TCR_Public/110801.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 1, 2011, Vol. 15, No. 211

                            Headlines

94TH AND SHEA: Wants Access to Cash Collateral Until Nov. 9
ABERDEEN GROUP: Receiver Directed to Turn Over Condo Rent
ACCURIDE CORP: Moody's Affirms CFR at 'B2'; Outlook Negative
ALABAMA AIRCRAFT: PBGC to Pay Pension Benefits of 3,000 Workers
ALLIED IRISH: Has EUR2.24-Bil. Net Profit in 1st Half of 2012

ALLIED IRISH: Announces Results of Notes Purchase Offers
ALLIED IRISH: To Redeem Outstanding Euro and Sterling Notes
ALLY FINANCIAL: Board Declares $134MM Preferred Shares Dividends
AMERICAN BUSINESS FIN'L: Stern v. Marshall Cited in Ruling
AMBAC FINANCIAL: Extends Plan Settlement Deadline to Aug. 25

AMBAC FINANCIAL: Substantial Claimholders Must Serve Notice
AMBAC FINANCIAL: Proposes Buttner Hammock as Consultant
AMERIGAS PARTNERS: Moody's Assigns Ba3 Rating to New Sr. Notes
AMR CORP: Inks Landmark Agreements with Airbus and Boeing
ANTERO RESOURCES: Moody's Assigns B3 Rating to $300MM Sr. Notes

ANTERO RESOURCES: S&P Assigns 'B' Rating to $300MM Senior Notes
ARCTIC GLACIER: Obtains Waivers From Lenders
ARMTEC HOLDINGS: DBRS Downgrades Issuer Rating to 'B'
AUTOS VEGA: To Have Access to Cash Collateral Until January 2012
AUTOS VEGA: Files Schedules of Assets & Liabilities

BANKERS LIFE: A.M. Best Upgrades FSR to 'B'; Outlook Stable
BANKERS INSURANCE: A.M. Best Affirms B+ FSR; Outlook Now Negative
BANKMERIDIAN, N.A.: Closed; SCBT N.A. Assumes All Deposits
BANNING LEWIS: Wants to Continue Use of KeyBank Cash Collateral
BERNARD L MADOFF: Judge Scraps Trustee's $9-Bil. HSBC Suit

BERNARD L MADOFF: Trustee Strikes $1-Bil. Deal With Tremont
BERNARD L MADOFF: Suits vs. Customers Could Stay in Bankr. Court
BHI EXCHANGE: S&P Assigns Preliminary 'B' Corp. Credit Rating
BIG WHALE: To Seek Confirmation of Plan on Sept. 7
BLACK DIAMOND ENERGY: Case Summary & 20 Largest Unsec. Creditors

BONNELL COURT: Case Summary & 20 Largest Unsecured Creditors
BSRP LLC: Moody's Upgrades Senior Secured Rating to 'B1'
CABI SMA: Has Until Oct. 24 to Solicit Reorganization Plan Votes
CABLEVISION SYSTEMS: Fitch Affirms 'BB-' Issuer Default Rating
CAPISTRANO TERRACE: Owes City for Shutting Down Home Park

CAPITOL BANCORP: Board Adopts Tax Benefits Preservation Plan
CAPITALSOURCE INC: S&P Affirms 'B+' Counterparty Credit Rating
CARESTREAM HEALTH: Bank Debt Trades at 7% Off in Secondary Market
CARIBBEAN PETROLEUM: Settles Interstate PR-22 Dispute
CAROLINA PARK: Dist. Court Dismisses Republic-Charleston Suit

CARPENTER CONTRACTORS: Poyner Spruill OK'd as Litigation Counsel
CARPENTER CONTRACTORS: Wants Until Aug. 31 to File Plan
CARPENTER CONTRACTORS: Wants Until Sept. 1 to Decide on Leases
CARTER'S GROVE: Bankruptcy Case Transferred to Virginia Court
CASA GRANDE: Deadline to File Schedules and Statements on Aug. 3

CASA GRANDE: Has Interim Authority to Use Cash Collateral
CATHOLIC CHURCH: Diocese of Wilmington's Plan Confirmed
CATHOLIC CHURCH: 20th Interim Order on PIA Withdrawals Entered
CENTER COURT: Wins OK to Use $8,950 of Montecito Cash Collateral
CHETOLA SEVERN: Dist. Court Refuses to Halt Foreclosure Sale

CHINA NETWORKS: Incurs $670,527 Net Loss in 2010
CIT GROUP: DBRS Retains 'B' Issuer Rating After Q2 Results
CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market
CMP SUSQUEHANNA: Bank Debt Trades at 1% Off in Secondary Market
COLONY BEACH: Dist. Court Rules on Dispute Over 99-Year Lease

COMMUNITY HEALTH: Bank Debt Trades at 2.5% Off in Secondary Market
COMMUNITY HEALTH: Bank Debt Trades at 3.4% Off in Secondary Market
CNOSSEN DAIRY: Plan Confirmation Moots Plea for Trustee
CONTECH CONST'N: Bank Debt Trades at 18% Off in Secondary Market
CROATAN SURF: Court OKs Silverang & Donohoe as Co-Counsel

CROSS BORDER: Files Form S-1; Registers 7.21-Mil. Common Shares
DEX MEDIA EAST: Bank Debt Trades at 28% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 18% Off in Secondary Market
DYNEGY INC: Del. Ct. Tosses PSEG Bid to Halt $1.7BB Restructuring
EAGLE INDUSTRIES: Has Until Aug. 23 to Propose Chapter 11 Plan

EDSCHA NORTH AMERICA: Former Auto-Parts Maker Confirms Plan
EKM HOTEL: Case Summary & 20 Largest Unsecured Creditors
E*TRADE FINANCIAL: DBRS Retains 'B' Issuer & Senior Debt Ratings
EVERGREEN ENERGY: Tells Shareholders of "Steady Transformation"
FANNIE MAE: FHFA Sues UBS AG Over Fannie, Freddie Losses

FIDDLER'S CREEK: Facing Plan Objections from Holders of Dirt Bonds
FKF MADISON: Related Cos., Amalgamated in Talks on One Madison
GATEWAY HOTEL: Sept. 22 Hearing on Reorganization Plan Set
GATEWAY HOTEL: Can Tap Woods and Dwyer as Accountants
GIORDANO'S ENTERPRISES: Franchise Owners Sued for Conspiracy

GLC LIMITED: Lease Decision Period Extended Until Sept. 26
GLOBAL DIVERSIFIED: Deregisters Unsold Securities Under Plans
GOLDEN CHAIN: Has No Assets to Administer, Wants Case Dismissed
GRANDE HOLDINGS: Case Transferred to Central District of Calif.
GREEN EARTH: Expects to Report $7.5-Mil. Revenue for Fiscal 2012

JACKSON HEWITT: Committee Objects to Use of Cash Collateral
JACKSON HEWITT: Has Authority to Tap Moelis as Investment Banker
JACKSON HEWITT: Has Until Aug. 22 to File Schedules & Statements
HAWAII MEDICAL: Files Schedules of Assets & Liabilities
HAWAII MEDICAL: Can Access $14 Million MidCap DIP Financing

HCA HOLDINGS: Reports $320 Million Net Income in Second Quarter
HCA HOLDINGS: Bank Debt Trades at 1% Off in Secondary Market
HCA HOLDINGS: Moody's Cuts Senior Secured Debt Rating to 'Ba3'
HCA HOLDINGS: Fitch Gives 'BB+' to HCA Inc.'s 1st Lien Notes
HCA HOLDINGS: S&P Retains 'BB' Rating on $3-Bil. Senior Notes

HEALTH ONE: Voluntary Chapter 11 Case Summary
HERITAGE LAND: Counsel's Fees Rejected Due to Conflict of Interest
HEXCEL CORPORATION: Moody's Upgrades Corporate Rating to 'Ba2'
HOLDINGS GAMING: S&P Puts 'CCC' Corp. Rating on Watch Positive
HYMAN FAMILY: Closes Susie's Deals Store in Garden Grove

IMUA BLUEHENS: Files Schedules of Assets & Liabilities
INTEGRA BANK NA: Closed; Old National Bank Assumes All Deposits
IPREO HOLDINGS: S&P Lifts Rating on Sr. Sec. Facilities to 'BB-'
IRVINE SENSORS: Sells $750,000 of 12% Secured Convertible Note
JAMES RIVER: McCoy Elkhorn Receives Imminent Danger Order

JEFFERSON COUNTY, AL: Delays Chapter 9 Vote for One Week
LEE ENTERPRISES: Bank Debt Trades at 17% Off in Secondary Market
LEHMAN BROTHERS: Delays Form 10-Q for May 2011 Quarter
LEHMAN BROTHERS: LCPI Drops Motion to Enforce Stay vs. SunCal
LEHMAN BROTHERS: U.S. Bank Allowed to Foreclose on Hawaii Land

LEXICON UNITED: Vela and ZUG Ink Pact to Convert 8.87MM B Shares
LIQUID PERFORMANCE: Voluntary Chapter 11 Case Summary
MADISON HOLDINGS: Case Summary & 11 Largest Unsecured Creditors
MANSIONS AT HASTING: Reorganization Plans Declared Effective
MARINA DISTRICT: Fitch Affirms 'B' Issuer Default Rating

MARK G GILL: Construction Firm's Debt Non-dischargeable
MARSICO HOLDINGS: Bank Debt Trades at 30% Off in Secondary Market
MARVEL ENTERTAINMENT: Owns Rights to Artist Jack Kirby's Works
METAL STORM: Proposes to Issue 92 Million Ordinary Shares
METAL STORM: Identified as Key Component of Canadian SARP

METAL STORM: To Meet With Noteholders Aug. 29 to Extend Notes
MICHAEL HARDES: Summary Judgment Granted in Hardes Trust Suit
MIRABILIS VENTURES: Can't Pursue $200MM in Suit v. Ex-Accountants
M.K. BRODY: Case Summary & 20 Largest Unsecured Creditors
MOHEGAN TRIBAL: Mohegan Sun Stats. for 9 Months Ended June 30

MPG OFFICE: To Swap 218,635 Pref. Shares with 1.1MM Common Shares
NEBRASKA BOOK: Committee Taps Mesirow as Financial Advisor
NEOMEDIA TECHNOLOGIES: Chief Financial Officer Mike Zima Resigns
NET ELEMENT: Motorsport Inks Advisor Agreement with E. Fittipaldi
NEW BERN: To Get Back Taxes from SkySail Bankruptcy Settlement

NEW SEOUL PLAZA: Case Summary & 4 Largest Unsecured Creditors
NO FEAR RETAIL: Investor Group Wins Auction With $3.1-Mil. Bid
NORANDA OPERATING TRUST: DBRS Assigns Final 'BB' Rating
NUVILEX INC: Says Cease Trade Order Has No Effect to Operations
OLSEN AGRICULTURAL: U.S. Trustee Balks at Hamstreet Application

OMEGA NAVIGATION: Wants to Use Cash Collateral to Fund Operations
OMEGA NAVIGATION: Meeting of Creditors Scheduled for Aug. 23
OPEN SOLUTIONS: Bank Debt Trades at 13% Off in Secondary Market
OPTIMUMBANK HOLDINGS: Fails to Comply with NASDAQ's Listing Rule
OUTSOURCE HOLDINGS: MidSouth Closes Purchase of Jefferson Bank

PACESETTER FABRICS: Files Schedules of Assets and Liabilities
PACIFIC CAPITAL: DBRS Assigns 'B' Issuer & Senior Debt Ratings
PHIL HAMILTON: Judge Rejects Plan; Must File New Plan by Aug. 8
POINT BLANK: Court OKs $6-Mil. Bulletproof Vest Settlement
POLI-GOLD LLC: Has Until Aug. 15 to Propose Reorganization Plan

PRECISION DRILLING: Moody's Affirms 'Ba1' Corporate Family Rating
PREMIERE HOLDINGS: 5th Cir. Affirms 20-Yr Sentence on Ex-CEO
PRO CLEAR: Voluntary Chapter 11 Case Summary
RADIENT PHARMACEUTICALS: Alleged to Be in Default of Settlement
REAL MEX RESTAURANTS: Reaches Deal to Waive Covenants

RPM FINANCIAL: NRC to Auction 16 Operating Convenience Stores
SBARRO INC.: Bank Debt Trades at 3% Off in Secondary Market
SEASON'S AT BIRDNECK: Files Schedules of Assets and Liabiites
SEDA FRANCE: B&G Comments on Post-Petition Fee Court Decision
SHAMROCK-SHAMROCK: Files Schedules of Assets And Liabilities

SHASTA LAKE: Files Schedules of Assets and Liabilities
SHASTA LAKE: Sec. 341 Creditors' Meeting Set for Aug. 22
SHASTA LAKE: May Use BofA's Cash Collateral Until Sept. 7
SHASTA LAKE: Court Sets Status Conference for Aug. 31
SONRISE BAPTIST: Case Summary & 15 Largest Unsecured Creditors

SPANSION INC: Settlement With Samsung Approved by Court
STERLING MINING: Court Confirms Third Amended Plan
STHI HOLDING: Moody's B2 Ratings Not Affected by Note Issuance
STILLWATER MINING: Moody's Upgrades Corp. Family Rating to 'B2'
STONE CREEK: Bankr. Court Determines Extent of Automatic Stay

STYLEMASTER INC: 7th Cir. Affirms Dismissal of Matrix RICO Suit
SUNSET VILLAGE: Residents Expect to Acquire Park
SUNVALLEY SOLAR: Inks Securities Purchase Agreement with Asher
SYNTAX-BRILLIAN: Madoff-Like Lawsuit Dismissed in Delaware
T&J RESTAURANTS: Closes Two of Seven Chevys Locations

TELECONNECT INC: To Restate Quarterly Reports to Correct Errors
TELIGENT INC: K&L Gates Wants Access to Confidential Info
TEMPLE BETH: Case Summary & 20 Largest Unsecured Creditors
TEMPUS RESORTS: Plan of Reorganization Declared Effective
THELEN LLP: Ch. 7 Trustee Says Ex-Partners to Pay Clawbacks

TOLEDO-LUCAS: Fitch Affirms Rating on Revenue Bonds at 'BB'
TOWNSENDS INC: High Prices Prompt Facility Shutdown
TRANSDEL PHARMACEUTICAL: Seeking Court Nod of Sale to Cardium
TRIBUNE CO: Bank Debt Trades at 31% Off in Secondary Market
TRICO MARINE: Files Supplements to Amended Reorganization Plan

TRILLION PARTNERS: A&M's Byron Smyl Named Receiver
TXU CORP: Bank Debt Trades at 21% Off in Secondary Market
UNISYS CORP: Incurs $5.40 Million Net Loss in June 30 Quarter
UNITED CONTINENTAL: Amends 4.50% Notes Tender Offer Statement
UNITED CONTINENTAL: 14 Directors Elected at Stockholders Meeting

UNITED CONTINENTAL: Files 2010 Annual Reports for 401(k) Plans
UNITED CONTINENTAL: AFA Wins Nod to Represent Flight Attendants
UPSTREAM WORLDWIDE: Inks Letter of Intent to Merge with Eco
U.S. SECURITY: Moody's Says Upsized Term Loan No Rating Impact
USG CORP: Incurs $70 Million Net Loss in Second Quarter

VALLEJO, CA: Court Grants Preliminary Approval of Exit Plan
VALLEJO, CA: Wins Court Approval for Chapter 9 Plan
VALU-LODGE OF GREENVILLE: Case Summary & Largest Unsec. Creditors
VCA ANTECH: Moody's Rates Amended Credit Facility at 'Ba2'
VEBLEN WEST: Ryan N. Boe Replaces Thomas M. Tobin as Local Counsel

VIRGINIA BUSINESS BANK: Closed; Xenith Bank Assumes All Deposits
WARNER MUSIC: Terminates All Offerings of Securities
WASHINGTON LOOP: Chapter 11 Case Reassigned to Jeffery P. Hopkins
WASHINGTON MUTUAL: Court OKs Klee Tuchin as Special Counsel
WASHINGTON MUTUAL: Court Approves Schwabe as Securities Counsel

WATERSCAPE RESORT: Court OKs Holland & Knight as Special Counsel
WATERSCAPE RESORT: Court OKs Schiff Hardin as Committee Counsel
WILLIAM LYON: Lenders Waive Potential Default Under 2009 Loan
WHITTLE DEVELOPMENT: Files Plan & Disclosure Statement
YELLOWSTONE CLUB: Stakeholders Await Ruling on Plan Appeal

YORKTOWN FUNDING: Orrstown Bank Will Charge Off $8.8 Million Loan
YRC WORLDWIDE: New Board of Directors Members Elected
YRC WORLDWIDE: Completes Refinancing of Debt to Lenders
YRC WORLDWIDE: S&P Lowers Long-Term Corp. Credit Rating to 'SD'
ZEREP ENTERPRISES: Voluntary Chapter 11 Case Summary

* Child-Support Ruling Not Binding Outside Bankruptcy

* Moody's: Debt Ceiling Debate May Pressure Defense Contractors
* S&P: Distressed Ratio Is Steady Despite Debt Ceiling Gridlock

* S&P's Global Corporate Defaults Tally Now at 21
* Three Bank Failures Friday Bring Year's Total to 61

* Fitch Comments on CDS of Firms Ahead of Earnings

* BOND PRICING -- For Week From July 25 - July 29, 2011


                            *********


94TH AND SHEA: Wants Access to Cash Collateral Until Nov. 9
-----------------------------------------------------------
94th and Shea, L.L.C., asks the U.S. Bankruptcy Court for the
District of Arizona for authority to use the rents and other
income generated by its property to pay for ordinary and necessary
operating and reorganization expenses for the period beginning
Aug. 1, 2011, and ending upon conclusion of the one-day
evidentiary confirmation hearing set to occur on Nov. 9, 2011.

Income generated by the Debtor from the property is claimed as
"cash collateral" by JPMCC 2007-CIBC19 Shea Boulevard, LLC.
JPMCC 2007 has asserted a claim against the Debtor, allegedly
secured by the Property, in the amount of $21 million.

The Debtor filed an amended plan of reorganization on May 11,
2011.  The disclosure statement explaining the Amended Plan was
approved by the Court on May 20.  According to the ballot report
filed on June 30 of the eight classes impaired thereunder, only
two voted to reject the Plan.

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli
Shughart, P.C., in Phoenix, Ariz., serve as counsel to the Debtor.
The Debtor disclosed $123,588 plus unknown amount in assets and
$22,870,408 in liabilities as of the Chapter 11 filing.


ABERDEEN GROUP: Receiver Directed to Turn Over Condo Rent
---------------------------------------------------------
Bankruptcy Judge Eileen W. Hollowell directed a state court-
appointed receiver for an apartment complex in Tucson, Arizona, to
turn over funds and provide accounting.  Debtor 4415 East Grant
Road, L.L.C., sought the return of roughly $50,000 in rents
collected prepetition by the receiver.  Wells Fargo Bank, N.A.,
commenced litigation prepetition, in state court, to appoint a
receiver to manage the Debtor's property.  On Sept. 17, 2010, MCA
Financial Group, Ltd., was appointed as receiver.  The
Receivership Order directed the Receiver to collect rents
generated on the Debtor's behalf and to place the profits in
escrow for the benefit of creditors.  The Receivership Order
directs the Receiver to maintain the value of the apartment
complex, provide ordinary maintenance and repair services, provide
goods and services, and pay operating expenses.  The Receiver
ultimately retained $49,000 in profits in escrow.

Wells Fargo filed a "Motion for an Order that Funds Held by the
Receiver are not Property of the Estate" on May 31, 2011,
asserting that the language of the Receivership Order requires the
Bankruptcy Court to determine that the Retained Funds are not
property of the estate.  The Debtor countered that the Retained
Funds are property of the bankruptcy estate, that Wells Fargo only
retains a security interest on the Retained Funds, and that those
funds are necessary for the Debtor's reorganization.

According to Judge Hollowell, the language of the Receivership
Order states that the Retained Funds are not the Debtor's
property, but the Receivership Order does not determine that the
Retained Funds are Wells Fargo's property.  Instead, it provides
that the Receiver is to hold the funds in escrow subject to a
later determination of whether it is Wells Fargo's property or the
property of any other creditors "that establish a senior interest
in the funds."  The Receivership Order also required the Receiver
to return to the state court before it could distribute the funds
to creditors.  Therefore, even prepetition Wells Fargo did not
have an absolute right to the Retained Funds.

A copy of Judge Hollowell's July 27, 2011 Memorandum Decision is
available at

            About 4415 EAST Grant Road & Aberdeen Group

4415 East Grant Road, L.L.C., operates an apartment complex in
Tucson, Arizona.  4415 East Grant Road and various affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Lead Case No.
11-03219) on Feb. 9, 2011.  Michael W. McGrath, Esq. --
ecfbk@mcrazlaw.com -- at Mesch Clark & Rothschild, serves as
bankruptcy counsel.  In its petition, 4415 East Grant Road
estimated $1 million to $10 million in assets and debts.

The affiliates are Max Chris Monston and Irene Murray Monson,
Aberdeen Group, L.L.C., Culver City Self-Storage, LLC, Arizona
Self-Storage at Lindsay Road LLC, Thornydale Self Storage
Associates, LLC, Sahuarita Self Storage L.L.C., Nogales Self
Storage Associates, L.L.C., Mariposa Road Self-Storage Associates
and Marana Hospitality II, LLC.  Most of the affiliates listed
under $1 million in assets and debts in their respective
petitions.  The petitions were signed by M. Chris Monson of
Aberdeen Group, LLC, managing member.


ACCURIDE CORP: Moody's Affirms CFR at 'B2'; Outlook Negative
------------------------------------------------------------
Moody's Investors Service lowered Accuride Corporation's rating
outlook to negative from stable. In a related action, Moody's
affirmed the Corporate Family and Probability of Default ratings
at B2, and affirmed the B2 rating on Accuride's $310 million
senior secured notes. The company's Speculative Grade Liquidity
Rating was lowered to SGL-3 from SGL -2.

This rating was lowered:

Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

These ratings were affirmed:

Corporate Family Rating, at B2;

Probability of Default, at B2;

Senior secured notes, at B2 (LGD4, 54%);

The asset based revolving credit is not rated by Moody's.

RATING RATIONALE

The negative rating outlook incorporates Accuride's lower than
expected operating performance improvement through the second
quarter of 2011. While debt levels were reduced in late 2010, the
company's ability to cover cash interest cost remains weak for the
rating. EBIT/cash interest coverage (including Moody's standard
adjustments) for the LTM period ending June 30, 2011 approximated
0.5x. A number of priorities have been announced by the company to
address the company's underperformance including organizational
leadership and structure changes. The negative outlook also
incorporates the need to address continuing operational issues at
the company's Gunite operations (about 27% of 2010 revenues) which
has contributed to the company's underperformance. Capital
expenditure guidance for fiscal 2011 was raised to $67 million
from $38 million in order to address the operational constraints
at the Gunite operations. Accuride also announced price increases
which took effect on July 1st to offset rising raw material costs
and should support the company's improved revenue guidance for
fiscal 2011. However, at the same time, the company updated its
EBITDA guidance for fiscal 2011 to $110 - $115 million, which is
now in the lower range of EBITDA guidance provided earlier in the
year.

The affirmation of Accuride's B2 Corporate Family Rating reflects
the company's progress on improving its top line and overall
profitability with recovering production in the domestic
commercial vehicle industry. In addition, Accuride's capital
structure has improved since the initial rating in July 2010 with
the conversion of its $140 million 7.5% senior convertible notes
into shares of common equity, completed in December 2010.
Accuride's revenues are based in North America, where the
production of Class 8 heavy duty vehicles improved to about 154
thousand units in 2010 from about 118 thousand units in 2009.
Class 8 builds in North America are expected to further improve to
about 250 thousand units in 2011. The company's revenues are
concentrated with key OEM's in North America with about 54% of
2010 revenues to the company's top 4 customers, including
Navistar, PACCAR, Daimler Truck North America, and Volvo/Mack.
Through the industry downturn and recovery, Accuride has
maintained a leading market position as a provider of wheels,
brake drums, disc wheel hubs, and metal bumpers. The company
recently purchased of the assets of Forgitron Technologies for $22
million to facilitate further growth in commercial vehicle
aluminum wheels. Accuride continues to invest in its core
businesses to support its competitive position as industry
conditions improve.

Accuride is anticipated to have an adequate liquidity profile over
the near-term supported by cash balances and availability under
the ABL revolving credit facility. As of June 30, 2011, cash
balances were approximately $35 million. As a result of lower
profit guidance and higher capital expenditures, Accuride is
expected to generate negative free cash flow in 2011, compared to
the positive free cash flow guidance provided earlier in the year.
Liquidity is supported by a $75 million asset based revolving
credit facility maturing in 2014. As of June 30, 2011, the
facility had approximately $20 million outstanding (used to fund
the Forgitron acquisition) with about $16 million of letters of
credit outstanding. The revolving credit facility has a springing
minimum fixed charge coverage ratio test of 1.1x if excess
availability falls below the greater of 15% of the commitment or
$10 million. Access to the ABL revolving credit facility is
expected for the near term. The senior secured note has no
financial covenants nor debt amortization requirements.

Future events that have the potential to improve Accuride's
ratings or outlook include improving production levels in the
company's commercial vehicle end-markets, or further enhancement
of operating margins from industry growth and the company's
operating improvement actions, consistent positive free cash flow
generation, and EBIT/interest expense coverage approaching 2.0x.

Future events that have the potential to drive Accuride's ratings
lower include deterioration in global commercial vehicle
production without offsetting restructuring actions, or
deteriorating liquidity. Lower ratings could arise from the above
considerations, or if EBIT/interest expense coverage continues to
be sustained at about 1x times or below.

The principal methodology used in rating Accuride was the Global
Auto Supplier Industry Methodology published in January 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Accuride Corporation, headquartered in Evansville, IN, is a
diversified North American manufacturer and supplier of commercial
vehicle components. The company's products include commercial
vehicle wheels, wheel-end components and assemblies, truck body
and chassis parts, and other commercial vehicle components.
Revenues in 2010 were approximately $764 million.


ALABAMA AIRCRAFT: PBGC to Pay Pension Benefits of 3,000 Workers
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation will pay the retirement
benefits of more than 3,000 workers and retirees of the bankrupt
airplane maintenance firm, Alabama Aircraft Industries, Inc. of
Birmingham, Ala.

PBGC, which safeguards the pensions of 44 million Americans, acted
to protect worker pensions after the bankruptcy court found the
company could not afford its pension plan.

"At PBGC we work to keep pensions going," said PBGC Deputy
Director for Policy Laricke Blanchard. "But when companies fail,
we're ready to make sure people have retirement benefits they can
count on."

PBGC will pay all pension benefits earned by Alabama Aircraft
retirees up to the legal maximum of $54,000 a year for a 65-year-
old.

"Americans who work hard every day for their employers should know
that the benefits they are owed will be there for them when they
retire," said Congresswoman Terri A. Sewell (Ala.-07).  "I am
thankful that the Pension Benefit Guaranty Corporation will step
in to prevent catastrophic hardship for the thousands of Alabama
Aircraft employees who would have lost their retirement benefits.
As a member of Congress, I will continue to work hard to
strengthen businesses that are struggling as a result of these
challenging economic times and develop and promote policies that
will help businesses and workers succeed in this global economy."

In Alabama's 7th Congressional District, where Alabama Aircraft is
located, the PBGC paid almost $3.7 million in pension benefits to
over 700 residents last year.

In total, PBGC contributed almost $73 million to the state's
economy through benefit payments during 2010.

Alabama Aircraft retirees who get their pensions from the PBGC may
be eligible for the federal Health Coverage Tax Credit.  The PBGC
website provides details at
http://www.pbgc.gov/wr/benefits/hctc/hctc-faqs.html.

PBGC, which receives no taxpayer funds, has taken over the pension
plan's assets and will use insurance premiums to pay covered
benefits.  The Alabama Aircraft pension plan has $82.4 million to
cover $142.8 million in benefit promises, according to PBGC
estimates.  The agency expects to pay about $58.9 million of the
$60.4 million shortfall.

PBGC's loss from the Alabama Aircraft plan's unfunded liabilities
was included in its fiscal year 2010 financial statements.

                            About PBGC

The PBGC protects the pension benefits of 44 million Americans in
27,500 private-sector pension plans.  The agency is directly
responsible for paying the benefits of more than 1.5 million
people in failed pension plans.  PBGC receives no taxpayer dollars
and never has. Its operations are financed by insurance premiums
and with assets and recoveries from failed plans.

                    About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport.  The
Company currently has 92 salaried employees and 234 hourly
employees.  About 251 hourly employees were furloughed since
Jan. 1, 2010.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations under the terms of its pension plan.  The
Company said it would likely cease operations absent the
elimination of its obligations under the pension plan.  The
Company owes $68.5 million to the Pension Benefit Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.

Hoping for a sale of the business, AAI canceled an auction for
lack of an acceptable bid. AAI sought a buyer after being
unable to locate an equity investor.


ALLIED IRISH: Has EUR2.24-Bil. Net Profit in 1st Half of 2012
-------------------------------------------------------------
Allied Irish Bank issued preliminary results for the half-year
ended June 30, 2011.  AIB reported net profit of EUR2.24 billion
on EUR604 million of net interest income for the half-year ended
June 2011, compared with a net loss of EUR1.73 billion on EUR1.02
billion of net interest income for the half year ended June 2010.

The Company's balance sheet at June 30, 2011, showed
EUR126.87 billion in total assets, EUR120.01 billion in total
liabilities and EUR6.86 billion total shareholders' equity
including non-controlling interest.

A full-text copy of the preliminary results is available for free
at http://is.gd/UHxoT9

                   About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.


ALLIED IRISH: Announces Results of Notes Purchase Offers
--------------------------------------------------------
Allied Irish Banks, p.l.c., previously announced that it was
inviting all holders of the Notes to (i) tender any and all of the
Notes for purchase by the Bank for cash, and (ii) consent to
certain modifications of the terms of the Notes.

The AIB Offer was made upon the terms and subject to the
conditions contained in the tender and consent memorandum dated
May 13, 2011.

In conjunction with the invitation to tender any and all of the
Notes, the Bank invited holders of each Series of Notes to
consider, and, if thought fit, pass, the relevant Extraordinary
Resolution in relation to certain modifications of the terms of
each Series of the Notes.

The Bank announced the aggregate nominal amount of each Series of
Notes accepted for purchase pursuant to the relevant Offer.

                                          Outstanding Nominal
                                       Amount Prior to Settlement
Description of Notes                         of AIB Offer
--------------------                  --------------------------
EUR400,000,000 Subordinated Callable
Step-Up Floating Rate Notes due 2015        EUR48,534,000

GBP700,000,000 Callable Dated Subordinated
Fixed to Floating Rate Notes due July 2023  GBP35,357,000

EUR419,070,000 10.75 per cent.
Subordinated Notes due 2017                EUR217,920,000

A full-text copy of the filing with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/yg8Ic4

                  About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at June 30, 2011, showed EUR126.87
billion in total assets, EUR120.01 billion in total liabilities
and EUR6.86 billion total shareholders' equity including non-
controlling interest.


ALLIED IRISH: To Redeem Outstanding Euro and Sterling Notes
-----------------------------------------------------------
Allied Irish Banks, p.l.c., said it will redeem the outstanding
principal amount of each series of Notes at the relevant
redemption price per nominal amount of Notes pursuant to the terms
and conditions of each such series:

                                               Redemption Price
Description of Notes                         Per Nominal Amount
--------------------                         ------------------
EUR400,000,000 Subordinated Callable
Step-Up Floating Rate Notes due 2015         EUR0.01 per EUR1,000

GBP700,000,000 Callable Dated
Subordinated Fixed to Floating Rate
Notes due July 2023                          GBP0.01 per GBP1,000

EUR419,070,000 10.75 per cent.
Subordinated Notes due 2017                  EUR0.01 per EUR1,000

The Principal Paying Agent for the Notes is:

                           Citibank, N.A.
                           Canada Square
                           Canary Wharf
                           London E14 5LB

                  About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at June 30, 2011, showed EUR126.87
billion in total assets, EUR120.01 billion in total liabilities
and EUR6.86 billion total shareholders' equity including non-
controlling interest.


ALLY FINANCIAL: Board Declares $134MM Preferred Shares Dividends
----------------------------------------------------------------
The Ally Financial Inc.'s Board of Directors has declared
quarterly dividend payments for certain outstanding preferred
stock.  Each of these dividends were declared by the board of
directors on July 18, 2011, and are payable on Aug. 15, 2011.

A quarterly dividend payment was declared on Ally's Fixed Rate
Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of
approximately $134 million, or $1.125 per share, and is payable to
the U.S. Department of the Treasury.  A quarterly dividend payment
was also declared on Ally's Fixed Rate Cumulative Perpetual
Preferred Stock, Series G, of approximately $45 million, or $17.31
per share, and is payable to shareholders of record as of Aug. 1,
2011.  Additionally, a dividend payment was declared on Ally's
Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of
approximately $22 million, or $0.53 per share, and is payable to
shareholders of record as of Aug. 1, 2011.

Including the aforementioned dividend payments on the Series F-2
Preferred Stock, Ally will have paid a total of approximately $2.5
billion in distributions to the U.S. Treasury since February 2009.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


AMERICAN BUSINESS FIN'L: Stern v. Marshall Cited in Ruling
----------------------------------------------------------
Bankruptcy Judge Mary F. Walrath granted a motion for summary
judgment filed by the Berkshire Group LP and Michael W. Trickey,
on all counts, in the lawsuit filed by George L. Miller, the
Chapter 7 trustee for American Business Financial Services Inc.
The crux of the issues presented is whether the relationship
between the Defendants and the Trustee rose to a level of a
fiduciary.  The Court finds it did not.

In her July 28, 2011 Opinion, Judge Walrath noted how she has
subject matter jurisdiction over the adversary proceeding and that
the parties raised no objection to her rendering a final judgment
in the proceeding.  This explanation was necessitated by the
recent Supreme Court ruling in Stern v. Marshall, 131 S.Ct. 2594
(2011), wherein it held that bankruptcy courts lack the
constitutional authority as Article I courts to enter final
judgments on state law counterclaims even if they are core
proceedings.  In Stern, the Court held that its decision is a
"narrow one" which focuses on "whether the action at issue stems
from the bankruptcy itself."  In the ABFS case, Judge Walrath
said, the claims arose after ABFS filed bankruptcy and relate
entirely to matters integral to the bankruptcy case.  If not for
the bankruptcy, these claims would never exist.  Judge Walrath
also turned to a recent ruling in In re Salander O'Reilly
Galleries, No. 07-30005, 2011 WL 2837494, at *7 (Bankr. S.D.N.Y.
July 18, 2011).  The Salander-O'Reilly court held that, "Nowhere
in . . . Stern does the Supreme Court rule that the bankruptcy
court may not rule with respect to state law . . . when deciding a
matter directly and conclusively related to the bankruptcy."

The Stern ruling was reported in the June 30 edition of the
Troubled Company Reporter.  The Salander-O'Reilly decision was
reported in the July 20 edition of the TCR.

The case is George L. Miller, Trustee, v. Greenwich Capital
Financial Products, Inc., Ocwen Loan Servicing, LLC, Wells Fargo
Bank, N.A., Law Debenture Trust Company of New York, The Berkshire
Group, LP, Michael W. Trickey, Adv. Proc. No. 06-50826 (Bankr. D.
Del.).  A copy of Judge Walrath's ruling is available at
http://is.gd/NoUfZ8from Leagle.com.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., -- http://www.abfsonline.com/--
together with its subsidiaries, is a financial services
organization operating mainly in the eastern and central portions
of the United States and California.  The company originates,
sells and services home mortgage loans through its principal
direct and indirect subsidiaries.  The company, along with four of
its subsidiaries, filed for chapter 11 protection (Bankr. D. Del.
Lead Case No. 05-10203) on Jan. 21, 2005.  Bonnie Glantz Fatell,
Esq., at Blank Rome LLP represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$1,083,396,000 in total assets and $1,071,537,000 in total debts.

The Bankruptcy Court converted the cases to a chapter 7
liquidation on May 17, 2005.  George L. Miller was appointed
chapter 7 trustee in the case.  John T. Carroll, III, Esq., at
Cozen O'Connor, represents the Chapter 7 Trustee.  The Debtor sold
servicing rights to Ocwen Loan Servicing LLC for $21 million.  The
Chapter 7 Trustee later sold certain whole loan assets to Credit-
Based Asset Servicing and Securitization LLC for $29 million.


AMBAC FINANCIAL: Extends Plan Settlement Deadline to Aug. 25
------------------------------------------------------------
Ambac Financial Group, Inc. related on July 26, 2011, that, at the
request of the Office of the Commissioner of Insurance of the
State of Wisconsin and with the approval of Ambac Assurance
Corporation, it has agreed to provide additional time for the OCI
to complete its analysis of the AFG Plan of Reorganization dated
July 6, 2011, as filed with the U.S. Bankruptcy Court for the
Southern District of New York.  In addition, the agreement to
provide additional time will allow the company, the Official
Committee of Unsecured Creditors, AAC and OCI to mediate the
outstanding issues between AFG and AAC under the Plan.

Under the original terms of the Plan, AAC and OCI could accept a
settlement proposed in the Plan by filing notice with the
Bankruptcy Court by July 29, 2011.  Pursuant to the agreement
among AFG, AAC, the OCI, and the Creditors' Committee, the Plan
Settlement Deadline has been changed to August 25, 2011.

As a consequence of the changed deadline, the Bankruptcy Court
hearing relating to the approval of the Disclosure Statement,
originally scheduled for August 12, 2011, has been rescheduled for
September 8, 2011, and the Bankruptcy Court hearing relating to
the
confirmation of the Plan has been rescheduled for Nov. 8 and 9,
2011.

The deadline for parties-in-interest to file an objection to the
Motion to Approve the Disclosure Statement is extended from August
8, 2011, to September 1, 2011, according to a notice filed with
the
Bankruptcy Court on July 25, 2011.

                    AFG Seeks Extension of
                Exclusive Solicitation Period

The Debtor asks Bankruptcy Judge Shelley C. Chapman to extend its
exclusive period to solicit acceptances for the Reorganization
Plan, through and including December 5, 2011.

The Debtor's current exclusive solicitation period is set to
expire
on September 6, 2011.

The Debtor, the Creditors Committee, AAC and the OCI agreed to
commence a mediation process on August 16 and 17, 2011.

To enable mediation of the Plan Settlement among the Debtor, the
OCI and the Creditors Committee: (i) the Disclosure Statement
Hearing was adjourned to September 8, 2011; (ii) voting on the
Reorganization Plan will not be completed until October 25, 2011;
and (iii) a hearing with respect to confirmation of the
Reorganization Plan will not occur until November 8, 2011.

If the Disclosure Statement Motion is approved on September 8,
2011, solicitation of votes to accept or reject the Plan is
anticipated to begin no later than September 15, 2011.

Recognizing that the delay in solicitation will result in
additional costs to the Debtor's estate, the OCI approved a
payment to the Debtor for $2 million in cash or cash equivalents
to be made by AAC or pursuant to the secured note issued by AAC
which runs in favor of AAC's Segregated Account, AFG Chief
Executive Officer Diana Adams related in a declaration.

The parties further agreed, Ms. Adams elaborated, that if the
terms of a consensual Plan are agreed upon among the OCI, AAC, the
Debtor and the Creditors Committee, the Payment will be credited
towards any agreed obligation for AAC to reimburse the Debtor for
a percentage share of the fees and disbursements incurred in the
IRS Adversary Proceeding.

Peter A. Ivanick, Esq., at Dewey & LeBouef LLP, in New York,
stresses that the Debtor has to resolve certain contingencies to
pursue confirmation and consummation of the Reorganization Plan.
These contingencies are:

(A) The Debtor has yet to resolve its objections to Alleged
     Priority Claims of nearly $1 billion, composed of:

     * IRS Claims (i) that allege against the Debtor priority
       tax claims of approximately $807 million, to which the
       Debtor objected; and (ii) subject to an adversary
       proceeding between the Debtors and the IRS and hinge on
       the outcome of the IRS Adversary Proceeding.  The IRS and
       the Debtor agreed to extend the deadlines to complete
       fact discovery and file dispositive motions to Sept. 9,
       2011, and Sept. 23, 2011 in the Adversary Proceeding.
       The Debtor and the U.S. Internal Revenue Service are
       participating in a mediation, which commenced on July 6,
       2011.

     * The New York City Department of Finance filed a claim
       alleging a priority tax claim of approximately $117
       million against the Debtor.  The Debtor hopes to engage
       the NYCDF in settlement discussions and attempt to
       resolve consensually the NYCDF Claim.

(B) Negotiations with OCI: On July 7, 2011, in response to the
     filing of the Plan, the OCI announced that it would
     "vigorously contest" effectuation of the Plan.  The
     Debtor's negotiations with OCI concerning the Plan remain
     ongoing.

(C) Wisconsin Proceedings: On January 24, 2011, the Circuit
     Court of Dane County, Wisconsin, confirmed the plan of
     rehabilitation with respect to AAC's Segregated Account.
     Because the issuance of surplus notes pursuant to the
     Rehabilitation Plan could potentially result in the
     occurrence of a "deconsolidation event" or the recognition
     of substantial cancellation-of debt income for tax
    purposes, the OCI is considering substantial amendments to
    the Rehabilitation Plan, and potentially, the initiation
    of rehabilitation proceedings with respect to AAC.  Any and
    all developments relating to the Rehabilitation Plan and AAC
    will require the full attention of the Debtor.

The Debtor intended to file on July 27, 2011, motions to estimate
the Alleged Priority Tax Claims.  The Debtor hopes to reach
consensual resolutions of the Alleged Priority Tax Claims before
the rescheduled Disclosure Statement Hearing.  If progress with
respect to the Alleged Priority Tax Claims is not made, the Debtor
intends to file motions to estimate the Alleged Priority Tax
Claims
to be heard on Sept. 8 or 9, 2011.

Given those contingencies, cause exists to extend the Solicitation
Exclusivity Period, Mr. Ivanick tells Judge Chapman.

Mr. Ivanick asserts that the Debtor is continuing to make good
faith progress towards reorganizing.  Already the Debtor has filed
a viable plan with input from the Creditors' Committee and an
informal group of unaffiliated holders of the Debtor's notes, he
says.  However, he cites, the main impediments to confirming the
Plan are (i) the pending objections to, and anticipated motions to
estimate, the Alleged Priority Tax Claims and (ii) negotiations
and mediation with AAC and the OCI.

Accordingly, the Debtor intends to use the proposed extension to
continue negotiating in good faith with the OCI, AAC, the
Creditors' Committee, the Informal Group, the IRS and the NYCDF,
Mr. Ivanick says.  The adjournment of the Disclosure Statement
Hearing, he avers, will also give the OCI and AAC more time to
fully consider the Plan Settlement, and will enable the parties to
engage in mediation in connection with the Plan Settlement.

In a supporting declaration, C.J. Brown, managing director at
Blackstone Advisory Partners L.P., financial advisor to the
Debtors, assured the Bankruptcy Court that the Debtor can afford
an extension of the Exclusive Solicitation Period given that the
Debtor has approximately $58 million in available financial
resources.

The Debtor's liquidity position after its emergence from
bankruptcy could be materially improved if a settlement is reached
with OCI that permits a cash payment from AAC to the Debtor, Mr.
Brown pointed out.

But even without a settlement with OCI and AAC, Mr. Brown said, if
the Debtor emerges by November 30, 2011, it should have sufficient
liquidity to operate through emerge with approximately $24 million
to 26 million in cash based on the Company's latest liquidity
forecast as of July 21, 2011, and assuming a monthly burn of $3
million to 5 million while in bankruptcy.

The Bankruptcy Court will consider the Debtor's Exclusive
Solicitation Period Extension Motion on August 10, 2011.
Objections are due no later than August 3.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Substantial Claimholders Must Serve Notice
-----------------------------------------------------------
Ambac Financial Group, Inc. filed with the Court a reporting
notice requiring substantial claimholders to serve a substantial
claimholder notice pursuant to the Court's November 30, 2010,
order establishing procedures and approving restrictions on
certain transfers of equity interests in and claims against the
Debtor.

On July 6, 2011, the Debtor filed a Section 382(l)(5) of the
Internal Revenue Code Plan or the Plan of Reorganization and that
the Transfer Order provides that in order to assess the
feasibility
of implementing a Section 382(l)(5) Plan and the need for
petitioning the Court for a Sell Down Order.

Pursuant to the Transfer Order, a Substantial Claimholder is
defined as an entity that has beneficial ownership of an aggregate
amount of claims, measures where applicable by principal and
accrued interest as of the Petition Date, that equals or exceeds
the threshold amount, which is currently defined as $55,000,000.

Pursuant to the Transfer Order, each Substantial Claimholder is
required to serve on the Debtor and its counsel on or before
August
18, 2011, a Substantial Claimholder Notice, the form of which is
available for free at:

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

Any Entity that is uncertain whether or not it is considered a
Substantial Claimholder may serve a Substantial Claimholder Notice
in order to preserve its rights under the Transfer Order.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Proposes Buttner Hammock as Consultant
-------------------------------------------------------
Ambac Financial Group, Inc. seeks permission from the Court to
employ Buttner Hammock & Company, P.A., as its consultant and
possible expert witness nunc pro tunc to July 15, 2011.

As the Debtor's consultant, Buttner Hammock will:

  * review the Debtor's accounting documents and provide
    analysis;

  * provide advice to the Debtor and Dewey & LeBoeuf LLP; and

  * possibly serve as an expert witness with respect to the
    Debtor's objection to the U.S. Internal Revenue Service's
    claims and adversary proceeding commenced by the Debtor
    against the agency.

The Debtor will pay Buttner Hammock professionals according to the
firm's customary hourly rates:

   Name                    Position            Rate per Hour
   ----                    --------            -------------
   Edward Buttner          Partner                 $395
   Ben Troxler             Principal               $360
   Michael Tanner          Principal               $325
                           Senior managers         $285
                           Senior accountants      $225
                           Staff accountants       $175
                           Paraprofessionals        $65

The Debtor will reimburse Buttner Hammock for reasonable expenses
incurred or to be incurred.

Edward W. Buttner IV, a partner at Buttner Hammock & Company,
P.A.,
in Jacksonville, Florida -- ewbuttner@hotmail.com -- insists that
his firm is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

The Debtor subsequently refiled with the Court its application to
employ Buttner Hammock, which application is substantially similar
to the original application filed on the same day.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMERIGAS PARTNERS: Moody's Assigns Ba3 Rating to New Sr. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to AmeriGas
Partners, L.P.'s proposed offering of $450 million senior notes
due 2019. The proceeds of this offering will be used to fund the
early redemption of $350 million senior notes due 2016, with the
remainder used to repay revolver borrowings and for general
corporate purposes. The outlook is stable.

RATINGS RATIONALE

"This notes offering opportunistically refinances the 2016 notes
and previous long-term debt maturities that had been funded on
AmeriGas' revolving credit facility," commented Sajjad Alam,
Moody's Analyst. "Following this transaction substantially all of
AmeriGas' long-term debt will mature in 2019 and 2021."

AmeriGas' Ba2 Corporate Family Rating (CFR) is supported by its
leading market position in the retail distribution of propane, and
geographic diversification. The partnership has a track record of
conservative financial policies, resulting in relatively low
financial leverage and strong distribution coverage. The rating
also incorporates the continued challenges of operating in the
propane distribution business that is highly fragmented,
competitive and seasonal. The business contends with secularly
declining volumes due to customer conservation trends and the slow
encroachment of natural gas as a substitute over time, which makes
organic growth difficult and requires ongoing acquisitions to
maintain volumes.

Moody's expects AmeriGas to maintain adequate liquidity primarily
due to its committed bank credit facility availability of
approximately $168 million as of March 31, 2011 (pro forma for the
senior notes offering). In June, the partnership replaced its
maturing credit facilities with a new $325 million revolving
credit facility that matures in October 2015.

A negative outlook or ratings downgrade is possible if AmeriGas
were to materially increase its leverage through debt funded
acquisitions or if there were a significant deterioration in its
sales volumes or operating margins. Debt/EBITDA sustained above
3.5x would pressure the ratings. The declining volume trends and
Moody's concerns regarding acquisition event risk for the propane
sector make a positive rating action unlikely in the near term. If
AmeriGas can achieve moderate growth in sales volumes and EBITDA
and reduce Debt/EBITDA to below 3x on a sustainable basis, the
outlook could be changed to positive or the ratings upgraded.

The Ba3 senior notes ratings reflect both the overall probability
of default of AmeriGas, to which Moody's assigns a PDR of Ba2, and
a loss given default of LGD 4 (68%). The senior notes are
unsecured and have no subsidiary guarantees. Therefore, the senior
notes are structurally subordinated to all debt, including the
unsecured credit facilities and trade claims of the operating
partnership, AmeriGas Propane, L.P. Due to the size of the credit
facilities and trade claims relative to the senior notes, the
notes are rated one notch beneath the Ba2 CFR under Moody's Loss
Given Default methodology.

The principal methodology used in rating AmeriGas Partners was the
Global Midstream Energy Industry Methodology, published December
2010.

AmeriGas Partners, L.P. is a publicly traded master limited
partnership that is the largest retail propane distributor in the
United States based on volumes of propane distributed annually.


AMR CORP: Inks Landmark Agreements with Airbus and Boeing
---------------------------------------------------------
American Airlines, Inc., entered into landmark agreements with
Airbus and Boeing that will allow it to replace and transform
American's narrow-body fleet over five years and solidify its
fleet plan into the next decade.  These new aircraft will allow
American to reduce its operating and fuel costs and deliver state-
of-the-art amenities to customers, while maximizing financial
flexibility for American.  Under the new agreements, American
plans to acquire 460 narrowbody aircraft from the Boeing 737 and
Airbus A320 families beginning in 2013 through 2022.  American
also has purchase rights and options through 2025 for an
additional 465 aircraft from these families.  As part of these
agreements, starting in 2017, American will become the first
network U.S. airline to begin taking delivery of "next generation"
Airbus and Boeing narrowbody aircraft that will further accelerate
fuel-efficiency gains.  These new deliveries are expected to pave
the way for American to have the youngest and most fuel-efficient
fleet among its U.S. airline peers in approximately five years.
In addition, the manufacturers have committed financing to
American of approximately $13 billion through lease transactions,
which covers the first 100 Boeing deliveries and the first 130
Airbus deliveries.

American entered into agreements with The Boeing Company on
July 19, 2011, to acquire 100 additional Boeing 737 Next
Generation aircraft, which, subject to certain limitations, may
consist of Boeing 737-700, 737-800, or 737-900 ER aircraft.  The
firm NG Aircraft include three Boeing 737-800 aircraft for which
American exercised purchase rights on June 30, 2011.  Twenty of
the firm NG Aircraft are scheduled to be delivered in each of the
years 2013-2017.  Under the Boeing Agreements, American also
expects to acquire 100 Boeing 737 Next Generation "re-engined"
aircraft, to be equipped with new, more fuel efficient engines.
American's acquisition of Re-Engined NG Aircraft is subject to a
number of conditions, including Boeing's approval of the launch of
the Boeing 737 re-engined aircraft program and negotiation of
definitive agreements with Boeing to acquire such aircraft.  If
acquired, 20 Re-Engined NG Aircraft would be scheduled to be
delivered in each of the years 2018-2022.  In addition, under the
Boeing Agreements, American acquired purchase rights for 40
additional Boeing 737 Next Generation Aircraft, which, if
exercised, would be delivered in the years 2015-2018, and purchase
rights for 60 additional Boeing 737 Next Generation "re-engined"
aircraft, which, if exercised, would be delivered in the years
2020-2025.  Boeing agreed to provide primary lease financing to
American for the firm NG Aircraft.  If American elects to use this
lease financing on any firm NG Aircraft, then subject to certain
terms and conditions, including the absence of defaults under
certain other agreements, BCC Equipment Leasing Corporation (a
subsidiary of Boeing) or a third party arranged by Boeing will
enter into a lease for such aircraft with American for an initial
term of ten years.  Each lease will include customary terms and
conditions, including covenants regarding maintenance, operation,
registration, liens and insurance with respect to the aircraft, as
well as defaults relating to payment and performance of lease
obligations and certain cross-default arrangements.  If American
does not elect to lease any firm NG Aircraft using the lease
financing provided by Boeing, American may purchase such aircraft
using other financing provided by a third party and arranged
directly by American.

American entered into agreements with Airbus S.A.S. on July 20,
2011.  Under the Airbus Agreements, American committed to lease
130 Airbus current generation A320 family aircraft which, subject
to certain limitations, may consist of A319, A320 or A321
Aircraft, and committed to purchase 130 Airbus A320 family "new
engine option" aircraft, to be equipped with new, more fuel
efficient engines.  Between 20-35 of the firm Current Generation
Airbus Aircraft are scheduled to be delivered in each of the years
2013-2017.  Ten firm NEO Airbus Aircraft are scheduled to be
delivered in 2017 and thereafter between 20-25 firm NEO Airbus
Aircraft are scheduled to be delivered in each of the years 2018-
2022.  In addition,  American acquired 70 options and 15 purchase
rights for additional Airbus current generation A320 family
aircraft, which, if exercised, would be delivered in years 2014-
2017, and options for 280 additional Airbus A320 family "new
engine option" aircraft, which, if exercised, would be delivered
in the years 2017-2025.  Under the Airbus Agreements, subject to
American's rights to purchase firm Current Generation Airbus
Aircraft in certain circumstances, and subject to certain terms
and conditions, including the absence of defaults under certain
other agreements, the firm Current Generation Airbus Aircraft will
be financed under leases with initial terms of ten years with
Airbus or one of its affiliates, or with a third party arranged by
Airbus.  The leases will include customary terms and conditions,
including covenants regarding maintenance, operation,
registration, liens and insurance with respect to the aircraft, as
well as defaults relating to payment and performance of lease
obligations and certain cross-default arrangements.

American's total purchase commitments are expected to be
approximately $10.3 billion at the end of the third quarter 2011,
reflecting the firm orders from these transactions and aircraft
purchase deliveries and purchase deposits paid during the quarter.
Future minimum lease payments required under capital and operating
leases that have initial or remaining non-cancelable lease terms
in excess of a year as of the end of the third quarter are
expected to be approximately $24.3 billion.  In addition to other
financing previously arranged by American, the manufacturers have
committed financing to American of $13 billion through lease
transactions, which covers the first 100 Boeing deliveries and
first 130 Airbus deliveries.

As of July 25, 2011, payments for aircraft purchase commitments
for firm orders outstanding, including commitments under these
agreements as well as American's other outstanding aircraft
purchase commitments, will approximate $532 million for the
remainder of 2011, $1.3 billion in 2012, $1.4 billion in 2013,
$267 million in 2014, $198 million in 2015, and $154 million for
2016, net of purchase deposits expected to be held by the
manufacturers.

The above commitments represent 12, 30, 21, 2, 2, and 2 purchased
aircraft scheduled for delivery in the remainder of 2011, 2012,
2013, 2014, 2015 and 2016, respectively which includes a Boeing
777-300ER aircraft option exercised in July 2011, and purchase
deposits for the leased aircraft described above.  As of July 25,
2011, American has arranged financing commitments covering all of
the aircraft scheduled to be delivered between 2011 and 2016,
except 15 widebody aircraft that it intends to finance at a later
time.

                       About AMR Corporation

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

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

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

                           *     *     *

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

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


ANTERO RESOURCES: Moody's Assigns B3 Rating to $300MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Antero Resources
LLC's proposed $300 million senior notes due 2019. The note
proceeds will be used initially to reduce the borrowings under
Antero's revolving credit facility, but will eventually be used to
finance the company's capital budget. The rating outlook remains
positive.

RATINGS RATIONALE

In February 2011, Antero's Corporate Family Rating (CFR) was
upgraded to B2 reflecting the improving reserve and production
profile and the potential for future growth based on the company's
portfolio of drilling opportunities in the Marcellus Shale, the
Piceance Basin, and in the Arkoma Basin. A positive outlook was
assigned based on the belief that Antero would deliver growth in
proved developed reserves and production without significant
increases in leverage. In the first six months of 2011, Antero's
reserve and production growth has lived up to expectations and
leverage has remained relatively constant.

"While the increase in proved developed reserves to over 100
million BOE gives Antero the scale of a small B1 company, its
leverage is more in line with the company's current B2 CFR," said
Stuart Miller, Moody's Senior Analyst. "We are maintaining the
current positive outlook based on Moody's expectation for
continuing proved developed reserve growth over the next twelve
months, but any leverage increases may delay or prevent a positive
rating action."

Antero's rating is negatively impacted by the company's high
concentration in natural gas production (over 90%) and high
reliance on external funding sources to finance its growth plans.
However, the rating and outlook also take into account
expectations for low F&D costs through 2012 thanks to a large
inventory of low-risk drilling locations.

Pro forma for the note offering, Antero will have about $700
million of liquidity through availability under its $750 million
senior secured revolving credit facility. Based on the company's
growth plans, this availability should be sufficient to fund its
capital budget through 2012 at which time additional outside
capital will be required. The revolving credit facility matures in
May 2016. It requires that Antero maintain a minimum current ratio
of 1.0x and a minimum interest coverage ratio of 2.5x -- the
company is expected to remain comfortably in compliance with both
ratios. The liquidity rating of SGL-3 reflects the expectation
that internally generated cash flow will not be sufficient to fund
the planned capital budget, and therefore there is a high degree
of reliance on external sources of capital.

The senior notes are rated B3, one notch below the B2 CFR due to
the junior ranking of the unsecured notes behind the $750 million
senior secured revolving credit facility.

The principal methodology used in rating Antero was Moody's Global
Independent Exploration and Production Industry rating methodology
published in December 2008.

Antero Resources LLC is an independent exploration and production
company headquartered in Denver, Colorado.


ANTERO RESOURCES: S&P Assigns 'B' Rating to $300MM Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Antero Resources Finance Corp.'s $300 million
senior unsecured notes due in 2019. "We base the issue-level and
recovery rating on the rating of exploration and production
(E&P) company Antero Resources LLC (B+/Stable/--), which
guarantees the proposed notes on a senior unsecured basis. The
assigned issue rating on the notes is 'B' (one notch below the
corporate credit rating). The recovery rating on this debt is '5',
indicating our expectation of a modest (10% to 30%) recovery in
the event of default. The company will use the proceeds from
the notes to repay indebtedness under its revolving credit
facility and for working capital and potential acquisitions," S&P
related.

The ratings on Antero Resources LLC reflect the volatility of the
E&P industry, the high proved undeveloped content of the company's
proved reserves, the significant costs required to develop its
midsize proved reserve base, and its focus on natural gas reserves
and production. The ratings also encompass the company's good cash
operating costs, solid reserve replacement, and Antero Resources
LLC's favorable hedges that buffer weak natural gas prices in the
near to intermediate term.

