors'
appointment of EFP Rotenberg, LLP, as the Company's independent
registered public accounting firm for 2011.

                          About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $4.55 million on $12.25 million
of total sales for the year ended Dec. 31, 2010, compared with a
net loss of $3.25 million on $11.88 million of total sales during
the prior year.

As reported by the TCR on April 6, 2011, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  According to the independent auditors,
some of these obligations include financial covenants which the
company must comply with.

The Company's balance sheet at March 31, 2011, showed $8.14
million in total assets, $11.90 million in total liabilities and a
$3.76 million total stockholders' deficit.


WARNER MUSIC: Stockholders Approve Adoption of Merger Agreement
---------------------------------------------------------------
Warner Music Group Corp. announced that at a special meeting of
stockholders held on July 6, 2011, stockholders voted to adopt the
previously announced merger agreement with Airplanes Music LLC and
Airplanes Merger Sub, Inc., affiliates of Access Industries, Inc.
Under the terms of the Merger Agreement, the Company's
stockholders will receive $8.25 per share in cash at the closing
of the transaction.  The Company currently expects the merger to
be completed in the third calendar quarter of 2011, although the
Company cannot assure completion by any particular date, if at
all.

The adoption of the Merger Agreement was approved by holders of
145,819,757 shares of the Company's outstanding common stock.
165,810 shares voted against the adoption of the Merger Agreement.

The stockholders of the Company also approved the proposal to
approve, on an advisory (non-binding) basis, certain agreements or
understandings with and items of compensation payable to the
Company's named executive officers that are based on or otherwise
related to the merger.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported a net loss of $39 million on $682 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $28 million on $666 million of revenue for the same
period during the prior year.  The Company also reported a net
loss of $57 million on $1.47 billion of revenue for the six months
ended March 31, 2011, compared with a net loss of $44 million on
$1.58 billion of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$3.61 billion in total assets, $3.87 billion in total liabilities
and a $254 million in total deficit.

                          *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WHISPERING PINES: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Whispering Pines Lodge
        a California General Partnership
        13681 Sierra Way
        Kernville, CA 93238

Bankruptcy Case No.: 11-18270

Chapter 11 Petition Date: July 7, 2011

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Jerome S. Cohen, Esq.
                  3731 Wilshire Blvd Ste 514
                  Los Angeles, CA 90010
                  Tel: (213) 388-8188
                  Fax: (213) 388-6188
                  E-mail: jsc@jscbklaw.com

Scheduled Assets: $1,008,780

Scheduled Debts: $2,009,176

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-18270.pdf

The petition was signed by Shu-Chen Whitworth, partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Richard Whitworth and Shu-Chen         11-18260   07/07/11
Whitworth


WHITTON CORP: Can Continue Use of Cash Collateral until Aug. 31
---------------------------------------------------------------
Whitton Corporation has reached agreements with its prepetition
lenders for the continued use of cash collateral through and
including August 31, 2011.

The U.S. Bankruptcy Court for the District of Nevada approved the
Debtor's separate stipulations with Bank of Las Vegas; GSMS 2004-
GG2 Sparks Industrial, LLC; JPMCC 2006-CIBC14 Simmons Street, LLC;
and Bank of America, N.A.

Accordingly, the Debtor's use of Cash Collateral will in
accordance to the budget for each of the Prepetition Lender's
collateral, schedules of which are available for free at:

   http://bankrupt.com/misc/WhittonCorp_BankofLasVegasBudget.pdf
   http://bankrupt.com/misc/WhittonCorp_GSMSBudget.pdf
   http://bankrupt.com/misc/WhittonCorp_JPMCCBudget.pdf
   http://bankrupt.com/misc/WhittonCorp_BofABudget.pdf

The Budget attached to the Final Cash Collateral Order will be
deemed modified to include the budget appended in the
stipulations.

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on Dec.
5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and Anne M.
Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas, Nev., serve
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


WINDSOR PETROLEUM: Moody's Cuts Rating on Secured Notes to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Windsor Petroleum Transport
Corporation's 7.84% Term Secured Notes due 2021 (term notes) to B3
from Ba2 and is maintaining a negative outlook on the rating. The
rating action is prompted by the bondholder consent on June 27,
2011 for Frontline Ltd. acting as manager for the vessels, to sell
the Pioneer VLCC, and by the highly volatile conditions in
international shipping markets, which may make it difficult to
sell the Pioneer or realize adequate proceeds to retire its
allocated debt.

