TCR_Public/110720.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 20, 2011, Vol. 15, No. 199

                            Headlines

12550 LC: Case Summary & 7 Largest Unsecured Creditors
15352 VANOWEN: Files for Chapter 11 Bankruptcy Protection
4388 TUJUNGA: Files for Chapter 7 Bankruptcy Protection
4KIDS ENTERTAINMENT: Court OKs BDO Capital as Financial Advisor
4KIDS ENTERTAINMENT: U.S. Trustee Forms Creditors' Committee

315 UNION: Court OKs Lefkovitz & Lefkovitz as Bankruptcy Counsel
55 BLUEBELL: Files for Chapter 7 Bankruptcy Protection
ABNER'S INVESTMENTS: Voluntary Chapter 11 Case Summary
AGE REFINING: Ch. 11 Trustee Further Fine-Tunes Proposed Plan
ALASKA FUR: 6th Amended Plan Violates Sec. 1129(a)(3)

ALL AMERICAN: Drops DRAM Antitrust Suit Against Micron
ALLEGHENY NATURAL: Wants Involuntary Case Dismissed, Denies Claims
ALLEN FAMILY: Can Employ BNI Capital Markets as Investment Banker
AMERICAN TIRE: S&P Raises CCR to 'B+' on Improving Sales
APPLE HOLDINGS: Case Summary & 14 Largest Unsecured Creditors

ARCADIA RESOURCES: Receives NYSE Amex Notice of Non-Compliance
ARCHBROOK LAGUNA: US Trustee Appoints 7-Member Creditors Committee
AVION POINT: Sec. 341 Creditors' Meeting Set for Aug. 8
BANNING LEWIS: Houston Oil Company is Lead Bidder for Assets
BESO LLC: Judge Nakagawa Rejects Plea to Put Trustee

BLACK CROW: Lease Decision Period Extended Until Sept. 7
BLOCKBUSTER CANADA: Court Hearing on Name Use Delayed
BORDERS GROUP: Savings Plan Annual Report Filed Late
BORDERS GROUP: Cautions Shareholders on Common Stock Trading
BORDERS GROUP: Liquidation of All Stores May Begin July 22

BORDERS GROUP: Kobo Says eReading is Business as Usual
BRONX HEIGHTS: Ch. 11 Case Dismissed at Behest of NYC Agency
CALIFORNIA GAS: Case Summary & 7 Largest Unsecured Creditors
CARGO TRANSPORTATION: Judge Bars DLA Piper as Counsel to Committee
CCS CORP: Moody's Withdraws 'Caa2' Senior Unsecured Rating

CENTRAL FALLS, R.I.: Heads Toward Bankruptcy; Library Closes
CENTRAL FALLS, R.I.: Receiver Seeks $2.5MM in Concessions
CHICKEN OUT: Case Summary & 20 Largest Unsecured Creditors
CLOROX CO: S&P Ratings Could Drop to 'B' Levels After LBO
COLONIAL BANCGROUP: Court Says Plan Trustee Can Hire Quinn Emanuel

CMDA DE: Case Summary & 20 Largest Unsecured Creditors
COMMONWEALTH BANKSHARES: Regulators Approve Donald Price as CCO
COMPOSITE TECHNOLOGY: Court Approves Auction of Assets on Aug. 4
CREDITRON FINANCIAL: Covattos to Face Suit Over Misuse of Funds
CUMULUS MEDIA: S&P Keeps 'B' Credit Rating on Watch Positive

DAIRY PRODUCTION: Has Exclusive Right to File Plan Until Aug. 15
DBDR LIMITED: Case Summary & 7 Largest Unsecured Creditors
EAGLE TREMONT: Case Summary & 10 Largest Unsecured Creditors
ELEPHANT & CASTLE: Seeks Creditor Protection in Canada
ELEPHANT & CASTLE: Hiring Eckert Seamans as Bankruptcy Counsel

ELEPHANT & CASTLE: Taps Heenan Blaikie as Canadian Counsel
ELEPHANT & CASTLE: Taps Epiq as Claims and Noticing Agent
ELEPHANT & CASTLE: U.S. Trustee Appoints 3-Member Creditors Panel
ELEPHANT & CASTLE: Sec. 341 Creditors' Meeting Set for Aug. 3
ELEPHANT & CASTLE: Final Hearing on Cash Collateral Use on Aug. 1

E.M. THOMAS: Case Summary & 20 Largest Unsecured Creditors
EMMIS COMMUNICATIONS: Five Directors Elected at Annual Meeting
ENIVA USA: Alliant Techsystems Takes Over Former HQ
EVERGREEN INVESTMENT: Files for Chapter 11 Bankruptcy Protection
EXCLUSIVE PHYSICIANS: Voluntary Chapter 11 Case Summary

FB&F ENTERTAINMENT: Has New Lease for Indianapolis Restaurant
FIGUEROA TOWER: Case Summary & 20 Largest Unsecured Creditors
FLEETPRIDE CORP: Moody's Upgrades CFR to B2; Outlook Stable
FLEETPRIDE CORP: S&P Affirms Corporate Credit Rating at 'B'
GLOBAL COMPONENT: Case Summary & 20 Largest Unsecured Creditors

GULF COUNTY: Moody's Affirms Ba1 Rating on Ad Valorem Tax Bonds
HARRISBURG, PA: City Council Thumbs Down State's Recovery Plan
HAYES LEMMERZ: S&P Affirms Corporate Credit Rating at 'B'
HINGHAM CAMPUS: Town Taps Lawyer to Get $1.7-Mil. in Back Taxes
HOWREY LLP: Inks Agreement to Make Payouts to Unsec. Creditors

IMPERIAL CAPITAL: Creditors File Suit Against Current Board
ISLAND DEVELOPERS: Case Summary & 7 Largest Unsecured Creditors
JACKSON GREEN: Bid to Use Cash Collateral Challenged by Bank
JEFFERSON COUNTY, AL: Proposal Calls for Banks to Give Up $1.3BB
KH FUNDING: Wants Committee's Plan Filing Period Until Aug. 1

NOLLWOOD COMMONS: Case Summary & 5 Largest Unsecured Creditors
LEVEL 3: S&P Says 'CCC' Sr. Notes Rating Unaffected by Upsizing
LEVITT AND SONS: Trustee Recovers $105-Mil. From Liquidation
LITTLETON APARTMENTS: Case Summary & 20 Largest Unsec. Creditors
LOS ANGELES DODGERS: Creditors Say MLB Loan Deal Beats Fund Offer

LT ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
LV KAPOLEI: KBP Industrial Says Plan Attempts to Cure Defaults
LYONDELL CHEMICAL: Judge Slams Lawyers Over Race Bias Fight
MACCO PROPERTIES: Court Names Martens Unit as Properties Manager
MARTIN VENTURES: Case Summary & 8 Largest Unsecured Creditors

MCBURNEY CORP: Case Summary & 20 Largest Unsecured Creditors
MFJT LLC: Can Access BACM's Cash Collateral Until Aug. 31
MONTANA HIGHER: Fitch Maintains 'B' Outstanding Senior Notes
MP-TECH AMERICA: Court Orders Removal of Two Committee Members
MP-TECH AMERICA: Auction on Manufacturing Facility Set for July 29

MS 128: Voluntary Chapter 11 Case Summary
NEBRASKA BOOK: Files Chapter 11 Plan of Reorganization
NEEK NILOU: Files for Chapter 11 Bankruptcy Protection
NEW BERN: Plan Confirmation Hearing Set for Sept. 19
NEW LEAF: Incurs $1.61 Million Net Loss in March 31 Quarter

NORMANDIE COURT: Files for Chapter 11 Bankruptcy Protection
NORTEL NETWORKS: Meeting to Form Retiree Committee Tomorrow
NORTEL NETWORKS: Meeting to Form Disability Committee Tomorrow
N.A. PETROLEUM: Contemplates September Plan Confirmation Hearing
OLSON RUG: Case Summary & 20 Largest Unsecured Creditors

OM SAI: Case Summary & 20 Largest Unsecured Creditors
PACIFICUS REAL ESTATE: Case Summary & 12 Largest Unsec. Creditors
PALM HARBOR: U.S. Trustee Forms 4-Member Creditors' Committee
PETROHAWK ENERGY: Moody's Reviews 'B2' CFR for Possible Upgrade
PETROHAWK ENERGY: S&P Puts 'BB-' Corp. Rating on Watch Positive

PLATINUM STUDIOS: Files Form S-8; Registers 15MM Common Shares
QR PROPERTIES: Amended Plan Outline Includes Webster Bank Deal
QR PROPERTIES: Hearing on Adequate Protection Set for July 28
ROBERTS LAND: Amends Proposed Joint Plan of Reorganization
SAINT VINCENTS: PBGC Backs Auction of Staten Island Nursing Home

SALANDER O'REILLY: Court Rules on "Madonna and Child" Controversy
SAN ANTONIO INTERNACIONAL: Moody's Withdraw 'B3' Corporate Rating
SARATOGA RESOURCES: Receives Approval for Listing on NYSE Amex
SAVVIS INC: Moody's Upgrades Corporate Family Rating to 'Ba2'
SEAHAWK DRILLING: Seeks Court Approval for Emergency Settlement

SIERRA VERDE: Case Summary & 6 Largest Unsecured Creditors
SILGAN HOLDINGS: Moody's Upgrades Corp. Family Rating to 'Ba1'
SONIC AUTOMOTIVE: S&P Raises CCR to 'BB-' on Improved Leverage
SOUTH EDGE: Ch. 11 Trustee Wants $21.4-Mil. in DIP Financing
SOUTHERN UNION: Moody's Affirms 'Ba1' Jr. Subordinated Ratings

TELTRONICS INC: Hearing on Wells Fargo DIP Loan on Thursday
TELTRONICS INC: Hiring Solutions Management's Worral as CRO
TELTRONICS INC: Sec. 341 Creditors' Meeting Set for July 25
TELTRONICS INC: Landlord Seeks Rent Payment on Palmetto Property
THREE T'S: Case Summary & Largest Unsecured Creditor

TR SHADOW: Sec. 341 Creditors' Meeting Set for Aug. 11
TR SHADOW: Status Hearing Set for September 7
TRANS-AID INC.: Case Summary & 20 Largest Unsecured Creditors
TROPICANA ENT: Judge Won't Grant Lazard Summary Judgment
TWIN RIVER: S&P Withdraws Prelim. 'BB' Rating on Credit Facility

ULTIMATE ESCAPES: Wants Solicitation Exclusivity Until Dec. 14
UNIFRAX HOLDING: S&P Affirms CCR at 'B'; Outlook Stable
UNIVERSITY PLACE: Case Summary & Largest Unsecured Creditor
VALASSIS COMMS: Moody's Affirms 'Ba2' Corporate Family Rating
VILLAGE OAKS: Case Summary & 20 Largest Unsecured Creditors

VITARIS REHABILITATION: Case Summary & Creditors List
WAGSTAFF PROPERTIES: Taps Epiq Bankruptcy as Administrative Agent
WASHINGTON MUTUAL: Hedge Fund Denies Insider Trading Claims
WATER PIK: Moody's Affirms 'B2' Corporate Family Rating
WAVE HOUSE: Has Until July 31 to Use Cash Collateral

WESTERN CORPORATE: NCUA Hits RBS With $629-Million Securities Suit
ZAIS INVESTMENT: Hildene Capital Wants Ch. 11 Case Dismissed

* Location Matters in Debt Collectors' Chase After Creditors
* Struggling Firms Aim to Boost Revenue With Daily Deal Sites

* Upcoming Meetings, Conferences and Seminars


                            *********


12550 LC: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 12550, LC
        801 Dixon Boulevard, Suite 1105
        Cocoa, FL 32922

Bankruptcy Case No.: 11-10658

Chapter 11 Petition Date: July 15, 2011

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

Debtor's Counsel: James H. Monroe, Esq.
                  JAMES H. MONROE, P.A.
                  Post Office Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008
                  E-mail: jhm@jamesmonroepa.com

Scheduled Assets: $7,767,865

Scheduled Debts: $5,926,213

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-10658.pdf

The petition was signed by Harry Vorhand, managing member.


15352 VANOWEN: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Daily News notes that 15352 Vanowen Street Apartments-DE LLC, 3659
E. Thousand Oaks Blvd., Thousand Oaks filed for Chapter 11
bankruptcy (Bankr. C.D. Calif. Case No. 11-17870) in Los Angeles
County.  The Company did not disclose its assets and debts.


4388 TUJUNGA: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------
Daily News notes 4388 Tujunga Ave. LLC, 6355 Topanga Canyon Blvd.,
No. 100, Woodland Hills filed for Chapter 7 liquidation in Los
Angeles County (Bankr. C.D. Calif. Case No. 11-17830).  The
Company disclosed assets of $490,000 and debts of $6,164,597.


4KIDS ENTERTAINMENT: Court OKs BDO Capital as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved 4Kids Entertainment Inc.'s application to employ BDO
Capital Advisors, LLC as exclusive financial advisor and
investment banker.

BDO Capital Advisors, will among other things:

   (a) analyze the business, operations and financial position
       of the Company and assist the Debtors in determining  an
       exit strategy to maximize value for the Debtors, their
       estates and creditors, including pursuing a plan of
       reorganization or asset sale;

   (b) negotiate with creditors, counterparties to agreements and
       other parties-in-interest in connection with structuring a
       POR or Asset Sale; and

   (c) assist the Debtors in formulating and negotiating the
       material terms of the POR or Asset Sale.

BDO Capital will be compensated for the services in the following
manner:

(1) Retainer Fees.  The Debtors will pay BDO Capital a
      nonrefundable retainer of $50,000, payable upon entry of the
      order of the Bankruptcy Court approving the retention of BDO
      Capital pursuant to the Engagement Letter.  The Retainer
      will be subject to any carve-out provision approved by the
      Bankruptcy Court in the DIP Financing.  The Retainer will be
      applicable against the Transaction Fees.

(2) Transaction Fees.

      (i) If the Debtors obtain Bankruptcy Court approval of a
          POR, BDO Capital will receive a cash fee equal to
          $200,000 (the "Base POR Fee").  In addition, if external
          private capital is raised in connection with a POR, BDO
          Capital will receive the following cash fees: (i) a
          cash fee equal to one and one-half percent (1.50%) of
          the total amount of senior secured debt commitment,
          provided however that any senior secured debt provided
          by existing equity holders will not be included in the
          total amount of senior secured debt; (ii) a cash fee
          equal to four and one-half percent (4.50%) of the total
          amount of mezzanine debt raised, provided however that
          any mezzanine debt provided by existing equity holders
          will not be included in the total amount of mezzanine
          debt; and (iii) a cash fee equal to seven percent
          (7.00%) of the total amount of equity capital raised,
          provided however that any equity capital provided by
          existing equity holders will not be included in equity
          capital raised (the "Placement Fees" and together with
          the Base POR Fee, the "Recapitalization Fees").

     (ii) If the Debtors obtain Bankruptcy Court approval of an
          Asset Sale, BDO Capital will receive a cash fee equal
          to $200,000.  In addition, if the Asset Sale results in
          a transaction whereby the gross aggregate consideration
          received exceeds the lesser of $7.0 million or the
          Stalking Horse Bid, BDO Capital will earn a cash fee
          equal to 3.00% of gross consideration received.  The
          Sale Fees will be earned regardless of whether the
          purchaser is the Stalking Horse or any other third
          party, including any insider, creditor of the Debtors or
          any other party-in-interest in the Bankruptcy Case.

    (iii) If the Debtors obtain the DIP Financing, BDO Capital
          will earn a cash fee equal to $100,000 plus 1.50% of
          the gross commitment amount of the DIP Financing.

     (iv) Notwithstanding anything herein to the contrary, BDO
          Capital will be entitled to receive either (a) the
          Recapitalization Fees or (b) the Sale Fees.  In no
          case will BDO Capital be entitled to receive both (a)
          the Recapitalization Fees and (b) the Sale Fees.
          Additionally, notwithstanding anything herein to the
          contrary, BDO Capital will not be entitled to receive
          any fees based solely upon any money received by the
          Debtors relating to any contingent and unliquidated
          litigation claims possessed by the Debtors.

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Kaye Scholer LLP is the Debtors' restructuring
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors' claims
and notice agent.  BDO Capital Advisors, LLC, is the financial
advisor and investment banker.


4KIDS ENTERTAINMENT: U.S. Trustee Forms Creditors' Committee
------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to the official committee of unsecured
creditors in the Chapter 11 cases of 4Kids Entertainment, Inc.

The Creditors Committee members are:

       1. The Pokemon Company International, Inc.
          333 108th Avenue NE, 13th Floor
          Bellevue, WA  98004
          ATTN: Don McGowan, General Counsel
          Tel: (425) 274-4857
          Fax: (425) 274-1041
          E-mail: d.mcgowan@pokemon.com

       2. Twenty Third Street Associates
          c/o Adams & Company Real Estate, LLC
          411 Fifth Avenue, 9th Floor
          New York, NY  20027
          Tel: (212) 679-5500
          ATTN: James Buslik
          E-mail: jbuslik@adamsre.com

       3. The Cat Fanciers' Association, Inc.
          1805 Atlantic Ave.
          Manasquan, NJ  08736
          Tel: (732) 528-9797
          Fax: (732) 528-7391
          ATTN:  Edward L. Raymond, Jr.
          E-mail: ed.raymond@thomsonreuters.com

                       About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Kaye Scholer LLP is the Debtors' restructuring
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors' claims
and notice agent.  BDO Capital Advisors, LLC, is the financial
advisor and investment banker.


315 UNION: Court OKs Lefkovitz & Lefkovitz as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee has
approved 315 Union Street Holdings' application to employ Steve L.
Lefkovitz and the law firm of Lefkovitz & Kefkovitz as bankruptcy
counsel.

Lefkovitz & Lefkovitz will:

     a. advise the Debtor as to its rights, duties and powers as
        debtor-in-possession;

     b. prepare and file the statements, schedules, plans, and
        other documents and pleadings necessary to be filed by the
        Debtor in this proceeding;

     c. represent the Debtor at all hearings, meetings of
        creditors, conferences, trials and any other proceedings
        in this case; and

     d. perform other legal services as may be necessary in
        connection with the Debtor's case.

Lefkovitz & Lefkovitz will be paid based on the rates of its
professionals:

        Steven L. Lefkovitz                 $385
        Associate Attorneys                 $215
        Paralegals                          $105

Steven L. Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz,
assures the Court that the firm is a "disinterested person" as
that term defined in Section 101(14) of the Bankruptcy Code.

                  About 315 Union Street Holdings

315 Union Street Holdings, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Tenn. Case No. 10-13106) on Dec. 3, 2010.
According to its schedules, the Debtor had $13,162,646 in total
assets and $25,484,852 in total debts as of the Petition Date.

Affiliate Union Street Plaza Operations, LLC, dba Hotel Indigo
Nashville-Downtown, also based in Mount Juliet, Tenn., filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 10-13107) on the
same day.  Mr. Lefkovitz served as counsel to the Debtor.  In its
petition, the Debtor scheduled assets of $1,021,971 and debts of
$17,696,245.

Bankruptcy Judge Keith M. Lundin approved the appointment of
Robert H. Waldschmidt, Esq., at Howell & Fisher, PLLC, as Chapter
11 trustee to oversee the bankruptcy estate of Union Street Plaza,
effective Dec. 16, 2010.  Branch Banking and Trust Company, a
secured creditor, requested for a Chapter 11 trustee, citing that
the appointment will prevent further loss to the estate.


55 BLUEBELL: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------------
Daily News notes that 55 Bluebell Partnership, 5531 Bluebell Ave.,
Valley Village filed for Chapter 7 (Bankr. C.D. Calif. Case No.
11-17924) in Los Angeles County, California.  The Company
disclosed assets of $500,000 and debts of $1,426,041.


ABNER'S INVESTMENTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Abner's Investments, Inc.
        425 S. Lamar Boulevard, Suite 25A
        Oxford, MS 39655

Bankruptcy Case No.: 11-13175

Chapter 11 Petition Date: July 15, 2011

Court: U.S. Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@hjglawfirm.com

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by James Abner White, managing member.


AGE REFINING: Ch. 11 Trustee Further Fine-Tunes Proposed Plan
-------------------------------------------------------------
Eric J. Moeller, the court appointed Chapter 11 trustee in the
bankruptcy case of Age Refining, Inc., filed on July 1, 2011, a
second amended disclosure statement explaining a Chapter 11 Plan
of Reorganization proposed for Age Refining.

The Plan contemplates the payment of allowed claims from proceeds
generated through the previously consummated and Court approved
transactions: [1] the sale of substantially all of the Estate's
Refining Assets located in San Antonio and Falls City to NuStar
Refining, LLC, on April 19, 2011; and [2] the sale of
substantially all of the Estate's Redfish Bay Assets in San
Patricio County to TexStar Midstream Transport, LP, on May 20,
2011.

The sale to NuStar generated $41,000,000 for the fixed assets,
$2,220,292 for platinum, and approximately $10,901,646 for working
capital.  At the closing, Chase Capital was paid $36,000,000, and
Chase Bank was paid on its post-petition financing, $118,915.
Immediately prior to such payment to Chase Bank, the outstanding
balance of the post-petition financing was approximately
$11,817,586.

The Trustee sold the Redfish Bay Assets to TexStar, the designated
purchaser for $6,500,000.00.

Holders of general unsecured claims, owed some $6 million, will
receive their pro rata share of the cash and other property
transferred to a liquidating trust.

Subordinated claims will not receive or retain and property on
account of their claims.  Holders of equity interests also won't
receive anything.

Under the Plan, only general unsecured claimants in Classes 4 and
5 are permitted to vote on the Plan.  All other Classes are either
unimpaired or deemed to reject the Plan.

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

      http://bankrupt.com/misc/agerefining.2ndamendedDS.pdf

                        About Age Refining

Age Refining, Inc. owns a refinery in San Antonio, Texas.  It
manufactures, refines and markets jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Texas Case No. 10-50501) on Feb. 8, 2010.  Aaron Michael
Kaufman, Esq., and Mark E. Andrews, Esq., at Cox Smith Matthews
Incorporated, in Dallas, represent the Chapter 11 debtor.  The
Company estimated $10 million to $50 million in assets and
$100 million to $500 million in liabilities in its bankruptcy
petition.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from CEO Glen Gonzalez.  In November 2010, the
trustee filed suit against Mr. Gonzalez, alleging he breached his
fiduciary duty by dipping into Company coffers for his personal
use while paying himself an excessive salary and stock
distributions.

David S. Gragg, Esq., Steven R. Brook, Esq., Natalie F. Wilson,
Esq., and Allen M. DeBard, Esq., at Langley & Banack, Inc., in San
Antonio, Tex., serve as general counsel to the Chapter 11 Trustee.


ALASKA FUR: 6th Amended Plan Violates Sec. 1129(a)(3)
-----------------------------------------------------
Alaska Fur Gallery, Inc., remains mired in its bankruptcy
proceedings after a bankruptcy judge refused to confirm the sixth
iteration of its exit plan.  Bankruptcy Judge Donald MacDonald IV
said the Debtor's sixth amended plan continues to violate 11
U.S.C. Sec. 1129(a)(3), which provides that the plan must be
proposed in good faith and not by any means forbidden by law.

In April, the judge denied approval of the fourth amended
disclosure statement and plan, and required the Debtor to obtain
plan confirmation by July 28, 2011, or face conversion of the case
to Chapter 7.

The Debtor has remedied every impediment to confirmation outlined
in the Court's April 29, 2011 memorandum with one major exception:
Sec. 1129(a)(3).  Judge MacDonald had concluded that the plan's
proposed transfer of assets from Hernandez and Associates, LLC, to
the Debtor violated state law and 11 U.S.C. Sec. 1129(a)(3).  In a
second attempt to transfer assets to the Debtor, the sixth amended
plan now states: "Provided that an appropriate authorizing order
is entered in the H&A case, AFG shall cause H&A to convey the
Skagway Property to AFG."

The Debtor has filed a variety of motions and objections to claims
in the H&A case.  The Court sustained objections to four claims.
Two of the claims were for First National loans that have been
paid off.  Two additional claims were submitted by Kirk Loeffler
and the Internal Revenue Service for tax liabilities arising from
The Inn at Whittier.  Those claims were also disallowed.

The Debtor seeks Court approval of its proposed treatment of the
remaining creditors.  It proposes to pay the IRS $2,626 on
approval of the motion.  It offers nothing for First National's
remaining two claims.  The first claim is for a deed of trust note
on 359 S. Franklin in the approximate amount of $1.44 million.
The second claim is for litigation costs.  First National has not
updated its original cost claim of $852,000.  An updated claim
could approach $2 million.  The costs are vigorously contested and
will be decided in state court.

The Debtor and H&A argue that H&A is winding up its affairs and
that the Debtor's Chapter 11 plan provides for "adequate provision
for payment to creditors" under A.S. 10.50.425.

First National vehemently disagrees. It claims that it is
effectively being robbed of real property worth $435,000 and cash
of over $51,000 through the transfer of the H&A Skagway property
and cash to the debtor.

"I can not ignore this possible injury to First National, and the
debtor has offered no viable alternatives.  Nor can I ignore
Alaska's statutory restriction on distribution," Judge MacDonald
says.  "If H&A makes the transfers, it will be unable to pay its
debts to First National, which are well past due. Such a transfer
is prohibited."

Judge MacDonald said the Debtor's Chapter 11 plan does not provide
"adequate provision for payment."  The promises of a bankrupt,
insolvent co-debtor to repay the loan over a five year term with a
balloon payment are not what the state statute demands, he said.

According to Judge MacDonald, the solution to this problem is
obvious: comply with state law and pay the proceeds of the Skagway
property and the H&A cash to First National for application to
First National claim Number 3-1 in the H&A bankruptcy.  Use the
Anchorage lot sale proceeds to cover the unsecured creditors and
make up any cash differential to them from (1) cash surpluses
arising from fur sale operations or (2) decreased monthly payments
to First National following application of the mini-balloon
payment next spring.

"If the debtor is capable of making these changes while retaining
the support of unsecured creditors, it will have a confirmable
plan," Judge MacDonald said.

Separately, Judge MacDonald continued sine die the hearing on
Export Development Canada's request for allowance of
administrative expense priority.

A copy of Judge MacDonald's July 15, 2011 Confirmation Memorandum
is available at http://is.gd/8jg5Uffrom Leagle.com.

                     About Alaska Fur Gallery

Alaska Fur Gallery, Inc., based in Anchorage, filed for Chapter 11
bankruptcy (Bankr. D. Alaska Case No. 09-00196) on April 7, 2009.
Cabot C. Christianson, Esq. -- ecf@cslawyers.net -- at
Christianson & Spraker, serves as bankruptcy counsel.  In its
petition, the Debtor estimated assets and debts between $1 million
to $10 million.  The petition was signed by Magdalena Hausinger,
shareholder.


ALL AMERICAN: Drops DRAM Antitrust Suit Against Micron
------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that All American
Semiconductor Inc., which remains parked in Chapter 11 bankruptcy,
dismissed Micron Technology Inc. and Micron Semiconductor Inc. on
Friday from its antitrust suit over dynamic random access memory
after reaching a settlement with the companies in California.

According to Law360, U.S. District Judge Phyllis J. Hamilton
signed off on the joint stipulations to drop All American's claims
against the defendants. The parties agreed to bear their own costs
and legal fees. Other terms of the settlement were not immediately
available.

                  About All American Semiconductor

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributed
electronic components manufactured by other firms.  In total, the
company offered approximately 40,000 products produced by
approximately 60 manufacturers.  The company had 36 strategic
locations throughout North America and Mexico, as well as
operations in China and Western Europe.

The Company and its debtor-affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 07-12963) on April 25,
2007.  Jason Z. Jones, Esq., Mindy A. Mora, Esq., at Bilzin
Sumberg; and Tina M. Talarchyk, Esq., at Squire Sanders,
represented the Debtors as counsel.  Adrian C. Delancy, Esq.,
Jerry M.  Markowitz, Esq., Rachel Lopate Rubio, Esq., Rilyn A.
Carnahan, Esq., Ross R. Hartog, Esq., at Markowitz, Davis, Ringel
& Trusty; and Stanley F. Orszula, Esq., at Loeb & Loeb,
represented the Official Committee of Unsecured Creditors as
counsel.  As of June 30, 2007, the company posted total assets of
$4,071,000, consisting solely of cash; total liabilities of
$18,348,000; and total stockholders' deficit of $14,277,000.

The Bankruptcy Court confirmed on April 8, 2009, the Third Amended
Plan of Liquidation proposed by the official committee of
unsecured creditors appointed in the bankruptcy cases of All
American Semiconductor.  The Plan contemplated the liquidation of
all assets of the consolidated estate for the benefit of the
holders of allowed claims and allowed interests.


ALLEGHENY NATURAL: Wants Involuntary Case Dismissed, Denies Claims
------------------------------------------------------------------
Allegheny Natural Resources, Inc., asks the Bankruptcy Court to
dismiss the involuntary Chapter 11 petition filed against it.

Allegheny denies owing any sums to the petitioning creditors.
Allegheny says it is generally paying its debts as they become due
except those that are subject to dispute.

Allegheny denies owing $1 million to Interstate Gas Marketing,
Inc.  Allegheny says IGM does business as and trades as Northeast
Energy Management Inc., under which name it drills IGM wells.
Allegheny contends that as of the petition date, IGM d/b/a and t/a
NEM owes Allegheny $4,067.

Allegheny also says it does not owe Aven Oil and Gas Inc.
$1 million.  Allegheny explains it has expended $438,819 against
Aven's advance of $639,000 as an investment in certain wells.
Allegheny says the cost to complete those wells will be $208,488,
at which time Allegheny will be owed $3,307 for the drilling phase
of the operations.  Currently, ANR is holding $10,511 for
production revenue which will be used to offset sums owed by Aven
upon completion of the project.