Ratings List

Antero Resources LLC
Corporate Credit Rating                B+/Stable/--

New Rating

Antero Resources Finance Corporation
Senior Unsecured
  $300 mil sr nts due 12/31/2019      B
   Recovery Rating                      5


ARCTIC GLACIER: Obtains Waivers From Lenders
--------------------------------------------
Arctic Glacier Income Fund disclosed that the Fund and its
subsidiaries, including Arctic Glacier Inc. and Arctic Glacier
International Inc., have obtained waivers from their lenders.

The lenders have waived compliance with financial covenants for
the quarter ended June 30, 2011 until September 1, 2011, including
those governing the maximum leverage ratio, interest coverage
ratio, fixed charge coverage ratio and minimum EBITDA levels.

The waivers also permit the Fund to make the final cash interest
payment to holders of its 6.50% extendible convertible unsecured
subordinated debentures and facilitate the previously announced
issuance of trust units of the Fund on August 2, 2011 to the
Debenture holders in satisfaction of the Fund's obligations to
repay the principal amount of the Debentures due July 31, 2011 in
lieu of cash.  In addition, the waivers permit the Fund to make
the first installment payment of US$2.5 million relating to the
U.S. Direct Purchaser Class Action settlement on or before
August 4, 2011.

Arctic Glacier is continuing active discussions with its lenders
to amend certain terms of the credit agreements for future
quarters, although there can be no assurance that such amendments
will be approved.

The Fund continues to evaluate alternatives as part of the
strategic and financing review that is currently in progress.

                      About Arctic Glacier

Arctic Glacier Income Fund, through its operating company, Arctic
Glacier Inc., is a leading producer, marketer and distributor of
high-quality packaged ice in North America, primarily under the
brand name of Arctic Glacier(R) Premium Ice.  Arctic Glacier
operates 39 production plants and 48 distribution facilities
across Canada and the northeast, central and western United States
servicing more than 75,000 retail locations.

Arctic Glacier Income Fund trust units are listed on the Toronto
Stock Exchange under the trading symbol AG.UN. There are currently
39.0 million trust units outstanding.  Following the issuance of
units to the Debenture holders on August 2, 2011, there will be
350.3 million trust units outstanding.


ARMTEC HOLDINGS: DBRS Downgrades Issuer Rating to 'B'
-----------------------------------------------------
DBRS has downgraded the Issuer Rating of Armtec Holdings Limited
to B (high) from BB (low).  The rating action reflects the fact
that the Company's financial profile is no longer compatible with
the BB (low) rating because of deteriorating operating performance
and increased debt levels.  Furthermore, DBRS believes a recovery
is unlikely in the near term due to a weak market outlook and
operational challenges.  DBRS has also downgraded the recovery
rating of the Senior Unsecured Debt to RR5 from RR3 and, as a
consequence, has downgraded the Senior Unsecured Debt rating to B
from BB.  The ratings remain Under Review with Negative
Implications in view of the ongoing due diligence work by
Brookfield Asset Management Inc. (BAM, rated A (low) by DBRS)
regarding the committed credit facility.  Securing an agreement on
the credit facility is critical to safeguarding adequate liquidity
for Armtec's operating needs.

The Company's operating performance has been below expectations.
DBRS had expected EBITDA to soften in 2010 as a result of slowing
revenue and tighter margins in the Engineered Solutions (ES)
business.  However, reported operating profit was much lower than
anticipated because of additional margin pressure from higher
production costs caused by project delays, work complexity and low
utilization rates.  DBRS had also expected operating performance
to stabilize in 2011, but actual results in Q1 2011 were below
expectations as a result of lower earnings in the Construction and
Infrastructure (CIA) business.  Poor operating results have also
led to a large deficit in free cash flow and a corresponding
increase in debt.  The combination of higher debt levels, weaker
earnings and low operating cash flow generation has led to a sharp
deterioration in Armtec's debt coverage ratios.  The debt-to-
EBITDA ratio (as calculated by DBRS) rose to nearly 6.0 times (x)
in 2010 and about 6.5x (under International Financial Reporting
Standards (IFRS)) for the 12 months ending March 31, 2011, from
about 3.0x in 2009 and 2008.  Also, the cash flow-to-total debt
ratio declined to approximately 0.10x in 2010 from 0.27x in 2009.
In April 2011, the Company raised about $55 million from an equity
issue and used the proceeds to pay down the term credit facility.
However, the key credit metrics (on a pro forma basis) only
improved marginally and are still not compatible with the BB (low)
rating range.  More worryingly, the Company also expects
continuing pressure on its operating results for the rest of 2011,
with lower volume in the CIA business and no improvements in the
ES business until the end of the year.

Furthermore, DBRS believes that, in addition to challenging market
conditions, Armtec also faces some operational challenges.  The
Company has grown rapidly through acquisition the last few years
and merged its divisions into a regionally based organization in
2010.  DBRS believes that distractions and disruptions from the
reorganization are likely to have contributed to the
inefficiencies that affected recent results.  The appointment of a
chief operating officer in March 2011 to drive operational
improvement should help address the situation.  The Company has
also completed amalgamating eight disparate accounting systems
into a single SAP Enterprise Resource Planning (ERP) system.
Adopting a new, complex ERP system at the same time as introducing
major organizational changes would add to the challenge of a
smooth transition.  Near term, the Company has to manage the
deteriorating business environment, drive operational improvement
from the "new" organizational setup and deploy the new ERP system
effectively.  It is uncertain that the Company is able to overcome
such significant headwinds, both internally and externally.
Consequently, DBRS has concluded a one-notch downgrade is
warranted at this time.

Another consequence of the poor operating performance is that
Armtec is seriously at risk of breaching the covenants of its
existing senior secured bank facility.  The Company has been
successful in securing agreements from its banking syndicate to
waive compliance with the financial covenants and to access the
bank facility to ensure adequate liquidity for operating needs in
the short term.  On July 3, 2011, the Company announced that it
has entered into a committed financing agreement with a BAM
company to provide a $125 million credit facility for a two-year
term, extendible to 30 months at Armtec's option.  The first
tranche ($90 million) will become available upon finalization of
appropriate documentation and the second tranche ($35 million)
will become available upon the satisfaction of certain additional
due diligence conditions.  The new facility will allow Armtec to
repay in full the lenders under its existing senior secured bank
facility.  DBRS views this as a positive development that will
remove the uncertainty regarding the Company's medium-term funding
source.  Currently, due diligence is ongoing and is expected to be
completed in the third or fourth quarter of 2011.  This is the
major reason the ratings remain Under Review with Negative
Implications.

Going forward, the Company expects results in the ES business to
remain under pressure until existing lower-margin projects run off
near the end of 2011.  Additionally, the CIA business is not
expected to rebound in 2011 as activities in the residential,
commercial and industrial construction markets remain subdued.
Nevertheless, DBRS believes that the Company's business profile
remains sound despite the disappointing operating results.  Armtec
is the only national provider of infrastructure-related products
in Canada, with leading market positions in its core markets.  The
Company has a well-balanced portfolio of work between the lower-
margin but stable CIA business and the normally higher-margin but
volatile ES business.  Armtec has low capital expenditure
requirements and the suspension of dividends should help improve
its liquidity.  DBRS expects the Company to be able to weather the
current difficulties, albeit with a weakened financial profile.

Pursuant to our rating methodology for leveraged finance, DBRS has
created a default scenario for Armtec in order to analyze when and
under what circumstances a default could hypothetically occur and
the potential recovery of the Company's debt in the event of such
default.  The scenario assumes that the economy fails to recover
and falls into a recession again in 2012. DBRS has determined
Armtec's estimated value at default using an EBITDA multiple
valuation approach, consistent with a view that default would
likely result in the restructuring and/or recapitalization of the
assets with value as a going concern versus the sale of its
individual assets.  EBITDA multiples utilized are applied to
cyclically normalized EBITDA at default as opposed to the actual
low EBITDA values expected at the time of default, reflecting the
forward-looking nature of the valuation.  The valuation considers
the issuer and the specific debt instruments, allocating value
proceeds accordingly.  DBRS has forecast the economic value of the
components of the enterprise at approximately $148 million, using
a 4.0x multiple of normalized EBITDA for Armtec.  Based on the
default scenario, the Senior Unsecured Debt has recovery estimated
between 10% and 30%; therefore, the assigned recovery rating is
RR5.  The instrument rating of the Senior Unsecured Debt is B.

DBRS will remove the Company from Under Review with Negative
Implications once the Company has secured a committed credit
facility from BAM.  Additionally, DBRS will assess the progress of
the Company in addressing the challenges to its full recovery at
that time to ascertain the appropriateness of the current Issuer
Rating as well as the recovery rating.  However, a failure to
secure the committed facility from BAM would have negative rating
consequences unless the Company has an acceptable alternative in
place to ensure adequate liquidity to fund its operating needs.


AUTOS VEGA: To Have Access to Cash Collateral Until January 2012
----------------------------------------------------------------
Autos Vega, Inc., and secured creditor Reliable Finance Holding
Company ask the U.S. Bankruptcy Court for the District of Puerto
Rico to approve their joint stipulation authorizing Debtor's use
of Reliable's cash collateral, on an interim basis, for the period
commencing on July 6, 2011, through and including Jan. 31, 2012.

The Debtor needs cash collateral for the purchase of new motor
vehicle inventory.

The Debtor will deposit into the Banco Santander account to be
opened all funds received from the sale of vehicles subject to
Reliable's pre- and post-petition liens immediately upon receipt.
The Debtor will pay Reliable the amounts owed on a per-unit basis
on the vehicles sold subject to its liens.  Upon payment to
Reliable, the Debtor will transfer any remaining funds to its DIP
account for the Debtor's operational expenses.

As of the Petition Date, the Debtor owed Reliable the principal
amount of $14,710,558 plus interest and related fees under the
Financing Agreements, as amended.  The obligations to Reliable are
secured by substantially all of the Debtor's assets, which
primarily consists of Debtor's inventory of vehicles, and proceeds
thereof, among others.

As adequate protection, the Debtor proposes to grant Reliable
additional collateral, in the form of a post petition pledge of
$1,000,000, and a postpetition, first priority security interest
on any the vehicles, assets and collateral acquired by the debtor
with the proceeds from Reliable's cash collateral on and after the
petition date.  The Debtor will continue making monthly regular
payments on the interest accrued as invoiced by Reliable, and will
pay the expenses as invoiced by Reliable in the ordinary course of
its operations.

The Debtor agrees and ratifies that, if the replacement liens and
other forms of protection described above are inadequate to
protect Reliable's interests, Reliable's claim, including any
unpaid invoices for monthly interest charges and monthly invoices
for expenses, will be entitled to priority under Sections 363(c)
(1) and 507 (b) of the Code over all other expenses of
administration of the estate.  Any deficiency will also be secured
by all Pre-Petition collateral.

Finally, Reliable will not consent to the continued use of its
cash collateral unless the Cash Deposit is delivered to Reliable
on or before July 26, 2011, or the date the Bankruptcy Court has
approved the delivery of the Cash Deposit to Reliable, whichever
is later.  Therefore, the Debtor will open all required Debtor-in-
Possession bank accounts and the Collateral Clearing Account by
July 26, 2011.

The amount of $430,133 advanced by Reliable for the purchase of
additional new motor vehicle inventory in the ordinary course of
business from July 6, 2011, to date will be recognized as an
administrative priority expense owing to Reliable, and the Debtor
will provide the appropriate replacement liens or collateral
guarantees as may be necessary to protect Reliable's interest in
said amount prior to the entry of the appropriate Court Order.

The Debtor also asks the Court for authorization to obtain
postpetition secured financing in connection with the increase by
Reliable of the credit line from $10,000,000 to $13,000,000.

Counsel for Reliable may be reached at:

         Patrick D. O'Neill, Esq.
         Charles P. Gilmore, Esq.
         O'NEILL & GILMORE, P.S.C.
         Suite 1701, Citibank Towers
         252 Ponce de Leon Avenue
         San Juan, PR 00918
         Tel: (787) 620-0670
         Fax: (787) 620-0671
         E-mail: pdo@go-law.com
                 cpg@go-law.com

                        About Autos Vega

Autos Vega, Inc., is a car dealership engaged in the sales of new
and used cars and trucks car parts, accessories and providing
vehicle repair and maintenance, based in San Juan, Puerto Rico.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 11-05773) on July 6, 2011.  The case has been
assigned to Judge Sara E. DeJesus Kellogg.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Antonio A. Arias-Larcada, Esq., and Yarilyn C. Perez-Colon, Esq.,
at McConnell Valdes LLC, in San Juan, Puerto Rico, serve as
counsel to the Debtor.  Luis R. Carrasquillo Ruiz, CPA, is the
Debtor's accountant.


AUTOS VEGA: Files Schedules of Assets & Liabilities
---------------------------------------------------
Autos Vega, Inc., filed with the U.S. Bankruptcy Court for the
District of Puerto Rico, its schedules of assets and liabilities,
disclosing:

  Name of Schedule               Assets              Liabilities
  ----------------              -------              -----------
A. Real Property                        $0
B. Personal Property           $22,959,296
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $13,640,998
E. Creditors Holding
   Unsecured Priority
   Claims                                             $1,657,742
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $18,925,582
                               -----------           -----------
      TOTAL                    $22,959,296           $34,224,323

                         About Autos Vega

Autos Vega, Inc., is a car dealer and automotive parts wholesaler
based in San Juan, Puerto Rico.  The Company filed for Chapter 11
bankruptcy protection (Bankr. D. P.R. Case No. 11-05773) on
July 6, 2011.  The case has been assigned to Judge Sara E. De
Jesus Kellogg.  The Debtor estimated its assets and debts at US$10
million to US$50 million.

Antonio A. Arias-Larcada, Esq., at McConnell Valdes LLC, in San
Juan, Puerto Rico -- aaa@mcvpr.com -- serves a counsel to the
Debtor.  Luis R. Carrasquillo Ruiz, CPA, is the Debtor's
accountant.


BANKERS LIFE: A.M. Best Upgrades FSR to 'B'; Outlook Stable
-----------------------------------------------------------
A.M. Best Co. has revised the outlook to negative from stable and
affirmed the financial strength rating (FSR) of B+ (Good) and
issuer credit ratings (ICR) of "bbb-" of Bankers Insurance Group
(Bankers) and its property/casualty members.

Concurrently, A.M. Best has upgraded the FSR to B (Fair) from B-
(Fair) and ICR to "bb" from "bb-" of Bankers Life Insurance
Company (Bankers Life).  The outlook for Bankers Life is stable.
All the above named companies are domiciled in St. Petersburg, FL.
(See below for a detailed listing of the property/casualty
members.)

The affirmation of the ratings for Bankers' reflects its adequate
risk-adjusted capitalization, as well as its longtime experience
in the Florida property marketplace.  In addition, the group
continues to actively manage its exposures in order to improve
geographic selectivity and implement rate increases to attempt to
improve underwriting profitability.  When coupled with investment
and fee based income, the group has posted modest pre-tax
operating profits in recent years.

These positive rating factors are somewhat offset by the
significant growth in Bankers' net exposure in recent years,
including its expansion into additional coastal states and its
increasing presence in Louisiana.  As a result, the group
continues to rely heavily on catastrophe reinsurance programs to
mitigate potential catastrophic weather related losses.  In
addition, despite efforts to control costs, the group continues to
maintain an underwriting expense ratio well above industry
composites.

The negative outlook reflects A.M. Best's concerns with the
unfavorable trends in Bankers' underwriting performance, as well
as its increased dependence on reinsurance due to recent and near-
term future growth initiatives, particularly in property exposure
in coastal catastrophe-prone states.

The rating upgrades for Bankers Life reflects the marked
improvement in its stand-alone risk-adjusted capitalization
principally due to a sizeable reinsurance agreement that
significantly reduced the company's asset and interest rate risks.
The rating actions also reflect Bankers Life's increasing levels
of capital and surplus, which is augmented by the company's
positive net operating performance and the improved performance of
its downsized fixed income portfolio.  Presently, this portfolio
is almost entirely investment grade and currently in a modest net
unrealized gain position.

Bankers Life had ceased writing new annuity business in March 2009
due to the extreme financial market dislocation and deterioration
that occurred at that time.  Concurrent with its reinsurance
activity, Bankers Life re-entered the fixed annuity market with
updated annuity products.  The company's near-term strategic plans
are to utilize a controlled annuity growth strategy marketing its
new fixed annuity products through field marketing organizations,
including an affiliate.  While A.M. Best generally looks favorably
at this business strategy, it believes Bankers Life could be
challenged to maintain adequate levels of risk-adjusted
capitalization as annuity products generally require more capital
to support policyholder obligations.  This challenge is heightened
since the company may have difficulty improving upon its
historical net operating performance given the expected statutory
expense strain associated with its expected new business
production, its lower asset base and the continuing challenges of
the persistent low interest rate environment.  To mitigate these
challenges, the company plans to utilize reinsurance to optimize
profitability and protect its modest capital levels.  In addition,
Bankers Life's new annuity products have surrender charge
protection and adjustable minimum guaranteed crediting rates.
Bankers Life's remaining fixed income portfolio is heavily
concentrated in structured securities with the majority in
residential mortgage-backed structured securities, which have some
exposure to the subprime and Alt-A residential mortgage markets.
These securities can be influenced by the general conditions of
the economy.

The FSR of B+ (Good) and ICR of "bbb-" have been affirmed for
Bankers Insurance Group and its following property/casualty
members:

--Bankers Insurance Company
--Bankers Specialty Insurance Company
--First Community Insurance Company


BANKERS INSURANCE: A.M. Best Affirms B+ FSR; Outlook Now Negative
-----------------------------------------------------------------
A.M. Best Co. has revised the outlook to negative from stable and
affirmed the financial strength rating (FSR) of B+ (Good) and
issuer credit ratings (ICR) of "bbb-" of Bankers Insurance Group
(Bankers) and its property/casualty members.

Concurrently, A.M. Best has upgraded the FSR to B (Fair) from B-
(Fair) and ICR to "bb" from "bb-" of Bankers Life Insurance
Company (Bankers Life).  The outlook for Bankers Life is stable.
All the above named companies are domiciled in St. Petersburg, FL.
(See below for a detailed listing of the property/casualty
members.)

The affirmation of the ratings for Bankers' reflects its adequate
risk-adjusted capitalization, as well as its longtime experience
in the Florida property marketplace.  In addition, the group
continues to actively manage its exposures in order to improve
geographic selectivity and implement rate increases to attempt to
improve underwriting profitability.  When coupled with investment
and fee based income, the group has posted modest pre-tax
operating profits in recent years.

These positive rating factors are somewhat offset by the
significant growth in Bankers' net exposure in recent years,
including its expansion into additional coastal states and its
increasing presence in Louisiana.  As a result, the group
continues to rely heavily on catastrophe reinsurance programs to
mitigate potential catastrophic weather related losses.  In
addition, despite efforts to control costs, the group continues to
maintain an underwriting expense ratio well above industry
composites.

The negative outlook reflects A.M. Best's concerns with the
unfavorable trends in Bankers' underwriting performance, as well
as its increased dependence on reinsurance due to recent and near-
term future growth initiatives, particularly in property exposure
in coastal catastrophe-prone states.

The rating upgrades for Bankers Life reflects the marked
improvement in its stand-alone risk-adjusted capitalization
principally due to a sizeable reinsurance agreement that
significantly reduced the company's asset and interest rate risks.
The rating actions also reflect Bankers Life's increasing levels
of capital and surplus, which is augmented by the company's
positive net operating performance and the improved performance of
its downsized fixed income portfolio.  Presently, this portfolio
is almost entirely investment grade and currently in a modest net
unrealized gain position.

Bankers Life had ceased writing new annuity business in March 2009
due to the extreme financial market dislocation and deterioration
that occurred at that time.  Concurrent with its reinsurance
activity, Bankers Life re-entered the fixed annuity market with
updated annuity products.  The company's near-term strategic plans
are to utilize a controlled annuity growth strategy marketing its
new fixed annuity products through field marketing organizations,
including an affiliate.  While A.M. Best generally looks favorably
at this business strategy, it believes Bankers Life could be
challenged to maintain adequate levels of risk-adjusted
capitalization as annuity products generally require more capital
to support policyholder obligations.  This challenge is heightened
since the company may have difficulty improving upon its
historical net operating performance given the expected statutory
expense strain associated with its expected new business
production, its lower asset base and the continuing challenges of
the persistent low interest rate environment.  To mitigate these
challenges, the company plans to utilize reinsurance to optimize
profitability and protect its modest capital levels.  In addition,
Bankers Life's new annuity products have surrender charge
protection and adjustable minimum guaranteed crediting rates.
Bankers Life's remaining fixed income portfolio is heavily
concentrated in structured securities with the majority in
residential mortgage-backed structured securities, which have some
exposure to the subprime and Alt-A residential mortgage markets.
These securities can be influenced by the general conditions of
the economy.

The FSR of B+ (Good) and ICR of "bbb-" have been affirmed for
Bankers Insurance Group and its following property/casualty
members:

--Bankers Insurance Company
--Bankers Specialty Insurance Company
--First Community Insurance Company


BANKMERIDIAN, N.A.: Closed; SCBT N.A. Assumes All Deposits
----------------------------------------------------------
BankMeridian, N.A., of Columbia, S.C., was closed Friday, July 29,
by the Office of the Comptroller of the Currency, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with SCBT, National Association, of Orangeburg, S.C., to
assume all of the deposits of BankMeridian, N.A.

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

As of March 31, 2011, BankMeridian, N.A., had around
$239.8 million in total assets and $215.5 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, SCBT, National Association, agreed to purchase
essentially all of the assets.

The FDIC and SCBT, National Association entered into a loss-share
transaction on $179.0 million of BankMeridian, N.A.'s assets.
SCBT, National Association, will share in the losses on the asset
pools covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

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

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-883-4390.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $65.4 million.  Compared to other alternatives, SCBT,
National Association's acquisition was the least costly resolution
for the FDIC's DIF.  BankMeridian, N.A. is the 60th FDIC-insured
institution to fail in the nation this year, and the third in
South Carolina.  The last FDIC-insured institution closed in the
state was Atlantic Bank and Trust, Charleston, on June 3, 2011.


BANNING LEWIS: Wants to Continue Use of KeyBank Cash Collateral
---------------------------------------------------------------
Banning Lewis Ranch Development I & II, LLC (Devco) asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
continue the use cash collateral for the payment of expenses
critical to the current operation of its business and the
administration of its estate.  KeyBank National Association has
also consented to Devco's use of Cash Collateral to fund
administrative expenses incurred by Devco.

The Debtors further seek an order deeming KeyBank adequately
protected for Devco's use of Cash Collateral, the Debtors propose
granting replacement liens in Devco's assets as they are
replenished, and the Debtors propose making payments to KeyBank,
to the extent practicable and permitted by the Court.

The proposed interim order submitted by the Debtor contains these
salient provisions:

     1. Terms of Use - Devco is authorized to continue to use
        Cash Collateral through July 31, 2011.  Devco's use of
        Cash Collateral cannot exceed the monthly amounts set
        forth in the Cash Collateral Budget except as may be
        provided in the Order.

     2. Adeguate Protection - Granting KeyBank replacement liens
        up to the amount of the Collateral Diminution in value of
        Cash Collateral in any other assets that are purchased or
        earned after the Petition Date.  "Collateral Diminution"
        will mean an amount equal to the aggregate diminution of
        the value of the Cash Collateral, from and after the
        Petition Date for any reason, including depreciation,
        sale, loss or use of the Cash Collateral.

On June 28, 2011, the Debtors held an auction for the sale of
their assets and KeyBank was determined to be the winning bidder.

Devco's need to use Cash Collateral during the course of this case
is most compelling.  Without the immediate use of cash collateral,
Devco will be unable to pay the expenses associated with securing
and maintaining the Property or fund the wind down of its
bankruptcy case.  Thus, Devco's business operations and sole asset
will be severely disrupted; importantly, Key Bank's collateral
could be severely diminished absent lack of security and
maintenance.

Without immediate access to Cash Collateral, Devco's ability to
maintain the Property will be crippled, which will cause immediate
and irreparable harm.

The Debtor is represented by:

     Kevin S. Mann, Esq.
     CROSS & SIMON, LLC
     913 N. Market Street, 11th Floor
     Wilmington, DE 19899-13 80
     Tel: (302) 777-4200
     Fax: (302) 777-4224
     E-mail: kmann@crosslaw.com

                         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.


BERNARD L MADOFF: Judge Scraps Trustee's $9-Bil. HSBC Suit
----------------------------------------------------------
As widely reported, Irving H. Picard, the trustee overseeing the
liquidation of Bernard L. Madoff's investment firm, suffered
defeat Thursday when U.S. District Judge Jed S. Rakoff dismissed
common law claims making up the bulk of his nearly $9 billion
lawsuit against HSBC Holdings PLC.

Chad Bray, writing for Dow Jones Newswires, reports that U.S.
Judge Rakoff said in a ruling that the trustee doesn't have the
legal right to some claims amounting to about $8.6 billion in
damages against HSBC Holdings PLC and a group of so-called feeder
funds.  However, Mr. Picard can continue to seek other claims
against those groups under federal bankruptcy law, which amount to
about $2 billion.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed Rakoff wrote a 26-page
opinion dismissing what he said were $6.6 billion of common law
claims for unjust enrichment, aiding and abetting fraud, and
aiding and abetting breach of fiduciary duty.  Judge Rakoff
previously ruled it was proper for a district court to make
threshold decisions on whether the trustee has standing, or the
right to sue based on the common-law claims.

Judge Rakoff, Mr. Rochelle notes, opened his opinion July 28 by
stating the familiar rule that bankruptcy trustees don't have the
right "to assert claims against third parties on behalf of the
estate's creditors."  Judge Rakoff dismissed all of the trustee's
arguments contending that a brokerage's trustee has greater power
to sue based on claims typically belonging to individual
creditors.

Mr. Rochelle also discloses that the opinion rejected the
trustee's "convoluted theories."  Of one, Judge Rakoff said, "To
say this argument is a stretch would be to give it more credence
than it deserves."  The trustee had argued that the Securities
Investor Protection Act allows him to take over customers' claims
that he paid.  Judge Rakoff rejected the argument, saying the
trustee "cannot recover as subrogee until the customers are made
whole."

Judge Rakoff, according to the Bloomberg report, also dismissed
the common-law claims based on what's known as the in pari delicto
defense.  The doctrine means that when a company commits fraud,
the company's bankruptcy trustee can't sue third parties for
aiding and abetting the fraud unless the company officers who
committed the fraud totally abandoned the company's interests.
The defense, which had been moribund, was recently rejuvenated by
state and federal courts in New York.

                      About Bernard L. Madoff

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

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

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

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

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

As of July 15, 2011, a total of $6.88 billion in claims by
investors has been allowed, with $794.9 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BERNARD L MADOFF: Trustee Strikes $1-Bil. Deal With Tremont
-----------------------------------------------------------
Irving H. Picard, the Trustee for the SIPA liquidation of Bernard
L. Madoff Investment Securities LLC that he has reached a
settlement with more than a dozen domestic and foreign investment
funds, their affiliates and a former chief executive associated
with Rye, New York-based Tremont Group Holdings, Inc., the multi-
billion-dollar money management company and operator of the
second-largest Madoff "feeder fund" group, the Rye Select and
Tremont families of funds.

The settlement also includes three co-defendants named in the
suit, filed on December 7, 2010: Oppenheimer Acquisition Corp., an
affiliate of the Oppenheimer family of mutual funds which acquired
Tremont Group in 2001, and Oppenheimer's parent corporations,
MassMutual Holding LLC and the Massachusetts Mutual Life Insurance
Company.

As part of the settlement agreement, the Defendants will deliver
cash payments into escrow totaling more than $1 billion, which
will ultimately be placed into the Customer Fund and distributed,
pro rata, to BLMIS customers with allowed claims.  The payments,
combined with the approximately $2.6 billion already in the
Customer Fund and the $5 billion settlement with the Picower
estate (currently under appeal) brings the Trustee's recoveries to
more than $8.6 billion, or nearly 50 percent of the approximately
$17.3 billion in principal that was lost in the Ponzi scheme by
customers who filed claims.

According to the complaint, the Tremont Group and related entities
were aware -- through warnings in both internal communications and
publicly available information -- that BLMIS could be a fraud.
"We believe this settlement -- coupled with the Trustee's recent
settlements with the Fairfield Sentry, Greenwich Sentry and
Greenwich Sentry Partners feeder funds -- sends a strong message
that the financial community cannot deliberately ignore indicia of
fraud," said David J. Sheehan, a partner at Baker & Hostetler LLP,
the court-appointed counsel for the Trustee.

In the settlement agreement, both sides state their desire to
avoid the risk, expense and delay associated with litigation.
"While the Trustee believes that he would prevail at trial in
recovering preferential transfers, fictitious profits and
fraudulent transfers from BLMIS to the Rye Select Funds and the
other Defendants settling with the Trustee, he also recognizes the
benefits of avoiding protracted litigation," said Marc D. Powers,
a partner at Baker & Hostetler LLP.  "We believe this settlement
is in the best interests of the BLMIS customers with allowed
claims."

Upon the release of the settlement payments from escrow, the
Trustee will allow customer claims related to the Rye Select and
Tremont funds against the BLMIS estate of more than $3 billion,
with four of the funds each receiving $500,000 in SIPC advances --
a total of $2 million -- which will be available for distribution
to these feeder fund investors.  "We have structured this
settlement with the view that any future pro-rata distributions to
Rye Select and Tremont funds will flow through to the investors
and not the funds' management," said Thomas L. Long, counsel to
Baker & Hostetler LLP.

A motion for approval of the settlement will be filed with the
United States Bankruptcy Court for the Southern District of New
York.  The Bankruptcy Court hearing for approval of the settlement
motion is scheduled for September 13, 2011 at 10:00 a.m.

In addition to Messrs. Sheehan, Powers, and Long, the Trustee
acknowledges the contributions of the Baker & Hostetler attorneys
who worked on the matter: Eric Fish, Dean Hunt, Marie Carlisle,
Geraldine Ponto, Mark Kornfeld, and Marc Hirschfield.

                           *     *     *

Chad Bray, writing for Dow Jones Newswires, reports that David J.
Sheehan, Esq., lawyer for Mr. Picard, said on Wednesday that the
settlement, along with other recent settlements, "sends a strong
message that the financial community cannot deliberately ignore
indicia of fraud."

"Tremont is pleased to have negotiated an agreement with the
trustee that gives investors in our funds the potential to recover
a substantial portion of their losses incurred as a result of
Madoff's fraud," said Montieth Illingworth, Esq., a spokesman for
Tremont, according to the Dow Jones report.

                      About Bernard L. Madoff

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

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

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

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

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

As of July 15, 2011, a total of $6.88 billion in claims by
investors has been allowed, with $794.9 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BERNARD L MADOFF: Suits vs. Customers Could Stay in Bankr. Court
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed S. Rakoff heard oral argument
July 28 where a customer named Greiff sought to remove from the
bankruptcy court the lawsuit filed by Irving H. Picard, the
trustee overseeing the liquidation of Bernard L. Madoff's
investment firm, seeking to recover fictitious profits the
customer took out of his account before the fraud surfaced.

Mr. Rochelle notes that where Judge Rakoff was quick to jerk other
lawsuits out of bankruptcy court, on the Greiff suit he had
reservations.  Given that the lawsuit on its face seeks to recover
fraudulent transfers that are ordinary bankruptcy claims, Judge
Rakoff pressed Greiff's lawyer to explain the non-bankruptcy
claims that warranted removal from bankruptcy court.  Judge Rakoff
noted that the customer suit had no common-law claims like the
HSBC case, where the trustee didn't have the right to sue.  He
said the customer dispute was unlike the suit against Mets owner
Fred Wilpon because there are no allegations the customer was
blind to fraud.

According to the report, Greiff's lawyer said there are almost
1,000 other suits against customers that likewise should be taken
away from the bankruptcy judge because the trustee is asserting a
novel theory of recovery.  Judge Rakoff said that taking an
unusual position on bankruptcy law isn't a basis for withdrawing a
suit from bankruptcy court.

Greiff's lawyer argued that the suit should be in bankruptcy court
because the trustee incorrectly calculates claims.  Judge Rakoff
said there would be no purpose in withdrawing the case on that
issue because the question is already before the U.S. Court of
Appeals.

Judge Rakoff said he would decide the Greiff motion by Sept. 15.
The judge said he has two other Madoff rulings to make before
then, including the Wilpon suit.

The withdrawal motion argued July 28 is Picard v. Greiff, 11-
03775, U.S. District Court, Southern District of New York
(Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

As of July 15, 2011, a total of $6.88 billion in claims by
investors has been allowed, with $794.9 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BHI EXCHANGE: S&P Assigns Preliminary 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary 'B'
corporate credit rating to U.S. quick-service restaurant operator
and franchisor BHI Exchange Inc. (BHI). The outlook is stable.

"At the same time, we assigned our preliminary 'B' issue-level
rating to the company's first-lien secured credit facility, which
consists of a $190 million six-year term loan and a $25 million
five-year revolving credit facility. The facility is co-issued by
its subsidiary Bojangles' Restaurants Inc. The preliminary
recovery rating is '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default. Private-equity firm Advent International intends to use
the proceeds from the term loan, along with preferred equity
contribution, to acquire BHI," S&P related.

"The preliminary ratings reflect our assumption that the credit
metrics will remain in line with the ratings in the near term,"
said Standard & Poor's credit analyst Andy Sookram, "as our
performance expectations and debt reduction with excess cash flows
will negate incremental payment-in-kind (PIK) preferred stock that
we treat as debt." "We consider BHI to have a highly leveraged
financial risk profile based on its high debt and the resulting
thin cash flow coverage. We view the company's business risk
profile as weak because of intense competition in the quick-
service restaurant sector, significant geographic concentration in
North Carolina and South Carolina, and exposure to volatile
commodity costs."


BIG WHALE: To Seek Confirmation of Plan on Sept. 7
--------------------------------------------------
Judge James E. Shapiro of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin approved The Big Whale, LLC's
disclosure statement on July 20, 2011.

The hearing on Confirmation of the Plan to be filed on or before
July 29, 2011 is scheduled for Sept. 7, 2011, at 9:00 a.m.  Any
Objections to Confirmation must be filed with the Court on or
before Sept. 1.

The U.S. Trustee and Wells Fargo Bank, N.A., as indenture trustee
for American Home Mortgage Investment Trust 2004-2, complained
that disclosure statement did not contain adequate information.

The U.S. Trustee asserted that the disclosure statement did not
provide a legal basis for the Debtor's intent to pay Linder LLC's
debts and does not address whether Steve and Deb Linder have
personally guaranteed any of the debts in this case.

The Indenture Trustee contended that the Plan does not comply with
provisions of Chapter 11 in that:

  -- The Plan proposes to pay the Debtor's outstanding debt as of
     the petition date at 4.0% interest over 30 years.  The
     current interest rate on the loan is 6.75%.  American Home
     proposes interest at 5.5%.

  -- Payments are due on the 1st day of each month and American
     Home cannot accept a plan that changes the payment due date.

  -- The amount of the outstanding debt (and therefore the amount
     of American Home's secured claim) should be determined as of
     the Plan's effective date.

American Home, which holds a secured interest in the real estate
located at 2335 N 65th St, in Wauwatosa, Wisconsin, has not
accepted the Plan.

                       About The Big Whale

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

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


BLACK DIAMOND ENERGY: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Black Diamond Energy, Inc.
        410 Mount Nebo
        Sewickley, PA 15143

Bankruptcy Case No.: 11-24732

Chapter 11 Petition Date: July 27, 2011

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Thomas P. Agresti

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

Estimated Assets: $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/pawb11-24732.pdf

The petition was signed by Eric D. Koval, president.


BONNELL COURT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bonnell Court, LLC
        9943 E. Bell Rd
        Scottsdale, AZ 85260

Bankruptcy Case No.: 11-21403

Chapter 11 Petition Date: July 27, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 270-5073
                  E-mail: blake.gunn@gunnbankruptcyfirm.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/azb11-21403.pdf

The petition was signed by Richard Adams, member/manager.


BSRP LLC: Moody's Upgrades Senior Secured Rating to 'B1'
--------------------------------------------------------
Moody's Investors Service has upgraded BRSP, LLC's (BRSP) senior
secured rating to B1 from B2 concluding its review for upgrade.
The rating outlook is stable.

RATINGS RATIONALE

The upgrade reflects the completion of the sale of BRSP from CIT
Group, Inc. (CIT) to Calpine Corporation (Calpine: B1 CFR, stable
outlook) through its wholly owned, indirect subsidiary, Calpine
BRSP on December 8, 2010. The acquisition eliminated BRSP LLC's
exposure to CIT, as Calpine BRSP also acquired 100% of CIT's
interests in the owner lessors of the underlying projects that
issued the lessor notes that secure BRSP's debt. Affiliates of
Calpine already leased the projects from the owner lessors, and
unconditionally guaranteed their lease payments.

Calpine is now the sole owner of BRSP, and remains the source of
all the cash flow available for BRSP's debt. Therefore, the rating
for BRSP has been revised to be the same rating that is assigned
to Calpine's senior secured obligations. Although collateral for
the BRSP lenders continues to be limited to the Broad River and
South Point projects (as opposed to all of the assets of Calpine),
the collateral package for the Broad River project also includes a
tolling agreement with an A3 rated utility counterparty.

Outlook

The stable outlook reflects the stable outlook on Calpine
Corporation.

What Could Change the Rating - Up

The rating would likely be upgraded if Calpine's senior secured
rating were to be upgraded.

What Could Change the Rating - Down

The rating would likely be downgraded if Calpine's senior secured
rating were to be downgraded.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

BRSP is a single purpose entity that was created to finance the
acquisition of certain lessor notes that were issued in
conjunction with a sale-leaseback transaction involving two
natural gas power generation projects. The Broad River project is
located in South Carolina while the South Point merchant
generating facility is located in Mojave Valley, Arizona. BSRP is
an indirect wholly owned subsidiary of Calpine.


CABI SMA: Has Until Oct. 24 to Solicit Reorganization Plan Votes
----------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida extended until Oct. 24, 2011, Cabi SMA Tower
I, LLLP's exclusive period for solicitation of votes for the First
Amended Plan of Reorganization as of April 27.

The Debtor related that the extension is intended to allow the
Debtor to finalize the plan process.

As reported in the May 9, 2011 edition of the Troubled Company
Reporter, the Plan provides for a restructuring of the Debtor's
financial obligations.  The Debtor says the proposed restructuring
will provide it with the necessary liquidity to compete
effectively in today's business environment.

The Plan is premised upon the funding of (i) up to $7 million on
the Effective Date in order to consummate the Plan and (ii)
shortfalls, if any, by the Reorganized Debtor.  The Plan Investors
will make the Equity Contribution via a newly formed limited
liability company, Teca Group Investments LLC

A full-text copy of the April 27 Disclosure Statement is available
at http://bankrupt.com/misc/CABISMA_DS.pdf

                    Competing Plan in the Works

Creditor Brickell Central, LLC, has asked the Court to grant
relief from the automatic stay, or in the alternative, terminate
the Debtor's exclusivity.

Brickell is owed in excess of $29 million on account of
outstanding obligations under the first lien debt, secured by a
first mortgage lien on the real property owned by the Debtor.

According to Brickell, the Debtor has made no progress towards the
formulation of a plan that would be acceptable to Brickell, and
any attempt to confirm a plan over Brickell's rejection would be
futile, value-wasting exercise.

                      About Cabi SMA Tower I

Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.


CABLEVISION SYSTEMS: Fitch Affirms 'BB-' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' Issuer Default Rating (IDR)
assigned to Cablevision Systems Corporation and its wholly owned
subsidiary CSC Holdings LLC. In addition, Fitch has affirmed the
companies' various issue ratings as outlined below. The Rating
Outlook is Stable. As of March 31, 2011 CVC had approximately
$13.1 billion of debt outstanding on a consolidated basis.

Fitch believes that CVC has financial flexibility and capacity
within the current ratings category to accommodate a more
aggressive capital allocation strategy as management's focus, in
large part has turned to enhancing shareholder returns. This
strategy is not atypical of many large U.S. based cable multiple
system operators. CVC returned approximately $272 million of
capital to its shareholders during the first quarter of 2011,
representing 93% of cash flow before dividends.

From Fitch's perspective, the focus on shareholder returns will
continue during the ratings horizon as CVC is well positioned to
continue generating material amounts of free cash flow (after
consideration of the AMC Network spin-off) and the company is
currently operating within a reasonable range of management's
leverage target of between 4 times (x) and 5x (leverage as of the
last 12 months ended March 31, 2011 was 5.0x - 5.1x pro forma for
the effect of the AMC Network spin-off). Approximately $449
million of share repurchase capacity remains under the $500
million share repurchase authorization put in place during the
first quarter of 2011. Free cash flow generation (defined as cash
flow from operations less capital expenditures and dividends)
amounted to approximately $756 million during the LTM period ended
March 31, 2011.

After considering the spin-off of AMC Networks, Inc. Fitch expects
that CVC's free cash flow generation during 2011 will range
between 9% and 9.5% of pro forma revenues and exceed 12% of
revenues by year-end 2013. In Fitch's opinion the anticipated free
cash flow generation positions the company to return capital to
shareholders while addressing scheduled amortization from CSCH's
credit facility and maintaining its leverage target.

In Fitch's estimation the spin-off of AMC Networks, Inc. completed
on June 30, 2011 will not have a material affect on CVC's
operating or credit profile. CVC's leverage, pro forma for the
spin-off increases modestly to 5.1x versus 5.0x on a consolidated
basis as of the LTM period ended March 31, 2011. Going forward
Fitch expects CVC leverage metrics will continue to improve during
the remainder of 2011 and finish the year with leverage
approaching 4.5x and improving to 4.2x by year end 2012.

The assets and businesses contributed to AMC Networks, Inc.
included four national cable networks. During 2010 CVC's
programming segment accounted for approximately 15% of
consolidated revenues and 16% of EBITDA. More meaningful, the
programming business generated nearly $249 million of free cash
flow, representing approximately 30% of CVC's free cash flow
before dividends.

Fitch considers CVC's liquidity position and overall financial
flexibility to be strong. The company's liquidity position is
supported by cash on hand and available borrowing capacity from
CSCH's $1.4 billion revolver. Approximately $1.2 billion of the
company's revolver commitment is due to expire March 2015. As of
March 31, 2011, approximately $335 of borrowing capacity remained
on CSCH's revolver. However, Fitch expects the borrowing capacity
under CSCH's revolver will be refreshed in conjunction with the
completion of the AMC Network spin-off. Adjusting for the AMC
Network spin-off, Fitch estimates that approximately $612 of
maturities remain during 2011 and scheduled maturities total
approximately $880 million and $900 million during 2012 and 2013
respectively.

Overall Fitch's affirmation of CVC's ratings incorporates the
solid operating profile and competitive strength of CVC's core
cable business. In Fitch's opinion the operating profile of CVC's
cable segment is an industry leader and has proven to be resilient
to persistent competitive pressures and weak housing and
employment markets. CVC's cable business consistently produces
industry leading service penetration levels, average revenue per
unit (ARPU), ARPU growth rates, and operating margins in an
increasingly competitive operating environment.

Outside of the company adopting a more aggressive financial or
acquisition strategy which is expected to remain a key rating
consideration, the weakening of CVC's competitive position
presents the greatest concern within the company's credit profile.
The competitive pressure associated with the service overlap among
the different telecommunications service providers, while intense,
is not expected to materially change during the ratings horizon.
Innovative service offerings such as the company's deployment of a
WI-FI broadband wireless network, the introduction of a remote
storage digital video recorder service, and the emergence of video
over IP applications enhance the company's competitive position.
These factors have translated into sustainable strong operating
performance and free cash flow growth.

The Stable Outlook reflects Fitch's expectation that the company's
operating profile will remain relatively consistent during the
near term recognizing competitive pressures and weak economic
conditions. Additionally, the ratings recognize that ARPU, revenue
and EBITDA growth rates will slow relative to historical growth
rates. Further, the Stable Outlook considers the company
accommodating non-core acquisitions, and investments in a credit
neutral manner and the absence of other leveraging transactions.

Key considerations that can lead to positive rating actions
include further strengthening of the company's credit profile and
reduction of leverage to levels approaching 4x while demonstrating
that it's operating profile will not materially decline in the
face of competition and the poor housing and employment
environment.

Negative ratings actions would likely coincide with the company's
decision to leverage the company greater than 6x to repurchase
shares, fund a large dividend or fund a non-core investment or
acquisition. In addition a weakening of the company's operating
profile as evidenced by sustained operating margin compression,
accelerating basic subscriber losses and service ARPU erosion
would also likely lead to negative rating action.

Fitch has affirmed these ratings with a Stable Outlook:

Cablevision Systems Corporation

   -- IDR at 'BB-';

   -- Senior Unsecured Debt at 'B-'.

CSC Holdings LLC

   -- IDR at 'BB-';

   -- Senior Secured Credit Facility at 'BB+';

   -- Senior Unsecured Debt at 'BB'.


CAPISTRANO TERRACE: Owes City for Shutting Down Home Park
---------------------------------------------------------
Brittany Levine at the Orange County Register reports that
Capistrano Terrace Ltd. owes the city of San Juan Capistrano,
California, about $16,000 in fees related to proceedings for
shutting down Capistrano Terrace Mobile Home Park, so the city is
suspending its work on the process.

According to the report, the city requires a mobile-home park
owner and its residents to participate in a closure process
mediated by city staff before the owner can close the park.  The
owner also has to pay for a relocation report, and if it's
certified by the city, the owner must cover relocation costs for
tenants.

If the bankruptcy court orders the park to be closed, the owner
may not have to pay relocation costs, the report notes.  Ray
Poulter, general partner of Capistrano Terrace Ltd., said because
of the bankruptcy filing this month, the park owner can't pay any
money to the city.  San Juan Capistrano is listed as one of the
park's top 20 creditors on its bankruptcy filing with a debt at
the time of the filing of $7,500 for an administrative fee.

Capistrano Terrace Ltd. filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 11-19767) on July 12, 2011.  D. Edward Hays, Esq.,
at Marshack Hays LLP, in Irvine, California, serves as counsel to
the Debtor.  The Debtor estimated assets of $1 million to
$10 million and debts of up to $50 million.


CAPITOL BANCORP: Board Adopts Tax Benefits Preservation Plan
------------------------------------------------------------
Capitol Bancorp Limited's board of directors has adopted a plan to
preserve substantial tax assets.  The Tax Benefits Preservation
Plan is similar to plans adopted by other public companies with
significant tax attributes and the purpose of such a plan is to
protect Capitol's ability to carry forward its net operating
losses and certain other tax attributes.

Capitol's tax attributes include net operating losses that it
could utilize in certain circumstances to offset taxable income
and reduce its federal income tax liability.

Capitol's ability to use its tax attributes would be substantially
limited if there were an "ownership change" as defined under
Section 382 of the Internal Revenue Code and related Internal
Revenue Service pronouncements.  In general, an ownership change
would occur if Capitol's "5-percent shareholders," as defined
under Section 382, collectively increase their ownership in
Capitol by more than 50 percentage points over a rolling three-
year period.  Five-percent shareholders generally do not include
certain institutional holders, such as mutual fund companies, that
hold Capitol's equity securities on behalf of several individual
mutual funds where no single fund owns 5 percent or more of
Capitol's equity securities.

As part of the Plan, Capitol's board of directors declared a
dividend of one preferred share purchase right for each
outstanding share of its common stock.  The Rights will be
distributable to shareholders of record as of Aug. 1, 2011, as
well as to holders of common stock issued after that date, but
would only be activated if triggered under the Plan.

"We have adopted this Plan to safeguard valuable tax attributes
and protect shareholder value," said Joseph D. Reid, Chairman and
Chief Executive Officer of Capitol.  "We believe the Tax Benefit
Preservation Plan will reduce the likelihood of an unintended
'ownership change' of the Corporation."

The Plan is designed to reduce the likelihood that Capitol will
experience an ownership change by discouraging any person from
becoming a 5-percent shareholder.  There is no guarantee, however,
that the Plan will prevent Capitol from experiencing an ownership
change.

Capitol's board of directors has the discretion under certain
circumstances to exempt acquisitions of company securities from
the provisions of the Plan.  The Plan may be terminated by the
board at any time prior to the Rights being triggered.

The issuance of the Rights will not affect Capitol's reported per
share results and is not taxable to Capitol or its shareholders.

A full-text copy of the Tax Benefits Preservation Plan is
available for free at http://is.gd/5yFxcK

                    About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

The Company reported a net loss of $254.36 million on
$163.69 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $264.54 million on
$197.78 million of total interest income during the prior year.

The Company's balance sheet at March 31, 2011, showed
$3.19 billion in total assets, $3.23 billion in total liabilities,
and a $38.98 million total deficit.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.


CAPITALSOURCE INC: S&P Affirms 'B+' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
CapitalSource Inc., including its 'B+' long-term counterparty
credit rating. "At the same time, we revised the outlook to stable
from negative," S&P related.

"The revision of our outlook to stable reflects material
improvement in liquidity at CapitalSource's parent company over
the past year," said Standard & Poor's credit analyst Rian
Pressman. It also reflects the stabilization of the parent
company's financial performance and a substantial reduction in
debt.

The performance of CapitalSource's parent company, where close to
$1 billion of recourse debt resides, drives the rating.
"CapitalSource Bank is a longer-term positive, one that we expect
to more fully support the consolidated rating once the parent
company's problem assets are substantially liquidated," S&P
stated.

Parent company liquidity has improved materially over the past
year, providing an adequate cash cushion to repay maturing debt
and fund ongoing operating expenses. At March 31, 2011, parent
company cash totaled $723 million. (It exceeded $1 billion in
April 2011 -- the company repaid $281 million of convertible
securities in July 2011.) In addition, the parent company holds
about $850 million of loans outside of term securitizations. Cash
associated with the repayment of these loans will be additive to
parent company liquidity.

"The stable outlook reflects our expectation that financial
performance at the parent company has stabilized, with declining
problem assets and near break-even core profitability for the
remainder of 2011. It also reflects our expectation that parent
company liquidity will remain adequate, despite management's
stated intention of making prudent use of excess capital in a way
that benefits shareholders. We may raise the rating if the parent
company's problem assets are substantially liquidated, which would
shift our analytic emphasis to CapitalSource Bank. We may lower
the rating if parent company cash declines to less than $350
million before July 2012, which, in our view, would jeopardize the
timely repayment of $250 million of convertible securities that
are eligible to be put back to the company beginning in July
2012," S&P related.


CARESTREAM HEALTH: Bank Debt Trades at 7% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Carestream Health,
Inc., is a borrower traded in the secondary market at 93.33 cents-
on-the-dollar during the week ended Friday, July 29, 2011, a drop
of 0.38 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 22, 2017, and
carries Moody's 'B1' rating and Standard & Poor's 'BB-' rating.
The loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Carestream Health

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

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

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

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

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


CARIBBEAN PETROLEUM: Settles Interstate PR-22 Dispute
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement and release agreement dated May 17, 2011, among
Caribbean Petroleum Corporation and its debtor affiliates, Puma
Energy Caribe, LLC, Puerto Nuevo Development Corp., Jupiter
Property Management, LLC, and Jupiter Property Management, Inc.

The settlement will resolve the disputes related to the ownership
of a strip of approximately six acres of land located on the south
side of Interstate PR-22 in Puerto Rico and the claims related to
the subject property.

The consideration to be paid by Puma to Puerto Nuevo under the
agreement and release of claims related to the subject property is
fair, equitable, and reasonable.

In an effort to avoid the substantial risk, expense, and burden of
further and additional disputes and ongoing litigation in Puerto
Rico, with respect to the subject property, the Debtors, Puma and
Puerto Nuevo engaged in extensive, good faith negotiations to
settle, resolve and terminate any and all disputes and obligations
arising from, related to the subject property and the claims
related thereto.

The key terms of the agreement includes:

   -- On the effective date, (a) any interest or claim of Puerto
   Nuevo in the subject property will be deemed irrevocably waived
   and released to the Debtors; and (b) any interest or claims
   that Puerto Nuevo may have in the subject property will be
   deemed automatically and irrevocably transferred to the Debtors
   without the need to execute any other document.

   -- On the effective date, (a) any interest of the Debtors in
   funds held in escrow in connection with the pending actions
   will be deemed waived and released to Puerto Nuevo; and (b) any
   interest or claim that the Debtors may have in such funds will
   be deemed automatically transferred to Puerto Nuevo without the
   need to execute any other document.  The subject property will
   then be transferred to Puma as an acquired asset pursuant to
   the asset purchase agreement for no further consideration.  The
   parties to the agreement have further agreed to take all
   actions necessary to further document and formalize the waiver
   and transfer.

   -- In exchange for the waiver and transfer of the subject
   property, Purto Nuevo will receive: (a) payment of $300,000 in
   immediately available funds from Puma on the effective date; or
   (b) receipt and transfer of the specified escrowed funds; and
   (c) the release specifically set fort in the agreement.

   -- The effective date of the agreement will be the date on
   which the cash payment to be made by Puma is received by Puerto
   Nuevo.

   -- Within 10 days of the effective date, Puerto Nuevo and the
   Debtors will execute and file the appropriate court papers
   dismissing with prejudice the pending actions, and such
   dismissal will direct that, as between the parties, all
   escrowed funds that are to be released at any time thereafter
   will be paid to Puerto Nuevo.

   -- on the effective date, any and all proofs of claim, requests
   for payment of administrative expenses, and claims of any other
   kinds or priority filed otherwise held by Purto Nuevo relating
   to the subject property will be deemed released, dismissed and
   otherwise expunged.

               About Caribbean Petroleum Corporation

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., Peter Friedman,
Esq., and Zachary H. Smith, Esq, of Cadwalader, Wickersham & Taft
LLP, in New York, serve as lead counsel to the Debtors.  Mark D.
Collins, Esq., and Jason M. Madron, Esq., of Richards, Layton &
Finger, P.A., in Wilmington, Delaware, serve as local counsel.
The Debtors' financial advisor is FTI Consulting Inc.  The
Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent to the Debtors.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network, which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.

This is Caribbean Petroleum's second stint in Chapter 11.

Fourth Amended Joint Plan of Liquidation for
Caribbean Petroleum Corp. and its debtor affiliates effective on
June 3, 2011.


CAROLINA PARK: Dist. Court Dismisses Republic-Charleston Suit
-------------------------------------------------------------
Republic-Charleston, LLC, v. MDC of Charleston, Benedict T.
Marino, and John Chalsty, Civil No. 2:10-CV-1689 (D. S.C. June 30,
2010) seeks (1) a declaratory judgment that the defendants
consented to, or waived the right to object to, the plaintiff's
filing of a bankruptcy petition on behalf of Carolina Park
Associates, and (2) injunctive relief in the form of a court order
directing MDC of Charleston to take whatever steps necessary to
authorize the filing of a bankruptcy petition on behalf of CPA.
The Plaintiff said its sole purpose in initiating the action was
to be able to take CPA through the Chapter 11 bankruptcy process
after stopping the foreclosure sale of CPA's primary asset,
scheduled for July 13, 2010.  The Plaintiff was ultimately
unsuccessful in its efforts to file the bankruptcy petition, and
CPA's land was sold on July 13, 2010.

On Oct. 4, 2010, the Plaintiff asked the District Court to grant a
voluntary dismissal without prejudice pursuant to F.R.C.P. Rule
41(a)(2).  The Plaintiff claims that both of its causes of action
are now moot because the land owned by CPA, which serves as the
Debtor's primary asset, has been sold and the plaintiff can no
longer obtain the relief sought in its complaint.  The Plaintiff
and another party have filed an action in state court against the
defendants and other parties.  The Plaintiff asserts that the
pending state litigation does not state the same claims as are
pending in the District Court action and involves additional
parties other than the current plaintiff and defendants.

The Defendants oppose a dismissal without prejudice, arguing that
they will suffer legal prejudice if the Plaintiff's motion is
granted.  In the alternative, if the Court grants the Plaintiff's
motion, the Defendants request that the Court condition the
dismissal on the Plaintiff's compliance with the Defendants'
subpoenas.

In his July 27, 2011 order and opinion, Chief District Judge David
C. Norton granted the Plaintiff's motion with the condition that
the Plaintiff be precluded from re-filing declaratory judgment and
injunctive relief causes of action in the District Court at a
later date.  A copy of Judge Norton's decision is available at
http://is.gd/dnU2BPfrom Leagle.com.

                  About Carolina Park Associates

Fairfax, Virginia-based Carolina Park Associates, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. D. S.C. Case No.
10-03524) on May 17, 2010.  Judge David R. Duncan presided over
the case.  R. Geoffrey Levy, Esq. -- llfecf@levylawfirm.org --
served as bankruptcy counsel.  The petition estimated the Debtor's
assets at $100 million to $500 million and debts at $10 million to
$50 million.  The petition was signed by David L. Peter, manager
of Republic Charleston, LLC, the Debtor's managing member.

In June 2010, Judge Duncan dismissed the bankruptcy case at the
behest of secured creditor Palmetto Debt Holding Group, LLC, and
The Town of Mount Pleasant.  The Court ruled that David Peter did
not have the requisite authority to file a bankruptcy petition on
the Debtor's behalf.


CARPENTER CONTRACTORS: Poyner Spruill OK'd as Litigation Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Carpenter Contractors of America, Inc., et al., to
employ Thomas L. Ogburn, Esq. and the law firm of Poyner Spruill
as special litigation counsel.

As reported in the Troubled Company Reporter on July 8, 2011, the
Debtor is involved in several litigation matters for the
collection of unpaid services rendered, construction liens, and
general liability cases.  As such, it is critical to the Debtor's
operations and would benefit the estate to pursue the litigation
and recover funds for the estate to pay creditors.

The firm is representing the Debtor in pending litigation and any
new matters that arise postpetition.

Mr. Ogburn told the Court that the firm received a prepetition
payment of $369, and a postpetition payment of $1,253.  The firm
is owed $4,869 in fees and costs for work performed.

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

                   About Carpenter Contractors

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

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

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

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


CARPENTER CONTRACTORS: Wants Until Aug. 31 to File Plan
-------------------------------------------------------
Carpenter Contractors of America, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida on July 18,
2011, its third motion to extend its exclusive period to file a
plan.  The Debtor wants the deadline extended until Aug. 31, 2011,
to enable it to resolve any remaining issues regarding its
forthcoming Plan.

The Debtor has resolved the issues with its primary secured
lender, First American Bank ("FAB") both as to final terms for use
of cash collateral and Debtor-in-Possession lending, as well as
the parameters of plan treatment

The Debtor says it currently has a working draft of the Plan of
Reorganization and Disclosure Statement and is negotiating with
several major creditors to resolve their claims and plan treatment
prior to filing the Plan of Reorganization.

                   About Carpenter Contractors

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

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

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

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


CARPENTER CONTRACTORS: Wants Until Sept. 1 to Decide on Leases
--------------------------------------------------------------
Carpenter Contractors of America, Inc., asks the U.S. Bankruptcy
Court for the Southern District of Florida to extend the deadline
for it to assume or reject unexpired leases of real property with
FLA Owner, LLC, WL Properties, and Donald L. Thiel, until Sept. 1,
2011.

The Debtor's deadline to assume or reject unexpired leases expired
on July 23, 2011.