RATINGS RATIONALE

The downgrade reflects Frontline's latest solicitation and consent
of bondholders to sell the vessel, as well as the impact of weak
global shipping markets on the transaction. Per the solicitation,
Frontline must obtain a Minimum Required Bid to sell the Pioneer,
with proceeds used to pay off an allocated portion ($57.9 million
as of March 31, 2011) of Windsor's total debt plus accrued
interest. Frontline indicated as part of the solicitation that
there is a Memorandum of Agreement with a third-party buyer to
sell the vessel for $54 million, subject to the buyer in turn
obtaining a specified contract with a third party. The buyer has
until mid-August 2011 to secure that contract in order for the
sale to move forward.

The Pioneer charter with BP expired on January 2, 2011. Since
then, the vessel has been on spot charter at a rate of $7,800/day,
as per its first quarter 2011 report, below the amount needed to
cover operating and financial expense. Consequently, Pioneer's
cash reserves ($6.27 million as of March 31, 2011) will continue
to erode if Frontline is unable to complete the sale. Even if the
buyer obtains a charter and the vessel sale moves forward, Moody's
believes the $54 million of proceeds could fall short of covering
all the allocated debt plus accrued interest.

Given Pioneer's tight liquidity and uncertainty over the sale,
Moody's is maintaining a negative rating outlook. If the vessel
does not achieve a Minimum Required Bid, it will remain subject to
volatile spot market rates and declining cash resources, and the
B3 rating is likely to be downgraded further. In that event
Frontline, subject to noteholder approval, could pursue a sale of
the Pioneer below par, with any of its unpaid allocated debt
apportioned to the other three Windsor VLCCs.

Moody's notes Windsor's three other vessels are still under
charter to BP and will continue to generate revenues at sufficient
minimum rates to service their remaining allocated debt. However,
Windsor's market risk is increasing, since the vessels are subject
to annual rolling notifications of intent to renew or terminate.
Weak tanker markets point to increased risk that BP may not retain
its remaining charters on future renewal dates. Two of the
vessels, the Purpose and the Pioneer, have renewal notification
dates pending on July 14, 2011 and July 30, 2011, respectively.

Windsor Petroleum's ratings were assigned by evaluating factors
Moody's believes to be relevant to the credit profile of the
issuer, such as i) the business risk and competitive position of
the company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near-to-intermediate term, and
iv) management's track record and tolerance for risk. These
attributes were compared against other issuers both within and
outside of the shipping industry and its ratings are believed to
be comparable to those of other issuers with similar contract
structures.

Windsor Petroleum Transport Corporation is a special purpose
entity originally formed to finance the construction of four VLCCs
under long-term time charter to a shipping subsidiary of BP plc.
Independent Tankers Corporation Limited ITCL), headquartered in
Hamilton, Bermuda, owns a portfolio of oil tankers under long-term
charter to shipping subsidiaries of BP plc and Chevron
Corporation. ITCL is majority-owned by Frontline Ltd., one of the
world's largest shipping companies engaged in crude oil and
product shipping.


WMG FINANCE: Moody's Assigns Ba2 Rating to Senior Secured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD-27%) rating to WM
Finance Corp.'s $150 million Senior Secured Notes, as well as a B3
(LGD 5 -79%) rating to its new $695 million Senior Notes. Moody's
also assigned a B1 rating to WM Holdings Finance Corp.'s CFR and
PDR as well as a B3 (LGD6- 95%) rating to its new $200 million
Senior Notes. The new debt issuances will partially fund the
refinancing of existing notes as part of the $3 billion
acquisition of Warner Music by Access Industries, Inc. In
addition, Moody's downgraded the CFR of Warner Music Group Corp.
to B1 from Ba3 and confirmed the Ba2 rating on the existing $1,100
million of 9.5% Senior Secured Notes issued by WMG Acquisition
Corp. The downgrade reflects weaker than expected operating
performance which has led to high leverage relative to the
company's prior credit ratings. Moody's expects debt-to-EBITDA
ratios of approximately 5.3x (including Moody's standard
adjustments) pro forma for the acquisition, expected cost
reductions to be achieved in the first 12 months, and an estimated
$195 million reduction in cash balances as a result of the
transaction. These actions conclude Moody's review for possible
downgrade of the company's ratings, initiated on February 9, 2011.
The outlook is stable.