Allegheny also denies owing $1 million to Craig Berland.
Allegheny says an original contract was with a company called
Systems 3 Inc. of which, Craig Berland, was president.  Systems 3
Inc. originally invested $250,000 in ANR Drilling Venture 2008 and
2009 programs, both of which were Turnkey Contract with no
provision for refuds.  Both of the programs were later transferred
to the Berland Family Trust.  At that time, Mr. Berland, as an
"individual" was not party to the Agreements.  As of the Petition
Date, ANR owes Berland Family Trust $5,112 in production revenue.
There are no other refunds due Systems 3 Inc. for the drilling
programs.

                 About Allegheny Natural Resources

Based in Sewickley, Pennsylvania, Allegheny Natural Resources Inc.
operates 66 gas wells in Pennsylvania and has more than 1,200
acres under lease in Jefferson County.  Allegheny was named in an
involuntary Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case
No. 11-24265) on July 5, 2011.

The petitioning creditors Aven Gas & Oil, Inc., Interstate Gas
Marketing, Inc., and Craig Berland allege they are owed $1 million
each.  The petitioning creditors are represented by Robert O.
Lampl, Esq. -- rol@lampllaw.com -- as bankruptcy counsel.

Judge Judith K. Fitzgerald presides over the case.  The Court has
designated H. James Adams as principal operating officer of the
Debtor.  Allegheny is represented by:

          Robert X. Medonis, Esq.
          680 Washington Road -- Suite 203
          Pittsburgh, PA 15228
          Tel: 412-531-3131
          Fax: 412-531-3132
          E-mail: rxmedonisesq@aol.com


ALLEN FAMILY: Can Employ BNI Capital Markets as Investment Banker
-----------------------------------------------------------------
Allen Family Foods Inc., et al., has received authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
BMO Capital Markets Corp. as its investment banker, effective as
of the Petition Date.

BMOCM has agreed to:

  a. assist the Debtors in evaluating alternative transactions,
     including analyzing the financial impact of those
     alternatives;

  b. advise and assist the Debtors in considering the desirability
     of effecting a Transaction, and, if the Debtors believe that
     a Transaction to be desirable, in developing and implementing
     a strategy for accomplishing the "transaction;"

  c. assist the Debtors in developing a list of possible
     participants in a Transaction and contacting and eliciting
     interest from those possible participants; and

  d. assist the Debtors in the preparation of a descriptive
     memorandum or, if applicable, a disclosure statement relating
     to a Chapter 11 plan, in each case that describes the
     Debtors' operations and financial information and other
     appropriate information in such detail as may be appropriate
     under the circumstances.

BMOCM is to be compensated in accordance with the Fee Structure
set forth in the Engagement Agreement, and will be reimbursed for
its reasonable out-of-pocket expenses, not to exceed $50,000
without prior approval of the Debtors.  Under no circumstances
will BMOCM receive payment of more than one Transaction fee under
the Engagement Agreement; provided that, for the avoidance of
doubt, the Aggregate Value of any Transaction will include the
value of any consideration received by the Debtors in respect of
the Excluded Assets.

BMOCM will receive:

a.  a monthly fee of $75,000 payable on June 30, 2011, and on the
    last business day of each month thereafter, until the earlier
    of the completion of the Transaction or the termination of the
    Engagement Agreement.

b.  A Sale fee equal to the greater of (i) $1,500,000 or (ii) 1.5%
    of the Aggregate Value payable by Purchaser in any Sale
    Transaction up to $110 million, plus 3.0% of such Aggregate
    Value in excess of $110 million.

The Court is satisfied that BMOCM does not hold or represent
interests adverse to the Debtors' estates and that BMOCM is a
"disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

                    About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.

Allen Family Foods and two affiliates, Allen's Hatchery Inc. and
JCR Enterprises Inc., filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-11764) on June 9, 2011.  It estimated
assets and liabilities between $50 million and $100 million in its
petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Lowenstein Sandler PC and Womble Carlyle Sandridge & Rice, PLLC,
serve as counsel for the official committee of unsecured
creditors.  J.H. Cohn LLP serves as the Committee's financial
advisor.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.


AMERICAN TIRE: S&P Raises CCR to 'B+' on Improving Sales
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on American Tire Distributors Inc. (ATD) to a 'B+' from a
'B'. The outlook is stable.

"At the same time, we raised our issue-level rating on the
company's $250 million senior secured notes to a 'B-' from a
'CCC+'. The recovery rating of '6' remained unchanged," S&P said.

"The upgrade reflects our view that ATD's business strategy
continues to grow profitability and deliver fairly stable
operating performance," said Standard & Poor's credit analyst
Lawrence Orlowski. "Consequently, while we still view the
company's financial risk profile as aggressive, we expect that the
company's leverage will fall below 5x and that it will generate
solid free cash flow in 2011," he added.

PE firm TPG Capital L.P. acquired privately held ATD in 2010. The
company is the largest wholesale distributor of passenger-car and
light-truck tires to the $32 billion U.S. replacement tire market.
The company is the only tire distributor with a national presence
and competes in the Southeast, Mid-Atlantic, Midwest, West, and
Southwest. It operates 91 distribution centers, serving about
50,000 customers. Most of these customers are independent tire
dealers, which make up the largest channel for replacement tire
sales. However, because the market is highly fragmented, ATD's
national market share is only about 9%. No one customer accounts
for more than 2% of ATD's sales, which reduces credit risk
exposure.

"We view ATD's business risk as weak, reflecting its limited
geographical diversity, fierce competitive landscape, and narrow
scope of operations. At the same time, we believe the company's
relative size advantage allows it to carry the industry's broadest
product line, deliver items more efficiently than its competitors,
and invest in information systems as a percentage of sales, at a
lower cost than its competitors. In addition, although ATD sells
economy-brand tires, the company's sales mix is focused on high-
margin products such as high- and ultra-high-performance tires,
flag brands, and large-rim-diameter products," S&P added.


APPLE HOLDINGS: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Apple Holdings, LLC
        3000 Whitney Ave Suite 118
        Hamden, CT 06518

Bankruptcy Case No.: 11-31882

Chapter 11 Petition Date: July 17, 2011

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: William E. Carter, Esq.
                  LAW OFFICE OF WILLIAM E. CARTER
                  1224 Mill Street, Bldg. B
                  East Berlin, CT 06023
                  Tel: (203) 630-1070
                  Fax: (203) 889-0242
                  E-mail: bankruptcy@carterlawllc.com

Scheduled Assets: $1,509,500

Scheduled Debts: $2,811,093

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb11-31882.pdf

The petition was signed by Michael Steinbach, manager/member.


ARCADIA RESOURCES: Receives NYSE Amex Notice of Non-Compliance
--------------------------------------------------------------
Arcadia Resources, Inc. has received notice from the NYSE Amex
dated July 15, 2011 indicating that the Company is below certain
of the Exchange's continued listing standards due to the Company
not being in compliance with Sections 1003(a) of the Company
Guide.  The Exchange Staff indicated that its review of the
Company's Form 10-K for the fiscal year ended March 31, 2011,
indicates that the Company does not meet the provisions of Section
1003(a)(i), (ii) or (iii) related to stockholders' equity and
losses from continuing operations and further that the Company no
longer satisfies the alternative listing standards in Section
1003(a).  The Company was afforded the opportunity to submit a
plan of compliance to the Exchange by August 14, 2011, that
demonstrates the Company's ability to regain compliance with
Section 1003(a)(i), (ii) and (iii) of the Company Guide by
January 15, 2013.  If the Company does not submit a plan of
compliance, or if the plan is not accepted by the Exchange, the
Company will be subject to delisting procedures as set forth in
Section 1010 and part 12 of the Company Guide.

As previously announced, the Company has also been advised by NYSE
Amex, by letter dated April 4, 2011, that because the Company's
average closing price of its common stock was less than $0.20 per
share over a consecutive 30-day trading period, the Company was
not in compliance with Section 1003(f)(v) of the NYSE Amex Company
Guide.  NYSE Amex advised that it deems it appropriate for the
Company to effect a reverse stock split to remain in compliance
with its continued listing standards and has given the Company
until October 4, 2011 to effect such a split.

The Company is evaluating its options with respect to the NYSE
Amex notifications.  The Company is evaluating whether to submit a
plan to address its failure to comply with Section 1003(a).  The
Company also continues to monitor the trading price of its common
stock and is considering its options to comply with Section
1003(f)(v).  While the notifications from NYSE Amex does not
affect the current listing of the Company's common stock, the
Company's failure to effect a reverse stock split by October 4,
2011, or its failure to submit a plan of compliance with Section
1003(a) by August 14, 2011, or the failure of the NYSE Amex to
accept any plan of compliance submitted, are likely to result in
the Company no longer being listed on the NYSE Amex.  In such
event, the Company will consider other alternatives for trading of
the Company's securities, including the possibility of trading in
the over the counter (OTC) market.

                  About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program. The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."


On June 17, 2011, tens of individuals launched an involuntary
Chapter 11 case (Bankr. D. Colo. Case No. 11-24503) against Bank
of America N.A.  The petitioners claim to be owed roughly $60
million in the aggregate.  The petitioners identify themselves in
the signature pages of the Chapter 11 petition as members of
either the "Independent Rights Political Party" or the
"Independent Rights Party.


ARCHBROOK LAGUNA: US Trustee Appoints 7-Member Creditors Committee
------------------------------------------------------------------
Chapter11Cases.com reports that on Monday, the United States
Trustee announced the appointment of the Official Committee of
Unsecured Creditors in the chapter 11 bankruptcy cases of
ArchBrook Laguna Holdings LLC and several affiliated companies --
ArchBrook Laguna New York, LLC; ArchBrook Laguna, LLC; ArchBrook
Laguna West, LLC; Expert Warehouse, LLC; Lehrhoff ABL, LLC; and
Chimerica Global Logistics, LLC.  The companies voluntarily filed
for chapter 11 protection in New York on July 8, 2011.

The companies operate as a procurement and distribution
intermediary between production companies and end retailers.  The
list of products carried by the debtors includes a wide variety of
computers, consumer electronics, and white goods (major
appliances) from manufacturers such as Acer, Dell, Garmin, LG,
Monster, Panasonic, Pioneer, Samsung, Sharp, Tom Tom, Toshiba,
Bissell, Black & Decker, Brother, Cuisinart, DeLonghi, Emeril,
Fuego, Haan, Hamilton Beach/Proctor Silex, Hoover, and Norelco.

The membership of the Creditors' Committee are:

    -- Dell Marketing, L.P.
    -- Direct Entertainment Media Group, Inc.
    -- Garmin International, Inc.
    -- Samsung Electronics America, Inc.
    -- Hewlett-Packard Company
    -- TomTom, Inc.
    -- Sunbeam Products, Inc., d/b/a Jarden Consumer Solutions

                      About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt
totaling $176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

The Company is being advised by Macquarie Capital (USA) Inc. with
respect to the sale process and by Hawkwood Consulting LLC, whose
founder Stephen J. Gawrylewski is Chief Restructuring Officer of
the Company.  Macquarie Capital (USA) Inc. is the financial
advisor.  PricewaterhouseCoopers LLP is a consultant.

The Debtors filed together with the petitions a motion seeking
authority to sell substantially all of their assets pursuant to a
bankruptcy auction.  The Company will seek to have the bankruptcy
auction held on Aug. 8, 2011.  No buyer is under contract to start
the auction.


AVION POINT: Sec. 341 Creditors' Meeting Set for Aug. 8
-------------------------------------------------------
The United States Trustee for Region 21 will convene a Meeting of
Creditors pursuant to Section 341(a) of the Bankruptcy Code in the
bankruptcy case of Avion Point West LLC on Aug. 8, 2011, at 10:00
a.m. at Orlando, Florida (6-60) - 135 West Central Blvd., 6th
Floor, Suite 600.

The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date without further
notice.

Proofs of claim are due by Nov. 7, 2011.

Meanwhile, the Bankruptcy Court issued an order authorizing the
Debtor to operate the business as Debtor-In-Possession.

                      About Avion Point West

Based in Longwood, Florida, Avion Point West LLC and its
affiliate, Orlando Country Aviation Services Inc., filed for
Chapter 11 bankruptcy protection (Bank. M.D. Fla. Case Nos.
11-10364 and 11-10365) on July 8, 2011.  Judge Karen S. Jennemann
presides over the Debtors' cases.  Frank M. Wolff, Esq., at Wolff
Hill McFarlin & Herron PA, represents the Debtor.  The Debtor
estimated assets between $10 million and $50 million, and debts
between $1 million and $10 million.

The petitions were signed by James PA Thompson, the managing
member.  Mr. Thompson is the developer of Orlando Apopka Airport
in northwest Orange County.  During the past decade, Mr. Thompson
has transformed Orlando Apopka Airport, on U.S. Highway 441
between Plymouth and Zellwood, from an old airfield called Orlando
Country Airport into a complex of hangar condominiums whose owners
now control the facility.


BANNING LEWIS: Houston Oil Company is Lead Bidder for Assets
------------------------------------------------------------
Cathy Proctor at the Denver Business Journal reports that the
leading bidder for Banning Lewis Ranch isn't a real estate
developer like the current owners.  The lead bidder is a Houston
oil and gas company hoping to lay claim to 18,000 undeveloped
acres to look for oil and gas.  The bid is subject to approval
from a federal bankruptcy judge in Delaware.

                         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.


BESO LLC: Judge Nakagawa Rejects Plea to Put Trustee
----------------------------------------------------
Tim O'Reiley at the Las Vegas Review-Journal reports that U.S.
Bankruptcy Court Judge Mike Nakagawa denied a request to place a
trustee in charge of Eve nightclub.  The closing of Eve has
triggered a new round in the Las Vegas legal battle for control of
its bankrupt parent company, Beso LLC.

According to the report, Eve's attorney Bart Larsen wrote in court
papers that the mall wanted to give Beso a chance to submit a
reorganization plan, expecting it would come "soon."  The Company
is currently negotiating with a potential investor to put more
money into the company to pull it out of bankruptcy.

                          About Beso, LLC

Beso, LLC, co-owned by "Desperate Housewives" star Eva Longoria,
filed for Chapter 11 bankruptcy protection on January 6, 2011
(Bankr. D. Nev. Case No. 11-10202).

Beso, LLC, runs a Las Vegas restaurant that opened two years ago.
It disclosed assets of $2,512,007 and liabilities of $5,680,339 in
the schedules attached to the Chapter 11 petition.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nevada, serves as counsel to the Debtor.

The petition was signed by William M. Braden, manager.


BLACK CROW: Lease Decision Period Extended Until Sept. 7
--------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida, in a July 12, 2011, order, approved the fifth
consent motion, further extending Black Crow Media Group, LLC, et
al.'s time to assume or reject unexpired leases of nonresidential
real property.

Pursuant to the consent order between the Debtor and Global Tower,
LLC:

   -- the Debtors' lease assumption/rejection deadline as to the
      Global Tower leases is extended until Sept. 7 or the
      effective date of the Chapter 11 plan, whichever is earlier;
      and

   -- if the Debtors fail to timely pay all rental obligations
      under their leases with Global Tower, Global Tower's consent
      will be automatically withdrawn, and the time of the Debtors
      to assume or reject the leases will be automatically deemed
      terminated as of July 8.

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities.


BLOCKBUSTER CANADA: Court Hearing on Name Use Delayed
-----------------------------------------------------
Jonathan Hayward at The Canadian Press reports that a court has
delayed a hearing that will decide whether Blockbuster Canada can
legally use the brand name as it goes through receivership.

The hearing had been scheduled for July 20, but has been bumped to
July 26 in a New York City court.

The new owner of Blockbuster USA, which did not buy Blockbuster
Canada, says it does not want the Canadian retailer to use the
name, according to The Canadian Press.

The report notes that the receiver in charge of selling
Blockbuster Canada has argued that stripping the chain of that
right would "devastate" business.

Movie and video game rental chain Blockbuster Canada shut down a
third of its stores in June as part of the receivership process,
with an estimated 1,400 employee layoffs, the report recalls.

The Canadian operations had acted as a guarantor for Blockbuster's
U.S. business, which went into bankruptcy protection in September.

                     About Blockbuster Canada

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., has operated video rental stores in Canada using the
Blockbuster trademarks since 1990.  It employs roughly 4,000
employees in more than 400 stores across 10 Canadian provinces.
Blockbuster Canada's corporate head office is located in
Etobicoke, Ontario.

Blockbuster Canada went into receivership in Canada on May 3,
2011.  Grant Thornton Limited was appointed by the Ontario
Superior Court of Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel for Grant Thornton.  Blockbuster Canada is estimated to
have $50 million to $100 million in assets and liabilities.

                      About Blockbuster Inc.

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

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

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


BORDERS GROUP: Savings Plan Annual Report Filed Late
----------------------------------------------------
Borders Group, Inc. filed with the U.S. Securities and
Exchange Commission on June 29, 2011, a notice of late filing
of an annual report for Borders Group, Inc. Savings Plan on Form
11-K for the year ended December 31, 2010.

Savings Plan Administrator Glen Tomaszewski said that as a result
of Borders' Chapter 11 case, the Company has been required to
devote a substantial portion of its personnel and administrative
resources, including the personnel and resources of its
accounting and financial reporting organization, to matters
relating to the Chapter 11 Cases.  This has resulted in a delay
in Borders' completion of its Annual Report on Form 11-K for its
fiscal year ended December 31, 2010, he explained.

The Company expects to file its Form 11-K with the SEC within the
time period prescribed in Rule 12b-25 under the Securities
Exchange Act of 1934, Mr. Tomaszewski said.

On February 16, 2011, Borders Group, Inc., Borders, Inc. and
certain of their subsidiaries filed voluntary petitions for
relief under Chapter 11 of the United States Code in the United
States Bankruptcy Court for the Southern District of New York.
The reorganization cases are being jointly administered as Case
No. 11-10614(MG) under the caption "In re Borders Group, Inc., et
al."  The Debtors continue to operate their business as "debtors-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and orders of the Bankruptcy Court.

The annual report on Form 11-K or portion thereof will be filed
on or before the 15th calendar year following the prescribed due
date, Mr. Tomaszewski told the SEC.

As a result of the pendency of the Chapter 11 Cases, the Company
has implemented modified periodic reporting under the Securities
Exchange Act of 1934 as set forth in Staff Legal Bulletin No. 2
adopted by the Staff of the SEC, Mr. Tomaszewski noted.  The
Company has not filed its Form 10-Q for its fiscal quarter ended
April 30, 2011 with the SEC.  The Company is unable at this time
to determine whether or when it may resume filing periodic
reports with the SEC in accordance with the Securities Exchange
Act, he added.

                     About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

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

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

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

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

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

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

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


BORDERS GROUP: Cautions Shareholders on Common Stock Trading
------------------------------------------------------------
Borders Group, Inc. cautioned its shareholders that trading in
shares of its common stock during the pendency of its Chapter 11
bankruptcy proceedings is highly speculative and poses
substantial risks, according to a July 5, 2011 regulatory filing
with the U.S. Securities and Exchange Commission.

Borders made the disclosure in connection with its entry into the
Asset Purchase Agreement with BB Brands, LLC and the Agency
Agreement with Hilco Merchant Resources, LLC, Gordon Brothers
Retail Partners, LLC; SB Capital Group, LLC; Tiger Capital Group,
LLC and Great American Group, LLC.

The Company expects that currently outstanding shares of its
common stock will be cancelled and extinguished upon confirmation
of a Chapter 11 plan by the United States Bankruptcy Court for
the Southern District of New York.  In this event, the Company's
shareholders will not be entitled to receive or retain any cash,
securities or other property on account of their cancelled shares
of common stock.  As a result, the Company expects that its
currently outstanding common stock will have no value.

Trading prices for the Company's common stock may bear little or
no relationship to the actual recovery, if any, by holders in the
Company's Chapter 11 bankruptcy proceedings.  Accordingly, the
Company urges extreme caution with respect to existing and future
investments in its common stock.

                     About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

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

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

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

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

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

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

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


BORDERS GROUP: Liquidation of All Stores May Begin July 22
----------------------------------------------------------
Borders Group, Inc. said that, in accordance with the terms of its
financing agreement, it will submit to the U.S. Bankruptcy Court
for the Southern District of New York for approval the previously
announced proposal from Hilco Merchant Resources, LLC, and Gordon
Brothers Retail Partners, LLC, to purchase the store assets of the
Borders business and administer a liquidation process.

Borders related that in the absence of a formal proposal from a
going concern bidder, it does not require an auction prior to
presenting the Hilco-Gordon Brothers proposal to the Court at a
scheduled hearing on Thursday, July 21, 2011.

"Following the best efforts of all parties, we are saddened by
this development," said Borders Group President Mike Edwards.  "We
were all working hard towards a different outcome, but the
headwinds we have been facing for quite some time, including the
rapidly changing book industry, eReader revolution, and turbulent
economy, have brought us to where we are now," he added.

"For decades, Borders stores have been destinations within our
communities, places where people have sought knowledge,
entertainment, and enlightenment and connected with others who
share their passion.  Everyone at Borders has helped millions of
people discover new books, music, and movies, and we all take
pride in the role Borders has played in our customers' lives," Mr.
Edwards continued, "I extend a heartfelt thanks to all of our
dedicated employees and our loyal customers."

Borders currently operates 399 stores and employs approximately
10,700 employees.

Subject to the Court's approval, under the Hilco-Gordon proposal,
liquidation is expected to commence for some Borders stores and
facilities as soon as Friday, July 22, with a phased rollout of
the program which is expected to conclude by the end of September.
Borders intends to liquidate under Chapter 11 of the Bankruptcy
Code and as a result, it expects to be able to pay vendors in the
ordinary course for all expenses incurred during the pendency of
its bankruptcy cases.

Borders also reserves the right to seek approval of a bid for 30
stores, subject to approval of the Official Committee of Unsecured
Creditors and DIP Lenders and if the bid becomes a Qualified Bid
on July 21, according to a July 18, 2011 notice with the Court.

A July 17 deadline was previously set for interested parties to
submit binding proposals for Borders' business.  However, as of
late Sunday, no going concern bids were received by the bookseller
chain.

Early Monday, on July 18, Reuters reported that Books-A-Million
Inc. was in talks to acquire a small number of Borders stores,
citing sources close to the Debtors' bankruptcy.  Borders did not
address the report when contacted by Reuters and the bookseller's
recent statement did not say whether formal talks with Books-A-
Million had taken place.

Borders also did not mention whether Barnes & Noble, which was
said to be interested in buying some Borders stores, made an
offer, and a Barnes & Noble spokesperson declined to comment,
Reuters states.

Najafi Co. did not submit a proposal for the bookseller's assets,
according to Matt Townsend and Tiffany Kary of Bloomberg News.
"We will not, reluctantly," be making a bid, said Najafi Chief
Executive Officer Jahm Najafi in an emailed statement to
Bloomberg.

Najafi's affiliate, BB Brands, LLC, previously made a $450 million
bid for Borders' assets, but talks collapsed over the seemingly
lack of commitment on Najafi's part to keep the bankrupt book
chain operating as a going concern.

According to Bloomberg's undisclosed source, Najafi did not intend
to liquidate the company but could not remove the clause because
it was still trying to bargain with publishers, who have refused
to return to normal financial terms.

The Borders chain's demise, according to The Wall Street Journal,
could speed the decline in sales of hardcover and paperback books
as consumers increasingly turn to downloading electronic books or
having physical books mailed to their doorsteps.

                     About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

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

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

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

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

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

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

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


BORDERS GROUP: Kobo Says eReading is Business as Usual
------------------------------------------------------
The management of Kobo, a global leader in eReading with over 4.2
million users in more than 100 countries worldwide, has issued
comments relating to the ongoing liquidation of Borders to clarify
misconceptions about Kobo that have been inaccurately reported by
the media and misunderstood by consumers.

Kobo management provides the following facts regarding the
company:

Kobo is a privately-held company that offers over 2.4 million
eBooks, newspapers, and magazines -- one of the largest eReading
catalogues in the world.

Readers from over 100 countries across the globe download and read
using Kobo's top-ranked free eReading applications for iPad,
iPhone, BlackBerry, Android, Windows and MacOS. Kobo is the
eReading application of choice for leading tablet OEMs.

While Borders is one of the early investors in Kobo, it holds only
a minority stake in Kobo, approximately 11 percent.  The Borders
shares are subject to the terms of the Kobo shareholders'
agreement which, among other things, restricts their transfer or
disposition.

Borders serves as part of Kobo's distribution in the U.S. along
with Best Buy, Walmart, Sears and other top retailers.

Kobo does not rely on Borders for content.  Kobo owns the
publishing agreements and has direct relationships with all major
publishers, including Random House, Simon & Schuster,
HarperCollins, St. Martin's Press and many more.  Kobo is solely
responsible for payment to publishers for eBooks sold through the
Kobo platform and publishers will continue to be paid on time as
usual.

For some time, Kobo and Borders have been in the process of
transitioning Borders' customers' eBook accounts to Kobo, in order
to provide such customers direct access to the most up-to-date
eReading functionality, apps and devices.  All Borders customers
that have transitioned to Kobo shall enjoy uninterrupted access to
their e-Reading accounts.  Kobo shall continue to work with
Borders to transition customer accounts to Kobo.

For those Borders customers who haven't transferred their eBook
libraries to Kobo, the process is quick and easy.  Borders
customers can visit kobo.to/bmigrate to transfer their Borders
eBook library to Kobo.  No additional steps are required to
continue reading on your Kobo eReader.  For those Borders
customers that are using Borders apps to access their eBook
libraries, visit kobo.com to download a free Kobo eReading app for
your computer, smartphone or tablet.

Owners of Kobo eReaders will continue to use their Kobo eReader as
usual, and be able to browse and shop for new titles in the Kobo
Store with no interruption or change in service.

Kobo continues to grow in the U.S. and around the world.  Kobo is
very pleased with progress of the launch of the new Kobo eReader
Touch Edition which is available at leading retailers including
Indigo, Walmart, Best Buy and WH Smith.

Kobo continues to build international growth with the successful
launch of Kobo in Germany, the first rollout of several planned
international launches.

As an interested party in the Borders bankruptcy proceedings, Kobo
has made certain filings with the court to preserve its legal
rights moving forward.

Kobo offers their continued support to the Borders' community of
employees, families and friends.

Statement from Michael Serbinis, CEO, Kobo, Inc.:

"As one of the early investors in Kobo, Borders has a minority
stake in our company and serves as part of our distribution in the
U.S. along with Walmart, Best Buy, Sears and other leading
retailers.  As a member of the broader book publishing and
retailing community, we are watching Borders' story and will offer
our support to Borders and their employees.  Kobo will continue to
serve Borders customers - in this time of transition as well as
moving forward - to provide the ultimate eReading experience and
one of the widest selection of eBooks available to the eReading
community worldwide."

                        About Kobo, Inc.

Kobo is a global eReading service with more than 2.4 million
eBooks, magazines and newspapers - one of the largest eReading
catalogues in the world.  Kobo believes consumers should have the
freedom to read any book on any device and has attracted millions
of readers from over 100 countries across the globe.  Kobo has top
ranked eReading applications for iPad, iPhone, BlackBerry,
Android, Windows and MacOS, and is the eReading application of
choice for leading tablet OEMs. The Kobo Wireless eReader and the
new Kobo eReader Touch Edition are available at leading retailers,
including Indigo, Walmart, Best Buy and WH Smith. Kobo's
innovative Reading Life is an industry-first comprehensive social
eReading experience - Kobo users can earn awards simply for time
spent reading and encouraging others. Kobo is backed by majority
shareholder Indigo Books & Music Inc, Cheung Kong Holdings, and
institutional investors.

                     About Borders Group

Borders Group operates book, music and movie superstores and mall-
based bookstores.  At Jan. 29, 2011, the Debtors operated 642
stores, under the Borders, Waldenbooks, Borders Express and
Borders Outlet names, as well as Borders-branded airport stores in
the United States, of which 639 stores are located in the United
States and 3 in Puerto Rico.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

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

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

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

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

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

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

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


BRONX HEIGHTS: Ch. 11 Case Dismissed at Behest of NYC Agency
-------------------------------------------------------------
Judge Shelley C. Chapman dismissed the Chapter 11 cases of Bronx
Heights Neighborhood Community Corporation and its alleged "Joint
Debtor" Heights Interneighborhood Council HDFC, at the request of
the New York City Housing Preservation and Development.

Marc DeMilt, Esq., attorney at the HPD, argues that (a) the
automatic stay is not applicable to the real properties listed in
the Debtors' Chapter 11 petition because neither Bronx Heights nor
Heights HDFC have any legal or equitable interest in the
properties and those properties are not part of the Debtors'
estates under 11 U.S.C. Sec. 541(a) because (i) the three Davidson
Avenue properties were sold at foreclosure to the City of New York
pre-Petition; and (ii) the Inwood Avenue property is owned by
Inwood Heights HDFC, not a debtor in the chapter 11 case.

The HPD also contends that the Debtors' cases should be dismissed
for cause under 11 U.S.C. Sec. 1112(b), including for lack of good
faith and the fact that the Debtors do not own any property that
can be administered in the Chapter 11.

Judge Chapman issued to the Debtors an Order to Show Cause and
held a hearing on July 7.  At the hearing, the Debtors' lawyer,
Peter Anderson, Esq., consented to the voluntary dismissal of the
Debtors' Chapter 11 case.

In dismissing the bankruptcy case, Judge Chapman held that Joseph
Strasburg, the Referee in the Davidson Avenue foreclosure actions
(Index No. 251224/08, Supreme Court, Bronx County), and the City
of New York will be free to take all further steps necessary to
transfer title to the Davidson Properties.  If any bankruptcy
filing is made to prevent the transfer of title to the City of New
York or its nominee with respect to the Davidson Properties, that
filing will be void ab initio and will not invoke the automatic
stay or invalidate the transfer of title to the Davidson
Properties.