The Debtor is concurrently seeking a 39-day extension of its
exclusive plan filing period and related deadlines.

The Debtor's request for the extension of time to assume or reject
unexpired leases is being made so that it runs concurrently with
filing of the Debtor's Plan.

                   About Carpenter Contractors

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

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

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

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


CARTER'S GROVE: Bankruptcy Case Transferred to Virginia Court
-------------------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California approved the transfer of the
Chapter 11 case of Carter's Grove, LLC to the Bankruptcy Court for
the Eastern District of Virginia, Newport News Division.

The adversary proceeding commenced by the Debtor against the
Colonial Williamsburg Foundation is also transferred to Virginia.

According to CFW, the Court agreed that Virginia would be the most
appropriate venue to adjudicate the case if the Debtor elected to
file a lawsuit against CWF based on alleged misrepresentations by
CWF regarding the Virginia Property.

CWF is represented by:

         Jeffrey C. Krause, Esq.
         H. Alexander Fisch, Esq.
         Gabriel I. Glazer, Esq.
         STUTMAN, TREISTER & GLATT, a Professional Corporation
         1901 Avenue of the Stars, 12th Floor
         Los Angeles, CA 90067
         Tel: (310) 228-5600
         Fax: (310) 228-5788
         E-mail: jkrause@stutman.com
                 afisch@stutman.com
                 gglazer@stutman.com

               - and -

         Paul K. Campsen, Esq.
         Dennis T. Lewandowski, Esq.
         KAUFMAN & CANOLES, P.C.
         150 West Main Street, Suite 2100
         Norfolk, VA 23510
         Tel: (757) 624-3000
         Fax: (757) 624-3169
         E-mail: pkcampsen@kaufcan.com
                 dtlewand@kaufcan.com

                       About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia -area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., at Pachulski, Stang, Ziehl, And Jones LLP,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $21,156,417 in assets and $12,490,476 in
liabilities.


CASA GRANDE: Deadline to File Schedules and Statements on Aug. 3
----------------------------------------------------------------
Casa Grande Capital Group, LLC is required to file its statement
of financial affairs and bankruptcy schedules to Aug. 3, 2011,
pursuant to an order entered by the Hon. Redfield T. Baum of the
U.S. Bankruptcy Court for the District of Arizona.

In its request for the Aug. 3 extension, the Debtor said it has
begun to prepare its Statement and Schedules, it is apparent that
additional time will be required to complete and file them with
the Court.  The details of the Debtor's current and prior
operations and transactions are of critical importance to the
Court and allowing Debtor the time necessary to properly prepare
the Statement and Schedules is in the best interests of creditors,
as it will allow them to better understand the nature of Debtor's
financial affairs.

The extension of time to complete and file its statement and
schedules will afford the U.S. Trustee and other interested
parties time to review Debtor's Statement and Schedules before the
first meeting of creditors, which is scheduled to be conducted on
Aug. 9, 2011.

The Debtor is represented by:

         Wesley D. Ray, Esq.
         POLSINELLI SHUGHART P.C.
         One E. Washington, Suite 1200
         Phoenix, Arizona 85004
         Tel: (602) 650-2000
         Fax: (602) 264-7033
         E-mail: wray@polsinelli.com

                        About Casa Grande

Casa Grande Capital Group, LLC, owns and operates a Class-A office
building located at 2950 E. Harmony Road, in Fort Collins,
Colorado, known generally as the Harmony Corporate Center.  The
building is managed by Sierra Properties, Inc.

Casa Grande filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 11-19376) on July 6, 2011.  Judge Redfield T. Baum
Sr. presides over the case.  The Debtor estimated its assets and
debts at $10 million to $50 million as of Chapter 11 filing.
John J. Hebert, Esq., at Polsinelli Shughart, P.C., in Phoenix,
Arizona, serves as bankruptcy counsel to the Debtor.


CASA GRANDE: Has Interim Authority to Use Cash Collateral
---------------------------------------------------------
Judge Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona granted permission for Casa Granda Capital
Group, LLC, to use cash collateral.

The permission is on an interim basis pending a final hearing that
will be set at the status conference to be held Aug. 10, 2011, at
11:00 a.m.

The cash collateral includes cash-on-hand and the rents and other
income generated by the Debtor's property.  The cash collateral
will be used to pay its ordinary and necessary operating and
reorganization expenses.

CLMG Corp., as loan servicer to Beal Bank Nevada, lender to the
Debtor, objected to the Debtor's cash collateral use.  Beal Bank
asserts a claim against the Debtor, allegedly secured by the
Debtor's Harmony Corporate Center, in the principal amount of
$21,655,674.  Grubb & Ellis has valued the property at $26,680,000
as of April 2011.  Beal asserts a lien in the rental and other
income generated by the Property, and contends that that income
constitutes its "cash collateral."

John J. Hebert, Esq., at Polsinelli Shughart, P.C., in Phoenix,
Arizona, told Judge Baum that any revenues received by the Debtor
in excess of those projected in the cash collateral budget will be
sequestered until the time as their use is approved by the parties
claiming an interest therein or authorized by further order of the
court.

The Debtor generates rental income and other revenue totaling
$251,000 to $255,000 per month from the property.

A copy of the Cash Collateral Order with the budget is available
for free at http://ResearchArchives.com/t/s?7694

                        About Casa Grande

Casa Grande Capital Group, LLC, owns and operates a Class-A office
building located at 2950 E. Harmony Road, in Fort Collins,
Colorado, known generally as the Harmony Corporate Center.  The
building is managed by Sierra Properties, Inc.

Casa Grande filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 11-19376) on July 6, 2011.  Judge Redfield T. Baum
Sr. presides over the case.  The Debtor estimated its assets and
debts at $10 million to $50 million as of Chapter 11 filing.
John J. Hebert, Esq., at Polsinelli Shughart, P.C., in Phoenix,
Arizona, serves as bankruptcy counsel to the Debtor.


CATHOLIC CHURCH: Diocese of Wilmington's Plan Confirmed
-------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Second Amended Chapter 11 Plan
of Reorganization filed by the Catholic Diocese of Wilmington,
Inc., as a settlement plan, at a hearing held July 28, 2011.

The Plan aims to pay approximately $77.4 million to people who
were sexually abused by priests.

The court order signed by Judge Sontchi will release the Diocese
and all of its parishes from further litigation in the mountain
of lawsuits filed from 2007 to 2009, after the money changes
hands.  On Judge Sontchi's order, a 60-day clock was set in
motion, after which the Diocese will transfer the money to a
settlement trust and checks will be cut for the abuse survivors,
some of whom were abused by priests decades ago, reports Beth
Miller of The News Journal.

"This is a tremendous victory for all the people of Delaware,"
said Matthias Conaty, co-chairman of the official committee of
survivors, whose case against the Capuchin religious order, St.
Edmond's Academy and the Rev. Paul Daleo is pending in Superior
Court, notes the report.

Under the terms of the Plan, the Diocese will draw on funds from
insurance policies, the Catholic Foundation and other non-
diocesan Catholic entities to cover the claims, the report says.
It also has agreed to pump millions of dollars into its
underfunded pension plan for lay employees, a situation revealed
when the Diocese was forced to open its books to the court.

The Diocese agreed to comply with Judge Sontchi's previous ruling
to prohibit the Diocese from providing sustenance to priests
named in sexual abuse lawsuits.  Specifically, the Diocese
modified the Clergy Pension Plan to provide that nine priests and
former priests named in sexual abuse cases will be ineligible for
benefits of any kind arising on or after the Petition Date.
Eight of the priests were named in lawsuits or named by Bishop
Michael Saltarelli when he released his 2006 list of diocesan
priests against whom the Diocese had received "credible,
substantiated or otherwise corroborated" allegations of abuse.
Most on Bishop Saltarelli's list have died and Judge Sontchi made
exclusion of the others from pension and benefit programs a
condition of his approval.

The Indentified Priests are:

  -- Francis G. DeLuca;
  -- Douglas W. Dempster;
  -- Edward F. Dudzinski;
  -- Kenneth J. Martin;
  -- Joseph A. McGovern;
  -- Francis J. Rogers;
  -- John A. Sarro;
  -- Harry P. Weaver; and
  -- Charles W. Wiggins.

Judge Sontchi ruled that the Diocese and all non-Debtor Catholic
entities organized and existing as a civil corporate and secular
entity in Delaware will be forever barred and permanently
enjoined from providing any money, salary, wages, employment
benefits, pensions, medical benefits, housing benefits, medical
insurance, sustenance, charity, or other financial benefits of
any kind whatsoever, to the priests named in sexual abuse cases.

However, the injunction will not apply to the payment of any
allowed prepetition Claims filed by the Indentified Priests,
provided that no payment may be made until the entry of a final
order resolving the Diocese's objection to the Priest Claims.  In
addition, the injunction will not apply to services provided by
Catholic Charities, Inc. in the ordinary course that are
generally available to the public.

Pension and other benefits will be provided to one accused priest
-- the Rev. James Richardson, said Diocese attorney, Anthony
Flynn, Esq., notes the report.  Rev. Richardson was not among the
priests named by Bishop Saltarelli in 2006, and when allegations
emerged in a 2009 lawsuit, Rev. Richardson denied them, Mr. Flynn
said.  He later was cleared by the Diocesan Review Board,
Mr. Flynn added.

That "sustenance" question was a concern to the Diocese, whose
lawyers expressed concern over the Diocese's obligation to the
priests, and also to survivors, who objected to any such
payments.  While the bishop had said he did not wish to provide
these benefits for the priests, he also said canon law -- the
Catholic Church's legal code -- could require it.

Judge Sontchi made clear that his rulings relate to the Diocese's
civil status, not its ecclesiastical status.  His rulings were
not meant to prohibit expressions of faith, only to set
boundaries around legal claims and define the Diocese's civil
obligations, relates the report.

The agreement does allow Catholic Charities to provide sustenance
for anyone -- including the abuser priests -- if they appealed
for such aid or appeared at one of the organization's service
facilities.

Meanwhile, Judge Sontchi pointed out that the Confirmation Order
is without prejudice to Mr. Wiggins' right to challenge whether
he is an "Abusive Person" or to assert any right or privilege
against disclosure of his personnel file by the Debtor, or
against the use of any file for any particular purpose by the
Official Committee of Unsecured Creditors or any other recipient
of the file, by seeking a protective order in the Court not later
than 60 days after July 28, 2011.

Mr. Wiggins previously expressed his concern that the Plan gives
committee members the ability to give his entire personnel file
to anyone or to publicly disclose its contents.  He filed an
objection to the Plan arguing that the Plan violates his rights
and filed a supplemental confirmation objection, which was joined
by Mr. Martin, arguing that he has been classified as an abuser
without having provided any due process.

By agreement of Mr. Wiggins and the Creditors Committee, the
Court's disposition of any request by Mr. Wiggins for a
protective order will be final and non-appealable.

Among the nonmonetary terms of the Plan are requirements that the
Diocese release church files on abuser priests and agree to adopt
policies and procedures to prevent abuse in the future.  The
files must be released within 120 days, said Mr. Flynn.

Judge Sontchi also ruled that the compromises and settlements
provided for in the Plan, including, without limitation, those
settlements entered into in connection with the Plan or the
Confirmation Hearing, including but not limited to the settlement
between the Official Committee of Lay Employees and the Debtor,
and the consideration being exchanged by the parties to the
compromises and settlements, are fair, equitable, adequate and
reasonable under the circumstances of the Chapter 11 Case,
constitute good-faith compromises and settlements, and meet the
applicable standards for settlements and compromises under
Rule 9019 of the Federal Rules of Bankruptcy Procedure and
controlling Third Circuit law after consideration of, among other
things, (i) the probability of success in litigating the disputes
resolved in the Plan, should they be litigated; (ii) the likely
difficulties in collection; (iii) the probable complexity of any
litigation of the disputes, the expenses, inconvenience and delay
necessarily attending the litigation, and the cost savings to the
Debtor of avoiding the litigation; and (iv) the paramount
interest of creditors.  He notes that all holders of Claims and
parties-in-interest have received adequate notice of the
settlements and compromises and have had a sufficient opportunity
to object to the compromises and settlements.

                Plan Complies With Section 1129

Judge Sontchi ruled that the Plan satisfies the requirements for
confirmation set in Sections 1129 of the Bankruptcy Code.  In
addition, he said that the Diocese has satisfied the elements of
Section 1129(a) and (b) of the Bankruptcy Code under a clear and
convincing standard of proof.

A. Section 1129(a)(1)

The Plan complies with all applicable provisions of the
Bankruptcy Code as required by Section 1129(a)(1) of the
Bankruptcy Code, including, without limitation, Sections 1122 and
1123.

Pursuant to Sections 1122(a) and 1123(a)(1) of the Bankruptcy
Code, the Plan designates nine Classes of Claims.  As required by
Section 1122(a) of the Bankruptcy Code, each Class of Claims
contains only Claims that are substantially similar to the other
Claims within that Class.  Valid business, factual and legal
reasons exist for separately classifying the various Classes of
Claims created under the Plan, and the Plan's treatment thereof
does not unfairly discriminate between holders of Claims.

Pursuant to Section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims, Professional Fee Claims and Priority Tax
Claims are not classified under the Plan.

B. Section 1129(a)(2)

The Diocese, as the proponent of the Plan, has complied with
all applicable provisions of the Bankruptcy Code, including,
without limitation, Sections 1125 and 1126 of the Bankruptcy Code
and Rules 3017 and 3018 of the Federal Rules of Bankruptcy
Procedure regarding the Disclosure Statement and solicitation of
the Plan.  The Disclosure Statement and the procedures by which
the Ballots for acceptance or rejection of the Plan were
solicited and tabulated were fair, properly conducted and in
accordance with 3017 and 3018 and Section 1126 of the Bankruptcy
Code.

C. Section 1129(a)(3)

The Diocese proposed the Plan in good faith and not by any means
forbidden by law.  The Plan is designed to allow the Diocese to
reorganize while maximizing recoveries to creditors.  Moreover,
the Plan itself, the process leading to its formation, and the
support for the Plan received from the accepting voting Classes
provides independent evidence of the Diocese's good faith, and of
the good faith of those who assisted with the solicitation
process.  The Diocese has, thus, acted in "good faith" within the
meaning of Section 1125(e) of the Bankruptcy Code in proposing
the Plan and securing its confirmation.  Accordingly, the Plan
satisfies the "good faith" requirement of Section 1129(a)(3).

Furthermore, the Plan is the product of extensive, arms-length
negotiations among, inter alia, the Debtor, the Creditors
Committee, the Lay Employees Committee, the Non-Debtor Catholic
Entities, the Settling Insurers, State Court Counsel, and each of
the foregoing groups' representatives, and reflects the results
of these arm's-length negotiations and embodies the best
interests of all the constituencies of the Debtor's estate.

D. Section 1129(a)(4)

Pursuant to Section 1129(a)(4) of the Bankruptcy Code, any
payment made or promised by the Debtor or by any person acquiring
property under the Plan, for services or for costs and expenses
in, or in connection with, the Chapter 11 Case, or in connection
with the Plan and incident to the Chapter 11 Case, has been
disclosed to the Court.  Any payment made on a final basis before
confirmation of the Plan is reasonable.  Any payment to be fixed
or approved on a final basis after confirmation of the Plan is
subject to approval of the Court as reasonable.

E. Section 1129(a)(5)

Pursuant to Section 1129(a)(5) of the Bankruptcy Code, the Plan
Supplement identified the identities and affiliations of the
persons proposed to serve as officers of the Reorganized Debtor
upon the Effective Date, and their compensation was disclosed at
the Confirmation Hearing.  As required by Section 1129(a)(5) of
the Bankruptcy Code and pursuant to the Plan, the continuance
of these persons as officers is consistent with the interests of
the holders of Claims and with public policy.  Accordingly, the
Plan satisfies the requirements of Section 1129(a)(5) of the
Bankruptcy Code.

F. Section 1129(a)(6)

The Plan does not provide for or contemplate any rate change that
would require the approval of any regulatory agency.
Accordingly, Section 1129(a)(6) of the Bankruptcy Code is
inapplicable.

G. Section 1129(a)(7)

With respect to each impaired Class of Claims, the Voting
Declaration and the Liquidation Analysis attached as Exhibit C to
the Disclosure Statement indicate that each holder of a Claim in
an impaired Class has accepted the Plan or will receive or retain
under the Plan on account of the Claim property of a value, as of
the Effective Date, that is not less than the amount that the
holder would so receive or retain if the Debtor was liquidated
under Chapter 7 of the Bankruptcy Code.  The Liquidation
Analysis, including the methodology used and estimations and
assumptions made therein, (a) is persuasive and credible as of
the dates the evidence was prepared, presented or proffered, (b)
has not been controverted by other persuasive evidence and
is not the subject of any objection, (c) is based upon reasonable
and sound assumptions, and (d) provides a reasonable estimate of
the liquidation value of the Debtor's estate upon a hypothetical
conversion to a Chapter 7 proceeding.  Therefore, the Plan
satisfies the requirements of Section 1129(a)(7) of the
Bankruptcy Code.

H. Section 1129(a)(8)

Pursuant to Sections 1126 and 1129(a)(8) of the Bankruptcy Code:
(a) Class 1 Secured Claims, Class 2 Priority Claims, Class 3D
Clergy Pension Claims, Class 3E Gift Annuity Claims, and Class 3F
Other Unsecured Claims are unimpaired under the Plan as a
Settlement Plan and are deemed to have accepted the Plan; and (b)
as evidenced by the Voting Declaration, Class 3A Survivor Claims
and Class 3C DEDA Bond Transaction Claims overwhelmingly voted to
accept the Plan.  The provisions of the Plan with respect to
holders of the unimpaired Claims in Classes 1, 2, 3D, 3E and 3F
under the Plan are fair and appropriate.  Because the Plan
provides that holders of Class 4 Penalty Claims will not receive
or retain any property on account of the Claims, the Class is
deemed to have rejected the Plan pursuant to Section 1126(g) of
the Bankruptcy Code.  Additionally, although a majority of Class
3B Lay Pension Plan Claims voted to accept the Plan as a
Settlement Plan, less than two-thirds of the outstanding amount
of the Claims voted to accept the Plan as a Settlement Plan so
Class 3B is deemed to reject the Plan as a Settlement Plan.

Nonetheless, the Plan is confirmable because the Plan includes a
request to confirm the Plan as a "Cramdown Plan" and the Plan
satisfies Section 1129(b)(1) of the Bankruptcy Code with respect
to Classes 3B and 4.

I. Section 1129(a)(9)

The Plan provides for treatment of Allowed Claims entitled to
priority pursuant to Section 507(a)(2)-(8) of the Bankruptcy Code
in the manner required by Section 1129(a)(9) of the Bankruptcy
Code.

J. Section 1129(a)(10)

As required by Section 1129(a)(10) of the Bankruptcy Code, and as
evidenced by the Voting Declaration, at least one impaired Class
of Claims entitled to vote has accepted the Plan, excluding the
votes cast by insiders, if any.  Accordingly, Section 1129(a)(10)
of the Bankruptcy Code has been satisfied in all respects.

K. Section 1129(a)(11)

The Plan is feasible.  The Debtor has demonstrated through the
projected financial information provided as Exhibit D to the
Disclosure Statement and evidence introduced or adduced at the
Confirmation Hearing, that confirmation of the Plan is not likely
to be followed by the liquidation, or the need for further
financial reorganization, of the Diocese, the Reorganized Debtor
or any successor to the Reorganized Debtor.  The Plan, therefore,
complies with Section 1129(a)(11) of the Bankruptcy Code.

L. Section 1129(a)(12)

In accordance with Section 1129(a)(12) of the Bankruptcy Code,
the Plan provides that all fees payable on or before the
Effective Date pursuant to Section 1930 of Title 28 of the United
States Code will be paid by the Diocese on or before the
effective date of the Plan.

M. Section 1129(a)(13)

The Diocese does not offer "retiree benefits," as the term is
defined in Section 1114 of the Bankruptcy Code.  Therefore,
Section 1129(a)(13) of the Bankruptcy Code is inapplicable to the
Plan.

N. Section 1129(a)(14)

The Diocese is not required by a judicial or administrative
order, or by statute, to pay domestic support obligations.
Accordingly, Section 1129(a)(14) of the Bankruptcy Code is
inapplicable to the Chapter 11 case and the Plan.

O. Section 1129(a)(15)

The Diocese is not an individual, and accordingly, Section
1129(a)(15) of the Bankruptcy Code is inapplicable to the Chapter
11 case and the Plan.

P. Section 1129(a)(16)

All transfers under the Plan comply with applicable non-
bankruptcy law that governs the transfer of property by a
corporation or trust that is not a moneyed, business, or
commercial corporation or trust, and the Plan therefore satisfies
the requirements of Section 1129(a)(16) of the Bankruptcy Code.

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

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

                  J. Curry Objection Resolved

The Diocese and Joseph Curry, through their counsel, reached an
agreement resolving Mr. Curry's objection to the Plan.

Mr. Curry is a sexual abuse survivor who holds a $1,629,763
judgment and lien against St. Dennis Roman Catholic Church and
who voted to reject the Plan as a settlement plan.

Pursuant to the J. Curry Agreement, the Plan will be amended to
remove the $1,629,763 judgment and lien from the scope of the
Plan's channeling injunction.  Notwithstanding the amendment,
Mr. Curry's Claim will otherwise be treated as a Class 3a Claim
under the Plan, which will be payable from the Settlement Trust
in accordance with the Settlement Trust Distribution Procedures.

Gross distributions to Mr. Curry from the Settlement Trust,
before any deductions for attorneys' fees or expenses, will be
credited against the Judgment Amount.  There will be no
manipulation of Mr. Curry's distribution from the Settlement
Trust to decrease any credit against the Judgment Amount.

Mr. Curry's objection to confirmation of the Plan as a Settlement
Plan will be deemed withdrawn, and Mr. Curry's vote on
confirmation of the Plan as a Settlement Plan is deemed changed
to an acceptance of the Plan as a Settlement Plan for "cause" in
accordance with Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure.  Mr. Curry will continue to elect "creditor pool"
treatment, within the "Neuberger/Jacobs pool," under the
Settlement Trust Distribution Procedures.

Judge Sontchi overruled all other objections to the Plan that
have not been settled or withdrawn.

                          Plan Supplements

Prior to the Court's entry of the Plan Confirmation Order, the
Diocese and the Creditors' Committee filed an appendix of
supplemental Plan documents with the Court.

The Diocese, on July 28, filed amended supplemental Plan
documents composed of the Insurance Buy-Back Agreements:

  a. Fire State Insurance Company, Nutmeg Insurance Company, and
     Twin City Insurance Company;

  b. Fireman's Fund Insurance Company, Adriatic Insurance
     Company, Allianz S.p.A. and Allianz;

  c. Scottsdale Insurance Company;

  d. Lloyd's Underwriters (pre-1994);

  e. Certain Underwriters at Lloyd's, London (post-1994);

  f. Granite State Insurance Company and The Insurance Company
     of the State of Pennsylvania

Blacklined copies of the Amended Supplemental Plan Documents are
available for free at:

     http://bankrupt.com/misc/WChrch_BuyBackAgreements.pdf
    http://bankrupt.com/misc/WChrch_BuyBackAgreementsBlk.pdf
http://bankrupt.com/misc/WChrch_GraniteStateInsuranceCoBlk.pdf
   http://bankrupt.com/misc/WChrch_LloydsUnderwritersBlk.pdf
  http://bankrupt.com/misc/WChrch_ScottsdaleInsuranceCoBlk.pdf

                       Victims Get Closure

Thomas Neuberger, Esq., whose firm represented the majority of
abuse survivors, thanked Judge Sontchi for his equity and praised
the American system of justice where "the mighty, the powerful
and the little, the downtrodden, the average Joe stand on an
equal footing."

"Our eight-year battle has ended in victory and some small award
of justice for 150 ruined lives," Mr. Neuberger said, reports
delawareonline.

Bishop W. Francis Malooly did not attend Thursday's hearing.  But
in a prepared statement, he said he was pleased that the plan was
approved.

"Today marks a moment of transition for our diocese," Bishop
Malooly said the statement, notes the report.  "The road ahead
will not be an easy one, but I have experienced the spirit of the
Catholic community of Delaware and the Eastern Shore of Maryland,
and I am optimistic that together, with God's help, we have a
bright future."

In closing remarks, Judge Sontchi said the case was the toughest
he has dealt with -- both as a judge and as a practicing
attorney.  Unlike other cases, which often include hundreds of
millions of dollars, banks and hedge funds and affect more people
outside Delaware than in it, this case hit home.  Judge Sontchi
said he grew up near St. John the Beloved and attended its
carnivals every summer.

"Our civil justice system handles compensating people for
wrongdoing through the use of money," he said.  "Sometimes that's
a cold way to do things.  I'm happy that this plan includes not
just monetary provisions but nonmonetary provisions that I hope
will be helpful to healing the wrongs of the victims and also
healing the relationship the diocese has with the community at
large and, more specifically, the Catholic community."

James Stang, Esq., who represented the official committee of
survivors, thanked all of the survivors who served during the
lengthy negotiation process, says the report.

"They served on the committee at the risk of disclosing their
names," he said, "and also at the cost of the real experience
they suffered in the sense of reliving the experience of abuse.
As a consequence, they formed a kind of band of brothers.  It was
a most difficult service."

Judge Sontchi closed the day with a few lines from a famous
prayer attributed to St. Francis of Assisi, called "Make Me An
Instrument of Thy Peace," in which the saint asks that "where
there is injury, let me sow pardon, where there is doubt, faith,
where there is hatred, love."

"I hope this case starts that process," Judge Sontchi said,
reports delawareonline.

                  About the Diocese of Wilmington

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

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

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

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


CATHOLIC CHURCH: 20th Interim Order on PIA Withdrawals Entered
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Catholic Diocese of Wilmington, Inc., on a 20th interim
basis, to make certain withdrawals from the pooled investment
account for the benefit of the Diocese and certain pooled
investors.

Subject to the terms of the Custody Agreement, Judge Sontchi
authorized the Diocese to make withdrawals from the pooled
investment account and to process withdrawal requests of non-
debtor pooled investors without further Court order, up to these
applicable amounts:

  Pooled Investor           Aggregate Cap
  ---------------           -------------
  Diocese                    $12,900,000

  Foundation                   1,450,656
  Cemeteries                     629,985
  Charities                      407,413
  Children's Home                352,741
  Siena Hall                     330,211
  Corpus Christi                 417,662
  Seton Villa                    278,553
  Holy Family                    135,897
  Holy Cross                      50,000
  Our Lady of Lourdes             40,000
  Cathedral of St. Peter          25,000
  Our Mother of Sorrows           23,620
  St. Ann (Wilmington)            10,000
                               ---------
               Total         $17,051,738

Notwithstanding any other provision of the Interim Order, the
Custodian will have no liability for, or otherwise be in
violation of the Interim Order, for acting in accordance with the
Custody Agreement or processing any withdrawal or investment
requests made by the Diocese.

Judge Sontchi also authorized the Diocese to continue to invest
and deposit funds into the pooled investment account in
accordance with its prepetition practices, without the need for a
bond or other collateral as required by Section 345(b) of the
Bankruptcy Code.  The entities with which the Diocese's pooled
investment funds are deposited and invested will be excused from
full compliance with the requirements of Section 345(b) until 45
days following the docketing of a final order directing
compliance with Section 345(b) as to specific accounts following
the next hearing on the requested relief.

Nothing contained in the Interim Order will prevent the Diocese
from establishing any additional sub-funds within the Pooled
Investment Account as it may deem necessary and appropriate, and
the Account's Custodian is authorized to process the Diocese's
request to account for transactions with respect to the sub-fund.

In the event Pooled Investment Funds or their proceeds
transferred by the Diocese to a non-debtor Pooled Investor
pursuant to the Interim Order are determined to have been
property of the bankruptcy estate at the time of transfer, the
transfer will be presumed to have been an unauthorized
postpetition transfer within the meaning of Section 549(a)(2)(B)
of the Bankruptcy Code, provided that the presumption may be
rebutted by a showing that the transfer was made in the ordinary
course of business within the meaning of Section 363(c)(1) of the
Bankruptcy Code.

                  About the Diocese of Wilmington

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

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

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

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


CENTER COURT: Wins OK to Use $8,950 of Montecito Cash Collateral
----------------------------------------------------------------
On July 15, 2011, the U.S. Bankruptcy Court for the Central
District of California granted Center Court Partners, LLC,
authorization to use cash collateral of secured creditor Montecito
Bank & Trust until Sept. 16, 2011, solely to pay these
postpetition obligations (totaling $8,950.50) for the period
July 1, 2011, through Sept. 16, 2011:

     American Janitorial Services              $450
     Waste Management                          $678
     So Cal Edison - regular payment         $2,850
     So Cal Edison - deposit                 $1,972
     Las Virgenes Water District             $2,100
     So. Cal Gas Company                       $900
                                             ------
          Total                              $8,950

As reported in the TCR on July 7, 2011, Montecito, owed $9 million
in principal and a disputed unpaid interest, asked the Bankruptcy
Court to deny the motion of Center Court to use cash collateral,
filed June 9, 2011, citing the absence of any credible evidence of
how the requested uses of its cash collateral might protect the
value of the Property, the lack of adequate protection, and the
likely future decline of the Property.

The Bank also presented specific objections with respect to the
Budget, including its objection to the proposed payment of $7,404
of monthly charges to maintain a property only generating $10,046
of monthly rents, which consists the Bank's cash collateral.

As adequate protection, the Bank asked the Court that it be
granted replacement liens, to the extent of any diminution in the
value of its cash collateral, in all postpetition property of the
Debtor.

In its motion, the Debtor told the Court that it needs cash
collateral to pay ongoing financial obligations to maintain its
business, which is its primary asset.

                        About Center Court

Based in Agoura Hills, California, Center Court Partners LLC owns
a commercial property located at 29501 Canwood Street, Agoura
Hills, Calif.  The monthly rent receipts are the Debtor's sole
source of income.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-13715) on March 25,
2011.  Judge Maureen Tighe presides over the case.  Martin D.
Gross, Esq., represents the Debtor as counsel.  The Debtor
estimated both assets and debts between $10 million and
$50 million as of the Chapter 11 filing.


CHETOLA SEVERN: Dist. Court Refuses to Halt Foreclosure Sale
------------------------------------------------------------
The U.S. District Court for the Western District of North Carolina
declined to halt a sheriff sale on Chetola Severn LLC's assets
slated for July 26, 2011. In his July 26, 2011 Order, District
Judge Richard L. Voorhees said that, while the potential for
irreparable harm in the case might favor granting the stay, the
debtor's failure to show its likelihood of success on the merits
weighs against granting the stay.  In the Debtor's case, Bank of
Granite had obtained relief from the automatic stay to exercise
its state law rights and remedies against the Debtor's real
property.  The Bankruptcy Court also granted a request by the
Bankruptcy Administrator to dismiss the Debtor's chapter 11 case.
The Debtor asked to Bankruptcy Court to stay the ruling pending an
appeal, but was advised that such an appeal would be denied.  The
Debtor went to the District Court, pointing to Federal Rule of
Bankruptcy Procedure 8005 as providing the District Court with the
authority to grant such a stay.  The Debtor argued that it will
prevail on its appeal to the district court and that irreparable
harm will occur to it if a stay is not granted and the sheriff
sale is allowed to proceed prior to the conclusion of the Appeal.

Chetola Severn, LLC, based in Blowing Rock, North Carolina, filed
for Chapter 11 bankruptcy (Bankr. W.D. N.C. Case No. 10-51383) on
Sept. 30, 2010.  Judge J. Craig Whitley presides over the case.
Edward C. Hay, Jr., Esq. -- ehay@phhlawfirm.com -- at Pitts, Hay &
Hugenschmidt, P.A., served as bankruptcy counsel.  The Debtor
estimated under $50,000 in assets and $1 million to $10 million in
debts.  The petition was signed by J. Douglas Wilkins, managing
member of Seven Jupiter, LLC, its managing member.


CHINA NETWORKS: Incurs $670,527 Net Loss in 2010
------------------------------------------------
China Networks International Holdings Ltd. filed with the U.S.
Securities and Exchange Commission its annual report on Form 20-F,
reporting a net loss of $670,527 on $3.75 million of net revenue
for the year ended Dec. 31, 2010, compared with net income of
$2.44 million on $4.21 million of net revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed
$48.92 million in total assets, $23.92 million in total
liabilities, and $24.99 million in total equity.

UHY Vocation HK CPA Limited, the auditor, stated that the
Company's incurrence of net loss, working capital deficit and
dependence on borrowings from related parties raises substantial
doubt about the Company's ability to continue as a going concern.

A full-text copy of the Form 20-F is available for free at:

                        http://is.gd/zyxp2B

                        About China Networks

Headquartered in Beijing, China Networks International Holdings,
Limited, through China Networks Media Ltd., a British Virgin
Islands company, provides broadcast television advertising
services in the PRC, operating joint-venture partnerships with PRC
TV Stations in regional areas of the country.  The Company manages
these regional businesses through a series of joint ventures and
contractual arrangements to sell broadcast television advertising
time slots and so-called "soft" advertising opportunities to local
advertisers directly and through advertising agencies and brokers.


CIT GROUP: DBRS Retains 'B' Issuer Rating After Q2 Results
----------------------------------------------------------
DBRS, Inc. has commented that the ratings of CIT Group Inc.,
including its Issuer Rating of B (high), remain unchanged
following the Company's 2Q11 financial results.  The trend on all
long-term ratings is Positive.

DBRS views CIT's results as evidencing the appreciable progress
the Company has made in advancing its strategy of reducing funding
costs and rightsizing the balance sheet, while expanding the role
of CIT Bank (the Bank).  While DBRS views these actions as
critical to position CIT for a return to long-term, sustainable
profitability, the progress has come at a cost to short-term
results.  To this end, 2Q11 GAAP results were negatively affected
by $113 million of accelerated Fresh Start Accounting (FSA) and
the $50 million fees associated with the prepayment of second lien
debt.  As a result, for the quarter, CIT reported a pretax loss of
$21.8 million compared to pretax income of $135.5 million in the
prior quarter and pre-tax income of $270.1 million in the
comparable period a year ago.

On an adjusted basis, excluding the impact of FSA and the
aforementioned prepayment fees, CIT generated pre-tax income of
$17.2 million, which is in line with the pre-tax profit of $17
million in the prior quarter, but significantly better than the
pre-tax loss of $119.9 million in 2Q10 (both adjusted on the same
basis).  Underlying results were impacted by higher non-recurring
operating expenses, higher litigation costs, and lower net finance
revenue as a result of a smaller asset base.  This was somewhat
offset by improving credit costs.  Importantly, margins are
improving.  Excluding FSA and prepayment penalties on debt,
finance margin was 1.45% in 2Q11, while essentially unchanged from
1Q11, this is 72 basis points higher than a year ago.  DBRS sees
this year on year improvement as demonstrating the positive impact
of the Company's ongoing efforts to lower the overall level of
debt and refinance higher cost debt.  Going forward, DBRS expects
the underlying earnings profile will continue to improve, as the
Company restores the strength of the franchise, generates new
higher yielding business and makes additional progress in lowering
the presence of high cost debt on the balance sheet.

Company-wide funded volumes increased 30% on a linked quarter
basis and 67% year-on-year to $1.7 billion, driven by double digit
growth in the Corporate Finance, Vendor Finance and Transportation
Finance segments.  Notably, 70% of the volume in the quarter was
funded within CIT Bank compared to 61% in the prior quarter and
27% a year ago.  DBRS views this trajectory in Bank originated
volumes as illustrating the advancement of the Company's strategy
to become more "bank centric" by expanding the role of CIT Bank.
Moreover, DBRS sees the positive trajectory in new business
volumes as demonstrating CIT's progress in its plans to restore
the franchise and customer confidence in the Company.

Credit metrics continue their positive trajectory of the most
recent quarters. On a pre-FSA basis, gross charge-offs declined
54% on a linked quarter basis to $97.4 million, or 1.58% of
average finance receivables.  Importantly, gross charge-offs and
non-accrual loans declined across all four core business segments.
Non-accrual loans, excluding FSA accounting, decreased 16%
quarter-on-quarter to $1.4 billion.  Notably, for the fourth
consecutive quarter, the pace of new inflows into non-accrual
status decreased, suggesting further improvement in asset quality
in the near term.  This continuation in positive credit trends
resulted in a 31% (quarter-on-quarter) decline in provisions for
loan losses to $84.7 million.  Given the challenging operating
environment for small and middle market businesses, which are
CIT's core clientele, owed to an uneven economic recovery, DBRS
views the positive credit trends as illustrating the Company's
sound underwriting and servicing abilities, as well as the
continued progress in removing risk from the balance sheet.
Nevertheless, DBRS remains cautious given the uncertainties as to
sovereign debt and the sustainability of the global economic
recovery.

CIT's liquidity remains well-managed and the Company continues to
make noteworthy progress in reducing the preponderance of higher
cost debt while strengthening its funding profile.  To this end,
CIT redeemed $2.5 billion of 7.0% second lien debt during the
quarter.  Despite this reduction in debt, CIT ended the period
with cash and short-term securities totaling $10.1 billion,
representing 21% of total assets.  Further, during the quarter,
CIT completed an exchange of $8.8 billion of Series A Notes for
new Series C Notes which have less restrictive covenants and CIT
announced the redemption of $500 million of the first lien debt in
July 2011.  Moreover, as discussed above, CIT has increased the
amount of new business volumes being funded through the Bank.
Regarding capital, CIT continues to maintain a solid capital
position, with a preliminary Tier 1 capital ratio of 19.1% and a
Total Capital ratio of 20.0%, both well in excess of regulatory
minimums.


CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 83.45 cents-on-the-dollar during the week ended Friday,
July 29, 2011, a drop of 0.24 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 206 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                 About CC Media and Clear Channel

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

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

                          *     *     *

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

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

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

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


CMP SUSQUEHANNA: Bank Debt Trades at 1% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which CMP Susquehanna
Corp is a borrower traded in the secondary market at 99.25 cents-
on-the-dollar during the week ended Friday, July 29, 2011, an
increase of 0.28 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 6, 2013, and carries Moody's 'Caa1' rating and Standard &
Poor's 'B' rating.  The loan is one of the biggest gainers and
losers among 206 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                    About CMP Susquehanna Corp

CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a
wholly owned subsidiary of Cumulus Media Partners LLC, the private
partnership formed by Cumulus Media, Inc., and a consortium of
private equity sponsors.  CMP Susquehanna Corp. owns and operates
27 radio stations in nine markets in the U.S.  The company's
reported revenues of $169 million for the year ended Dec. 31,
2009.

CMP Susquehanna has 'Caa1' corporate family and probability of
default ratings from Moody's Investors Service.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's placed the ratings of CMP Susquehanna Corp. on review for
a possible upgrade following the announced terms of the proposed
acquisition of Citadel Broadcasting Corporation (Ba2, Stable) by
Cumulus Media Inc.  Note that on January 31, 2011, Cumulus Media
Inc. announced that it will acquire the remaining 75% equity stake
of CMP that it does not currently own.  As a result, Moody's
currently treats CMP as an unrestricted subsidiary of Cumulus, and
CMP's debt will be placed on review for upgrade based on the
benefits of the Citadel transaction to Cumulus/CMP's financial
profile and expected refinancing of CMP's existing credit
facilities and notes.

Moody's believes that the potential for lower leverage, synergies
and favorable diversification from the proposed acquisition
improves the financial profile of Cumulus/CMP.  The acquisition
terms include a $500 million equity infusion, and Moody's expect
Cumulus/CMP's Moody's adjusted debt/EBITDA leverage will decrease
by more than 2 turns, from leverage of 9.5x for the LTM ending
Sept. 30, 2010, for CMP (including Moody's standard adjustments).

As reported by the TCR on May 12, 2011, Moody's clarified the
press release issued on April 25, 2011, relating to CMP
Susquehanna Corp.  All ratings for CMP Susquehanna continue to be
on review for possible upgrade.


COLONY BEACH: Dist. Court Rules on Dispute Over 99-Year Lease
-------------------------------------------------------------
District Judge Steven D. Merryday ruled on an appeal by Colony
Beach & Tennis Club, Inc., and Colony Beach, Inc., under 28 U.S.C.
Sec. 158(a)(1) from the bankruptcy court's Jan. 15, 2010, judgment
and order, which (1) declare a 99-year recreational facilities
lease unconscionable under Section 718.122, Florida Statutes, and
common law; (2) sustain Colony Beach & Tennis Club Association,
Inc.'s objection to claims sixteen, nineteen, twenty, and twenty-
one; and (3) disallow claims filed by Colony Beach & Tennis Club
and Colony Beach Inc. in the Association's bankruptcy case.  The
issues on appeal are (1) whether the dispute over the lease
qualifies as a "core proceeding" under 28 U.S.C. Sec. 157, (2)
whether the bankruptcy court correctly declared the lease
unconscionable, and (3) whether the bankruptcy court correctly
held that the Association neither released nor waived nor
otherwise forfeited the defense of unconscionability.

Judge Merryday stays the Bankruptcy Court order pending further
ruling by the District Court.  The parties are directed to submit
by Aug. 5, 2011, one paper for each side that discusses the
precise form of the remedy that each party recommends as a
consequence of the District Court's reversal of the Bankruptcy
Court.  The District Court will hold a hearing for Aug. 11, 2011,
at 1:30 p.m. to hear argument on the form of the remedy.  Counsel
will address at the hearing the prospect of court-ordered
mediation.

The appellate case is Colony Beach & Tennis Club, Inc., and Colony
Beach, Inc., Appellants, v. Colony Beach & Tennis Club
Association, Inc., Appellee, Case No. 8:10-cv-913-T-23 (M.D.
Fla.).  A copy of Judge Merryday's July 27, 2011 Order is
available at http://is.gd/aOw8Rbfrom Leagle.com.

           About Colony Beach & Tennis Club Association

Based in Longboat Key, Florida, Colony Beach & Tennis Club
Association, Inc., filed for chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 08-16972) on Oct. 29, 2008.  The Hon.
K. Rodney May oversees the case.  Adam L. Alpert, Esq., Jeffrey W.
Warren, Esq., and Shane G. Ramsey, Esq., at Bush Ross, P.A., act
as the Debtor's bankruptcy counsel.  When it filed for bankruptcy,
the Association estimated $1 million to $10 million in estimated
assets and $10 million to $50 million in estimated debts.

                 About Colony Beach & Tennis Club

Also based Longboat Key, Colony Beach & Tennis Club, Ltd., filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 09-22611) on
Oct. 5, 2009.  Judge K. Rodney May presides over the case.
Debtor's Counsel: Roberta A. Colton, Esq. -- racolton@trenam.com
-- at Trenam Kemker, serves as bankruptcy counsel.  When it filed
for bankruptcy, the Club estimated $1 million to $10 million in
estimated assets and $10 million to $50 million in estimated
debts.  The petition was signed by Murray J. Klauber, the Club's
president.


COMMUNITY HEALTH: Bank Debt Trades at 2.5% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
97.50 cents-on-the-dollar during the week ended Friday, July 29,
2011, a drop of 0.33 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 350 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
July 25, 2017, and carries Moody's 'Ba3' rating and Standard &
Poor's 'BB' rating.  The loan is one of the biggest gainers and
losers among 206 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Community Health

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

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

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


COMMUNITY HEALTH: Bank Debt Trades at 3.4% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems, Inc., is a borrower traded in the secondary market at
96.60 cents-on-the-dollar during the week ended Friday, July 29,
2011, a drop of 0.23 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
July 25, 2014.  The loan is one of the biggest gainers and losers
among 206 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Community Health

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

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

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


CNOSSEN DAIRY: Plan Confirmation Moots Plea for Trustee
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
denied as moot the U.S. Trustee's motion to appoint a Chapter 11
trustee, dismiss, or convert the case of Cnossen Dairy and its
debtor-affiliates, to Chapter 7 liquidation.

As reported in the Troubled Company Reporter on March 24, 2011, in
his motion for a Chapter 11 trustee William T. Neary, the U.S.
Trustee for Region 6, said it is impossible for the Debtors to
propose any plan of reorganization without accurate schedules,
statement of financial affairs, and operating reports.

The Court, however, ruled that the request is moot because the
court has confirmed the Debtors' plan.

The Court in its confirmation order ruled that modifications to
the plan do not adversely change the treatment of the claim of any
creditor or the interest of any equity security holder who has not
accepted in writing the modifications to the First Amended Plan.
Accordingly, the Court finds that all creditors and equity
security holders who have previously accepted the Plan are deemed
to have accepted the Plan with the modifications.

The Plan contemplates that the ongoing business activities of the
Debtor continue, and that the Debtor will pay, in full, all
indebtedness over time.

The Plan will facilitate the Debtor's reorganization by providing
for it to accumulate sufficient cash reserves to internally meet
its working capital needs.  Once the Debtor is capable of funding
its operations without borrowing, the interest savings will
contribute to increased profitability, flexibility, and
independence.

All general unsecured claims will be paid within 90 days of the
effective date.  Should the total amount of allowed claims exceed
$3,000,000, such claims will be paid in equal monthly installments
over 120 months, beginning 30 days after the effective date,
without interest.

Cnossen Dairy's partners will retain their partnership interest.
The partners will continue to receive draws and other benefits
consistent with and comparable to those provided prior to and
subsequent to the Petition Date.

A copy of the Plan, as modified, is available at
http://is.gd/OyxUM8

A copy of the order confirming the Plan is available at:
http://is.gd/IBLXe7

                        About Cnossen Dairy

Hereford, Texas-based Cnossen Dairy filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on
Nov. 12, 2010.  J. Bennett White, Esq., at J. Bennett White, P.C.,
serves as bankruptcy counsel to the Debtor.  Templeton, Smithee,
Hayes, Heinrich & Russell, LLP, is the local counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.

The bankruptcy cases of Cnossen Family Partnership and UC Farms,
LLC (Case Nos. 10-20793 and 10-20794) are jointly administered
with the Cnossen Dairy's case.

The Debtor disclosed $52,147,699 in total assets and $46,414,850
in liabilities as of the Petition Date.


CONTECH CONST'N: Bank Debt Trades at 18% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Contech
Construction Products, Inc., is a borrower traded in the secondary
market at 82.05 cents-on-the-dollar during the week ended Friday,
July 29, 2011, a drop of 0.32 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 200 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 31, 2013, and carries Moody's 'Caa1' rating and Standard &
Poor's 'B' rating.  The loan is one of the biggest gainers and
losers among 206 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                   About Contech Construction

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

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

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


CROATAN SURF: Court OKs Silverang & Donohoe as Co-Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has approved Croatan Surf Club, LLC's application to
employ Silverang & Donohoe LLC as co-counsel for the Debtor.

The employment is allowed but is subject to these clarifications:

1. The employment of Silverang & Donohoe, LLC is approved
    pursuant to 11 U.S.C. Sec. 327(e), as special counsel,
    notwithstanding the use of the term "co-general counsel" in
    the court's order of March 28, 2011.

2. By virtue of its employment under Sec. 327(e), Silverang &
    Donohoe, LLC may not assist the debtor-in-possession in
    conducting the chapter 11 case; however, the firm may provide
    the following services which will be and are deemed related
    to their representation of the debtor-in-possession as special
    counsel:

   a. Assist Debtor's counsel with the drafting of provisions of
      the chapter 11 plan and disclosure as it relates to the
      treatment of the claims among and between the Debtor, Royal
      Bank America, Bank of Currituck, Edwards Family Partnership,
      LP, BKDean Properties, LLC, Clarence and Kelly Dean, Robert
      and Denise Coburn, Kenneth Termini, Tall Dune Holdings, LLC,
      Coburn Properties, LLC, Jeremiah T. Shanahan, and Shanahan
      Properties, LLC;

   b. Assist Debtor's counsel in providing representation of the
      Debtor in connection with litigation of cash collateral,
      valuation of claims, motions for relief from automatic stay,
      voting rights issues and confirmation issues, and other
      motions as may be filed in  the bankruptcy case and any
      necessary appeals and re-hearings;

   c. Conduct any related discovery and preparation of and
      examination of witnesses in all bankruptcy related motions
      and litigation thereof, including responding to and
      representing the Debtor in connection with discovery
      conducted by Royal Bank America, Edwards Family Partnership,
      related parties and by the Debtor itself;

   3. Silverang & Donohoe, LLC, will submit an affidavit amending
      the affidavit dated Jan. 26, 2011 and submitted in
      connection with the application by the Debtors for Authority
      to employ special counsel filed on Jan. 28, 2011 to disclose
      any and all connections to the Debtor, its creditors, any
      other party in interest, and their attorneys and
      accountants.

The firm's hourly rates are:

          Personnel                       Rates
          ---------                       -----
        Kevin J. Silverang             $400 (represents a 20%
                                       discount from the normal
                                       rate of $500 per hour

        Philip S. Rosenzweig           $280 (represents a 20%
                                       discount from the normal
                                       rate of $350 per hour

        Edmund J. Campbell, Jr.        $240 (represents a 20%
                                       discount from the normal
                                       rate of $300 per hour

        Cathatine E. Sibel             $200 (represents a 20%
                                       discount from the normal
                                       rate of $250 per hour

                     About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
owns a 36-unit ocean-front condominium building in Dare County,
North Carolina.  It filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.C. Case No. 11-00194) on Jan. 10, 2011.  Walter L.
Hinson, Esq., and Maureen Radford, at Hinson & Rhyne, P.A., in
Wilson, N.C., serve as counsel to the Debtor.  No creditors
committee has been formed in the case.  In its schedules, the
Debtor disclosed $26,151,718 in assets and $19,350,000 in
liabilities.


CROSS BORDER: Files Form S-1; Registers 7.21-Mil. Common Shares
---------------------------------------------------------------
Cross Border Resources, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the resale by selling stockholders of up to an aggregate of
7,209,375 shares of common stock of Cross Border Resources, Inc.
Of the 7,209,375 shares being registered, 3,606,250 shares are
outstanding, and 3,603,125 shares are issuable upon exercise of
outstanding warrants.

The Company will not receive any proceeds from the sale of the
shares of common stock covered by this prospectus.  The Company
may receive proceeds from the exercise of the warrants whose
underlying shares of common stock are covered by this prospectus.
However, the shareholders are not required to exercise their
warrants, and under the terms of the warrants, cashless exercise
is permitted in certain circumstances.  The Company may not
receive any proceeds if the warrants are not exercised or are
exercised on a cashless basis.  If all of the shares underlying
the warrants are exercised for cash, the Company would receive
aggregate gross proceeds of $8,115,6250.

The Company's common stock is quoted on OTCQX and trades under the
symbol XBOR.  On July 19, 2011, the closing sale price of our
common stock was $2.00 per share.

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

                        http://is.gd/7bmyVc

                    About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at March 31, 2011, showed
$24.91 million in total assets, $11.98 million in total
liabilities, and $12.93 million in total stockholders' equity.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


DEX MEDIA EAST: Bank Debt Trades at 28% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 71.73 cents-on-
the-dollar during the week ended Friday, July 29, 2011, a drop of
1.22 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Dex Media East

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

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 18% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 81.67 cents-on-
the-dollar during the week ended Friday, July 29, 2011, a drop of
0.92 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Dex Media West

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

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

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


DYNEGY INC: Del. Ct. Tosses PSEG Bid to Halt $1.7BB Restructuring
-----------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Vice Chancellor Donald Parsons of Delaware's Court of
Chancery on Friday thumbed down the request of Public Service
Enterprise Group Inc. for an order to hold up Dynegy Inc.'s
planned $1.7 billion restructuring.  The judge said PSEG, which
leases plants to Dynegy, failed to show it is likely to succeed on
the merits of claims that Dynegy's restructuring would run afoul
of contract protections.  Judge Parsons also found it unlikely
Dynegy's restructuring would later be found to be a fraud on
creditors.

According to DBR, Judge Parsons said the restructuring "would
provide actual and substantial financial benefits" to Dynegy,
which could also benefit PSEG over time.  He, however, noted that
existing creditors might suffer due to having a new layer of
senior debt added on top of them in Dynegy's capital structure.
However, he said, Dynegy is entering into the restructuring to
save itself from bankruptcy, not to hinder or defeat creditors.

Earlier in July, Dynegy launched a $1.7 billion loan package tied
to a planned corporate restructuring.  The corporate-debt
restructuring will be managed by investment bank, Credit Suisse.
Under the proposal, the company will split its coal and natural-
gas generating assets into two separate entities that will be
bankruptcy remote from the parent holding company, Dynegy Holdings
Inc.  The new companies could be sold or pay dividends to
shareholders even if the holding company eventually defaults on
its $3 billion of bonds.

PSEG, which is owed $790 million by Dynegy in lease payments, sued
in Delaware Court of Chancery to block the reorganization on the
grounds that it "fraudulently transfers" assets away from the
parent holding company, which guarantees the leases.  LibertyView
Capital Management, which owns $30 million of Dynegy bonds, is
pursuing a similar action in New York.

According to DBR, Dynegy counsel Glenn Kurtz, Esq., at White &
Case LLP, said at a court hearing this week that any sign from
Judge Parsons that the restructuring was vulnerable to creditor
challenge meant Dynegy would be paying more for the loan deals it
hoped to close Friday.

DBR says PSEG could not immediately be reached for comment on the
decision.

DBR also reports that Dynegy attorney Thomas Lauria, Esq., also
from White & Case, said the decision speeds the closing of the
loans the company needs.  According to DBR, Mr. Lauria wrote in an
e-mail, that, "We are oversubscribed and with this ruling clearing
away all the underbrush and noise regarding the structure, we
anticipate closing as soon as possible."


EAGLE INDUSTRIES: Has Until Aug. 23 to Propose Chapter 11 Plan
--------------------------------------------------------------
The Hon. Joan A. Lloyd of the U.S. Bankruptcy Court for the
Western District of Kentucky extended Eagle Industries LLC's
exclusive periods to file and solicit acceptances for a proposed
chapter 11 plan until Aug. 23, 2011, and Sept. 30, 2011,
respectively.

The Official Committee of Creditors Holding Unsecured Claims in
the Debtor's case filed an objection to the Debtor's motion for
exclusivity extensions, explaining that the Debtor has not yet
filed its plan of reorganization, and the purpose of the motion
serves only as a means to block actions to maintain solicitation
and formulation exclusivity.

The Committee is represented by:

         Peter M. Gannott, Esq.
         ALBER CRAFTON, PSC
         Hurstbourne Place, Suite 1300
         9300 Shelbyville Road
         Louisville, KY 40222
         Tel: (502) 815-5000
         Fax: (502) 815-5005
         E-mail: pgannott@albercrafton.com

                     About Eagle Industries LLC

Bowling Green, Kentucky-based Eagle Industries LLC filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No. 10-
11636) on Oct. 27, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million.

EDSCHA NORTH AMERICA: Former Auto-Parts Maker Confirms Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that former auto-parts maker Edscha North America Inc.
persuaded the bankruptcy judge in Illinois at a hearing July 28 to
sign a confirmation order approving the liquidating Chapter 11
plan proposed by the company and the official creditors'
committee.

According to the report, the disclosure statement showed the
company as having about $1.76 million cash, with $683,000
earmarked for payment to unsecured creditors with claims totaling
$12.4 million giving them about 6% recovery on their claims.  The
Pension Benefit Guaranty Corp. will receive $694,000 cash on
account of its $11.8 million claim.  Secured creditors were
already paid in part from sales of assets.

Germany-based Edscha AG manufactured door hinges, convertible
roofs and driver controls for major carmakers.  It was previously
owned by buyout firm Carlyle Group.

Edscha AG filed for insolvency for its European operations Feb. 2,
2009.  At the time, it cited "massive declining trends" in the
auto industry and difficulty in obtaining financing.  The debts
incurred by the company's leveraged buyout through Carlyle in late
2002 "was not responsible" for the insolvency filing, but the
massive slump in car sales.  The insolvency of Edscha followed a
50% drop in some of the company's businesses during the fourth
quarter of 2008.

U.S. affiliate, Edscha North America Inc., ceased operating in
June 2009 and filed for Chapter 11 reorganization (Bankr. N.D.
Ill. Case No. 09-39055) in October 2009, listing assets of
$6.44 million and liabilities of $672.4 million in its Chapter 11
petition.  The U.S. unit said it won't be feasible to propose a
plan until a sale of assets in Mexico concludes.  The sale was
approved by the judge in April 201.


EKM HOTEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: EKM Hotel Investment LLC
        1701 W. Baseline Rd.
        Tempe, AZ 85283

Bankruptcy Case No.: 11-21379

Chapter 11 Petition Date: July 26, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: James Portman Webster, Esq.
                  JAMES PORTMAN WEBSTER, PLLC
                  935 E Main St., Suite 204
                  Mesa, AZ 85203
                  Tel: (480) 464-4667
                  Fax: (888) 214-8293
                  E-mail: jim@jpwlegal.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/azb11-21379.pdf

The petition was signed by Isher Pandher, managing member.


E*TRADE FINANCIAL: DBRS Retains 'B' Issuer & Senior Debt Ratings
----------------------------------------------------------------
DBRS Inc. has commented that its ratings of E*TRADE Financial
Corporation remain unchanged after the Company's 2Q11 earnings
announcement.  DBRS rates E*TRADE's Issuer & Senior Debt at B
(high) and E*TRADE Bank's Deposits & Senior Debt (the Bank) at BB.
All ratings, except the Short-Term Instruments rating of the Bank,
have a Negative trend.  The Company reported net earnings of $47
million, following net income of $45 million in 1Q11 and net
income $35 million in 2Q10.

DBRS views E*TRADE as continuing to take the appropriate steps to
maintain the strength of its core franchise, which caters to
broad-based retail clients and corporate services clients, by
continuing to invest in technology and customer service
initiatives.  E*TRADE has also continued to make progress in
reducing non-core asset exposures and bolstering its
capitalization.  The main drags on the Company's earnings stem
from its elevated level of provisioning and the significant
interest expense associated with its corporate debt.  Positively,
provisioning has been on a downward trajectory since the end of
2008, contributing to E*TRADE's positive earnings generation in
four recent, but not consecutive, quarters.  Additionally, the
Company has been working to extend its debt maturities to improve
its funding profile, with its earliest debt maturity now being in
December 2015.  This should allow E*TRADE greater flexibility to
contend with other outstanding debt issues, leaving open the
possibility for the Company to pay down some of the parent's debt,
subject to regulatory approvals.  While the Negative trend on the
rating reflects the continued pressure on earnings from still
elevated credit costs and significant corporate interest expense,
DBRS views this pressure as declining.  Sustained profitability in
upcoming quarters would bode well from a ratings perspective.

E*TRADE's franchise delivered a strong performance in 2Q11,
generating net revenues of $518 million as compared to $537
million in 1Q11 and $534 million in 2Q10.  Net interest income was
strong due to higher interest earning assets; the modest
sequential drop in revenues was largely driven by lower
commissions.  Customer metrics were positive, with net new
brokerage assets of $1.5 billion and a linked-quarter increase in
average margin receivables of 5.3%, despite a modest decline in
DARTs (down 17% QoQ).  While controlling expenses, the Group
continues to invest in its franchise, which DBRS views positively
from a ratings perspective.