Assignments:

   Issuer: WM Holdings Finance Corp.

   -- NEW $200 Million Senior HoldCo Notes: Assigned B3 (LGD 6 --
      95%)

   Issuer: WM Finance Corp.

   -- NEW $150 Million Senior Secured Notes: Assigned Ba2 (LGD 2 -
      - 27%)

   -- NEW $695 Million Senior Notes: Assigned B3 (LGD 5 -- 79%)

Downgrades:

   Issuer: Warner Music Group Corp.

   -- Corporate Family Rating: Downgraded to B1 from Ba3

   -- Probability of Default Rating: Downgraded to B1 from Ba2

Unchanged (Point estimates updated):

   Issuer: WMG Acquisition Corp.

   -- $1,100 Million Senior Secured Notes: Confirmed Ba2, point
      estimates updated (to LGD 2 -- 27% from LGD 3 -- 47%)

To be withdrawn upon repayment at the close of the transaction:

   Issuer: WMG Acquisition Corp.

   -- $465 Million Senior Subordinated Notes: B1 (LGD 6 -- 90%)

   -- GBP100 Million ($161 Million) Senior Subordinated Notes: B1
      (LGD 6 -- 90%)

   Issuer: WMG Holdings Corp.

   -- $258 Million Senior Unsecured Notes: B1 (LGD 6 -- 97%)

   Issuer: Warner Music Group Corp.

   -- Speculative Grade Liquidity Rating: SGL - 2

Outlook Actions:

   Issuer: Warner Music Group Corp.

   -- Outlook is Stable

   Issuer: WM Holdings Finance Corp

   -- Outlook is Stable

   Issuer: WM Finance Corp

   -- Outlook is Stable

RATINGS RATIONALE

Warner Music's B1 corporate family rating reflects negative
revenue trends afflicting the recorded music industry partially as
a result of piracy and lower price points of single track digital
downloads versus the traditional sale of an artist's entire
release. Ratings also reflect the industry's seasonal and cyclical
revenue streams, the low visibility into eventual results of
upcoming release schedules, and the uncertainties related to the
new strategies that the major industry players are pursuing to
capture emerging digital revenue streams. High debt-to-EBITDA
ratios of 5.3x pro forma for the acquisition (including Moody's
standard adjustments and cost reductions expected to be achieved
in the first 12 months) pressure WMG's credit profile. Supporting
the ratings is WMG's position as the 3rd largest player and its
extensive music library and publishing assets which drive
consistent revenue streams. Management confirms that, in any given
year, only a small percentage of total revenue depends on
recording artists and songwriters without an established track
record and most revenues are generated by established artists or
from its catalog (defined as albums older than 18 months) and are
isolated from the volatility expected in the sales of recordings
for any single new artist.

Moody's forecasts indicate that, as a leader in exploiting digital
products and services, WMG's digital revenues from recorded music
should overtake physical revenues in approximately two years and
account for more than 50% of global recorded music sales. WMG's
U.S. operations are ahead in this transformation and are currently
pacing at roughly 50% of recorded music revenues from digital
products. "Reaching this 50% inflection point company-wide, on a
global scale reduces WMG's vulnerability to continuing declines in
demand for physical recordings and demonstrates management's
ability to develop revenue opportunities in digital products and
services including cloud-based alternatives. As recorded music
revenues stabilize, Moody's expects WMG to generate increasing
EBITDA given the higher profit margins of digital products and
services compared to physical sales," stated Carl Salas, a Moody's
Vice President and Senior Analyst. Moody's believes that WMG will
also be able to generate incremental revenue from its investment
in expanded 360-degree agreements with newer artists. Currently
expanded rights deals are in place with over 50% of the company's
active global recorded music roster whereby WMG earns a portion of
expanded revenues from an artist's work, including concert
tickets, endorsements, t-shirts, and concessions. As consumers
adjust to a post-recession economy, Moody's expects attendance
levels to improve at live concerts and other performance venues;
WMG is positioned to capture these incremental high margin
revenues. Ratings are also supported by Access Industries'
restructuring expertise and ability to provide additional capital
focused on long term value creation. WMG is expected to maintain
good liquidity including a minimum of $130 million of cash
balances, $60 million of revolver availability, and more than $90
million of annual free cash flow generation beginning in FY2012
(or 4% of debt balances). Management states that it is committed
to reducing leverage and building cash balances. Absent a major
transaction, Moody's expects tuck-in acquisitions will continue to
be funded with excess cash.