The Debtors are directed to pay to the United States Trustee the
appropriate sum required pursuant to 28 U.S.C. Sec. 1930 and any
applicable interest thereon pursuant to 31 U.S.C. Sec. 3717.

The U.S. Trustee previously requested that a Meeting of Creditors
pursuant to 11 U.S.C. Sec. 341(a) be held on Aug. 3, at 2:30 p.m.
at 80 Broad St., 4th Floor, USTM.

According to court filings, the Debtors largest unsecured
creditors are: the New York City Finance, owed $734,136; the New
York Water Board, owed $573,055; the New York State Workers'
Compensation Board, owed $249,500; and the New York State
Department of Taxation and Finance, owed $57,000.

                        About Bronx Heights

Bronx Heights Neighborhood Community Corporation and its joint
debtor -- Heights Interneighborhood Council HDFC -- filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 11-13104) June 27,
2011.  Bronx Heights is a not-for-profit organization.  In 1976,
local residents founded BHNCC to address vacant, abandoned, and
commercial areas.  According to Crain's New York Business, the
organization owns 10 buildings in Bronx.  Court papers say Bronx
Heights asserted interest, valued at $12 million, in four
properties: 1664 Davidson Ave., 1694 Davidson Ave., 1702 Davidson
Ave. and 1484 Inwood Ave.

The case was originally reassigned from Judge James M. Peck to
Judge Martin Glenn.  The Law Offices of Peter F. Anderson, Jr. --
pandersonbronx@aol.com -- serves as the Debtors' counsel.  Bronx
Heights estimated assets and debts of $10 million to $50 million
as of the Chapter 11 filing.  Unsecured non-priority claims total
$6.1 million.


CALIFORNIA GAS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: California Gas Station, LLC
        1484 Gable Court
        Tracy, CA 95376

Bankruptcy Case No.: 11-37370

Chapter 11 Petition Date: July 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Sunita Kapoor, Esq.
                  LAW OFFICES OF SUNITA KAPOOR
                  4115 Blackhawk Plaza Circle, #100
                  Danville, CA 94506
                  Tel: (925) 736-2324

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/caeb11-37370.pdf

The petition was signed by Roshan S. Minhas, managing member.


CARGO TRANSPORTATION: Judge Bars DLA Piper as Counsel to Committee
------------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Michael Williamson barred DLA Piper on Monday from
representing the creditors committee in Cargo Transportation
Services Inc.'s Chapter 11 case, after a U.S. trustee protested
the firm's expense and potential conflicts.

Judge Williamson vacated his own June 23 appointment of DLA Piper
as counsel for the official committee of unsecured creditors,
siding with U.S. Trustee Donald Walton, Law360 relates.

                  About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  Jennis & Bowen, P.L.,
serves as substitute counsel.  1 Source Partners Inc. and Accell
Audit & Compliance P.A., serve as its certified public
accountants.  The Debtor also tapped Ruden McClosky P.A. as its
special counsel.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Chapter 11 proceedings.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CCS CORP: Moody's Withdraws 'Caa2' Senior Unsecured Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 (LGD-5, 87%)
senior unsecured rating on CCS Corporation's proposed notes issue.
The withdrawal follows the cancellation of the offering of $675
million principal amount of senior unsecured notes. CCS's other
ratings are not impacted by this withdrawal.

The principal methodology used in rating CCS the Global Oilfield
Services Industry Methodology, published December 2009.

CCS Corporation is a Calgary, Alberta, based oilfield services
company providing waste management and other oil field services
through five divisions. CCS had revenues of C$3.4 billion over the
last twelve months ending March 31, 2011.


CENTRAL FALLS, R.I.: Heads Toward Bankruptcy; Library Closes
------------------------------------------------------------
Lynn Blumenstein at LibraryJournal.com reports that the Central
Falls Free Public Library (CFFPL), Rhode Island, closed its doors
July 1, a victim of the city's large debt burdens.  The report
relates that the city has been in receivership since May 2010 in
an effort to avoid bankruptcy.

While CFFPL's last annual budget was just over $224,515, Central
Falls faces an FY11-12 deficit of $4.9 million out of a
$16 million budget, the report notes.

The report, citing the New York Times, says that the larger issue
is the municipality's inability to pay out pensions, as the
Central Falls pension fund is facing depletion by October.

Library Journal discloses that as this scenario could affect the
entire state's fiscal standing, especially bond ratings, serious
attention is being paid to Central Falls's status.

Representatives from the governor's office, the library board, the
state-appointed receiver, and the State of Rhode Island's Office
of Library & Information Services (OLIS) are working on a plan for
the library's future, the report says.

The report relates that OLIS's Chief Library Officer Howard
Boksenbaum told LJ that he couldn't predict when the library would
reopen but the Providence Journal reported June 29 that CFFPL
could open in the fall.

                 About Central Falls, Rhode Island

Central Falls is a city in Providence County, Rhode Island, United
States.  The population was 18,928 at the 2000 census.

Former Rhode Island Supreme Court Judge Robert Flanders has been
named as receiver for the city of Central Falls.  Mr. Flanders
replaced Mark Pfeiffer who served as receiver since the city was
taken under state government control last July.

Rhode Island is one of about 25 states that do not have a statute
authorizing its towns to use federal bankruptcy court.

                            *     *     *

In June 2011, Moody's Investors Service downgraded to Caa1 from B3
the City of Central Falls' (RI) general obligation bond rating,
affecting approximately $20.8 million in outstanding debt. The
outlook remains negative.

The downgrade reflects Moody's view that the mounting challenges
facing the city to secure additional liquidity to fund operations
in fiscal 2012 and achieve progress toward longer-term structural
reforms have increased the probability of a Chapter 9 bankruptcy
filing and the potential for a payment default resulting in losses
to bondholders.


CENTRAL FALLS, R.I.: Receiver Seeks $2.5MM in Concessions
---------------------------------------------------------
The Associated Press reports that Robert Flanders Jr., the state-
appointed receiver for the city of Central Falls, Rhode Island, is
set to discuss with the city's retired police officers and
firefighters a plan that calls for significant pension cuts to
help avoid municipal bankruptcy.  The AP relates Mr. Flanders said
in a recent letter to the retirees he is seeking $1.75 million in
pension cuts and another $725,000 in benefits concessions.  He was
scheduled to hold a public meeting with the retirees on Tuesday at
Central Falls High School.

Central Falls faces $80 million in unfunded pension and benefits
obligations together with an estimated $25 million in deficits
over the next five years.  Without significant concessions, Mr.
Flanders, a former Rhode Island Supreme Court judge, has said the
city might be forced to file for bankruptcy protection in federal
court.

Mr. Flanders replaced Mark Pfeiffer who served as receiver since
the city was taken under state government control in July 2010.

As reported by the Troubled Company Reporter on Feb. 3, 2011,
Edith Honan at Reuters Legal said Mr. Pfeiffer, a retired Rhode
Island Superior Court judge, had warned the city might need to
turn to a rarely used Chapter 9 municipal bankruptcy if major
fiscal reforms are not implemented.  Reuters said it is not clear
whether the city is eligible to file for Chapter 9 as Rhode Island
is one of about 25 states that do not have a statute authorizing
its towns to use federal bankruptcy court.

Allysia Finley, assistant editor of The Wall Street Journal's
OpinionJournal.com, said in February 2011 that Central Falls will
likely have to be hooked up to the state IV or merge services with
Pawtucket, a nearby town.  Central Falls was denied bankruptcy,
which, Ms. Finley said, would allow it to break its collective-
bargaining agreements and force public employees to accept
significant cuts.

                 About Central Falls, Rhode Island

Central Falls is a city in Providence County, Rhode Island, United
States.  The population was 18,928 at the 2000 census.

Former Rhode Island Supreme Court Judge Robert Flanders has been
named as receiver for the city of Central Falls.  Mr. Flanders
replaced Mark Pfeiffer who served as receiver since the city was
taken under state government control last July.

Rhode Island is one of about 25 states that do not have a statute
authorizing its towns to use federal bankruptcy court.

                            *     *     *

In June 2011, Moody's Investors Service downgraded to Caa1 from B3
the City of Central Falls' (RI) general obligation bond rating,
affecting approximately $20.8 million in outstanding debt. The
outlook remains negative.

The downgrade reflects Moody's view that the mounting challenges
facing the city to secure additional liquidity to fund operations
in fiscal 2012 and achieve progress toward longer-term structural
reforms have increased the probability of a Chapter 9 bankruptcy
filing and the potential for a payment default resulting in losses
to bondholders.


CHICKEN OUT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Chicken Out, Inc
        dba Chicken Out Holdings, Inc
        dba c-o Sandy Springs, LLC
        dba c-o Shoppes of Olney, LLC
        dba c-o Ballston Commons, LLC
        dba c-o Cotswold, LLC
        dba c-o Bradlee Center, LLC
        dba c-o Rock Creek, LLC
        dba c-o Hunter Mill Plaza
        dba c-o Columbia Crossings, LLC
        dba c-o Of Germantown, LLC
        dba c-o Chain Bridge Road, LLC
        dba c-o Bowie, LLC
        dba c-o Sterling, LLC
        dba c-o Plaza America, LLC
        dba c-o Spring Valley, LLC
        dba c-o River Hill Center, LLC
        dba c-o Festival at Woodholme, LLC
        dba c-o Bethesda Avenue, LLC
        dba c-o Cabin John, LLC
        dba c-o Park Place, LLC
        dba c-o Old Town, LLC
        dba c-o Keene Mill Center, LLC
        dba c-o Annapolis Mall, LLC
        dba c-o Falls Plaza, LLC
        dba c-o Springfield Plaza, LLC
        dba c-o Snellville, LLC
        dba c-o of Dulles Park, LLC
        dba c-o Kentlands
        dba c-o Potomac Place, LLC
        dba c-o 270 Center, LLC
        dba c-o Washingtonian, LLC
        dba c-o Fair Lakes, LLC
        dba c-o Rockville Pike, LLC
        15952 - A Shady Grove Road
        Gaithersburg, MD 20877

Bankruptcy Case No.: 11-24557

Chapter 11 Petition Date: July 14, 2011

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

Judge: Paul Mannes

Debtor's Counsel: Robert K. Goren, Esq.
                  GOREN, WOLFF & ORENSTEIN, LLC
                  15245 Shady Grove Road, Suite 465
                  North Lobby
                  Rockville, MD 20850
                  Tel: (301) 984-6266
                  E-mail: tlazo@gwolaw.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/mdb11-24557.pdf

The petition was signed by Richard Hindin, president.


CLOROX CO: S&P Ratings Could Drop to 'B' Levels After LBO
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Clorox
Co., including the 'BBB+' corporate credit rating, on CreditWatch
with negative implications.

The CreditWatch placement follows reports that Clorox received a
buyout offer from Icahn Enterprises L.P. for $76.50 per share, in
a transaction that could be valued at about $12 billion.

"In our opinion, a meaningfully debt-financed transaction would
significantly weaken Clorox's credit protection measures well
below current levels, which include a ratio of lease- and pension-
adjusted total debt to EBITDA of about 2.4x, and a ratio of funds
from operations to total debt of about 30%, for the 12 months
ended March 31, 2011," said Standard & Poor's credit analyst Susan
Ding. "We expect Clorox to maintain leverage at about 2.5x to
maintain the current rating. We could consider a downgrade of the
ratings if leverage rises above 3.0x."

According to the offer letter dated July 14 from Carl Icahn, the
transaction could be executed with a $7.8 billion in financing led
by Jefferies & Co. and $3.8 billion in cash. "If the transaction
is completed and financing is as proposed, we estimate pro forma
leverage would be close to 6.5x, assuming $7.8 billion in total
debt and adjusted trailing 12 month EBITDA of about $1.2 billion.
This could result in ratings being lowered into the 'B' category,"
S&P related.

"Clorox had about $2.5 billion of total reported debt outstanding
as of March 31, 2011. Currently, we view the company's business
risk profile as strong and its financial risk profile as
intermediate," S&P said.

"We will resolve the CreditWatch when more information regarding
the transaction and financing becomes available. We will then
assess the company's financial policy and the impact of any
potential transaction on the company's capital structure," S&P
added.


COLONIAL BANCGROUP: Court Says Plan Trustee Can Hire Quinn Emanuel
------------------------------------------------------------------
Bankruptcy Judge Dwight H. Williams, Jr., overruled Branch Banking
& Trust's objection to the request of Kevin O'Halloran, the
trustee for The Colonial Bancgroup Inc. Chapter 11 plan, to retain
Quinn Emanuel Urquhart & Sullivan LLP to serve as the Debtor's
special litigation and conflicts counsel and, in that capacity, to
represent the Debtor in all contested matters, adversary
proceedings and civil actions that have been or may be commenced
by or against the Debtor, as determined by the Debtor, and with
respect to such other matters as the Debtor may determine from
time to time.

Colonial Bancgroup's plan as initially proposed gave the Plan
Committee the ability to pursue designated causes of action and to
receive compensation and reimbursement of expenses for the
services from the Debtor's estate.  BB&T objected to this
proposal, and the Court denied confirmation of the plan.

Colonial Bancgroup amended the plan to provide that the Plan
Committee would serve in a purely advisory capacity and that the
Committee and its professionals would not be entitled to
compensation from estate property.  The plan, as amended, was
confirmed.

BB&T contends that Quinn Emanuel is not qualified under 11 U.S.C.
Sec. 327 to represent Colonial Bancgroup.  BB&T states that Quinn
Emanuel has actively and extensively represented at least seven
hedge fund creditors in the Debtor's case, three of which were
ultimately appointed to the Plan Committee as a result of Quinn
Emanuel's advocacy.

Quinn Emanuel, among others, represented hedge fund Marble Arch
Investments LLC during the case.

BB&T recounts that the hedge funds manage millions of dollars of
the Debtor's outstanding bond indebtedness, which indebtedness was
purchased for cents on the dollar and with the premeditated intent
of speculating on the Debtor's bankruptcy proceedings and, in
particular, the Debtor's estate causes of action.  Quinn Emanuel
also aggressively advocated on its clients' behalf for control of
the Debtor's estate causes of action.

Colonial Bancgroup contends that Quinn Emanuel has no conflict of
interest because it no longer represents any creditors in the
case, having terminated its relationship with former clients.
Quinn Emanuel, going forward, will represent only the Debtor and
trustee, and the interests of the unsecured bondholders are
aligned with the Debtor's liquidating estate.  The claims of the
bondholders are undisputed, and Mr. O'Halloran is not aware of any
claims against the bondholders.

Colonial Bancgroup also notes that the estate is controlled by an
independent trustee.  No one controls the Debtor's estate except
for Mr. O'Halloran, an independent fiduciary.  The plan gives him
the power to employ professionals on behalf of the estate in the
ordinary course of business.  BB&T, a defendant in litigation by
the estate, is improperly seeking to influence the Debtor's choice
of counsel and to override the decisions of an independent
trustee.

Judge Williams agreed that Quinn Emanuel has no actual conflict of
interest.  "Although its former clients may serve on the Plan
Committee, Quinn Emanuel does not represent either these clients
or the Plan Committee, and the Plan Committee serves in merely an
advisory capacity to the Plan Trustee.  Quinn Emanuel is not
beholden to any creditors or the Committee.  Quinn Emanuel is
beholden solely to the Plan Trustee.  Its ethical duties run to
the Trustee and to the court," Judge Williams said.

BB&T is represented by:

          N. Chris Glenos, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Tel: 205-521-8721
          Fax: 205-488-6721
          E-mail: cglenos@babc.com

A copy of Judge Williams' July 15, 2011 Order is available at
http://is.gd/MkLnh1from Leagle.com.

                   About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup Inc.
(NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary.
Colonial Bank -- http://www.colonialbank.com/-- operated 354
branches in Florida, Alabama, Georgia, Nevada and Texas with over
$26 billion in assets.  On Aug. 14, 2009, Colonial Bank was seized
by regulators and the Federal Deposit Insurance Corporation was
named receiver.  The FDIC sold most of the assets to Branch
Banking and Trust, Winston-Salem, North Carolina.  BB&T acquired
$22 billion in assets and assumed $20 billion in deposits of the
Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to
the Debtor.  The Debtor disclosed $45 million in total assets and
$380 million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.

In June 2011, the bankruptcy judge signed a confirmation order
approving Colonial BancGroup's Chapter 11 plan over objection from
the Federal Deposit Insurance Corp.


CMDA DE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: CMDA De Puerto Rico Inc.
        P.O. BOX 6181
        Bayamon, PR 00961

Bankruptcy Case No.: 11-05973

Chapter 11 Petition Date: July 14, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wanda I. Luna Martinez, Esq.
                  LUNA LAW OFFICES
                  PMB 389
                  P.O. Box 194000
                  San Juan, PR 00919-4000
                  Tel: (787) 998-2356
                  Fax: (787) 200-8837
                  E-mail: quiebra@gmail.com

Scheduled Assets: $747,664

Scheduled Debts: $2,545,365

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-05973.pdf

The petition was signed by Jose Angel Olalde Rangel, president.


COMMONWEALTH BANKSHARES: Regulators Approve Donald Price as CCO
---------------------------------------------------------------
Commonwealth Bankshares, Inc., named Donald B. Price as chief
credit officer after receiving approval from federal and state
banking authorities.  Price replaces Chris Beisel, who was
appointed by the board of directors as president and CEO of the
company in May after serving as interim president since December
2010.

Commonwealth Bankshares and its bank, the Bank of Commonwealth,
have been operating since July 2010 under a written agreement with
the Federal Reserve of Richmond and Virginia's Bureau of financial
institutions.  The agreement calls for the company to address
credit quality and capital concerns.

"Don has the experience and level of knowledge we need to head our
credit area, particularly in commercial real estate and small
business lending," Mr. Beisel said.  "We have worked very hard at
creating a new credit culture for our bank.  Don understands the
new infrastructure and what regulators expect from us."

Commonwealth hired Price in 2009 as a senior commercial lending
officer, assigning the banking veteran a troubled loan portfolio
consisting primarily of commercial real estate and land
development.  Mr. Price joined the company as it began to
aggressively deal with bad loans.

"I knew the challenges before I accepted the job," said Mr. Price,
who has spent all of his 24 years in commercial lending in the
Hampton Roads area.  "We have in place a new credit risk
management system that was essential in moving the company in the
right direction.  We've made a tremendous amount of progress in a
very short time."

The company recently announced that it has appointed FIG Partners
LLC of Atlanta, Ga., and McKinnon & Company, Inc., of Norfolk,
Va., to explore 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., and the accounting firm KPMG, LLP of Norfolk,
Va.

"They're very important to our efforts to identify strategic
opportunities that will strengthen our capital position and
improve our financial performance," Mr. Beisel said.

Mr. Price, 54, began his banking career as a branch manager in
Newport News after graduating from Old Dominion University in
Norfolk, Va., where he studied finance and real estate before
earning a bachelor's degree in business administration.  Mr. Price
has continued his education throughout his career, focusing in the
areas of commercial lending, commercial credit and financial
analysis, small business lending, corporate banking, and
accounting.

Experienced in secondary and capital markets lending, Price joined
Commonwealth from Commercial Loan Services of Hampton, Va., where
he provided loan sale advisory services and commercial loan
alternatives for banks, realtors and commercial brokers.  From
2004 to 2008, Price was vice president of commercial wholesale
lending for Lehman Brothers in Hampton.

"We are fortunate to have someone of his ability, particularly at
this time," Mr. Beisel said.  "Don will play a major role as we go
forward."

                   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.


COMPOSITE TECHNOLOGY: Court Approves Auction of Assets on Aug. 4
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Composite Technology Corporation, et al., to sell
substantially all of their assets at an Aug. 4 auction in
Courtroom 5C of the U.S. Bankruptcy Court, at 411 West Fourth
Street, Santa Ana, California.

The assets generally constitute all of the Debtors' operating
assets, including patents.  The Debtors are offering to sell the
assets, together or piecemeal, to one or more bidders.  The
Debtors will consider bids for either all or part of the assets

The stalking horse bid deadline is set for July 11, alternatively,
all other qualified bids must be received no later than 12:00 noon
(prevailing Pacific time) on Aug. 2.

If, however, no such qualified bids are received by the bid
deadline, then the auction will not be held.  PFG will be deemed a
qualified bidder only if an auction is held and solely to the
extent of its credit bid rights under Section 363(k) of the
Bankruptcy Code, provided, however, that all of secured creditor
Partners for Growth II. L.P.'s credit bid rights will be deemed
waived at such time as a qualified bid is received that equals or
exceeds $11 million.

The Court will conduct the sale hearing on Aug. 4, at 10:00 a.m.,
immediately after the conclusion of the auction.

The closing of the sale transaction is set for Aug. 15, or such
other date that is determined by the Debtors.

The Court also approved of a break-up fee in an amount to be
determined by the Debtors, PFG and the Committee, and after notice
to the Court, based on the cash consideration included in such
bid, but which amount will not exceed 3% of the cash consideration
included in the stalking horse bid.

                            Objection

Prior to the approval of the auction procedures, PFG filed a
limited objection to the Debtors' sale motion.  PFG said it needs
to ensure that its statutory right under Section 363(k) of the
Bankruptcy Code to submits a bid at the proposed sale up to the
full amount of its claim is acknowledged and protected, a point on
which the sale procedures motion is silent.  PFG related that in
discussions of the issue with the Debtors, PFG agreed to waive its
credit bid rights if its claim were paid in full from the proceeds
of the sale.  The Debtors' proposed order provided simply that PFG
waives its credit bid right if a minimum bid of at least $10
million was received.  PFG's agreement to waive its Section 363(k)
rights, however, is contingent on an acknowledgment of its right
to credit bid and the Debtors' receipt of a bid in a sum
sufficient to pay the full amount of PFG's allowed claim, which it
estimates at approximately $11 million, after payment of any
break-up fee and amount due to the Debtors' investment banker on
account of the sale

                    About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation - http://www.compositetechcorp.com/-- develops,
produces, markets and sells energy efficient and renewable energy
products for the electrical utility industry.  As of March 31,
2011, the Company has one business segment: CTC Cable Corporation.

CTC Cable produces and sells ACCC(R) conductor products and
related ACCC(R) hardware products.  ACCC(R) conductor has been
sold commercially since 2005 and is currently marketed worldwide
to electrical utilities, transmission companies and transmission
design/engineering firms.

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.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed $5,855,670 in assets and $12,395,916 in
liabilities 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 Debtors also
tapped Marsch Fischmann & Breyfogle LLP as special intellectual
property approval counsel; Knobbe, Martens, Olson & Bear, LLP as
special patent litigation counsel; McIntosh Group as special
intellectual property counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Steptoe & Johnson LLP represents the Committee.


CREDITRON FINANCIAL: Covattos to Face Suit Over Misuse of Funds
---------------------------------------------------------------
Ed Palatella at Erie Times-News reports that John Melaragno, the
court-appointed trustee for Telatron, claimed Alfred Covatto's
role was much more than a consultant for Unicredit.  The trustee
said Mr. Covatto all but ran Unicredit America Inc., located at a
building Alfred Covatto and his wife own at 1537 W. 39th St., just
south of the Telatron complex at 1545 W. 38th St.

The report notes that Unicredit's president, Michael Covatto,
Alfred Covatto's son, has already said, under questioning from an
Erie County judge, that his father, Telatron's chief executive,
acted as a consultant for Unicredit.

The trustee said it is preparing to file a legal action against
Alfred Covatto and Joyce Covatto, Telatron's president, alleging
they were wrongly using the corporate funds of the bankrupt
Telatron for "noncorporate activities" -- the operation of
Unicredit.

Based in Erie, Pennsylvania, Creditron Financial Corporation dba
Teletron Marketing Group Inc. filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No.: 08-11289) on July 3, 2010.
Stephen H. Hutzelman, Esq., Plate Shapira Hutzelman Berlin May, et
al., represents the Debtor.  Debtor's financial condition as of
July 3, 2008, showed $3 million in total assets, and $4.8 million
in total debts.


CUMULUS MEDIA: S&P Keeps 'B' Credit Rating on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services raised the preliminary ratings
on Cumulus' proposed first-lien bank debt to 'BB' from 'B+' and
revised the preliminary recovery rating to '1' from '3'. The
proposed first-lien bank debt consists of a $1.25 billion first-
lien term loan due 2018 and a $375 million revolver due 2016. "We
revised the preliminary recovery rating based on the decrease in
proposed first-lien debt as a result of the company splitting its
proposed term loan into two tranches," S&P stated.

"At the same time, we issued a preliminary 'B-' issue-level rating
to Cumulus' proposed $790 million second lien term loan due 2018
with a preliminary recovery rating of '6', indicating our
expectation of negligible (0% to 10%) recovery for lenders in the
event of payment default," S&P related.

"We determined the preliminary bank loan ratings in relation to
our expected consolidated corporate credit rating of 'B+' for the
company, which we expect to assign following the successful
completion of the Citadel acquisition. If the acquisition is not
completed, we will withdraw the preliminary ratings," S&P said.

All other Cumulus and Cumulus Media ratings will remain on
CreditWatch with positive implications pending Cumulus' merger
with Citadel Broadcasting Corp. "Our ratings are subject to review
of the final documentation. Upon completion of our review, we will
issue our final ratings, which may be different from our
preliminary ratings," S&P related.

"The continued CreditWatch listing reflects our view that
consolidated debt leverage and financial risk for the combined
entity of Cumulus, Citadel, and CMP Susquehanna Radio Holdings
Corp. will be meaningfully lower than at Cumulus prior to the
merger," said Standard & Poor's credit analyst Jeanne
Shoesmith.

"Pro forma for the proposed transaction, we estimate that the
consolidated company's pro forma lease-adjusted debt leverage will
be in the mid-6x to low-7x area (depending on the final stock
election by shareholders), compared to Cumulus' current lease-
adjusted debt leverage of 7.0x on March 31, 2011," S&P said.

"If expected cost synergies are included, pro forma lease-adjusted
debt leverage drops to the high-5x to low-6x range. The
consolidated company's increased scale, geographic diversity,
potentially higher pricing power, along with stronger credit
metrics than premerger Cumulus, could be consistent with a
'B+' corporate credit rating," S&P stated.

Under the terms of the proposed transaction, which the boards of
both Citadel and Cumulus have approved, Citadel stockholders can
elect to receive $37 in cash and 8.525 shares of Cumulus Class A
common stock for each share of Citadel's common stock. The
transaction values Citadel at an enterprise value of approximately
$2.5 billion. In conjunction with the merger, Cumulus is acquiring
the remaining equity interests in Cumulus Media Partners LLC and
assuming the existing debt at CMP Susquehanna Radio Holdings Corp.
The company plans to refinance all outstanding debt of Cumulus,
CMP, and Citadel as part of the transaction.

The combination will create a new company with a sizable presence
in both large and midsize markets throughout the U.S. "We estimate
that pro forma revenues (assuming no major divestitures) for the
combined entity were roughly $1.2 billion as of March 31, 2011,
which we believe is moderately less than revenues at the second-
largest U.S. radio broadcaster, CBS Corp," S&P said.

"We could raise the rating if Cumulus completes the acquisition of
Citadel. In concluding our CreditWatch review, we will evaluate
the terms of the capital structure of the combined entity, as well
as its business and financial strategies," S&P related.


DAIRY PRODUCTION: Has Exclusive Right to File Plan Until Aug. 15
----------------------------------------------------------------
The Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for
the Middle District of Georgia, in a bridge order, extended Dairy
Production Systems - Georgia, LLC's exclusive period to file a
Chapter 11 plan until Aug. 15, 2011.

The Debtors asked the Court to extend their exclusive periods to
file and solicit acceptances for the proposed plan until Oct. 7,
and Dec. 5, respectively.

The Debtors explained they need more time to (i) negotiate
concerns of Agricultural Funding Solutions, LLC; and (ii) work
with Morgan Joseph to determine the value of their business and
identify potential sources of financing and capital.

The Court also ordered that consideration of the relief requested
in the motion is continued until Aug. 10, 2011 at 2:00 p.m.

                       About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  Morgan Joseph TriArtisan LLC serves as their
financial advisor and investment banker. DPS Georgia disclosed
assets of $6,178,324 and debts of $19,182,907 as of the Petition
Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DBDR LIMITED: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DBDR Limited Partnership
        360 East Avenue North, Ste B4b
        Ketchum, ID 83340

Bankruptcy Case No.: 11-41177

Chapter 11 Petition Date: July 15, 2011

Court: United States Bankruptcy Court
       District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Randal J. French, Esq.
                  BAUER & FRENCH
                  P.O. Box 2730
                  Boise, ID 83701-2730
                  Tel: (208) 383-0090
                  Fax: (208) 383-0412
                  E-mail: rfrench@bauerandfrench.com

Scheduled Assets: $1,733,848

Scheduled Debts: $1,777,757

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb11-41177.pdf

The petition was signed by Rebecca MacLaren, member manager Beppy
LLC, general partner.


EAGLE TREMONT: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eagle Tremont, LLC
        9349 China Grove Church Road
        Pineville, NC 28134

Bankruptcy Case No.: 11-04469

Chapter 11 Petition Date: July 15, 2011

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Jane H. Downey, Esq.
                  MOORE TAYLOR & THOMAS PA
                  1700 Sunset Blvd.
                  P.O. Box 5709
                  West Columbia, SC 29171
                  Tel: (803) 796-9160
                  E-mail: jane@mttlaw.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/scb11-04469.pdf

The petition was signed by Frank Neely, manager.


ELEPHANT & CASTLE: Seeks Creditor Protection in Canada
------------------------------------------------------
The Bankruptcy Court authorized debtor, Massachusetts Elephant &
Castle Group, Inc., to act as the foreign representative of the
Debtors in Canada to seek recognition of the Debtors' Chapter 11
case on behalf of all the other Debtors by filing an ancillary
proceeding under Part IV of the Companies' Creditors Arrangement
Act, and to request the Ontario Superior Court of Justice
(Commercial List) to lend assistance to the U.S. Bankruptcy Court
in protecting the Debtors' property.