DBRS sees the Company having success in its core brokerage
franchise, as its Trading and Investment (T&I) segment, which is
largely the online brokerage franchise, generated net income of
$170 million in 2Q11.  While net income in T&I is down from $184
million in 1Q11 and $203 million in 2Q10, this segment generates
sufficient earnings to offset the net losses in the Balance Sheet
Management segment and the Corporate/Other segment.

Offsetting the strong positives discussed above, E*TRADE still
carries the burden of elevated provisioning from its legacy
residential real estate portfolios.  Provisions of $103 million in
2Q11 are down significantly from peak levels, but still remain
elevated as compared to pre-crisis levels.  Provisions absorbed
45% of operating income before provisions and taxes (IBPT) in
2Q11, down from 64% in 2Q10, but significantly higher than 10% in
2Q07 (pre-crisis).  The Company is proactively working to reduce
its loan portfolio, as well as working with third parties to
combat delinquencies and restructure loans in its loan portfolios.
DBRS views these efforts as being reflected in the improving
credit performance trends.

E*TRADE reported consolidated capital ratios for the first time
this quarter, rather than reporting ratios at the Bank-level only.
On a consolidated basis, E*TRADE reposted a Tier 1 capital ratio
of 10.3% and a Tier 1 common ratio of 8.4% at 2Q11. These ratios
improved from 8.3% and 6.5%, respectively, at 1Q11.  At the Bank-
level, the Company reported a Tier 1 capital to risk-weighted
asset ratio of 15.0% at 2Q11, up from 14.3% at 1Q11.  Given that
the Bank has substantial excess risk-based capital of $1.4
billion, the Company could upstream this capital from the Bank to
the parent to pay down some of the parent's debt, subject to
regulatory approvals.  DBRS would view this favorably from a
ratings perspective, provided that capitalization at the Bank
remains appropriately strong.


EVERGREEN ENERGY: Tells Shareholders of "Steady Transformation"
---------------------------------------------------------------
Evergreen Energy Inc. released a letter to its shareholders from
the Executive Chairman of the Board Ilyas Khan on July 25, 2011.
Mr. Khan said that the steady transformation of Evergreen
continues to take place, step by careful step.  This
transformation, Mr. Khan related, is most clearly evidenced
through Evergreen's fulfillment of the corporate objectives set
out earlier in the year.  A full-text copy of the letter is
available for free at http://is.gd/MTxVQT

                      About Evergreen Energy

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

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

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

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


FANNIE MAE: FHFA Sues UBS AG Over Fannie, Freddie Losses
--------------------------------------------------------
American Bankruptcy Institute reports that the Federal Housing
Finance Agency, the federal regulator for Fannie Mae and Freddie
Mac, on Wednesday sued UBS AG, accusing the Swiss investment bank
of costing the two mortgage giants at least $900 million by
selling them shaky mortgage-backed securities during the housing
market boom.

                         About Fannie Mae

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

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

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

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


FIDDLER'S CREEK: Facing Plan Objections from Holders of Dirt Bonds
------------------------------------------------------------------
Laura Layden at Naples News reported last week that a bankruptcy
judge in Tampa, Florida, was scheduled to convene a hearing
Friday, July 29, on Fiddler's Creek LLC's proposed plan for
recovery.

According to Naples News, under the reorganization plan, a new
company would be formed to continue as the master developer at
Fiddler's Creek, with Ferrao as the principal shareholder.  That
sits well with some residents, while others hoped for a fresh
start with a new developer, Naples News said.

The report relates that the developer proposes to pay off its
creditors over time as the real estate market strengthens and the
demand for new homes and lots improves in Collier County.  With
the Plan, $90 million in mortgage debt would be wiped out and the
developer would get $45 million in new working capital to keep the
project going.  Remaining creditors would either be paid in full
or consensual settlements would be reached to cure the debt.

The developer's major creditors are on board including Regions
Bank, Fifth Third Bank, Iberia Bank, Textron Financial Corp. and
Key Bank, according to the report.

Naples News, however, points out that not everyone supports the
Plan.  Investors holding more than $100 million in dirt bonds
aren't happy.  They didn't have a vote on the reorganization plan
because they aren't considered official creditors of the
developer.  Two community development districts were set up to pay
off the bondholders, so they are the creditors and they support
the Plan.  Under the Plan, the bondholders would be last in line
to get paid, said Dan Carter, president of ITG Holdings LLC in
Naples, one of the investors in the bonds.

                     About Fiddler's Creek

Fiddler's Creek, LLC, and its affiliates each owns, operates or is
otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime land
in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-03846) on Feb. 23, 2010.  Paul J. Battista,
Esq., Heather L. Yonke, Esq., Mariaelena Gayo-Guitian, Esq., and
Michael L. Schuster, Esq., at Genovese Joblove & Battista, P.A.;
Bart A. Houston, Esq., at Kopelowitz Ostrow; and Mark Woodward,
Esq., serve as counsel to the Debtors.  Judge Alexander L. Paskay
presides over the case.  The Company estimated assets and debts at
$100 million to $500 million.

Paul S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler,
Esq., at Berger Singerman P.A., represent the Official Unsecured
Creditors Committee as counsel.


FKF MADISON: Related Cos., Amalgamated in Talks on One Madison
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a combination of the
developer Related Cos. and Amalgamated Bank has taken the lead
over HFZ Capital Group as talks continue about a way to bail out
the troubled One Madison Park condominium tower, One Madison's
attorney told a judge.

                         About FKF Madison

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

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


GATEWAY HOTEL: Sept. 22 Hearing on Reorganization Plan Set
----------------------------------------------------------
Judge James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona approved the disclosure statement explaining
Gateway Hotel LLC's plan of reorganization on July 25, 2011.

The hearing to consider the confirmation of the Plan will be held
on Sept. 22, 2011, at 9:00 a.m.  Plan confirmation objections are
due Sept. 15.

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

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

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

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

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

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

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

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

Class 7: Equity Holders    retained          N/A

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

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

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

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

                        About Gateway Hotel

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

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


GATEWAY HOTEL: Can Tap Woods and Dwyer as Accountants
-----------------------------------------------------
Judge James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona authorized Gateway Hotel LLC to employ Woods
and Dwyer as accountants.

The Debtor will pay Woods and Dwyer up to $1,000 for services
rendered and costs incurred.  Payment of fees in excess of $1,000
will be subject to further order of the Court.

                        About Gateway Hotel

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

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


GIORDANO'S ENTERPRISES: Franchise Owners Sued for Conspiracy
------------------------------------------------------------
Philip V. Martino, the trustee for Giordano's Enterprises Inc.,
commenced a lawsuit in bankruptcy court aiming to enjoin about 30
franchisees from interfering with sale efforts by refusing to pay
royalties.

Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that the lawsuit alleges that many franchise owners have
stopped making royalty payments and have even started cooking with
rogue ingredients that don't conform to the pizza chain's
standards, jeopardizing its reputation and hindering the broader
efforts to successfully reorganize the company.

The complaint on July 27 says the "royalty strike" by operators of
stores under franchise agreements is intended to force a sale to
the franchisees at a below-market price, according to Bill
Rochelle, the bankruptcy columnist for Bloomberg News.

The lawsuit, according to DBR, demands that franchise owners start
making royalty payments again, which funnel about $2 million
annually toward the company, and that the franchisees cook with
the proper ingredients they agreed to use in their franchise
agreements, which enable them to use secret Giordano's recipes and
trademarks.  The trustee also wants to enjoin the franchisees from
interfering with sale efforts by refusing to pay royalties,
according to the Bloomberg report.

The franchisees, the Bloomberg News points out, contend they are
excused from paying royalties by breaches of the franchise
agreements.  Bloomberg's Mr. Rochelle notes that the franchisees
might argue that the lawsuit can't be heard in bankruptcy court
under a decision in June from the U.S. Supreme Court in a case
called Stern v. Marshall.

According to DBR, nearly all of the company's 35 franchise owners
have pooled together money to put in a $30 million bid for the
restaurant chain's assets -- a price that falls below other
informal offers that the Chapter 11 trustee has come across while
gauging buyer interest in the company.  The Chapter 11 Trustee
expects the company to be sold by the end of the year.

DBR relates Chicago attorney Chester Foster Jr., Esq., who
represents about 30 of the dissenting franchise owners, wouldn't
respond to specific accusations but said he hopes to "work through
the bankruptcy process to try to achieve the best possible results
for Giordano's and for all of the individual franchise owners."

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino has been appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.  Mr.
Martino filed a $3,000,000 bond.


GLC LIMITED: Lease Decision Period Extended Until Sept. 26
----------------------------------------------------------
The Hon. Jeffery P. Hopkins extended until Sept 26. 2011, GLC
Limited's time to assume or reject the unexpired leases of non-
residential real property.

Ronald E. Gold, Esq., at Frost Brown Todd, LLC, explained in the
extension request that the Debtor is still in the process of
selling its inventory and other assets.  He said the Debtor's
leased retail stores and warehouses contain the majority of the
Debtor's assets -- making those locations crucial to the Debtor's
liquidation.

The Debtor, Mr. Gold tells the Court, is current on its
postpetition rent payments to the lessors of the Debtor's
nonresidential real property locations, and therefore no lessor
will be adversely affected by the extension.

                         About GLC Limited

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

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

Ronald E. Gold, Esq., at Frost Brown Todd LLC, serves as the
Debtor's bankruptcy counsel.  The Official Committee of Unsecured
Creditors in GLC Limited's Chapter 11 bankruptcy case has tapped
Morris, Manning & Martin, LLP, as counsel.


GLOBAL DIVERSIFIED: Deregisters Unsold Securities Under Plans
-------------------------------------------------------------
Global Diversified Industries, Inc., filed with the U.S.
Securities and Exchange Commission Post-Effective Amendments to
Form S-8 registration statements to deregister shares of its
common stock that were registered but were not sold under the
Employee Stock Option Incentive Plan and Non-Employee Directors
and Consultants Retainer Stock Option Plan.

                      About Global Diversified

Chowchilla, Calif.-based Global Diversified Industries, Inc., is a
holding company for two wholly owned subsidiaries, Lutrex
Enterprises, Inc., an entity which holds equipment and inventory
for the Company, and Global Modular, Inc., an entity which
provides sales, marketing, manufacturing and construction site
work of modular type structures.

The Company's balance sheet at Jan. 31, 2011 showed $15.30 million
in total assets, $10.60 million in total liabilities $9.14 million
in net preferred stock series D, $1.75 million in net preferred
stock series C, $3.04 million in net preferred stock series B, and
a $9.23 million total stockholders' deficit.

                           Going Concern

The Company has reoccurring losses and has generated negative cash
flows from operations which raises substantial doubts about the
Company's ability to continue as a going concern.  The
continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders and
creditors and the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations.  The Company plans to implement the
following policies to help alleviate the going concern issue
during the year ended April 30, 2011:

   * Raise additional money through the sale of equity securities
     and convertible instruments through our funding sources which
     provided the Company with over $6,000,000 of funding during
     the year ended April 30, 2010.

   * Some of the Company's preferred shareholders have redeemed
     their preferred stock and warrants prior to Jan. 31, 2011.

   * Focus on revenue generation, during the current year the
     Company spent a great deal of time acquiring discounted
     inventory and planning for possible acquisitions, during the
     year ended April 30, 2011 the Company plans to focus on
     revenue generation.

   * The Company believes its backlog at Jan. 31, 2011 will be
     recognizable and will provide a substantial improvement to
     earnings during the year ended April 30, 2011 and should
     decrease our dependence on the sale of equity and other
     instruments

The Company said there can be no assurance that it will be
successful at implementing the above plans, failure to implement
these plans could have a material impact on itself.


GOLDEN CHAIN: Has No Assets to Administer, Wants Case Dismissed
---------------------------------------------------------------
Golden Chain, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to dismiss its Chapter 11 case.

The Debtor relates that its only significant non-real estate asset
is the $100,000 purchase deposit from Al Levin, for his proposed
purchase of the Debtor's mining claims.  The Debtor will refund in
its entirety the $100,000 purchase deposit.

San Jacinto, California-based Golden Chain, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-
10793) on Jan. 10, 2011.  Thomas J. Polis, Esq., at Polis &
Associates, APLC, serves as the Debtor's bankruptcy counsel.
Stephen T. Cummings serves as special litigation counsel for the
Debtor.  The Company disclosed $10,539,890 in assets and $412,048
in liabilities as of the Chapter 11 filing.


GRANDE HOLDINGS: Case Transferred to Central District of Calif.
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court For The
Southern District Of New York transferred to the Bankruptcy Court
for the Central District of California the Chapter 15 case of The
Grande Holdings Limited, provisional liquidators appointed.

The transferee court is requested to hold a hearing on recognition
at its earliest possible convenience.

Plaintiffs-Creditors-- Fred Kayne, Stephen Kayne, Milton T. Okun,
Rosemary Okun, Don Wohl, Glen Tobias, Ken Berg, Robert A.
Bronstein, Bronstein Family Trust, Bruce Burnam, Kathleen A.
Cohen, William Corbett, Cutler Family Trust of 1989, Martin
Goldfarb, M.D., Richard Gunther, James Harpel, Richard L. Milsner,
Joel Rumm, D.V.M., Victor Scaravilli, Tri S. Partners, Dreilander
Beteilingung Objekt D L F 93/14-Walter Fink-KG, a Limited
Partnership Formed under the Laws of Germany, and Zwolfte
Dreilander Beteililigung DLF 92/12-Walker Fink-KG, a Limited
Partnership formed under the laws of Germany -- requested for the
transfer of venue.

The Plaintiffs-Creditors explained that venue in the Central
District of California would be consistent with both the interests
of justice and the convenience of the parties.  Many of the
Plaintiffs-Creditors, including the lead plaintiff, Fred Kayne,
reside there. Plaintiffs-Creditors' long-time counsel, Nagler &
Associates, has its office there as well.

The Plaintiffs-Creditors also requested that the Court defer
ruling on the Provisional Liquidators' petition for recognition of
foreign main proceeding, until after it has ruled on the motion.

The Plaintiffs-Creditors are represented by:

         ROBINSON BROG LEINWAND, GREENE GENOVESE & GLUCK, P.C.
         Robert R. Leinwand, Esq.
         875 Third Avenue, 9th Floor
         New York, NY 10022
         Tel: (212) 603-6300

         NAGLER & ASSOCIATES
         Charles Avrith, Esq.
         David F. Berry, Esq.
         2300 South Sepulveda Blvd.
         Los Angeles, CA 90064-1911
         Tel: (310) 473-1200
         Fax: (310) 473-7144

                       About Grande Holdings

The Grande Holdings Limited is an investment holding company,
holding shares and equity interests in various groups of
companies.  The principal activities of Grande's subsidiaries
consist of distribution of household appliances and consumer
electronic products and licensing of trademarks.  Grande and its
subsidiary companies own three global brands -- Nakamichi, Akai
and Sansui -- which are recognized for their wide range of audio-
visual equipment, consumer electronics and digital products.  The
products are distributed through its global network spanning Asia,
Africa, Europe, Oceania, the Middle East and the Americas.

Grande Holdings was originally incorporated in the Cayman Islands
on Sept. 5, 1990, but was discontinued and resumed under the laws
of Bermuda.  Grande has been registered in Hong Kong under Part XI
of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong,
and has its principal place of business at 12th Floor, The Grande
Building, 398-402 Kwun Tong Road, in Kowloon.

Fok Hei Yu and Roderick John Sutton, as provisional liquidators of
Grande Holdings, filed a petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 11-13119) on June 28,
2011, estimating $100 million to $500 million in assets and debts
for Grande.  The petitioners are represented by:

          Gerald C. Bender, Esq.
          Daniel S. Shamah, Esq.
          Jason A. Zimmerman, Esq.
          O'MELVENY & MYERS LLP
          7 Times Square
          New York, NY 10036
          Tel: (212) 326-2000
          Fax: (212) 326-2061
          E-mail: dshamah@omm.com
                  gbender@omm.com


GREEN EARTH: Expects to Report $7.5-Mil. Revenue for Fiscal 2012
----------------------------------------------------------------
Green Earth Technologies, Inc., announced preliminary revenue
results for its fiscal year and fourth quarter ended June 30,
2011.

The Company expects to report full-year revenues for fiscal 2011
of $7.5 million, up from $2.4 million in 2010, for a 209%
increase.  Total fourth quarter 2011 revenues are expected to be
approximately $3.8 million, up from $918,000 in the prior year
quarter, representing a 313% increase.

Leading the way to increased revenue were the company's flagship
brands, G-OIL(R) and G-CLEAN(R), which found expanded distribution
and a line extension throughout the U.S. as well as Canada and
Europe.

"2011 has proved to be a qualification year that allowed us to
establish a base to build our brand in both the retailer and quick
lube categories for 2012, while also proving consumers are willing
to put a domestically sourced bio-based biodegradable engine oil
into their cars," said Jeffrey Loch, President and CMO of Green
Earth Technologies.  "In addition, we could not be more excited
about G-OIL(R) being the first and only bio-based full synthetic
motor oil awarded API certification."

"Our preliminary revenue of $7.5 million for the fiscal year
demonstrates our operational capability to manage and service
significant customers such as Walmart, The Home Depot and ACE
Hardware and speaks volumes of our ability to execute," said Greg
Adams, Chief Operating Officer and CFO of Green Earth
Technologies.  "During fiscal 2011 we started production with our
manufacturer, Delta Companies Group, at an accelerated pace and
expect to produce predictable quarter-over-quarter revenue growth
with steady progression toward profitability."

On Sept. 15, 2011, the Company expects to report financial results
for the fiscal year and fourth quarter ended June 30, 2011, in
conjunction with its Form 10-K filing with the Securities and
Exchange Commission.

                  About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

The Company's balance sheet as of March 31, 2011, showed
$5,535,000 in total assets, $5,538,000 in total liabilities, all
current, and a stockholders' deficit of $3,000.

As reported in the Troubled Company Reporter on Oct. 4, 2010,
Friedman LLP, in East Hanover, N.J., expressed substantial doubt
about Green Earth Technologies' ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted that of the
Company's losses, negative cash flows from operations and its
limited ability to pay its outstanding liabilities through 2011.


JACKSON HEWITT: Committee Objects to Use of Cash Collateral
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Jackson Hewitt
Tax Service Inc., and its debtor-affiliates, objects to the
Debtors' proposed terms for use of cash collateral of secured
lenders, on these grounds:

   1. The Committee must be afforded an adequate opportunity to
      investigate the agent's and lenders' liens and claims and
      standing to assert challenges.

   2. The Committee's professionals should not be treated
      differently from the Debtors' professionals.

   3. The expenses for the lenders and the admin. agent for the
      secured lenders should be paid only in accordance with
      applicable Bankruptcy Law.

   4. The releases of the agent and lenders are too broad.

   5. Replacement liens and superpriority clams should not
      attach to or be paid from avoidance actions or proceeds.

   6. Information should be shared with the Committee.

The Committee is represented by:

         Michael R. Lastowski, Esq.
         Christopher M. Winter, Esq.
         DUANE MORRIS LLP
         222 Delaware Avenue, Suite 1600
         Wilmington, Delaware 19801-1659
         Tel: (302) 657-4900
         Fax: (302) 657-4901

                       About Jackson Hewitt

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent.  The Debtors also tapped Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

Duane Morris serves as counsel and BDO Financial serves as
financial advisors to the Official Committee of Unsecured
Creditors.

The Debtors filed a Joint Prepackaged Plan of Reorganization and
Disclosure Statement together with their petitions.  Under the
terms of the Plan, Jackson Hewitt's current secured lenders will
receive their pro rata share of a new $100 million term loan and
all of the equity in the reorganized enterprise.  The Company also
anticipates entering into a new $115 million revolving credit
facility upon consummation of the Plan.  It is anticipated that
upon consummation of the proposed Plan, Jackson Hewitt's new
equity will be privately held.  All of the Company's existing
common stock will be cancelled upon Jackson Hewitt's emergence
from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.  But the unsecured creditors won
an extra month to investigate the company's prepackaged
reorganization plan and secured resources for the effort after a
judge refused to place a hard cap on attorneys' fees.


JACKSON HEWITT: Has Authority to Tap Moelis as Investment Banker
----------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Jackson Hewitt Tax Service Inc.,
and its debtor affiliates to employ Moelis & Company LLC as
investment banker.

Among others, Moelis will assist the Debtors in identifying,
soliciting, evaluating and negotiating any restructuring
transaction, sale transaction, equity transaction or debt
transaction initiated by the Debtors or by a third party.

Prepetition, in March 2010, the Debtors retained Moelis to, among
other things, (a) assist with their efforts to find a replacement
refund anticipation loan financing commitment in time for the 2011
tax season, and (b) explore more comprehensive solutions to
restructure their secured debt.  Since the commencement of its
engagement, Moelis has familiarized itself with the Debtors'
business and operations by reviewing the Debtors' financial
condition and outlook, analyzing the Debtors' financial liquidity
and assisting in the development of financial data and
presentations to the Debtors' senior management, board of
directors and creditors.  Moelis has also provided strategic
advice relative to potential restructuring alternatives, including
extensive participation in negotiations and discussions with
certain creditor constituencies.

For the work during the Chapter 11 case, the Debtors will pay
Moelis according to this fee structure:

     (a) Monthly Fee

         A monthly cash fee equal to $150,000, payable in advance
         on the 3rd day of every month regardless of whether or
         not a Transaction has taken place or will take place.

     (b) Restructuring Fee

         A cash fee equal to $2 million, payable upon consummation
         of a Restructuring Transaction.  50% of the Restructuring
         Fee was paid prior to the Petition Date.  50% of all
         Monthly Fees paid since Sept. 3, 2010, will be credited
         towards the Restructuring Fee.

     (c) Sale Transaction Fee

         A cash fee equal to the greater of $3 million or 1% of
         the Transaction Value to be paid upon closing of a Sale
         Transaction.

     (d) Equity Transaction Fee

         A cash fee equal to 4% of the aggregate face value of
         new capital raised in an Equity Transaction that does
         not constitute a Sale Transaction, payable upon closing
         of the corresponding Equity Transaction.

     (e) Debt Transaction Fee

         A cash fee equal to 1.00% of the aggregate face amount
         of any new debt raised in a Debt Transaction, up to
         $500 million, plus 0.5% of the aggregate face amount
         of any new debt above $500 million, payable immediately
         upon the closing of the Debt Transaction.

     (f) RAL Transaction Fee

         A cash fee equal to 0.25% of either (a) the difference
         between the 2011 RAL Commitment and the amount of the
         Base Level RAL Program, if Republic Bank and/or River
         City Bank provides a commitment to the Debtors for a
         refund anticipation loan program for 2011, or (b) the
         aggregate face amount of a similar commitment, if
         provided by certain other financial institutions. In
         either case, the fee is payable immediately upon closing
         of the commitment.

The sum of all the fees in aggregate will not exceed $5 million
provided, however, any RAL Transaction Fee will not be included or
subject to the cap.  In the event the Sale Transaction Fee is
paid, Moelis will not be entitled to receive the Restructuring Fee
or the Equity Transaction Fee.  Conversely, in the event the
Restructuring Fee or the Equity Transaction Fee is paid, Moelis
will not be entitled to receive the Sale Transaction Fee.

Furthermore, 50% of any fees outstanding (excluding Monthly Fees)
earned in connection with a Transaction consummated in connection
with a prepackaged or pre-negotiated bankruptcy plan, after giving
effect to any crediting, will be earned and paid prior to the
commencement of the case and the other 50% will be earned and paid
upon consummation of such plan; however, if the plan is denied
confirmation, any fees already earned and paid in connection
therewith (excluding Monthly Fees) will be refunded to the
Debtors.

In addition to any fees payable to Moelis under the Fee Structure,
Moelis will charge the Debtors for all reasonable out-of-pocket
expenses incurred in connection with the engagement.

The parties also agree to indemnification provisions.

During the 90-day period preceding the Petition Date, the Debtors
made aggregate fee payments to Moelis of $1,587,500 and aggregate
expense reimbursements to Moelis of $21,656 as follows:

          $308,752 on March 15,
          $151,330 on April 5,
          $153,337 on May 6, and
          $995,737 on May 23

Steven Panagos, Managing Director and Vice Chairman, Restructuring
and Recapitalization of Moelis & Company LLC, attests that (a)
Moelis is a "disinterested person" within the meaning of
Bankruptcy Code section 101(14), as modified by Section 1107(b),
and holds no interest adverse to the Debtors or their estates in
connection with the matters for which Moelis is to be retained by
the Debtors, as required by Section 327(a), and (b) Moelis has no
connection with the Debtors, their creditors, the U.S. Trustee, or
other parties in interest in the chapter 11 cases.

The firm may be reached at:

          Steven Panagos
          Managing Director and Vice Chairman,
          Restructuring and Recapitalization
          MOELIS & COMPANY LLC
          399 Park Avenue, Fifth Floor
          New York, NY 10022
          Tel: (212) 883-3800
          Fax: (212) 880-4260
          E-mail: Steve.Panagos@moelis.com

The Official Committee of Unsecured Creditors, before entry of the
order approving the Moelis application, raised an objection
opposing the proposed compensation for the firm saying the
compensation appears to be for prepetition services already
rendered, for which the firm has already been compensated, while
the firm is not expected to perform material postpetition services
justifying further compensation.

The Committee went on to further complain that the indemnification
provisions require modification to comply with standards in the
Third Circuit and the monthly fees, transaction fees, and terms
for "new capital" or "capital transaction" fees are grossly
excessive and unreasonable and at a minimum should be reviewed
under Section 330 of the Bankruptcy Code.

A full-text copy of the employment application order is available
for free at http://ResearchArchives.com/t/s?7692

                        About Jackson Hewitt

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent.  The Debtors also tapped Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

BDO Financial serves as financial advisors to the Official
Committee of Unsecured Creditors.

The Debtors filed a Joint Prepackaged Plan of Reorganization and
Disclosure Statement together with their petitions.  Under the
terms of the Plan, Jackson Hewitt's current secured lenders will
receive their pro rata share of a new $100 million term loan and
all of the equity in the reorganized enterprise.  The Company also
anticipates entering into a new $115 million revolving credit
facility upon consummation of the Plan.  It is anticipated that
upon consummation of the proposed Plan, Jackson Hewitt's new
equity will be privately held.  All of the Company's existing
common stock will be cancelled upon Jackson Hewitt's emergence
from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.  But the unsecured creditors won
an extra month to investigate the company's prepackaged
reorganization plan and secured resources for the effort after a
judge refused to place a hard cap on attorneys' fees.


JACKSON HEWITT: Has Until Aug. 22 to File Schedules & Statements
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until Aug. 22, 2011, Jackson Hewitt
Tax Service Inc., et al.'s time to file their schedules of assets
and liabilities, schedules of current income and current
expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

The Court ordered that if the Chapter 11 plan is confirmed by
Aug. 22, the requirement to file the schedules and statements is
waived on a final basis.

The Debtors related that they sought further extension of the time
to file their schedules and statements because the Debtors are
still negotiating with the Committee regarding the plan.  The
confirmation hearing has been rescheduled for Aug. 8, 2011.

Under the terms of the Plan, holders of general unsecured claims
will receive no recovery.  Consequently, the Debtors do not plan
to establish a bar date in these chapter 11 cases.  Moreover, the
Debtors solicited acceptances of the Plan prior to the Petition
Date and received unanimous acceptance of the Plan from the
holders of secured senior credit facility claims -- the only class
entitled to vote.  Further, the Debtors are working with the
Committee on formal discovery with respect to Plan confirmation.
Accordingly, the schedules and statements will not serve the
purpose they serve in traditional chapter 11 cases.

                       About Jackson Hewitt

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent.  The Debtors also tapped Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

Duane Morris serves as counsel and BDO Financial serves as
financial advisors to the Official Committee of Unsecured
Creditors.

The Debtors filed a Joint Prepackaged Plan of Reorganization and
Disclosure Statement together with their petitions.  Under the
terms of the Plan, Jackson Hewitt's current secured lenders will
receive their pro rata share of a new $100 million term loan and
all of the equity in the reorganized enterprise.  The Company also
anticipates entering into a new $115 million revolving credit
facility upon consummation of the Plan.  It is anticipated that
upon consummation of the proposed Plan, Jackson Hewitt's new
equity will be privately held.  All of the Company's existing
common stock will be cancelled upon Jackson Hewitt's emergence
from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.  But the unsecured creditors won
an extra month to investigate the company's prepackaged
reorganization plan and secured resources for the effort after a
judge refused to place a hard cap on attorneys' fees.


HAWAII MEDICAL: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Hawaii Medical Center filed with the U.S. Bankruptcy Court for the
District of Hawaii (Honolulu), its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets             Liabilities
  ----------------              -------             -----------
A. Real Property                        $0
B. Personal Property           $74,713,475

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                   $65,674,549

E. Creditors Holding
   Unsecured Priority
   Claims                                              $310,275

F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $25,127,456
                               -----------          -----------
      TOTAL                    $74,713,475          $91,112,280

                  About Hawaii Medical Center

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

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

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the petition Dte, the aggregate outstanding
principal on the Prepetion MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is approximately $46,851,772.
The principal balance of the Prepetion MidCap Revolving Loan is
approximately $7,676,495.  The amount owed under the Prepetition
St. Francis Term Loan is approximately $39,175,277, secured by St.
Francis's first priority lien on, among other things, all real
property of the Debtors.

Through this Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

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

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


HAWAII MEDICAL: Can Access $14 Million MidCap DIP Financing
-----------------------------------------------------------
Hawaii Medical Center, et al., have obtained authorization from
the U.S. Bankruptcy Court for the District of Hawaii to obtain
postpetition financing of up to $14 million from MidCap Financial,
LLC, and enter into a postpetition amendment to the Prepetition
MidCap Revolving Loan Agreement dated Aug. 17, 2010.  The
Bankruptcy Court also authorized the Debtors to use cash
collateral, subject to the DIP Budget and the DIP credit
documents.

The Court orders that borrowings under the DIP Facility will be
secured by valid court-authorized (a) first priority perfected
priming security interests and liens in (i) all now existing and
hereafter acquired pre-petition and post-petition First Lien
Collateral, and (ii) subject to the approval set forth in a DIP
Order, proceeds from all causes of action under Chapter 5 of the
Bankruptcy Code, (b) junior security interests (subject only to
the prior perfected security interests of St. Francis) in the
Second Lien Collateral, (c) first priority security interests in
all encumbered property, and (d) all proceeds and products of the
foregoing.  The DIP Liens will be accorded super-priority
administrative claim priority status under Section 364(c)(1) of
the Bankruptcy Code.

The significant terms of the DIP Facility are:

    Borrower        :  Hawaii Medical Center, Hawaii Medical
                       Center East, and Hawaii Medical Center West

    DIP Lender      :  MidCap Financial LLC

    Senior DIP
    Credit Facility :  Senior secured debtor-in-possession
                       revolving credit facility to provide
                       ongoing working capital requirements and,
                       if authorized under any DIP Order, to pay
                       in full the Existing Indebtedness.

    Maximum Loan
    Amount          :  $14,000,000

    Term            :  The earlier of (a) 12 months from entry of
                       the Interim Order approving the DIP
                       Facility; or (b) the occurrence of a DIP
                       Credit Facility Termination Event.

    Interest        :  payable monthly in arrears at an annual
                       rate of 30-day, reserve adjusted, LIBOR
                       (subject to a 2.50% floor) plus 5.50%,
                       reset monthly.

A copy of the Cash Collateral Budget is available at:
http://bankrupt.com/misc/HAWAIIMEDICAL_cashcollateralbudget.pdf

                    About Hawaii Medical Center

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

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

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the petition Dte, the aggregate outstanding
principal on the Prepetion MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is approximately $46,851,772.
The principal balance of the Prepetion MidCap Revolving Loan is
approximately $7,676,495.  The amount owed under the Prepetition
St. Francis Term Loan is approximately $39,175,277, secured by St.
Francis's first priority lien on, among other things, all real
property of the Debtors.

Through this Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

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

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


HCA HOLDINGS: Reports $320 Million Net Income in Second Quarter
---------------------------------------------------------------
HCA Holdings, Inc., reported net income of $320 million on
$8.06 billion of revenue for the second quarter of 2011, compared
with net income of $378 million on $7.75 billion of revenue for
the second quarter of 2010.  The Company also reported net income
of $654 million on $16.11 billion of revenue for the six months
ended June 30, 2011, compared with net income of $854 million on
$15.30 billion of revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $23.87
billion in total assets, $31.41 billion in total liabilities and a
$7.53 billion total deficit.

"While the Company had favorable admissions growth during the
quarter, we experienced a shift in service mix from more complex
surgical cases to less acute medical cases.  This resulted in
lower than anticipated revenue growth and earnings," said Richard
M. Bracken, Chairman of the Board and Chief Executive Officer of
HCA.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/fS32Yx

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the twelve months
ended Sept. 30, 2010, the company recognized revenue in excess
of $30 billion.

                           *     *     *

As reported by the Troubled Company Reporter on July 29, 2011,
Moody's assigned a Ba2 (LGD 2, 27%) rating to HCA, Inc.'s offering
of senior secured first lien notes due 2020 and a B3 (LGD 5, 88%)
rating to the company's offering of senior unsecured notes due
2022. Moody's understands that proceeds from the offerings will be
used to fund the call of a portion of the company's second lien
notes.  Therefore, while Moody's does not expect any meaningful
change in the overall leverage of the company, certain LGD loss
estimates will be revised to reflect the reduction of second lien
debt from HCA's capital structure based on the ultimate amount
redeemed and the allocation of secured and unsecured debt raised
in this offering.  HCA's B1 Corporate Family and Probability of
Default Ratings remain unchanged.  The outlook for the ratings is
stable.

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with significant leverage.
Furthermore, the company has large debt maturities in future
periods, although the proposed note offering and call of a portion
of the second lien notes continues the progress to push those
maturities out. The rating also reflects Moody's consideration of
HCA's scale and position as the largest for-profit hospital
operator, which should aid in providing access to resources needed
in adapting to changes in the sector brought on by healthcare
reform legislation and aid in the company's ability to weather
industry pressures.  Finally, the rating incorporates Moody's
expectation that the company will take a more conservative
approach to the use of additional debt for shareholder initiatives
and continue to improve credit metrics through both EBITDA growth
and debt repayment.

On July 28, 2011, the TCR reported that Standard & Poor's assigned
HCA Inc.'s proposed $500 million senior notes due 2020 a 'BB'
issue-level rating.  "We also assigned the notes a debt recovery
rating of '1', indicating a very high (90% to 100%) recovery for
lenders in the event of a payment default," S&P related.

"At the same time, we assigned a rating of 'B-' to HCA's proposed
$500 million senior unsecured notes due 2022 and a recovery rating
of '6', indicating a negligible (0% to 10%) recovery for lenders
in the event of a payment default.  The company plans to use the
proceeds to refinance a portion of its existing second-lien debt,"
S&P said.

The speculative-grade rating on HCA reflects uncertain prospects
for third-party reimbursement, its highly leveraged financial risk
profile, and its historically aggressive financial policies.  It
also reflects recent weakness in earnings, influenced by an
adverse shift in service mix to less acute medical cases.  Still,
the company's relatively diversified portfolio of 164 hospitals
and 111 ambulatory surgery centers, generally favorable positions
in its competitive markets, and experienced management team
partially mitigate these risks and contribute to our assessment
that HCA has a fair business risk profile.  These factors help
protect the company from conditions that confront several of its
far smaller peers.


HCA HOLDINGS: Bank Debt Trades at 1% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 99.22 cents-on-the-
dollar during the week ended Friday, July 29, 2011, a drop of 0.21
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Nov. 6, 2013, and
carries Moody's Ba2 rating and Standard & Poor's BB rating.  The
loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                             About HCA

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the twelve months ended
Sept. 30, 2010, the company recognized revenue in excess of $30
billion.

                           *     *     *

As reported by the Troubled Company Reporter on July 29, 2011,
Moody's assigned a Ba2 (LGD 2, 27%) rating to HCA, Inc.'s offering
of senior secured first lien notes due 2020 and a B3 (LGD 5, 88%)
rating to the company's offering of senior unsecured notes due
2022. Moody's understands that proceeds from the offerings will be
used to fund the call of a portion of the company's second lien
notes.  Therefore, while Moody's does not expect any meaningful
change in the overall leverage of the company, certain LGD loss
estimates will be revised to reflect the reduction of second lien
debt from HCA's capital structure based on the ultimate amount
redeemed and the allocation of secured and unsecured debt raised
in this offering.  HCA's B1 Corporate Family and Probability of
Default Ratings remain unchanged.  The outlook for the ratings is
stable.

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with significant leverage.
Furthermore, the company has large debt maturities in future
periods, although the proposed note offering and call of a portion
of the second lien notes continues the progress to push those
maturities out. The rating also reflects Moody's consideration of
HCA's scale and position as the largest for-profit hospital
operator, which should aid in providing access to resources needed
in adapting to changes in the sector brought on by healthcare
reform legislation and aid in the company's ability to weather
industry pressures.  Finally, the rating incorporates Moody's
expectation that the company will take a more conservative
approach to the use of additional debt for shareholder initiatives
and continue to improve credit metrics through both EBITDA growth
and debt repayment.

On July 28, 2011, the TCR reported that Standard & Poor's assigned
HCA Inc.'s proposed $500 million senior notes due 2020 a 'BB'
issue-level rating.  "We also assigned the notes a debt recovery
rating of '1', indicating a very high (90% to 100%) recovery for
lenders in the event of a payment default," S&P related.

"At the same time, we assigned a rating of 'B-' to HCA's proposed
$500 million senior unsecured notes due 2022 and a recovery rating
of '6', indicating a negligible (0% to 10%) recovery for lenders
in the event of a payment default.  The company plans to use the
proceeds to refinance a portion of its existing second-lien debt,"
S&P said.

The speculative-grade rating on HCA reflects uncertain prospects
for third-party reimbursement, its highly leveraged financial risk
profile, and its historically aggressive financial policies.  It
also reflects recent weakness in earnings, influenced by an
adverse shift in service mix to less acute medical cases.  Still,
the company's relatively diversified portfolio of 164 hospitals
and 111 ambulatory surgery centers, generally favorable positions
in its competitive markets, and experienced management team
partially mitigate these risks and contribute to our assessment
that HCA has a fair business risk profile.  These factors help
protect the company from conditions that confront several of its
far smaller peers.


HCA HOLDINGS: Moody's Cuts Senior Secured Debt Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service downgraded the senior secured debt of
HCA Inc. to Ba3 (LGD 3, 32%) from Ba2 (LGD 2,27%) reflecting the
increase in the amount of secured debt in the capital structure
and the expected increase in the amount of second lien debt to be
called as a result of the upsizing of yesterdays note offering.
Moody's also affirmed HCA's B1 Corporate Family and Probability of
Default Ratings along with the ratings on the company's other debt
instruments.

On July 26, Moody's rated the company's offering of senior secured
notes Ba2 (LGD 2, 27%) and unsecured notes B3 (LGD 5, 88%) based
on the initial offering size of $1.0 billion in total debt. As a
result of HCA's significant upsizing of the offering, Moody's
issued a press release indicating that the rating on the company's
senior secured notes could be downgraded as a result of the
meaningful change in the capital structure, which was not
contemplated based on the initial offering size.

The downgrade of HCA's senior secured debt to Ba3 follows the
announcement that the company placed $3.0 billion of senior
secured notes due 2020 and $2.0 billion of unsecured notes due
2022. Proceeds of the offering are now expected to fund the call
of all of the company's second lien notes maturing 2016. Moody's
will withdraw the ratings on the second lien notes when the call
is completed.

Ratings downgraded:

Revolving credit facility expiring 2015, to Ba3 (LGD 3, 32%) from
Ba2 (LGD 2, 27%)

Senior secured term loan A-1 due 2012, to Ba3 (LGD 3, 32%) from
Ba2 (LGD 2, 27%)

Senior secured term loan A-2 due 2016, to Ba3 (LGD 3, 32%) from
Ba2 (LGD 2, 27%)

Senior secured term loan B-1 due 2013, to Ba3 (LGD 3, 32%) from
Ba2 (LGD 2, 27%)

Senior secured term loan B-2 due 2017, to Ba3 (LGD 3, 32%) from
Ba2 (LGD 2, 27%)

Senior secured term loan B-3 due 2018, to Ba3 (LGD 3, 32%) from
Ba2 (LGD 2, 27%)

Euro term loan due 2013, to Ba3 (LGD 3, 32%) from Ba2 (LGD 2, 27%)

$1,500 million first lien secured notes due 2019, to Ba3 (LGD 3,
32%) from Ba2 (LGD 2, 27%)

$1,250 million first lien secured notes due 2020, to Ba3 (LGD 3,
32%) from Ba2 (LGD 2, 27%)

$1,400 million first lien secured notes due 2020, to Ba3 (LGD 3,
32%) from Ba2 (LGD 2, 27%)

$3,000 million first lien secured notes due 2020, to Ba3 (LGD 3,
32%) from Ba2 (LGD 2, 27%)

First lien senior secured shelf, to (P)Ba3 from (P)Ba2

Ratings affirmed/LGD assessments revised:

Corporate Family Rating, B1

Probability of Default Rating, B1

ABL revolver expiring 2012, Ba1 (LGD 1, 1%)

$3,200 million second lien notes due 2016, to B2 (LGD 4, 67%) from
B2 (LGD 4, 65%) (will be withdrawn following completion of call)

$201.5 million second lien notes due 2017, to B2 (LGD 4, 67%) from
B2 (LGD 4, 65%)

$1,500 million second lien PIK notes due 2016, to B2 (LGD 4, 67%)
from B2 (LGD 4, 65%) (will be withdrawn following completion of
call)

Senior unsecured notes (various), to B3 (LGD 5, 85%) from B3 (LGD
5, 88%)

$2,000 million senior unsecured notes due 2022, to B3 (LGD 5, 85%)
from B3 (LGD 5, 88%)

Senior unsecured shelf, (P)B3

Senior unsecured HoldCo notes due 2021, B3 (LGD 6, 95%)

Speculative Grade Liquidity Rating, SGL-2

RATINGS RATIONALE

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with significant leverage.
Furthermore, the company has large debt maturities in future
periods, although the proposed note offering and call of all of
the second lien notes maturing in 2016 continues the progress to
push those maturities out. The rating also reflects Moody's
consideration of HCA's scale and position as the largest for-
profit hospital operator, which should aid in providing access to
resources needed in adapting to changes in the sector brought on
by healthcare reform legislation and aid in the company's ability
to weather industry pressures. Finally, the rating incorporates
Moody's expectation that the company will take a more conservative
approach to the use of additional debt for shareholder initiatives
and continue to improve credit metrics through both EBITDA growth
and debt repayment.

Given the continuing private equity sponsorship of HCA, Moody's
would have to become more comfortable that the company will
maintain a conservative financial profile, consistent with that
expected of the Ba3 rating, prior to it considering an upgrade of
the rating to that level. Additionally, Moody's would have to
expect a continuation of positive operating trends such that the
company is able to grow earnings or repay debt so that free cash
flow to debt reaches a sustainable level above 5% and debt/EBITDA
is maintained below 4.5 times.

If the company experiences a deterioration of operating trends,
for example, negative trends in same-facility adjusted admissions
or same-facility revenue per adjusted admission, Moody's could
downgrade the rating. Additionally, Moody's could downgrade the
ratings if the company were to incur additional debt to fund
shareholder distributions or acquisitions so that it expects
adjusted debt//EBITDA to be sustained at or above 5.0 times.

The principal methodology used in rating HCA was the Global For-
Profit Hospital Industry Methodology, published September 2008.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 164 hospitals and 111
freestanding surgery centers (including seven hospitals and 13
freestanding surgery centers that are accounted for using the
equity method) as of June 30, 2011. For the twelve months ended
June 30, 2011, the company recognized revenue in excess of $31
billion.


HCA HOLDINGS: Fitch Gives 'BB+' to HCA Inc.'s 1st Lien Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to HCA Inc.'s
proposed first lien senior secured notes due 2020 and a 'B/RR5'
rating to its proposed senior unsecured notes due 2022 (the
proposed notes). HCA expects to use the $1 billion proceeds to
redeem a portion of its second lien senior secured notes.

Fitch has also affirmed the 'B+' Issuer Default Rating (IDR). The
Rating Outlook is Stable. The ratings apply to approximately $25.3
billion of debt outstanding at June 30, 2011. A full rating list
is shown below.

Rating Rationale

   -- Recent balance sheet improvement through extension of 2012-
      2013 bank debt maturity wall and pay down of high-coupon
      debt with initial public offering (IPO) proceeds.

   -- Further deleveraging is expected to be nominal and
      acquisitions are expected to be the top priority for cash
      deployment.

   -- Fitch anticipates continued robust cash generation for HCA
      despite recent weakness in organic operating trends in the
      for-profit hospital sector.

Deleveraging Through IPO Proceeds and Operations

HCA and its private equity owners raised $3.8 billion in equity
proceeds through the company's March 2011 IPO. Proceeds to the
company were around $2.6 billion. HCA applied the proceeds to
reduce debt, initially paying down the balance outstanding on its
bank facility credit revolvers. In June 2011 the company redeemed
about $1.1 billion in second lien secured notes.

Fitch calculates total debt leverage of 4.4 times (x) for HCA at
June 30, 2011, reduced from 4.9x one year prior, due to a $1.5
billion reduction in total debt outstanding and about 7% year-
over-year growth in latest-12-month (LTM) EBITDA. HCA generates
very strong free cash flow (FCF), which could support further
deleveraging. However, since HCA's leverage is basically
consistent with its publicly traded peers, Fitch does not believe
that there is compelling financial incentive for the company to
reduce leverage much further.

Fitch projects year-end 2011 total debt leverage for HCA of about
4.4x. This is pro forma for the proposed notes and second lien
note redemptions. It also considers the effect of the company's
planned acquisition of the 40% equity ownership interest in its
Denver, Colorado HealthONE joint venture which HCA does not
already own. The company plans to initially fund the $1.45 billion
HealthONE purchase price through draws on the credit revolvers.
The acquisition is expected to close in third quarter 2011
(3Q'11).

Assuming that the $1 billion proposed notes are comprised of $500
million first lien secured notes and $500 million HCA Inc.
unsecured notes, Fitch calculates a bank debt leverage ratio for
HCA of 1.5x, first lien secured leverage of 2.3x, total secured
leverage through the second lien notes of 3.0x, leverage through
the HCA Inc. unsecured notes of 4.2x and through the HCA Holdings
unsecured notes of 4.4x. This is based on Fitch's calculated June
30, 2011 LTM EBITDA level of about $5.9 billion and is pro forma
for approximately $2 billion of second lien note redemptions
including $1.1 billion redeemed in 2Q'11 and $900 million to be
redeemed with proceeds of the proposed notes. It assumes an
outstanding credit revolver balance of $1.3 billion. It does not
consider incremental revolver draws to fund the planned HealthONE
acquisition.

HCA may elect to issue more of the $1 billion proposed notes on
the secured lien, increasing the secured leverage ratio. Per the
company's bank credit facility agreements, the primary limit on
secured debt issuance is a 3.75x first lien secured leverage ratio
test. First lien debt includes the bank credit facilities and the
first lien notes. This implies first lien secured debt capacity of
up to $21.9 billion at June 30, 2011. Prior to the proposed note
issuance, Fitch calculates a first lien secured leverage ratio of
2.2x based on about $13.2 billion of outstanding first lien debt.
This means the company has ample capacity to upsize the secured
portion of the proposed notes while maintaining room under the
leverage ratio test for the credit revolver draw to fund the
HealthONE acquisition.

Dividend Payments Impact LTM Cash Generation

Fitch calculates that HCA generated FCF (defined as cash from
operations less dividends, distributions and capital expenditure)
of negative $1.2 billion in the LTM period ended March 31, 2011.
This was significantly affected by the payment of $2.5 billion in
dividends to the company's private equity owners during the
period. Fitch's base case operating outlook for HCA, which
contemplates mid-single-digit top-line organic growth, and slight
expansion of the EBITDA margin, leading to low single-digit EBITDA
growth in the intermediate term, results in FCF generation of
about $1.2 billion annually. Fitch expects that HCA will likely
prioritize use of cash for hospital acquisitions as opposed to
further debt pay-down.

At March 31, 2011, HCA's liquidity was provided by about $3.9
billion of availability on the company's bank credit facilities
and $553 million of cash on hand. In June 2011, HCA drew about
$1.2 billion on the ABL credit facility to fund redemption of the
second lien notes, resulting in remaining revolver availability of
about $2.7 billion.

Capital Structure Transactions Improve Balance Sheet Flexibility

HCA executed amendments of its bank credit facilities in May 2011
which extended final maturity of about $3 billion of its term loan
maturities to 2016 and 2018, from 2012-2013, in exchange for a 100
basis point increase in pricing. Although this is a significant
improvement in the company's liquidity profile, there are still
some sizeable near-term maturities in the capital structure,
including $1.9 billion of unsecured notes and about $2.7 billion
of bank maturities in 2011-2013.

Debt maturities through 2014 include the following HCA Inc. bond
maturities: $900 million maturing in 2012, $1 billion maturing in
2013, and $600 million maturing in 2014. Term loan maturities
through 2014 pro forma for the May 2011 amendments include: $72
million in 2011, $445 million in 2012, $2.1 billion in 2013 and
$74 million in 2014. HCA has ample room under its bank facility
financial maintenance covenants. Fitch calculates that EBITDA
would have to decline by about 40% from the June 30, 2011 LTM
level to trip the 7.25x leverage covenant.

Offsetting the increased interest expense on the extended bank
term loan portion of its capital structure, HCA has recently
repaid some of its higher coupon debt. In June 2011 the company
used a portion of the IPO proceeds to redeem approximately $1.1
billion of the second lien notes including $1 billion of the
9.125% due 2014 and $108.5 million of the $310 million 9.875% due
2017. The company plans to redeem $900 million of the $1.578
billion 9.625%/10.375% toggle notes due 2016 with the proceeds of
the proposed notes. HCA's LTM EBITDA coverage of interest expense
equaled about 2.8x.

Debt Issue Ratings

Fitch has taken these actions on HCA's debt issue ratings:

HCA, Inc.

   -- IDR affirmed at 'B+';

   -- Senior Secured cash flow credit facilities affirmed at
      'BB+/RR1';

   -- Senior secured first lien notes affirmed at 'BB+/RR1';

   -- Senior secured second lien notes affirmed at 'BB+/RR1';

   -- Senior unsecured notes upgraded to 'B/RR5' from 'B-/RR6'.

HCA Holdings Inc.

   -- IDR affirmed at 'B+';

   -- Senior unsecured notes upgraded to 'B-/RR6 from 'CCC/RR6'.

The Recovery Ratings (RRs) reflect Fitch's expectation that the
enterprise value of HCA will be maximized in a restructuring
scenario (going concern), rather than a liquidation. Fitch uses a
7x distressed enterprise value multiple reflecting the low end of
recent acquisition multiples within the healthcare space. Fitch
stresses LTM EBITDA by 40%, considering post-restructuring
estimates for interest and rent expense and maintenance level
capital expenditure as well as debt financial maintenance covenant
requirements. Fitch assumes HCA would fully draw down its credit
revolvers before a restructuring. The recovery ratings are based
on the company's capital structure adjusted for the planned
redemption of $900 million of the second lien $1.578 billion
9.625%/10.375% toggle notes due 2016.

Fitch estimates the adjusted distressed enterprise valuation in
restructuring to be approximately $24.6 billion. The 'BB+/RR1'
rating for the secured debt reflects Fitch's expectations for 100%
recovery under a bankruptcy scenario. The 'B/RR5' rating on the
HCA Inc. unsecured notes reflects Fitch's expectations for
recovery in the 11%-30% range. The 'B-/RR6' rating on the HCA
Holdings, Inc. unsecured notes reflects expectation of 0%
recovery.

The debt issue ratings and expected recovery bands reflect Fitch's
assumption that the proposed notes will include $500 million first
lien secured notes and $500 million HCA Inc. unsecured notes.
There is the potential the company could upsize the secured
portion of the proposed notes. Based on the assumptions in Fitch's
recovery analysis, the company could issue the entire $1 billion
proposed notes on the first lien and maintain the current recovery
ratings.

Guidelines for Further Rating Actions

Maintenance of a 'B+' IDR will require debt-to-EBITDA generally
maintained between 4.0x and 4.5x. The Stable Outlook indicates
that despite some uncertainty around HCA's management of its
capital structure as a publicly traded company, Fitch believes its
likely debt will be maintained in this range over the medium term.
An upgrade to the 'BB' category would require a commitment by the
company to operate with leverage below 4.0x.

Fitch recognizes that there may be the increased potential for
event risk for HCA related to acquisitions now that the company
has successfully executed on its IPO strategy and as evidenced by
the planned HealthONE acquisition. Debt levels periodically
trending above 4.5x EBITDA could be tolerated at the 'B+' rating,
depending upon Fitch's assessment of the company's willingness and
ability to rapidly reduce debt shortly following a leveraging
acquisition.


HCA HOLDINGS: S&P Retains 'BB' Rating on $3-Bil. Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said the 'BB' issue-level
rating on Nashville, Tenn.-based HCA Inc.'s $3 billion senior
notes due 2020 remains unchanged. The notes also have a debt
recovery rating of '1' -- indicating a very high (90% to 100%)
recovery for lenders in the event of a payment default--which also
remains unchanged.

At the same time, the ratings on HCA's $2 billion senior unsecured
notes due 2022 also remain unchanged. The ratings are composed of
an issue rating of 'B-' and a recovery rating of '6', indicating a
negligible (0% to 10%) recovery for lenders in the event of a
payment default. The company will use the proceeds of both issues
to refinance nearly all of its second-lien debt. "The amounts the
company is issuing reflect an upsizing of the $500 million senior
secured and $500 million unsecured debt that we considered
yesterday. When the redemptions take place in late August, we will
raise the rating on the one second-lien debt issue that will
remain outstanding -- $202 million of second-lien debt due 2017 --
to 'BB' from 'BB-', and revise the recovery rating to '1' from
'2'. We base this revision on improved recovery prospects due to
the impact of the changes in the company's debt structure from
this revised refinancing activity," S&P related.

The speculative-grade ratings on HCA reflect uncertain prospects
for third-party reimbursement, the company's highly leveraged
financial risk profile, and its historically aggressive financial
policies. "It also reflects recent weakness in earnings,
influenced by an adverse shift in service mix to less acute
medical cases. Still, the company's relatively diversified
portfolio of 164 hospitals and 111 ambulatory surgery centers,
generally favorable positions in its competitive markets, and
experienced management team partly mitigate these risks,
contributing to our assessment that HCA has a fair business risk
profile. These factors help protect the company from conditions
that confront several of its far smaller peers," S&P said.

Ratings List

HCA Inc.
Corporate credit rating           B+/Stable/--
Senior Secured
  $3 bil. notes due 2020           BB
   Recovery rating                 1
Senior Unsecured
  $2 bil. notes due 2022           B-
   Recovery rating                 6


HEALTH ONE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Health One, Inc.
        P.O. Box 1637
        Jackson, MS 39215

Bankruptcy Case No.: 11-02595

Chapter 11 Petition Date: July 26, 2011

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Edward Ellington

Debtor's Counsel: John D. Moore, Esq.
                  301 Highland Park Cv, Suite B (39157)
                  P.O. Box 3344
                  Ridgeland, MS 39158-3344
                  Tel: (601) 853-9131
                  Fax: (601) 853-9139
                  E-mail: john@johndmoorepa.com

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

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

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

The petition was signed by Burns H. McFarland, president.


HERITAGE LAND: Counsel's Fees Rejected Due to Conflict of Interest
------------------------------------------------------------------
Bankruptcy Judge Paul Mannes denied the request of Marc A. Ominsky
and Chaifetz & Coyle, PC, for payment of $12,510 for work done on
behalf of debtors Heritage Land LLC and Good Luck Condominiums
LLC, due to actual conflict of interest.  Virginia Commerce Bank,
which sought and obtained an order voiding the firm's employment
in the Debtors' cases, pointed out that the firm represented
Thomas A. Norris and Elizabeth Norris, holders of majority of the
unsecured claims against the Debtors' estates, in state court
actions.  The firm sought to vacate a confessed judgment in excess
of $5 million against various entities entered in an action
entitled Virginia Commerce Bank v. Riverdale Woods, LLC, et al.,
Case No. 339464-V in the Circuit Court for Montgomery County,
Maryland, as well as a confessed judgment for $2 million in an
action entitled Virginia Commerce Bank v, Good Luck Condominiums,
LLC, et al., Case No. 339463-V, also in the Circuit Court for
Montgomery County, Maryland.  According to Judge Mannes, while no
opposition to the firm's fee request was filed by either the
Chapter 7 Trustee or the Office of the United States Trustee, the
court has the power and the duty to review all fee applications,
notwithstanding the absence of objections.  A copy of Judge
Mannes' July 28, 2011 Memorandum of Decision is available at
http://is.gd/zdcBbZfrom Leagle.com.

Good Luck Condominiums, LLC, and Heritage Land, LLC, filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case Nos. 10-36929 and
10-36934) on Nov. 29, 2010.  The cases are jointly administered.
Marc A. Ominsky, Esq. -- marc_ominsky@verizon.net -- at law
offices of Chaifetz & Coyle, PC, served as the Debtors' counsel.
Good Luck Condos scheduled $5,600,272 in assets and $4,448,751 in
debts.  Heritage Land estimated under $1 million in both assets
and debts.  The petitions were signed by Thomas Norris, managing
member.  At the Debtors' behest, their cases were converted to
cases under Chapter 7 by order entered Feb. 10, 2011.


HEXCEL CORPORATION: Moody's Upgrades Corporate Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default ratings of Hexcel Corporation to Ba2 from
Ba3. The rating outlook is Stable. Moody's also assigned a first
time speculative grade liquidity rating of SGL-3, indicating a
near term adequate liquidity profile.

Ratings Upgrades and Assessment Changes:

   Issuer: Hexcel Corporation.

   -- Probability of Default Rating, to Ba2 from Ba3

   -- Corporate Family Rating, to Ba2 from Ba3

   -- $75 million Senior Subordinated Global Notes, to B1 (LGD6,
      93%) from B1 (LGD5, 70%)

Assignments:

   Issuer: Hexcel Corporation.

   --  Speculative Grade Liquidity Rating, Assigned SGL-3

RATINGS RATIONALE

The upgrade reflects Hexcel's strong improvement to operating
performance over the past year. Operating profit margins were
about 12% (inclusive of Moody's standard accounting adjustments)
in the twelve months to June 30, 2011, near an all-time high -
resulting from high sales volumes and good cost controls. Moody's
anticipates sustained revenue and profit growth over the next
year, particularly as commercial airplane programs enter service
with significantly higher levels of composite materials (carbon
fibers and structural prepegs) in primary and secondary
structures, interiors and engines. The strong recovery in
commercial aircraft orders, which has continued in the first half
of 2011, provides some durability to continued performance
improvement. As well, Moody's believes that Hexcel will adequately
manage the accelerated build rates that have been announced by the
airframe manufacturers, with no undue strain on manufacturing
processes or facilities.