The stable outlook reflects Moody's view that the company will
maintain good liquidity with increasing cash balances and will
achieve more than half of its planned $50 million to $65 million
of planned cost reductions over the rating horizon. Moody's
expects growth in digital revenues will largely offset continuing
declines in physical revenues resulting in debt-to-EBITDA ratios
remaining below 6.0x (including Moody's standard adjustments).
"The outlook incorporates continued weak industry fundamentals
partially offset by WMG's competitive position as a music content
company with global diversification and leadership in addressing
the digital transformation of its industry," added Salas.

Ratings could be downgraded if debt financed acquisitions,
competitive pressures, or increased artist & repertoire (A&R)
investment, negatively impact revenue or EBITDA resulting in WMG's
net debt-to-EBITDA being sustained above 6.0x, or if heightened
capital spending or shareholder friendly actions result in
strained liquidity, including cash balances falling below
comfortable levels or free cash flow-to-debt ratios falling below
1% -2%. Ratings could be upgraded if Moody's gets comfortable that
revenues have stabilized, cash balances have accumulated to
forecast levels, and net debt-to-EBITDA ratios are sustained below
4.25x with free cash flow-to-net debt ratios of a minimum 6%.
Moody's would also need to get assurances that management will
maintain operating strategies and financial metrics consistent
with higher ratings.

WM Holdings Finance Corp.'s ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside WM
Holdings Finance Corp.'s core industry and believes WM Holdings
Finance Corp.'s ratings are comparable to those of other issuers
with similar credit risk.

Headquartered in New York, NY, Warner Music Group Corp., is a
leading music content company with domestic and international
operations in recorded music (81% of LTM 3/31/2011 revenues) and
music publishing (19%). The company's diverse catalog includes 28
of the top 100 best-selling albums and a library of over 1 million
copyrights from more than 65,000 songwriters and composers. On May
6, 2011, Access Industries, Inc. entered into an agreement to take
the company private in a transaction valued at approximately $3
billion. Revenues for the 12 months ended March 31, 2011 totaled
$2.9 billion with 43% coming from the U.S. and 57% coming from
abroad.


WOLVERINE TUBE: Court Approves Termination of Pension Plan
----------------------------------------------------------
Wolverine Tube, Inc. and its Debtor affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to terminate the pension plan and the declarations
annexed thereto.

The Court finds that the Debtors meet the financial requirements
under ERISA.

The Debtors previously argued that unless the Pension Plan is
terminated, they will be unable to pay all of its debts pursuant
to a plan of reorganization and will be unable to pay its debts
and continue in business outside the Chapter 11 reorganization
process.

                       About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and $237
million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

No official committee of unsecured creditors has been appointed in
the case.

The Debtors filed a prearranged Chapter 11 plan proposing to pay
unsecured creditors in full and turning ownership of the
reorganized company over to their noteholders.

As reported in the TCR on June 14, 2011, Wolverine Tube filed with
the U.S. Bankruptcy Court a designation for its First Amended
Joint Plan of Reorganization, identifying the officers and
directors of the reorganized Debtors.  BankruptcyData.com says the
Court also issued a ruling confirming the First Amended Joint Plan
of Reorganization, as Modified, of Wolverine Tube and its
affiliated Debtors.