BDO Canada Limited is the proposed court-appointed information
officer in the ancillary proceeding.

Elephant & Castle said in a court filing it has plans to find a
buyer.  The company said that due diligence is ongoing with
several potential purchasers and expressions of interest have been
received.

                   About Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group Inc. and 14
affiliates sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Lead Case No. 11-16155) on June 28, 2011.  Elephant & Castle
operates 21 British-style restaurant pubs in the U.S. and Canada.

Debtor Elephant & Castle (Chicago) Corporation has a subsidiary
that has a joint venture interest in an entity that operates the
Elephant & Castle Restaurant in San Francisco.  Neither that
subsidiary nor the joint venture has filed for bankruptcy.

Judge Henry J. Boroff presides over the Debtors' cases.  John G.
Loughnane, Esq., at Eckert Seamans Chein & Mellott, LLC, serves as
the Debtors' counsel.  Epiq Bankruptcy Solutions, LLC, serves as
claims, noticing and balloting agent.

Debtor Repechage Investments Ltd. estimated $10 million to
$50 million in assets and debts.  Other debtors estimated under
$10 million in assets and under $50 million in debts.  The
petitions were signed by Keith A. Radford, chief financial
officer.


ELEPHANT & CASTLE: Hiring Eckert Seamans as Bankruptcy Counsel
--------------------------------------------------------------
Massachusetts Elephant & Castle Group Inc. and its debtor-
affiliates seek Bankruptcy Court authority to employ Eckert
Seamans Chein & Mellott, LLC, as bankruptcy counsel.  John G.
Loughnane, Esq., a member at the firm, will lead the engagement.

The firm's hourly rates are:

          Paralegals                    $100 to $200 per hour
          Associates                    $155 to $335 per hour
          Members                       $220 to $580 per hour

Mr. Loughnane attests that Eckert Seamans is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code, and represents or holds no interest adverse to the estates
with respect to matters upon which the firm is to be employed.

                   About Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group Inc. and 14
affiliates sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Lead Case No. 11-16155) on June 28, 2011.  Elephant & Castle
operates 21 British-style restaurant pubs in the U.S. and Canada.

Debtor Elephant & Castle (Chicago) Corporation has a subsidiary
that has a joint venture interest in an entity that operates the
Elephant & Castle Restaurant in San Francisco.  Neither that
subsidiary nor the joint venture has filed for bankruptcy.

Debtor Massachusetts Elephant & Castle Group, Inc., serves as the
foreign representative of the Debtors in an ancillary proceeding
under Part IV of the Companies' Creditors Arrangement Act before
the Ontario Superior Court of Justice (Commercial List) in Canada.

Judge Henry J. Boroff presides over the Debtors' cases.  John G.
Loughnane, Esq., at Eckert Seamans Chein & Mellott, LLC, serves as
the Debtors' counsel.  Epiq Bankruptcy Solutions, LLC, serves as
claims, noticing and balloting agent.

Debtor Repechage Investments Ltd. estimated $10 million to
$50 million in assets and debts.  Other debtors estimated under
$10 million in assets and under $50 million in debts.  The
petitions were signed by Keith A. Radford, chief financial
officer.


ELEPHANT & CASTLE: Taps Heenan Blaikie as Canadian Counsel
----------------------------------------------------------
Massachusetts Elephant & Castle Group Inc. and its debtor-
affiliates seek Bankruptcy Court authority to employ Heenan
Blaikie LLP to advise them on relevant aspects of Canadian law and
take all actions necessary to protect the Debtors' interests in
connection with an application for ancillary proceeding under the
Companies' Creditors Arrangement Act.

The firm's hourly rates are:

          Partners                     C$500 to C$1,050 per hour
          Associates                   C$350 to C$700 per hour
          Law Clerks (Paralegals)      C$275 to C$450 per hour

Prior to the Petition Date, the firm received an C$8,000 retainer
from the Debtors, of which C$5,000 has been applied on account of
prepetition services.  The remaining funds has been held in trust.

The firm may be reached at:

          Kenneth D. Kraft, Esq.
          Bay Adelaide Centre
          P.O. Box 2900
          333 Bay Street, Suite 2900
          Toronto, Ontario M5H 2T4
          Tel: 416-643-6822
          Fax: 416-360-8425
          E-mail: kkraft@heenan.ca

                   About Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group Inc. and 14
affiliates sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Lead Case No. 11-16155) on June 28, 2011.  Elephant & Castle
operates 21 British-style restaurant pubs in the U.S. and Canada.

Debtor Elephant & Castle (Chicago) Corporation has a subsidiary
that has a joint venture interest in an entity that operates the
Elephant & Castle Restaurant in San Francisco.  Neither that
subsidiary nor the joint venture has filed for bankruptcy.

Debtor Massachusetts Elephant & Castle Group, Inc., serves as the
foreign representative of the Debtors in an ancillary proceeding
under Part IV of the Companies' Creditors Arrangement Act before
the Ontario Superior Court of Justice (Commercial List) in Canada.

Judge Henry J. Boroff presides over the Debtors' cases.  John G.
Loughnane, Esq., at Eckert Seamans Chein & Mellott, LLC, serves as
the Debtors' counsel.  Epiq Bankruptcy Solutions, LLC, serves as
claims, noticing and balloting agent.

Debtor Repechage Investments Ltd. estimated $10 million to
$50 million in assets and debts.  Other debtors estimated under
$10 million in assets and under $50 million in debts.  The
petitions were signed by Keith A. Radford, chief financial
officer.


ELEPHANT & CASTLE: Taps Epiq as Claims and Noticing Agent
---------------------------------------------------------
Massachusetts Elephant & Castle Group, Inc., and its affiliated
debtors are hiring Epiq Bankruptcy Solutions, LLC, as their
claims, noticing and balloting agent.

Jason D. Horwitz, Epiq Vice President and Senior Consultant,
attests that his firm does not (a) hold or represent an interest
materially adverse to the Debtors' estates with respect to any
matter for which it will be employed, or (b) have any materially
adverse connection to the Debtors, their creditors or other
relevant parties.

Mr. Horwitz disclosed that on June 27, 2011, Epiq received a
$25,000 retainer from the Debtors.

                   About Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group Inc. and 14
affiliates sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Lead Case No. 11-16155) on June 28, 2011.  Elephant & Castle
operates 21 British-style restaurant pubs in the U.S. and Canada.

Debtor Elephant & Castle (Chicago) Corporation has a subsidiary
that has a joint venture interest in an entity that operates the
Elephant & Castle Restaurant in San Francisco.  Neither that
subsidiary nor the joint venture has filed for bankruptcy.

Judge Henry J. Boroff presides over the Debtors' cases.  John G.
Loughnane, Esq., at Eckert Seamans Chein & Mellott, LLC, serves as
the Debtors' counsel.  Heenan Blaikie LLP serves as Canadian
counsel.

Debtor Repechage Investments Ltd. estimated $10 million to
$50 million in assets and debts.  Other debtors estimated under
$10 million in assets and under $50 million in debts.  The
petitions were signed by Keith A. Radford, chief financial
officer.


ELEPHANT & CASTLE: U.S. Trustee Appoints 3-Member Creditors Panel
-----------------------------------------------------------------
Pursuant to 28 U.S.C. Sec. 586(a)(3), 11 U.S.C. Sec. 1102 and Fed.
R. Bankr. P. 2007, the United States Trustee for Region 1
appointed three members to the Official Committee of Unsecured
Creditors in the bankruptcy cases of Massachusetts Elephant &
Castle Group, Inc., and its affiliates:

          1. GFS Canada Company, Inc.
             Attn: Aaron Mockridge
             420 50th Street SW
             Grand Rapids, MI 49501
             Tel: (800) 905-3017
             Fax: (616) 717-9183
             E-mail: aaron.mockridge@gfs.com

             Represented by:

             Joe Sgroi, Esq.
             HANIGMAN, MILLER, SCHWARTZ & COHN
             660 Woodward Ave.
             Detroit, MI 48226
             Tel: (313) 465-7000
             Fax: (313) 465-8000
             E-mail: jsgroi@honigman.com

          2. U.S. Foodservice, Inc.
             Attn: Dorothy Capers, Esq.
             9399 W. Higgins Rd., Suite 600
             Rosemont, IL 60018
             Tel: (847) 720-2376
             Fax: (480) 293-2688
             E-mail: Dorothy.capers@usfood.com

             Represented by:

             Jeffrey Hampton, Esq.
             SAUL EWING LLP
             1500 Market Street, 28th Floor
             Philadelphia, PA 19102
             Tel: (215) 972-7118
             Fax: (215) 982-1848
             E-mail: jhampton@saul.com

          3. Club Quarters
             Attn: Charles Kacherski, Esq.
             49 West 45th Street, 8th Floor
             New York, NY 10036
             Tel: (646) 223-3223
             Fax: (212) 944-9374
             E-mail: ckacherski@masertworksdev.com

U.S. Foodservice, Inc., serves as the interim chairperson of the
Committee.

The U.S. Trustee is represented by:

             Jennifer L. Hertz, Esq.
             United States Department of Justice
             John W. McCormack Post Office and Courthouse
             5 Post Office Square, Suite 1000
             Boston, MA 02109
             Tel: (617) 788-0412
             Fax: (617) 565-6368
             E-mail: Jennifer.L.Hertz@usdoj.gov

                   About Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group Inc. and 14
affiliates sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Lead Case No. 11-16155) on June 28, 2011.  Elephant & Castle
operates 21 British-style restaurant pubs in the U.S. and Canada.

Debtor Elephant & Castle (Chicago) Corporation has a subsidiary
that has a joint venture interest in an entity that operates the
Elephant & Castle Restaurant in San Francisco.  Neither that
subsidiary nor the joint venture has filed for bankruptcy.

Judge Henry J. Boroff presides over the Debtors' cases.  John G.
Loughnane, Esq., at Eckert Seamans Chein & Mellott, LLC, serves as
the Debtors' counsel.  Heenan Blaikie LLP serves as Canadian
counsel.  Epiq Bankruptcy Solutions, LLC, serves as claims,
noticing and balloting agent.

Debtor Repechage Investments Ltd. estimated $10 million to
$50 million in assets and debts.  Other debtors estimated under
$10 million in assets and under $50 million in debts.  The
petitions were signed by Keith A. Radford, chief financial
officer.


ELEPHANT & CASTLE: Sec. 341 Creditors' Meeting Set for Aug. 3
-------------------------------------------------------------
The United States Trustee for Region 1 will convene a Meeting of
Creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
bankruptcy case of Boston-based Massachusetts Elephant & Castle
Group Inc. and its 14 debtor-affiliates on Aug. 3, 2011 at 1:00
p.m. at Suite 1055, U.S. Trustee Office, J.W. McCormack Post
Office & Court House.

The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date without further
notice.

                   About Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group Inc. and 14
affiliates sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Lead Case No. 11-16155) on June 28, 2011.  Elephant & Castle
operates 21 British-style restaurant pubs in the U.S. and Canada.

Debtor Elephant & Castle (Chicago) Corporation has a subsidiary
that has a joint venture interest in an entity that operates the
Elephant & Castle Restaurant in San Francisco.  Neither that
subsidiary nor the joint venture has filed for bankruptcy.

Judge Henry J. Boroff presides over the Debtors' cases.  John G.
Loughnane, Esq., at Eckert Seamans Chein & Mellott, LLC, serves as
the Debtors' counsel.  Heenan Blaikie LLP serves as Canadian
counsel.  Epiq Bankruptcy Solutions, LLC, serves as claims,
noticing and balloting agent.

Debtor Repechage Investments Ltd. estimated $10 million to
$50 million in assets and debts.  Other debtors estimated under
$10 million in assets and under $50 million in debts.  The
petitions were signed by Keith A. Radford, chief financial
officer.

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


ELEPHANT & CASTLE: Final Hearing on Cash Collateral Use on Aug. 1
-----------------------------------------------------------------
The Bankruptcy Court will hold a hearing on Aug. 1, 2011, at 9:30
a.m. to consider final approval on the request of Massachusetts
Elephant & Castle Group Inc. and its affiliated debtors to use
cash collateral and grant adequate protection.

GE Canada Equipment Financing G.P., Fifth Street Finance Corp.,
Sysco San Diego Inc., Royal Bank of Canada, and Toronto Dominion
Bank have asserted, or may assert, a lien against the Debtors'
property and cash proceeds.

The Lenders have not consented to the use of cash collateral.

The Debtors' consolidated assets consist primarily of:

          $365,000 of cash on hand;
          $501,000 of inventory;
       $12,758,000 of fixed assets; and
          $300,000 of accounts receivables

As of the Petition Date, the Debtors owed the lenders:

       $18,800,000 to GE Canada Equipment Financing G.P.,
       $3,500,000 to Fifth Street Finance Corp.

The Debtors are not aware of any money owed to Sysco San Diego
Inc., Royal Bank of Canada and Toronto Dominion Bank.

The Debtors acknowledge that the Lenders are entitled to receive
adequate protection to the extent of any postpetition diminution
in value of their interests to the extent, if any, in the
prepetition collateral and the cash proceeds resulting from the
Debtors' use of cash collateral.

Since April 2011, the Debtors have explored a sale of the Debtors
as going concerns.  Due diligence was conducted with several
potential purchasers and expressions of interest have been
received.  The use of cash collateral, the Debtors said, will
enable them to maintain continuity of their operations without
disruption while they pursue a sale.

                   About Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group Inc. and 14
affiliates sought Chapter 11 bankruptcy protection (Bankr. D.
Mass. Lead Case No. 11-16155) on June 28, 2011.  Elephant & Castle
operates 21 British-style restaurant pubs in the U.S. and Canada.

Debtor Elephant & Castle (Chicago) Corporation has a subsidiary
that has a joint venture interest in an entity that operates the
Elephant & Castle Restaurant in San Francisco.  Neither that
subsidiary nor the joint venture has filed for bankruptcy.

Judge Henry J. Boroff presides over the Debtors' cases.  John G.
Loughnane, Esq., at Eckert Seamans Chein & Mellott, LLC, serves as
the Debtors' counsel.  Heenan Blaikie LLP serves as Canadian
counsel.  Epiq Bankruptcy Solutions, LLC, serves as claims,
noticing and balloting agent.

Debtor Repechage Investments Ltd. estimated $10 million to
$50 million in assets and debts.  Other debtors estimated under
$10 million in assets and under $50 million in debts.  The
petitions were signed by Keith A. Radford, chief financial
officer.

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


E.M. THOMAS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: E.M. Thomas Management Inc.
          dba Thomas Management
              Thomas Management, Inc.
        2029 Cecilia Circle
        Corona, CA 92881-7267

Bankruptcy Case No.: 11-32988

Chapter 11 Petition Date: July 15, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: Todd C. Ringstad, Esq.
                  RINGSTAD & SANDERS LLP
                  2030 Main Street, #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  E-mail: becky@ringstadlaw.com

Scheduled Assets: To Be Determined

Scheduled Debts: $7,414,443

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-32988.pdf

The petition was signed by Edward M. Thomas, president.


EMMIS COMMUNICATIONS: Five Directors Elected at Annual Meeting
--------------------------------------------------------------
At the annual meeting of shareholders of Emmis Communications
Corporation held on July 13, 2011, Richard A. Leventhal, Peter A.
Lund, Lawrence B. Sorrel, David Gale and Joseph R. Siegelbaum were
elected as directors.  The shareholders also approved the proposal
to ratify the selection of Ernst & Young LLP as the Company's
independent registered public accountants for the fiscal year
ending Feb. 29, 2012.

                     About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

The Company's balance sheet at May 31, 2011, showed
$470.91 million in total assets, $474.41 million in total
liabilities, $140.46 million in Series A Cumulative Convertible
Preferred Stock, and a $143.96 million total deficit.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending November 30, 2011.


ENIVA USA: Alliant Techsystems Takes Over Former HQ
---------------------------------------------------
Chris Newmarker at Finance & Commerce reports that Eniva may have
moved out of its Anoka headquarters amid a Chapter 11 bankruptcy,
but the 230,000-square-foot facility will soon provide additional
space for Alliant Techsystems.  Eden Prairie-based ATK recently
signed a 10-year lease for the space from Maple Grove-based Austin
Mutual Insurance.

                          About Eniva USA

Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been
engaged in the development, production and sale of nutritional
supplements since 1998.  It is a wholly owned subsidiary of
Wellspring International, Inc.  It sells its products throughout
the U.S. through a network of approximately 25,000 active
independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., at Ravich Meyer Kirkman & Mcgrath Nauman, serves as the
Debtor's bankruptcy counsel.  Leslie A. Anderson, Ltd., as special
counsel in connection with the appeal or amendment of prior year
sales tax returns is approved.  GuideSource as financial
consultant.The Debtor estimated its assets and
debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases


EVERGREEN INVESTMENT: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Daily News notes that Evergreen Plaza Investment-DE LLC, 3659 E.
Thousand Oaks Blvd., Thousand Oaks filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-17858) in Los Angeles County,
California.  The Company did not disclose its assets and debts.


EXCLUSIVE PHYSICIANS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Exclusive Physicians, PLLC
        c/o Ted Naman
        1315 Porters Lane
        Bloomfield Hills, MI 48302

Bankruptcy Case No.: 11-59370

Chapter 11 Petition Date: July 15, 2011

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

Judge: Thomas J. Tucker

Debtor's Counsel: Charles D. Bullock, Esq.
                  STEVENSON & BULLOCK, PLC
                  26100 American Drive, Suite 500
                  Southfield, MI 48034
                  Tel: (248) 354-7906
                  Fax: (248) 354-7907
                  E-mail: cbullock@sbplclaw.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 Greg Naman, member.


FB&F ENTERTAINMENT: Has New Lease for Indianapolis Restaurant
-------------------------------------------------------------
Scott Olson at Indianapolis Business Journal reports that FB&F
Entertainment LLC agreed to give up the space used for its
restaurant at S. Meridian Street in Indianapolis as part of a
tentative agreement with landlord SMC Retail LLC.  Final details
of the settlement, hammered out during a conference call.

The Journal notes that as part of the Chapter 11 case, landlord
SMC filed a motion in April seeking to evict Jillian's over what
it said was $697,237.25 in unpaid bills.  Monthly rent, which is
$52,000, had not been paid since June 2010, SMC alleged.

SMC terminated Jillian's lease on March 15, 2011, but the firm is
expected to amend the lease as part of the new agreement,
according to the report.

The report notes the settlement calls for Jillian's to occupy the
second and third floors, with SMC constructing a new entry to give
patrons access from the street.

                       About FB&F Entertainment

FB&F Entertainment, LLC, is a restaurant chain, operating the
Jillian's restaurant and entertainment complex.

FB&F first encountered financial troubles in 2004, when the former
Jillian's Entertainment Holdings Inc., also in Louisville, filed
for Chapter 11 bankruptcy.

FB&F sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 11-
04382) in Indianapolis, Indiana, on April 12, 2011, estimating
assets of up to $50,000 and debts of $1 million to $10 million.

James A. Knauer, Esq., at Kroger Gardis & Regas, LLP, in
Indianapolis, serves as counsel to the Debtor.


FIGUEROA TOWER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Figueroa Tower I LP
        660 South Figueroa, 24th Floor
        Los Angeles, CA 90017

Bankruptcy Case No.: 11-40231

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Figueroa Tower II LP                  11-40233
Figueroa Tower III LP                 11-40236

Chapter 11 Petition Date: July 14, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sandra R. Klein

Debtors' Counsel: David L. Neale, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: dln@lnbrb.com

Figueroa Tower I's
Estimated Assets: $50,000,001 to $100,000,000

Figueroa Tower I's
Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Solyman Yashouafar, manager of FT-I GP,
LLC.

Affiliates filing that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Encino Corporate Plaza, L.P.          11-14917            04/20/11
First National Building I, LLC        10-16334            10/07/10
First National Building II, LLC       10-16335            10/07/10
Roosevelt Lofts, LLC                  09-14214            04/13/09

Figueroa Tower I's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
LA DWP                             --                     $735,601
P.O. Box 30808
Los Angeles, CA 90030

ABM Security Services              Security Services      $243,627
3580 Wilshire Boulevard, #1130
Los Angeles, CA 90010

Colliers International             --                     $157,488
865 S. Figueroa Street, Suite 3500
Los Angeles, CA 90017

Cushman & Wakefield                Broker Services         $99,276

AMB Engineering Services           Maintenance Services    $63,703

Amtech Elevator Service            Maintenance Services    $44,899

Cumming, LLC                       Commercial Lease        $36,773
                                   Deposit

Lindahl, Schnabel, Kardassakis     Commercial Lease        $36,703
                                   Deposit

Painepr LLC                        Commercial Lease        $36,250
                                   Deposit

Alan Thian                         Commercial Lease        $29,889
                                   Deposit

The MWW Group                      Commercial Lease        $27,705
                                   Deposit

Hemming Morse, Inc.                Commercial Lease        $23,658
                                   Deposit

Electronic Transaction             Commercial Lease        $23,624
                                   Deposit

Adjudicate, Inc.                   Commercial Lease        $18,623
                                   Deposit

Peterson, Colantino, Collins       Commercial Lease        $15,568
                                   Deposit

Consulate General of Lebanon       Commercial Lease         $9,833
                                   Deposit

Hagen, Streiff, Newton & Oshiro    Commercial Lease         $8,967
                                   Deposit

Talent Tree Crystal, Inc.          Commercial Lease         $6,099
                                   Deposit

Schulze Haynes & Co, LLC           Commercial Lease         $6,081
                                   Deposit

Lewis & Scholnick                  Commercial Lease         $6,024
                                   Deposit


FLEETPRIDE CORP: Moody's Upgrades CFR to B2; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded FleetPride Corporation's
corporate family and probability of default rating to B2 from B3.
Moody's also upgraded the senior secured credit facility to Ba2
from Ba3 and the senior unsecured notes to B3 from Caa1. The
ratings outlook is stable.

In addition, Moody's has corrected an earlier error regarding
FleetPride Corporation's $40 million first lien revolving credit
rating. The rating was previously withdrawn on June 28, 2011 due
to an internal administrative error. Moody's has now removed WR
from the revolver's rating history.

Ratings upgraded:

Corporate family rating to B2 from B3;

Probability of default rating to B2 from B3;

$40 million senior secured revolving credit facility due 2012 to
Ba2 (LGD2, 22%) from Ba3 (LGD2, 22%);

$145 million senior secured term loan due 2013 to Ba2 (LGD2, 22%)
from Ba3 (LGD2, 22%);

$150 million 11.5% senior unsecured notes due 2014 to B3 (LGD5,
72%) from Caa1 (LGD5, 73%).

RATINGS RATIONALE

The ratings upgrade reflects a cyclical recovery in FleetPride's
business that has resulted in improved revenue and earnings
trends. As a result, credit metrics have significantly improved in
recent periods. The upgrade also reflects our expectation that
FleetPride will continue to sustain positive revenue trends,
supported by organic growth and bolt-on acquisitions such that
credit metrics continue to improve. Debt to EBITDA (including
Moody's standard analytical adjustments) was 7.6 times in 2009,
but has since declined more than two turns to 5.2 times through
the twelve months ended March 31, 2011 and we expect this metric
to decline below 5.0 times by 2011 year-end. The upgrade also
reflects FleetPride's consistent free cash flow generation in
recent years and Moody's view that the company's revenue and
operating margins held up relatively well during the economic
downturn.

The stable outlook reflects Moody's expectation that FleetPride
will maintain recent improvements in revenues and earnings such
that debt to EBITDA is sustainably reduced below 5.0 times and
EBITA to interest exceeds 2.0 times near-term. The outlook also
reflects Moody's expectation that the company will timely address
the revolving credit facility maturing in June 6, 2012.

A ratings upgrade could result from continued improvements in
operating performance stemming from a cyclical upswing in its
markets such that debt to EBITDA is sustained below 4.0 times and
EBITA to interest coverage exceeds 2.5 times.

FleetPride's ratings could be downgraded if a cyclical downturn
causes operating performance to weaken such that debt to EBITDA
increases above 6.0 times and EBITA to interest falls below 1.5
times. Acquisition spending that exceeds expectations or the
failure to timely address the revolving credit facility could also
result in ratings pressure.

FleetPride '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 FleetPride's core industry
and believes FleetPride '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.


FLEETPRIDE CORP: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Texas-
based truck parts distributor FleetPride Corp. to positive from
stable and affirmed its ratings on the company, including the 'B'
corporate credit rating.

"The outlook revision reflects our opinion that demand for heavy-
duty truck parts is increasing," explained Standard & Poor's
credit analyst Lawrence Orlowski, "in part because of a modest
recovery in the economy and the historically high average age of
the truck fleets, which increases the need for maintenance and
replacements parts." "Moreover, the company's cost reductions and
acquisitions have expanded profitability, contributing to
improving credit measures. Consequently, while we still view
FleetPride's financial risk profile as aggressive, we expect its
leverage will fall below 5x and that it will generate free cash
flow of around $30 million in 2011."

"The positive outlook reflects our view that once we have clarity
around the timeline and terms of the company's refinancing plans
for the bank revolver that expires in June 2012, a modest upgrade
is possible," added Mr. Orlowski.


GLOBAL COMPONENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Global Component Sourcing, Ltd.
        1145 Jansen Farm Drive
        Elgin, IL 60123

Bankruptcy Case No.: 11-29000

Chapter 11 Petition Date: July 14, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Scott R. Clar, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: sclar@craneheyman.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/ilnb11-29000.pdf

The petition was signed by Alois Hartmann, president.


GULF COUNTY: Moody's Affirms Ba1 Rating on Ad Valorem Tax Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on Gulf
County's (FL) underlying Limited Ad Valorem Tax, Series 2006,
affecting $5.1 million in outstanding limited tax debt. The bonds
are secured by a limited tax up to 6 mills levied and collected in
the Gulfside Front Municipal Services Taxing Unit (MSTU) and up to
4 mills in the Gulfside Interior MSTU. There is a debt service
reserve funded one-half with cash and one-half with a surety that
equates to 10% of the issue size. There is no authorization to
issue additional bonds. Proceeds of the original Series 2006 bonds
were for beach renourishment.

SUMMARY RATING RATIONALE

The Ba1 rating recognizes that while the MSTU's pledged revenue
continues to be insufficient to cover annual debt service
requirements and these small and vulnerable MSTU's have
experienced a severe decline in taxable values from fiscal 2007 to
fiscal 2012, declines have ameliorated and debt service payments
over the remaining three years of the debt are reasonably well
protected. Additionally, the rating incorporates management's
positive response in adopting an ordinance that allows the
operating millage rate to be raised up to 10 mills in each MSTU,
generating sufficient operating funds (not pledged) to fully pay
the MSTU's debt obligations.

STRENGTHS

- Officials' positive response in adjusting tax rates above
  pledged levels to repay bonds

- Availability of non-pledged funds to aid in debt repayment, if
  needed

CHALLENGES

- Continued declines in taxable values

- Relative narrow tax and population base and seasonal nature of
  communities

DETAILED CREDIT DISCUSSION

The two small and vulnerable MSTUs (Gulfside Front and Interior)
being assessed compose 16.8% of the county's $1.46 billion fiscal
2012 tax base and are a desirable location for second homes. The
MSTUs are located on a barrier peninsula known as Cape San Blas
that extends into the Gulf of Mexico. The area is susceptible to
tropical storms and hurricanes, and a direct hit from a sizable
hurricane could have a substantial negative impact on MSTU values
and the collection of taxes. The Cape reportedly has not had a
direct hurricane impact in memory, although periodic storms in the
panhandle have negatively affected the beach area. Gulfside is
approximately 361 acres and Gulfside Interior is 238 acres. The
limited tax is levied on a combined 1,298 parcels representing
1,060 different owners in the MSTUs. The estimated average year-
round number of vacationing transient residents is about 1,500,
while peak population on holidays can approach 5,000. However, the
permanent year-round population is much smaller at about 160. The
area includes many second homes (including condominium units) and
is a year-round tourist destination.

Since fiscal 2007 through fiscal 2012, the MSTU's tax bases have
declined 55.9% (Interior) and 54.1% (Front) to $119.1 million and
$126.2 million, respectively, reflecting the seasonal nature of
the area and the severe housing market contraction. Due to these
declines, pledged millage levels of 6 mills for the Gulfside Front
and 4 mills for the Gulfside Interior have been insufficient to
cover debt service requirements since fiscal 2008. As a result,
the Board of County Commissioners (BOCC) adopted an ordinance that
allowed the BOCC to raise the tax rate up to 10 mills in both the
Gulfside Interior and Front MSTUs, and use these additional funds
(not pledged) to pay debt service requirements. Officials project
that, based on the current values (at a 95% collection rate) and
the use of $105,717 in excess funds collected that are being
carried forward, they would likely have to levy the full 10 mills
for Gulfside Front (up from 9.5747 mills in fiscal 2011) and 4.845
mills in Gulfside Interior (up from 4.2978 mills in fiscal 2011)
to meet the fiscal 2012 debt service payment of $1.85 million.
Aside from a slippage in collection rates to 93% in fiscal 2008,
collections have averaged 97% for the last three fiscal years
(2009-2011). If officials were to levy the entire 10 mills in each
district, they would be able to generate roughly $2.33 million
(based on a 95% collection rate) in relation to the $1.85 million
debt service that year, providing about 1.26 times coverage on an
available revenue basis, as opposed to the much narrower pledge
revenue ($1.17 million) coverage of 0.63 times. The tax bases
would have to decline by an additional 21% to cover debt service
one time from available revenue from the expected fiscal 2012
millage levy.