Strong operating performance has produced some credit metrics
(Debt to EBITDA of 1.8 times and Retained Cash Flows to Debt of
50.0%) that are at the high end of the Ba2 rating category. Hexcel
reduced its funded debt by about $80 million in the first half of
2011, through the redemption of $150 million of the subordinated
notes (funded in part through drawing on its revolving credit
facility). Moody's believes that Hexcel will maintain Debt to
EBITDA below 2.0 times and Retained Cash Flows to Debt above 40%
in fiscal 2011, with anticipated earnings growth and lower debt
levels.

The large backlog of airplanes that will utilize Hexcel's
composite materials, particularly Boeing's B787 Dreamliner (more
than 800 on order) and Airbus' A350XWB (more than 550 on order),
provides good forward visibility to revenues. Other programs with
significant use of Hexcel's composites include Airbus' A380 and
Boeing's B747-8 commercial aircraft, and military aircraft
programs such as the F-35 Joint Strike Fighter, A400M transport
aircraft and V22 Osprey helicopter. Hexcel's has long-term
supplier agreements in place with Boeing and Airbus (about 31% and
24% of fiscal 2010 sales were made to Boeing and Airbus or their
related subcontractors, respectively), insulating the company from
some competitive pressures.

The B1 rating for Hexcel's senior subordinated notes
("subordinated notes") is unchanged, reflecting the changes to
Hexcel's capital structure with the recent redemption of $150
million of the subordinated notes partly funded with borrowings
under the bank revolver. Because the redemption resulted in less
subordinated debt and more senior secured debt in the capital
structure, the expected recovery for the subordinated notes is now
lower, notwithstanding Hexcel's lower default probability.

The assignment of an SGL-3 speculative grade liquidity rating
reflects Hexcel's adequate liquidity, supported by cash on hand of
about $55 million as of June 30, 2011 (from about $117 million at
December 31, 2010) and Moody's expectation that the company will
swing to free cash flow break-even over the next several years
from free cash flow positive. The swing will be due to higher
required capital spending to ramp-up for growth in the commercial
aerospace programs, in particular the A350XWB. Liquidity is
supported by current availability under the revolving credit of
about $210 million, as well as the absence of meaningful debt
maturities over the next several years.

The stable outlook reflects Moody's expectation that Hexcel should
maintain it adequate liquidity profile and strong credit metrics
over the medium term, particularly with continued strong aerospace
industry fundamentals. The rating could be raised if a continued
strong operating environment, and a successful introduction of the
new airplane programs with high composites use, leads to more
imminent prospects for sustained free cash flow generation and
improvements to Hexcel's liquidity profile. Debt to EBITDA
sustained below 1.5 times and EBIT to interest sustained above 7.0
times could also lead to upwards ratings pressure.

The principal methodology used in rating Hexcel was the Global
Aerospace and Defense Industry Methodology published in June 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.

Hexcel Corporation ("Hexcel"), headquartered in Stamford, CT, is a
leading manufacturer of high-performance structural materials
whose products include carbon fibers, reinforcements for
composites, adhesives and composite structures used in: commercial
aerospace, space and defense, and industrial sectors.


HOLDINGS GAMING: S&P Puts 'CCC' Corp. Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including its 'CCC' corporate credit rating on Pittsburgh-based
Holdings Gaming Borrower L.P. on CreditWatch with positive
implications. "The CreditWatch listing indicates we believe there
is a 50% chance of an upgrade on completion of our review," S&P
related.

"The positive CreditWatch listing reflects our view that given
improved operating performance in recent quarters -- largely due
to the July 2010 addition of table games in Pennsylvania-cash flow
will be sufficient to meet fixed charges in the intermediate
term," explained Standard & Poor's credit analyst Jennifer Pepper.
Further, operating improvement likely better positions HGB to
potentially pursue a refinancing that would alleviate the
company's current interest burden. Still, given the substantial
level of noncash interest that will accrue, it remains unclear
whether HGB's capital structure is sustainable over the long term.

"We expect to resolve the CreditWatch within the next few weeks
after reviewing second-quarter results with HGB management and
updating our intermediate-term performance expectations," S&P
related.

"If we raise the rating," said Ms. Pepper, "it will be by only one
notch given uncertainties that remain about the company's longer
term plan to address its burgeoning noncash PIK debt."


HYMAN FAMILY: Closes Susie's Deals Store in Garden Grove
--------------------------------------------------------
Inland News Today reports that Susie's Deals has shut down in
Garden Grove, California.  The location is no longer listed on its
website.  The company has previously closed its Fullerton store
and the Anaheim store which opened just a year ago.

                      About Hyman Family L.P.

Susie's Deals, based in Ontario, California, is a chain of more
than 70 stores founded in 1974 by Susan Hyman and her three
brothers-Stephen, Howard and David.

Hyman Family L.P., doing business as Susie's Deals, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-20827) on
April 1, 2011.  David B. Golubchik, Esq., and Krikor J.
Meshefejian, Esq., at Levene Neale Bender Rankin & Brill LLP, in
Los Angeles, represent the Debtor in the Chapter 11 case.  The
Debtor estimated $1 million to $10 million in assets and debts as
of the Chapter 11 filing.


IMUA BLUEHENS: Files Schedules of Assets & Liabilities
------------------------------------------------------
Imua Bluehens LLC filed with the Hon. Robert J. Faris of the U.S.
Bankruptcy Court for the District of Hawaii its schedules of
assets and liabilities, and statements of financial affairs,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $12,000,000
  B. Personal Property              $169,600
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,765,112
  E. Creditors Holding
     Unsecured Priority
     Claims                                            10,797
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,432,551
                                 -----------      -----------
        TOTAL                    $12,169,600      $16,208,460

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

Honolulu, Hawaii-based Imua Bluehen, LLC, owns the Laniakea Plaza,
a commercial retail operation.  Imua Bluehens filed for Chapter 11
bankruptcy (Bankr. D. Hawaii Case No. 11-01721) on June 17, 2011.
Judge Robert J. Faris presides over the case.  In its petition,
the Debtor estimated assets and debts of $10 million to
$50 million.  The petition was signed by James K. Kai, manager.


INTEGRA BANK NA: Closed; Old National Bank Assumes All Deposits
---------------------------------------------------------------
Integra Bank, National Association, of Evansville, Ind., was
closed Friday, July 29, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Old National
Bank of Evansville, Ind., to assume all of the deposits of Integra
Bank, National Association.

The 52 branches of Integra Bank, National Association, will reopen
during their normal business hours as branches of Old National
Bank.  Depositors of Integra Bank, National Association, will
automatically become depositors of Old National Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of Integra Bank, National Association, should continue
to use their existing branch until they receive notice from Old
National Bank that it has completed systems changes to allow other
Old National Bank branches to process their accounts as well.

As of March 31, 2011, Integra Bank, National Association, had
around $2.2 billion in total assets and $1.9 billion in total
deposits.  Old National Bank will pay the FDIC a premium of 1.0%
to assume all of the deposits of Integra Bank, National
Association.  In addition to assuming all of the deposits of the
failed bank, Old National Bank agreed to purchase essentially all
of the assets.

The FDIC and Old National Bank entered into a loss-share
transaction on $1.2 billion of Integra Bank, National
Association's assets.  Old National Bank will share in the losses
on the asset pools covered under the loss-share agreement.  The
loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers.  For more information on loss share, please visit:

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

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-830-6698.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $170.7 million.  Compared to other alternatives, Old
National Bank's acquisition was the least costly resolution for
the FDIC's DIF.  Integra Bank, National Association, is the 61st
FDIC-insured institution to fail in the nation this year, and the
first in Indiana.  The last FDIC-insured institution closed in the
state was Irwin Union Bank and Trust Company, Columbus, on
September 18, 2009.


IPREO HOLDINGS: S&P Lifts Rating on Sr. Sec. Facilities to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised the preliminary ratings
on Ipreo Holdings LLC's proposed senior secured credit facilities
to 'BB-' from 'B+' and revised the preliminary recovery rating to
'1' from '2'. "The '1' recovery rating indicates our expectation
of very high (90% to 100%) recovery for senior secured debtholders
in the event of a payment default. The proposed senior secured
credit facilities now consist of a $115 million term loan due 2017
and a $20 million revolver due 2016. We revised the preliminary
recovery rating based on the decrease in senior secured debt and
an increase in mezzanine borrowings," S&P related.

"Our preliminary 'B' corporate credit rating on Ipreo reflects our
view that the company will have stable revenue in 2011, despite a
decline in new municipal bond issuance volume. In our opinion,
Ipreo's business risk profile is weak, because of a narrow
business profile and revenue sensitivity to volatile financial
markets. We regard the financial risk profile as highly leveraged,
based on the company's increased interest expense burden and high
lease-adjusted debt to EBITDA ratio of 6.6x, based on 2010 EBITDA,
following the proposed transaction," S&P stated.

Ipreo provides financial data, deal-related information, and
investor communications tools to investment banks and companies.
The company has a heavy reliance on financial markets, and
municipal debt markets in particular. A decline in debt and equity
issuance transactions would have negative repercussions for the
company's Capital Markets segment (54% of 2010 revenue). A high
percentage of subscription-based revenue in Ipreo's non-Capital
Markets business lines offers a degree of stability. A cutback in
state and local government debt issuance has caused municipal bond
issuance volume to decline sharply in 2011. Ipreo faces the risk
of competition from much larger competitors with greater financial
resources, and a greater ability to withstand downturns.

"We expect the embedded nature of Ipreo's software products and
services and expanding market opportunities will allow it to
increase revenue in 2012, once declines in municipal bond issuance
volumes subside. We expect high-margin municipal-related revenue,
which was 28% of 2010 revenue, could be down about 30% in 2011.
Revenue and EBITDA (before noncash stock compensation expense)
grew 15% and 38%, respectively, in 2010. For 2012, we have assumed
that revenue could grow at a low-double-digit percent rate due to
a slow recovery in municipal bond issuance volume and double-digit
percent rate growth at Ipreo's other business segments. The
company's EBITDA margin (before noncash stock compensation) was
26.3% for the 12 months ended Dec. 31, 2010. Because of declines
in higher margin Capital Markets revenue related to the decline
in municipal bond issuance volume, we expect the margin could
contract about 200 basis points in 2011, but will likely recover
in 2012," S&P related.

Pro forma for the transaction, the ratio of lease-adjusted debt to
EBITDA (before noncash stock compensation) was 6.6x as of Dec. 31,
2010, which could increase to the low-7x area in 2011 based on
unfavorable business mix trends. "Adjusted leverage is in line
with the indicative financial risk debt/EBITDA threshold of 5x or
greater that characterizes a highly-leveraged financial risk
profile based on our criteria. Pro forma EBITDA coverage of
interest expense was adequate, at roughly 1.5x. The company
converted roughly 78% of EBITDA to discretionary cash flow for the
12 months ended Dec. 31, 2010. For the next 12 months, pro forma
for a full year of increased interest expense under the new
capital structure, we expect conversion to be in the 10% area,"
S&P related.

Ipreo's liquidity sources are adequate for its uses over the next
12 to 18 months, in S&P's opinion. Relevant factors and
assumptions supporting S&P's liquidity assessment are:

    "We expect that the company's sources of liquidity (including
    cash and facility availability) over the next 12-18 months
    will exceed its uses by 1.2x or more. The company has minimal
    maturities over the intermediate term," S&P related.

    "We would expect net sources to remain positive even in the
    event that EBITDA declines by more than 20%," S&P said.

    Compliance with financial covenants could survive a 15%-20%
    drop in EBITDA, in S&P's view.

    "Because of the company's good conversion of EBITDA to
    discretionary cash flow, we believe it could absorb low-
    probability, high-impact shocks," S&P related.

"Liquidity sources as proposed under the transaction include cash
balances of $5 million, access to an undrawn $20 million revolving
credit facility, and about $10 million to $15 million of funds
from operations based on our expectations for the next 12 months.
Uses of liquidity over the next 12 months include roughly $5
million of capital expenditures and minimal debt amortization.
Debt maturities are minimal and consist of amortization on the
term loan ($1.15 million per year). The company's undrawn
revolving credit facility comes due in 2016. Under our base case
scenario, we expect Ipreo's discretionary cash flow to be modestly
positive, despite a higher interest burden, in the area of $5
million to $10 million over the next 12 months," S&P said.

The proposed revolving credit facility contains a leverage
covenant, net of cash, that applies if the company draws on its
revolving or swingline loans, or issues letters of credit. "We
expect covenants will be set with a minimum 25% EBITDA cushion of
compliance," S&P related.

"The stable outlook reflects our view that despite a significant
interest burden, Ipreo should be able to generate positive
discretionary cash flow and possibly reduce its leverage over the
medium term. If the company applies a portion of its cash flow to
debt reduction, we could raise the rating over the medium term.
More specifically, if the company reduces lease-adjusted total
debt to EBITDA to less than 5.5x we could raise the rating,
assuming no deterioration in business performance. EBITDA growth
of 15% combined with debt repayment of about $10 million could
result in leverage declining to 5.5x. On the other hand, adverse
financial market developments or macroeconomic trends that squeeze
revenue, EBITDA, and discretionary cash flow, especially if the
EBITDA cushion of compliance with the revolver covenant narrows to
less than 15%, could lead us to lower the rating," S&P stated.

Ratings List
Ipreo Holdings LLC
Corporate credit rating    B(prelim)/Stable/--

Upgraded
                            To               From
Ipreo Holdings LLC
Senior secured             BB-(prelim)      B+(prelim)
   Recovery rating          1(prelim)        2(prelim)


IRVINE SENSORS: Sells $750,000 of 12% Secured Convertible Note
--------------------------------------------------------------
Irvine Sensors Corporation, on July 19, 2011, issued and sold to
an accredited investor a 12% Subordinated Secured Convertible Note
due Dec. 23, 2015, in the aggregate principal amount of $750,000.

In connection with the issuance of the Note, the Investor also
became a party to the existing Security Agreement and Second
Omnibus Amendment.  The liens securing the Note are subordinate to
the liens securing the indebtedness of the Company to Summit
Financial Resources, L.P., under that certain Financing Agreement
dated as of June 16, 2009, and subordinate to the liens securing
those certain 12% Senior Subordinated Secured Promissory Notes due
March 16, 2013, held by Costa Brava and Griffin, and the Note is
subordinate in right of payment to that certain Secured Promissory
Note dated April 14, 2010, issued by the Company to Timothy
Looney.

                       About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended Oct. 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended Sept. 27, 2009.


JAMES RIVER: McCoy Elkhorn Receives Imminent Danger Order
---------------------------------------------------------
The Dodd-Frank Wall Street Reform and Consumer Protection Act
was enacted on July 21, 2010.  Section 1503 of the Act contains
new reporting requirements regarding mine safety, including
disclosing on a Current Report on Form 8-K the receipt of an
imminent danger order under section 107(a) of the Federal Mine
Safety and Health Act of 1977 issued by the federal Mine Safety
and Health Administration.

On July 20, 2011, McCoy Elkhorn Coal Corporation, a subsidiary of
James River Coal Company, received an imminent danger order under
section 107(a) of the Mine Act stating that the plant operator was
observed on top of a preparation plant machine that was not locked
and tagged out but was energized.  The plant operator was removed
from the machine and trained which terminated the order.

                          About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company's balance sheet at March 31, 2011, showed
$1.42 billion in total assets, $971.53 million in total
liabilities, and $452.41 million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JEFFERSON COUNTY, AL: Delays Chapter 9 Vote for One Week
--------------------------------------------------------
Commissioners for Jefferson County, Ala., called off a vote
Thursday on whether to file for a Chapter 9 bankruptcy to allow
for settlement discussions with bondholders owed $3.2 billion for
a sewer overhaul.

Samuel Howard at Bankruptcy Law360 reports that the commission
scrapped its anticipated meeting and obtained a weeklong extension
of the standstill period, suggesting that the county and its Wall
Street creditors could refinance the bond debt and avoid what
would be the largest municipal bankruptcy on record.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bondholders gave Jefferson County, Alabama, a new
offer to cut debt on sewer bonds by a third.  In return, the
county commissioners canceled a meeting that would have been held
July 29 to vote on filing for municipal reorganization under
Chapter 9 of federal bankruptcy laws.

According to The Associated Press, County Commissioner Jimmie
Stephens, who oversees county finances, said the creditors'
response was "not real close" to the county's latest proposal for
paying down the debt.  But he said it was within striking
distance.

                     About Jefferson County

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

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

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


LEE ENTERPRISES: Bank Debt Trades at 17% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Lee Enterprises,
Inc., is a borrower traded in the secondary market at 82.96 cents-
on-the-dollar during the week ended Friday, July 29, 2011, an
increase of 0.21 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 50 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Dec. 23, 2012.  Moody's has withdrawn its rating on the bank debt.
The loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on May 16, 2011,
Standard & Poor's lowered its preliminary corporate credit rating
on Davenport, Iowa-based Lee Enterprises, Inc., to 'B-' from 'B'.
The rating outlook is negative.

"The downgrade is based on the company's significant near-term
maturities and our belief that alternative refinancing options
will likely be costly," said Standard & Poor's credit analyst Hal
F. Diamond.  "We withdrew our 'B' preliminary issue rating on Lee
Enterprises' proposed $680 million first-lien senior secured notes
due 2017 with a preliminary recovery rating of '3' (also
withdrawn), indicating our expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default," S&P
related.

Lee Enterprises, Inc., headquartered in Davenport, Iowa, is a
provider of local news, information and advertising in primarily
midsize markets, with 49 daily newspapers and a joint interest in
four others, digital products and nearly 300 specialty
publications in 23 states.  Revenue for the 12 months ended
December 2010 was approximately $780 million.


LEHMAN BROTHERS: Delays Form 10-Q for May 2011 Quarter
------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed with the U.S. Securities
and Exchange Commission that it is not timely in filing its
Quarterly Report on Form 10-Q for the fiscal quarter ended
May 31, 2011.  The Company said it is unable to file at this time
because of (1) its voluntary petition for relief under Chapter 11
of the United States Code; the commencement of various
administrative or civil rehabilitation proceedings of
subsidiaries comprising significant parts of its European and
Asian businesses; (3) the sale since September 15, 2008 of
significant businesses comprising its historical business; and
(4) the completion on May 4, 2009 of the transfer to Neuberger
Berman Group LLC of its investment management business.

As a result of these developments, the Company said it is
currently unable to complete the preparation of its consolidated
financial statements for the period in as much as it currently
has neither access to major components of its internal systems
nor the ability to prepare its consolidated financial statements
and the remainder of the report, with all the required
disclosures, to have them properly certified by its current
executive officers, and have them reviewed by its independent
auditors.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: LCPI Drops Motion to Enforce Stay vs. SunCal
-------------------------------------------------------------
Lehman Commercial Paper Inc. dropped its motion to enforce the
automatic stay against a group of land developers including
SunCal Communities III LLC and SCC Communities LLC.

LCPI filed the motion in May 2011 to avoid the disallowance of
its claims against the SunCal group.  The move came after the
group urged a bankruptcy court in California, which handles its
Chapter 11 cases, to disallow the claims.

The claims are on account of the $1.7 million loans that the
company, along with Lehman ALI Inc. and other lenders, provided
to the SunCal group.  The loans are secured by real estate and
other properties owned by the group.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: U.S. Bank Allowed to Foreclose on Hawaii Land
--------------------------------------------------------------
U.S. Bank National Association represents that it is the current
holder of a mortgage executed on June 2, 2006, by Romeo Fernandez
Andres, Jr. and Melicia Magsandie Tabuyo Ulep, as mortgagors in
favor of Debtor BNC Mortgage LLC, and transferred to Mortgage
Electronic Registration Systems, Inc., as nominee for BNC, as
security for the repayment of the original principal sum of
$584,000 due under a note.  The Mortgage granted MERS, as nominee
for BNC, a security interest in certain real property located at
1182 Manuwa Dr., in Honolulu, Hawaii.

U.S. Bank also represents that the Mortgage was assigned to U.S.
Bank and that it is the Trustee for SAIL 2006-BNC3, and that SAIL
2006-BNC3 is the current holder of the Note.

The Debtors have determined that there was a junior lien on the
Property held by MERS, as nominee for BNC, securing the repayment
of $146,000 due under a note.

U.S. Bank represents that it initiated a foreclosure proceeding
against the Property in the Circuit Court of the First Circuit,
State of Hawaii on November 9, 2009.

The Debtors have reviewed BNC's records and determined that BNC
previously transferred its interests in the Mortgage and the
Second Mortgage to Lehman Brothers Bank, FSB, now known as Aurora
Bank FSB, on or about July 24, 2006, and that, thereafter, the
Mortgage and the Second Mortgage were further transferred to
Lehman Brothers Holdings Inc. on or about August 25, 2006, then
to Structured Asset Securities Corporation on or about August 25,
2006, and finally to SAIL 2006-BNC3, a non-debtor securitization
trust on or about August 25, 2006.

As a result of the transfers, neither BNC nor any of the other
Debtors held a direct interest in the Mortgage or the Second
Mortgagee as of the Petition Date.

Due to the Debtors' usage of MERS as nominee, however, a record
of the BNC's former interest in the Mortgage and the Second
Mortgages may remain on the local property records, creating an
impediment to U.S. Bank's acquisition of insurable title to the
Property.

Accordingly, the Debtors and U.S. Bank asks the Court to approve
a stipulation partially modifying the automatic stay in BNC's
Chapter 11 case to allow U.S. Bank to exercise its non-bankruptcy
rights and remedies as to the Property including, but not limited
to, foreclosure.

U.S. Bank is represented by:

         Thomas J. Berger, Esq.
         Steven T. Iwamura, Esq.
         CLAY, CHAPMAN, IWAMURA, PULICE & NERVELL
         700 Bishop Street, Suite 2100
         Honolulu, Hawaii 96813
         Tel: (808) 535-8400

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEXICON UNITED: Vela and ZUG Ink Pact to Convert 8.87MM B Shares
----------------------------------------------------------------
Accres Holding, Inc., formerly known as Lexicon United
Incorporated, acquired Accres Global AG, from Vela Heleen Holding
GMBH and ZUG Investment Group AG for 8,875,021 Series B Preferred
Shares of Lexicon, each Preferred Shares is convertible to ten
Common Shares of the Company and have the voting power equal to
ten Common Shares of the Company.

On July 22, 2011, Vela Heleen Holding GMBH and ZUG Investment
Group AG signed a Series B Preferred Stock Conversion Agreement to
convert their 8,875,021 Series B Preferred Shares, $0.001 par
value of the Company for 88,750,210 Common Shares, $0.001 par
value of the Company.

                       About Lexicon United

Austin, Tex.-based Lexicon United Incorporated and its subsidiary,
ATN Capital e Participacoes Ltd., a Brazilian limited company, are
engaged in the business of purchasing, managing and collecting
defaulted consumer receivables for its own account and managing,
collecting and servicing portfolios of defaulted and charged-off
account receivables for large financial institutions in Brazil.
These receivables are acquired from consumer credit originators,
primarily credit card issuers in Brazil.

On July 15, 2011, Lexicon completed its acquisition of Accres
Global AG, from Vela Heleen Holding GMBH and ZUG Investment
Group AG.  Accres Global AG is engaged in the trade in rough and
polished diamonds.  Accres has a unilateral, non-negotiable
contract with Accres Mineral Trading BVBA, based in the diamonds
city of Antwerp and with Mostland International FZC, based in
Dubai, the United Arab Emirates

As reported in the Troubled Company Reporter on May 25, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company continues to have negative cash flows from
operations, recurring losses from operations, and has a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed $3.02
million in total assets, $3.11 million in total liabilities,
and a stockholders' deficit of $86,505.


LIQUID PERFORMANCE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Liquid Performance Properties of Franklin County, LLC
        850 State Street
        Rocky Mount, VA 24151

Bankruptcy Case No.: 11-71562

Chapter 11 Petition Date: July 26, 2011

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: Ross W. Krumm

Debtor's Counsel: Michael Dean Hart, Esq.
                  MICHAEL D. HART, PC.
                  P.O. Box 622
                  Roanoke, VA 24004
                  Tel: (540) 342-9736
                  E-mail: ecm_service@hart.roacoxmail.com

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

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

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

The petition was signed by Randall Zane Hodges, vice president,
secretary, treasurer.


MADISON HOLDINGS: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Madison Holdings, Inc.
        455 NE 2 St.
        Boca Raton, FL 33432

Bankruptcy Case No.: 11-30864

Chapter 11 Petition Date: July 27, 2011

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

Judge: Erik P. Kimball

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

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

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-30864.pdf

The petition was signed by Christopher A. Baczewski, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Christopher A. and Dawn L. Baczewski   11-30867  07/27/11


MANSIONS AT HASTING: Reorganization Plans Declared Effective
------------------------------------------------------------
Mansions At Hastings Green, LP, and Mansions At Hastings Green
Senior, LP, notified the U.S. Bankruptcy Court for the Southern
District of Texas that the effective date of First Amended Plans
of Reorganization occurred on July 12, 2011.

As reported in the Troubled Company Reporter on July 11, the Court
confirmed the Chapter 11 Plans of Reorganization submitted by the
Debtors.  The Court signed the confirmation orders on June 14,
2011.

On June 10, 2011, the Debtors submitted modifications to reflect
clarifications among the Debtors and Citicorp USA, Inc., as
servicer for Wells Fargo Bank.

Specifically, the Debtors added these languages to Section 6.6:

   a. Plan of Mansions Family:

      "The general partnership interest of Mansions At Hastings,
      LP, is currently held by Hastings Green, LLC.  Subject to
      the prior written consent of Citi in accordance with its
      internal underwriting approval process, within nine (9)
      months of the Effective Date, the Debtor may
      transfer/assign the general partnership interest to a new
      general partner.  By agreement with Citi, there will not be
      a transfer fee owed for such transfer/assignment of the
      general partnership interest provided that such transfer
      occurs within nine (9) months of the Effective Date. In any
      event, Citi will be entitled to reimbursement of its
      reasonable costs in effectuating any transfer of the
      general partnership interest and is under no obligation to
      approve such transfer to any entity that is not otherwise
      acceptable to Citi, such consent not to be unreasonably
      withheld."

   b. Plan of Mansions Senior

      "The general partnership interest of Mansions At Hastings
      Senior, LP, is currently held by Hastings Green Senior LLC.
      Subject to the prior written consent of Citi in accordance
      with its internal underwriting approval process, within
      nine (9) months of the Effective Date, the Debtor may
      transfer/assign the general partnership interest to a new
      general partner.  By agreement with Citi, there will not be
      a transfer fee owed for such transfer/assignment of the
      general partnership interest provided that such transfer
      occurs within nine (9) months of the Effective Date.  In
      any event, Citi will be entitled to =reimbursement of its
      reasonable costs in effectuating any transfer of the
      general partnership interest and is under no obligation to
      approve such transfer to any entity that is not otherwise
      acceptable to Citi, such consent not to be unreasonably
      withheld."

The Modifications do not affect any other creditor or party in
interest.

Copies of the Confirmed Plans are available for free at:

         http://bankrupt.com/misc/MansionsFamilyPlan.pdf
         http://bankrupt.com/misc/MansionsSeniorPlan.pdf

                 About Mansions at Hastings Green

Columbus, Ohio-based Mansions at Hastings Green, L.P., dba The
Mansions at Hastings Green, A Multifamily Community, and Mansions
at Hastings Green Senior, LP, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 10-39474) on Oct. 22, 2010, represented
by Annie E. Catmull, Esq. -- catmull@hooverslovacek.com -- Edward
L. Rothberg, Esq. -- rothberg@hooverslovacek.com -- and T. Josh
Judd, Esq. -- judd@hooverslovacek.com -- at Hoover Slovacek LLP;
and Vincent P. Slusher, Esq. -- vince.slusher@dlapiper.com -- at
DLA Piper (US) LLP.


MARINA DISTRICT: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of the
Marina District Finance Company, Inc. at 'B'. Fitch also affirmed
MDFC's debt, including the secured credit facility at 'BB/RR1' and
the secured bonds at 'BB-/RR2'. MDFC is the issuing subsidiary of
the Marina District Development Company, LLC (together with MDFC
referred to as the Borgata) that owns the Borgata resort casino in
Atlantic City, New Jersey.

The Rating Outlook is revised to Negative from Stable.

The Outlook revision to Negative reflects Fitch's reduced
operating performance expectations which incorporate increased
regional competition expected to come online in the near- to
medium-term. Specifically, Revel in Atlantic City and Aqueduct in
New York are scheduled to open within a year. New Jersey passed a
bill allowing two new boutique casinos in Atlantic City with Hard
Rock pushing to open one in 2014. Longer term, there are also
prospects for additional casino openings in the Catskills,
Philadelphia (Foxwood's lost license), Anne Arundel County,
Baltimore and Long Island.

The affirmation of the IDR at 'B' largely reflects the Borgata's
solid free cash flow (FCF) profile, which in Fitch's base case
scenario can absorb the declines Fitch anticipates will stem from
the increased competition. Fitch's base case incorporates trough
EBITDA for the Borgata of roughly $130 million-$135 million in
2012-2013 as Revel ramps up, which represents a roughly 20%
decline from the latest 12-month (LTM) period's (ending March 31,
2011) EBITDA of $163 million.

Following completion of the current $50 million room remodel
program, Fitch expects Borgata's FCF profile to be healthy and
remain positive with interest expense of roughly $80 million and
maintenance capital expenditures in the $15 million to $20 million
range. Therefore, trough-level gross FCF could be in the $30
million to $40 million range, which could support a minimal amount
of tax distributions and some debt paydown. Up to 10% of the
secured notes' principal per year can be redeemed at 103% of par.
Discretionary dividends, other than tax distributions, will be
largely restricted by the bank and bond covenants over the next
couple of years.

As of LTM March 31, 2011, Fitch calculates leverage of 5.1 times
(x) and pro forma interest coverage was around 2.0x. Through the
projected horizon, Fitch's current base case reflects peak gross
leverage of about 6.5x and trough interest coverage of around 1.6x
in 2012-2013. A downgrade is likely if Fitch revises estimates to
incorporate more adverse credit protection measures than noted
above, FCF generation becomes questionable, and/or the competitive
landscape becomes more intense.

Revel Opening:

Revel secured its completion financing earlier this year and is
scheduled to open May 2012 with 150,000 square feet (sf) of casino
space and 1,090 rooms (capacity for 1,898). The new resort will be
the most comparable property in Atlantic City to the Borgata, as
all other properties were built over 20 years ago and most cater
to mid- and lower-tier customers.

Fitch believes that Revel will attempt to directly compete with
Borgata at the high end, and market to Borgata's target
demographic. However, Borgata has a 2.7 million-member loyalty
program and has ample capacity to increase promotional spending.
Currently, Borgata's promotional allowance and expense as a
percentage of gross revenue is roughly 25%, compared to about 29%
for the 10 other facilities in the market.

Ultimately, Fitch believes that Revel will take some high-end
business from the Borgata and that both properties will back-fill
the leftover capacity with more mid- and premium-tier business
largely at the expense of the market's older properties.

Revel will have 160,000 sf of convention space, which is far more
than any other property in the market including the Borgata
(88,000 sf). If Revel is successful at attracting sizable
convention business into Atlantic City, properties with ample mid-
week hotel capacity could benefit, since Revel will start with
only 1,090 rooms. However, attracting larger-scale conventions to
Atlantic City could be difficult due to hotel room capacity
constraints.

General Atlantic City Outlook:

Atlantic City annual gaming revenues are $3.45 billion for the LTM
period ending June 2011, which is down about 32% from their peak
levels in 2007. Fitch's current base case assumes that the floor
for Atlantic City market revenues is roughly $3 billion, but
stabilizes slightly above that level. Year-to-date through June,
gaming revenues are down about 7% from last year, compared to a
nearly 10% decline in 2010 and 13% decline in 2009.

Pennsylvania and Delaware table games begin to anniversary this
summer, and the SugerHouse casino opening in Philadelphia will
anniversary this fall. However, these pressure points will be at
least partially replaced by Aqueduct, a 4,500-slot facility near
the JFK airport in New York, which will open its first phase in
late 2011. Aqueduct will impact Yonkers Raceway the most, which is
also highly accessible from New York City. Impact on Atlantic City
casinos, particularly the higher-end ones such as the Borgata,
will be more limited.

Hard Rock International recently announced the spring of 2014 as
the target date for opening its planned $275 million casino
resort. Although Atlantic City clearly needs no additional gaming
capacity, the addition of a Hard Rock could be healthy as it will
provide another attraction point for the market, which is sorely
needed.

Fitch estimates flat growth in the Atlantic City market for 2012,
and the resumption of slow growth thereafter. Still, Fitch
maintains a cautious view toward Atlantic City because of the
potential that the proliferation of gaming in the region will
continue, although the timing and potential impact of specific
additional openings and legislative initiatives are difficult to
predict.

Status of MGM's Sale of Its 50% Interest in the Borgata:

The Borgata is a 50/50 joint venture between Boyd Gaming
Corporation (Boyd; 'B' IDR; Stable Outlook by Fitch) and MGM
Resorts International (MGM; rated 'CCC'; Positive Outlook). In
March 2010, MGM announced that it entered into an agreement with
New Jersey gaming regulators to divest its 50% interest in the
Borgata after the regulators found MGM's joint venture partner in
Macau unsuitable.

The original agreement gave MGM 18 months to sell its share (until
September 2011), but on July 22, 2011, MGM announced that it
entered into an amended agreement. The amendment extends the sale
deadline by 18 months, giving MGM control over the sale process
through March 2013. As in the original agreement, the state would
take over the sale process if MGM does not sell by the specified
dates.

Currently, Fitch recognizes:

   -- The Borgata is the most profitable casino asset in Boyd's
      portfolio and has value as the top asset (by far) in the
      second largest market in the U.S.;

   -- Boyd is the operator of the Borgata and managing member of
      the joint venture;

   -- Boyd has been consolidating the Borgata in its financial
      statements since MGM announced its agreement to divest its
      share in the asset.

However, Fitch maintains a weak linkage relationship between
Boyd's and Borgata's IDR because:

   -- The debt at MDFC is non-recourse to Boyd and there are no
      cross-default provisions to Boyd debt;

   -- The strategic linkage and synergy between Borgata and the
      rest of Boyd's portfolio is limited: Borgata has its own
      separate loyalty program, there is minimal cross-market
      play, and there is no common brand between the Borgata and
      the rest of Boyd's portfolio.

If Boyd was to acquire the remaining half from MGM, Fitch would
revisit the rating linkage, but there is unlikely to be a shift in
the rating relationship unless Boyd were to integrate the property
more strategically into its portfolio. Additionally, since Boyd's
and Borgata's IDRs are currently both 'B', the rating impact on
Borgata would be minimal. Fitch believes that Boyd would be an
acquirer only at a deleveraging multiple for Boyd, so no more than
7x, but more likely at 6x or below.

Liquidity Considerations:

Borgata has an adequate liquidity profile. As of March 31, 2011,
Borgata had approximately $120 million of availability on its
revolver. Cash on hand is just sufficient to meet cage-cash needs.
Upcoming maturities include its revolver in 2014 ($29 million
outstanding) and $400 million in secured notes in 2015. As
discussed above, the FCF profile is healthy, albeit deteriorating.

Fitch estimates that the Borgata will trip its $150 million EBITDA
maintenance bank agreement covenant as early as 2012. However, the
amount outstanding on the revolver will be minimal and the FCF
profile is solid, so Borgata should not have a problem getting an
amendment to the covenant in the current market environment, in
Fitch's view.

Capital Structure Considerations:

Borgata's debt is comprised of $800 million in secured notes and a
$150 million senior secured revolver ($29 million outstanding as
of March 31, 2011). The revolver has payment priority in
connection with any foreclosing of the collateral or insolvency
proceedings pursuant to an intercreditor agreement with the note
holders.

The 'BB/RR1' rating on the revolver reflects Fitch's estimate of
full recovery on the bank debt in case of a default. The 'BB-/RR2'
rating on the senior secured notes reflects Fitch's estimate of
superior recovery in the 71%-90% range. Relevant assumptions
underlying the recovery ratings include a fully drawn $150 million
revolver, restructuring EBITDA of roughly $120 million, a 7x
EBITDA multiple, and administrative claims of 10% of EV.

Fitch has affirmed these:

   -- IDR at 'B';

   -- $150 million senior secured revolving credit facility at
      'BB/RR1';

   -- $400 senior secured first-lien notes due 2015 at 'BB-/RR2';

   -- $400 senior secured first-lien notes due 2018 at 'BB-/RR2'.


MARK G GILL: Construction Firm's Debt Non-dischargeable
-------------------------------------------------------
Bankruptcy Judge Michael E. Romero said Mark G. Gill and Nancy J.
Gill are personally liable for the debt owed by their company,
Colorado Regional Construction, Inc., to Kenneth J. Rosenthal and
the debt is nondischargeable pursuant to 11 U.S.C. Sec. 523(a)(4).
The Court entered judgment against the Gills and in favor of Mr.
Rosenthal -- on behalf of subcontractors E Light Electric
Services, Inc. ($27,500.50); Metro Carpet and Flooring, LLC
($6,384.76); The Door Company ($5,122.18); and T&G Hardwood
($20,290.00) -- in the total amount of $59,297.44, plus treble
damages and reasonable attorneys' fees and costs and applicable
interest.  The amount awarded to Mr. Rosenthal shall be held in
constructive trust by Mr. Rosenthal for the benefit of the
subcontractors.  A copy of Judge Romero's July 28, 2011 Order is
available at http://is.gd/FQq8gRfrom Leagle.com.  The case is
Kenneth J. Rosenthal, v. Mark G. Gill Nancy J. Gill, Adv. Proc.
No. 09-1723 (Bankr. D. Colo.),

Mr. Rosenthal hired CRC in 2005 as general contractor to provide
services, material, and supplies to remodel his home.  A dispute
arose that led to a state court lawsuit filed in the District
Court for Arapahoe County, Colorado, Case No. 2007 CV 487,
captioned E Light Electric Services, Inc. et al v. Colorado
Regional Construction, Inc. et al.  Mr. Rosenthal as a third-party
plaintiff filed a Third-Party Complaint against the Gills seeking
remedies under the Colorado Construction Trust Fund Statute, COLO.
REV. STAT. Sec. 38-22-127, arising out of non-payment for labor,
services, materials and supplies with respect to his Property.

The Gills filed their bankruptcy petition (Bankr. D. Colo. Case
No. 09-26854) on Aug. 17, 2009.


MARSICO HOLDINGS: Bank Debt Trades at 30% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Marsico is a
borrower traded in the secondary market at 70.28 cents-on-the-
dollar during the week ended Friday, July 29, 2011, an increase of
0.21 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The loan is one of the biggest gainers and
losers among 206 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Marsico Holdings, LLC, is the new indirect parent of Marsico
Capital Management, LLC, and Marsico Fund Advisors, LLC.  Marsico
Capital Management is a Denver-based asset management firm
offering investment services to institutional and retail
investors.

The last rating action was taken on October 13, 2010, when Moody's
downgraded the ratings of Marsico Parent Company, LLC's senior
secured bank facilities to Caa2 from Caa1and put them on review
for further downgrade.  In addition, the rating of Marsico Parent
Holdco, LLC's senior notes was downgraded to C from Ca with a
stable outlook.  In the same rating action, Moody's also put the
Caa3 corporate family rating of Marsico Parent on review for
possible downgrade.  Moody's affirmed Marsico Parent's senior
unsecured notes at Ca and changed the outlook to stable from
negative.


MARVEL ENTERTAINMENT: Owns Rights to Artist Jack Kirby's Works
--------------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that U.S.
District Judge Colleen McMahon ruled on Thursday that Marvel
Entertainment LLC, not the heirs to legendary comic-book artist
Jack Kirby, own the rights to more than a dozen of the company's
iconic characters, including Spider-Man, the Fantastic Four and
Iron Man.

Dow Jones relates Mr. Kirby's four children two years ago served
legal notices to Marvel, indicating they planned to take back the
copyrights assigned to Marvel by Mr. Kirby to a number of
characters created by him and Stan Lee between 1958 and 1963,
including superhero teams the X-Men and the Avengers.  The Kirby
heirs were seeking to regain control of the copyrights as early as
2014, which potentially would have allowed them to license the
rights without Marvel's permission or to at least seek a share of
any profits generated by those characters.

Marvel sued the Kirby heirs in January 2010, seeking a declaratory
judgment that it owned the rights to the characters.

Judge McMahon said the characters were "works for hire" and Marvel
owns the rights to the characters "whether that is 'fair' or not."
The Court's order noted that Mr. Kirby in June 1972 signed
paperwork at Marvel's request, acknowledging that he had created
works "as an employee for hire" of the owners of Marvel at the
time.  Mr. Kirby died in 1994.

Marc Toberoff, Esq., a lawyer for the Kirby heirs, said they will
take the matter to the Second Circuit Court of Appeals.
Mr. Toberoff may be reached at:

          Marc Toberoff, Esq.
          TOBEROFF & ASSOCIATES, P.C.
          2049 Century Park East, Suite 2720
          Los Angeles, CA 90067
          Tel: (310) 246-3333
          Fax: (310) 246-3101
          E-mail: info@ipwla.com

                   About Marvel Entertainment

With a library of over 5,000 characters built over more than 60
years of comic book publishing, Marvel Entertainment, Inc. --
http://www.marvel.com/-- is one of the world's most prominent
character-based entertainment companies.  Marvel utilizes its
character franchises in licensing, entertainment (via Marvel
Studios) and publishing (via Marvel Comics), with emphasis on
feature films, home DVD, consumer products, video games, action
figures and role-playing toys, television and promotions.
Marvel's strategy is to leverage its franchises in a growing array
of opportunities around the world.

Marvel filed for chapter 11 bankruptcy on Dec. 27, 1996 (Bankr. D.
Del. Case No. 96-_____), to implement a proposed $525 million
recapitalization.  Marvel's filing did not include Marvel's Panini
subsidiary, which is headquartered in Italy.  In conjunction with
the chapter 11 filing, a bank group led by Chase Manhattan Bank
agreed to provide Marvel with $100 million of debtor-in-
possession financing.

Marvel's plan of reorganization was consummated on Oct. 18, 1998.
The plan was confirmed on July 31, 1998.  Pursuant to the plan,
MEG Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of the company, merged with and into Marvel, with
Marvel continuing as the surviving corporation and as a wholly
owned subsidiary of the registrant.  As a result of the merger,
the company acquired all of the tangible and intangible assets of
Marvel.

Marvel was acquired by Walt Disney Co. in 2009 for $4 billion.


METAL STORM: Proposes to Issue 92 Million Ordinary Shares
---------------------------------------------------------
In separate notices, Metal Storm Limited said it proposes to issue
ordinary shares pursuant to either a subscription agreement or an
equity line of credit facility agreement:

   (a) 40,000,000 ordinary shares;
   (b) 2,750,000 ordinary shares;
   (c) 21,750,000 ordinary shares;
   (d) 15,000,000 ordinary shares; and
   (e) 12,500,000 ordinary shares.

The Company relies on case 1 in section 708A (5) of the
Corporations Act 2001 (Act) in respect of the issue of the Shares.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METAL STORM: Identified as Key Component of Canadian SARP
---------------------------------------------------------
Metal Storm Limited was advised that Defence Canada has published
material that identifies Metal Storm technology as a key component
of the Canadian Small Arms Replacement Program.

The Company has not been advised directly by Defence Canada of
this information, but in accordance with its continuous disclosure
obligations the Company is disclosing the published material to
the market as soon as it has become aware of it.  The Company will
be seeking more information and will advise the market further
once it has received this.

The presentation, entitled "S&T Support to the Canadian Small Arms
Replacement Program," was published by Defence Research &
Development Canada to attendees at the NDIA International Infantry
& Joint Services Small Arms Symposium, Exhibition and Firing
Demonstration in Indianapolis, IN, USA from May 23-26, 2011.
The presentation identifies the Soldier Integrated Precision
Effects System (SIPES) Technology Demonstration Project, which is
labelled as being financed.

The presentation identifies five different concepts for the
physical layout of the SIPES Integrated Infantry Combat Weapon
(ICW).  On the same slide it states the following:

"Secondary effects module (shotgun, programmable ammunition of
different calibers), for all options based on Metal Storm
technology"

The full presentation can be accessed for free at
http://is.gd/nQsGGY


                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


METAL STORM: To Meet With Noteholders Aug. 29 to Extend Notes
-------------------------------------------------------------
Metal Storm Limited advises that it will hold a meeting of Note
Holders on Aug. 29, 2011, to vote on extending the maturity date
of the Company's Convertible Notes by six months to March 1, 2012.

The Company continues to seek potential investors.  This work is
ongoing and based on current progress the Company believes its
efforts will be successful.  However, it is too early in the
process for the timing or scale of such a transaction to be
ascertained with any certainty.

Considering the short time remaining before the convertible notes
mature, and having consulted with the largest Note Holder, the
Company will now seek Note Holder approval to extend the maturity
date by six months.  The Board considers the length of the
extension does not unduly prejudice the interests of Note Holders
and believes that Note Holders will support the extension.

The maturity date extension, if approved, will provide the Company
with additional time to pursue a further capital raising.

                         About Metal Storm

Headquartered in Darra, Queensland, Australia, Metal Storm Limited
is a defense technology company with offices in Australia and the
United States.  It specializes in the research, design,
development and integration of projectile launching systems
utilizing its "electronically initiated / stacked projectile"
technology for use in the defense, homeland security, law
enforcement and industrial markets.

As reported by the TCR on July 25, 2011, PricewaterhouseCoopers,
in Brisbane, Australia, expressed substantial doubt about Metal
Storm's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency.

The Company reported a net loss of A$8.94 million on
A$3.35 million of revenue for 2010, compared with a net loss of
A$11.31 million on A$1.11 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
A$2.15 million in total assets, A$20.64 million in total
liabilities, all current, and an equity deficit of
A$18.49 million.


MICHAEL HARDES: Summary Judgment Granted in Hardes Trust Suit
-------------------------------------------------------------
Bankruptcy Judge Charles L. Nail, Jr., granted the motion for
summary judgment filed by defendants in the lawsuit, Joseph E.
Hardes Trust and A.A. Hardes Trust, v. Michael Joseph Hardes and
Penny Lynn Hardes, Adv. Proc. No. 10-3002 (Bankr. D. S.Dak.).  The
Joseph E. Hardes Trust and A.A. Hardes Trust filed complaints
against debtors-defendants Michael Joseph Hardes, Penny Lynn
Hardes, Wade Michael Hardes, and Keri Ann Hardes seeking a
determination that the trusts' claims against the Debtors are
nondischargeable under 11 U.S.C. Sec. 523(a)(2), (4), or (6).  The
trusts' claims arise from money taken from the trusts while Debtor
Michael Hardes was a trustee for each.

The Debtors seek summary judgment in their favor in all regards
and as to all defendants "except [as to] Defendant Michael Hardes
on the single allegation of fraud or defalcation while acting in a
fiduciary capacity."  The Debtors claim the funds taken from the
trusts were loans to be repaid.  As to 11 U.S.C. Sec. 523(a)(2)(A)
in particular, the Debtors want the complaints dismissed for the
trusts' failure to plead any acts of fraud with specificity, as
required by Fed.R.Bankr.P. 7009 and Fed.R.Civ.P. 9(b).  As to
fraud by a fiduciary under Sec. 523(a)(4), they argue only Debtor
Michael Hardes had the requisite express fiduciary relationship
with the trusts.  As to larceny or embezzlement under Sec.
523(a)(4), the Debtors argue the trusts have not advanced any
facts establishing the necessary elements for either.  Finally,
regarding the nondischargeability of a debt arising from a willful
and malicious injury, the Debtors argue the trusts have failed to
advance specific evidence in the record showing any conduct
targeted to cause the trusts economic harm.

The trusts, in response, argue that the Debtors' self-serving
statements that they took the money as loans and intended to repay
them are not sufficient to meet their burden on a summary judgment
motion.  Citing Caspers v. Van Horne (In re Van Horne), 823 F.2d
1285, 1288 (8th Cir. 1987), and detailing the circumstances
regarding Debtor Michael Hardes's appointment as a trustee, his
operation of the trusts, the rapid dissipation of trusts' assets,
the lack of documentation and security for loans, and the Debtors'
failure to repay much of the money taken from the trusts, the
trusts argue, "[t]he focus is, then, on whether the debtor's
actions `appear so inconsistent with [his] self-serving statement
of intent that the proof leads the court to disbelieve the
debtor.'"  The trusts urge the Court to adopt a conspiracy theory
in finding Debtors Penny Hardes, Wade Hardes, and Keri Hardes
joined Debtor Michael Hardes in defrauding the trusts.

A copy of Judge Nail's July 28, 2011 decision is available at
http://is.gd/6ZVxo4from Leagle.com.

                    About Michael Joseph Hardes

A joint chapter 11 bankruptcy petition was filed for Miller, South
Dakota-based Michael Joseph Hardes, aka Mike Hardes and fdba
Hardes Farms; and Penny Lynn Hardes, fdba Hardes Farms (Bankr. D.
S.Dak. Case No. 10-30015) on March 22, 2010.  Clair R. Gerry, Esq.
-- gerry@sgsllc.com -- at Gerry & Kulm Ask, Prof LLC, serves as
bankruptcy counsel.  The Joint Debtors estimate $1 million to
$10 million in assets and $10 million to $50 million in debts.


MIRABILIS VENTURES: Can't Pursue $200MM in Suit v. Ex-Accountants
-----------------------------------------------------------------
District Judge Gregory A. Presnell said Mirabilis Ventures, Inc.,
cannot pursue recovery of $200 million in damages at trial in the
lawsuit against its former accountants.  Mirabilis is also barred
from seeking recovery for the "adverse tax consequences, including
interest and penalties," or the "legal and expert fees and costs"
in the complaint.  Judge Presnell said throughout the discovery
period, Mirabilis relied on a bogus "calculation" -- which it has
since abandoned -- of the $200 million -- which represents an
allowed claim of the U.S. government pursuant to a settlement in
the bankruptcy case -- and failed to produce any evidence
supporting it.

Mirabilis is one of a number of entities involved in an enormous
tax fraud scheme masterminded by Frank Amodeo.  In April 2008, the
Government filed an in rem civil forfeiture action against
Mirabilis, seeking to recover certain parcels of real estate that
had been purchased by Mr. Amodeo.  The Government alleged that Mr.
Amodeo and (unidentified) co-conspirators had been involved in "a
massive tax fraud, wire fraud, and money laundering scheme," that
they had used a number of entities, including Mirabilis, to carry
it out.  The Government said the conspirators had knowingly failed
to remit to the IRS payroll taxes totaling $181,807,552.  The
Government filed a motion to dismiss the Mirabilis bankruptcy,
arguing that it had been filed in bad faith.  Pursuant to a
compromise, the Government agreed to drop its motion to dismiss,
the parties agreed that the Government could obtain some but not
all of the property in the Mirabilis bankruptcy estate, and
Mirabilis agreed to the allowance of a $200 million unsecured
forfeiture claim in favor of the Government.

Mirabilis Ventures, Inc., v. Rachlin Cohen & Holtz, LLP and Laurie
S. Holtz, Case No. 6:09-cv-271 (M.D. Fla.), was commenced Dec. 5,
2008, after Mirabilis had reached a compromise with the Government
in the bankruptcy case, but before the deal was approved.  In its
Second Amended Complaint, Mirabilis asserts claims for
professional negligence (Count I), breach of fiduciary duty (Count
II); negligent supervision (Count III); and breach of fiduciary
duty by aiding and abetting (Count IV). Count III is asserted
against Rachlin; the other counts are asserted against both
defendants.  Mirabilis contends that the Defendants' actions
caused the company to suffer "damage to [its] business [and]
property, including an allowed claim in bankruptcy against it in
the sum of Two Hundred Million Dollars ($200,000,000)," as well as
"adverse tax consequences, including interest and penalties," and
"legal and expert fees and costs."

In a July 28, 2011 Order, Judge Presnell granted the Defendants'
Motion in Limine to Exclude Evidence of Improper and Undisclosed
Damages.  The judge held that based on the information provided to
the Defendants, no reasonable factfinder could determine
Mirabilis's potential liability.  A copy of Judge Presnell's
ruling is available at http://is.gd/lgzKMNfrom Leagle.com.

                     About Mirabilis Ventures

Orlando, Florida-based Mirabilis Ventures Inc. is a private equity
company, which acquired companies companies that has a strategic
fit into its unique business model.  Mirabilis and its related
entity, Hoth Holdings, LLC, filed voluntary Chapter 11 petitions
(Bankr. M.D. Fla. Case Nos. 08-04327 and 08-04328) on May 27,
2008.  Another related entity, AEM, Inc., filed its Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 08-04681) June 5,
2008.  Elizabeth A. Green, Esq., and Jimmy D. Parish, Esq., at
Latham Shuker Eden & Beaudine LLP, served as the Debtors' counsel.
When the Debtors filed for protection from their creditors, they
listed between $50 million and $100 million each in assets and
debts.

The Bankruptcy Court in October 2009 confirmed the joint amended
plan of liquidation submitted by Mirabilis, Hoth and AEM.  R.
William Cuthill was named as president of Mirabilis to oversee the
Debtors' liquidation.  A full-text copy of the amended joint
disclosure statement explaining the Debtors' plan of liquidation
is available for free at http://bankrupt.com/misc/mirabilis.ds.pdf


M.K. BRODY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: M.K. Brody & Co., Inc.
        dba Brody's 800-4-Balloons
        1101 West Randolph Street
        Chicago, IL 60607

Bankruptcy Case No.: 11-30719

Chapter 11 Petition Date: July 27, 2011

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Robert W. Glantz, Esq.
                  SHAW GUSSIS FISHMAN GLANTZ ET AL
                  111 East Wacker Drive, Suite 2600
                  Chicago, IL 60601
                  Tel: (312) 602-2300
                  E-mail: rglantz@shawgussis.com

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

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/ilnb11-30719.pdf

The petition was signed by Lee Kaufman, president.


MOHEGAN TRIBAL: Mohegan Sun Stats. for 9 Months Ended June 30
-------------------------------------------------------------
The Mohegan Tribal Gaming Authority, on July 22, 2011, posted on
its Web site its Table Games Statistical Report for Mohegan Sun at
Pocono Downs containing statistics relating to gross table games
revenues, table games tax and weighted average number of table
games.  The Table Games Statistical Report includes these
statistics on a monthly basis for the nine months ended June 30,
2011, and the fiscal year ended Sep. 30, 2010.  A copy of the
Table Games Statistical Report is available for free at:

                        http://is.gd/vLwUZd

                        About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

The Company's balance sheet at March 31, 2011, showed
$2.17 billion in total assets, $2.01 billion in total liabilities,
and $161.66 million in total capital.

                         *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
Sept. 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


MPG OFFICE: To Swap 218,635 Pref. Shares with 1.1MM Common Shares
-----------------------------------------------------------------
MPG Office Trust, Inc., has entered into an Exchange Agreement
providing for the exchange of 218,635 shares of its 7.625% Series
A Cumulative Redeemable Preferred Stock for 1,127,597 shares of
its Common Stock.  For purposes of this exchange, the exchange
ratio is 5.157 shares of Common Stock for each share of Preferred
Stock, with the Preferred Stock valued at $19.00 per share and the
Common Stock valued at $3.684 per share, the trailing five-day
average closing price.  A full-text copy of the Exchange Agreement
is available for free at http://is.gd/59dtQa

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at March 31, 2011, showed
$2.72 billion in total assets, $3.80 billion in total liabilities,
and a $1.08 billion in total deficit.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NEBRASKA BOOK: Committee Taps Mesirow as Financial Advisor
----------------------------------------------------------
BankruptcyData.com reports that Nebraska Book Company's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion to retain Mesirow Financial Consulting (Contact:
Larry H. Lattig) as financial advisor at these hourly rates:
senior managing director, managing director and director at $775
to $825, senior vice president at $665 to $725, vice president at
$565 to $625, senior associate at $465 to $525, associate at $285
to $395 and paraprofessional at $145 to $240.

                     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 U.S. Trustee appointed in the case of the Debtor an official
creditors' committee composed of two indenture trustees and three
trade suppliers.  Lowenstein Sandler LLP represents the Committee,
and Mesirow Financial Inc., serves as financial advisers.


NEOMEDIA TECHNOLOGIES: Chief Financial Officer Mike Zima Resigns
----------------------------------------------------------------
NeoMedia Technologies, Inc., announced that Mike Zima, the
Company's Chief Financial Officer, has tendered his resignation.
Robert Thomson, the current Corporate Controller, has been
appointed by the Company's Board of Directors as interim CFO with
immediate effect.

"We would like to thank Mike for his contribution to NeoMedia and
wish him well," said Laura Marriott, CEO and Chairperson of the
Board, NeoMedia.  "We are looking forward to working with Robert
in his new role, which we know he has the right experience and
skills to seamlessly transition into.  It is an exciting time for
NeoMedia as we maximize the opportunities for the organization in
the emerging mobile barcode ecosystem."

Mr. Thomson has been Corporate Controller at NeoMedia since
September 2008 and as such has been one of the key members of the
executive team responsible for the organization's financial
activities.  Prior to joining NeoMedia, Thomson served as
Corporate Controller for Charys Holding Company, Inc., providing
oversight to the organization's corporate accounting structure and
integration of newly acquired subsidiary companies.  Mr. Thomson
has also held executive roles at Technologies Solutions Corp.,
MemberCall Business Communication Services, Tel3.com, Inc., and
American Telnet, with over fifteen years for corporate finance
management experience.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company reported a net income of $35.09 million on
$1.52 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $67.38 million on $1.66 million of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$8.26 million in total assets, $79.42 million in total
liabilities, all current, $7.52 million in Series C convertible
preferred stock, $2.50 million in Series D convertible preferred
stock, and a $81.18 million total shareholders' deficit.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NET ELEMENT: Motorsport Inks Advisor Agreement with E. Fittipaldi
-----------------------------------------------------------------
Motorsport.com, Inc., a wholly-owned subsidiary of Net Element,
Inc., entered into an Advisor Agreement with Emerson Fittipaldi,
pursuant to which Mr. Fittipaldi will provide business, marketing
and technical consulting services to Motorsport.  In addition,
pursuant to the Advisor Agreement, the Board of Directors of the
Company agreed to elect Mr. Fittipaldi as a director of the
Company within 60 days of July 19, 2011, and to retain Mr.
Fittipaldi as a director of the Company during the term of the
Advisor Agreement.  As consideration for Mr. Fittipaldi's
consulting services to Motorsport, (i) the Company granted Mr.
Fittipaldi 5 million shares of the Company's common stock, (ii)
Motorsport agreed to pay Mr. Fittipaldi up to 20% of all
advertising or sponsorship opportunities that he brings to
Motorsport.com, and (iii) Motorsport agreed to pay Mr. Fittipaldi
up to 50% of the revenue generated directly from Mr. Fittipaldi's
social media activities.  In addition, Mr. Fittipaldi has the
opportunity to earn a bonus of up to 1 million additional shares
of common stock of the Company based upon his success in promoting

Motorsport.com through his social networking activities, which
bonus is in the sole discretion of the Board of Directors of the
Company.  Either party may terminate the Advisor Agreement with or
without cause by providing the other party at least 30 days prior
written notice of termination.  If Mr. Fittipaldi terminates the
Advisor Agreement, he is required to forfeit a pro rata amount of
the 5 million shares of the Company's common stock that were
granted to him in accordance with the terms of the Advisor
Agreement.
*
                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses and has an accumulated deficit
and stockholders' deficiency at Dec. 31, 2010.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$1.75 million in total assets, $2.63 million in total liabilities,
and a $880,376 total stockholders' deficit.