WINE AND SPIRIT: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wine and Spirit Expo, LLC
          aka Cork N Bottle
        7421 Georgia Avenue NW
        Washington, DC 20011

Bankruptcy Case No.: 11-00482

Chapter 11 Petition Date: June 27, 2011

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Brian V. Lee, Esq.
                  LEE LEGAL, PLLC
                  1250 Connecticut Avenue, Second Floor
                  Washington, DC 20036
                  Tel: (202) 448-5136
                  Fax: (202) 640-2097
                  E-mail: bvlee@lee-legal.com

Scheduled Assets: $0

Scheduled Debts: $1,219,226

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/dcb11-00482.pdf

The petition was signed by Karl Kennedy for Wine & Spirit Expo,
LLC.


WOLF MOUNTAIN: Hearing on Case Dismissal Plea Set for July 13
-------------------------------------------------------------
The Hon. Peter H. Carroll of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on July 13,
2011, at 9:30 p.m., to consider the renewed motion of ASC Utah,
LLC, to dismiss the Chapter 11 case of Wolf Mountain Resorts, L.C.

In its motion, ASCU, also asked that the Court grant a relief from
automatic stay to either exercise setoff rights under the
Bankruptcy Code Section 553 or seek relief in the Utah State Court
to exercise setoff rights.

As reported in the Troubled Company Reporter on May 20, Judge
Carroll denied ASC Utah LLC's request to dismiss the chapter 11
case of  and to bar the Debtor from re-filing for bankruptcy for
90 days.

Judge Carroll, however, granted ASC Utah relief from the automatic
stay, permitting it to seek an extension of a pre-judgment writ of
attachment issued by a Utah state court on May 5, limited as to
any property attached prior to the Debtor's bankruptcy filing; and
to allow parties in interest to conclude all matters directly
related to Consolidated Case No. 060500297 pending before the
Third Judicial District Court in Summit County.

Judge Carroll said the stay relief includes any appeal and the
Utah court may determine the appropriate amount of supersedeas
bond related thereto.

As reported by the TCR, ASC Utah sought dismissal of the case so
it can continue collection of a jury award and pursue a return of
transferred property.  ASC Utah bought a ski resort from Wolf
Mountain in 1997.  ASC charged that the "case represents a
veritable poster child for bad faith Chapter 11 filings."  ASC
said the sale was structured so ASC leased the real property for
200 years with an option to purchase.  ASC and Wolf Mountain began
lawsuits against one another in 2006. The result was a $55 million
state-court jury verdict against Wolf Mountain in March.  In early
May, Wolf Mountain allegedly transferred its property to insiders,
ASC said.  The state court judge in Utah gave ASC an attachment on
the transferred property.  The attachment was to expire May 19.

The Debtor objected to ASC's request, saying ASC wants to grab and
force a fire-sale of the Debtor's substantial assets to satisfy
its alleged claim ahead and to the detriment of all other
creditors, while at the same time, insulting itself from any
preferential transfer liability.  The Debtor said its case is not
about "a classic two-party dispute," secreting assets, forum
shopping or re-litigating a state court action.  Rather, the case
is about protecting the Debtor's substantial assets, maximizing
their value and maintaining the status quo with regard to claim
priority rights held by the Debtor's multiple creditors.

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  Mark S. Horoupian, Esq., at SulmeyerKupetz, serves as
bankruptcy counsel.  Wolf Mountain Resorts estimated that both its
assets and debts measure between $100 million and $500 million.


* Bankrupt Freed From Perpetual Condo Fee Liability
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge George C. Paine II in
Nashville, Tennessee, ruled in a June 23 opinion that when a bank
lender refuses to foreclose, the bankruptcy judge can order a sale
of the property and thus counteract a "legislated wrong without a
remedy."  An owner of a condominium ruined during a flood in May
2010 filed Chapter 7 bankruptcy.  Bank of America didn't
foreclose, to avoid being liable for condominium fees after
becoming the owner.  Section 523 of the Bankruptcy Code, as
revised in 2005, provides that a bankrupt individual remains
responsible for paying the full amount of condo or coop fees so
long as he or she retains ownership, but Judge Paine said that the
provision "deprives the debtor of a fresh start and thwarts the
goals of the entire Bankruptcy Code."  The case is Pigg v. BAC
Home Loans Servicing LP (In re Pigg), 11-00642, U.S. Bankruptcy
Court, Middle District Tennessee (Nashville).