The bonds mature in August 2013; there are three remaining debt
service payment requirements. Officials reportedly have the full
debt service requirement set aside for the August 2011 payment. In
addition to the levies, officials also have $845,000 of unexpended
bond proceeds and another $600,000 in a half cash-funded debt
service reserve (the other half of the reserve provided with a
surety from Assured Guaranty). While unexpended bond proceeds are
not pledged to bondholders, these additional funds provide some
cushion, if needed, to pay any potential shortfalls in debt
service requirements. The county's debt portfolio consists
entirely of fixed rate borrowing and the county has not entered
into any derivative agreements.

WHAT COULD MAKE THE RATING GO UP:

- Dramatic increase in taxable values

- Significant improvement in debt service coverage

WHAT COULD MAKE THE RATING GO DOWN:

- Any additional tax base decline

- Reduction in available funds to supplement pledged revenues

KEY STATISTICS

Security: Limited taxes up to 6 mills (Gulfside Front) and 4 mills
(Gulfside Interior) levied and collected within two MSTUs

Number of Taxed Parcels: 1,298 (440 Gulfside Front and 858
Gulfside Interior)

Tax Collection History: 96% to 98%

Value of Pledged Milllage (2011 tax roll at 95% collection rate):
$1.17 million

Value of Total Millage (10 mills) (2011 tax roll at 95% collection
rate): $2.33 million

Maximum Annual Debt Service: $1.84 million

Fiscal 2012 Debt Service Coverage: 0.63x (pledged millage)

Fiscal 2012 Debt Service Coverage: 1.26x (total operating millage)

Total Limited Ad Valorem Debt Outstanding: $5.1 million (due
August 1, 2013)

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


HARRISBURG, PA: City Council Thumbs Down State's Recovery Plan
--------------------------------------------------------------
Marc Levy, writing for The Associated Press, reports that the
Harrisburg, Penn. city council on Tuesday rejected a recovery plan
written by state-appointed consultants, forcing Mayor Linda
Thompson to write her own plan and keeping alive talk of seeking
federal bankruptcy protection.  The vote, 4-3, also puts state aid
in jeopardy if the city cannot deliver a recovery plan that gets
approval from the administration of Gov. Tom Corbett.

The report relates the plan was developed by a team appointed by
the state under a law nicknamed Act 47 that is designed to help
so-called financially distressed cities. In addition to grants, it
makes low-interest loans available.

The AP further says that, besides calling for increasing city
taxes, the deal relies on two key elements: Selling the city's
trash incinerator to the Lancaster County Solid Waste Management
Authority and selling -- or leasing long-term control of -- its
parking garages, meters and lots in exchange for a sizable upfront
payment.  The proceeds from those two deals would help pay down
approximately $300 million debt, including refinancing costs, tied
to the incinerator.

Harrisburg is facing a budget shortfall and is expected to be
unable to pay some of its bills later this year.  The AP relates
that under the state's plan, it could return to solvency in 2013,
Mayor Thompson has said.  The deficit is $5.6 million, or about
10% of the city's $55 million approved budget, according to
Thompson.

According to the AP, proponents said it was the best plan they'd
seen, and that changes can still be made to improve objectionable
parts.  Opponents protested that the only sacrifices would be made
by Harrisburg's citizens, and not by lenders, backers of the bonds
or the professional advisers over the years who, they said, helped
the city borrow its way into its deep hole of debt.

Eric Veronikis, writing for The Patriot-News, said council members
prefer the imposition of a commuter tax that would share the pain
of bailing out the city with nonresidents who work in Harrisburg.
Such a tax would need approval of the Dauphin County Court.
Patriot-News said commuters would end up paying a 2.5% tax.  But
city residents would also see their own earned income tax increase
from the current 1% to 2.5%.

The AP relates Mayor Thompson, who had asked council to approve
the plan, pledged to reach out to creditors on Wednesday morning
to calm them, and to deliver a plan within the 14 days allowed
under state law.  She said she supports 75% of the state's plan
and that she will maintain the plan's key elements of selling or
leasing city-owned assets to pay down debt that dwarfs the city's
annual budget.

The AP says the Harrisburg Regional Chamber and Dauphin County,
which includes Harrisburg, both supported the state's plan.  One
of the state's consultants, Cincinnati-based Julia Novak, said the
team worked to extract some concessions from the county and bond
insurer Assured Guaranty Municipal Corp., which have both backed
substantial portions of the city's debt.

Dauphin County and Assured Guaranty have sued Harrisburg to recoup
tens of millions of dollars in debt payments they fronted for the
city.

The AP notes that as part of the plan, the state and county have
pledged their help in securing millions of dollars for the city,
while the county has pledged to increase trash-service fees its
residents pay to dump their trash at the incinerator.

Patriot-News said a commuter tax could bring in about $20 million
per year for the city.  A countywide sales tax, which also isn't
in the plan, could bring in $37 million annually, Councilman Brad
Koplinski said.

According to Patriot-News, Gerald Cross, a member of the Act 47
team, said the county and the state would have to approve a sales
tax, and that isn't likely.


HAYES LEMMERZ: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Northville, Mich.-based auto
supplier Hayes Lemmerz International Inc., and revised the outlook
to positive.

"We also raised our issue-level ratings rating on its senior
secured term loan to 'B+' from 'B' based on our recovery rating of
'2', indicating a substantial (70%-90%) expectation of recovery in
a payment default scenario. We revised the recovery rating to '2'
from '3'," S&P said.

"Our outlook revision reflects our expectation that wheel
manufacturer Hayes could improve cash flow generation as vehicle
production recovers in 2011 and 2012," said Standard & Poor's
credit analyst Nishit Madlani. "Hayes' free cash flow generation
in recent quarters has been somewhat above our expectations,
given the ongoing recovery in light- and commercial-vehicle
production in North America and Europe, and continuing growth in
demand in South America and Asia."

"We believe improved manufacturing productivity; lower sales,
general and administrative costs; and past exit from some
unprofitable plants will support steady financial results, if
vehicle demand rises somewhat and the company can still recover
most raw material price increases," added Mr. Madlani. "For
example, we could raise our ratings if Hayes arranged financing
that bolstered liquidity sufficiently to withstand any future
volatility in vehicle production or if we believed that the
company could sustain free operating cash flow of about $30
million-$40 million."


HINGHAM CAMPUS: Town Taps Lawyer to Get $1.7-Mil. in Back Taxes
---------------------------------------------------------------
Neal Simpson at the Patriot Ledger reports that the town of
Hingham is retaining a lawyer for a Dallas bankruptcy hearing
concerning Linden Ponds.  The town wants to make sure it gets more
than $1.7 million in back taxes and unpaid electric bills from the
beleaguered retirement community.

The Patriot Ledger says Hingham Town Administrator Ted Alexiades
said representatives for the Company have assured the town that
restructuring its debt will allow it to put more money toward its
operating expenses, including back taxes and unpaid utility bills.
The town nonetheless has retained a bankruptcy attorney based in
Texas at a cost of less than $1,400.

Linden Ponds owes the town $1.7 million for taxes due in the third
and fourth quarter.  The Company also owes Hingham Municipal
Lighting for unpaid bills.

                      About Hingham Campus

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15, 2011.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


HOWREY LLP: Inks Agreement to Make Payouts to Unsec. Creditors
--------------------------------------------------------------
Brian Baxter at the AM Law Daily reports that Howrey's Chapter 11
case may soon draw to a close as creditors near a plan for an
orderly dissolution of the firm.

According to the report, Wiley Rein restructuring chair H. Jason
Gold, who is serving as lead bankruptcy counsel to Howrey, told
The Recorder that Howrey's estate and a committee of unsecured
creditors were preparing to sign a memorandum of understanding
that would give Howrey time to collect on several valuable
contingency cases in order to pay back its largest secured
creditor, Citibank.  The agreement would also allow the firm to
make further payouts to unsecured creditors.

The Am Law Daily reported that a group of Howrey lawyers led by
former global litigation cochair Robert Abrams reached a $140
million antitrust settlement with milk and dairy producer Dean
Foods on behalf of 7,200 dairy farm plaintiffs across the
southeastern U.S., which could provide up to $40 million to
the firm's bankrupt estate.

The report relates that Abrams was a member of a steering
committee of plaintiffs lawyers that reached another $27.3 million
antitrust settlement on Monday with Wal-Mart, according to The Am
Law Litigation Daily.  Court documents show that plaintiffs'
counsel are seeking $6.8 million in fees from the settlement,
which is subject to judicial approval, and want to be reimbursed
for $1.7 million in litigation expenses.  It's unclear how much
Howrey could reap from the settlement with Wal-Mart.

The report notes that Thomas Willoughby and associate Christopher
Crowell from Sacramento's Felderstein Fitzgerald Willoughby &
Pascuzzi were hired as counsel to the official committee of
unsecured creditors in Howrey's bankruptcy.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.  The firm
specialized in antitrust and intellectual-property matters.  The
three creditors filing the involuntary petition together have
$36,600 in claims, according to their petition.  The firm can
defeat the petition by showing it is generally paying debts as
they come due.  The firm can also consent to bankruptcy and
convert the case in Chapter 11, where the firm's management would
remain in control, at least initially.


IMPERIAL CAPITAL: Creditors File Suit Against Current Board
-----------------------------------------------------------
BankruptcyData.com reports that Imperial Capital Bancorp's
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court a lawsuit against every member of the current
board of directors of the Debtors, seeking damages for breaches of
fiduciary duties in connection with the purchase of $800 million
in mortgage-backed securities called collateral mortgage
obligations.

According to BData, the committee asserts, "The CMO investigation
defendants proposed, negotiated, and facilitated the acquisition
of the CMO portfolio. In doing so, the CMO investigation
defendants acted in their own interest in facilitating
consummation of the CMO portfolio acquisition even though they
knew or should have known it would result in harm to Imperial. At
a minimum, the CMO investigation defendants were willfully blind
to the foreseeable disastrous consequences of the CMO Portfolio
acquisition and acted grossly negligently or recklessly in
advocating for and facilitating consummation of a transaction that
in short order would result in disaster for Imperial."

                  About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gregory K. Jones, Esq., at Stutman,
Treister & Glatt, P.C., serves as the Company's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40,439,363 in assets and $98,721,610 in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.

The Debtor's proposed Liquidating Plan of Reorganization provides
that based upon assets available for distribution, creditors of
the Company will not be paid in full under the Plan.  The Company
predicts that, after payment to the Company's unsecured creditors,
there will be no assets available for distribution to the holders
of the Company's common stock.


ISLAND DEVELOPERS: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Island Developers Northgate LLC
        P.O. Box 4150
        Ocean City, MD 21843

Bankruptcy Case No.: 11-24568

Chapter 11 Petition Date: July 14, 2011

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

Debtor's Counsel: Stephen M. Goldberg, Esq.
                  TYDINGS & ROSENBERG, LLP
                  100 East Pratt Street, 26th Floor
                  Baltimore, MD 21202
                  Tel: (410) 752-9736
                  E-mail: sgoldberg@tydingslaw.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb11-24568.pdf

The petition was signed by Neil T. Hitchcock, general manager.


JACKSON GREEN: Bid to Use Cash Collateral Challenged by Bank
------------------------------------------------------------
Jackson Green LLC seeks Bankruptcy Court authority to use cash
collateral securing prepetition obligations to its lender.  The
Debtor proposes these forms of adequate protection:

     -- 1/12 of real estate taxes to be paid to an escrow account;
     -- insurance of property;
     -- maintenance of property;
     -- payments of $125,000 per month; and
     -- replacement in future rents

Jackson Green provided a 12-month cash follow projections, through
June 2012.  The Debtor expects total income to be $2,069,188 and
total expenses to reach $1,19,837 during the entire period.

Wells Fargo Bank, N.A., as trustee for the registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C4, is objecting
to the Cash Collateral Motion.  Wells Fargo Bank said the use of
cash collateral should not be granted where the Debtor has filed
this case for the improper purpose of thwarting the terms of its
prior plan of reorganization and related confirmation order and
solely for the benefit of the Debtor's insiders.  Wells Fargo has
sought dismissal of the Debtor's case.  The bank said that, in the
event the Court permits the use of cash collateral pending the
Motion to Dismiss/Lift Stay, it objects to certain line items
included in the Debtor's Budget, including insiders' self-
management fees and certain unexplained general and administrative
costs.

                        About Jackson Green

Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial
office building and parking lot in Chicago.  Jackson Green
originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case
No. 09-10099) on Jan. 9, 2009.  The Court confirmed the Debtor's
chapter 11 plan on May 18, 2010.

Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No.
11-14038) on June 23, 2011.  Judge Thomas S. Utschig presides over
the so-called Chapter 22 case.  The Law Office of Terrence J.
Byrne serves as the Debtor's Chapter 22 counsel.

In its schedules, the Debtor disclosed $25,194,530 in assets and
$22,838,968 in liabilities.  The petition was signed by Paula
Heyes, member.

Secured lender Wells Fargo is represented by lawyers at Foley &
Lardner LLP.


JEFFERSON COUNTY, AL: Proposal Calls for Banks to Give Up $1.3BB
----------------------------------------------------------------
Barnett Wright, writing for The Birmingham News, reports that
Jefferson County officials want JP Morgan Chase & Co. and other
creditors to wipe out nearly $1.3 billion of the $3.14 billion
sewer debt as part of a plan presented in secret last week to
resolve the financial problems tied to the county's sewer system
bonds.  County officials also want the creditors to accept single-
digit annual rate increases for sewer system customers and to
create a relief fund for ratepayers who struggle to pay sewer
bills.

According to Birmingham News, under the plan, the county would:

     -- borrow $2.135 billion to refinance the sewer debt, with
        $1.86 billion available to pay the existing debt and
        $213 million for a debt service reserve fund.  Debt
        issuance costs and other fees also would be built into the
        refinancing.

     -- create a separate public corporation to operate the sewer
        system and issue the refinancing debt.

     -- settle or suspend all outstanding litigation between the
        county and creditors.

The county and creditors are in the midst of a 30-day standstill
period while the sides try to reach a settlement over the sewer
debt.  The standstill expires July 29.

John S. Young serves as the court-appointed receiver for the sewer
system.  The report says Mr. Young has served as an intermediary
between the county officials and the creditors but has not taken
part in negotiations that gained steam earlier this month with
help from state officials.

Birmingham News says the plan is seen as a last-ditch attempt by
the county to avoid filing for protection under Chapter 9 of the
U.S. Bankruptcy Code.  The report relates county officials said
they expect to hear from creditors about the county's proposal
this week.

The report notes a large percentage of investors must agree to the
proposal.  There are four major groups of creditors:

     1) JPMorgan Chase;
     2) the bond insurers;
     3) banks such as Lloyds Bank of Scotland and State Street
        Bank of Boston;
     4) pension funds, hedge funds, individuals and other
        warrantholders represented by the Bank of New York Mellon,
        the trustee.

The report says Justin Perras, a spokesman for JPMorgan Chase,
declined to comment on Saturday.

The report relates the county commission will meet with its
lawyers Thursday to discuss steps that will take place "if the
commission pursues a certain course of action."  The commission
has said bankruptcy is a serious option if an agreement with
creditors is not reached.  If enough progress is being made during
the standstill period, the commissioners said they would consider
an extension.  If not, they could begin bankruptcy proceedings.

Birmingham News relates that Governor Robert Bentley told
Bloomberg Television last week that the two sides were close to
working out a negotiated settlement on the county fiscal problems.


KH FUNDING: Wants Committee's Plan Filing Period Until Aug. 1
-------------------------------------------------------------
KH Funding Company asks the U.S. Bankruptcy Court for the District
of Maryland to enter a consent order:

   i) extending the exclusive filing period and exclusive
      acceptance period as to the Official Committee of Unsecured
      Creditors in the Debtor's case until Aug. 1, 2011, and
      Oct. 31, respectively;

  ii) leaving in place the exclusive filing period and exclusive
      acceptance period as to creditors and interested parties
      other than the Committee, as to which parties such exclusive
      periods will continue through and including Aug. 31, and
      Oct. 31, respectively.

The Creditors Committee consents to the extension.

                     About KH Funding Company

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

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

NOLLWOOD COMMONS: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Knollwood Commons at Red Hook, LLC
        29 Firehouse Lane
        Red Hook, NY 12571

Bankruptcy Case No.: 11-37005

Chapter 11 Petition Date: July 14, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $2,500,953

Scheduled Debts: $2,477,821

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-37005.pdf

The petition was signed by Frank Stortini, member.


LEVEL 3: S&P Says 'CCC' Sr. Notes Rating Unaffected by Upsizing
---------------------------------------------------------------
Standard & Poor's Ratings Services's 'CCC' issue-level rating and
'6' recovery rating on Level 3 Escrow Inc.'s 8.125% senior
unsecured notes due 2019 are not affected by the proposed $600
million upsizing of the issue. Level 3 Escrow is a recently formed
direct subsidiary of Level 3 Financing Inc. and an indirect
subsidiary of Broomfield, Colo.-based Level 3 Communications Inc.
(Level 3), created to finance the proposed $3 billion acquisition
of Global Crossing Ltd.

The ratings on parent Level 3 and subsidiaries, including the 'B-'
corporate credit rating and the 'CCC' rating on unsecured debt
issues, are also unaffected by the proposed notes upsizing and
remain on CreditWatch with positive implications, where they were
placed April 11, 2011, after the proposed Global Crossing
acquisition was announced. Similarly, the senior secured debt
ratings at subsidiary Level 3 Financing Inc. also are unaffected
but remain on CreditWatch with developing implications.

The additional notes will be sold under rule 144A and under the
same indenture as the $600 million note issue that closed this
past June. Proceeds from the earlier note issuance and this $600
million tack-on to that issue will replace a portion of the
aggregate $1.75 billion of committed bridge facilities put into
place to refinance Global Crossing debt. The note proceeds will be
held in escrow until the acquisition closes, at which point the
notes become obligations of Level 3 Financing. Level 3 reported
approximately $6.6 billion of total outstanding debt at March 31,
2011.

"In resolving the CreditWatch listings, we are reviewing the
companies' integration plans and the basis, and realizability, of
their expected operating and capital spending synergies. A
potential upgrade predicated on the completion of the purchase of
Global Crossing may not take place until the acquisition closes,
which is expected later in the year," S&P added.

Ratings List

Level 3 Communications Inc.
Corporate credit rating             B-/Watch Pos/--

Level 3 Financing Inc.
Senior Unsecured 8.125% $1.2 bil nts
  due 2019                           CCC/Watch Pos
   Recovery Rating                   6


LEVITT AND SONS: Trustee Recovers $105-Mil. From Liquidation
------------------------------------------------------------
Paul Brinkmann at the South Florida Business Journal, citing
papers filed with the court, reports that a fiduciary who took
over homebuilder Levitt and Sons recovered about $105 million in
gross proceeds from the sale/liquidation of real property in
Florida in recent years.

Forensic accountant Soneet Kapila has been managing assets of
Levitt & Sons for several years.  His role is coming to an end,
and he has filed his final report in the case.  Mr. Kapila was
overseeing collateral of the biggest creditor in the Levitt case -
- Wells Fargo/Wachovia bank.

                        About Levitt & Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on November 9, 2007 (Bankr. S.D. Fla.
Lead Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso,
Esq., at Berger Singerman, P.A., represented the Debtors in their
bankruptcy cases.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, was not included in the bankruptcy filing.

Judge Raymond B. Rays confirmed Levitt & Sons' liquidating
Chapter 11 plan in February 2009.


LITTLETON APARTMENTS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Littleton Apartments LLC
        dba Alexan Downtown Littleton
        3819 Maple Avenue
        Dallas, TX 75219

Bankruptcy Case No.: 11-34564

Affiliate that simultaneously filed a Chapter 11 petition:


   Debtor                              Case No.
   ------                              --------
MS 128 Littleton Limited Partnership   11-34563

Chapter 11 Petition Date: July 14, 2011

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

Judge: Stacey G. Jernigan

Debtors' Counsel: Patrick J. Neligan, Jr., Esq.
                  NELIGAN FOLEY LLP
                  325 N. St. Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5333
                  Fax: (214) 840-5301
                  E-mail: pneligan@neliganlaw.com

Littleton Apartments'
Estimated Assets: $50,000,001 to $100,000,000

Littleton Apartments'
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by Timothy J. Hogan, vice president.

Littleton Apartments' List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Zions Bancorporation      Mezzanine Note         $13,514,398
c/o California Bank &
Trust
Attn: Shari Halagan
2929 North Central Ave
Phoenix, AZ 85012

Xcel Energy               Utility                $9,472
P O Box 9477
Minneapolis,
MN 55484-9477

Denver Water              Utility                $7,996
P.O. Box 173343
Denver, CO 80217-3343

Valet Waste, LLC          Waste removal          $5,582

Peak Carpet &             Trade debt             $4,230
Restoration, LLC

Waste Management of       Waste removal          $2,064
Denver

Hopkins Tschetter         Trade debt             $1,535
Sulzer, P.C.

Russ Contracting          Trade debt             $1,240
Services, Inc.

Career Strategies                                $1,068

Consumer Source, Inc.     Trade debt             $768

Level One Core            Trade debt             $532
Leasing Solutions

Performance                                      $338
Distributors, Inc.

Signature Advertising     Advertising            $280

Answer All                Trade debt             $255
Communications LLC

Campbell, Jaimie                                 $250

Cooper, Alexander         Move out refund        $194

ScentAir Technologies,    Trade debt             $169
Inc.

Davis, Cary               Move out refund        $91

Bug-A-Boo Pest            Pest extermination     $50
Control Inc.

Fed Ex                    Delivery charges       $23


LOS ANGELES DODGERS: Creditors Say MLB Loan Deal Beats Fund Offer
-----------------------------------------------------------------
Christie Smythe at Bankruptcy Law360 reports that unsecured
creditors of the Los Angeles Dodgers LLC told a Delaware
bankruptcy judge on Monday that a $150 million financing offer
from hedge fund firm Highbridge Capital Finance LLC is inferior to
a competing pitch by Major League Baseball.

Law360 relates that the official committee of unsecured creditors
lodged an objection in Delaware bankruptcy court to the Highbridge
financing package, saying the MLB deal is better and asking that
the hedge fund firm's deal be amended to match some of the
benefits.

                   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.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

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


LT ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: LT Enterprises, Inc.
        6500 Stockton Road
        Fairfield, OH 45014

Bankruptcy Case No.: 11-14382

Chapter 11 Petition Date: July 15, 2011

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Mitchell W. Allen, Esq.
                  ALLEN LAW FIRM
                  5947 Deerfield Boulevard, Suite 201
                  Mason, OH 45040
                  Tel: (513) 933-9011
                  Fax: (513) 933-9996
                  E-mail: mitchell@allenlawco.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/ohsb11-14382.pdf

The petition was signed by Kirk Tepe, president.


LV KAPOLEI: KBP Industrial Says Plan Attempts to Cure Defaults
--------------------------------------------------------------
Secured creditor KBP Industrial LLC, asks the U.S. Bankruptcy
Court for the District of Hawaii to disapprove LV Kapolei 54,
LLC's disclosure statement explaining the proposed plan of
reorganization.

KBP Industrial explains that the Debtor's plan is defective on its
face because, among other reasons:

   -- it violates Sections 1123 and 1124(2) by attempting to cure
      the Debtor's default and modify the secured loan by
      improperly extending the prepetition maturity date of the
      loan for at least 4 years;

   -- it purports to subordinate the rights and remedies of
      secured creditor to construction costs of Debtor's proposed
      CPR development project;

   -- it unfairly shifts significant risks of Debtor's
      development to Secured Creditor with a CPR development, not
      a subdivision development, which causes deterioration over
      time in the value of secured creditor's collateral.

The Debtor filed an amended Plan of Reorganization and explanatory
disclosure statement on July 6, 2011.  According to James A.
Wagner, Esq., the Debtor's counsel, the Debtor amended the
Disclosure Statement to incorporate comments of the Court and
other parties-in-interest.  A full-text copy of the amended
Disclosure Statement is available for free at
http://bankrupt.com/misc/LVKAPOLEI_DS_amendment.pdf

The Plan contemplates a three-year extension of its $23.5 million
loan with Central Pacific Bank.

According to the explanatory disclosure statement, the Plan also
requires $1.7 million in additional capital sourced from the
Debtor's members under a capital contribution funding agreement,
under which each equity holder will be allowed an equity interest
at these rates:

     Equity Holder                       Allowed Equity Interest
     -------------                       -----------------------
     Lokahi KBP, LLC                             10.000%
     RSF Kapolei, L.P.                           31.333%
     HG Capital VI, LLC                          18.525%
     HG Capital VII, LLC                         38.475%
     Maui Development Company, Ltd.               1.042%
     Mark E. Pearson                              0.417%
     BGF&F Kapolei, LLC                           0.208%

The Debtor will continue the marketing and sale of the remaining
condominium units until all units are sold and the proceeds
distributed in accordance with the Plan.

KBP Industrial is represented by:

         Ted N. Pettit, Esq.
         Dana R.C. Lyons, Esq.
         Ryan M. Hamaguchi, Esq.
         Pacific Guardian Center, Mauka Tower
         737 Bishop Street, Suite 2600
         Honolulu, HI 96813
         Tel: (808) 547-5400
         Fax: (808) 523-1888
         E-mail: tpettit@caselombardi.com
                 dlyons@caselombardi.com
                 rhamaguchi@caselombardi.com

                          About LV Kapolei

San Francisco, California-based LV Kapolei 54, LLC, is developing
the 54-acre Kapolei Business Park in Hawaii.  The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No.
11-00981) on April 8, 2011.  James A. Wagner, Esq., at Wagner
Choi & Verbrugge, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $35,162,973 in assets and $23,955,318 in
liabilities as of the chapter 11 filing.


LYONDELL CHEMICAL: Judge Slams Lawyers Over Race Bias Fight
-----------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that a New York
bankruptcy judge on Monday slammed lawyers for both sides of a
$10 million employee race discrimination case against reorganized
Lyondell Chemical Co., saying attorney antics had made him "go
ballistic."

According to Law360, the plaintiffs, Frederick Royster and Scott
Miller, have been fighting an increasingly acrimonious battle with
Lyondell over whether the two can bring a $10 million claim over
alleged workplace racism that began prior to the company's
bankruptcy.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MACCO PROPERTIES: Court Names Martens Unit as Properties Manager
----------------------------------------------------------------
Dan Voorhis at The Wichita Eagle reports that Receivership
Services Corp., a division of the Martens Cos., has been named by
the Bankruptcy Court for the Western District of Oklahoma as
property manager for the six Wichita apartment complexes caught up
in the bankruptcy of Macco Properties of Oklahoma City.

The complexes, with a combined 1,952 units, are Cedar Lakes, the
Chalet, Holly Park, Madison Park, River Park and Villa Del Mar.
Receivership Services will oversee the existing management at the
complexes, said Courtney Krsnich, spokeswoman for Receiver
Services, according to the report.

The Wichita Eagle recalls that the complexes have been in limbo
since Macco President Lew McGinnis' apartment empire started to
crumble last year.

Mr. McGinnis has been in bankruptcy since November and creditors
are seeking to foreclose on many of his properties, the report
notes.

The Wichita Eagle adds that Mr. McGinnis is also being sued by at
least one group that bought a Wichita apartment complex from him,
claiming that he fraudulently overstated cash flow and understated
needed repairs.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MARTIN VENTURES: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Martin Ventures IV, LLC
        201 S Narcissus Av #1103
        West Palm Beach, FL 33401

Bankruptcy Case No.: 11-29535

Chapter 11 Petition Date: July 14, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Robert C. Furr, Esq.
                  FURR & COHEN
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: bnasralla@furrcohen.com

Scheduled Assets: $2,212,959

Scheduled Debts: $4,415,744

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-29535.pdf

The petition was signed by James W. Martin, managing member.


MCBURNEY CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The McBurney Corporation
        1650 International Court, Suite 100
        Norcross, GA 30093

Bankruptcy Case No.: 11-70684

Chapter 11 Petition Date: July 15, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: James S. Rankin, Jr., Esq.
                  Tyronia M. Smith, Esq.
                  PARKER, HUDSON, RAINER & DOBBS LLP
                  1500 Marquis Two Tower
                  285 Peachtree Center Avenue
                  Atlanta, GA 30303
                  Tel: (404) 523-5300
                  Fax: (404) 522-8409
                  Email: jrankin@phrd.com
                         tmsmith@phrd.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/ganb11-70684.pdf

The petition was signed by Franklin Blakeslee McBurney, president
and chief executive officer.


MFJT LLC: Can Access BACM's Cash Collateral Until Aug. 31
---------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois entered, on July 7, 2011, its third
interim order authorizing MFJT LLC to use cash collateral of BACM
2007-3 Aslip Complex, LLC, during the period July 1, 2011, through
Aug. 31, 2011.

The Lender will be granted valid, perfected, enforceable security
interests in the Debtor's posit-petition assets, including
proceeds and products thereof.

A status hearing on the cash collateral motion is scheduled for
Aug. 17, 2011, at 10:00 a.m.

On June 27, 2011, lender BACM 2007-3 Alsip Complex, LLC, filed a
continuing objection to the entry of a final order granting the
Debtor's motion for authority to use its cash collateral.  The
Lender said the Debtor is seeking authority to use cash collateral
yet refuses to make adequate protection payments and offers only
to maintain the properties and to grant the Lender replacement
liens.  Further, the Lender says the proposed budgets show that of
the estimated $235,000 in rents generated by the properties in a
given month, only half of this amount will be used to pay the
expenses.  According to the Lender, excess rents generated should
be paid to the Lender in the form of adequate protection payments,
or at least escrowed into a segregate account.

Counsel for BACM 2007-3 Alsip Complex, LLC, may be reached at:

     Timothy W. Brink, Esq.
     David G. Lynch, Esq.
     James R. Irving, Esq.
     DLA PIPER LLP (US)
     203 North LaSalle Street, Suite 1900
     Chicago, IL 60601
     Tel: (312) 368-4000
     Fax: (312) 236-7516
     E-mail: timothy.brink@dlapiper.com
             david.lynch@dlapiper.com
             jim.irving@dlapiper.com

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II -- filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 11-11819) on March 22, 2011.  David K.
Welch, Esq., Arthur G. Simon, Esq., and Jeffrey C. Dan, Esq., at
Crane Heyman Simon Welch & Clar, in Chicago, serves as the
Debtor's bankruptcy counsel.  The Debtor has tapped Tailwind
Services, LLC as its financial advisor.