NEW BERN: To Get Back Taxes from SkySail Bankruptcy Settlement
--------------------------------------------------------------
ENC Today reports that city of New Bern, California, may collect a
large portion of lost tax revenue in a couple of months through
the SkySail bankruptcy settlement.

According to the report, Donna McCoy, New Bern tax collector, told
commissioners Tuesday night the city was poised to collect $36,011
in 2010 back taxes for the Municipal Service District through the
appeals process with SkySail.  The city was looking at a $36,768
shortfall in the Municipal Service District tax revenue from the
2010 tax collections, she said.  The only problem is SkySail does
not have to pay the back taxes since it is in the appeals process.
But if they do pay, the interest on the taxes would stop.

The report adds that SkySail owes the city a total of $293,619.85
in unpaid taxes.  On Aug. 1, it will owe $294,694 because of
interest, McCoy said.  If the $36,012 is paid, the Municipal
Service District would only be looking at a loss of $757.  But
those unpaid taxes, owed by a deceased developer, are expected to
be paid by his estate soon, McCoy said.  The tax office will have
a 100 percent tax collection rate from the Municipal Service
District when those outstanding taxes are paid, the report quotes
MS. McCoy as saying.

According to the report, collection of unpaid taxes for the city
of New Bern is still at $281,002.  About $242,000 of those
revenues, which are the top 20 delinquent accounts, including
SkySail and Days Inn, are in foreclosures and bankruptcy.  All of
those funds except about $30,000 are in a status that the tax
collectors cannot force payment at this time, McCoy said.  But she
does expect eventually all of it will be paid once the settlements
are over.

The report notes so far the tax office has collect a total of
$164,231 in 2010 taxes for the Municipal Service District.  A
total of $11,697,994 has been collected for the city's general
fund.

The tax office is continually trying to recover the delinquent
taxes through garnishments or levies on properties, McCoy said.
So far this year the tax office has also collected $94,954.58 in
delinquent taxes from 2000-2009 and $12,000 in interest on those
unpaid taxes, McCoy said.

                     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 SEOUL PLAZA: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: New Seoul Plaza, Inc.
        8851 Garden Grove Blvd.
        Garden Grove, CA 92844

Bankruptcy Case No.: 11-20481

Chapter 11 Petition Date: July 27, 2011

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Robert K. Lee, Esq.
                  LAW OFFICE OF ROBERT K. LEE
                  3435 Wilshire Blvd, Suite 1035
                  Los Angeles, CA 90010
                  Tel: (888) 777-0839
                  Fax: (888) 777-0849
                  E-mail: admin@robertklee.com

Scheduled Assets: $1,440

Scheduled Debts: $3,361,581

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-20481.pdf

The petition was signed by Je Yeoun Jun, secretary.


NO FEAR RETAIL: Investor Group Wins Auction With $3.1-Mil. Bid
--------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that a group of investors gathered under the new name
Ryderz Compound Inc. has purchased nearly all of No Fear's three
dozen stores along the West Coast with plans to continue selling
its edgy clothing collection and racing gear.  The group's $3.1
million bankruptcy auction purchase will also keep many of the
chain's more than 325 workers employed.  According to DBR,
Ryderz's bid won bankruptcy-court approval late Wednesday, just
ahead of liquidators who were preparing to immediately close down
the chain.

DBR reports that Eric Baker, president of Ryderz Compound Retail
Stores, said Ryderz has permission to use the No Fear logo for
another six months, but the company is negotiating to extend that
selling period with an affiliate of British retailer Sports Direct
International PLC that purchased the brand last week.

DBR relates Mr. Baker said the sputtering economy didn't derail
the motocross market's loyal followers.  Mr. Baker once oversaw No
Fear's retail operations.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  Pachulski Stang
Ziehl & Jones LLP represents the Committee.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NORANDA OPERATING TRUST: DBRS Assigns Final 'BB' Rating
-------------------------------------------------------
DBRS has finalized its rating of BB (high) with a Stable trend for
the $90 million of 6.875% senior secured notes (Senior Secured
Notes) due December 28, 2016, issued by Noranda Operating Trust
(the Trust) by way of a private placement that has closed.  The
Senior Secured Notes issuance has been made by way of a
confidential offering memorandum dated July 22, 2011, that is
consistent with the Trust's draft offering memorandum dated July
22, 2011; the public disclosure documents of Noranda Income Fund;
and other materials that DBRS had examined prior to assigning the
provisional rating to the Senior Secured Notes (see the July 25,
2011, press release "DBRS Assigns Provisional BB (high) Rating to
Noranda Operating Trust's Senior Secured Notes").  The Trust has
also announced that concurrent with the offering of the Senior
Secured Notes, it has entered into a five-year secured asset-based
revolving credit facility, which will provide up to a maximum $150
million in borrowing capacity.

DBRS expects that the Trust will use the net proceeds from the
sale of the Senior Secured Notes, together with borrowings under
the asset-based revolving credit facility, to repay all amounts
outstanding under its existing bridge facility and for general
corporate purposes.  DBRS considers that the issuance of the
Senior Secured Notes and the signing of the asset-based revolving
credit facility will provide the Trust adequate funding capacity
to meets its normal-course needs until their respective maturity
dates in 2016.


NUVILEX INC: Says Cease Trade Order Has No Effect to Operations
---------------------------------------------------------------
Nuvilex, Inc., on May 27, 2011, received a Cease Trade Order from
the British Columbia Securities Commission notifying the Company
that trading of the Company's securities would cease on the
British Columbia Securities Exchange.  The reason cited for the
Cease Trade Order, a copy of which is available for free at
http://is.gd/Wj0jzF,is that the Company failed to file copy of
its press releases and quarterly financial reports with the
British Columbia Securities Commissionas required under Part 7 of
NI 51-502 and section 5(b) of BCI 51-509.

The Company was unaware of any filing requirements or obligations
of the British Columbia Securities Commission; however, it
subsequently learned that an analyst report was inadvertently
emailed by a broker to several Canadian residents, creating a
filing obligation under the regulations cited.

Nuvilex has relatively few Canadian shareholders and there was
minimal trading of the Company's securities on the British
Columbia Securities Exchange prior to the Cease Trade Order.
Accordingly, Nuvilex does not anticipate that the Cease Trade
Order will have a material effect on the Company's operations or
liquidity.

                         About Nuvilex Inc.

Scottsdale, Ariz.-based Nuvilex Inc. (OTC BB: NVLX) --
http://www.nuvilex.com/-- operates independently and through
wholly-owned subsidiaries and is dedicated to bringing to market
scientifically derived products designed to improve the health and
well-being of those who use them.  The Company currently
manufactures, directly or indirectly through independent
contractors Cinnergen(TM), Cinnechol(TM), Infinitink(R) (and
related private label ink products), and Talysn(TM) Scar Cream for
sale worldwide.

The Company's balance sheet at Jan. 31, 2011, showed $1.2 million
in total assets, $3.4 million in total liabilities, all current,
and a stockholders' deficit of $2.2 million.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about
Nuvilex's ability to continue as a going concern, following the
Company's results for the fiscal year ended April 30, 2010.  The
independent auditors noted that the Company has suffered recurring
losses from operations.


OLSEN AGRICULTURAL: U.S. Trustee Balks at Hamstreet Application
---------------------------------------------------------------
The United States Trustee Robert D. Miller, Jr., objects with the
U.S. Bankruptcy Court for the District of Oregon to the indemnity
and limitation of liability provisions included as part of the
application to employ Clyde A. Hamstreet & Associates LLC filed by
Olsen Agricultural Enterprises LLC.

According to the U.S. Trustee, the firm agreed to provide advice
and recommendations to the Debtor with regard to financial matters
and engage in certain negotiations on the debtor-in-possession's
behalf.  The firm will not, however, be making any decisions for
management.  The Debtor now requests Court approval to employ the
firm as the DIP's restructuring consultant and financial advisor
based, primarily, on the firm term sheet.

The U.S. Trustee also notes that the firm's employees will be
billing the estate by the hour with rates ranging from $100 per
hour for paraprofessional personnel to $500 per hour for Clyde
Hamstreet.  Other personnel listed on the application as
consultants bill at hourly rates of $230, $310 and $360.

The U.S. Trustee adds the DIP budgeted for a total of $620,000 for
firm consulting fees between June 2011, and December 2011.

The term sheet provides that the firm will not be liable for
damages unless the damages are the result of the firm's gross
negligence or willful misconduct and that in no event will the
firm be liable for consequential, indirect, punitive damages,
damages for lost profits or opportunities or other similar
damages, says the trustee.

The U.S. Trustee respectfully objects to the firm's employment
unless the order authorizing the firm's employment also provides
that the firm not be indemnified for claims arising from the
firm's negligence, as well as gross negligence or willful acts or
omissions, and that the firm's liability not be limited as
proposed in the term sheet.

               About Olsen Agricultural Enterprises

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

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

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

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


OMEGA NAVIGATION: Wants to Use Cash Collateral to Fund Operations
-----------------------------------------------------------------
The Hon. Karen Brown of the U.S. Bankruptcy Court for the Southern
District of Texas, will convene a hearing today, Aug. 1, 2011, at
2:00 p.m., to consider the request of Omega Navigation Enterprises
Inc., et al., for authorization to use cash collateral of existing
secured lenders.

The Debtors indebtedness includes:

   1. Approximately $242.72 million under the Senior Facility
where HSH Nordbank AG, is agent, security agent and trustee, and
HSH Nordbank AG, Credit Suisse, The Governor and Company of the
Bank of Scotland, and Dresdner Bank AG are lenders.  The Senior
Facility is secured by, among other things, Vessel Owners'
guarantees, first priority mortgages, first priority assignment of
insurances in respect to the vessels, and first priority
assignment of each of the vessels' earnings.

   2. Approximately $36.2 million under the Junior Credit
Agreement where The Bank of Tokyo-Mitsubishi UFJ, Ltd, New York
Branch and NIBC Bank N.V. are swap banks, NIBC Bank N.V. is
appointed agent, and BTM and NIBC Bank N.V. are lenders.  The
Junior Credit Agreement is secured by, among other things, Vessel
Owners' guarantees, second priority mortgages, second priority
assignment of insurances in respect to the vessels, and second
priority assignment of each of the vessels' earnings.

   3. $5,250,000 under secured demand convertible promissory note
between Omega and One Investments, Inc. dated July 16, 2010.  The
Promissory Note is due on demand at any time after its first
anniversary.  The Promissory Note is secured by a pledge of all
shares of Omnicrom Holdings Ltd. and a guarantee by Omnicrom
Holdings Ltd.  Georgios Kassiotis is the president of One
Investments, Inc.  Mr. Kassiotis is also an officer of each of the
Debtors and a director of each of the Debtors (except for Omega
Navigation (USA) LLC, which is member managed).

The Debtors relate that as of the Petition Date, they do not have
sufficient unencumbered cash to fund their business operations and
pay present operating expenses.  The Debtors have an urgent need
for the immediate use of the Cash Collateral to fund the operating
expenses.

The Debtors believe that the prepetition lenders are adequately
protected for the use of the cash collateral in that the orderly
liquidation value of the prepetition lenders' collateral exceeds
the amounts outstanding under the Senior Facility and Junior
Credit Agreement.  Specifically, as of the Petition Date, the
prepetition lenders' combined debt is approximately $278.9 million
and the book value of the vessels exceeds $390 million.

As additional adequate protection, the Debtor will grant the
prepetition lenders for the use of the replacement liens in
accounts receivable, including cash generated or received by the
Debtors subsequent to the Petition Date.

                   About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Bracewell & Giuliani LLP serves as counsel to the Debtors.
Jefferies & Company, Inc., is the financial advisor.


OMEGA NAVIGATION: Meeting of Creditors Scheduled for Aug. 23
------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Omega Navigation Enterprises Inc., et al.'s Chapter 11 case on
Aug. 23, 2011, at 9:00 a.m.  The meeting will be held at Suite
3401, 515 Rusk Ave, Houston, Texas.

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

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

Proofs of claim for all creditors (except a governmental unit) are
due Nov. 11, 2011.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Bracewell & Giuliani LLP serves as counsel to the Debtors.
Jefferies & Company, Inc., is the financial advisor.


OPEN SOLUTIONS: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Open Solutions,
Inc., is a borrower traded in the secondary market at 86.70 cents-
on-the-dollar during the week ended Friday, July 29, 2011, a drop
of 0.20 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 212.5 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 18,
2014, and carries Moody's 'B1' rating and Standard & Poor's 'BB-'
rating.  The loan is one of the biggest gainers and losers among
206 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Headquartered in Glastonbury, Conn., Open Solutions, Inc., is a
privately held provider of core data processing and information
management software solutions for financial institutions including
community banks / thrifts and credit unions.  In January 2007, the
company was acquired by The Carlyle Group and Providence Equity
Partners in a leveraged transaction of roughly $1.4 billion
including the assumption of debt.


OPTIMUMBANK HOLDINGS: Fails to Comply with NASDAQ's Listing Rule
----------------------------------------------------------------
OptimumBank Holdings, Inc., on July 19, 2011, received a written
notice from the Listing Qualifications Staff of The Nasdaq Stock
Market notifying the Company that it fails to comply with Nasdaq's
Listing Rule 5550(a)(5) because its market value of publicly held
shares, over the last 30 consecutive trading days, fell below the
minimum $1,000,000 requirement for continued listing on the Nasdaq
Capital Market.  In accordance with Listing Rule 5810(c)(3)(D),
the Company will be provided 180 calendar days, or until Jan. 17,
2012, to regain compliance.  If at any time before Jan. 17, 2012,
the MVPHS of the Company's common stock is $1,000,000 or greater
for a minimum of 10 consecutive business days, the Staff will send
written notification stating that the Company has achieved
compliance with the Rule.  If compliance with the rule cannot be
demonstrated by Jan. 17, 2012, the Staff will provide written
notice that the Company's common stock will be delisted.  At that
time, the Company may appeal the Staff's determination to delist
its common stock to a Listing Qualifications panel.

The Company has commenced a private placement offering of its
common stock in order to raise additional capital.  If this
offering is successful, the Company believes that it will be able
to achieve compliance with the Rule by the stated deadline.
However, there can be no assurance that the current offering will
be successful or that the Company will achieve compliance with the
Rule by the stated deadline.

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company reported a net loss of $8.45 million on $8.78 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $11.48 million on $14.00 million of
total interest income during the prior year.

As reported by the TCR on April 20, 2011, Hacker, Johnson & Smith
PA, in Fort Lauderdale, Florida, noted that the Company's
operating and capital requirements, along with recurring losses
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2011, showed $183.80
million in total assets, $182.12 million in total liabilities and
$1.67 million in total stockholders' equity.


OUTSOURCE HOLDINGS: MidSouth Closes Purchase of Jefferson Bank
--------------------------------------------------------------
MidSouth Bancorp, Inc.'s subsidiary, MidSouth Bank, NA, finalized
its purchase of all five Jefferson Bank locations in the Dallas-
Fort Worth area.  MidSouth Bank acquired the branch network from
First Bank and Trust Company, which purchased Jefferson Bank's
assets in connection with the bankruptcy filing of Jefferson
Bank's parent company.

As part of the transaction, MidSouth Bank acquired $70 million in
loans and assumed $164 million in deposits.  The Dallas market,
said MidSouth Bank President and CEO Rusty Cloutier, fits
perfectly with the bank's strategic expansion plans in Texas.
"The Dallas acquisition is a great opportunity for us to meet our
goal of expanding our franchise in Texas," he noted, adding that
the bank continues to look for opportunities in these markets
where it can provide competitive financial services to customers.
"We are happy to welcome Jefferson Bank customers and employees to
MidSouth Bank and remain very enthusiastic about Texas, where more
jobs have been created in the past five years than in all other
states combined," he continued.  "Adding Dallas to our current
Texas operations doubles our market share in Texas, and it gives
us a strong footprint in a great state."

Cloutier commented further that MidSouth Bank is getting a high-
quality workforce.  "Jefferson Bank has some talented employees,
and our existing staff is working hard to make them feel right at
home as they make the transition," he said.  Lynn Fowler, a Senior
Vice President at MidSouth Bank for the past four years, has
returned home to Dallas to serve as Regional President of the
bank's Dallas and Central Texas Regions. Fowler has 33 years of
banking experience.

Over the weekend of July 29-Aug. 1, signs on the Jefferson Bank
buildings will be changed to MidSouth Bank, the first step in a
two-phase conversion plan.  Full conversion of systems, products
and services will take place the weekend of Sept. 9.

                      About MidSouth Bancorp

MidSouth Bancorp, Inc. is a bank holding company headquartered in
Lafayette, Louisiana, with assets of $1.0 billion as of Dec. 31,
2010.  Through its wholly owned subsidiary, MidSouth Bank, N.A.,
MidSouth offers a full range of banking services to commercial and
retail customers in south Louisiana and southeast Texas. MidSouth
Bank has 34 locations in Louisiana and Texas and 48 ATMs.

                        About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset was its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 11-41938) on April 3, 2011.  Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource
Holdings' bankruptcy counsel.  The Debtor also tapped Commerce
Street Capital, LLP, as investment banker and financial advisor,
Fenimore, Kay, Harrison & Ford, LLP as special transaction and
regulatory counsel.  The Debtor disclosed $10,571,121 in assets
and $13,887,431 in liabilities as of the Chapter 11 filing.

Anthony J. Pacchia was appointed as Chapter 11 examiner in the
Debtor's case.  The examiner tapped Cole, Schotz, Meisel, Forman &
Leonard, P.A., as counsel and Traxi, LLC, as financial advisors.

No creditors' committee has been appointed in the case.


PACESETTER FABRICS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Pacesetter Fabrics LLC delivered its schedules of assets and
liabilities to the U.S. Bankruptcy Court for the Central District
of California, disclosing

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property           $33,695,869
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,181,764
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $400
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,417,418
                                ------------     ------------
        TOTAL                    $33,695,869      $28,599,582

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

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011, estimating assets and
debts of $10 million to $50 million.  Judge Ernest M. Robles
presides over the case.  The Debtor is represented by Brian L.
Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E. Shin,
Esq., at Rutter Hobbs & Davidoff Incorporated.

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.


PACIFIC CAPITAL: DBRS Assigns 'B' Issuer & Senior Debt Ratings
--------------------------------------------------------------
DBRS Inc. has commented on the 2Q11 earnings of Pacific Capital
Bancorp.  DBRS rates the Company's Issuer & Senior Debt at B
(high) with a Positive trend.  PCBC reported net income of $21.0
million for the second quarter, up from $16.8 million in 1Q11 and
$20.8 million in 4Q10.

On a sequential quarter basis, higher net interest income
reflecting material margin improvement more than offset lower
noninterest income and higher expenses.  DBRS notes that the
Company completed its initiative to consolidate all brand names
into the single brand name of Santa Barbara Bank & Trust.  DBRS
believes the consolidation should reduce costs, make marketing
efforts easier and build its brand in central California.

Net interest income jumped 11% during the quarter to $60.2 million
reflecting higher loan accretion related to better than expected
cash flows from the legacy loan portfolio, which was marked to
fair market value at the time of acquisition.  Higher investment
securities balances and lower deposit costs also contributed to
the increase.  In total, the margin increased to a strong 4.42%
from 3.99% in the first quarter.  While net interest income
benefited from accretion, loans held for investment declined 3%,
as new originations have not been able to keep up with declines in
the legacy portfolio.

Fee income was down modestly.  The Company noted that they have
stopped selling non-conforming residential mortgage products into
the secondary markets, which has hurt gains on sale of loans.

Expenses increased almost $2 million, or 4%.  The previously
mentioned brand consolidation primarily drove the sequential
quarter increase, and to a lesser extent, technology investments.
With significant investments still needed in technology and
personnel, the Company expects expenses to continue to increase
over the coming quarters.  These investments should eventually
lower costs, improve customer service and provide scalability for
future growth.

With solid earnings and balance sheet contraction, the Company
continues to improve its capital position.  Specifically, PCBC's
tangible common equity ratio improved almost a full percentage
point to 10.67% from 9.76% in 1Q11.


PHIL HAMILTON: Judge Rejects Plan; Must File New Plan by Aug. 8
---------------------------------------------------------------
Peter Frost at dailypress.com reports that bankruptcy judge Frank
J. Santoro rejected former Del. Phil Hamilton's plan to pay back
some of his and his wife's creditors in their Chapter 13
bankruptcy case.

The Daily Press reports that the Hamiltons' have until Aug. 18,
2011, to file the modified plan.

According to the report, the Hamiltons' original proposal was to
pay back part of the money they owed to more than 20 creditors
over a five-year period.  But the bankruptcy trustee handling the
case filed an objection to the repayment plan, saying it "is
underfunded and will not pay out as proposed."

The report relates that the original plan was filed March 10,
nearly two months before Mr. Hamilton's federal trial on bribery
and extortion charges.  Mr. Hamilton was convicted on May 11 of
both charges for his role in securing state funding to create the
Center for Teacher Quality and Educational Leadership at Old
Dominion University at the same time that he was negotiating for a
job there as director.  At the time, the couple proposed to retain
their Port Warwick home and continue to make two monthly mortgage
payments on the property, by far their largest debt.

The report says their plan called for paying back other creditors
starting with monthly payments of $375 for the first six months
and graduating to $1,320 per month for the following 54 months.
They proposed making total payments of $73,800, including $4,000
to the Internal Revenue Service and $1,000 to the state for unpaid
taxes.

Unsecured creditors would receive roughly 3 percent back from the
$87,101 they hold of the Hamiltons' debt, notes Mr. Frost.

At the heart of the trustee's objection were questions about the
Hamiltons' ability to repay creditors as promised with
Phil Hamilton facing the federal trial and Kim Hamilton
unemployed.  The Hamiltons and the trustee in April reached a
settlement on the objection, which the court sustained on
Thursday.

Now that federal prosecutors are pushing for a prison sentence of
12 years or more, it's unclear how the couple plans to repay those
debts, raising the possibility that the case may be converted to a
Chapter 7 liquidation.

Hamilton and his wife, Kim, filed for bankruptcy under chapter 13
in February 2011, reporting that they owe creditors nearly
$600,000.


POINT BLANK: Court OKs $6-Mil. Bulletproof Vest Settlement
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge approved a $6
million settlement Point Blank Solutions Inc. struck with Japan-
based manufacturer Toyobo Co., which supplied the body-armor maker
with millions of dollars worth of thread that allegedly weakened
Point Blank's bulletproof vests.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and Brian
L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel.


POLI-GOLD LLC: Has Until Aug. 15 to Propose Reorganization Plan
---------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona extended Poli-Gold, L.L.C.'s exclusive periods
to file and solicit acceptances for the proposed plan of
reorganization until Aug. 15, 2011, and Oct. 14, respectively.

As reported in the Troubled Company Reporter on June 22, 2011, the
Debtor related that it needs more time to negotiate with its
primary secured creditor, and Environmental Protection Agency,
another primary party in Debtor's case.  The Debtor believes it is
making progress with the parties relating to consensual plan
treatment and potential settlements, but cannot finalize the items
prior to June 15.

The TCR reported on July 11, that secured creditor AZ-Havasu, LLC,
formerly IMH Special Asset NT 238, LLC, asked the Court to deny
the Debtor's request to extend its exclusivity periods.  AZ-Havasu
also requested that no further extension of the exclusivity
periods for filing and confirming a plan be granted.

                          About Poli-Gold

Fort Mohave, Arizona-based Poli-Gold, LLC, owns a cabin and RV
resort in Panguitch, Utah.  It also owns a commercial
building/warehouse/storage facility in Fort Mohave, Arizona, as
well as a commercial property in Lake Havasu City, Arizona, and
some vacant lots in Kingman, Arizona.

Poli-Gold filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-37018) on Nov. 17, 2010.  Attorneys at Engelman
Berger, P.C., serve as the Debtor's bankruptcy counsel.  Keller
Williams River Cities Specialists serves as real estate listing
broker.  In its schedules, the Debtor disclosed assets of
$30,384,943 and liabilities of $14,401,515 as of the petition
date.


PRECISION DRILLING: Moody's Affirms 'Ba1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
(CFR) of Precision Drilling Limited, assigned a Ba1 rating to
Precision's proposed issuance of US$300 million of senior
unsecured notes and raised the rating on existing senior unsecured
notes to Ba1 from Ba2. The Speculative Grade Liquidity rating was
raised to SGL-1 from SGL-2. The proceeds of the notes will be used
to fund the company's expanded growth capital expenditure program.
The rating outlook is stable.

Upgrades:

   Issuer: Precision Drilling Corporation

   -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
      SGL-2

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1,
      LGD4, 60% from Ba2, LGD5, 72%

Assignments:

   Issuer: Precision Drilling Corporation

   -- Senior Unsecured Regular Bond/Debenture, Assigned Ba1, LGD4,
      60%

Withdrawals:

   Issuer: Precision Drilling Corporation

   -- Senior Secured Bank Credit Facility, Withdrawn, previously
      rated Ba1, LGD3, 39%

RATINGS RATIONALE

The upgrade in the senior unsecured rating to Ba1 reflects the
lower proportion of prior-ranking senior secured debt in the
capital structure (the undrawn US$550 million secured revolver) as
a result of the proposed issuance of US$300 million of senior
unsecured notes. This notching is in accordance with Moody's Loss
Given Default (LGD) Methodology.

Precision's Ba1 Corporate Family Rating reflects its favorable
market position and broad geographic footprint in the major North
American land drilling markets, a high quality rig fleet, low
leverage, and history of conservative fiscal management. The
rating also considers the company's solid operating margins, the
ability to generate strong operating cash flow, and longstanding
customer relationships and contracted rig position that reduce
cash flow volatility.

Precision's servicing and manufacturing businesses, while small,
also add some diversity to the revenue mix. The rating is
restrained by concentration in one general major market - North
America - and the inherent cyclicality of contract land drilling.

Precision's SGL-1 liquidity rating reflects excellent liquidity.
The company will have $500 million of cash pro-forma, which will
fund expected negative free cash flow of $350mm after material
growth capex spending, and augmented by $525 million of unused
committed availability under its $550 million authorized line,
which expires in November, 2015. There are no debt maturities in
the next 12 months. The revolving credit facility has three
financial covenants - a maximum consolidated senior debt to EBITDA
of 3.0x, a maximum total debt to EBITDA of 4.0x, and a minimum
EBITDA to interest of 2.75x. The company should be comfortably in
compliance with the financial covenants through mid-2012.
Precision's alternative sources of liquidity are limited
principally to the sale of existing assets, which are largely
encumbered.

The stable outlook reflects Precision's contracted rig position,
Moody's expectation that its rig utilization will remain favorable
through at least mid-2012, and the company's favorable leverage.
The rating could be upgraded if the company has a contracted rig
position and volume of business that would support a ratio of debt
to EBITDA of no greater than 2.5x and EBIT to interest of at 5x
during a down cycle in the rig drilling market. Moody's forward
view of leverage would include the impact of a settlement of the
potential tax liability with the Canada Revenue Agency. In order
to be upgraded to the investment grade level Moody's also expects
Precision to have no secured debt in its capital structure. A
negative rating action is unlikely in 2011 or 2012. Longer term,
negative pressure may result if leverage increases considerably
from today's levels in combination with a prolonged downturn in
the North American onshore drilling market: more specifically, if
debt to EBITDA appears poised to rise above 4.0x.

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

Precision Drilling Corporation is a Calgary, Alberta-based
corporation engaged in onshore drilling and providing well
completion and production services to upstream oil and gas
companies in North America.


PREMIERE HOLDINGS: 5th Cir. Affirms 20-Yr Sentence on Ex-CEO
------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed a
district court order sentencing Ted Russell Schwartz Murray to 240
months imprisonment with three years of supervised release.  Mr.
Murray was convicted for making and subscribing to a false tax
return and multiple counts of conspiracy, mail fraud, and
securities fraud.  He appeals his sentence on four grounds: (1)
the application of the 2001 version of the United States
Sentencing Guidelines to his case violated the ex post facto
clause; (2) the district court used improper methodology in
computing the amount of loss under U.S.S.G. Sec. 2B1.1(b)(1); (3)
the district court committed plain error in applying the U.S.S.G.
Sec. 3B1.1(a) leader/organizer enhancement; and (4) the district
court imposed a substantively unreasonable sentence.  A three-man
panel of the Fifth Circuit, consisting of Circuit Judges W. Eugene
Davis, Edward C. Prado, and Priscilla Owen, however, found no
reversible error.

The case is United States of America, Plaintiff-Appellee, v. Ted
Russell Schwartz Murray, Defendant-Appellant, No. 09-20813 (5th
Cir.). A copy of the Fifth Circuit's decision dated July 27, 2011,
and written by Judge Davis, is available at http://is.gd/nqwmdd
from Leagle.com.

Mr. Murray was the majority shareholder, President, and Chief
Executive Officer of Premiere Holdings, which was created by
merging Murray's solely owned company, Money Mortgage Corporation
of America, with Lapin & Wiggington, an asset management company
owned by his codefendants, David Lapin and Carl Wiggington.
Premiere solicited money from investors to fund real estate loans
through its P72 Program.  Mr. Murray and his codefendants falsely
promised to give investors an interest in safe and secure real
estate investments that yielded 12% returns.

In many instances, Premiere lent to highly risky borrowers and did
not obtain the high-quality collateral promised to secure the
loans.  Also, Mr. Murray charged a 25% loan origination fee, a
material fact that was never disclosed to investors.  Because most
of the loans Premiere made were nonperforming, later investors'
funds were used to pay the promised 12% returns to earlier
investors, thus hiding Premiere's true financial condition.

By September 2001, several of the largest loans were in default
and Premiere could not recruit enough new investors to hide the
losses.  Mr. Murray and his codefendants used the economic decline
following the September 11 terrorist attacks as an excuse for the
failure of the P72 Program, and Premiere filed for Chapter 11
bankruptcy on Oct. 2, 2001.  At that time, Premiere had
outstanding loans totaling $165 million.  A group of the defrauded
investors (who banded together and asserted their claims under the
name Presidential Partnership), Mr. Lapin, and the bankruptcy
trustee took over the loans in an attempt to recover any
outstanding value remaining in the underlying collateral.


PRO CLEAR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Pro Clear Aquatic Systems, Inc.
        fdba Aqua Clear Aquatics
        2959 Mercury Road
        Jacksonville, FL 32207

Bankruptcy Case No.: 11-05530

Chapter 11 Petition Date: July 27, 2011

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

Debtor's Counsel: Jason A Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: (904) 521-9868
                  E-mail: jason@jasonaburgess.com

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

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

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

The petition was signed by Nikolin Lari, president.


RADIENT PHARMACEUTICALS: Alleged to Be in Default of Settlement
---------------------------------------------------------------
As discussed in Radient Pharmaceuticals Corporation's Current
Report Form 8-K filed on July 1, 2011, Alpha Capital Anstalt and
Whalehaven Capital Fund Ltd. filed a complaint against the Company
regarding the number of warrants they received in the Registered
Direct Offering that the Company completed in November 2009 and
the shareholder vote obtained at the Company's Dec. 3, 2010,
annual shareholder meeting.  On May 10, 2011, the Company entered
into a settlement agreement with the Plaintiffs pursuant to which
the Company agreed to issue that number of shares of the Company's
common stock equal in value to $10,912,055 at the time of
issuance, which shares were evidenced in part by convertible
promissory notes issued to the Plaintiffs.  On May 24, 2011, the
Company received court approval to issue those shares pursuant to
the provisions of Section 3(a)(10) of the Securities Act of 1933.
Under the terms of the court approved settlement, the parties
filed a Stipulation of Discontinuance of the lawsuit with the
relevant court.

Pursuant to the Settlement Agreement, the Company initially
delivered to Plaintiffs 500,000 shares of the Company's common
stock and an additional 20.5 million shares of common stock when
the Company was delisted from the NYSE-AMEX on June 22, 2011.  The
remainder of the shares to be issued were evidenced by two
convertible promissory notes in the amounts of $6,096,757 to Alpha
Capital and $4,674,898 to Whalehaven.  Based on the per share
Conversion Price then in effect, upon full conversion of their
notes, the beneficial ownership, as defined in Rule 13d-3(1)
promulgated under the Securities Exchange Act of 1934, as amended,
of Whalehaven would have been 19,841,556 shares of common stock
and the beneficial ownership of Alpha Capital would have been
25,876,314 shares of common stock; in each case, in excess of 10%
of the total issued and outstanding voting shares of the Company,
after giving effect to such issuances.  As a result of their
beneficial ownership in the Company, the Company believes that the
Plaintiffs are affiliates of the Company and, as such, any re-sale
by Plaintiffs must be made in accordance with the safe harbor
provisions of Rule 144 even though such shares were initially
issued as "exempt securities" pursuant to Section 3(a)(10) of the
Securities Act.

On July 19, 2011, Plaintiffs wrote a letter to the Court disputing
the Company's position that they are affiliates and seeking
judgment in default of the Settlement Agreement.  The Company
strongly believes that a default has not occurred; the Company
maintain that it is in compliance with the terms of the Settlement
Agreement and the Company is vigorously defending its position.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by Aug. 31, 2010.

The Company reported a net loss of $85.71 million on $231,662 of
net revenues for the year ended Dec. 31, 2010, compared with a net
loss of $16.62 million on $8.62 million of net revenues during the
prior year.

The Company's balance sheet at March 31, 2011, showed $5.56
million in total assets, $19.04 million in total liabilities, all
current, and a $13.48 million total stockholders' deficit.

RPC's Form 10-K for the fiscal year ended Dec. 31, 2010, included
an audit opinion with a "going concern" explanatory paragraph.  As
reported by the TCR on May 31, 2011, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2010 and 2009,
and has a working capital deficit of approximately $53 million at
Dec. 31, 2010.


REAL MEX RESTAURANTS: Reaches Deal to Waive Covenants
-----------------------------------------------------
Real Mex Restaurants, Inc. has reached an agreement with lenders
to waive and amend certain covenants as it works to revise its
corporate capital structure.  The company also reported that it
made a $9.1 million interest payment due this month.  An affiliate
of Sun Capital Partners provided additional liquidity as part of
the ongoing restructuring process.

All financial stakeholders are working together on a revised
capital structure that recognizes economic realities and addresses
future needs, the Company said.

"Our core business continues to improve and the operating
performance of our restaurant brands is making strong progress
under new leadership," said Real Mex Chairman & CEO David
Goronkin.  "Although our company continues to generate substantial
earnings, the current capital structure, certain above-market
leases and the soft economy slow our headway.  By addressing these
issues now we'll be able to move forward more quickly."

                       About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.  At the end of August
2010, Moody's said the 'Caa2' CFR continues to reflect the
challenges Real Mex will face to reverse its revenue decline
primarily driven by the ongoing, albeit somewhat decelerated,
negative same store sales trend, in a very difficult operating
environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.

As reported by the TCR on June 28, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Cypress, Calif.-
based Real Mex Restaurants Inc. to 'CCC' from 'B-'.  "The rating
actions reflect our view that operating performance will remain
weak in 2011, likely requiring the company to amend financial
covenants," said Standard & Poor's credit analyst Andy Sookram.

The Company reported a net loss of $17.78 million on $227.91
million of total revenues for the six months ended Dec. 26, 2010,
compared with a net loss of $49.59 million on $500.60 million of
total revenues for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at March 27, 2011, showed $276.64
million in total assets, $255.35 million in total liabilities and
$21.29 million in total stockholders' equity.


RPM FINANCIAL: NRC to Auction 16 Operating Convenience Stores
-------------------------------------------------------------
Convenience Store News reports that NRC Realty & Capital Advisors
has been retained by the U.S. Bankruptcy Court for the Middle
District of Alabama to auction 16 operating and recently-closed
convenience stores with gas.  The properties are owned and
operated by RPM Financial LLC and its affiliated company, USA
Travel, who are the debtors and sellers of the property.

According to the report, thirteen of the stores are located in
Alabama.  The other three are located in Gulf Breeze, Fla.,
Pensacola, Fla., and Cuthbert, Ga. The sales will take place under
a sealed bid process, with a deadline of Sept. 15.  All sales are
subject to court approval.

All 16 properties are lien-free and being sold without supply or
branding agreements, NRC said.  "The operating sites have good
sales volumes, and a number of the facilities are less than 10
years old," said Evan Gladstone, NRC's executive managing
director.

Based in Highland Home, Alabama, RPM Financial LLC filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Lead Case
No.11-30545) on March 2, 2011.  Judge William R. Sawyer presides
over the case.  George W. Thomas, Esq., at Kaufman, Gilpin,
McKenzie, P.C., represents the Debtors.  The Debtors estimated
assets of less than $50,000, and debts of between $100,000 and
$500,000.


SBARRO INC.: Bank Debt Trades at 3% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Sbarro Inc. is a
borrower traded in the secondary market at 96.90 cents-on-the-
dollar during the week ended Friday, July 29, 2011, a drop of 0.31
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Jan. 31, 2014, and
Standard & Poor's D (Default) rating.  The loan is one of the
biggest gainers and losers among 206 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  According to its schedules, the Debtor disclosed
$51,537,899 in total assets and $460,975,646 in total debts.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.  DJM Realty Services, LLC,
serves as the Debtors' real estate consultant and advisor.


SEASON'S AT BIRDNECK: Files Schedules of Assets and Liabiites
-------------------------------------------------------------
The Season's at Birdnek Point, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Virginia its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,000,000
  B. Personal Property                   $48
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,493,415
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                     $7,000,048       $8,493,415

A copy of the Schedules of Assets & Liabilities is available at:
http://bankrupt.com/misc/SEASONSBIRDNEK_sal.pdf

                  About Season's at Birdnek Point

The Season's at Birdnek Point, LLC, based in Virginia Beach,
Virginia, filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-72915) on June 26, 2011.  Judge Frank J. Santoro presides
over the case.  John D. McIntyre, Esq., at Wilson & McIntyre,
PLLC, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets of $10 million to $50 million and debts of
$1 million to $10 million.  The petition was signed by John
Mamoudis, its member/manager.  The Debtor listed $7,000,048 in
total assets and $8,493,415 in total liabilities in its schedule
of assets and liabilities.


SEDA FRANCE: B&G Comments on Post-Petition Fee Court Decision
-------------------------------------------------------------
According to Bracewell & Giuliani, bankruptcy courts have long
debated the issue of whether an unsecured creditor can recover
post-petition legal fees under the Bankruptcy Code.  In the recent
decision of In re Seda France, Inc., Justice Craig A. Gargotta of
the United States Bankruptcy Court for the Western District of
Texas denied an unsecured creditor's claim for post-petition fees.
In doing so, the Court has once again left the unsecured creditor
with a bad taste in its mouth by declaring that an unsecured
creditor seeking post-petition fees is asking permission to have
its cake (a claim for principal, interest and pre-petition legal
fees under applicable loan documents) and eat it too (a claim for
post-petition legal fees).

Proponents of the view that an unsecured creditor cannot recover
post-petition legal fees point to section 506(b) of the Bankruptcy
Code, which allows as part of a creditor's secured claim the
reasonable attorneys' fees and costs incurred during the post-
petition period, and note the Bankruptcy Code is silent on an
unsecured creditor's right to post-petition legal fees.
Essentially, the argument is since Congress provided for post-
petition fees for secured creditors, it could have explicitly
provided for post-petition fees for unsecured creditors but chose
not to.  Proponents of the alternative view cite the Second
Circuit decision United Merchants and its progeny, where those
courts refused to read the plain language of section 506(b) as a
limitation on an unsecured creditor's claim for recovery of post-
petition legal expenses.  The theory is that while the Bankruptcy
Code does not expressly permit the recovery of an unsecured
creditor's claim for post-petition attorneys' fees, it does not
expressly exclude them either.  The basic tenant is that if
Congress intended to disallow an unsecured creditor's claim for
post-petition legal fees it could have done so explicitly.

In Seda, Aegis Texas Venture Fund II, LP timely filed a proof of
claim in Seda's Chapter 11 bankruptcy case claiming its
entitlement to principal, interest and pre-petition attorneys'
fees under its loan documents with Seda as well as post-petition
attorneys' fees for the duration of the case.  Aegis made various
arguments in support of the allowance of its post-petition legal
expenses including: (1) the explicit award of post-petition fees
to secured creditors under section 506(b) does not mean that such
a provision should not be implicitly read into section 502(b)
(i.e., unim est exclusion alterius ("the express mention of one
thing excludes all others") does not apply), (2) the United States
Supreme Court decision in Timbers does not control as Timbers
denied claims of an undersecured creditor for unmatured interest
caused by a delay in foreclosing on its collateral, (3) the right
to payment of attorneys' fees and costs exists pre-petition and it
should be irrelevant to the analysis that such fees are
technically incurred post-petition, (4) because the Bankruptcy
Code is silent on the disallowance of an unsecured creditor's
post-petition attorneys' fees, these claims should remain intact,
and (5) recovery of post-petition attorneys' fees and costs is
particularly appropriate where, as in Seda, the debtor's estate is
solvent and all unsecured creditors are to be paid in full as part
of a confirmed Chapter 11 plan.

The Seda Court rejected Aegis' arguments and held that an
unsecured creditor is not entitled to post-petition attorneys'
fees even where there is an underlying contractual right to such
fees and unsecured creditors are being paid in full.  With respect
to Aegis' argument on the proper interpretation of sections 506(b)
and 502(b), the Court cited the many instances in the Bankruptcy
Code where Congress expressed its desire to award post-petition
attorneys' fees (e.g., section 506(b)), and found that Congress
could have easily provided for the recovery of attorneys' fees for
unsecured creditors had that been its intent.  Regarding Aegis'
argument that Timbers does not control, the Court held that in
reaching its decision on the disallowance of a claim for unmatured
interest the Timbers Court found support in the notion that
section 506(b) of the Bankruptcy Code does not expressly permit
post-petition interest to be paid to unsecured creditors.  The
Seda Court held this ruling should apply equally to attorneys'
fees to prohibit recovery of post-petition fees and expenses by
unsecured creditors.  The Court further held that section 502(b)
of the Bankruptcy Code provides that a court should determine
claim amounts "as of the date of the filing of the petition," and
therefore attorneys' fees incurred after the petition date would
not be recoverable by an unsecured creditor.  In response to
Aegis' argument that non-bankruptcy rights, including the right to
recover post-petition attorneys' fees should be protected, the
Seda Court noted that the central purpose of the bankruptcy system
is "to secure equality among creditors of a bankrupt" and that an
unsecured creditor's recovery of post-petition legal fees, even
based on a contractual right, would prejudice other unsecured
creditors.  The Court held this is true even in the case where the
debtor was solvent and paying all unsecured creditors in full.
The Court noted that a debtor's right to seek protection under the
Bankruptcy Code is not premised on the solvency or insolvency of
the debtor and, therefore, the solvency of the debtor has no
bearing on the allowance of unsecured creditors' post-petition
legal fees.

Seda is the latest installment in the continued debate among the
courts whether to allow an unsecured creditor's post-petition
attorneys' fees.  The Seda Court is of the view that an unsecured
creditor cannot recover post-petition legal fees for the foregoing
reasons, most notably that the Bankruptcy Code is silent on their
provision and public policy disfavors the recovery of one
unsecured creditor's legal expenses incurred during the post-
petition period to the prejudice of other unsecured creditors.
Depending on the venue of the case, there will undoubtedly be many
more instances of unsecured creditors seeking recovery of their
post-petition attorneys' fees in a bankruptcy case until the
Supreme Court definitively rules on the issue.  Until then, keep
asking for that cake . . . .

Based in Austin, Texas, Seda France Inc. filed for Chapter 11
bankruptcy protection on Oct. 18, 2010 (Bankr. W.D. Tex. Case No.
10-12948).  Judge Craig A. Gargotta presides over the case.  Kell
C. Mercer, Esq., at Brown, McCarrol, LLP, represents the Debtor.
The Debtor estimated assets and debts between $1 million and
$10 million in the Chapter 11 petition.


SHAMROCK-SHAMROCK: Files Schedules of Assets And Liabilities
------------------------------------------------------------
Shamrock-Shamrock Inc. filed with the U.S. Bankruptcy Court for
the Middle District of Florida amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $12,091,327
  B. Personal Property               812,827
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,007,078
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $14,123
                                ------------     ------------
        TOTAL                    $12,904,154      $17,021,201

A full-text copy of the new Schedules is available for free at
http://bankrupt.com/misc/SHAMROCK-SHAMROCK_sal.pdf

In the original schedules, the Company disclosed assets of
$12,284,976 and liabilities of $17,021,201, owing on mortgages to
a variety of lenders.

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.


SHASTA LAKE: Files Schedules of Assets and Liabilities
------------------------------------------------------
Shasta Lake Resorts LP filed with the U.S. Bankruptcy Court for
the Eastern District of California its schedules of assets and
liabilities, disclosing:

Name of Schedule                     Assets       Liabilities
----------------                  -----------     -----------
A. Real Property                     $502,814
B. Personal Property              $11,208,626
C. Property Claimed as Exempt
D. Creditors Holding
    Secured Claims                                  $4,498,232

E. Creditors Holding
   Unsecured Priority Claims                          $114,482

F. Creditors Holding
    Unsecured Non-priority
    Claims                                          $2,183,568
                                   -----------     -----------
       TOTAL                       $11,711,440      $6,796,283

A full-text copy of the Schedules Assets and Liabilities is
available for free at:

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

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

SLR disclosed assets between $10,000,001 to $50,000,000, and debts
between $1,000,001 to $10,000,000.

SLR filed voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 11-37221)
on July 13, 2011.  Judge Christopher M. Klein is assigned to the
case.

Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento,
California, represents SLR.


SHASTA LAKE: Sec. 341 Creditors' Meeting Set for Aug. 22
--------------------------------------------------------
The United States Trustee for Region 17 will hold a meeting of
creditors pursuant to 11 U.S.C. Sec. 341 in the bankruptcy case of
Shasta Lake Resorts LP on Aug. 22, 2011, at 10:00 a.m. at the
Office of the U.S. Trustee, Robert T Matsui United States
Courthouse, 501 I Street, Room 7-500, in Sacramento, California
95814.

The last day to file proofs of claim is Nov. 21, 2011.

The Debtors' 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 Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

SLR estimated assets of $10 million to $50 million and debts
between $1 million and $10 million as of the Chapter 11 filing.

SLR filed voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 11-37221)
on July 13, 2011.  Judge Christopher M. Klein is assigned to the
case.  Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento,
California, represents SLR.


SHASTA LAKE: May Use BofA's Cash Collateral Until Sept. 7
---------------------------------------------------------
As of the Petition Date, Shasta Lake Resorts, LP's total secured
long-term liabilities were $4.5 million.  Of this, approximately
$4.1 million is owing to Bank of America.  The BofA loan is
secured by substantially all of the Debtor's assets, including
accounts receivables and boat inventory, under that certain Loan
and Consolidation Agreement dated as of Sept. 30, 2009 between the
Debtor and BofA.  The Debtor's aggregate trade debt as of the
Petition Date was approximately $1.9 million.

Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento,
California -- jdreher@downeybrand.com -- tells the U.S. Bankruptcy
Court for the Eastern District of California that the Debtor was
unable to repay or refinance the BofA loan on or before the
June 30, 2011 maturity date, which constituted an event of default
under the terms of the Loan Agreement, and BofA imposed the
$50,000 penalty on the Debtor.  On July 1, 2011, BofA, without
permission from SLR, unilaterally debited the Debtor's bank
account at BofA for $24,900, in partial satisfaction of the
penalty.

BofA has collateral valued at more than twice the outstanding
indebtedness, and it has enjoyed an aggressive amount of principal
repayment over the last two years, Mr. Dreher contends.
Nonetheless, he asserts, it has been unwilling to further extend
the loan's maturity date, reduce the interest rate charged on the
loan or otherwise relax these covenants for any meaningful period
of time.

By this motion, the Debtor seeks entry of an interim and final
order, authorizing it to use BofA's cash collateral.

The Debtor has an immediate need to use cash and receivables in
order to pay wages and other operating expenses of its resorts,
Mr. Dreher says.  He notes that SLR's access to sufficient use of
cash collateral is vital its continued operation of the Resorts
and maximization of the value of its assets.  Without the use of
cash collateral, the Debtor cannot continue to operate the Resorts
and the bankruptcy estate and all creditors will suffer immediate
and irreparable harm, he points out.

The Debtor asks for an order approving, but not requiring, it to
use cash collateral, in accordance with a proposed budget with a
20% variance to continue to fund operations to preserve the going
concern value of its business.

The value of BofA's personal property collateral, including the
houseboat rental fleet, at the time the Petition Date was
approximately $9.5 million, which amount does not include cash on
hand, Mr. Dreher avers.  He contends that this amount is not
expected to decline if the Debtor is permitted to use cash
collateral to pay the Resorts' operating expenses but will
increase the Debtor's available cash.  The secured portions of
BofA's claims are, therefore, adequately protected, he notes.

The Debtor further proposes to provide BofA with replacement liens
in the Resort's income generated from the operation of its
business from the time of the Chapter 11 petition forward to the
extent of the cash used, if there is an ultimate finding that the
Debtor's cash and receivables constitute BofA's collateral.  The
security interests of BofA will attach to this future income
stream to the same extent, validity and priority as existed at the
time of the Petition Date, Mr. Dreher says.

                          *     *     *

Judge Klein granted the Cash Collateral Motion on an interim
basis.  Final hearing on the motion will be on September 7, 2011.

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

SLR disclosed assets between $10 million to $50 million and debts
between $1 million to $10 million.

SLR filed voluntary petition for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 11-37221)
on July 13, 2011.  Judge Christopher M. Klein is assigned to the
case.  Jamie P. Dreher, Esq., at Downey Brand LLP, in Sacramento,
California, represents SLR.


SHASTA LAKE: Court Sets Status Conference for Aug. 31
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
sets these dates for the bankruptcy case of Shasta Lake Resorts
LP:

   * July 28, 2011, last date by which the Debtor must declare
     whether it holds, owns or possesses any legal or equitable
     interest in single asset real estate;

   * Aug. 4, 2011, last date by which the Debtor will file and
     serve a preliminary status report; and

   * Aug. 31, 2011, at 10:00 a.m., preliminary Chapter 11 status
     conference.

                        About Shasta Lake

Lodi, California-based Shasta Lake Resorts LP, also known as
houseboats.com, is a leading supplier of luxury houseboat rentals
in Northern California, operating a fleet of approximately 65
houseboats primarily out of its Jones Valley Resort on Shasta Lake
and its New Melones Lake Marina.  SLR offers a full service dock
at both Jones Valley Resort and New Melones Lake Marina, with
overnight and year round moorage and small boat and accessory
rentals.  SLR also operates floating stores, which sell everything
its customers may want to complete their houseboating experience,
including grocery items, bait and tackle, water sports and marine
items, unique gifts and apparel.  SLR offers slip rentals at
Sugarloaf Resort on Shasta Lake.

SLR disclosed assets between $10 million to $50 million and debts
between $1 million to $10 million.  SLR filed voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. Calif. Case No. 11-37221) on July 13, 2011.  Judge
Christopher M. Klein is assigned to the case.  Jamie P. Dreher,
Esq., at Downey Brand LLP, in Sacramento, California, represents
SLR.


SONRISE BAPTIST: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sonrise Baptist Church of Clovis, California
        3105 Locan Ave.
        Clovis, CA 93619

Bankruptcy Case No.: 11-18495

Chapter 11 Petition Date: July 27, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Bradley J. Jameson, Esq.
                  PHILLIPS, SPALLAS & ANGSTADT, LLP
                  3 Embarcadero Center #550
                  San Francisco, CA 94111
                  Tel: (415) 278-9400

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/caeb11-18495.pdf

The petition was signed by Sherman S. Smith, executive pastor.


SPANSION INC: Settlement With Samsung Approved by Court
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Spansion Technology Inc. was given bankruptcy court
approval last week to settle with Samsung Electronics Co.

Spansion and Samsung announced in June a settlement of all ongoing
patent litigation and disputes, including their respective
investigations with the US International Trade Commission.  Under
the terms of the agreement, Spansion and Samsung have agreed to a
seven year cross license of each other's patent portfolios.  As
part of the overall agreement, Samsung will pay Spansion $150
million over five years with an initial payment of $25 million due
in August 2011 and 20 quarterly payments of $6.25 million starting
in fiscal fourth quarter of 2011.  In addition, Spansion has
agreed to purchase Samsung's bankruptcy claim for $30 million,
which Samsung has elected to apply against the first $30 million
Samsung owes Spansion.  Provided that the bankruptcy court
approves the claim as requested, the purchase of Samsung's
bankruptcy claim will enable Spansion to retire between 1.65
million and 1.85 million shares.

                          About Spansion

Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On Feb. 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, served as bankruptcy counsel.  Michael R.
Lastowski, Esq., at Duane Morris LLP, served as the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee appointed an official committee of
unsecured creditors in the case.  As of Sept. 30, 2008, Spansion
disclosed total assets of US$3,840,000,000, and total debts of
US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  Spansion
Japan had US$10 million to US$50 million in assets and US$50
million to US$100 million in debts.

Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009.  Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.

Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt.  Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.


STERLING MINING: Court Confirms Third Amended Plan
--------------------------------------------------
Judge Terry L. Myers of the U.S. Bankruptcy Court for the District
of Idaho confirmed on July 12, 2011, Sterling Mining Company's
modified third amended plan of reorganization after determining
that the plan complies with the confirmation requirements under
Section 1129 of the Bankruptcy Code.

In a pre-confirmation report filed on June 28, the Debtor noted
that there was no objection filed to confirmation of the Plan by
the June 27 due date.

A full-text copy of the Plan Confirmation Order is available for
free at http://ResearchArchives.com/t/s?7695

Sterling Mining Co. previously received bankruptcy court approval
of the $24 million sale of its assets to Silver Opportunity
Partners LLC.

                        About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  Sterling is engaged
in the business of acquiring, exploring, developing and mining
mineral properties primarily those containing silver and
associated base and precious metals.  Sterling operates the
Sunshine Silver Mine in Idaho and has exploration projects in
Idaho, U.S.A. Sterling was incorporated under the laws of the
State of Idaho on February 3, 1903.

Sterling is currently a debtor-in-possession in Chapter 11
Bankruptcy in the District of Idaho, U.S.A.  Sterling Mining filed
for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case
No. 09-20178).  Bruce A. Anderson, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, Chartered represents the Debtor
as counsel.

As of Sept. 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.


STHI HOLDING: Moody's B2 Ratings Not Affected by Note Issuance
--------------------------------------------------------------
Moody's Investors Service commented that STHI Holding
Corporation's (Sterigenics) B2 Corporate Family and Probability of
Default Ratings remain unchanged following the company's private
placement of $95 million Senior Holdco PIK Notes due 2019
(unrated) at the parent company, STHI Holdings, Inc. The
additional debt was used to fund a distribution to current
shareholders.

While the company's ratings remain unchanged, Moody's views the
issuance as a credit negative due to the considerable increase in
outstanding debt. Additionally, Moody's believes the return of
equity so soon after the acquisition of Sterigenics by GTCR in
March 2011 evidences a more aggressive financial policy than
anticipated at the time of Moody's last rating action. Therefore,
Moody's views the company as having diminished flexibility within
the B2 Corporate Family Rating category.

Finally, the Loss Given Default assessment on the existing senior
secured notes have been revised to reflect the introduction of a
more junior piece of debt into the capital structure.

Ratings unchanged/LGD point estimates revised:

Corporate Family Rating, B2

Probability of Default Rating, B2

$475 million Senior Secured Notes due 2018, to B2 (LGD 3, 46%)
from B2 (LGD 4, 54%).

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

Sterigenics, headquartered in Oak Brook, IL, is a provider of
contract sterilization and ionization services for medical
devices, food safety and advanced materials applications. The
company operates 38 licensed operating facilities in North
America, Europe and Asia. For the twelve months ended March 25,
2011, the company recognized net revenue of approximately $275
million.


STILLWATER MINING: Moody's Upgrades Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service upgraded Stillwater Mining Company's
Corporate Family Rating (CFR) and Probability of Default Rating to
B2 from Caa1 in recognition of the continued improvement in
financial and operational performance which Moody's views as
sustainable. The $30 million rated revenue bonds due 2020 remained
at Caa1, even as their LGD Assessment changed, as they will be
structurally subordinated to any incremental debt (including the
current $200 million bridge financing facility) related to the
recently announced proposed acquisition of Peregrine Metals, a
Canada headquartered company. The rating outlook is stable.

Corporate Family Rating to B2 from Caa1;

Probability of Default Rating to B2 from Caa1;

$30 million Revenue Bonds due 2020 to Caa1 (LGD5, 79%) from Caa1
(LGD4, 53%).

RATINGS RATIONALE

The CFR upgrade reflects the meaningful recovery in Stillwater's
primary end-market (the automotive sector), associated increase in
demand for the company's mined platinum group metals (PGMs), and
the increase in both palladium and platinum prices throughout 2010
and into 2011. Despite the current robustness in precious metal
prices and the current credit metrics that remain strong for the
rating category, the upgrade is constrained to B2 by the company's
exposure to the volatile palladium and platinum precious metal
markets, primary reliance on mines in a single ore body, and
exposure to the cyclical automotive industry. Although its
acquisition of Marathon assets in Canada and potentially Altar
assets in Argentina will diversify the company geographically and
in terms of metal exposure, Moody's notes that neither of these
two assets is yet developed. Stillwater acquired Marathon PGM
Corporation in 2010, and has recently announced definitive
agreement to acquire Peregrine Metals and its Altar project in San
Juan, Argentina. Marathon is slated to start producing palladium
and platinum in 2014, whereas Altar is expected to start producing
copper and gold in 2017-18. Development of these properties will
require significant capital and expose Stillwater to material
operational and execution risks prior to the realization of any
production.

The stable rating outlook anticipates that Stillwater will
maintain a liquidity position sufficient to support its operations
over the next two years, while the company increases its capital
spend to develop the Marathon asset. A positive action is unlikely
in the near term given the execution risk and the likelihood that
the company could need to raise additional debt to support the
capital spend of roughly $450 million required to develop the
Marathon project through 2013-14. A negative outlook or downgrade
is possible if the company's liquidity level (unrestricted
cash/investments and availability) were to fall below $100 million
or if PGM prices drop substantially on a combined basis (over
25%). Leverage approaching 4.0 times and cash flow from operations
to debt below 20% could also result in negative rating pressure.