* Davis Polk Elects Six New Partners
------------------------------------
Davis Polk & Wardwell LLP disclosed that William J. Chudd, Li He,
Antonio J. Perez-Marques, Brian M. Resnick, Dana M. Seshens and
Miranda So have been elected partners of the firm, effective
July 1, 2011.  Davis Polk now has 166 partners in its offices in
New York, Menlo Park, Washington DC, London, Paris, Madrid, Hong
Kong, Beijing and Tokyo.

Mr. Chudd is a member of the Corporate Department in New York,
concentrating in  mergers and acquisitions, joint ventures and
related matters. His experience includes a wide variety of U.S.
and international mergers and acquisitions transactions.  He has
recently advised VF Corporation in its pending acquisition of The
Timberland Company; the Federal Reserve Bank of New York and the
U.S. Treasury in connection with the recapitalization of American
International Group (AIG); ExxonMobil in its acquisition of XTO
Energy; Roche in its going-private acquisition of Genentech;
PartnerRe in its acquisition of ParisRe; MSCI in its acquisition
of RiskMetrics; and Comcast in its investment in Clearwire
Corporation.

Mr. He is a member of the Corporate Department in Beijing. Since
joining the firm in 2003, his practice has focused on public and
private corporate finance transactions, including equity and debt
offerings, private equity investments, and mergers and
acquisitions.  Mr. He has extensive experience representing
Chinese state-owned enterprises in connection with their
restructurings and initial public offerings (IPOs), including the
IPOs of Agricultural Bank of China and Industrial & Commercial
Bank of China, each was the world's largest-ever IPO at the time
of listing. He also frequently worked on SEC-registered offerings
of both PRC companies and international companies.

Mr. Perez-Marques is a member of the Litigation Department in New
York, focusing on securities class actions, complex commercial
litigation, and white-collar criminal defense.  His recent
representations include the defeat of class certification on
behalf of Morgan Stanley in a multi-billion-dollar subprime-
related suit; the successful representation through trial of
Comcast Corporation in parallel state court and FCC proceedings
against the National Football League; and the successful
representation of a Fortune 100 corporation in criminal bribery
investigations, through the acquittal at federal jury trial of two
former executives, with no charges against or settlement by the
company.  Mr. Perez-Marques also has extensive experience with
respect to the U.S. Foreign Corrupt Practices Act. He has advised
clients including Siemens AG on the design and implementation of
FCPA compliance programs, and has conducted FCPA investigations
and compliance reviews in Europe, Africa, and throughout Latin
America.

Mr. Resnick is a member of the Insolvency and Restructuring Group
in New York.  He has substantial experience in a broad range of
corporate restructurings and bankruptcies, representing debtors,
creditors, asset purchasers and other strategic parties in
connection with pre-packaged and traditional bankruptcies, out-of-
court workouts, DIP and exit financings, bankruptcy litigation and
asset acquisitions.  He also advises financial institutions and
other clients in structuring complex derivatives and securities
transactions.  Mr. Resnick is currently serving as one of the lead
lawyers in the representation of Lehman Brothers International
(Europe) in connection with the Lehman U.S. Chapter 11 cases, and
he recently represented the administrative agent under the $4.5
billion debtor-in-possession financing for Delphi Corporation,
including in connection with the unprecedented credit bidding of
the DIP facility claims in exchange for a substantial portion of
Delphi's businesses. His other major matters include the Chapter
11 cases of Delta Air Lines, Adelphia, Refco, Capmark and Federal-
Mogul.

Ms. Seshens is a member of the Litigation Department in New York.
Her practice focuses on complex commercial litigation, securities
class actions, and bankruptcy litigation.  Most recently, she has
represented Sterling Equities and the owners of the New York Mets
in connection with litigation brought by the trustee for the
liquidation of Bernard L. Madoff Investment Securities LLC.  Ms.
Seshens also has extensive experience representing corporate
clients and professional firms with respect to a wide range of
state and federal regulatory inquiries and civil litigation,
including representation of Bank of America, N.A. as trial counsel
in litigation arising out of the bankruptcy of Adelphia
Communications Corp.; a consortium of banks as trial counsel in
litigation concerning the leveraged buyout of Clear Channel
Communications; and PricewaterhouseCoopers LLP in various
proceedings arising out of events at Tyco International Ltd.