MONTANA HIGHER: Fitch Maintains 'B' Outstanding Senior Notes
------------------------------------------------------------
Fitch Ratings currently maintains 'AAA/LS1'; Outlook Stable
ratings on the outstanding senior notes and 'B/LS3'; Outlook
Stable ratings on the outstanding subordinate notes issued from
Montana Higher Education Assistance Corp. (MHESAC), 1993 Master
Trust (the bonds).

MHESAC has requested that Fitch confirm existing ratings of the
above-mentioned bonds upon the execution of a Nineteenth
Supplemental Indenture, dated as of July 15, 2011 (the
Supplement), which supplements and amends the Indenture of Trust
dated as of Aug. 1, 1993, as supplemented and amended. Consistent
with its statements on policies regarding rating confirmations in
structured finance transactions (Jan. 13, 2009) and student loan
confirmations (May 8, 2009), Fitch is treating this request as a
notification.

Upon the execution of the Supplement, Wells Fargo Bank (Wells
Fargo), N.A., which currently serves as the indenture trustee,
will be appointed as back-up administrator. Wells Fargo will be
entitled to a back-up administrator fee paid by the trust out of
its administrative expenses. Student Assistance Foundation, a
Montana nonprofit organization, will remain the trust
administrator and servicer.

After reviewing the Supplement, Fitch has determined that it will
not have an impact on the existing ratings of the bonds. This
determination only addresses the effect of the Supplement on the
current ratings assigned by Fitch to the bonds. It does not
address whether the Supplement is permitted by the terms of the
transaction documents, nor does it address whether it is in the
best interests of, or prejudicial to, some or all of the holders
of the bonds.


MP-TECH AMERICA: Court Orders Removal of Two Committee Members
--------------------------------------------------------------
Judge Dwight H. Williams, Jr. of the U.S. Bankruptcy Court for the
Middle District of Alabama disclosed that upon consideration of
the bankruptcy administrator's recommendation regarding the
appointment and removal of representatives to the unsecured
creditors' committee in the chapter 11 case of MP-Tech America,
LLC, it is ordered that these creditors are removed from the
unsecured creditors' committee:

   1. Venture Express
      Sonya Tate
      P.O. Box 1000, Dept. 95
      Memphis, TN 38148
      Tel: (615) 793.9500, ext. 125

   2. Woori Bank
      Si-Young Heo
      245 Park Avenue, 43rd Floor
      New York, NY 10167
      Tel: (212) 949-1900

The Court's order also provides that Ambassador Personnel, Inc.,
is added to the Committee.

The current members of the Committee are now:

   a) Ambassador Personnel, Inc.
      c/o Jason Watkins
      Ball, Ball, Matthews & Novak, P.A.
      107 St. Francis Street, Suite 1590
      Mobile, Alabama 36602
      Tel: (251) 338-2721

   b) EXIM Bank
      c/o Derek Meek
      Burr & Forman, LLP
      420 North 20th Street, Suite 3400
      Birmingham, AL 35203
      Tel: (205) 458-5471

   c) Sunkyoung
      Byung Gyoo Min
      4541 Baldwin Avenue
      Montgomery, AL 36108
      Tel: (334) 782-1955

   d) ICS & M, Inc.
      David McNeil
      P.O. Box 8102
      Columbus, GA 31908
      Tel: (706) 568-0699

   e) Midsouth Employee Services, Corp.
      Myung Jun Kim
      5950 Carmichael Place, Suite 210
      P.O. Box 716
      Montgomery, AL 36117
      Tel: (334) 215-2211

                     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.

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: Auction on Manufacturing Facility Set for July 29
------------------------------------------------------------------
Judge Dwight H. Williams, Jr., of the U.S. Bankruptcy Court for
the Middle District of Alabama approved the bidding procedures
governing MP-Tech America, LLC's sale of its operating automotive
parts manufacturing facility located on approximately 26 acres of
real property in Cusseta, Chambers County, Alabama, and all of its
manufacturing equipment.

Objections to the Motion were filed by the Official Committee of
Unsecured Creditors and International Industrial Contracting
Corporation.  At a hearing held on June 28, 2011, the Debtor
announced certain changes, including changes to the auction
schedule as well as a reduction in the initial bid to $18,400,000.
As a result, the Objections have been withdrawn.

An auction sale will take place July 29, 2011, at 10:00 a.m.
(Eastern time).  Joon LLC, d/b/a Ajin USA, the Debtor's DIP
lender, has submitted an initial bid of $22,000,000 to purchase
the Property.  The Initial Bid includes, as part of the bid value,
the assumption of the Debtor's loan obligations to Korean
Development Bank, which holds a first priority security interest
in the Property securing the Debtor's prepetition debt of
approximately $15,077,000.  The Initial Bid is subject to Ajin
successfully renegotiating pricing on certain of the Debtor's
contracts to be assigned.

At the Auction, Qualified Bidders may submit an initial overbid
upon the Property in an amount so that the net amount of the bid
results in a bid that is at least equal to or greater than the
value to the Debtor of the Initial Bid plus $50,000.

All Bidders seeking to quality to bid, except the initial bidder,
must submit in writing to the Debtor, the Debtor's counsel, with a
copy to Creditors' Committee Counsel, on or before July 22, 2011.

The Bidder must provide a $100,000 deposit to be held in escrow in
the trust account of Burton & Armstrong, LLP.  The Deposit will be
refundable in the event the bid is not the Final Successful Bid or
is not approved by the Court at the Sale Hearing.  The Bidder must
also submit an Asset Purchase Agreement.

Closing of a sale on the Property will occur on or before
August 15.  The Final Successful Bidder may extend the Closing
Date by 15 days if Debtor, Creditors' Committee and Lender consent
to an extension and the Final Successful Bidder provides to Debtor
an additional $100,000 nonrefundable earnest money deposit no
later than August 15, 2011.

A final hearing to consider approval of the Initial Bid or the
Final Successful Bid will be held on August 1, 2011, at 2:00 p.m.
Objections to the sale must be submitted no later than August 3.

                      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.


MS 128: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: MS 128 Littleton Limited Partnership
        3819 Maple Avenue
        Dallas, TX 75219

Bankruptcy Case No.: 11-34563

Chapter 11 Petition Date: July 14, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Patrick J. Neligan, Jr., Esq.
                  NELIGAN FOLEY LLP
                  325 N. St. Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5333
                  Fax: (214) 840-5301
                  E-mail: pneligan@neliganlaw.com

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

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

The petition was signed by Timothy J. Hogan, vice president of
Littleton Apartments LLC.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


NEBRASKA BOOK: Files Chapter 11 Plan of Reorganization
------------------------------------------------------
Nebraska Book Co. filed its disclosure statement and prearranged
reorganization plan, having already worked out a deal with its
major creditors, including the vast majority of noteholders
collectively owed about $260 million.

Samuel Howard at Bankruptcy Law360 reports that Nebraska Book
asked a Delaware bankruptcy judge for permission to distribute a
Chapter 11 plan that restructures $450 million in debt and turns
the company over to two groups of noteholders.

BankruptcyData.com reports that according to the Disclosure
Statement, "The Plan shall serve as a motion by the Debtors
seeking entry of a Bankruptcy Court order substantively
consolidating all of the Estates and its subsidiaries into a
single consolidated Estate for all purposes associated with
Confirmation and Consummation. If substantive consolidation of all
of the Estates is ordered, then on and after the Effective Date,
all assets and liabilities of the Debtors shall be treated as
though they were merged into the Estate of NBC for all purposes
associated with Confirmation and Consummation, and all guarantees
by any Debtor of the obligations of any other Debtor shall be
eliminated so that any Claim and any guarantee thereof by any
other Debtor, as well as any joint and several liability of any
Debtor with respect to any other Debtor shall be treated as one
collective obligation of the Debtors. Substantive consolidation
shall not affect the legal and organizational structure of the
Reorganized Debtors' Entities or their separate corporate
existences or any prepetition or postpetition guarantees, Liens,
or security interests that are required to be maintained under the
Bankruptcy Code, under the Plan, any contract, instrument, or
other agreement or document pursuant to the Plan (including the
New Senior Secured Notes Indenture, New Senior Unsecured Notes
Indenture, New ABL Facility, New Warrants, Registration Rights
Agreement, or Shareholders Agreement, or the identity of the New
Board and management), or, in connection with contracts or leases
that were assumed or entered into during the Chapter 11 Cases.
Furthermore, creditor recoveries will not be adversely affected by
substantive consolidation of the Debtors' estates."

                   About Nebraska Book Company

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

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

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

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP as lawyers and Mesirow Financial Inc. as financial
advisers.

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


NEEK NILOU: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Daily News notes that Neek Nilou LLC, at 14535 Greenleaf St.,
Sherman Oaks filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. SV11-17833-MT) in Los Angeles County, California.  The
Company did not disclose its assets and debts.


NEW BERN: Plan Confirmation Hearing Set for Sept. 19
----------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina will convene a hearing on
Sept. 19, 2011, at 3:00 p.m., to consider the confirmation of New
Bern Riverfront Development, LLC's Amended Plan of Reorganization
dated June 30.

Any objections to the Plan and ballots accepting or rejecting the
Plan are due Aug. 30.

The Debtor said that it has filed an Amended Plan, which
represents a consensual plan of reorganization negotiated with its
secured creditor, Wells Fargo Bank, N.A.  Certain plan
modifications were made which do not materially impact other
creditors, and other plan modifications were needed in order to
address certain concerns raised by the City of New Bern.

According to the amended Plan, Wells Fargo will advance funds
necessary to pay costs of administration, and to pay for
operations and litigation costs after the Effective Date,
including but not limited to any amount outstanding of the
Debtor's utility obligations and other than interest or penalties,
all as a protective advance under the note.

The sale properties will be marketed and sold at the direction of
the consultant.

The net proceeds derived from the sale properties, together with
any recoveries from the pending civil action by the Debtor against
weaver Cooke and other parties, will be the sole means to repay
wells Fargo for the protective advances and to fund the payment of
allowed claims under the amended Plan.

Holders of unsecured claims will be paid from any net sale
proceeds remaining after payment in full of (i) the secured claim
of Wells Fargo and (ii) the secured claim of Weaver Cooke.

A full-text copy of the Amended Plan is available for free at
http://bankrupt.com/misc/NEWBERN_plan_amended.pdf

Marjorie K. Lynch, Bankruptcy Administrator, asks that the Court
confirm the proposed Plan so long as the Debtor addresses these
concerns, and meets the requirements of Section 1129, among other
things:

   -- the Debtor must comply with the quarterly fees and monthly
   reports;

   -- the Debtor must be prepared to provide evidence at the
   confirmation hearing regarding the assertion that the Debtor
   estimates that there would be no return to unsecured creditors
   in the event of a liquidation of the property;

   -- the Debtor must be prepared to provide evidence at the
   Confirmation Hearing regarding the ability to market and sell
   properties as outlined in the Proposed Plan.

   --  the Debtor must comply with the absolute priority rule as
   found in section 1129(b)(2)(B) of the Bankruptcy Code in order
   to demonstrate that the proposed treatment is "fair and
   equitable" as to a class of unsecured creditors,

Ms. Lynch is represented by:

        Brian C. Behr, Esq., staff attorney
        Office of the Bankruptcy Administrator
        Eastern District of North Carolina
        434 Fayetteville St., Suite 620
        Raleigh, NC 27601
        Tel: (919) 856-4886
        Fax: brian_behr@nceba.uscourts.gov

                      About New Bern Riverfront

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


NEW LEAF: Incurs $1.61 Million Net Loss in March 31 Quarter
-----------------------------------------------------------
New Leaf Brands, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.61 million on $687,586 of net sales for the three months
ended March 31, 2011, compared with a net loss of $2.62 million on
$954,549 of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$4.44 million in total assets, $5.15 million in total liabilities,
and a $707,939 total stockholders' deficit.

The Company has a history of recurring losses from continuing
operations, deficiencies in working capital and limited cash on
hand.  As of March 31, 2011, it has also been unable to generate
sustainable cash flows from operating activities.  In addition,
the Company has $1,483,299 in debt and related party obligations
payable within the next twelve months including an obligation
which is currently in default.  As of March 31, 2011, the
Company's cash and cash equivalents and working capital deficiency
are $38,052 and $3,696,519, respectively.  Collectively, these
factors raise substantial doubt about the Company's ability to
continue as a going concern.

As reported by the TCR on June 2, 2011, Mayer Hoffman McCann P.C.,
in Phoenix, Arizona, 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 from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt maturing in 2010.
Mayer Hoffman issued negative going concern qualifications
following the release of the 2009 and 2010 results.

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

                        http://is.gd/jbRUJc

                       About New Leaf Brands

Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.

The Company reported a net loss of $9.13 million on $4.25 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $10.93 million on $3.45 million of net sales for the same
period during the prior year.


NORMANDIE COURT: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Daily News reports that Normandie Court III-DE LLC, 3659 E.
Thousand Oaks Blvd., Thousand Oaks filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-17872).  The Company did not
disclose its assets and debts.


NORTEL NETWORKS: Meeting to Form Retiree Committee Tomorrow
-----------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on July 21, 2011, at 5:00 p.m. in the
bankruptcy case of Nortel Networks.

The sole purpose of the meeting will be to form a statutory
committee from the retirees who currently receiving benefits under
the retiree welfare plans of the Debtors.

Interested persons are asked to e-mail Lauren.E.O'Neal@usdoj.gov
for the whereabouts of the meeting's location.

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.

                     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.


NORTEL NETWORKS: Meeting to Form Disability Committee Tomorrow
--------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on July 21, 2011, at 5:00 p.m. in the
bankruptcy case of Nortel Networks.

The Bankruptcy Court ordered that the U.S. Trustee appoint a
statutory committee to represent the interest of the long-term
disability plan participants.

Interested persons are asked to e-mail Lauren.E.O'Neal@usdoj.gov
for the whereabouts of the meeting's location.

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.

                     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.


N.A. PETROLEUM: Contemplates September Plan Confirmation Hearing
----------------------------------------------------------------
North American Petroleum Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
their exclusive periods to file and solicit acceptances for the
proposed chapter 11 plan until Oct. 30, 2011, and Dec. 29,
respectively.

The Debtors set a July 29, hearing on their requested exclusivity
extensions.  Objections, if any, are due July 22, at 4:00 p.m.
prevailing Eastern Time.

The Debtors have already filed a proposed chapter 11 plan.  The
hearing on the Debtors' proposed disclosure statement is scheduled
for July 29.  The Debtors will begin soliciting votes on the Plan
following approval of the adequacy of the information in the
explanatory Disclosure Statement.

The Debtors are requesting extension of the exclusive periods to
ensure they have adequate time to complete solicitation of the
Plan and work with their major constituents to finalize any
confirmation issues with respect to the Plan in an orderly manner
without disruption from other competing plans.

The Plan contemplates collapsing the Debtors' existing corporate
structure, with Reorganized NAPCUS as the surviving entity.  The
Plan also contemplates that the Debtors will raise $3 million in
fresh capital in exchange for issuance of certain preferred stock,
which, along with cash on hand, will be used to fund the Plan.

Moreover, the proposed Plan provides for payment in full, in
either cash or stock, to holders of general unsecured claims.
Current equity interests in Petroflow will be cancelled, with
holders of Petroflow Interests receiving Reorganized NAPCUS Common
Stock or Cash, as further provided in the Plan.

In a separate motion, the Debtors also request that the Court
approve the plan-related timetable.

Voting Record Date                   July 29, 2011

Disclosure Statement Hearing         July 29, 2011 at 10:00 a.m.

Solicitation Date                    Aug. 5, 2011 or a date that
                                     is within five Business Days
                                     of entry of the Disclosure
                                     Statement Order.

Voting/Plan Objection Deadline       Sept. 2, 2011, 5:00 p.m., the

Confirmation Hearing                 A date to be set by the Court
                                     at the Disclosure Statement
                                     Hearing that is Sept. 12,
                                     2011.

                   About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' notice, claims and
balloting agent.


$140,678,983     $125,488,121

Petroflow Energy Ltd. filed its amended schedules, disclosing
$17,083 in assets and $108,741,965 in liabilities.

Full-text copies of the amended schedules are available for free
at http://bankrupt.com/misc/NAPETROLEUM_petroflowsal.pdf
   http://bankrupt.com/misc/NAPETROLEUM_sal.pdf

                    About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Kinetic
Advisors LLC is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice, claims and balloting
agent.


OLSON RUG: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Olson Rug Company
        dba Olson Rug & Flooring, Inc.
        dba Olson Rug Flooring & Blinds
        832 South Central Avenue
        Chicago, IL 60644

Bankruptcy Case No.: 11-29178

Chapter 11 Petition Date: July 15, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Phillip W. Nelson, Esq.
                  WILDMAN, HARROLD, ALLEN & DIXON LLP
                  225 West Wacker Drive
                  Chicago, IL 60606
                  Tel: (312) 201-2575
                  Fax: (312) 416-4854
                  E-mail: pnelson@wildman.com

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

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/ilnb11-29178.pdf

The petition was signed by Robert W. Rosenberg, chief operating
officer.


OM SAI: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Om Sai Hospitality, Inc.
          dba Best Western Circle Inn, Enterprise
              Best Western Enterprise
        c/o 207 Christopher Drive
        Enterprise, AL 36330

Bankruptcy Case No.: 11-11178

Chapter 11 Petition Date: July 14, 2011

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: J. Kaz Espy, Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504
                  326 North Oates Street 36303
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  Fax: (334) 712-1617
                  E-mail: lynnia@espymetcalf.com

Scheduled Assets: $2,313,030

Scheduled Debts: $4,020,393

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/almb11-11178.pdf

The petition was signed by Shanker C. Patel, treasurer.


PACIFICUS REAL ESTATE: Case Summary & 12 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: PacificUS Real Estate Group
        2 North Lake Avenue, Suite 820
        Pasadena, CA 91101
        Tel: (310) 299-1234

Bankruptcy Case No.: 11-40120

Chapter 11 Petition Date: July 14, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: rb@lnbrb.com

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

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

The petition was signed by Paul J. Giuntini, president.

Debtor's List of 12 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Barbara H. Carlsberg               --                   $2,094,440
2 N. Lake Avenue, Suite 820
Pasadena, CA 91101

Wells Fargo Bank                   --                      $77,474
Payment Remittance Center
P.O. Box 54349
Los Angeles, CA 90054-0349

Bank of America                    --                      $38,459
P.O. Box 301200
Los Angeles, CA 90030-1200

Financial Pacific Leasing          --                      $36,112

Bankdirect Capital Financial       --                      $14,306

Acura Financial Services           --                      $14,119

BMW Financial Services             --                       $8,154

Mercedes Benz Financial            --                       $7,719

Mitel Leasing, Inc.                --                       $7,431

The Hartford                       --                       $3,742

Patricia Maria Moreno              --                       $2,780

Los Angeles County Tax Collector   --                         $241


PALM HARBOR: U.S. Trustee Forms 4-Member Creditors' Committee
-------------------------------------------------------------
Roberta A. Deangelis, the United States Trustee for Region 3,
appointed four members to the official committee of unsecured
creditors in the Chapter 11 cases of Palm Harbor Homes.

The Creditors Committee members are:

      1. American Stock Transfer & Trust Company LLC
         ATTN: David H. Brill,
         62-01 15th Avenue,
         Brooklyn, NY, 11219,
         Tel: (718) 921-8528
         Fax: (718) 921-8366

      2. AQR Absolute Return Master Account, LP
         c/o CNH Partners,
         ATTN: Todd Pulvino
         2 Greenwich Plaza,
         1st Floor, Greenwich,
         CT 06830
         Tel: (203) 742-3002

      3. Greenwood Capital, LP
         ATTN: Steven Tannenbaum
         222 Berkeley Street, 17th Floor,
         Boston, MA 02116,
         Tel: (617) 236-4240
         Fax: (617) 236-4244

      4. Atlantic Service & Supply LLC
         ATTN: Forrest Campbell
         6525 Baker Blvd.
         Richland Hills
         TX 76118
         Tel: (817) 589-1265
         Fax: (817) 284-7211

                   About Palm Harbor Homes

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

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

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

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

As reported in the TCR on May 16, 2011, Cavco Industries and
Fleetwood Homes filed with the U.S. Bankruptcy Court for the
District of Delaware a motion for an order enforcing and ordering
Palm Harbor Homes to perform its obligations under the Court-
approved amended and restated asset purchase agreement and to pay
administrative expenses.

According to Cavco and Fleetwood, the Debtors ceased paying former
employees' sales commissions and profit-sharing bonuses prior to
the closing date when the individuals were still employees of the
Debtors.

No trustee has been appointed in the Debtors' cases.


PETROHAWK ENERGY: Moody's Reviews 'B2' CFR for Possible Upgrade
---------------------------------------------------------------
Moody's Investors Service placed Petrohawk Energy Corporation's B2
Corporate Family Rating (CFR) and B3 senior unsecured notes
ratings under review for possible upgrade. This action follows the
announcement that Petrohawk has agreed to be acquired by BHP
Billiton (BHP, A1 senior unsecured) for $38.75 per share in cash,
for a total enterprise value of $15.1 billion, including
Petrohawk's net debt.

BHP is a much larger and diversified energy company with deep
financial resources to support Petrohawk and the development of
its large acreage positions in the Haynesville and Eagle Ford
shale plays. Our review of Petrohawk's ratings will focus on
whether BHP will guarantee Petrohawk's debt and, if not, the
imputed support and ratings uplift attributable to BHP and the
strategic nature of its investment in Petrohawk. Without a
guarantee, Moody's would expect Petrohawk to be rated higher but
it is not likely to be rated investment grade. If Petrohawk's debt
is not guaranteed, Moody's will also consider the level of
financial disclosure available in order to maintain a rating on
Petrohawk following the acquisition. In the event that
substantially all of Petrohawk's rated debt is redeemed then we
would withdraw the ratings.

The principal methodology used in rating PetroHawk Energy
Corporation 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.

Petrohawk Energy Corporation is an independent exploration and
production company based in Houston, Texas.


PETROHAWK ENERGY: S&P Puts 'BB-' Corp. Rating on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Petrohawk
Energy Corp., including the 'BB-' corporate credit rating, on
CreditWatch with positive implications.

The rating action follows the announcement that BHP Billiton will
acquire Petrohawk. Under the terms of the agreement, BHP Billiton
will pay $12.1 billion in cash as consideration for Petrohawk
stock and assume net debt of approximately $3 billion.

"We believe Petrohawk will significantly enhance BHP Billiton's
presence in the North American oil and gas sector and provide a
strong platform for future reserve and production growth," said
Standard & Poor's credit analyst Lawrence Wilkinson. BHP has
indicated that it expects the transaction to close in the
third quarter of 2011.

Key elements in resolving the CreditWatch will be Petrohawk's
credit profile and its strategic importance to BHP Billiton and
whether BHP Billiton will provide a guarantee. "We expect to
comment on any notching implications upon or near the close of the
transaction," S&P said


PLATINUM STUDIOS: Files Form S-8; Registers 15MM Common Shares
--------------------------------------------------------------
Platinum Studios, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
15 million shares of common stock to be offered under the Platinum
Studios, Inc. 2011 Mid-Year Equity Incentive Plan for Employees
and Consultants.  A full-text copy of the Form S-8 is available
for free at http://is.gd/XD72z9

                      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.


QR PROPERTIES: Amended Plan Outline Includes Webster Bank Deal
--------------------------------------------------------------
QR Properties, LLC, filed with  the U.S. Bankruptcy Court for the
District of Massachusetts a disclosure statement explaining the
proposed plan of reorganization, amended as of July 12, 2011.

The Debtor requests that the hearing on adequacy of the disclosure
statement be held on an expedited basis.

The Debtor states that it filed a second amended disclosure
statement to include the agreement with Webster Bank, a secured
creditor, concerning the treatment of Webster Bank's claim.

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

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

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

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

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

                     About QR Properties, LLC

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


QR PROPERTIES: Hearing on Adequate Protection Set for July 28
-------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts will convene a hearing on July 28, 2011,
at 2:45 p.m., to consider the request of Webster Bank to compel QR
Properties, LLC to provide adequate protection of its mortgage on
the real estate of the Debtor.

As reported in the Troubled Company Reporter on June 28, 2011,
Webster Bank complained that more than 90 days have passed since
the Petition Date but the Debtor has not paid the lender any
adequate protection payments or other payments in an amount equal
to interest at the then applicable non-default contract rate of
interest on the value of the creditor's interest in the real
estate.

Webster Bank sought adequate protection of its interest in the
collateral pursuant to Section 326(d)(3) of the Bankruptcy Code in
the form of monthly interest payments of $31,521.

Webster Bank is represented by:

         Stephen A. Izzi, Esq.
         MOSES & AFONSO, LTD.
         160 Westminster Street, Suite 400
         Providence, Rhode Island 02903
         Tel: (401) 453-3600
         Fax: (401) 453-3604
         E-mail: sizzi@mosesafonso.com

                     About QR Properties, LLC

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


ROBERTS LAND: Amends Proposed Joint Plan of Reorganization
----------------------------------------------------------
Roberts Land & Timber Investment Corp. and Union Land & Timber
Corp. filed on July 6, 2011, a first amended joint plan of
reorganization.

With respect to the Secured Claims of Farm Credit of Florida, ACA,
owed approximately $11,300,819.22, the Debtor will, within 10 days
of the Effective Date, execute and deliver to Farm Credit a
Special Warranty Deed in recordable form, conveying its
entire fee simple interest in and to the real property
situated in Baker County, Florida, and referred to as the
Woodstock Industrial Site, in full satisfaction, release and
discharge of all indebtedness owed to it.

Holders of Class 6 Allowed Unsecured Claims will receive one
hundred twenty (120) equal monthly payments equivalent to 1/120 of
their total Class 6 distribution for a period of ten years with
the first payment thirty days from the Effective Date and
subsequent payments continuing every month thereafter.

Debtor will pay all claims from Debtor's post petition income from
mortgage and note receivables, income from cattle grazing and hunt
leases, income from the sale and development of real estate and
from management income.

A copy of the First Amended Joint Plan is available at:

  http://bankrupt.com/misc/robertsland.firstamendedjointplan.pdf

As reported in the TCR on June 27, 2011, the Debtors filed a
disclosure statement describing the Debtors' joint plan of
reorganization.

A copy of the Disclosure Statement is available for free at:

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

The Court will convene a hearing on July 27, 2011, at 10:30 a.m.,
to consider adequacy of the Disclosure Statement.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & TimberCorp. also sought Chapter 11
protection (Case No. 11-03853).

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management
of real estate developments, mortgage receivables, cattle grazing
leases and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


SAINT VINCENTS: PBGC Backs Auction of Staten Island Nursing Home
----------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that Pension Benefit
Guaranty Corp. voiced its support Monday for Saint Vincent's
Catholic Medical Centers' planned sale of its nursing home
operations in Staten Island, but told a New York bankruptcy court
it was concerned about interdebtor claims.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case Nos. 05-14945 through 05-14951) on July 5, 2005.

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SALANDER O'REILLY: Court Rules on "Madonna and Child" Controversy
-----------------------------------------------------------------
Bankruptcy Judge Cecelia G. Morris denied a request by Kraken
Investment, Ltd., for relief from the automatic stay, and for an
order stating that Jersey (Channel Islands) law controls the
determination of whether a work of art, "Madonna and Child," by
Sandro Botticelli is part of Salander O'Reilly Galleries' estate,
and that the determination will be made in arbitration in Jersey
(Channel Islands).

Kraken seeks to enforce an arbitration clause in a pre-petition
consignment contract entered with the Debtor's former principal,
which states that all disputes between the parties will be
determined by arbitration in Jersey under the law of Jersey, and
that the agreement will be governed by Jersey law.

In denying Kraken's motion, Judge Morris noted that the rights of
the liquidation trust established under the Debtor's plan were
created through chapter 5 of the Bankruptcy Code, which governs
creditors, the debtor and the estate, and were assigned to the
Trust by the Debtor's prepetition secured lender.  Judge Morris
said she does not find that cause exists to lift the stay, where a
party seeks to enforce an arbitration clause against an entity
that asserts rights derived from the Bankruptcy Code and as
assignee of a third-party creditor.  The presumption of
enforceability of arbitration clauses must yield to the policies
of the Bankruptcy Code, where the matter to be arbitrated is
substantively core.  Kraken has not made a persuasive argument
that the arbitration and choice of law clause is valid in light
of N.Y. U.C.C. Sec. 105(2), which states that N.Y. U.C.C. Sections
9-301 through 9-307 specify the law governing perfection, the
effect of non-perfection, and the priority of security interests,
which are at the heart of determining whether the Trust may
liquidate the work of art for the benefit of creditors.

Attorneys for Kraken Investment, Ltd., are:

          Petra von Ziegesar, Esq.
          David Faust, Esq.
          FAUST OPPENHEIM, LLP
          488 Madison Avenue, 17th Floor
          New York, NY 10022
          Tel: (212) 751-7700
          Fax: (212) 371-8410
          E-mail: pvonziegesar@frolaw.com
                  davidfaust@frolaw.com

A copy of Judge Morris' July 18, 2011 opinion is available at
http://is.gd/xl8LSGfrom Leagle.com.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibited and managed fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case No. 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP, represented the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represented the gallery.