Moody's considers Stillwater to have good liquidity to support its
operations over the next twelve months. The liquidity position is
driven by unrestricted balance sheet cash of $43 million and $176
million of short term investments as of March 31, 2011.
Furthermore, Moody's expects that Stillwater would continue to
generate positive free cash flow over the next year given the
favorable metal prices. However, in absence of a revolving credit
facility, the level of cash/liquid investments on the company's
balance sheet remains critical to Moody's view on liquidity as
Moody's expects that the company's ability to generate positive
free cash flow after capital expenditures will be pressured as the
company will need to ramp up capital spending to support its
planned growth. The company does not currently maintain a
revolving credit facility and does not have financial maintenance
covenants.

The principal methodology used in rating Stillwater Mining Company
was the Global Mining Industry Methodology published in May 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Stillwater Mining Company is engaged in underground mining,
smelting and refining of palladium, platinum and associated
minerals. The company's mining operations consist of the
Stillwater and East Boulder mines, which are located at the
eastern and western ends of the J-M Reef in Montana, as well as
the Marathon PGM project in Canada. Stillwater also operates a
smelter and refinery where, in addition to processing its mined
production, it recycles spent automotive catalyst materials to
recover platinum group metals (PGMs). The company had revenue of
$592 million for the last twelve month period ended 3/31/2011.


STONE CREEK: Bankr. Court Determines Extent of Automatic Stay
-------------------------------------------------------------
At the behest of Stone Creek Village Property Owners Association,
Inc., Bankruptcy Judge Leif M. Clark issued a memorandum order
determining the scope and extent of the automatic stay in the
Debtor's case.  Essentially four categories of potential property
rights have been identified: the Common Area of Stone Creek
Village; the various assessments (regular, extraordinary, and
special); the rents collected from the various tenants of the
apartment units; and the fees and dues and reimbursements due the
Debtor for property management services, rent collection services,
and the payment of certain common utilities (trash collection,
cable service, and sewer).  Among other things, Judge Clark held
that the Debtor has no property interest in the Common Area of
Stone Creek Village under state law, and the Common Area is not
property of the Debtor's estate under 11 U.S.C. Sec. 541.  Judge
Clark held that understanding what is and what is not property of
the estate is essential to the determination of the scope of the
automatic stay, because the stay is imposed on actions that affect
property of the Debtor and property of the estate.  A copy of
Judge Clark's July 27, 2011 memorandum decision is available at
http://is.gd/ppQX8ofrom Leagle.com.

Boerne, Texas-based Stone Creek Village Property Owners
Association, Inc. -- taprins@prinslaw.com -- filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 10-54343) on November 4,
2010.  Todd A. Prins, Esq., at PRINS LAW FIRM, in San Antonio,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated under $50,000 in assets and $1 million to $10 million in
debts.


STYLEMASTER INC: 7th Cir. Affirms Dismissal of Matrix RICO Suit
---------------------------------------------------------------
Matrix IV, Incorporated, an Illinois Corporation, Plaintiff-
Appellant/Cross-Appellee, v. American National Bank and Trust
Company of Chicago, an Illinois Banking Association, Defendant-
Appellee, and Gateway Park, an Illinois Limited Liability Company,
Defendant-Appellee/Cross-Appellant, Nos. 08-3917, 09-1321 (7th
Cir.), raises questions about the preclusive effect of judgments
rendered by a bankruptcy court on later litigation between
creditors and a company affiliated with the debtor.  Matrix IV, a
plastics manufacturer, sued American National Bank and Trust
Company of Chicago and Gateway Park alleging claims for violation
of RICO and common-law fraud.  The dispute traces its roots to
Matrix's dealings with S.M. Acquisition Co., a plastic-container
company that did business under the name "Stylemaster, Inc." and
filed for bankruptcy in 2002.  The bankruptcy was lengthy and
complex. Matrix filed a creditor's claim for more than $7 million,
and during the course of the proceedings, lodged a strenuous
objection to the proposed sale of Stylemaster's assets and was
also party to an adversary proceeding to resolve a lien-priority
dispute with ANB.  Matrix was one of Stylemaster's suppliers and
had a lien on certain Stylemaster inventory in its possession; ANB
was Stylemaster's primary lender, and Stylemaster had pledged all
of its assets as security for a line of credit with ANB.

In opposing the proposed asset sale, Matrix alleged that
Stylemaster -- and by extension Gateway, a related company -- had
fraudulently induced it to produce plastic storage containers
without any intention of paying for them.  The object of this
scheme, according to Matrix, was to build up Stylemaster's
inventory so that a successor company led by Stylemaster insiders
could purchase the company's assets at a firesale price in the
bankruptcy.  The lien-priority adversary proceeding centered on
similar allegations; Matrix claimed that ANB's lien should be
equitably subordinated to its own because ANB participated in the
fraud by lending Stylemaster money and conspiring to destroy
Matrix's lien.

Matrix's fraud allegations failed at all levels of the bankruptcy
proceeding -- in the bankruptcy court, the district court, and on
appeal in the U.S. Court of Appeals for the Seventh Circuit.
According to the Appeals Court, Matrix has now repackaged those
failed allegations into a RICO and common-law fraud action.  The
district court dismissed the suit on grounds of res judicata and
collateral estoppel, concluding that Matrix had litigated and lost
the very same fraud claims in the bankruptcy proceeding.  Gateway
then moved for F.R.C.P. Rule 11 sanctions; the district court
denied this motion.  Matrix appealed the dismissal order, and
Gateway has cross-appealed from the denial of its Rule 11 motion.

In a July 28 decision, the Seventh Circuit affirmed the district
court's order of dismissal, although on narrower grounds.  Circuit
Judge Diane S. Sykes, who wrote the opinion, said the res judicata
argument exposes some tension in the Seventh Circuit's caselaw and
a lopsided circuit split on how claim preclusion applies in this
context.  The Supreme Court's recent decision in Stern v.
Marshall, 131 S.Ct. 2594 (2011), suggests that resolving the
conflict may be a bit more complicated than the caselaw presently
admits.  Because collateral estoppel -- issue preclusion -- blocks
this new suit in its entirety, the Seventh Circuit affirmed on
this narrower ground of decision and leave the resolution of the
conflict for a future case in which it will actually matter.  The
Seventh Circuit also affirmed the district court's denial of Rule
11 sanctions.  "We cannot say that Matrix's RICO and common-law
fraud claims were frivolous or designed to harass," Judge Sykes
said.

ANB is now part of JP Morgan Chase Bank, N.A., and is represented
in this action by counsel for Chase.

A copy of the Seventh Circuit's decision is available at
http://is.gd/i5k4cPfrom Leagle.com.  Circuit Judges Sykes and
William Joseph Bauer and The Honorable William C. Griesbach, U.S.
District Court for the Eastern District of Wisconsin, sitting by
designation, comprise the appellate panel.

According to an April 2002 article by the Troubled Company
Reporter, StyleMaster Inc. was the nation's largest manufacturing
company owned by an African-American woman.  StyleMaster was
forced to file for Chapter 11 bankruptcy protection following a
$7 million shortfall due to retailer Kmart Corp.'s default on
payments.  StyleMaster, a plastics injection molding company at
77th St. and Columbus Ave., in Chicago, employed more than 160
full-time and temporary workers at its $50 million facility in the
Ashburn community, the 2002 report says.


SUNSET VILLAGE: Residents Expect to Acquire Park
------------------------------------------------
Tom Robb at Journal & Topics Newspapers reports that a federal
judge threw out a Chapter 11 bankruptcy reorganization filing by
Sunset Village Limited Partnership in May, causing the Glenview
mobile home park to go into foreclosure.  Residents are now hoping
to purchase the park themselves.

According to the report, collateral damage from bankruptcy and
foreclosure put about 30 park residents out on the street this
month after they received notices last month to vacate their homes
by mid-July.

Journal & Topic says several cases against SVLP in Cook Country
court relating to Sunset Village's private water system by the
Illinois attorney general and Glenview are now in question because
of the federal case and foreclosure.

A second personal bankruptcy case filed by Capital First Realty
CEO Richard Klarchek is still pending in the courts.  CFR ran
Sunset Village until SVLP's case was thrown out of federal
bankruptcy court, notes Mr. Robb.

                       About Sunset Village

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case
No. 10-45772) on Oct. 13, 2010.  Eugene Crane, Esq., at
Crane Heyman Simon Welch & Clar, assists Sunset Village in its
restructuring effort.  Sunset Village estimated its assets and
debts at $10 million to $50 million.


SUNVALLEY SOLAR: Inks Securities Purchase Agreement with Asher
--------------------------------------------------------------
Sunvalley Solar, Inc., on July 21, 2011, received funding under a
Securities Purchase Agreement with Asher Enterprises, Inc., and
the issuance to Asher of a Convertible Promissory Note under the
SPA in the amount of $100,000.  The SPA and the Note are effective
July 12, 2011.  The Note bears interest at an annual rate of 8%,
with principal and interest coming due on April 17, 2012.  The
Note may be converted in whole or in part, at the option of the
holder, to shares of the Company's common stock, par value $0.001,
at any time following 180 days after the issuance date of the
Note.  The conversion price under the Note is 61% of the Market
Price of the Company's common stock on the conversion date.  For
purposes of the Note, "Market Price" is defined as the average of
the 3 lowest closing prices for the Company's common stock on the
10 trading days immediately preceding the conversion date.  The
number of shares issuable upon conversion is limited so that the
Holder's total beneficial ownership of the Company's common stock
may not exceed 4.99% of the total issued and outstanding shares.
This condition may be waived at the option of the holder upon not
less than 61 days notice.

Upon conversion of the Note in whole or in part, the Company will
be obligated to deliver the conversion stock to the holder within
3 business days of the Company's receipt of notice of conversion.
Failure to timely deliver conversion stock will cause the Company
to incur daily penalties.  The conversion price will be subject to
adjustment in the event of certain dilutive issuances of
securities, distributions of stock or assets to shareholders,
mergers, consolidations, and certain other events.  Pre-payment of
the Note will result in certain penalties depending on the time of
pre-payment, and will not be allowed after 180 days.

Additional covenants, representations, and warranties between the
parties are included in the Note and the SPA.

A full-text copy of the Securities Purchase Agreement is available
for free at http://is.gd/AfvOA5

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

The Company's balance sheet at March 31, 2011, showed
$3.11 million in total assets, $3.25 million in total liabilities,
and a stockholders' deficit of $137,028.

As reported in the TCR on April 8, 2011, Sadler, Gibb and
Associates, LLC, in Salt Lake City, Utah, expressed substantial
doubt about Sunvalley Solar's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company had losses from operations of
$375,839 and accumulated deficit of $958,924.


SYNTAX-BRILLIAN: Madoff-Like Lawsuit Dismissed in Delaware
----------------------------------------------------------
Preferred Bank won dismissal of a lawsuit in Bankruptcy Court in
Delaware on some of the same grounds that financial institutions
and customers are using to seek dismissal of multi-billion dollar
suits by the trustee liquidating Bernard L. Madoff Investment
Securities Inc., Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reports.

Mr. Rochelle recounts that when Syntax-Brillian Corp. confirmed
its liquidating Chapter 11 plan in 2009, a trust was created to
file lawsuits on behalf of creditors.  The suit charged Los
Angeles-based Preferred with aiding and abetting management's
violation of fiduciary duties and with the receipt of fraudulent
transfers.

In a 25-page opinion on July 25, U.S. Bankruptcy Judge Brendan
Linehan Shannon dismissed the suit entirely, based on the
inadequacy of the complaint by itself.  The complaint alleged that
the bank contributed to Syntax's bankruptcy by allowing managers
to "divert hundreds of millions of dollars."  The trustee
contended that the bank's knowledge of managers' wrongdoing was
shown by "highly irregular" relationships between the bank and
insiders, "special treatment" given to the account, "sloppy
documentation" and backdating of documents.

The report discloses that in tossing the complaint, Judge Shannon
said that California law doesn't "impose liability on banks for
the wrongdoing of their depositors."  The relationship between
bank and depositor "does not involve any implied duty to supervise
account activity or inquire," he said.

Judge Shannon, Mr. Rochelle relates, faulted the complaint for not
alleging that the bank had notice of fraud.  "Any assumptions the
bank should or could have made based on the circumstances
surrounding the transfers are immaterial," he said.

The judge, according to Mr. Rochelle, ended the dismissal opinion
saying there were no plausible facts in the complaint showing that
the bank "actually or constructively" knew there was fraud.  Judge
Shannon said the complaint failed to allege "what a reasonable
inquiry would have shown or even what inquiring the bank should
have made."

Mr. Rochelle notes that according to the disclosure statement for
Syntax's plan, the recovery by unsecured creditors would depend on
the success of lawsuits.  There was also a suit against company
executives.

The July 28, 2011 edition of the TCR reported about Judge Brendan
Linehan Shannon's ruling.  The case is SB Liquidation Trust, v.
Preferred Bank, Adv. Proc. No. 10-51389 (Bankr. D. Del.).  A copy
of Judge Shannon's decision dated July 25 is available at
http://is.gd/vRJuwFfrom Leagle.com.

                      About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- www.syntaxbrillian.com -- manufactured and marketed LCD HDTVs,
digital cameras, and consumer electronics products including
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian
was the sole shareholder of California-based Vivitar Corporation.

The Company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Del. Lead Case No.08-11407.  Lawyers at
Greenberg Traurig LLP represented the Debtors as counsel.  Five
members composed the official committee of unsecured creditors.
Pepper Hamilton, LLP, represented the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, served as the Debtors' balloting,
notice, and claims agent.  When the Debtors filed for protection
against their creditors, they disclosed total assets of
$175,714,000 and total debts of $259,389,000.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11
Liquidation Plan in an order dated July 6, 2009.  Under the Plan,
general unsecured claims were to received pro rata distributions
from a liquidating trust after payment of the trust's expenses and
a "liquidating trust funding reimbursement."  Holders of allowed
prepetition credit facility claims were to receive their pro rata
distributions from a lender trust, after payment in full of
allowed DIP facility claims.  A full-text copy of the Debtors' 2nd
amended Chapter 11 liquidating plan is available at:

   http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf

Counsel to SB Liquidation Trust are:

         David M. Fournier, Esq.
         Evelyn J. Meltzer, Esq.
         PEPPER HAMILTON LLP
         Hercules Plaza, Suite 5100
         1313 Market Street, P.O. Box 1709
         Wilmington, DE 19899-1709
         Tel: 302-777-6565
         Fax: 302-421-8390
         E-mail: fournierd@pepperlaw.com
                 meltzere@pepperlaw.com

Special counsel to SB Liquidation Trust are:

         Allan B. Diamond, Esq.
         Andrea L. Kim, Esq.
         Eric D. Madden, Esq.
         Michael J. Yoder, Esq.
         DIAMOND McCARTHY LLP
         Two Houston Center
         909 Fannin Street, 15th Floor
         Houston, TX 77010
         Tel: (713) 333-5104
         E-mail: adiamond@diamondmccarthy.com
                 akim@diamondmccarthy.com
                 emadden@diamondmccarthy.com
                 myoder@diamondmccarthy.com


T&J RESTAURANTS: Closes Two of Seven Chevys Locations
-----------------------------------------------------
Rick Desloge at St. Louis Business Journal reports that T&J
Restaurants LLC, the St. Louis operator of eight Chevys Mexican
Restaurants, is closing two locations as part of its business
restructuring under Chpater 11.

Owner John Whicker has closed the Columbia, Mo., restaurant and
will close a second location in the St. Louis area at the Saint
Louis Mills in Hazelwood.  Mr. Whicker said he expects to offer
jobs to as many as 50 of the 100 employees impacted by the
closings.

T&J Restaurants LLC, 91 percent owned by John Whicker of St.
Charles, operates seven Chevys restaurants in the St. Louis area.

One of T&J's bankruptcy attorneys, Tom Riske of Lathrop & Gage's
Clayton office, said the company wanted to focus on its St. Louis-
area stores, and continuing to operate the Columbia location was
"just proving a little difficult."

Based in Saint Charles, Missouri, T&J Restaurants LLC filed for
Chapter 11 bankruptcy protection on July 21, 2011 (Bankr. S.D.
Ill. Case No. 11-31622).  Judge Laura K. Grandy presides over the
case.  Robert E. Eggmann, Esq., and Thomas Riske, Esq., at Lathrop
and Gage LLP, represent the Debtor.  The Debtor disclosed
$2,806,956 in assets, and $7,716,237 in debts.


TELECONNECT INC: To Restate Quarterly Reports to Correct Errors
---------------------------------------------------------------
Management of Teleconnect Inc. was advised by its independent
public accountants that the financial statements filed in the
Quarterly Reports on Form 10-Q for the quarters ended Dec. 31,
2010, and March 31, 2011, contain errors relating to amortization
of certain intangibles.  The Company has determined that the
amortization of the intangibles related to the HEM purchase was
improperly calculated resulting in $141,418 and $167,590 of excess
amortization being reported in the quarterly statements.

Amortization expense and accumulated amortization has been reduced
by the excess $309,008 for the nine months ended June 30, 2011, in
the condensed consolidated financial statements to be filed before
the Aug. 15, 2011 due date.

The Company's authorized officers discussed the matters in this
Report with the independent accountants and agreed that the
financial reports for the first two fiscal quarters be restated
since it considers this amount to be material.  The Company is in
the process of amending the first and second quarter financial
statements which will be filed immediately after this third fiscal
quarter Report is filed mid August.

                       About Teleconnect Inc.

Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB:
TLCO) Teleconnect Inc. (initially named Technology Systems
International Inc.) was incorporated under the laws of the State
of Florida on November 23, 1998.

Serving as a telecommunications service provider in Spain for
almost 9 years, the Company never fully reached expectations and
decided late in 2008 to change its course of business.  In
November 2009, 90% of the Company's telecommunication business was
sold to a Spanish group of investors, and on October 15, 2010, the
Company completed the acquisition of Hollandsche Exploitatie
Maatschappij BV (HEM), a Dutch entity established in 2007.  HEM's
core business involves the age validation of consumers when
purchasing products which cannot be sold to minors, such as
alcohol or tobacco.  The Company regards this age validation
business as its new strategic direction.  The Dutch companies
acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz,
The Netherlands, 100%) are considered to function complementary to
this new service offering.

Through the purchase of HEM and its ownership in Photowizz and
Giga Matrix the Company now controls all four pillars under its
business model: the manufacturing and leasing of electronic age
validation equipment, the performance of age validation
transactions remotely, the performance of market surveys and the
broadcasting of in-store commercial messages using the age
validation equipment in between age checks.

Coulter & Justus, P.C., in Knoxville, Tenn., after auditing the
Company's results for fiscal year ended Sept. 30, 2010, 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 and has a net capital
deficiency in addition to a working capital deficiency.

The Company reported net income of US$1,972,838 on US$254,446 of
revenue for fiscal 2010, compared with a net loss of US$1,828,443
on US$361,989 of revenue for fiscal 2009.

The Company's balance sheet at March 31, 2011, showed
$9.18 million in total assets, $10.52 million in total
liabilities, all current, and a $1.34 million total stockholders'
deficit.


TELIGENT INC: K&L Gates Wants Access to Confidential Info
---------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that K&L Gates LLP argued
Thursday that a bankruptcy judge in New York shouldn't block the
firm from seeking confidential documents pertaining to a
settlement between Teligent Inc. and its former CEO, which the
firm says are key to defending against malpractice allegations.

The document dispute touches on related proceedings in other
courts, creating a jurisdictional quandary that U.S. Bankruptcy
Judge Stuart M. Bernstein will have to address, said the firm at
Thursday's hearing, Law360 reports.

                       About Teligent, Inc.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed data
and dedicated Internet services over its digital SmartWave local
networks in major markets throughout the United States, filed for
chapter 11 protection on May 21, 2001.  James H.M. Sprayregen,
Esq., Matthew N. Kleiman, Esq., and Lena Mandel, Esq., at Kirkland
& Ellis represented the Debtors in their restructuring effort.
When the Company filed for protection from its creditors, it
disclosed $1,209,476,000 in assets and $1,649,403,000 debts.  The
Debtors' Third Amended Plan of Reorganization was confirmed on
Sept. 6, 2002.  Pursuant to the confirmed Plan, Savage &
Associates, P.C., serves as the Unsecured Claims Estate
Representative to pursue preference litigation and other post-
confirmation recovery actions.


TEMPLE BETH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Temple Beth El Israel, Inc.
        551 S.W. Bethany Drive
        Port St. Lucie, FL 34986

Bankruptcy Case No.: 11-30884

Chapter 11 Petition Date: July 27, 2011

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

Judge: Erik P. Kimball

Debtor's Counsel: Julianne R. Frank, Esq.
                  FRANK, WHITE-BOYD, P.A.
                  11382 Prosperity Farms Rd #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  E-mail: fwbbnk@fwbpa.com

Scheduled Assets: $1,041,762

Scheduled Debts: $1,029,329

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-30884.pdf

The petition was signed by Samuel Levy, president.


TEMPUS RESORTS: Plan of Reorganization Declared Effective
---------------------------------------------------------
Tempus Resorts International Ltd., et al., notified the U.S.
Bankruptcy Court for the Middle District of Florida that the
effective date of the First Amended Chapter 11 Plan of
Reorganization as of March 22, 2011, occurred on July 1, 2011.

The Court confirmed the Debtors' Plan on March 6.

As reported in the Troubled Company Reporter on April 20, 2011,
the Plan provides that holders of allowed administrative claims
will be paid in full on the effective date of the Plan from the
Debtors cash on hand.  Holders of allowed priority claims, to the
extent any such claims exist, will be paid over a period of five
years from the Petition Date with interest.  Existing equity in
the Debtors will be canceled, the Debtors will be substantively
consolidated into a Reorganized Debtor, and the Tempus Acquisition
LLC DIP Loan obligations will be converted into new equity in the
Reorganized Debtor.

Under the Plan, among others, holders of general unsecured claim,
owing about $2 million, will recover 5% of their allowed claims.

A full-text copy of the First Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?75b0

A full-text copy of the First Amended Chapter 11 Plan is available
for free at http://ResearchArchives.com/t/s?75af

                       About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
10-20709) on Nov. 19, 2010.  Elizabeth A. Green, Esq., at Baker
& Hostetler LLP, assists the Debtor in its restructuring effort.
It estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.


THELEN LLP: Ch. 7 Trustee Says Ex-Partners to Pay Clawbacks
-----------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that the Chapter 7
trustee for Thelen LLP told a New York bankruptcy judge on
Thursday that he is negotiating voluntary clawback agreements out
of court with groups of former partners who may have been overpaid
before the firm collapsed.

With at least five major assets still not liquidated - including
the clawback agreements with partners - trustee Yann Geron of Fox
Rothschild LLP told U.S. Bankruptcy Judge Shelly C. Chapman that
he might be able to recover enough money to pay Citibank NA,
according to Law360.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

As reported by the Troubled Company Reporter on September 22,
2009, Thelen LLP filed for Chapter 7 protection, after its
partnership agreed to dissolve the Company.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in
June 2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


TOLEDO-LUCAS: Fitch Affirms Rating on Revenue Bonds at 'BB'
-----------------------------------------------------------
As part of its continuous surveillance effort, Fitch Ratings
affirms Toledo-Lucas County Port Authority's (the issuer) special
assessment revenue bonds:

   -- $9.43 million special assessment revenue bonds (Town Square
      at Levis Common Special Assessment Project), series 2007, at
      'BB'.

The Rating Outlook is Negative.

Key Rating Drivers:

   -- The 'BB' rating reflects the pending bank foreclosure case
      on a portion of the assessed property (the
      retail/entertainment portion) and Levis Town Square Land,
      LLC's (the developer and property owner) failure to make
      semi-annual special assessment payments on the
      retail/entertainment portion which support 54% of annual
      debt service.

   -- The Negative Outlook reflects Fitch's concerns about the
      future repayment of delinquent special assessments and the
      ability of the retail/entertainment portion to generate
      sufficient operating cash flow to sustain annual payments of
      special assessments and investment costs.

   -- Trustee-held funds combined with assessments being paid on
      the hotel portion (46% of annual debt service) that are
      expected to be received are sufficient to cover principal
      and interest payments on the bonds through May 2014 even if
      the developer/owner makes no further special assessment
      payments on the retail/entertainment portion.

   -- The Wood County Treasurer (the county treasurer) has filed a
      cross claim and third party complaint in connection with the
      bank foreclosure seeking unpaid taxes and special
      assessments.

   -- The county treasurer has indicated it has no plans for a tax
      lien sale, contrary to the requirement of the Tax Lien
      Agreement entered into by and among the county treasurer,
      the City of Perrysburg (the city) and the bond trustee. The
      Tax Lien Agreement requires an accelerated foreclosure on
      assessed property by the county treasurer upon notice of a
      default in payment of such special assessments.

   -- The retail/entertainment portion has competition from the
      adjacent Levis Common retail center.

   -- The developer/owner continues to make timely payments on the
      hotel portion of the project which is performing well.

   -- Payments of special assessments are subject to single-payer
      risk since the developer/owner is the sole owner of the
      assessed property.

   -- Given the importance of a resolution to the non-payment of
      assessments to the rating, timely receipt of material
      information related thereto is essential to Fitch's ability
      to maintain a rating on these bonds.

What Could Trigger a Rating Change:

   -- A delay in the county treasurer's efforts to recoup unpaid
      special assessments through a sale of the foreclosed
      property which is expected to take about 18 months.

   -- Payments of special assessments on the hotel property are no
      longer paid on a timely basis.

Security:

The bonds are special limited obligations payable by the issuer
from special assessments levied on the assessment property by the
city of Perrysburg (the city), in Wood County, Ohio (the county).
A cash funded debt service reserve fund equivalent to 125% of
average annual debt service also supports the bonds.

Credit Summary:

Special assessments on Town Square (the assessment property) are
payable to the authority by the developer/owner, an affiliate of
the Dillin Corp. The special assessment payments are on parity
with real estate taxes and have a superior claim to property
mortgages and other financial obligations. After failing to
receive special assessments due on the retail/entertainment
portion of the assessment property the bond trustee transmitted a
Notice of Special Assessment Non-Payment to the city, the
developer/owner, the issuer and the county treasurer directing the
city and county treasurer to take such actions as required under
the Tax Lien Agreement to enforce the lien of the special
assessments against the developer/owner.

Starting in July 2009, the developer/owner has been in default
under the Cooperative Agreement among the developer/owner, the
city and the issuer by failing to pay the required special
assessments in monthly escrow payments. Contrary to the terms of
the tax lien agreement which requires the county treasurer to
pursue an accelerated foreclosure, the county negotiated a payment
plan with the developer/owner, but the developer/owner only made
one payment of $69,200 in July 2010. Meanwhile the mortgage lender
is pursuing a bank foreclosure against the developer/owner and on
April 25, 2011 the county filed a Cross-Claim and Third Party
Complaint in the bank foreclosure case, seeking unpaid taxes,
assessments, penalties and interest. The foreclosure process is
estimated to last an additional 18 months, at which time the
property could be sold and the county would have first priority on
proceeds to cover outstanding property taxes and special
assessments.

The developer/owner continues to pay the required special
assessments on the hotel portion of the assessed property on time
and in full, which, combined with cash in the reserve fund and
special assessments held by the trustee, provides sufficient funds
to make the next six semi-annual debt service payments. The
assessments on the hotel portion of the assessed property make up
approximately 46% of annual debt service. If no further
assessments on the hotel portion are received, there would be
sufficient reserve funds to make the next three semi-annual debt
service payments due.

The entertainment/retail portion of the originally planned
development was not completed by March 1, 2010 and pursuant to the
bond documents, a portion of the bonds totaling $4.75 million were
redeemed through use of the remaining funds available under the
construction letter of credit and remaining project funds.
Although bonds were redeemed, the debt service reserve fund was
not reduced proportionately and is cash funded in the amount of
$1,291,024, compared to annual debt service of approximately
$720,000.


TOWNSENDS INC: High Prices Prompt Facility Shutdown
---------------------------------------------------
Myfox8.com reports that Siler City, NC Mayor Charles Johnson said
Townsends Inc. chicken processing plants in Mocksville and Siler
City will be closing due to rising corn, fuel and utility prices.

According to the report, the plant issued a WARN notice in May
that 145 people at one of their two Siler City plants would be
laid off during the first week of July.  The company currently
employs 550 people in Siler City and 150 in Mocksville.

                        About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Specialty Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.  No trustee or
examiner has been appointed in the Debtors' bankruptcy cases.

In February 2011, Townsends obtained approval from the bankruptcy
judge to sell to Omtron USA LLC two chicken processing plants in
Chatham County, North Carolina, and other assets for $24,936,950.
Omtron is an affiliate of Agroholding Avangard, Ukraine's largest
egg producer.  The Debtor changed its name to TW Liquidation Corp.
following the sale.


TRANSDEL PHARMACEUTICAL: Seeking Court Nod of Sale to Cardium
-------------------------------------------------------------
Cardium Therapeutics provided an update regarding its plan to
acquire substantially all of Transdel Pharmaceuticals' business
assets in connection with a proposed asset purchase under Chapter
11 of the U.S. Bankruptcy Code.

As described on June 27, 2011, the completion of such an asset
purchase is subject to a number of conditions, including approval
of the bankruptcy court.  In an effort to expedite the proposed
transaction, Transdel and Cardium asked the bankruptcy court to
approve the sale under Section 363 of the Bankruptcy Code, which
does not require the filing of a plan subject to approval of
creditors.

In support of that request, Transdel's major creditor had filed a
declaration in favor of Cardium's proposed purchase, but
subsequently opposed the sale, potentially to offer a plan of its
own, which led to the court denying Transdel's motion for
expedited approval.

"Cardium's business model is focused on the opportunistic
acquisition of assets having the potential for significant upside
valuation," noted Christopher J. Reinhard, Chairman and Chief
Executive Officer of Cardium.  "In that regard, we will continue
to evaluate our options with respect to this and other business
opportunities under consideration, consistent with our strategy of
acquiring businesses with favorable valuations and clearly defined
pathways to commercialization or other monetization," added Mr.
Reinhard.

                        About Cardium

Cardium is focused on the acquisition and strategic development of
new and innovative bio-medical product opportunities and
businesses that have the potential to address significant unmet
medical needs and definable pathways to commercialization,
partnering and other economic monetizations.  Cardium's investment
portfolio includes the Tissue Repair Company and Cardium
Biologics, medical technology companies primarily focused on the
development of innovative therapeutic products for wound healing,
bone repair, and cardiovascular indications.

                 About Transdel Pharmaceuticals

Transdel Pharmaceuticals Inc., a specialty pharmaceutical company,
filed for Chapter 11 protection (Bankr. S.D. Calif. Case No. 11-
10497) on June 26, 2011.  In its schedules, the Debtor disclosed
$1,771,392 in assets and $1,507,122 in liabilities as of the
Chapter 11 filing.  The Debtor is represented by Michael D.
Breslauer, Esq., at Solomon Ward Seidenwum & Smith.


TRIBUNE CO: Bank Debt Trades at 31% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co is a
borrower traded in the secondary market at 69.02 cents-on-the-
dollar during the week ended Friday, July 29, 2011, an increase of
1.11 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the loan.  The loan is one of
the biggest gainers and losers among 206 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRICO MARINE: Files Supplements to Amended Reorganization Plan
--------------------------------------------------------------
Trico Marine Services, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware three plan
supplement documents to their Second Amended Joint Plan of
Liquidation.

A full-text copy of the Wind Down Budget, the Debtors' Proposed
Plan Administrator Agreement, and Opco Governance Documents are
available for free at:

http://bankrupt.com/misc/TRICOMARINE_plansupplement_budget.pdf
http://bankrupt.com/misc/TRICOMARINE_planadministratoragreement.pdf
http://bankrupt.com/misc/TRICOMARINE_opcogovernancedocs.pdf

In a separate filing, the Official Committee of Unsecured
Creditors in the Debtor's case, filed a joinder to the Debtors'
response to objection of creditor Steven Jennings to the Debtors'
plan of reorganization and liquidation.

The Committee requests that the Court grant the relief requested
in the response and overrule the consolidated confirmation
objection in all respects.

The Creditors Committee is represented by:

         Laura Davis Jones, Esq.
         Timothy P. Cairns, Esq.
         919 North Market Street, 17th Floor
         Wilmington, DE 19899-8705
         Tel: (302) 652-4100
         Fax: (302) 652-4400
         E-mails: ljones@pszjlaw.com
                  tcairns@pszjlaw.com

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No.
10-12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  The financial advisors are Evercore Partners and AP
Services LLC.  Epiq Bankruptcy Solutions is the Debtors' claims
and notice agent.  Postlethwaite & Netterville serves as the
Debtors' accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and were not subject
to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.

The Trico Supply Group -- which includes Trico Supply AS, Trico
Shipping AS, DeepOcean AS, CTC Marine Projects Ltd. and other
subsidiaries -- completed an out-of-court restructuring in May
2011.  Pursuant to the out-of-court restructuring, $399,500,000 or
99.88%, of Trico Shipping's 11-7/8% Senior Secured Notes due 2014,
the Trico Supply Group's working capital facility debt and
intercompany claims and interests held by Trico Marine entities,
were equitized and the holders received common stock of DeepOcean
Group Holding AS, a new Norwegian private limited company.
DeepOcean Holding and its subsidiaries, including Trico Supply,
Trico Shipping, DeepOcean, CTC and other subsidiaries, were spun
off Trico Marine.


TRILLION PARTNERS: A&M's Byron Smyl Named Receiver
--------------------------------------------------
A federal district court judge has appointed a receiver for
Trillion Partners, Inc., a fixed wireless and fiber wide area
networks provider to school districts across the United States.
The appointment of the Receiver will enable the company to
restructure its balance sheet and attract new financing to
continue to service its existing customers and to expand its
operations to new customers.

"Trillion is known for delivering the very best managed
telecommunications services to school districts in the industry.
We pride ourselves in the exceptional successes our customers have
achieved through their partnership with us.  These proceedings
will not affect the great services our customers currently receive
Based in Austin, Texas, privately held Trillion services school
districts through a network serving approximately 1,000 schools
and 500,000 students coast to coast in the United States.

"Trillion is known for delivering the very best managed
telecommunications services to school districts in the industry.
We pride ourselves in the exceptional successes our customers have
achieved through their partnership with us.  These proceedings
will not affect the great services our customers currently
receive," said Bear Poth, Trillion's CEO.  "Indeed, the
appointment of a Receiver in this situation is a positive event
that will enable the Company to upgrade existing customer networks
and to attract new investment in the company for future
expansion."

Trillion continues to enjoy a long standing and successful
relationship with its primary lender, Tatonka Capital Corporation
of Denver.  With Trillion's cooperation, Tatonka asked a receiver
be appointed in order to facilitate the restructuring of debt
facilities that are in default.  According to court filings,
Trillion is successfully operating its networks, paying for
operating expenses and managing its customer service contracts.

Byron Smyl, a Managing Director with Alvarez & Marsal North
America, LLC ("A&M") was appointed as the receiver.  A&M is a
global professional services firm specializing in turnaround
management, performance improvement and business advisory
services.


TXU CORP: Bank Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 79.23 cents-on-the-dollar during the
week ended Friday, July 29, 2011, a drop of 1.44 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014.  The loan is one of the
biggest gainers and losers among 206 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNISYS CORP: Incurs $5.40 Million Net Loss in June 30 Quarter
-------------------------------------------------------------
Unisys Corporation reported a net loss of $5.40 million on
$937.20 million of revenue for the three months ended June 30,
2011, compared with net income of $121.40 million on $1.03 billion
of revenue for the same period a year ago.  The Company also
reported a net loss of $41.40 million on $1.84 billion of revenue
for the six months ended June 30, 2011, compared with net income
of $111 million on $2.01 billion of revenue for the same period
during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.64 billion
in total assets, $3.30 billion in total liabilities, and a
$661.80 million total stockholders' deficit.

"Our second-quarter results were impacted by continued softness in
the U.S. Federal marketplace and lower sales of ClearPath
systems," said Unisys Chairman and CEO Ed Coleman.  "In spite of
this, we made important progress in the quarter against our three-
year financial goals.  Outside the U.S. Federal business, our
overall services revenue was essentially flat year over year and
we grew our IT outsourcing revenue for the sixth consecutive
quarter.  We improved our services operating profit margin, both
sequentially and year-over-year, to 7.1 percent as we work toward
a consistent 8 to 10 percent services operating margin target.  We
also continued to strengthen the balance sheet in the quarter,
further reducing debt by $179 million. Cash net of debt has
increased $518 million from a year ago.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/VJ3FmC

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on June 17, 2011, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Unisys Corporation to 'BB-'
from 'B+'.  Fitch believes Unisys' liquidity is adequate,
primarily supported by pro forma cash holdings of $613 million as
of April 11, 2011, compared with $469 million at March 31, 2010.
In addition, FCF has improved considerably, averaging nearly $165
million in the past two years, but is expected to face
considerable pressure in 2011 - 2013 from increasing cash pension
contributions.


UNITED CONTINENTAL: Amends 4.50% Notes Tender Offer Statement
-------------------------------------------------------------
United Continental Holdings, Inc. filed with the U.S. Securities
and Exchange Commission on June 30, 2011, an amendment to its
tender offer statement with respect to the rights of each holder
of 4.50% Senior Limited-Subordination Convertible Notes due 2021
to sell and obligation of the Company to repurchase the notes.

The statement was amended and supplemented to disclose that the
Holders' right to surrender their Notes for purchase by the
Company pursuant to the Option Documents expired at 5:00 p.m.,
New York City time, on June 29, 2011.  The Company has been
advised by The Bank of New York Mellon Trust Company, N.A., as
paying agent, that Notes in an aggregate principal amount of
$570,360,000 were validly surrendered and not withdrawn prior to
the Expiration Date.  The Company has accepted for purchase all
of these Notes for a purchase price of $1,000 in cash per $1,000
principal amount, plus accrued and unpaid interest to, but
excluding, June 30, 2011, the repurchase date for the Put Option.
The Company has delivered the aggregate purchase price of
$570,360,000 for the accepted Notes, which includes accrued and
unpaid interest, to the Paying Agent for distribution to the
Holders.  Following the Company's purchase of the Notes pursuant
to the Put Option, $155,640,000 in aggregate principal amount of
the Notes remains outstanding.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-8191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of $7.022
billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: 14 Directors Elected at Stockholders Meeting
----------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission on June 10, 2011, United Continental Holdings, Inc.
reported the final voting results for matters submitted to a vote
of shareholders at the annual meeting of stockholders held on
June 8.

Specifically, the holders of the Company's common stock elected
14 directors to the Company's Board of Directors, namely:

* Kirbyjon H. Caldwell
* Carolyn Corvi
* W. James Farrell
* Jane C. Garvey
* Walter Isaacson
* Henry L. Meyer III
* Oscar Munoz
* James J. O'Connor
* Laurence E. Simmons
* Jeffery A. Smisek
* Glenn F. Tilton
* David J. Vitale
* John H. Walker
* Charles A. Yamarone

In addition, the United Airlines Pilots Master Executive Council
of the Air Line Pilots Association, International, the holder of
the Company's one share of Class Pilot MEC Junior Preferred
Stock, elected Wendy J. Morse as the ALPA director, and the
International Association of Machinists and Aerospace Workers,
the holder of the Company's one share of Class IAM Junior
Preferred Stock, elected Stephen R. Canale as the IAM director.

The Company's stockholders also ratified the appointment of Ernst
& Young LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2011.

The Company's stockholders further approved, in an advisory and
non-binding vote, the compensation of the Company's named
executive officers as presented in the Company's definitive proxy
statement.

The Company's stockholders approved, in an advisory and non-
binding vote, an annual vote frequency for future advisory
stockholder votes on the compensation of the Company's named
executive officers.

In accordance with the results of the non-binding, advisory vote
on the frequency of future stockholder votes on the compensation
of the Company's named executive officers at the Annual Meeting,
the Board has determined that a non-binding, advisory vote to
approve the compensation of the named executive officers of the
Company will be included annually in the Company's proxy
materials until the next vote on frequency, which will be held no
later than the Company's annual meeting of stockholders in 2017.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-8191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of $7.022
billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: Files 2010 Annual Reports for 401(k) Plans
--------------------------------------------------------------
In separate regulatory filings with the U.S. Securities and
Exchange Commission, dated June 17, 2011, Deloitte & Touche LLP,
reported that it audited the statements of net assets available
for the benefit of United Airlines, Inc.'s (i) Flight Attendant
401(k) Plan, (ii) Pilot Directed Account Plan, (iii) Ground
Employee 401(k) Plan, and (iv) Management and Administrative
401(k) Plan.

Fidelity Management Trust Company is the trustee of the Plans.
Fidelity Investments Institutional Operations Company, Inc.
serves as the transfer agent and recordkeeper of the Plans.

The Flight Attendant Plan includes flight attendants represented
by the Association of Flight Attendants - CWA.  Under the Flight
Attendant Plan, eligible employees may elect to make voluntary
pretax contributions to the Flight Attendant Plan from 1% to 30%
of eligible earnings.  Eligible employees may also elect to
contribute additional pretax contributions of 1% to 90% of their
net tax pay.

          United Airlines Flight Attendant 401(k) Plan
         Statement of Net Assets Available for Benefits
                     As of December 31, 2010
                         (in thousands)

Assets:
Plan interest in Master Trust, at fair value        $1,383,743
Notes receivable from participants                      41,339
Contribution receivable                                 26,564
                                                 -------------
Total assets                                         1,451,646
                                                 -------------

Liabilities:
Accrued expenses                                           (21)
                                                 -------------
Total liabilities                                         ($21)
                                                 =============

Net assets available for benefits, at fair value     $1,451,625
                                                 -------------
Adjustment from fair value to contract value
for fully benefit-responsive investment                 (6,493)
                                                 -------------
Net assets available for benefits                    $1,445,132
                                                 =============

        United Airlines Flight Attendant 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
          for the Year Ended December 31, 2010
                    (in thousands)

Additions:
Participant contributions                              $35,718
Rollover contributions                                      58
Employer contributions                                  52,264
                                                 -------------
                                                        88,040
                                                 -------------
Plan's interest in Master Trust investment income:
Net appreciation in value of investments               144,326
Dividends                                                7,116
Interest                                                 6,033
Interest income from notes receivable from
participants                                             2,076
                                                 -------------
Net investment income                                 159,551
                                                 -------------
Total additions                                         247,591
                                                 -------------
Deductions:
Net transfers to affiliated plans                          (98)
Benefits paid to participants                          (73,424)
Administrative expenses                                   (335)
                                                 -------------
Total deductions                                       (73,857)
                                                 -------------
Increase in net assets                                  173,734

Net Assets Available for Benefits
Beginning of year                                    1,271,398
                                                 -------------
End of year                                         $1,445,132
                                                 =============

The Pilot Directed Plan covers all employees of United who are
represented by the Air Line Pilots Association, International.
United contributes to the Plan an amount equal to 16% of
participant eligible earnings.  Company contributions on
behalf of a participant are allocated directly to each
participant's account.  The participant is not required to
contribute to the Plan to receive this direct employer
contribution.

         United Airlines Pilot Directed Account Plan
        Statement of Net Assets Available for Benefits
                   As of December 31, 2010
                       (in thousands)

Assets:
Participant-directed investments, at fair value         $3,190
Contributions receivable                                     -
Pending trace receivables - net                             26
Notes receivable from participants                          31
Collateral received for securities loaned                    3
                                                 -------------
Total assets                                             3,250
                                                 -------------

Liabilities:
Other liability                                             (1)
                                                 -------------
Total liabilities                                          ($1)
                                                 =============

Net assets available for benefits, at fair value         $3,249
                                                 =============

         United Airlines Pilot Directed Account Plan
  Statement of Changes in Net Assets Available for Benefits
            for the Year Ended December 31, 2010
                      (in thousands)

Additions:
Contributions:
Participant contributions                                $123
Employer contributions                                     39
                                                 -------------
Total contributions                                        162
                                                 -------------
Investment income:
Net appreciation in fair value of investments             317
Dividends and interest                                     44
Other income                                                2
                                                 -------------
Net investment income                                     363
                                                 -------------
Total additions                                             525
                                                 -------------
Deductions:
Benefits paid to participants                             (110)
Administrative expenses                                    (12)
Other expenses                                              (1)
                                                 -------------
Total deductions                                          (123)
                                                 -------------
Increase in net assets                                      402
                                                 -------------
Net Assets Available for Benefits
Beginning of year                                        2,847
                                                 -------------
End of year                                             $3,249
                                                 =============

The Ground Employee Plan covers all employees represented by the
International Brotherhood of Teamsters and the International
Association of Machinists and Aerospace Workers.

            United Airlines Ground Employee 401(k) Plan
           Statement of Net Assets Available for Benefits
                     As of December 31, 2010
                        (in thousands)

Assets:
Plan interest in Master Trust, at fair value        $1,480,255
Notes receivable from participants                      66,896
                                                 -------------
Total assets                                         1,547,151
                                                 -------------

Liabilities:
Accrued expenses                                           (21)
                                                 -------------
Total liabilities                                         ($21)
                                                 =============

Net assets available for benefits, at fair value     $1,547,130

Adjustment from fair value to contract value
for fully benefit-responsive investment                ($6,477)
                                                 -------------
Net assets available for benefits                    $1,540,653
                                                 =============

          United Airlines Ground Employee 401(K) Plan
       Statement of Changes in Net Assets Available for Benefits
               for the Year Ended December 31, 2010
                       (in thousands)

Additions:
Participant contributions                              $45,104
Rollover contributions                                     576
Employer contributions                                  16,529
                                                 -------------
                                                        62,209
                                                 -------------

Plan's interest in Master Trust's dividend and
interest income:
Net appreciation in value of investments               170,601
Dividends                                                6,447
Interest                                                 5,808
Interest income from notes receivable from
participants                                             3,658
                                                 -------------
Total additions                                        248,723
                                                 -------------
Deductions:
Net transfers to other plans                            (1,632)
Benefits paid to participants                          (92,264)
Administrative expenses                                   (621)
                                                 -------------
Total deductions                                       (94,517)
                                                 -------------
Increase in net assets                                  154,206

Net Assets Available for Benefits
Beginning of year                                    1,386,447
                                                 -------------
End of year                                         $1,540,653
                                                 =============

The Management and Administrative Plan covers all employees who
are classified as management employees, officers, administrative,
employees, meteorologists, test pilots, maintenance instructors,
engineers and flight dispatchers.

   United Airlines Management and Administrative 401(k) Plan
       Statement of Net Assets Available for Benefits
                   As of December 31, 2010
                      (in thousands)

Assets:
Plan interest in Master Trust, at fair value        $1,031,180
Notes receivable from participants                      23,167
                                                 -------------
Total assets                                         1,054,347
                                                 -------------

Liabilities:
Accrued expenses                                           (21)
                                                 -------------
Total liabilities                                         ($21)
                                                 =============

Net assets available for benefits, at fair value     $1,054,326

Adjustment from fair value to contract value
for fully benefit-responsive investment                 (3,261)
                                                 -------------
Net assets available for benefits                    $1,051,065
                                                 =============

    United Airlines Management and Administrative 401(k) Plan
    Statement of Changes in Net Assets Available for Benefits
             for the Year Ended December 31, 2010
                       (in thousands)

Additions:
Participant contributions                              $37,944
Employer contributions                                  30,221
Rollover contributions                                   1,223
Net transfers from other plans                           1,727
                                                 -------------
                                                        71,115
                                                 -------------

Plan's interest in Master Trust's dividend and
interest income:
Net appreciation in value of investments               115,056
Dividends                                                5,440
Interest                                                 2,956
Interest income from notes receivable from participants   1,206
                                                 -------------
Net investment income                                  124,658
                                                 -------------
Total additions                                        195,773
                                                 -------------
Deductions:
Benefits paid to participants                          (78,178)
Administrative expenses                                   (311)
                                                 -------------
Total deductions                                       (78,489)
                                                 -------------
Increase in net assets                                  117,284
                                                 -------------
Net Assets Available for Benefits
Beginning of year                                      933,781
                                                 -------------
End of year                                         $1,051,065
                                                 =============

Full-text copies of the Annual Reports on Form 11-K are available
for free at the SEC:

* Flight Attendant Plan, at:
  http://ResearchArchives.com/t/s?7689

* Pilot Directed Account Plan, at:
  http://ResearchArchives.com/t/s?768a

* Ground Employee Plan, at:
  http://ResearchArchives.com/t/s?768b

* Management and Administrative Plan, at:
  http://ResearchArchives.com/t/s?768c

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-8191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of $7.022
billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: AFA Wins Nod to Represent Flight Attendants
---------------------------------------------------------------
The Association of Flight Attendants-CWA said it had won a ballot
to represent flight attendants at the merged United Continental
Holdings, Inc., Doug Cameron and Susan Carey of Dow Jones
Newswires report.

The representation will pave the way for more talks on a new
unified contract with the largest U.S. airline by traffic, the
report relates.

AFA, which already represents flights attendants at United Air
Lines, Inc. received 55% of the total votes in a contest with the
International Association of Machinists, which represents the
flight attendants at Continental Airlines, Inc., the report
notes.  The result has to be certified by the National Mediation
Board, the report states.

The IAM, however, has filed charges against the AFA-CWA for
violations of the NMB procedures by the union and United,
according to an AFA-CWA public statement.

Dow Jones Newswires says United Continental intends to secure
unified contracts with all of its labor groups by year end as it
continues the integration of the two airlines.

The integration process has run into trouble as talks with pilots
have been colored by longstanding concerns over outsourcing of
flying smaller commuter carriers.  Pilots' union leaders stated
that the United Continental management appears less motivated to
reach a new contract, the report states.

The conflict intensified as the Continental branch of the Air
Line Pilots Association International filed two grievance claims,
Dow Jones notes.  United Continental denied the union's claims,
the report adds.

In a related development, United Continental announced on
July 14, 2011, it has offered approximately 100 to 200 positions
to pilots currently on furlough from its United subsidiary to fly
aircraft for its Continental subsidiary.  The positions will meet
the needs currently anticipated for the combined company's
operation in 2012.

In other news, United mechanics turned down a proposed tentative
agreement with the airline, according to a report posted in the
Teamsters' Web site.  The proposed deal fell short on wages,
insufficient retroactive pay pensions, and a dangerous provision
which would have terminated the medical plan at the end of 2012,
to be replaced with a new plan, with large co-premiums to pay,
the union pointed out.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.  For more
information about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com.  For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/,and follow each company on Twitter
and Facebook.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-8191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of $7.022
billion, and a stockholders' deficit of $2.756 billion.


UPSTREAM WORLDWIDE: Inks Letter of Intent to Merge with Eco
-----------------------------------------------------------
Upstream Worldwide, Inc., and Fort Knox Recycling, LLC, doing
business as ecoSquid, entered into a letter of intent and agreed
to merge Eco into a wholly-owned subsidiary of Upstream.  In
consideration for the Merger, Upstream will issue Eco's
shareholders convertible preferred stock equal to 40% of the
fully-diluted outstanding capital stock prior to the financing.

Upon closing of the Merger, Mr. Nikhil Raman will be appointed to
an executive position of the Company and Benjamin Gordon will be
appointed Chairman of the Board.  Messrs. Raman and Gordon hold
similar positions for Eco.

Eco's shareholders will have (i) certain pre-emptive rights with
respect to any subsequent Company equity-based financings for a
period of two years following the closing of the Merger or such
earlier time that the Eco shareholders own less than 20% of the
Company's outstanding capital stock, (ii) co-sale rights as to the
Company's principal shareholders, (iii) certain piggy-back
registration rights, (iv) a put right in the event that the Eco
holders have an unsatisfied claim against the Company of at least
$25,000, (v) director designation rights providing for at least
one-third of the Company's total members of the Board of Directors
until such time as the holds less than 10% of the Company's
outstanding capital stock, and (vi) certain voting rights with
respect to significant actions of the Company including sales of
securities.

Completion of the Merger is subject to certain conditions,
including, among others: (i) execution of a definitive Merger
Agreement containing such customary representations, warranties
and indemnifications between the parties, including mutual
indemnification, (ii) completion of a $3 million financing by the
Company at no less than a $15 million valuation, (iii) execution
of an Investor Rights Agreement by the Company's principal
shareholders, and (iv) filing of the Certificate of Designation
with the Delaware Secretary of State containing, rights and
preferences consistent with the Merger Agreement.

In addition, neither Upstream nor Eco may solicit alternative
business combination transactions and, subject to certain
exceptions, may not engage in discussions or negotiations
regarding any alternative business combination transaction.  The
letter of intent provides that if the Company violates the
Exclusivity Right and within 15 months enters into an acquisition
agreement with a competitor of Eco, the Company will be required
to pay a break-up fee of $300,000.  If Eco violates the
Exclusivity Right and within 15 months enters into a superior
proposal with any third-party, Eco will be required to pay the
Company the Break-Up Fee.

The Company is required to pay additional consideration to the Eco
shareholders in the event that: (i) the $996,103 outstanding
ReCellular indebtedness at March 31, 2011 is not paid in full by
Dec. 31, 2011; (ii) any of the accounts receivable owed to the
Company as of the March 31, 2011, balance sheet are not paid in
full by Dec. 31, 2011; (ii) certain of the Company's pre-Merger
liabilities are not eliminated as of the Dec. 31, 2011, balance
sheet; and (iv) the Company issues additional shares as a result
of anti-dilution protection rights which decreases Eco's
shareholders proportionate interest within the 36 month period
following the closing of the Merger.  With the exception of the
anti-dilution rights, the additional consideration is payable in
cash or stock at the election of the Company.

The Eco holders are entitled to receive at closing as additional
consideration for the Merger, the amount, if any, of cash on hand
that Eco has on its closing balance sheet that exceeds the cash on
hand that the Company has on its closing balance sheet.

                     About Upstream Worldwide

Ft. Lauderdale, Fla.-based Upstream Worldwide, Inc., formerly,
Money4Gold Holdings, Inc. --  http://www.money4gold.com/-- is an
emerging leader in direct-from-consumer, reverse logistics,
currently specializing in the procurement and aggregation of
cellular phones and precious metals to be recycled.  From the
inception of the Company's current business in 2008 through 2010,
substantially all of the Company's revenue came from the precious
metals business.  In mid-2010, the Company began to diversify its
business by introducing a service, similar to its precious metals
business, for cellular phones as it saw the gold and silver
business begin to sharply retract.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Upstream Worldwide's ability to continue
as a going concern.  The independent auditors noted that the
Company has a net loss of $16,791,253 and net cash used in
operations of $3,161,683 for the year ended Dec. 31, 2010; and has
a working capital deficit of $2,070,274, and a stockholders'
deficit of $1,396,109 at Dec. 31, 2010.

The Company reported a net loss of $16.8 million on $32.5 million
of revenue for 2010, compared with a net loss of $4.1 million on
$29.0 million for 2009.

The Company's balance sheet at March 31, 2011, showed $2.19
million in total assets, $3.61 million in total liabilities, all
current, and a $1.42 million total stockholders' deficit.


U.S. SECURITY: Moody's Says Upsized Term Loan No Rating Impact
--------------------------------------------------------------
Moody's Investors Service said that the Ba3 ratings on U.S.
Security Associates Holdings, Inc.'s proposed senior secured
credit facilities, B1 Corporate Family Rating, and B1 Probability
of Default Rating are not impacted by the company's announcement
that it will increase its proposed term loan to $305 million from
$285 million.

The last rating action on Valour Merger Sub Corp. (acquisition
vehicle for U.S. Security Associates Holdings, Inc.) was an
assignment of a B1 Corporate Family Rating on July 8, 2011.

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

U.S. Security Associates Holdings, Inc. is a leading provider of
uniformed security guards in North America. In June 2011, Goldman
Sachs Capital Partners signed a definitive agreement to acquire
U.S. Security. The company reported revenue of approximately $800
million for the twelve months ended March 31, 2011. On a pro forma
basis for acquisitions, management estimates revenue of $878
million for the twelve months ended May 31, 2011.


USG CORP: Incurs $70 Million Net Loss in Second Quarter
-------------------------------------------------------
USG Corporation reported a net loss of $70 million on $761 million
of net sales for the three months ended June 30, 2011, compared
with a net loss of $74 million on $769 million of net sales for
the same period a year ago.  The Company also reported a net loss
of $175 million on $1.48 billion of net sales for the six months
ended June 30, 2011, compared with a net loss of $184 million on
$1.48 billion of net sales for the same period during the prior
year.

The Company's balance sheet at June 30, 2011, showed $3.94 billion
in total assets, $3.42 billion in total liabilities, and
$527 million in total stockholders' equity.

"We are continuing to pursue our near-term and long-term strategic
priorities during the protracted recession in our domestic
markets," said James Metcalf, President and CEO.  "By
strengthening our core businesses, diversifying the sources of our
earnings and aggressively leveraging our innovation leadership to
differentiate USG's products from the competition, we are
confident that we can successfully navigate this recession and
capitalize on a recovery."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/XFskwf

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.


VALLEJO, CA: Court Grants Preliminary Approval of Exit Plan
-----------------------------------------------------------
U.S. Bankruptcy Judge Michael McManus of the Eastern District of
California on Thursday gave preliminary approval to the city of
Vallejo's plan to emerge from bankruptcy.

Lisa Uhlman at Bankruptcy Law360 reports that Judge McManus on
Thursday said he will approve a Chapter 9 plan filed by Vallejo,
Calif., after the city resolves a final objection.

According to Law360, Judge McManus is allowing the debtor to file
a second modified plan by Tuesday that would include "fairly
mechanical" changes addressing the city's treatment of executory
contracts and unexpired leases, according to Marc Levinson of
Orrick Herrington & Sutcliffe LLP, who represents the debtor.

The Wall Street Journal's Bobby White reports that Marc Levinson,
Vallejo's bankruptcy attorney, said the city will not officially
emerge from bankruptcy for at least a week, however, as the city
must still scrutinize all claims for repayment from its creditors.
Mr. Levinson said Vallejo can decide to either approve or
disapprove of the claims -- a routine legal action that is part of
bankruptcy law and comes after a financial plan to emerge from
bankruptcy is submitted.

"It's been a hard slog over three years but I'm quite satisfied
all classes of creditors accepted the plan," said Mr. Levinson.

The plan restructures $50 million of publicly held debt secured by
leases on public buildings.  Without affecting pensions, the plan
also adjusts the claims and benefits of current and former city
employees.

                        About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VALLEJO, CA: Wins Court Approval for Chapter 9 Plan
---------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Michael McManus on Thursday said he will approve a Chapter 9
plan filed by Vallejo, Calif., after the city resolves a final
objection.

According to Law360, Judge McManus is allowing the debtor to file
a second modified plan by Tuesday that would include "fairly
mechanical" changes addressing the city's treatment of executory
contracts and unexpired leases, according to Marc Levinson of
Orrick Herrington & Sutcliffe LLP, who represents the debtor.

                        About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VALU-LODGE OF GREENVILLE: Case Summary & Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Valu-Lodge of Greenville, Inc.
        dba Days Inn
        2200 Northlake Parkway, Suite 200
        Tucker, GA 30084

Bankruptcy Case No.: 11-10727

Chapter 11 Petition Date: July 26, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  7 Orchard Street, Suite 100
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Scheduled Assets: $5,094,006

Scheduled Debts: $3,265,382

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb11-10727.pdf

The petition was signed by Melton Harrell, president.