Ms. So is a member of the Corporate Department in Hong Kong. Her
work focuses on public and private company mergers and
acquisitions, strategic investments, private equity transactions,
securities offerings, and general corporate matters.  She advises
major corporations and private equity clients on acquisitions,
investments, dispositions and joint ventures across Asia and on
complex cross-border transactions. She also advises clients on a
wide range of U.S. public company transactions, including
takeovers, going-private transactions, private investments in
public equity (PIPEs), spinoffs, and restructurings.  Ms. So has
been recognized as a leading lawyer in Chambers Global and
Chambers Asia.  She is admitted to practice in New York and Hong
Kong.

                      About Davis Polk

Davis Polk & Wardwell LLP is a global law firm.  For over 160
years, its lawyers have advised industry-leading companies and
global financial institutions on their most challenging legal and
business matters.  Davis Polk ranks among the world's preeminent
law firms across the entire range of its practice, which spans
such areas as capital markets, mergers and acquisitions, credit,
litigation, private equity, tax, investment management, insolvency
and restructuring, executive compensation, intellectual property,
real estate and trusts and estates.  The firm has approximately
750 lawyers in offices in New York, Menlo Park, CA, Washington DC,
London, Paris, Madrid, Hong Kong, Beijing and Tokyo.


* BOND PRICING -- For Week From July 4 - 8, 2011
------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
ACARS-GM             8.10  6/15/2024      1.00
AHERN RENTALS        9.25  8/15/2013     45.25
AMBAC INC            5.95  12/5/2035     13.25
AMBAC INC            6.15   2/7/2087      1.75
AMBAC INC            7.50   5/1/2023     15.25
AMBAC INC            9.50  2/15/2021     13.50
BANK NEW ENGLAND     8.75   4/1/1999     13.50
BANK NEW ENGLAND     9.88  9/15/1999     14.00
BANKUNITED FINL      3.13   3/1/2034      7.10
BANKUNITED FINL      6.37  5/17/2012      7.00
BLOCKBUSTER INC     11.75  10/1/2014      5.00
BURLINGTON/SANTA     6.75  7/15/2011     98.99
CAPMARK FINL GRP     5.88  5/10/2012     59.75
CHAMPION ENTERPR     2.75  11/1/2037      1.50
CS FINANCING CO     10.00  3/15/2012      3.00
DG-CALL07/11        10.63  7/15/2015    105.62
DIRECTBUY HLDG      12.00   2/1/2017     39.00
DIRECTBUY HLDG      12.00   2/1/2017     39.00
DUNE ENERGY INC     10.50   6/1/2012     68.50
EDDIE BAUER HLDG     5.25   4/1/2014      5.63
ELEC DATA SYSTEM     3.88  7/15/2023     95.00
EVERGREEN SOLAR      4.00  7/15/2020     13.00
EVERGREEN SOLAR     13.00  4/15/2015     37.25
F-CALL07/11          6.15  1/20/2015     99.90
FAIRPOINT COMMUN    13.13   4/2/2018      1.25
FRANKLIN BANK        4.00   5/1/2027      7.00
GREAT ATLA & PAC     6.75 12/15/2012     31.50
GREAT ATLANTIC       9.13 12/15/2011     25.50
HARRY & DAVID OP     9.00   3/1/2013     11.50
INTL LEASE FIN       6.85  7/15/2011     99.76
KEYSTONE AUTO OP     9.75  11/1/2013     40.00
LEHMAN BROS HLDG     2.00   8/1/2013     24.38
LEHMAN BROS HLDG     3.00 11/17/2012     24.25
LEHMAN BROS HLDG     4.70   3/6/2013     23.55
LEHMAN BROS HLDG     4.80  2/27/2013     24.75
LEHMAN BROS HLDG     4.80  3/13/2014     25.75