Salander-O'Reilly Galleries was owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also had membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.,
and Richard J. Bernard, Esq,. at Baker & Hostetler LLP; and Susan
P. Persichilli, Esq., at Buchanan Ingersoll PC, represented the
couple in their restructuring efforts.  When they filed for
bankruptcy, Mr. and Mrs. Salander estimated assets and debts
between $50 million and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.  The U.S. Bankruptcy
Judge in Poughkeepsie, New York, converted the Chapter 11 case of
Mr. Salander and his wife to a liquidation in Chapter 7 in May
2008, automatically bringing the appointment of a trustee.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the gallery's case.

On Jan. 20, 2010, the Court confirmed the third amended joint plan
of liquidation proposed by the gallery, the Committee and Bank of
America N.A., the prepetition lender.  Alan M. Jacobs, was
appointed as trustee to the liquidating trust established under
the Plan.  Mr. Jacobs is represented by:

          Ilan Scharf
          PACHULSKI STANG ZIEHL & JONES, LLP
          780 Third Avenue, 36th Floor
          New York, NY 10017-2024
          Tel: 212-561-7700
          E-mail: ischarf@pszjlaw.com


SAN ANTONIO INTERNACIONAL: Moody's Withdraw 'B3' Corporate Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to San
Antonio Interncaional Ltd. and its proposed $500 million senior
unsecured notes offering. This action follows SAI's cancellation
of the proposed transaction.

Ratings withdrawn include the B3 Corporate Family Rating and the
B3 rating assigned to the proposed $500 million senior unsecured
notes.

The principal methodology used in rating in rating San Antonio was
the Global Oilfield Services Rating Industry Methodology,
published December 2009.

San Antonio Interncaional Ltd. is headquartered in Sao Paulo,
Brazil and incorporated under the laws of Bermuda.


SARATOGA RESOURCES: Receives Approval for Listing on NYSE Amex
--------------------------------------------------------------
Saratoga Resources, Inc. has received notification that its common
stock has been approved for listing on the NYSE Amex stock
exchange and has chosen J. Streicher & Co., L.L.C. as its
designated market maker.  Saratoga expects its common stock to
begin trading on the NYSE Amex under the trading symbol 'SARA' on
July 20, 2011.  Saratoga's common stock will continue to trade on
the OTCQB under its current symbol, "SROE.PK," until such date.

"Our listing on the NYSE Amex marks a significant milestone in the
transformation of our company," said Thomas F. Cooke, Chairman and
Chief Executive Officer. "Over the past several years we have
weathered an unprecedented decline in commodity prices and exited
bankruptcy, preserving our equity holders' interests intact and
paying our creditors one hundred cents on the dollar.  We have
since refinanced our debt and strengthened our balance sheet with
the infusion of additional equity while improving our bottom line
through increasing production, a rebound in commodity prices and a
sharp focus on controlling costs through operating efficiencies.
We believe that our recently announced successful equity raises,
including the participation of funds managed by Blackstone Group
affiliate GSO Capital Partners as lead investor, together with our
move to the NYSE Amex is a reflection on the great strides we have
made as a company.  We expect our listing on the NYSE Amex to
result in increased visibility within the investment community and
additional liquidity in the capital markets for our common stock."

"We welcome Saratoga Resources to the NYSE Euronext family of
listed companies and to NYSE Amex," said Scott Cutler, Executive
Vice President, NYSE Euronext.  "Saratoga and its shareholders
will benefit from superior market quality and technology, a broad
array of issuer and investor services, and a global brand
association. We look forward to building a strong and lasting
partnership with the Company and its shareholders."

                    About Saratoga Resources

Saratoga Resources, Inc. -- http://www.saratogaresources.net/--
is an independent exploration and production company with offices
in Houston, Texas, and Covington, Louisiana with 30 full-time
employees, supplemented by field-based contract operations
personnel.  Principal holdings cover 33,625 gross (32,527 net)
acres, mostly held-by-production, located in the state waters
offshore Louisiana.  Saratoga's stock currently trades on the OTC
Bulletin Board under the symbol "SROE".

Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.  Saratoga is being advised by its legal
counsel, Adams & Reese LLP; its investment banker, Pritchard
Capital Partners LLC; and its financial advisor, Ambrose
Consulting LLC.

The case is In Re Harvest Oil and Gas, LLC (Bankr. W.D. La. Lead
Case No. 09-50397).  Robin B. Cheatham, Esq., at Adams & Reese
LLP, represented the Debtors in their restructuring effort.  The
Debtors each estimated between $100 million and $500 million in
assets and debts in their Chapter 11 petitions.

On April 19, 2010, the U.S. Bankruptcy Court entered an order
confirming the Modified Third Amended Plan and, on May 14, 2010,
the Company satisfied all of the conditions set forth in the
Modified Third Amended Plan of Reorganization, the Modified Third
Amended Plan became effective and the Company exited from
bankruptcy.


SAVVIS INC: Moody's Upgrades Corporate Family Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Savvis, Inc. to Ba2 with a stable outlook from B1 following
completion of the acquisition of Savvis by CenturyLink, Inc.
(Baa3/ Negative Senior Unsecured Rating) on July 15, 2011. The
ratings upgrade reflects Moody's view that the acquisition of
Savvis by CenturyLink materially enhances Savvis's standalone
credit profile despite the fact that CenturyLink does not plan to
guarantee any of Savvis's remaining debt obligations. The
magnitude of the rating's lift has been capped at two notches
based on Moody's published methodology to rating non-guaranteed
subsidiaries.

Upgrades:

   Issuer: Savvis, Inc.

   -- Corporate Family Rating, Upgraded to Ba2 from B1

Probability of Default Rating, Upgraded to Ba2 from B1

   Issuer: Savvis Communications Corp.

   -- Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD3-
      44%)from B1 (LGD3-44%)

RATINGS RATIONALE

Concurrent with this rating action, Moody's upgraded the various
instrument ratings of Savvis's subsidiary, Savvis Communications
Corp as listed above, in accordance with Moody's loss given
default methodology. Finally, Moody's said it will withdraw all
ratings for Savvis and its subsidiaries as CenturyLink has used
cash on hand to redeem the outstanding amounts under Savvis's
credit facilities. This concludes the ratings review commenced
when the acquisition agreement between Savvis and CenturyLink was
announced in April 2011.

The principal methodology used in rating Savvis was the Global
Communications Infrastructure Rating Methodology published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Savvis, located St. Louis, MO, is a provider of managed services,
colocation, and network services in its 32 data centers across the
world.


SEAHAWK DRILLING: Seeks Court Approval for Emergency Settlement
---------------------------------------------------------------
BankruptcyData.com reports that Seahawk Drilling filed with the
U.S. Bankruptcy Court an emergency motion for an order approving
procedures for (A) liquidating and settling approximately $9
million in personal injury claims through direct negotiation
and/or alternative dispute resolution and/or (B) modifying the
automatic stay to permit certain litigation with respect to such
personal injury claims to proceed.  The Court scheduled a July 21,
2011 hearing to consider the motion.

                        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.


SIERRA VERDE: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sierra Verde II, LLC
          aka Sierra Verde Condominiums
              Sierra Verde Villas
              Sierra Verde Condos
              Sierra Verde Condominiums LLC
        5460 S. Quebec Street, Suite 300
        Englewood, CO 80111

Bankruptcy Case No.: 11-26778

Chapter 11 Petition Date: July 15, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Darrell G. Waas, Esq.
                  WAAS CAMPBELL RIVERA JOHNSON & VELASQUEZ LLP
                  1350 17th Street, Suite 450
                  Denver, CO 80202
                  Tel: (720) 351-4700
                  Fax: (720) 351-4745
                  E-mail: waas@wcrlegal.com

                         - and -

                  Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  E-mail: jweinman@epitrustee.com

                         - and -

                  William A. Richey, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  E-mail: lkraai@weinmanpc.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 six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cob11-26778.pdf

The petition was signed by Michael Blumenthal, president of
Michael B. Enterprises, Inc., manager.


SILGAN HOLDINGS: Moody's Upgrades Corp. Family Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Silgan Holdings Inc. to Ba1 from
Ba2. Moody's also assigned a Ba1 rating to the new approximately
$1.8 billion senior secured credit facilities and revised the
rating on the $250 million unsecured notes due August 2016 to Ba2
from Ba3. The ratings outlook is stable. The new facilities will
be used to refinance the old credit facilities as well as term out
part of the revolver borrowings.

Moody's took these actions for Silgan Holdings Inc.:

Upgraded the CFR to Ba1 from Ba2

Upgraded the PDR to Ba1 from Ba2

Assigned $800 million multicurrency revolving credit facility due
July 2016, Ba1 (LGD 3, 43%)

Assigned $400 million term loan A due July 2017, Ba1 (LGD 3, 43%)

Assigned EUR335 million term loan A due July 2017, Ba1 (LGD 3,
43%)

Upgraded $250 million senior unsecured notes due August 2016 to
Ba2 (LGD 6, 91%) from Ba3 (LGD 5, 75%)

Moody's took the following actions for Silgan Plastics Canada Inc.

Assigned CAD 81 million term loan A due July 2017, Ba1 (LGD 3,
43%)

The ratings outlook is stable.

The ratings for the senior secured debt are the same as the CFR
due to the preponderance of secured debt in the capital structure
and the comparatively limited amount of unsecured debt beneath it
as cushion.

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

RATINGS RATIONALE

The upgrade of the CFR to Ba1 from Ba2 reflects the company's
improvement in operating margins and leverage and interest
coverage that are in line with the Ba1 rating category. The
upgrade also reflects an expectation of continued stability in
operating margins, an improvement in free cash flow to debt and
the maintenance of credit metrics within the rating category.
Moody's notes that Silgan has been acquisitive and any significant
debt financed acquisitions would likely pressure the rating.

The Ba1 corporate family rating reflects the consolidated industry
structure in the company's metals segment (food can and closures)
and strong market shares and contract structures in food cans. The
rating also reflects the significant onsite presence with
customers in the food can segment and the significant percentage
of custom products in the plastics segment. The company also
maintains good liquidity.

The corporate family rating is constrained by the company's
acquisitiveness, primarily commoditized product line and
concentration of sales. The rating is also constrained by the low
growth in the food can market and the potential for increased
operating and ratings risk over time stemming from the company's
acquisition strategy. Contract terms in the plastic vacuum
closures and plastics segments have relatively weaker terms than
the food can segment (including a lack of cost pass-throughs for
costs other than raw materials) and resin prices have been
volatile historically. Moreover, the industry structures for both
plastic segments are fragmented with significant competitive
pressures.

The ratings could be downgraded if there is deterioration in the
operating and competitive environment, deterioration in credit
metrics and/or a significant debt financed acquisition. The
ratings could also be downgraded if there is a change in financial
policies to the detriment of debt holders. Specifically, the
ratings could be downgraded if adjusted debt to EBITDA rises above
3.5 times, free cash flow to debt remains below 9.5%, EBIT to
interest expense declines to below 4 times, and/or the EBIT margin
declines below 9.5%.

The rating could be upgraded if Silgan commits to investment grade
financial policies and sustainably improves credit metrics within
the context of continued stability in the operating and
competitive environment. Specifically, the ratings could be
upgraded if the EBIT margin improves to the mid-teens, debt to
EBITDA improves to below 2.8 times, EBIT to interest expense
improves to over 4.5 times, and free cash flow to debt improves to
the mid teens.

The principal methodology used in rating Silgan was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009 and and Speculative
Grade Liquidity Ratings published September 2002. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


SONIC AUTOMOTIVE: S&P Raises CCR to 'BB-' on Improved Leverage
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Charlotte, N.C.-based Sonic Automotive Inc. to 'BB-'
from 'B+'. The outlook is stable.

"At the same time, we raised the issue-level ratings on the
company's debt issues as follows. We raised the rating on the
company's senior unsecured debt to 'B+' from 'B-' and revised the
recovery rating on the debt to '5' from '6'. The '5' recovery
rating indicates expectations for modest (10%-30%) recovery
in the event of payment default," S&P stated.

"In addition, we raised the issue rating on the company's
subordinated debt issue to 'B' from 'B-'. The '6' recovery rating
on that debt remains unchanged and indicates expectations for
negligible (0%-10%) recovery in the event of default," S&P noted.

"The upgrade reflects the company's demonstrated progress in debt
reduction, our belief that Sonic will be able to further improve
credit measures, and the company's recent refinancing of certain
credit facilities," said Standard & Poor's credit analyst Nancy
Messer. "We continue to view the business risk profile as fair and
Sonic's financial risk profile as aggressive, because of high
leverage. Still, we believe Sonic can reach and sustain 4.7x
adjusted leverage (it was 4.8x at March 31, 2011), with lease-
adjusted EBITDA of around $250 million in 2011."


SOUTH EDGE: Ch. 11 Trustee Wants $21.4-Mil. in DIP Financing
------------------------------------------------------------
Cynthia Nelson, the Chapter 11 trustee in the bankruptcy case of
South Edge, LLC, asks the U.S. Bankruptcy Court for the District
of Nevada for authority to obtain postpetition financing on a
priming lien basis of up to $21.4 million and with an initial,
interim borrowing limit of $4.0 million, pursuant to a Trustee
Financing Agreement with certain affiliates of the Settling
Builders, as Lenders.

The material provisions of the Trustee Financing Agreement (the
"TIP Loan Agreement," or TLA" are:

1. Maturity Date/Termination: The TIP Facility will mature on the
   earliest of: (a) the termination of the Plan Support Agreement;
   (b) the Trustee's Consent Termination; (c) the effective date
   of the Plan of Reorganization; (d) termination and acceleration
   of the Loans following a Default; or (e) Nov. 30, 2011.

2. Interest Rate: 0%, unless a Default occurs, at which time
   interest will accrue and be payable at the Default Rate equal
   to the prime rate (as quoted in the Wall Street Journal), plus
   5%.

3. Loan Amount: Up to $21.4 million.

4. Liens: First priority priming liens in favor of the Builder
   Lenders on the Collateral, which will consist of any and all
   rights and interests of the Estate in and to payments or
   reimbursements from LID Proceeds (as defined below) that have
   been paid to the Estate or that will become payable to the
   Estate in connection with the construction or completion of
   improvements relating to Local Improvement District T-18
   ("LID T-18") segments relating to the Project, and proceeds,
   products, offspring, and profits thereof (including cash).

5. Superpriority Claims: All Obligations under the TIP Facility
   will constitute an administrative expense claim against the
   Estate pursuant to Bankruptcy Code Sections 503(b) or 507(b).

The TIP Facility is made possible by a settlement reached recently
among KB Home Nevada, Inc., Coleman-Toll Limited Partnership,
Pardee homes of Nevada, and Beazer Homes Holdings Corp.
(collectively, the Settling Builders"), on the one hand, and
JPMorgan Chase Bank, N.A., as Agent under the Debtor's prepetition
credit agreement, and a supermajority of the lenders under the
Credit Agreement (the "Consenting Lenders").

The Settlement is to be implemented through a Chapter 11 plan of
reorganization that is to be jointly proposed by the Consenting
Lenders, JPMorgan and the Settling Builders.

A copy of the Trustee Financing Motion is available at:

   http://bankrupt.com/misc/southedge.trusteefacilitymotion.pdf

                          About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTHERN UNION: Moody's Affirms 'Ba1' Jr. Subordinated Ratings
--------------------------------------------------------------
Moody's Investors Service changed Southern Union Company's outlook
to negative from stable. Moody's also affirmed SUG's Baa3 senior
unsecured and Ba1 junior subordinated ratings, and the Baa3 senior
unsecured ratings for its rated subsidiary, Panhandle Eastern Pipe
Line Company, LP. The rating outlook remains stable for PEPL.
These actions were taken in response to The Williams Companies,
Inc. (Williams, rated Baa3, negative outlook) revised offer to
acquire SUG for $44 per share in cash, for a total enterprise
value of $9.4 billion and SUG's decision to enter into
negotiations.

RATINGS RATIONALE

"Williams' higher bid for Southern Union increases the chances of
a transaction between the two companies," said Pete Speer, Moody's
Vice-President. "An acquisition by Williams could pressure
Southern Union's Baa3 ratings."

Williams has stated that it plans to contribute a substantial
portion of Southern Union's assets to Williams Partners, LP (WPZ,
rated Baa3, under review for upgrade). This raises concerns that
there will not be sufficient leverage reduction at the SUG level
to offset the reduction in assets and issues of structural
subordination that could result in a downgrade of SUG's ratings.
Therefore we have changed SUG's rating outlook to negative,
consistent with the negative outlook for Williams. Currently, we
view it as unlikely that the Williams acquisition will weaken
PEPL's credit profile, so we have affirmed the Baa3 rating and
stable outlook.

The rating outlook for Williams was changed to negative following
its initial bid for SUG due to the potential for additional debt
at Williams and structural subordination of Williams' debt
relative to the assets owned by WPZ and its regulated pipeline
subsidiaries. The new bid increases Williams' purchase price by
approximately $700 million, raising the already high valuation and
the potential for more debt at Williams. If Williams enters into
an agreement to acquire SUG then we will evaluate whether a review
for possible downgrade is warranted for Williams and Southern
Union's debt.

The Baa3 ratings for WPZ and the Baa2 ratings for its pipeline
subsidiaries, Transcontinental Gas Pipe Line Company, LLC and
Northwest Pipeline GP remain under review for possible upgrade. In
addition to the conclusion of the pending IPO and separate
financing of Williams' exploration and production subsidiary, WPX
Energy, our review will also incorporate the effects on the
business risk profile and leverage of WPZ of the potential
dropdown of SUG assets if a merger agreement is reached. We
continue to believe that an upgrade of WPZ to Baa2 is possible if
the dropdowns are funded with an appropriate mix of debt and
equity. This would also support an upgrade of the pipeline
subsidiaries. However, we note that the high multiple being paid
for SUG makes it more challenging to limit the leveraging effect
on WPZ of the dropdown transactions.

The principal methodology used in rating Southern Union Company
was the Natural Gas Pipelines Methodology, published in December
2009.

Southern Union Company is a diversified energy company engaged
primarily in the business of gathering, processing,
transportation, storage, and distribution of natural gas in the
United States. It maintains its headquarters in Houston, Texas.


TELTRONICS INC: Hearing on Wells Fargo DIP Loan on Thursday
-----------------------------------------------------------
Judge K. Rodney May will hold a hearing on July 21, 2011, at 9:30
a.m., to consider final approval of up to $2.5 million in
postpetition financing obtained by Teltronics Inc.

The Debtor secured the revolving credit facility from Wells Fargo
Capital Finance, Inc.  Prior to the bankruptcy filing, Wells Fargo
Capital Finance, formerly Wells Fargo Foothill, Inc., provided a
revolving loan facility and a term loan facility to the Debtor
under a 2007 credit agreement.  As of the Petition Date, the
outstanding balances under the Revolving Loan and the Term Loan
were $1.8 million and $1.1 million, respectively.

The Debtor will be using the DIP loan proceeds to fund operating
expenses and costs of administration in accordance with a term
sheet and budget.

On June 30, the Debtor was given authority to borrow up to
$1.55 million on an interim basis.  The Debtor also won permission
to use cash collateral.

The DIP obligations are secured by first priority liens and first
priority senior security interest in the Debtor's assets, subject
to a carve-out for fees and expenses of bankruptcy professionals
employed by the Debtor or any official committee, and fees
required to be paid to the Clerk of the Court and to the Office of
the United States Trustee under 11 U.S.C. Section 1930(a).  The
DIP collateral excludes avoidance actions under sections 544, 546,
547, 548 and 550 of the Bankruptcy Code.

The DIP facility will mature on the earliest to occur of: (i)
Sept. 30, 2011, (ii) the effective date of a plan of
reorganization in form and substance acceptable to the DIP Lender,
(iii) the occurrence of an Event of Default and a determination by
the DIP Lender to terminate its commitment, or (iv) the closing of
a sale that satisfies the Obligations in full in cash.

Counsel for the DIP Lender is:

          Donald Kirk, Esq.
          FOWLER WHITE BOGGS P.A.
          501 E. Kennedy Blvd, Suite 1700
          Tampa, Florida 33602
          E-mail: dkirk@fowlerwhite.com

               - and -

          Pamela Kohlman Webster, Esq.
          BUCHALTER NEMER, A PROFESSIONAL CORPORATION
          1000 Wilshire Blvd., Ste. 1500
          Los Angeles, CA 90017
          E-mail: pwebster@buchalter.com

                     About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.  Teltronics
has three wholly owned subsidiaries, Teltronics Limited, 36371
Yukon Inc., and TTG Acquisition Corp.

Teltronics filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-12150) on June 27, 2011.  Judge K. Rodney May presides over
the case.  Charles A. Postler, Esq., at Stichter, Riedel, Blain &
Prosser, serves as the Debtor's counsel.  Michael J. Worral at
Solutions Management LLC serves as chief restructuring officer.
The petition was signed by Ewen R. Cameron, president.

The Company's balance sheet at Dec. 31, 2010, showed $9.1 million
in total assets and $19.8 million in total liabilities.

The U.S. Trustee has appointed an official committee of unsecured
creditors in the case.


TELTRONICS INC: Hiring Solutions Management's Worral as CRO
-----------------------------------------------------------
Teltronics Inc. seeks Bankruptcy Court authority to hire Michael
J. Worral and Solutions Management LLC as chief restructuring
officer.  The CRO may be reached at:

          Michael J. Worrall
          President and Managing Director
          SOLUTIONS MANAGEMENT LLC
          459 Marmora Ave.
          Tampa, FL 33606-3821 USA
          Tel: (813) 253-0960
          Fax: (813) 258-3486
          E-mail: MWorrall@SolutionsMgmt.net

The CRO hiring is a condition to the extension of postpetition
financing to the Debtor by Wells Fargo Capital Finance, Inc., the
Debtor's senior secured creditor.

Solutions Management will bill at its usual and customary rates:

          Principals                    $250 to $400 per hour
          Project directors and
            Principal consultants       $250 to $350 per hour
          Associate consultants         $150 to $200 per hour
          Professional assistants       $250 to $400 per hour
            and administrative
            personnel                    $75 to $125 per hour

Mr. Worrall's hourly rate is $350 per hour.  He will be assisted
by Rick Konvalinka.

From July 2008 through January 2009, Solutions Management was
engaged by NetVersant Solutions, Inc., a customer of the Debtor,
in connection with NetVersant's own Chapter 11 bankruptcy filing
in Delaware.   As of the Debtor's petition date, NetVersant is not
a creditor of the Debtor.  The former engagement of Solutions
Management by NetVersant does not create a conflict of interest.

Solutions Management also rendered services to other clients which
had loans with Wells Fargo.  The Debtors believes this does not
create a conflict.

                     About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.  Teltronics
has three wholly owned subsidiaries, Teltronics Limited, 36371
Yukon Inc., and TTG Acquisition Corp.

Teltronics filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-12150) on June 27, 2011.  Judge K. Rodney May presides over
the case.  Charles A. Postler, Esq., at Stichter, Riedel, Blain &
Prosser, serves as the Debtor's counsel.  The petition was signed
by Ewen R. Cameron, president.

The Company's balance sheet at Dec. 31, 2010, showed $9.1 million
in total assets and $19.8 million in total liabilities.

The U.S. Trustee has appointed an official committee of unsecured
creditors in the case.

Wells Fargo Capital Finance Inc., as DIP Lender, is represented by
Donald Kirk, Esq., at Fowler White Boggs P.A., and Pamela Kohlman,
Esq., at Webster, Buchalter Nemer, P.C.


TELTRONICS INC: Sec. 341 Creditors' Meeting Set for July 25
-----------------------------------------------------------
The United States Trustee for Region 21 in Tampa will hold a
Meeting of Creditors pursuant to Section 341(a) of the Bankruptcy
Code in the Chapter 11 case of Teltronics Inc. on July 25, 2011,
at 9:30 a.m. at Tampa, FL (860) - Room 100-A, Timberlake Annex,
501 E. Polk Street.

The last day to oppose discharge or dischargeability is Sept. 23,
2011.  Proofs of claim are due by Sept. 12, 2011.

The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date without further
notice.

                     About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.  Teltronics
has three wholly owned subsidiaries, Teltronics Limited, 36371
Yukon Inc., and TTG Acquisition Corp.

Teltronics filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-12150) on June 27, 2011.  Judge K. Rodney May presides over
the case.  Charles A. Postler, Esq., at Stichter, Riedel, Blain &
Prosser, serves as the Debtor's counsel.  The petition was signed
by Ewen R. Cameron, president.

The Company's balance sheet at Dec. 31, 2010, showed $9.1 million
in total assets and $19.8 million in total liabilities.

The U.S. Trustee has appointed an official committee of unsecured
creditors in the case.

Wells Fargo Capital Finance Inc., as DIP Lender, is represented by
Donald Kirk, Esq., at Fowler White Boggs P.A., and Pamela Kohlman,
Esq., at Webster, Buchalter Nemer, P.C.


TELTRONICS INC: Landlord Seeks Rent Payment on Palmetto Property
----------------------------------------------------------------
Gulfcoast Property No. 1 LLC asks the Bankruptcy Court to compel
Teltronics Inc. to timely perform its obligations under the
parties' lease.  The Debtor leases manufacturing and office space
in Palmetto, Florida, from Gulfcoast Property.  Gulfcoast said the
Debtor has failed to pay the rent for July 2011, which is $41,692.
Rent is payable under the lease monthly in advance.

Gulfcoast is represented by:

          Edwin G. Rice, Esq.
          GLENN RASMUSSEN FOGARTY & HOOKER, PA
          100 South Ashley Drive, Suite 1300
          Tampa, FL 33602
          Tel: 813-229-3333
          Fax: 813-229-5946
          E-mail: erice@glennrasmussen.com

                     About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.  Teltronics
has three wholly owned subsidiaries, Teltronics Limited, 36371
Yukon Inc., and TTG Acquisition Corp.

Teltronics filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-12150) on June 27, 2011.  Judge K. Rodney May presides over
the case.  Charles A. Postler, Esq., at Stichter, Riedel, Blain &
Prosser, serves as the Debtor's counsel.  Michael J. Worral at
Solutions Management LLC serves as chief restructuring officer.
The petition was signed by Ewen R. Cameron, president.

The Company's balance sheet at Dec. 31, 2010, showed $9.1 million
in total assets and $19.8 million in total liabilities.

The U.S. Trustee has appointed an official committee of unsecured
creditors in the case.

Wells Fargo Capital Finance Inc., as DIP Lender, is represented by
Donald Kirk, Esq., at Fowler White Boggs P.A., and Pamela Kohlman,
Esq., at Webster, Buchalter Nemer, P.C.


THREE T'S: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: Three T's, Inc.
        8436 Anderson Court
        Mechanicsville, VA 23116

Bankruptcy Case No.: 11-34560

Chapter 11 Petition Date: July 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Roy M. Terry, Jr., Esq.
                  DURRETTECRUMP PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  E-mail: rterry@durrettecrump.com

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

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

The petition was signed by Troy W. Sebra, president.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Northumberland County              2010 Property Taxes      $3,500
P.O. Box 129                       for Real Estate
Heathsville, VA 22473


TR SHADOW: Sec. 341 Creditors' Meeting Set for Aug. 11
------------------------------------------------------
The United States Trustee for Region 16 will convene a Meeting of
Creditors pursuant to Sec. 341(a) of the Bankruptcy Code in the
bankruptcy case of TR Shadow View, LLC, on Aug. 11, 2011, at 10:00
a.m. at RM 1-159, 411 W Fourth St., in Santa Ana, California.

The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date without further
notice.

TR Shadow View, LLC, based in Newport Beach, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-19227) on
June 29, 2011.  Eric J. Fromme, Esq., at Rutan & Tucker LLP,
serves as the Debtor's bankruptcy counsel.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Thomas J. Rielly, manager.


TR SHADOW: Status Hearing Set for September 7
---------------------------------------------
The Bankruptcy Court will hold a hearing on the status of TR
Shadow View, LLC's Chapter 11 case on Sept. 7, 2011, at 9:00 a.m.
in Courtroom 6C at 411 West Fourth Street, in Santa Ana,
California.

TR Shadow View, LLC, based in Newport Beach, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-19227) on
June 29, 2011.  Eric J. Fromme, Esq., at Rutan & Tucker LLP,
serves as the Debtor's bankruptcy counsel.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Thomas J. Rielly, manager.


TRANS-AID INC.: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Trans-Aid Inc.
          dba Trans Aid Ambulance
              Trans Aid Non Emergency Medical Transportation
        1300 Gardena Avenue
        Glendale, CA 91204

Bankruptcy Case No.: 11-40246

Chapter 11 Petition Date: July 15, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Henry D. Paloci, Esq.
                  HENRY D. PALOCI, III, PA
                  2060-D Avenida de los Arboles, #490
                  Thousand Oaks, CA 91362
                  Tel: (888) 777-2404
                  Fax: (866) 565-6345
                  E-mail: hpaloci@hotmail.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-40246.pdf

The petition was signed by Armen Abassian, CEO.


TROPICANA ENT: Judge Won't Grant Lazard Summary Judgment
--------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware denied Lazard Freres & Co. LLC's motion for leave to file
a summary judgment with regard to the fee objection lodged by the
Steering Committee of Lenders to the Reorganized OpCo Debtors.

The Court's order, entered on July 13, 2011, is without prejudice
to Lazard's right to re-file the Motion after the resolution of,
or the Court's ruling on, the Fee Allocation Dispute.

Before the Court entered its ruling, the Steering Committee
objected to the Motion for Leave, arguing that Lazard Freres' last
minute attempt to seek leave of court for a summary judgment
motion filing is in direct violation of the Second Amended Order
Setting a Discovery and Hearing Schedule for the Final Fee
Application.

On behalf of the Steering Committee, Vivian A. Houghton, Esq., in
Wilmington, Delaware, asserted that not once since the filing of
the Steering Committee's Fee Objection and despite numerous
scheduling orders did Lazard Freres object to the scheduling
orders; reserve its rights to file any additional pleadings; nor
did it inform the Court or the Steering Committee that it intended
to file any additional pleadings, much less a motion for summary
judgment.  The only "good cause" Lazard Freres has demonstrated is
that "it wants its money," Ms. Houghton pointed out, of which the
amount and the entitlement of Lazard Freres to its claim are in
dispute.