VCA ANTECH: Moody's Rates Amended Credit Facility at 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the amended
$600 million senior secured term loan (upsized from $500 million)
and $100 million senior secured revolving credit facility of VCA
Antech, Inc. At the same time, Moody's affirmed VCA's Ba2
Corporate Family Rating, Ba3 Probability of Default Rating, and
SGL-1 Speculative Grade Liquidity Rating. The rating outlook has
been revised to stable from positive.

Proceeds of the term loan increase, along with cash on hand, will
be used to consummate the acquisition of MediMedia Animal Health,
LLC, as announced by the company on July 10, 2011 for total
consideration of approximately $146 million as well as BrightHeart
Veterinary Centers for approximately $50 million. As part of the
amendment, the term loan and revolving credit facility maturity
dates have been extended to August 2016 from August 2015.

Rating Rationale

The affirmation of VCA's Corporate Family Rating reflects Moody's
view that, while the incremental debt incurred with the
acquisitions will cause a modest deterioration in credit metrics,
it is not sufficient to warrant a downgrade. The revision of VCA's
outlook to stable from positive reflects the increase in the
company's pro forma (for the acquisitions of MediMedia and
BrightHeart) leverage to approximately 3.7 times from 3.4 times as
of March 31, 2011. The outlook revision also reflects weak organic
growth trends and declining operating margins over the last two
years, and the expectation that a sustainable improvement in key
credit metrics including debt to EBITDA and free cash flow to debt
will take longer to achieve than Moody's previously anticipated.

VCA's Ba2 rating is supported by the company's moderate scale yet
significant market presence in the fragmented US veterinary
hospital market, the largest network of veterinary diagnostic
laboratories in the US, moderate financial leverage and steady
free cash flow. The ratings are constrained by declining operating
margins over the last two years, and Moody's expectation that
organic revenue growth will continue to remain weak over the near
to intermediate-term.

Moody's assigned these ratings to the amended credit facilities:

$100 million senior secured revolving credit facility due Aug
2016, Ba2 (LGD 2, 29%)

$600 million senior secured term loan due Aug 2016, Ba2 (LGD 2,
29%)

Moody's affirmed and will withdraw the following ratings upon the
completion of the refinancing:

$100 million senior secured revolving credit facility due Aug
2015, Ba2 (LGD 2, 28%)

$500 million senior secured term loan due Aug 2015, Ba2 (LGD 2,
28%)

Ratings affirmed:

Ba2 Corporate Family Rating

Ba3 Probability of Default Rating

SGL-1 Speculative Grade Liquidity Rating

The ratings could be upgraded if VCA demonstrates sustained
organic revenue growth in the hospital and laboratory segments
while improving credit metrics such that debt to EBITDA and free
cash flow to debt are sustained at about 3.0 times and over 12%,
respectively on a Moody's adjusted basis. The ratings could be
downgraded if Moody's comes to expect debt to EBITDA and free cash
flow to debt will be sustained at over 3.7 times or less than 8%,
respectively.

The principal methodology used in rating VCA was Moody's Global
Business & Consumer Service Industry methodology, published in
October 2010. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
in the Rating Methodologies sub-directory on Moody's website.

Headquartered in Los Angeles, California, VCA Antech, Inc. is a
leading animal healthcare company. As of March 31, 2011, the
company operated 528 animal hospitals and 52 veterinary
laboratories in the United States and Canada. VCA provides
veterinary services and diagnostic testing to support veterinary
care and sells diagnostic imaging equipment and other medical
technology products and related services to the veterinary market.
Revenues for the twelve months ended March 31, 2011 were
approximately $1.4 billion.


VEBLEN WEST: Ryan N. Boe Replaces Thomas M. Tobin as Local Counsel
------------------------------------------------------------------
The Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court for
the District of South Dakota authorized Ryan N. Boe to substitute
Thomas M. Tobin as local counsel in the Chapter 11 case of Veblen
West Dairy, LLP.

The Debtor related that Kenneth Corey-Edstrom, counsel for Larkin
Hoffman Daly & Lindgren, Ltd. had previously been associated with
Mr. Tobin as local counsel in the case.

Due to Mr. Tobin's suspension, LHDL requires new local counsel.
LHDL requested that Mr. Boe serve as replacement local counsel.

Mr. Boe can be reached at:

         Ryan N. Boe, Esq.
         LARKIN HOFFMAN DALY & LINDGREN, LTD.
         1500 Wells Fargo Plaza
         7900 Xerxes Avenue South
         Minneapolis, MN 55431-1194
         Tel: (952) 835-3800

                         About Veblen West

Veblen West Dairy LLP, based in Veblen, S.D., operates a 4,000-cow
milking facility.  Veblen West sought Chapter 11 protection
(Bankr. D. S.D. Case No. 10-10071) on April 7, 2010.  Alan E.
Brown, Esq., Chris M. Heffelbower, Esq., Jon S. Swierzewski, Esq.,
Kathleen Harrell-Latham, Esq., Kenneth Corey-Edstrom, Esq., and
Thomas J. Flynn, Esq., at Larkin Hoffman Daly & Lindgren, Ltd., in
Minneapolis, Minn.; and Thomas M. Tobin, Esq., at Tonner Tobin and
King, in Aberdeen, S.D., represent the Debtor as counsel.  The
Debtor disclosed $15.5 million in assets and $23.7 million in
liabilities as of the Chapter 11 filing.  Forrest C. Allred was
appointed Chapter 11 trustee.

Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw
Fowler Proctor & Fairgrave PC, in Des Moines, Iowa; and Forrest C.
Allred, Esq., of Aberdeen, S.D., represent the Chapter 11 trustee
as counsel.

The Dairy Dozen-Milnor, LLP, a related milking facility, also
sought Chapter 11 protection (Bankr. D. N.D. Case No. 10-30377) on
April 7, 2010.  The Dairy Dozen-Thief River Falls, LLP, another
related entity, sought Chapter 11 protection (Bankr. D. Minn. Case
No. 10-60438) on April 7, 2010, and that case has been converted
to a Chapter 7 liquidation proceeding.  Two additional related
entities filed Chapter 11 petitions on July 2, 2010 -- Veblen East
Dairy Limited Partnership (Bankr. D. S.D. Case No. 10-10146) and
The Dairy Dozen-Veblen, LLP (Bankr. D. S.D. Case No. 10-10147).

                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection on
July 2, 2010 (Bankr. D. S.D. Case No. 10-10146).  The Debtor
estimated its assets and debts at $50 million to $100 million.
Lee Ann Pierce was appointed Chapter 11 trustee.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition on April 7, 2010 (Bankr. D. S.D. Case No.
10-10071).  Veblen West operates a 4,000-cow milking facility.

Veblen West and Veblen East' cases are not being jointly
administered.


VIRGINIA BUSINESS BANK: Closed; Xenith Bank Assumes All Deposits
----------------------------------------------------------------
Virginia Business Bank of Richmond, Va., was closed Friday,
July 29, by the Virginia State Corporation Commission.  The
Federal Deposit Insurance Corporation was appointed as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Xenith Bank of Richmond, Va., to assume
all of the deposits of Virginia Business Bank.

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

As of March 31, 2011, Virginia Business Bank had around $95.8
million in total assets and $85.0 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Xenith Bank agreed to purchase essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-837-0215.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $17.3 million.  Compared to other alternatives, Xenith
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Virginia Business Bank is the 59th FDIC-insured institution
to fail in the nation this year, and the first in Virginia.  The
last FDIC-insured institution closed in the state was Imperial
Savings and Loan Association, Martinsville, on August 20, 2010.

                        Xenith's Statement

Xenith Bankshares, Inc., parent company to Xenith Bank, said that
under the terms of the transaction, Xenith Bank acquires
approximately $86 million in assets, including approximately $69
million in loans; and assumes $82 million in liabilities,
including deposits of approximately $73 million.

"We believe that the strong capital position we have built over
the past couple of years has positioned Xenith Bank to participate
in growth opportunities such as this," said T. Gaylon Layfield,
III, President and Chief Executive Officer.  "This is Xenith's
second acquisition since our successful capital raise in April,
and while our primary focus remains organic growth, we remain
interested in additional opportunities that strengthen our
franchise and offer the potential for additional shareholder value
creation."

"We are pleased to welcome customers of Virginia Business Bank to
the Xenith Bank family.  We believe that they will benefit from
being affiliated with a well-capitalized financial institution
that is strategically focused on the Virginia business
communities, as well as select retail markets.  Our approach to
customer service involves local management and decision making,
state-of-the-art technology and providing a team of experienced
professionals dedicated to helping all of our customers prosper,"
Mr. Layfield said.

The sole branch of Virginia Business Bank will reopen on Monday,
August 1 as a branch of Xenith Bank.  Depositors of Virginia
Business Bank will automatically become depositors of Xenith Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship in order
to retain their deposit insurance coverage up to applicable
limits.  This evening and over the weekend, depositors of Virginia
Business Bank can access their money by writing checks or using
ATM or debit cards.  Checks drawn on the bank will continue to be
processed.  Loan customers should continue to make their payments
as usual.

Customers of Virginia Business Bank should continue to use their
existing branch until they receive notice from Xenith Bank that it
has completed systems changes to allow other Xenith Bank branches
to process their accounts as well.

Xenith Bankshares, Inc. is the holding company for Xenith Bank.
Xenith is a full-service, locally-managed commercial bank,
specifically targeting the banking needs of middle market and
small businesses, local real estate developers and investors,
private banking clients, and select retail banking clients.  As of
March 31, 2011, the company had total assets of $264 million and
total deposits of $192 million.  Xenith's target markets are the
Washington, DC-MD-VA-WV, Richmond-Petersburg, VA, and the Norfolk-
Virginia Beach-Newport News, VA-NC metropolitan statistical areas.
The company is headquartered in Richmond, Virginia and currently
has five branch locations in Tysons Corner, Richmond and Suffolk,
Virginia.


WARNER MUSIC: Terminates All Offerings of Securities
----------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission Post-Effective Amendments to Form S-8
registration statements relating to:

   * Registration Statement No. 333-127899, registering an
     aggregate of 8,416,744 shares of Common Stock (including
     1,303,791 shares of Common Stock underlying options granted
     pursuant to the WMG Parent Corp.  LTIP Stock Option
     Agreements, 1,034,000 shares of Common Stock granted under
     the Warner Music Group Corp. 2005 Omnibus Award Plan,
     2,377,133 additional shares of Common Stock issuable under
     the Warner Music Group Corp. 2005 Omnibus Award Plan, and
     3,701,850 shares of Common Stock underlying options granted
     pursuant to Stock Option Agreements with certain
     individuals), and an indeterminate number of additional
     shares that may be offered and issued to prevent dilution
     resulting from stock splits, stock dividends, or similar
     transactions;

   * Registration Statement No. 333-127900, registering
     8,305,390.72 shares of restricted Common Stock issuable under
     Restricted Stock Award Agreements with certain individuals,
     and an indeterminate number of additional shares that may be
     offered and issued to prevent dilution resulting from stock
     splits, stock dividends, or similar transactions; and

   * Registration Statement No. 333-150441, registering an
     aggregate of 16,500,000 additional shares of Common Stock for
     issuance under the Amended and Restated 2005 Omnibus Award
     Plan.

On May 6, 2011, the Company entered into an Agreement and Plan of
Merger with Airplanes Music LLC, and Airplanes Merger Sub, Inc.,
a wholly owned subsidiary of Parent.  Pursuant to the Merger
Agreement, Merger Sub merged with and into the Company on July 20,
2011, with the Company surviving as a wholly owned subsidiary of
Parent.

As a result of the Merger, the Company has terminated all
offerings of its securities pursuant to its existing registration
statements.

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported a net loss of $39 million on $682 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $28 million on $666 million of revenue for the same
period during the prior year.  The Company also reported a net
loss of $57 million on $1.47 billion of revenue for the six months
ended March 31, 2011, compared with a net loss of $44 million on
$1.58 billion of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$3.61 billion in total assets, $3.87 billion in total liabilities
and a $254 million in total deficit.

                          *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WASHINGTON LOOP: Chapter 11 Case Reassigned to Jeffery P. Hopkins
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
reassigned the Chapter 11 case of Washington Loop, LLC, to the
Hon. Jeffery P. Hopkins.

The reassignment includes all adversary proceedings that may be
pending.  Any hearing that may be scheduled before the Hon. Barry
S. Schermer is canceled and will be rescheduled before the
successor judge assigned.

Punta Gorda, Florida-based Washington Loop, LLC, a Limited
Liability Company, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-06053) on March 31, 2011.  Joel S.
Treuhaft, Esq., who has an office in Palm Harbor, Florida, serves
as the Debtor's bankruptcy counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case
No. 10-27981) by order of the Court entered on March 17, 2011.
In the Debtor's prior Chapter 11 case, the Debtor's Schedule F, as
filed under penalty of perjury, listed some 34 general unsecured
creditors totaling claims of $1,953,354.  In that case, the
Debtor, under penalty of perjury listed all Schedule F debts and
non-contingent, liquidated, and undisputed.

The Debtor now declares, under penalty of perjury, that all
Schedule F debts are unliquidated.  These schedules were filed no
less than two weeks after the dismissal of the prior Chapter 11
case, and only six weeks after the Debtor filed its Schedule F in
that case.


WASHINGTON MUTUAL: Court OKs Klee Tuchin as Special Counsel
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Washington Mutual's motion to retain Klee, Tuchin, Bogdanoff &
Stern as special litigation counsel.

Law360 says the Court also approved the Company's second
supplemental application, pursuant to Sections 327(e) and 328(a)
of the Bankruptcy Code and Rule 2014 of the Federal Rules of
Bankruptcy Procedure, for authorization to enlarge the retention
of Perkins Coie as special counsel in order to include legal
assistance as local counsel with respect to a tax proceeding.

Klee Tuchin Bogdanoff & Stern LLP as special litigation counsel,
will investigate, assess, and, if necessary, potentially prosecute
claims of the Debtors' estate against former officers and
directors, and other third parties including former auditors,
investment banking advisor, rating agencies, and other that may be
identified.

The firm's partners charge between $495 to $975 per hour,
associates bill between $395 to $490 per hour, and paralegals
charge $250 per hour.

The Debtors assure the Court that Klee Tuchin is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                      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.


WASHINGTON MUTUAL: Court Approves Schwabe as Securities Counsel
---------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 cases of Washington Mutual Inc., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Schwabe, Williamson & Wyatt as securities counsel.

The firm will advise the Equity Committee in connection with
various securities and corporate transactional aspects of the
parties' negotiations and issues related to the Modified Sixth
Amended Plan and proposed Modified Seventh Amended Plan.

The hourly rates of the firm's personnel are:

         A. Jeffry Bird, shareholder              $520
         Kevin E. Brannon, shareholder            $480
         Darius Hartwell, shareholder             $410
         Melissa Berube, associate                $240

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

                      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.


WATERSCAPE RESORT: Court OKs Holland & Knight as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved Waterscape Resort LLC's application to employ
Holland & Knight LLP as special litigation counsel.

As reported in the Troubled Company Reporter on June 15, 2011,
Holland & Knight will render professional services to the Debtor,
which may include, but are not limited to non-bankruptcy related
litigation matters, primarily with respect to mechanics lien
issues, trust fund issues and litigation.

Holland & Knight can be reached at:

                  Frederick R. Rohn, Esq.
                  HOLLAND & KNIGHT LLP
                  31 West 52nd Street
                  New York, NY 10019
                  Telephone: (212) 513-3422
                  E-mail: frederick.rohn@hklaw.com

The current standard hourly rates for Holland & Knight are:

            Professional                  Rate/Hour
            ------------                  ---------
            Partners                        $400
            Senior Counsel                  $375
            Associates                    $235-350
            Paralegals and law clerks     $185-205

To the best of the Debtor's knowledge, Holland & Knight assures
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                     About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  Brett D. Goodman,
Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP
represent the Debtor as Bankruptcy Counsel.  The Debtor estimated
its assets and debts at $100 million to $500 million.


WATERSCAPE RESORT: Court OKs Schiff Hardin as Committee Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved Waterscape Resort LLC's application to employ
Schiff Hardin LLP LLP as counsel, nunc pro tunc to June 17, 2011.

The professional services that the Committee expects Schiff to
render include:

   (a) providing legal advice with respect to the Committee's
       rights, powers and duties in this case;

   (b) preparing all necessary applications, answers, responses,
       objections, orders, reports and other legal papers;

   (c) representing the Committee in any and all matters arising
       in the case;

   (d) assisting the Committee in its investigation and analysis
       of the Debtor, including but not limited to, the review and
       analysis of all pleadings, claims and plan of
       reorganization filed in the case and any negotiations
       or litigation that may arise out of or in connection with
       the matters, operations and financial affairs;

   (e) representing the Committee in all aspects of confirmation
       proceedings; and

   (f) performing all other legal services for the Committee that
       may be necessary or desirable in these proceedings.

In exchange for its services, Schiff Hardin will be paid based on
its professionals' hourly rates.  The principal attorneys proposed
to represent the Committee are:

   Professional             Rate Per Hour
   ------------             -------------
   Louis T. DeLucia              $725
   Alyson M. Fiedler             $550

The firm will also be reimbursed for necessary and reasonable out-
of-pocket expenses.

Louis T. DeLucia, a partner at the law firm, assures the Court
that Schiff (a) does not hold or represent any interest adverse to
the Debtor or their Chapter 11 estates, their creditors, or any
other party-in-interest and (b) is a "disinterested
person" as that term is defined in Section 101 (14) of the
Bankruptcy Code.

                      About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately $17
million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  Brett D. Goodman,
Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP
represent the Debtor as Bankruptcy Counsel.  Holland & Knight LLP
serves as its special litigation counsel.  The Debtor disclosed
$214,285,027 in assets and $158,756,481 in liabilities as of the
Chapter 11 filing.

A 3-member Official Committee of Unsecured Creditors has been
appointed in the Debtor's Chapter 11 case.


WILLIAM LYON: Lenders Waive Potential Default Under 2009 Loan
-------------------------------------------------------------
William Lyon Homes, Inc., entered into a waiver agreement related
to its Senior Secured Term Loan Agreement dated as of Oct. 20,
2009.  Under the Waiver, the lenders under the Loan Agreement have
waived any potential default related to the minimum tangible net
worth covenants in the Loan Agreement.  The waiver will be
effective until Sept. 16, 2011, subject to certain terms and
conditions.

                      About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

The Company's balance sheet at March 31, 2011, showed $627.54
million in total assets, $614.71 million in total liabilities and
$12.83 million in stockholders' equity.

                         *     *     *

William Lyon carries 'CCC' issuer credit ratings from Standard &
Poor's, and 'Caa2' long term corporate family and probability of
default ratings from Moody's.

"S&P raised its rating on William Lyon Homes because S&P believes
that near-term liquidity pressure has eased somewhat following the
partial funding of a secured term loan and reduced maturing credit
facility debt," said credit analyst James Fielding in November
2009 when S&P raised the rating on William Lyon to 'CCC' from
'CCC-'.  He added, "However, this privately held homebuilder
remains very highly leveraged and may face challenges repaying or
refinancing intermediate-term debt maturities if its business
prospects don't improve in the interim."

Standard & Poor's Ratings Services raised its rating on William
Lyon Homes' 10.75% senior unsecured notes due 2013 to 'CC' from
'D' after the company repurchased $10.5 million of outstanding
principal for $9.0 million.  S&P lowered its rating on the notes
to 'D' because S&P considered the discounted repurchase to be
tantamount to default under its criteria for exchange offers and
similar restructurings.  In accordance with its criteria, S&P is
now raising its rating on these notes because the company
completed its repurchase, and S&P is not aware of additional
discounted repurchases at this time.


WHITTLE DEVELOPMENT: Files Plan & Disclosure Statement
------------------------------------------------------
Whittle Development Inc. and Mariah Bay Development Inc. filed an
amended Chapter 11 plan of reorganization and explanatory
disclosure statement in the U.S. Bankruptcy Court for the Northern
District of Texas.

According to the Debtors, the plan is drafted with the mission of
providing for the marketing and sale of the land portfolio of each
of the Debtors in a manner which will enable the unsecured
creditors to capture the resident equity in those portfolios,
while affording the secured creditors adequate protection of
their interests and a more dedicated sales force to enable their
collateral to fetch a higher price than they could secure vis a
vis foreclosure and marketing their portions of these Debtors
portfolios.

The Plan also enables unsecured creditors to participate without
the effect of the large guaranty claim of City Bank Texas.  In
essence the Plan is, in many respects, a controlled liquidation
of these portfolios, with a prospect that, with the help of the
provisions regarding City Bank, all creditors in both cases will
have their allowed claims paid in full.  But there are claims
issues and litigation which accompanied the filing of this case
and which remains, and in some respects has been modified, which
the Debtors feel will lower the amount of claims which must be
paid in order to meet that goal of payment in full.  However,
until those disputes are determined or resolved, the full amount
of the stated claims must be reserved.

Under the plan, among others, each holder of an allowed general
unsecured claim will be entitled to an initial cash distribution
equal to 5.2941176% of the holder's allowed general unsecured
claims on the plan distribution date, as an initial distribution.
The CULS/TFHarbor allowed claim, in lieu of initial distribution
on the plan distribution date, will receive the applicable
benefits detailed in the CULS MSA.  Thereafter, each holder of an
allowed general unsecured claim of WDI will be entitled to a pro-
rata distribution of the proceeds received from the unsecured
claims note.  The pro-rata distribution of the proceeds of the
unsecured claims note wil be split between the holders of allowed
general unsecured claims of WDI including the CULS/TFHarbor
allowed claim and those of the holders of allowed general
unsecured claims of Mariah Bay

In addition, allowed general unsecured claims of insiders and
affiliates of WDI will have their allowed claim converted into the
new equity securities of the Debtors.  The holders of allowed
interests of WDI will have their equity securities cancelled
as of the plan closing date.

City Bank of Texas and Branch Banking and Trust Company objected
to the previous disclosure statement and plan because there are
missing exhibits that would contain critical terms, such as
interest rate and strike price, relevant to the Debtors' plan and
to the treatment of the banks' claims.

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

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

                    About Whittle Development

Rockwall, Texas-based Whittle Development Inc. is a Sub Chapter S
property development company wholly owned by Robert S. Whittle. It
owns significant acreage in and around the northeastern shore of
Lake Ray Hubbard, as well as other parts of Rockwall County,
Texas.  Its business is the sale and development of its holdings
for highest and best uses of its land "inventory" to third party
end users or other more direct developers.

Whittle Development filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 10-37084) on Oct. 4, 2010.  Whittle
Development estimated its assets and debts at $10 million to
$50 million at the Petition Date.

Whittle Development's case is jointly administered with Rockwall,
Texas-based Mariah Bay Development Inc., which is also a Sub
Chapter S corporation wholly owned by Robert S. Whittle.  Mariah
Bay filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex.
Case No. 10-37085) on Oct. 4, 2010.  Mariah Bay estimated its
assets and debts at $10 million to $50 million at the Petition
Date.

Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow P.C.,
assists the Debtors in their restructuring efforts.

Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a
separate Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-31171)
on Feb. 19, 2010.


YELLOWSTONE CLUB: Stakeholders Await Ruling on Plan Appeal
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that stakeholders in Yellowstone
Mountain Club LLC gave two days of testimony and are now awaiting
a bankruptcy judge's ruling on whether he erred in approving the
exclusive ski-and-golf community's restructuring plan more than
two years ago.

                    About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Club --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club LLC and its affiliates filed for Chapter
11 on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).  The
Company's owner affiliate Edra D. Blixseth, filed for Chapter 11
on March 27, 2009 (Bankr. D. Mont. Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC, represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.

The Court entered an order confirming The Yellowstone Club's
Chapter 11 Plan of Reorganization in June 2009.


YORKTOWN FUNDING: Orrstown Bank Will Charge Off $8.8 Million Loan
-----------------------------------------------------------------
Marcus Rauhut at Public Opinion Online reports that Orrstown Bank
will charge off an $8.6 million loan owed by Yorktown Funding.
The bank said in a filing with the Securities and Exchange
Commission that it intends to aggressively pursue the recovery of
the amount owed in the bankruptcy court proceedings, as well as
through other avenues that may be available.

According to the report, Orrstown Bank was listed as a creditor.
At the time of the bankruptcy, the balance outstanding on the
Yorktown line of credit was about $8.6 million, according to the
SEC filing.

Mr. Rauhut says, in May, Yorktown Funding filed a reorganization
plan that involved exit financing from Orrstown Bank as the lead
bank and several other financial institutions.  It was originally
proposed that the banks would provide a credit facility to a newly
formed entity, but Orrstown Bank recently notified Yorktown and
the newly formed entity that the bank would not be able to extend
its commitments, which expired on June 30.

The report says Yorktown has not paid regular debt service
payments on the loan during the Chapter 11 case, and Orrstown Bank
placed the loan on nonaccrual status and reported the loan as
nonperforming at March 31, 2010.

Mr. Rauhut notes the bank had previously allocated about $3
million of its loan loss reserve to the Yorktown loan, but will
charge off about $8.6 million.  As a result, Orrstown is
increasing its provision for loan losses to about $21 million as
of June 30.

This includes the additional $5.6 million added to the loan loss
reserve for the Yorktown loan, but the bank said it also reflects
continuing softness in economic conditions and comes as a result
of internal risk rating downgrades to existing credits, plus
additional specific reserve set-asides attributable to various
commercial loan relationships.

Yorktown Funding, a Camp Hill-based company that provided interim
construction financing, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Pa. Case No. 1:10-bk-01042-MDF) in Harrisburg,
Pennsylvania, on Feb. 9, 2010.


YRC WORLDWIDE: New Board of Directors Members Elected
-----------------------------------------------------
Pursuant to the terms of YRC Worldwide Inc.'s previously disclosed
restructuring, the entire board of directors were required to
resign effective immediately following the closing of the
Restructuring.  Accordingly, immediately following the Closing on
July 22, 2011, Eugene I. Davis, Dennis E. Foster, Teresa
Ghilarducci, Marnie S. Gordon, Beverly K. Goulet, Mark E.
Holliday, John A. Lamar, William L. Trubeck and William D. Zollars
resigned from the Company's board of directors.

Pursuant to the terms of the Restructuring, William D. Zollars and
William L. Trubeck resigned as Chairman of the Board, President
and Chief Executive Officer and Interim Executive Vice President
and Chief Financial Officer, respectively, immediately following
the Closing.  John A. Lamar also resigned as Chief Restructuring
Officer immediately following the Closing.  In connection with the
Closing, the Company paid Mr. Trubeck a $150,000 success fee.
Also in connection with the Closing and his resignation, the
Company paid Mr. Lamar $838,667, comprised of a $500,000 success
fee and $338,667 in monthly fees he would have earned through the
end of his previously disclosed one-year letter agreement with the
Company.  Mr. Zollars retired pursuant to a letter agreement with
the Company, dated Sept. 28, 2010.

On July 21, 2011, the Old Board elected and designated Raymond
Bromark, Douglas Carty, Matthew Doheny, Robert L. Friedman, James
Hoffman, Michael J. Kneeland, Harry Wilson and James F. Winestock
as continuing directors to fill the vacancies left by the
resigning directors, effective immediately following the Old Board
Resignations.  Messrs. Bromark, Doheny, Friedman, Hoffman,
Kneeland and Winestock were nominated by the administrative agent
under the Company's existing credit agreement and the steering
committee of an informal group of unaffiliated lenders and
participants under the Company's existing credit agreement.
Pursuant to the terms of Company's Series A Voting Preferred
Stock, par value $1.00 per share, issued to the International
Brotherhood of Teamsters in the Restructuring, the IBT selected
Messrs. Carty and Wilson as the IBT director representatives.  The
Company retained a professional search firm to assist a five-
person committee in identifying director, chief executive offer
and chief financial officer candidates.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/bnLOkO

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed $2.62
billion in total assets, $2.91 billion in total liabilities, and a
$287.64 million total shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

As reported by the TCR on March 22, 2011, Moody's Investors
Service has lowered the Corporate Family Rating of YRC Worldwide,
Inc to Ca from Caa3.  The rating outlook is negative.  The rating
has been downgraded in response to the company's recent disclosure
of a "Milestone Failure" relating to requirements under its
amended credit agreement.  Moody's believes that this development
increases the risk in YRC's efforts to conclude critical
refinancing that is instrumental to its ability to avoid
bankruptcy.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: Completes Refinancing of Debt to Lenders
-------------------------------------------------------
YRC Worldwide Inc., on July 22, 2011, completed its previously
disclosed financial restructuring whereby it refinanced the claims
held by its lenders under its existing credit agreement, dated as
of Aug. 17, 2007, with JPMorgan Chase Bank, National Association,
as administrative agent and the certain financial institutions
party thereto as lenders and entered into other significant
financing arrangements.  In connection with the completion of the
financial restructuring, the Company issued approximately
3,717,948 shares of its new Series B Convertible Preferred Stock,
par value $1.00 per share, $140.0 million in aggregate principal
amount of its new 10% Series A Convertible Senior Secured Notes
due 2015 and $100.0 million in aggregate principal amount of its
new 10% Series B Convertible Senior Secured Notes due 2015 to its
lenders pursuant to the terms and conditions set forth in the
prospectus forming a part of the Company's Registration Statement
on Form S-1, initially filed with the Securities and Exchange
Commission on May 17, 2011, and made effective on July 12, 2011.
The Company also entered into an amended and restated credit
agreement, a new asset-based loan facility and an amendment to the
contribution deferral agreement it has with certain multiemployer
pension funds. On July 22, 2011, the Company also delivered into
escrow approximately 1,282,051 shares of its Series B Preferred
Stock, to be delivered from escrow on July 25, 2011, to the
Teamster-National 401(k) Savings Plan for the benefit of the
Company's International Brotherhood of Teamsters employees.  The
Company also issued a share of its new Series A Voting Preferred
Stock, par value $1.00 per share, to the IBT to confer certain
board representation rights.

The Company intends to file a proxy statement with the SEC in
connection with a special meeting of the Company's stockholders to
approve the merger of a wholly owned subsidiary of the Company
with and into the Company with the Company as the surviving
entity.  In connection with the Charter Amendment Merger, the
Company will amend and restate its certificate of incorporation to
increase the amount of authorized shares of common stock to a
sufficient number to (i) permit the automatic conversion of the
shares of Series B Preferred Stock issued in the Restructuring
into shares of the Company's common stock and (ii) allow for
conversion of the Series A Notes and the Series B Notes into the
Company's common stock.

                    Bank Group Credit Agreement

On July 22, 2011, the Company, as borrower, entered into an
amended and restated credit agreement with JPMorgan Chase Bank,
National Association, as administrative agent and the certain
financial institutions party thereto as lenders, which partially
refinanced the Company's existing Credit Agreement with an
approximately $307.4 million term loan and the rollover of
approximately $437.0 million of issued and outstanding letters of
credit.  No amounts under the term loan, once repaid, may be
reborrowed.  New letters of credit may be issued in substitution
or replacement of the rollover letters of credit for the same or a
substantially similar purpose substantially concurrently with such
substitution or replacement.  The Bank Group Credit Agreement also
waived the outstanding Milestone Failure under the Company's
existing Credit Agreement.

                           ABL Facility

On July 22, 2011, YRCW Receivables LLC, a newly formed, bankruptcy
remote, wholly-owned subsidiary of the Company, JPMorgan Chase
Bank, N.A., as administrative agent and the lenders party thereto
entered into a $225.0 million ABL last out term loan facility,
and a $175.0 million ABL first out term loan facility.  The ABL
facility will terminate on Sept. 30, 2014.

Pursuant to the terms of the ABL facility, YRC Inc., USF Holland
Inc. and USF Reddaway Inc. will each sell, on an ongoing basis,
all accounts receivable originated by that Originator to the ABL
Borrower.  Under the ABL facility, the Company was appointed to
act as initial servicer of the receivables, but the Company may
delegate its duties to each Originator as a subservicer.

        Amended and Restated Contribution Deferral Agreement

On July 22, 2011, the amendment and restatement of the
contribution deferral agreement between certain subsidiaries of
the Company and certain multiemployer pension funds became
effective, pursuant to that certain Amendment 10 to Contribution
Deferral Agreement, dated as of April 29, 2011, by and among YRC
Inc., USF Holland, Inc., New Penn Motor Express, Inc. and USF
Reddaway Inc., as primary obligors, the Trustees for the Central
States, Southeast and Southwest Areas Pension Fund and the other
pension funds party thereto, and Wilmington Trust Company, as
agent, by and among the Primary Obligors, the Funds and the Agent,
which continues to defer pension payments and deferred interest
owed as of July 22, 2011.

                   Registration Rights Agreements

On July 22, 2011, the Company and its guarantor subsidiaries
entered into registration rights agreements with those holders of
its Series A Notes, Series B Notes and Series B Preferred Stock
who may be deemed to be its affiliates upon the closing of the
Exchange Offer.  Pursuant to the registration rights agreements,
the Company has agreed to prepare and file with the Securities and
Exchange Commission a registration statement covering the resale
of those Series A Notes and Series B Notes, as applicable, and the
shares of its common stock such securities are convertible into,
as well as the shares of its common stock underlying the Series B
Preferred Stock, on or prior to the "filing deadline."  The
"filing deadline" for each of the initial registration statements
is the fifth business day following the date of the consummation
of the charter amendment merger described in the Prospectus.  The
Company must use its commercially reasonable efforts to cause each
such registration statement to be declared effective by the SEC as
soon as practicable, but no later than the "effectiveness
deadline."  The "effectiveness deadline" for each initial
registration statement is 60 days after the filing deadline;
subject to certain exceptions.

                        Notice of Delisting

On July 22, 2011, the Company received a staff determination
letter from The NASDAQ Stock Market stating that the Company's
common stock should be delisted because the Company issued the
Series B Preferred Stock, the Series A Notes and the Series B
Notes at the Closing in violation of NASDAQ Listing Rules 5635(b)
and 5635(d) and because such issuance raises public interest
concerns under NASDAQ Listing Rule 5101.  The Company intends to
appeal the staff's determination to a hearing panel pursuant to
the procedures set forth in the NASDAQ Listing Rule 5800 series.

              Amendments to Articles of Incorporation

On July 22, 2011, the Company filed a Certificate of Designations
with the Delaware Secretary of State for the purposes of amending
its certificate of incorporation, as amended, to fix the
designations, preferences, powers and rights of its Series A
Voting Preferred Stock.  The share of Series A Voting Preferred
Stock has a liquidation preference of $1.00 and does not pay any
dividends.  The IBT, as the holder of the one share of Series A
Voting Preferred Stock, will be permitted to appoint two directors
to the Company's board of directors, until such time at which the
share is redeemed by the Company in accordance with its terms.
The share of Series A Voting Preferred Stock will be redeemed if
the IBT and the Company's subsidiaries cease to be in a collective
bargaining agreement that provides for such governance rights, if
the IBT ceases to be the authorized representative of such
subsidiaries' employees or if the IBT transfers or attempts to
transfer the share.  Prior to any redemption of the share of
Series A Voting Preferred Stock, the IBT will also be able to
appoint one of its appointed directors to each of the governance,
audit, finance and compensation committees of the board of
directors, provided that such director satisfies certain
independence requirements.

A full-text copy of the Current Report is available for free at:

                        http://is.gd/gd35pE

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed $2.62
billion in total assets, $2.91 billion in total liabilities, and a
$287.64 million total shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

As reported by the TCR on March 22, 2011, Moody's Investors
Service has lowered the Corporate Family Rating of YRC Worldwide,
Inc to Ca from Caa3.  The rating outlook is negative.  The rating
has been downgraded in response to the company's recent disclosure
of a "Milestone Failure" relating to requirements under its
amended credit agreement.  Moody's believes that this development
increases the risk in YRC's efforts to conclude critical
refinancing that is instrumental to its ability to avoid
bankruptcy.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


YRC WORLDWIDE: S&P Lowers Long-Term Corp. Credit Rating to 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on YRC Worldwide Inc. to 'SD' (selective default)
from 'CC'. "At the same time, we removed the rating from
CreditWatch with negative implications, where it was placed on
March 16, 2011," S&P related.

"The ratings actions on Overland Park, Kan.-based trucking company
YRCW follow completion of the company's previously announced
financial restructuring," said Standard & Poor's credit analyst
Anita Ogbara. "In conjunction with the restructuring, YRCW
exchanged a portion of the company's secured debt and other
obligations for equity. We view this as a distressed exchange and,
thus, a default."

The company issued $100 million new convertible notes at the same
time it replaced its existing asset-backed securitization (ABS)
facility with a new three-year, $400 million asset-based loan
(ABL) facility (unrated). In addition, the maturity dates on the
debt under the credit agreement and previously deferred pension
payments have been extended until March 2015.


ZEREP ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Zerep Enterprises, Inc.
        4807 Culbreath Road
        Tampa, FL 33629

Bankruptcy Case No.: 11-14028

Chapter 11 Petition Date: July 26, 2011

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

Debtor's Counsel: Scott D. Stamatakis, Esq.
                  STAMATAKIS & THALJI, PL
                  13904 N. Dale Mabry Highway, Suite 301
                  Tampa, FL 33618
                  Tel: (813) 282-9330
                  Fax: (813) 282-8648
                  E-mail: bkemidfl@stlawfirm.net

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

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

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

The petition was signed by Margarita Whidden, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Magpie Island Inc.                     11-00749   01/18/2011


* Child-Support Ruling Not Binding Outside Bankruptcy
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a bankruptcy court fixes the amount of child
support owing, the issue can be re-litigated outside of bankruptcy
court, the U.S. Circuit Court of Appeals in Atlanta ruled July 27.
The 11th Circuit also ruled that limitations on the doctrine of a
states' sovereign immunity, as a general matter, permit holding
state authorities in contempt for alleged violations of an order
discharging debt in Chapter 13.  The case is Florida Department of
Revenue v. Diaz (In re Diaz), 10-14426, U.S. 11th Circuit Court of
Appeals (Atlanta).


* Moody's: Debt Ceiling Debate May Pressure Defense Contractors
---------------------------------------------------------------
A failure to raise the US statutory debt ceiling and subsequent
disrupted payments could squeeze liquidity for defense contractors
doing business with the US government, says a new report from
Moody's Investors Service.

"US military contractors are already feeling increasing pressure
from the ongoing deficit debate, political posturing and more
stringent contract terms," notes Russell Solomon, a Moody's senior
vice president.  "Our new Defense Contractor Liquidity Index
(DCLI) analyzes relative financial capacity to withstand any
payment disruptions."

The DCLI surveys 53 public and private Moody's-rated companies
with primary operations in the aerospace and defense industry and
calculates near-imminent available sources of liquidity relative
to estimated annual US government revenue.

The report notes overall liquidity for the sector is reasonably
robust, notwithstanding concerns that about one-half of the
average company's $11 billion in annual revenue is derived from
business conducted with the US government.  Average cash balances
are approximately $1.2 billion and almost 90% of revolving lines
of credit remain undrawn and available for borrowing if needed.

Moody's warns that some companies are more vulnerable to a
government shutdown, especially those with above-average
dependence on revenue from the US government and relatively
limited existing liquidity.  While the more exposed group in the
index contains three of the five largest defense contractors --
General Dynamics, Raytheon and Lockheed Martin -- Moody's believes
that these investment-grade companies could readily access the
capital markets if unexpected payment disruptions occur for an
extended period of time.

"In the event that the federal government is unable to quickly
resolve the debt ceiling impasse, the index could prove a useful
tool in judging relative risk exposures across the sector," notes
Bruce Herskovics, a Moody's assistant vice president.


* S&P: Distressed Ratio Is Steady Despite Debt Ceiling Gridlock
---------------------------------------------------------------
Despite political gridlock in Washington that could lead to a
downgrade of -- or even a default by -- the U.S., the corporate
credit environment has been relatively calm, said an article
published July 29 by Standard & Poor's Global Fixed Income
Research, titled "U.S. Distressed Debt Monitor (Premium)."

"At the end of June, the speculative-grade corporate default rate
in the U.S. was down slightly, to 2.24% from 2.53% at the end of
May.  The U.S. speculative-grade corporate bond spread widened
marginally, to 551 bps on July 15 from 549 bps a month earlier,"
said Diane Vazza, head of Standard & Poor's Global Fixed Income
Research.  "With the increase in the corporate bond spread,
the distress ratio also rose, to 6.1% on July 15 from 5.9% a month
earlier."

Standard & Poor's distress ratio is defined as the number of
distressed securities divided by the total number of speculative-
grade-rated issues.

Distressed credits are speculative-grade-rated issues that have
option-adjusted spreads of more than 1,000 bps relative to
Treasuries.

The size of the distressed universe within the corporates sector
remained relatively unchanged from last month.  A total of 69
companies had issues trading with spreads of 1,000 bps and higher
as of July 15 -- the same number as in June.  Along with this, the
count of affected issues rose only slightly, to 94 from 92.

With a slight increase in the distress ratio, the amount of
affected debt also rose, to $38.5 billion as of July 15 from
$36.3 billion in June.  Based on debt volume, the media and
entertainment, high technology, and oil and gas sectors accounted
for 69.4% of the total debt outstanding.  Media and entertainment
alone accounted for more than 39%.


* S&P's Global Corporate Defaults Tally Now at 21
-------------------------------------------------
NZF Money Ltd., a New Zealand-based finance company, was appointed
a receiver at the request of its directors last week, and U.S.-
based transportation company YRC Worldwide Inc. restructured its
debt.  These events raise the global corporate default tally to 21
so far in 2011, said an article published Friday by Standard &
Poor's, titled "Global Corporate Default Update (July 21 - 27,
2011) (Premium)."

Of the total, 13 issuers were based in the U.S., three were based
in New Zealand, two were based in Canada, and one each was based
in the Czech Republic, France, and Russia.  By comparison, 50
global corporate issuers had defaulted by this time in 2010. Of
these defaulters, 35 were U.S.-based issuers, two were European
issuers, six were from the emerging markets, and seven were in the
other developed region (Australia, Canada, Japan, and New
Zealand).

Eight of this year's defaults were due to missed interest or
principal payments and seven were due to distressed exchanges--
both among the top reasons for default in 2010.  Of the remaining
six, three issuers defaulted after they filed for bankruptcy,
another had its banking license revoked by its country's central
bank, the fifth was forced into liquidation as a result of
regulatory action, and the sixth was appointed a receiver.

Of the defaults in 2010, 28 defaults resulted from missed interest
or principal payments, 25 resulted from Chapter 11 and foreign
bankruptcy filings, 23 from distressed exchanges, three from
receiverships, one from regulatory directives, and one from
administration.

Following a year of record-setting highs in terms of global
corporate default statistics, 2010 provided the markets with a
noticeable reversal.  In 2010, 81 global corporate issuers
defaulted, down from the record high of 265 in 2009.  None of the
81 defaulters began the year rated investment grade.  The debt
amount affected by these defaults fell to $95.7 billion, also
considerably lower than in 2009.


* Three Bank Failures Friday Bring Year's Total to 61
-----------------------------------------------------
On July 29, three banks in Indiana, Virginia and South Carolian
failed.  The three failures will cost the Federal Deposit
Insurance Corp. $253.4 million.

Regulators on Friday shuttered Integra Bank, NA of Evansville,
Ind., along with smaller banks BankMeridian, N.A. and Virginia
Business.

To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Old National Bank, Evansville, Indiana,
to assume all of the deposits of Integra Bank.  As of March 31,
2011, Integra bank had $2.2 billion in assets and $1.9 billion in
total deposits.

There have been 61 bank failures so far this year, compared with
157 for the entire 2010.  The failures in 2010 were the most since
1992, when 179 institutions were taken over by regulators.

                  2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                  Loss-Share
                                  Transaction Party   FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                     Closed Bank  Deposits & Bought   Fund
   Closed Bank       (millions)   Certain Assets      (millions)
   -----------       -----------  --------------      -----------
Integra Bank           $2,200.0  Old National Bank         $170.7
BankMeridian, N.A.       $239.8  SCBT N.A.                  $65.4
Virginia Business         $95.8  Xenith Bank                $17.3

Bank of Choice         $1,070.0  Bank Midwest, N.A.        $213.6
LandMark Bank of Fla.    $275.0  American Momentum          $34.4
Southshore Community      $46.3  American Momentum           $8.3
Summit Bank               $72.0  The Foothills Bank         $11.3
First Peoples Bank       $228.3  Premier American Bank       $7.4
One Georgia Bank         $186.3  Ameris Bank                $44.4
High Trust Bank          $192.5  Ameris Bank                $66.0
Colorado Capital         $717.5  First-Citizens Bank       $283.8
First Chicago Bank       $959.3  Northbrook Bank           $284.3
Signature Bank            $66.7  Points West Community      $22.3
Mountain Heritage        $103.7  First American Bank        $41.1
First Commercial Bank     $98.6  Stonegate Bank             $28.5
McIntosh State Bank      $339.9  Hamilton State Bank        $80.0
Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4
First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Fitch Comments on CDS of Firms Ahead of Earnings
--------------------------------------------------
The markets are taking a somewhat mixed view of Ford Motor
Company, as evidenced by their credit default swap (CDS) spreads
and CDS liquidity, according to Fitch Solutions in its latest
earnings commentary.

CDS on Ford (reporting this morning) have come in 5% over the past
quarter, outperforming the broader North American auto sector (10%
wider on average). While Ford is now pricing 13% tight of its
historical 'BB-' trading level, CDS liquidity signals high levels
of market uncertainty. 'CDS referencing Ford are currently the
seventh most liquid contracts in North America, meaning there are
still many question marks over future CDS pricing for the
company,' said Author and Director Diana Allmendinger.

Elsewhere, CDS on auto parts manufacturer American Axle &
Manufacturing Inc. have remained largely unchanged while its
liquidity fell slightly. That being said, CDS on American Axle
continue to trade in the third regional percentile. 'Market
sentiment has improved of late, though American Axle's future
direction remains murky amid high oil prices potentially weighing
on demand for trucks, SUVs and other commercial vehicles,' said
Allmendinger.

Hess Corporation (OIL & GAS/Oil & Gas Producers)

Credit spreads have widened over the last three months, with the
five-year point widening from 81 basis points (bps) to 95 bps, an
increase of 17%. The liquidity score on Hess Corporation decreased
from 7.86 to 7.25 over the three-month period, causing an increase
in liquidity from trading in the 29th percentile to the 15th
percentile.

American Axle and Manufacturing, Inc. (CONSUMER GOODS/Automobiles
& Parts)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 562 bps to 560 bps, a decrease of
-0%. The liquidity score on American Axle and Manufacturing, Inc.
decreased from 6.82 to 6.61 over the three-month period, causing a
decrease in liquidity from trading in the first percentile to the
third percentile.

Boeing Company (The) (INDUSTRIALS/Aerospace & Defense)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 64 bps to 63 bps, a decrease of -
1%. The liquidity score on Boeing Company (The) decreased from
7.43 to 7.21 over the three-month period, causing a decrease in
liquidity from trading in the 13th percentile to the 14th
percentile.

Ford Motor Company (CONSUMER GOODS/Automobiles & Parts)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 293 bps to 278 bps, a decrease of
-5%. The liquidity score on Ford Motor Company decreased from 6.85
to 6.37 over the three-month period, causing an increase in
liquidity from trading in the second percentile to the first
percentile.

Goodyear Tire & Rubber Company (The) (CONSUMER GOODS/Automobiles &
Parts)

Credit spreads have widened over the last three months, with the
five-year point widening from 425 bps to 429 bps, an increase of
1%. The liquidity score on Goodyear Tire & Rubber Company (The)
decreased from 7.26 to 6.82 over the three-month period, causing
an increase in liquidity from trading in the seventh percentile to
the fourth percentile.

International Paper Company (BASIC MATERIALS/Forestry & Paper)

Credit spreads have widened over the last three months, with the
five-year point widening from 118 bps to 132 bps, an increase of
12%. The liquidity score on International Paper Company decreased
from 7.83 to 7.09 over the three-month period, causing an increase
in liquidity from trading in the 28th percentile to the 11th
percentile.

Newell Rubbermaid, Inc. (CONSUMER GOODS/Household Goods)

Credit spreads have widened over the last three months, with the
five-year point widening from 130 bps to 139 bps, an increase of
7%. The liquidity score on Newell Rubbermaid, Inc. decreased from
7.58 to 7.08 over the three-month period, causing an increase in
liquidity from trading in the 19th percentile to the 10th
percentile.

Office Depot, Inc. (CONSUMER SERVICES/General Retailers)

Credit spreads have widened over the last three months, with the
five-year point widening from 452 bps to 527 bps, an increase of
17%. The liquidity score on Office Depot, Inc. decreased from 7.74
to 7.67 over the three-month period, causing a decrease in
liquidity from trading in the 24th percentile to the 30th
percentile.

Pulte Group, Inc. (CONSUMER GOODS/Household Goods)

Credit spreads have widened over the last three months, with the
five-year point widening from 309 bps to 329 bps, an increase of
6%. The liquidity score on PulteGroup, Inc. decreased from 7.87 to
7.16 over the three-month period, causing an increase in liquidity
from trading in the 29th percentile to the 13th percentile.

RadioShack Corporation (CONSUMER SERVICES/General Retailers)

Credit spreads have widened over the last three months, with the
five-year point widening from 259 bps to 334 bps, an increase of
29%. The liquidity score on RadioShack Corporation decreased from
7.55 to 7.13 over the three-month period, causing an increase in
liquidity from trading in the 17th percentile to the 12th
percentile.

Sprint Nextel Corporation (TELECOMMUNICATIONS/Mobile
Telecommunications)

Credit spreads have widened over the last three months, with the
five-year point widening from 315 bps to 324 bps, an increase of
3%. The liquidity score on Sprint Nextel Corporation decreased
from 7.09 to 6.9 over the three-month period, causing a decrease
in liquidity from trading in the fourth percentile to the fifth
percentile.

Sealed Air Corporation (INDUSTRIALS/General Industrials)

Credit spreads have widened over the last three months, with the
five-year point widening from 150 bps to 281 bps, an increase of
87%. The liquidity score on Sealed Air Corporation decreased from
8.04 to 7.45 over the three-month period, causing an increase in
liquidity from trading in the 35th percentile to the 23rd
percentile.

United Parcel Service, Inc. (INDUSTRIALS/Industrial
Transportation)

Credit spreads have widened over the last three months, with the
five-year point widening from 38 bps to 40 bps, an increase of 5%.
The liquidity score on United Parcel Service, Inc. decreased from
7.48 to 7.41 over the three-month period, causing a decrease in
liquidity from trading in the 15th percentile to the 21st
percentile.

Valero Energy Corporation (OIL & GAS/Oil & Gas Producers)

Credit spreads have widened over the last three months, with the
five-year point widening from 122 bps to 130 bps, an increase of
6%. The liquidity score on Valero Energy Corporation decreased
from 7.19 to 6.9 over the three-month period, causing a decrease
in liquidity from trading in the fifth percentile to the sixth
percentile.

Weyerhaeuser Company (BASIC MATERIALS/Forestry & Paper)

Credit spreads have widened over the last three months, with the
five-year point widening from 138 bps to 155 bps, an increase of
12%. The liquidity score on Weyerhaeuser Company decreased from
7.74 to 7.24 over the three-month period, causing an increase in
liquidity from trading in the 24th percentile to the 15th
percentile.

United States Steel Corporation (BASIC MATERIALS/Industrial
Metals)

Credit spreads have widened over the last three months, with the
five-year point widening from 339 bps to 410 bps, an increase of
21%. The liquidity score on United States Steel Corporation
decreased from 7.22 to 7.15 over the three-month period, causing a
decrease in liquidity from trading in the seventh percentile to
the 13th percentile.

Expedia, Inc. (CONSUMER SERVICES/Travel & Leisure)

Credit spreads have widened over the last three months, with the
five-year point widening from 180 bps to 192 bps, an increase of
7%. The liquidity score on Expedia, Inc. decreased from 7.11 to
6.75 over the three-month period. The regional percentile ranking
stayed the same

Genworth Financial Inc. (FINANCIALS/Life Insurance)

Credit spreads have widened over the last three months, with the
five-year point widening from 321 bps to 461 bps, an increase of
44%. The liquidity score on Genworth Financial Inc. decreased from
6.48 to 6.14 over the three-month period. The regional percentile
ranking stayed the same

Universal Health Services, Inc. (HEALTH CARE/Health Care Equipment
& Services)

Credit spreads have tightened over the last three months, with the
five-year point tightening from 198 bps to 187 bps, a decrease of
-6%. The liquidity score on Universal Health Services, Inc.
decreased from 7.91 to 7.67 over the three-month period. The
regional percentile ranking stayed the same.


* BOND PRICING -- For Week From July 25 - July 29, 2011
-------------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
AMBAC INC           9.500  2/15/2021    13.300
AMBAC INC           7.500   5/1/2023    14.500
AMBAC INC           6.150   2/7/2087     1.700
ACARS-GM            8.100  6/15/2024     1.000
AHERN RENTALS       9.250  8/15/2013    43.780
AMERICAN ORIENT     5.000  7/15/2015    50.118
BANK NEW ENGLAND    8.750   4/1/1999    14.125
BANK NEW ENGLAND    9.875  9/15/1999    13.500
BANKUNITED FINL     6.370  5/17/2012     7.100
BANKUNITED FINL     3.125   3/1/2034     7.100
CAPMARK FINL GRP    5.875  5/10/2012    60.500
CHAMPION ENTERPR    2.750  11/1/2037     1.500
DECODE GENETICS     3.500  4/15/2011     0.500
DIRECTBUY HLDG     12.000   2/1/2017    39.750
DIRECTBUY HLDG     12.000   2/1/2017    41.000
BLOCKBUSTER INC    11.750  10/1/2014     3.750
DUNE ENERGY INC    10.500   6/1/2012    68.133
EDDIE BAUER HLDG    5.250   4/1/2014     5.625
ENERGY CONVERS      3.000  6/15/2013    52.500
EVERGREEN SOLAR    13.000  4/15/2015    37.250
EVERGREEN SOLAR     4.000  7/15/2020    13.000
FORD MOTOR CRED     9.875  8/10/2011    99.000
FAIRPOINT COMMUN   13.125   4/1/2018     1.000
FAIRPOINT COMMUN   13.125   4/2/2018     1.250
GREAT ATLANTIC      9.125 12/15/2011    25.500
GREAT ATLA & PAC    6.750 12/15/2012    31.000
HARRY & DAVID OP    9.000   3/1/2013     3.000
ELEC DATA SYSTEM    3.875  7/15/2023    97.000
LEHMAN BROS HLDG    6.625  1/18/2012    26.750
LEHMAN BROS HLDG    5.250   2/6/2012    25.500
LEHMAN BROS HLDG    6.000  7/19/2012    25.500
LEHMAN BROS HLDG    3.000 10/28/2012    25.125
LEHMAN BROS HLDG    3.000 11/17/2012    24.250
LEHMAN BROS HLDG    5.000  1/22/2013    25.750
LEHMAN BROS HLDG    5.625  1/24/2013    27.000
LEHMAN BROS HLDG    5.100  1/28/2013    25.300
LEHMAN BROS HLDG    5.000  2/11/2013    25.750
LEHMAN BROS HLDG    4.800  2/27/2013    25.500
LEHMAN BROS HLDG    4.700   3/6/2013    25.300
LEHMAN BROS HLDG    5.000  3/27/2013    25.375
LEHMAN BROS HLDG    5.750  5/17/2013    26.250
LEHMAN BROS HLDG    2.000   8/1/2013    24.375
LEHMAN BROS HLDG    5.250  1/30/2014    24.250
LEHMAN BROS HLDG    4.800  3/13/2014    26.750
LEHMAN BROS HLDG    5.000   8/3/2014    25.300
LEHMAN BROS HLDG    6.200  9/26/2014    27.000
LEHMAN BROS HLDG    5.150   2/4/2015    25.000
LEHMAN BROS HLDG    5.250  2/11/2015    25.250
LEHMAN BROS HLDG    8.800   3/1/2015    25.875
LEHMAN BROS HLDG    7.000  6/26/2015    23.500
LEHMAN BROS HLDG    8.500   8/1/2015    25.125
LEHMAN BROS HLDG    5.000   8/5/2015    25.300
LEHMAN BROS HLDG    7.000 12/18/2015    25.625
LEHMAN BROS HLDG    5.500   4/4/2016    26.750
LEHMAN BROS HLDG    8.050  1/15/2019    23.833
LEHMAN BROS HLDG   11.000  6/22/2022    25.300
LEHMAN BROS HLDG   11.000  7/18/2022    24.500
LEHMAN BROS HLDG    9.500  1/30/2023    22.625
LEHMAN BROS HLDG    8.400  2/22/2023    22.236
LEHMAN BROS HLDG    9.500  2/27/2023    25.500
LEHMAN BROS HLDG    9.000   3/7/2023    23.775
LEHMAN BROS HLDG   10.000  3/13/2023    25.125
LEHMAN BROS HLDG   18.000  7/14/2023    25.750
LEHMAN BROS HLDG   10.375  5/24/2024    25.300
LEHMAN BROS INC     7.500   8/1/2026    15.000
LEHMAN BROS HLDG   11.000  3/17/2028    25.497
LIFEPT VILGE        8.500  3/19/2013    49.500
LOCAL INSIGHT      11.000  12/1/2017     2.250
MAJESTIC STAR       9.750  1/15/2011    18.000
NEBRASKA BOOK CO    8.625  3/15/2012    66.500
NBC ACQ CORP       11.000  3/15/2013     8.640
NEWPAGE CORP       10.000   5/1/2012    24.500
NEWPAGE CORP       12.000   5/1/2013     6.240
RESTAURANT CO      10.000  10/1/2013    15.000
RIVER ROCK ENT      9.750  11/1/2011    75.175
RASER TECH INC      8.000   4/1/2013    29.760
SBARRO INC         10.375   2/1/2015    25.000
SMITHFIELD FOODS    7.000   8/1/2011   100.000
SPHERIS INC        11.000 12/15/2012     1.875
THORNBURG MTG       8.000  5/15/2013    10.131
TOUSA INC           9.000   7/1/2010    15.000
TIMES MIRROR CO     7.250   3/1/2013    44.400
MOHEGAN TRIBAL      8.000   4/1/2012    80.800
TRICO MARINE SER    8.125   2/1/2013     8.500
TRICO MARINE        3.000  1/15/2027     1.250
VIRGIN RIVER CAS    9.000  1/15/2012    51.000
WESCO INTL          1.750 11/15/2026    89.000
WCI COMMUNITIES     7.875  10/1/2013     0.550
WCI COMMUNITIES     4.000   8/5/2023     1.570
WINDERMERE BAPT     7.700  5/15/2012    18.000
WILLIAM LYONS       7.625 12/15/2012    48.000
WILLIAM LYON INC   10.750   4/1/2013    42.500
WASH MUT BANK FA    5.125  1/15/2015     0.550



                           *********

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
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On Thursdays, the TCR delivers a list of recently filed
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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
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                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
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Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
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Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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