LEHMAN BROS HLDG     5.00  1/22/2013     24.50
LEHMAN BROS HLDG     5.00  2/11/2013     24.50
LEHMAN BROS HLDG     5.00  3/27/2013     24.50
LEHMAN BROS HLDG     5.00   8/3/2014     24.25
LEHMAN BROS HLDG     5.00   8/5/2015     25.15
LEHMAN BROS HLDG     5.10  1/28/2013     24.50
LEHMAN BROS HLDG     5.15   2/4/2015     22.50
LEHMAN BROS HLDG     5.25   2/6/2012     25.63
LEHMAN BROS HLDG     5.25  1/30/2014     20.00
LEHMAN BROS HLDG     5.25  2/11/2015     25.00
LEHMAN BROS HLDG     5.50   4/4/2016     24.75
LEHMAN BROS HLDG     5.75  5/17/2013     25.00
LEHMAN BROS HLDG     6.00  7/19/2012     24.50
LEHMAN BROS HLDG     6.20  9/26/2014     26.50
LEHMAN BROS HLDG     6.63  1/18/2012     25.63
LEHMAN BROS HLDG     6.80   9/7/2032     15.00
LEHMAN BROS HLDG     7.00  6/26/2015     23.55
LEHMAN BROS HLDG     7.00 12/18/2015     25.00
LEHMAN BROS HLDG     8.05  1/15/2019     23.50
LEHMAN BROS HLDG     8.40  2/22/2023     22.24
LEHMAN BROS HLDG     8.50   8/1/2015     23.75
LEHMAN BROS HLDG     8.80   3/1/2015     24.15
LEHMAN BROS HLDG     9.50  1/30/2023     22.63
LEHMAN BROS HLDG     9.50  2/27/2023     22.63
LEHMAN BROS HLDG    10.00  3/13/2023     22.63
LEHMAN BROS HLDG    10.38  5/24/2024     25.25
LEHMAN BROS HLDG    11.00  6/22/2022     24.50
LEHMAN BROS HLDG    11.00  7/18/2022     24.50
LEHMAN BROS HLDG    18.00  7/14/2023     24.63
LEHMAN BROS INC      7.50   8/1/2026     14.75
LIFETIME BRANDS      4.75  7/15/2011     99.71
LIFETIME BRANDS      4.75  7/15/2011    100.06
LOCAL INSIGHT       11.00  12/1/2017      2.25
MAJESTIC STAR        9.75  1/15/2011     14.75
MOHEGAN TRIBAL       8.00   4/1/2012     83.50
NBC ACQ CORP        11.00  3/15/2013      8.64
NEBRASKA BOOK CO     8.63  3/15/2012     74.88
NEWPAGE CORP        10.00   5/1/2012     30.00
NEWPAGE CORP        12.00   5/1/2013      8.75
PROPEX FABRICS      10.00  12/1/2012      1.00
RASER TECH INC       8.00   4/1/2013     29.76
RESTAURANT CO       10.00  10/1/2013     11.00
RIVER ROCK ENT       9.75  11/1/2011     87.75
SONAT INC            7.63  7/15/2011     99.94
SPHERIS INC         11.00 12/15/2012      1.88
TEXAS COMP/TCEH      7.00  3/15/2013     29.00
THORNBURG MTG        8.00  5/15/2013     11.50
TIMES MIRROR CO      7.25   3/1/2013     50.00
TOUSA INC            9.00   7/1/2010     15.00
TOYOTA-CALL07/11     6.00  7/20/2027    100.15
TRANS-LUX CORP       8.25   3/1/2012     14.00
TRANS-LUX CORP       9.50  12/1/2012     15.25
TRICO MARINE         3.00  1/15/2027      1.25
TRICO MARINE SER     8.13   2/1/2013      8.50
VIRGIN RIVER CAS     9.00  1/15/2012     47.25
WCI COMMUNITIES      4.00   8/5/2023      1.57
WCI COMMUNITIES      7.88  10/1/2013      0.55
WESCO INTL           1.75 11/15/2026     89.00
WII COMPONENTS      10.00  2/15/2012     85.00
WILLIAM LYON INC    10.75   4/1/2013     50.45
WILLIAM LYONS        7.63 12/15/2012     56.00
WINDERMERE BAPT      7.70  5/15/2012     21.00



                           *********

Monday's edition of the TCR delivers a list of indicative prices
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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
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Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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                  *** End of Transmission ***