The issue of Lazard Freres' claim of over $11,000,000 and the
allocation of that amount of money should not be decided without a
Court hearing and without witnesses, the Steering Committee
asserted.

               Responses to Court's Directive
                 for Additional Information

The Steering Committee, Tropicana Las Vegas, Inc. and the
Liquidating LandCo Debtors, and certain professionals have
submitted letters with respect to the Court's order for the
submission of additional information regarding the Fee Allocation
Dispute.

The Court specifically requested the parties to supplement their
briefing to address (i) the extent to which the requested fees
relate to services "directly attributable to one but not to
another debtor entity"; (ii) the extent to which the requested
fees relate to "services which must be performed for both [LandCo
and OpCo] and are inseparable as a practical matter"; (iii)
whether there existed a period of time when "both Debtors had
equally to be heard . . . and were both equally served in the
initial phase of the case" or when "separation" of the LandCo and
OpCo estates occurred; and (iv) the extent to which "consideration
must be given for the disproportionate size, debt, revenue, [and]
number of operations between the two groups."

(1) Steering Committee

   The Steering Committee urges the Court to allocate the fees
   and costs between the Debtors equally for the time period
   before the Effective Date of the LandCo Debtors' Plan of
   Reorganization.

   At a May 11, 2011 hearing, the Steering Committee presented
   three witnesses, including Scott Butera, the former chief
   executive officer and president of the Debtors, who testified
   that the Debtors were operated as one entity until at the
   earliest of approximately January 2009, when it was
   recognized that there would not be a single entity emerging
   out of the bankruptcy, but instead two entities, James P.
   Schratz, Esq., in Sonoma, California, the Steering
   Committee's counsel, points out.  In contrast, he notes, the
   LandCo Debtors did not present any witnesses to contradict
   the testimony and, among other things, failed to present any
   witnesses to support their argument that a 90/10 allocation
   was proper.

   The Steering Committee reiterated that it presented
   uncontradicted evidence that until at least January 2009, the
   Debtors operated as one entity, and a review of all the
   pleadings, deposition testimony and hearing transcripts
   confirms that fact.  The Steering Committee believes that the
   professionals properly allocated their time after July 1,
   2009, the date the LandCo Plan became effective, and that the
   OpCo Debtors should be responsible for all fees incurred as
   reflected on invoices dated up through March 8, 2010, which
   are the subject of the final fee application.

   The Steering Committee also believes that it would be
   improper to give consideration to extraneous factors,
   including the size of the debt of each entity as well as the
   amount of revenue of each entity and other factors unrelated
   to the amount of work each professional firm spent.  Among
   other things, consideration of any of these factors would
   violate the retainer agreements and retention orders under
   which the professional firms were hired, Mr. Schratz tells
   the Court.

(2) LandCo Parties

   The LandCo Parties submit that, taking the facts and factors
   identified by the Court into account, an allocation of fees
   on a professional-by-professional basis, using the
   methodology they proposed in their Fee Objections, is the
   most reasonable, fair and equitable resolution under the
   circumstances of cases of the Tropicana Debtors.

   The LandCo Parties have proposed to allocate specific
   services to specific debtor groups where possible, regardless
   of the time at which the services were performed.  For
   unallocable services, the LandCo Parties have proposed to
   allocate fees pursuant to the ratio of a particular
   professional's LandCo-specific time and OpCo-specific time.

   If, however, the Court determines that it is relevant to draw
   a distinction between different phases of the bankruptcy
   cases, the LandCo Parties submit that it is appropriate to
   conclude that (i) the initial "settling in" phase ran from
   the Petition Date through July 2, 2008, the date of
   resolution of the OpCo bondholders' motion seeking
   appointment of a trustee; and (ii) the "separation" phase
   began no later than early October 2008, when formal efforts
   regarding separate plans of reorganization started.

   The LandCo Parties' allocation methodology hews closely to
   the key considerations touched upon by the Court at the
   May 11 hearing, James O. Johnston, Esq., at Dewey &
   LeBoeuf LLP, in Los Angeles, California, counsel to the
   LandCo Parties, avers.  The Court admitted the LandCo
   Parties' proposed allocation into evidence over the objection
   of the OpCo Steering Committee.  "That is the only allocation
   in evidence," Mr. Johnston points out.  In contract, he
   points out, the Steering Committee did not attempt its own
   time-entry-by-time-entry and professional-by-professional
   allocation, proposing instead an omnibus, across-the-board
   50% allocation for all fees and all professionals.

   "[I]t is now clear from the OpCo Steering Committee's
   agreement not to contest the allocations proposed by Kirkland
   & Ellis (29.3% to LandCo) and AlixPartners (29.2%), and from
   the testimony of Mr. Butera (its own witness), that no one
   actually believes that a 50/50 allocation is appropriate," Mr.
   Johnston asserts.

   Mr. Johnston points out that "huge amounts" of professional
   time in the Tropicana Debtors' cases were devoted to activity
   that "clearly related to one group of debtors or the other
   (usually the OpCo Debtors)."  He also notes that Mr. Butera
   readily agreed that many of the major services had marginal
   to no benefit to the LandCo Parties, including efforts to
   reclaim or sell the Atlantic City casino, the Evansville
   casino, and the Vicksburg casino as well as the litigation
   over the Park Cattle Lake Tahoe leases.

   There are also certain substantial services that clearly
   benefitted both groups of estates, including general case
   administration and related matters, Mr. Johnston acknowledges.
   There needs to be a methodology for allocating the fees
   associated with those unallocable services, but a default
   rule cannot be a 50/50 allocation between the OpCo and LandCo
   estates, he maintains.  A 50/50 rule, he argues, would burden
   the LandCo estates with a vastly disproportionate share of
   fees relative to their place in the Tropicana conglomerate,
   whether measured by number of casinos, number of debtors,
   number of creditors, or amount of revenue, debt, or case
   activity.

   The LandCo Parties' methodology accurately reflects the
   proportionate level of services rendered by each professional
   to each Debtor group and is consistent with applicable laws,
   Mr. Johnston emphasizes.  In the alternative, there are
   several other potential allocation methodologies that reflect
   "the disproportionate size, debt, revenue, [and] number of
   operations between the two groups," none of which come close
   to the 50/50 allocation previously urged by the OpCo Steering
   Committee, he says.

   "Whatever methodology the Court selects," Mr. Johnston
   contends, "the appropriate allocation to the LandCo Parties
   of fees for unallocable services is far smaller than either
   the 50% suggested by the OpCo Steering Committee or the 29%
   suggested by several professionals in their Fee Applications,
   and should be much closer to 10% for Debtor professionals,
   and 1% for the professionals of the Official Committee of
   Unsecured Creditors."

(3) Professionals

   The Professionals do not believe that the Court requested
   them to submit briefing concerning the allocation issues,
   consistent with Judge Carey's ruling that "nothing in this
   record can be used for any purpose, by any party, at the
   subsequent what I'll call reasonableness hearing."

  Having sought and obtained that ruling from the Court, the
  Professionals aver that they are not submitting briefs on
  the merits of the fee allocation dispute.  However, the
  Professionals believe it prudent to submit a letter in order
  to preserve their rights to present the Court with briefs and
  evidence prior to any ruling that prejudices any of their
  claims for fees and expenses.

  The Professionals joining in the submission of the letter are
  AlixPartners, LLP, Capstone Advisory Group, LLC, Ernst & Young,
  LLP, Kirkland & Ellis LLP, Lazard Freres & Co., and Stroock &
  Stroock & Lavan LLP.

  Acknowledging that the two Tropicana estates had not been able
  to settle the matter between them, the Court noted that it
  believed that the Professionals' failure to follow the June 5,
  2008 Administrative Order may have resulted in the current
  dispute regarding allocation of professional fees and expenses.
  The Professionals are concerned with the Court's comments
  regarding alleged non-compliance with its Administrative Order.

  The Professionals respectfully disagree with the proposition
  that they failed to follow the Administrative Order or that
  they precipitated the instant dispute between the two estates.
  Indeed, there have only been allegations made by the OpCo
  Steering Committee and the LandCo Debtors regarding the
  Professionals' alleged non-compliance, says Stephen C. Hackney,
  Esq., in Chicago, Illinois, counsel to the Professionals.
  Importantly, he points out, the Professionals have not yet had
  a chance to present evidence to rebut those allegations, which
  are issues for the Phase II "reasonableness hearing," and
  which neither the Steering Committee nor the LandCo Debtors
  attempted to prove at the Phase I hearing.

  The Professionals submit their letter to request the Court to
  defer any determination regarding their compliance with the
  Administrative Order until the evidence is submitted during
  the Phase II hearing and the Court has the opportunity to hear
  their arguments.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWIN RIVER: S&P Withdraws Prelim. 'BB' Rating on Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary 'BB'
issue ratings and preliminary '2' recovery ratings on Twin River
Management Group Inc.'s proposed senior secured credit facility.
The ratings withdrawal follows the company's decision not to move
forward with plans to enter into a new $285 million senior secured
credit facility to refinance its existing term loan.

"Our corporate credit rating on Twin River Worldwide Holdings Inc.
is 'BB-' and the rating outlook is stable. We raised the corporate
credit rating one notch on May 9, 2011, reflecting outperformance
relative to our previously published expectations and our belief
that Twin River can sustain at least the level of EBITDA generated
over the past 12 months. Additionally, under our performance
expectations, we believe that the company will generate meaningful
levels of free operating cash flow, which it will primarily use to
repay debt. As a result, we expect that the company will be able
to improve its financial profile over the next few years to a
level where it can sustain leverage below 4x, a level we believe
is aligned with a 'BB-' corporate credit rating, even with
competition in Massachusetts over the longer term," S&P stated.

Ratings List

Twin River Worldwide Holdings Inc.
Corporate Credit Rating          BB-/Stable/--

Ratings Withdrawn

Twin River Management Group Inc.
                                  To                From
Senior Secured
  $260 mil term loan due 2017     NR                BB(prelim)
   Recovery Rating                NR                2(prelim)
  $25 mil revolver due 2016       NR                BB(prelim)
   Recovery Rating                NR                2(prelim)


ULTIMATE ESCAPES: Wants Solicitation Exclusivity Until Dec. 14
--------------------------------------------------------------
BankruptcyData.com reports that Ultimate Escapes filed with the
U.S. Bankruptcy Court a motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including October 17, 2011 and
December 14, 2011, respectively.  The Court scheduled an Aug. 24,
2011 to consider the motion.

                   About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- was a
luxury destination club that sold club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-12915) on Sept. 20, 2010.  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Sandra G. M. Selzer, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., Shanti M. Katona, Esq., and Peter W.
Ito, Esq., at Polsinelli Shughart PC, represent the Creditors
Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNIFRAX HOLDING: S&P Affirms CCR at 'B'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Niagara Falls, N.Y.-based Unifrax Holding Co. The
outlook is stable. "At the same time, we placed our 'BB-' issue-
level rating on the company's existing first-lien credit
facilities on CreditWatch with negative implications," S&P said.

"The ratings on Unifrax reflect our assessment of the company's
relatively limited scale of operations, and aggressive financial
profile," said Standard & Poor's credit analyst John Sico. "The
privately held company's position as a niche producer (which is
showing improvement in its core industrial and automotive
application markets), its historically good margins, and its good
cash flow generation, despite the past recession, partly offset
these factors."

"We have reviewed the company's preliminary information regarding
this amendment request and are placing the 'BB-' issue-level
rating on the company's existing first-lien credit facilities on
CreditWatch with negative implications as a result of the impact
that this additional debt would have on recovery prospects. The
recovery rating is currently '1' (two notches higher than the 'B'
corporate credit rating), indicating our expectation of a very
high recovery (90%-100%) prospect in the event of a payment
default," S&P added.


UNIVERSITY PLACE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: University Place Apartments, LLC
        P.O. Box 1204
        Waynesboro, MS 39367

Bankruptcy Case No.: 11-51627

Chapter 11 Petition Date: July 14, 2011

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Katharine M. Samson

Debtor's Counsel: David L. Lord, Esq.
                  DAVID L. LORD AND ASSOCIATES, P.A.
                  2300 24th Avenue
                  Gulfport, MS 39501
                  Tel: (228) 868-5667
                  Fax: (228) 868-2554
                  E-mail: lordlawfirm@bellsouth.net

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

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

The petition was signed by Roger Palmer, managing member.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Comcast Cable                      Trade Debt               $1,200
550 Greensboro Avenue
Tuscaloosa, AL 35401


VALASSIS COMMS: Moody's Affirms 'Ba2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
of Valassis Communications, Inc. and withdrew the Ba1 ratings on
its senior secured credit facility. Valassis repaid this debt with
a combination of balance sheet cash and a new, unrated bank credit
facility. Moody's also adjusted loss given default (LGD) point
estimates on existing rated debt as shown.

Valassis Communications, Inc.

   -- Senior Secured Bank Credit Facility, Withdrawn, previously
      rated Ba1, LGD2, 29%

   -- 6.625% Sr Notes due February 2021, Ba3, LGD adjusted to
      LGD5, 77% from LGD5, 80%

   -- 1.625% Senior Secured Conv. Notes due May 2033, Ba1, LGD
      adjusted to LGD2, 26%, from LGD2, 29%

RATINGS RATIONALE

The transaction modestly improves the credit profile by extending
the maturity profile and reducing annual interest expense through
a combination of debt reduction and slightly lower interest rates.
The new credit facility consists of a $100 million secured
revolver maturing June 2016 (expected draw of $50 million at
close) and a $300 secured million term loan maturing June 2016.

Moderate leverage (estimated at 2.4 times debt-to-EBITDA pro forma
for the transaction) and a suite of marketing services providing
broad reach and customizable targeting facilitate strong positive
free cash flow for Valassis, incorporated in its Ba2 corporate
family rating. Valassis benefits from considerable scale in its
business lines and good customer diversity, but faces challenge
from pricing pressure on print based media and long term shifts of
marketing services to digital / electronic channels. Moody's
considers client spending cyclical but believes the consumer
value-oriented nature of the product offerings (including
promotions and coupons) somewhat dampens the cyclicality since
advertisers often shift marketing budgets to this type of
advertising during economic downturns. Very good liquidity also
supports the rating.

The stable outlook assumes Valassis will achieve modest EBITDA
growth and maintain good liquidity and leverage below 3 times
debt-to-EBITDA. Moody's anticipates the company will utilize the
bulk of its free cash flow for acquisitions or share repurchases
given that its leverage is currently below management's stated
target.

The potential for event risks if demand for the company's print-
based marketing products begins to erode constrains the rating.
However, Moody's could consider an upgrade based on sustained
improvement in earnings and cash flow leading to debt-to-EBITDA
consistently below 2.2 times and free cash flow to debt above 15%.

Acquisitions, shareholders distributions, or a sustained drop in
earnings leading to leverage above the mid 3 times debt-to-EBITDA
range or free cash flow to debt below 10% could warrant a
downgrade. A deterioration in the liquidity profile would also
likely have negative ratings implications.

Valassis' ratings were assigned by evaluating factors we believe
are 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
Valassis' core industry and Valassis' ratings are believed to be
comparable to those of other issuers of similar credit risk.

Headquartered in Livonia, Michigan, Valassis provides promotional
and advertising products including shared mail (about 55% of
revenue), neighborhood targeting (20%), free standing inserts
(15%) and sampling, coupon clearing and consulting and analytic
services. Its annual revenue is approximately $2.3 billion.


VILLAGE OAKS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Village Oaks 80 Realty, LLC
        dba Belarosa
        2901 Clint Moore Road - 407
        Boca Raton, FL 33496

Bankruptcy Case No.: 11-29642

Chapter 11 Petition Date: July 15, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Ronald Lewis, Esq.
                  BEARDEN, LEWIS & THOMAS, LLP
                  445 E Palmetto Park Rd
                  Boca Raton, FL 33432
                  Tel: (561) 368-7474
                  Fax: (561) 368-0293
                  E-mail: rlewis@beltlawyers.com

Scheduled Assets: $3,466,000

Scheduled Debts: $7,881,177

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-29642.pdf

The petition was signed by Louis S. Weltman, president of JLW
Management Corp., Debtor's manager.


VITARIS REHABILITATION: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Vitaris Rehabilitation, LLC
        763 Larkfield Road
        Commack, NY 11725

Bankruptcy Case No.: 11-74988

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                                  Case No.
        ------                                  --------
Vitaris Rehabilitation Bay Shore, LLC           11-74989
Vitaris Rehabilitation Bronx, LLC               11-74990
Vitaris Rehabilitation Commack, LLC             11-74991
Vitaris Rehabilitation East Side, LLC           11-74992
Vitaris Rehabilitation Garden City, LLC         11-74993
Vitaris Rehabilitation Long Beach , LLC         11-74995
Vitaris Rehabilitation Mount Sinai, LLC         11-74996
Vitaris Rehabilitation West Side LLC            11-74997

Chapter 11 Petition Date: July 14, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtors' Counsel: Sarah M. Keenan, Esq.
                  SFERRAZZA & KEENAN
                  532 Broad Hollow Road, Suite 111
                  Melville, NY 11747
                  Tel: (631) 753-4400
                  Fax: (631) 753-4065
                  E-mail: skeenan@sferrazzakeenan.com

Lead Debtor's
Estimated Assets: $0 to $50,000

Lead Debtor's
Estimated Debts: $1,000,001 to $10,000,000

The petition was signed by Eric Smith, managing agent.

List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bay Plaza Community Center         Trade                   $14,604
546 Fifth Avenue, 18th Floor
New York, NY 10036

Advanced MD                        --                       $9,359
10876 S. Riverfront Parkway, Suite 400
S. Jordan, UT 84095

Bayshore Commons LLC               Trade                    $8,999
42 Bayview Avenue
Manhasset NY 11030

Abrams and Fensterman LLP          Legal                    $7,590

IKON Office Solutions              Trade                    $7,570

RJR Realty Group Ltd               Trade                    $7,230

Construction Technologies          Trade                    $7,182

5 GEMS                             Trade                    $6,800

Billing Express                    Trade                    $5,907

Iron Mountain Secure Shredding     Trade                    $5,323

Verizon - NY                       Trade                    $2,806

Bay Shore Moving and Storage       --                       $2,441

Farrell Fritz PC                   Legal Services           $1,591

Monster Worldwide Inc.             Trade                    $1,479

WebPT                              Trade                    $1,207

Staples                            Trade                    $1,184

I.L.S. Offset Printing Corp.       Trade                      $948

New York Security Exchange - 734   Trade                      $890

City News                          Trade                      $850

Mediclean Group                    --                         $608


WAGSTAFF PROPERTIES: Taps Epiq Bankruptcy as Administrative Agent
-----------------------------------------------------------------
The Hon. Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota authorized Wagstaff Properties LLC, et al.,
to employ Epiq Bankruptcy Solutions, LLC to provide
administrative, noticing and balloting services in the Chapter 11
cases.

The Court also ordered that any website provided by Epiq, for the
benefit of the Debtors, will only be accessible by the Debtors'
counsel.

To the best of the Debtors' knowledge, Epiq, does not hold or
represent an interest adverse to the estates and that it is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                  About Wagstaff Properties LLC

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.

The cases are jointly administered with Wagstaff Minnesota Inc.
(Bankr. Case No. 11-43073).  Bankruptcy Judge Nancy C. Dreher
presides the case.  Fredrikson & Byron, PA, and Peitzman Weg &
Kempinsky LLP represent the Debtor in their restructuring efforts.
The debtors estimated assets and liabilities at $10 million to
$50 million.

On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.


WASHINGTON MUTUAL: Hedge Fund Denies Insider Trading Claims
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Aurelius Capital
Management LP -- one of four hedge funds accused of insider
trading by Washington Mutual Inc. shareholders -- parried those
allegations in Delaware bankruptcy court Monday, detailing
painstaking procedures undertaken to keep confidential information
away from its traders.

                   About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WATER PIK: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Water Pik, Inc.'s B2 corporate
family rating. Moody's also assigned a B2 rating to the company's
proposed senior secured credit agreement, consisting of a $20
million revolving credit facility due 2016 and a $177 million term
loan due 2017. Proceeds from the proposed credit facility and cash
on hand will be used to refinance existing debt and pay an
approximately $145 million dividend. Concurrently, Moody's changed
the probability of default rating to B3 from B2. The ratings
outlook remains stable.

Ratings assigned:

Proposed $20 million senior secured revolving credit facility due
2016 at B2 (LGD3, 34%);

Proposed $177 million senior secured term loan due 2017 at B2
(LGD3, 34%).

Rating affirmed:

Corporate family rating at B2.

Rating changed:

Probability of default rating to B3 from B2.

Ratings affirmed and to be withdrawn at transaction closing:

First lien senior secured credit facilities at Ba3 (LGD2, 24%);

Second lien senior secured term loan at B3 (LGD5, 76%).

RATINGS RATIONALE

Water Pik's B2 corporate family rating reflects its relatively
high pro forma leverage with debt to EBITDA exceeding 4.5 times
(adjusting for the proposed financing, including Moody's standard
analytical adjustments and 50% debt treatment for the series A
preferred stock), pro forma debt levels that exceed revenues, and
aggressive financial policy given the magnitude of the proposed
dividend, which removes the original equity that was infused at
the time of the 2007 recapitalization. The rating also
incorporates the company's modest scale, narrow product focus,
some customer concentration with the top three customers
accounting for a meaningful portion of revenues, limited presence
at key mass merchandiser customers relative to larger packaged
good companies, and exposure to consumer discretionary spending
trends. Notwithstanding these concerns, the rating derives support
from the company's strong EBITDA margins, good pro forma interest
coverage metrics, and expectations for continued free cash flow
generation supported by modest capital expenditure requirements.
The rating also considers the company's history of de-leveraging
through earnings growth and debt reduction.

The ratings affirmation reflects Moody's view that Water Pik's
credit profile remains consistent with the B2 ratings category,
even as the proposed refinancing increases pro forma financial
leverage to approximately 4.7 times from less than 1.0 times as of
April 3, 2011. The company's affirmation also incorporates revenue
growth in recent periods, largely driven by expanded retailer
distribution for the consumer healthcare business, and Moody's
expectation that this trend will continue.

The stable outlook reflects Moody's expectation that Water Pik
will sustain positive revenue trends and maintain its operating
margins such that debt to EBITDA approaches 4.0 times, EBITA to
interest expense exceeds 3.0 times, and free cash flow to debt is
above 5% over the next twelve months. The stable outlook also
reflects Moody's expectation that the company will apply free cash
flow to debt reduction and not pursue debt-financed acquisitions.

Moody's could downgrade the ratings if operational missteps or a
generally challenging retail environment results in a
deterioration in sales/profitability levels such that debt to
EBITDA is sustained above 4.5 times, EBITA to interest declines
below 2.5 times, or free cash flow to debt remains below 5%. The
loss of a key customer or a material debt-financed acquisition
could also pressure the ratings. Additionally, there are certain
exit provisions which, if exercised, could pressure the rating
near-term.

Given the company's small scale and moderately high leverage, an
upgrade is unlikely in the near term. Over the medium term, the
ratings could be upgraded if Water Pik increases scale and
organically grows its revenue/earnings such that debt to EBITDA is
sustained below 3.0 times and EBITA to interest exceeds 4.0 times.

The change of the probability of default rating reflects the fact
that the proposed capital structure consists entirely of first
lien bank debt, consistent with Moody's Loss Given Default
Methodology.

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

Headquartered in Fort Collins, Colorado, Water Pik, Inc. sells
water flossers, power flossers, automatic toothbrushes,
professional dental products, and replacement showerheads through
its oral healthcare and showerhead divisions.


WAVE HOUSE: Has Until July 31 to Use Cash Collateral
----------------------------------------------------
Judge Laura Stuart Taylor of the U.S. Bankruptcy Court for the
Southern District of California approved the stipulation allowing
Wave House Belmont Park, LLC, interim use of cash collateral for
the operating expenses in order to continue operation of its
business.

East West Bank, a creditor holding a secured claim of more than
$16 million against the Debtor, entered into the stipulation with
the Debtor allowing the Debtor's use of the cash collateral until
July 31, 2011, or the date a receiver is appointed to take over
the Debtor's property.

The Debtor is also authorized to make payments for accounting,
operations management, human resources management, marketing,
event sales and legal in an amount not to exceed $30,000.  The
Debtor is prohibited by the stipulation to pay any person or
entity holding a lien on the Debtor's property junior to the
interests of EWB.

EWB is granted a replacement lien to secured diminution in the
value of cash collateral caused by the Debtor's use thereof, and
security interest in, all postpetition rents, income, proceeds and
profits derived from the property.

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

              http://ResearchArchives.com/t/s?767e

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent, Dow Jones' Small Cap
reported early November.  The Debtor disclosed $28,327,703 in
assets and $17,611,057 in debts.


WESTERN CORPORATE: NCUA Hits RBS With $629-Million Securities Suit
------------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that the National
Credit Union Administration on Monday filed a $629 million suit in
California accusing RBS Securities Inc. of misleading credit
unions about the safety of mortgage-backed securities and
contributing to Western Corporate Federal Credit Union's
insolvency.

Law360 relates that the suit, filed on behalf of San Dimas,
Calif.-based WesCorp, is the third such suit in the NCUA's effort
to recover billions of dollars for failed wholesale credit unions
that claim investment banks misled them about mortgage-backed
securities.

As reported in the Troubled Company Reporter on March 23, 2009,
the National Credit Union Administration Board placed U.S. Central
Federal Credit Union, based in Lenexa, Kansas, and Western
Corporate (WesCorp) Federal Credit Union, based in San Dimas,
California, into conservatorship on March 20, 2009, to stabilize
the corporate credit union system and resolve balance sheet
issues.  These actions are the latest NCUA efforts to assist
the corporate credit union network under the Corporate
Stabilization Plan.


ZAIS INVESTMENT: Hildene Capital Wants Ch. 11 Case Dismissed
------------------------------------------------------------
Creditor Hildene Capital Management and Hildene Opportunities
Master Fund, LTD, ask the U.S. Bankruptcy Court for the District
of New Jersey to dismiss, or in the alternative, abstain from, the
Chapter 11 case of Zais Investment Grade Limited VII.

Hildene is a creditor of ZIGL because it is the holder of
$27 million in principal amount of Class A-2 senior secured notes.

Hildene explains that the only entity that benefits from the case
being in Chapter 11 is Anchorage Capital Group, L.L.C., which
filed the Involuntary Petition in contravention of the provisions
of the indenture, in order to gain an inappropriate advantage not
available to Anchorage by the terms of the Indenture under which
its debt was issued, and with no intention of seeing ZIGL
reorganize.

The dismissal or abstention is warranted because:

   -- ZIGL is not an eligible debtor under Bankruptcy Code Section
   109;

   -- The Anchorage entities that filed the Involuntary Petition
   were not qualified to commence an involuntary case under
   Bankruptcy Code Section 303;

   -- Virtually every relevant Bankruptcy Code section 305 factor
   considered by courts favors dismissal or abstention; and

   -- Cause exists under Bankruptcy Code section 1112(b) to
   dismiss this case.

GRF Master Fund, L.P., Anchorage Illiquid Opportunities Offshore
Master, L.P. and Anchorage Capital Master Offshore, Ltd. file an
objection to the motion of Hildene to dismiss case of Zais
Investment Grade Limited VII.

According to Anchorage, Hildene purchased its junior notes nearly
three weeks after the involuntary petition was filed for the
purpose of seeking to dismiss this case.  The notes were purchased
with full knowledge of the involuntary petition and the fact that
holders of junior notes will not receive a distribution under the
proposed plan.  Hildene's obvious purpose in purchasing the notes
and moving to have the Court dismiss the case is to impede the
access of CDOs to the bankruptcy courts, because such access
threatens other CDO positions that it manages.

Furthermore, Hildene's contention that the Petitioning Creditors
did not satisfy the requirements of section 303(b) of the
Bankruptcy Code because their notes are non-recourse fails for two
reasons.  First, the caselaw both within and outside of this
Circuit overwhelmingly holds that any alleged deficiencies in
satisfying section 303(b) are affirmative defenses that may only
be raised by the debtor and not creditors, and are rendered moot
upon entry of the order for bankruptcy relief.   Second, even if
Hildene were not precluded from raising the issue, Hildene's
substantive position has been refuted by those courts that have
considered the issue in the context of a Chapter 11 proceeding, as
is this case.

Achorage is represented by:

         Gerard Uzzi, Esq.
         WHITE & CASE LLP
         1155 Avenue of Americas
         New York, NY 10036-2787
         Tel: (212) 819-8200
         Fax: (212) 354-8113
         E-mail: guzzi@whitecase.com

                 and

         FOX ROTHSCHILD LLP
         Richard M. Meth, Esq.
         75 Eisenhower Parkway, Suite 200
         Roseland, NJ 07068
         Tel: (973) 992-4800
         Fax: (973)-992-9125
         E-mail: rmeth@foxrothschild.com

                 About Zais Investment Grade

Zais Investment Grade Limited VII is based in Grand Cayman.

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII.  On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, and Jones Day as special counsel.

The Debtor disclosed $365,771,549 in liabilities in its schedules.


* Location Matters in Debt Collectors' Chase After Creditors
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that for U.S. consumers with too
many bills and not enough money, the end of the line is often a
small-claims court like the one here in Pike Township, Ind.


* Struggling Firms Aim to Boost Revenue With Daily Deal Sites
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Windstar cruise with
"massive white sails, polished teak decks, modern luxury from
staterooms to spa," all at a discounted price.

For members of private travel sale site Jetsetter, it was just
another can't-miss offer, delivered straight to their email in-
boxes earlier this year, according to the report.

The report notes that as always, Jetsetter had packed its pitch
with a glowing review and a laundry-list of upsides and offerings.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***