TCR_Public/110802.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, August 2, 2011, Vol. 15, No. 212

                            Headlines

155 EAST TROPICANA: Seeks Restructuring Through Chapter 11
5TH AVENUE: Se San Diego Hotel Sells for $49 Million
ALLIED IRISH: At Least EUR250-Mil. in Notes Accepted for Purchase
ALLSCRIPTS HEALTHCARE: S&P Raises Corp. Credit Rating to 'BB+'
ALROSE KING DAVID: Allegria Hotel Owner Sent to Chapter 11

AMBAC FINANCIAL: Committee Taps Whyte Hirschboeck as Wisc. Counsel
AMERICAN REMANUFACTURERS: Judge Slams Trustee for 'Baseless' Suits
AMERICAN REPROGRAPHICS: S&P Lowers Corp. Credit Rating to 'B+'
AMERIGAS PARTNERS: Fitch Expects to Rate $450MM Notes at 'BB+'
AMN HEALTHCARE: S&P Keeps B+ Corp. Credit Rating; Outlook Stable

APPLETON PAPERS: Marsuw and WinCup Chiefs Named to Board
ATCONTACT COMMS: Colorado Court Interprets Sec. 365(d)(3)
AVION POINT: Taps Wolff Hill as Bankruptcy Counsel
BANNING LEWIS: Colorado Springs Renews Plea for Colorado Transfer
BION ENVIRONMENTAL: CEO Agrees to Extend Term Until 2014

BION ENVIRONMENTAL: Unveils Technology to Protect Chesapeake Bay
BLUEGREEN CORP: Six Directors Elected at Annual Meeting
BORDERS GROUP: Seeks to Sell Intellectual Property Assets
BORDERS GROUP: Proposes Protocol for Objecting to Claims
BORDERS GROUP: Proposes Streambank as IP Consultant

CALUMET SPECIALTY: Moody's Says Purchase Could Pressure Rating
CARDTRONICS INC: S&P Raises CCR to 'BB'; Outlook Stable
CELL THERAPEUTICS: Posts $17 Million Net Loss in Q2 2011
CENTER COURT: Access to Montecito Cash Collateral Until December
CHARBEL FAHED: Inks Stipulation With PNC Bank Over Property Use

CHARLESTON ASSOCIATES: Committee Wants to File Own Plan
CHART INDUSTRIES: S&P Rates $230-Mil. Sr. Sub. Notes at 'B+'
CHINA CABLECOM: UHY Vocation Raises Going Concern Doubt
CHINA VILLAGE: Michael Isaacs Appointed as Resolution Advocate
CHINA VILLAGE: Anew Law Approved to Assist with Tenant Eviction

CHIQUITA BRANDS: S&P Rates $480-Mil. Credit Facilities at 'BB-'
CHRISTIAN BROTHERS: Seeks More Time to Propose Payment Plan
CHRYSLER LLC: Ohio County Claim Reclassified as General Unsecured
COMMERCIAL VEHICLE: Incurs $2.17 Million Net Loss in Q2
COMPLETE PRODUCTION: S&P Raises Corporate Credit Rating to 'BB-'

CONSOLIDATED HORTICULTURE: Removal Period Extended Until Dec. 30
CORUS BANKSHARES: Has September Plan Confirmation Hearing
CROATAN SURF: Bankr. Administrator Opposes Plan Confirmation
CRYSTAL CATHEDRAL: Says It Won't Sell, Aims to Raise $50-Mil.
CRYSTAL CATHEDRAL: U.S. Trustee Asked to Probe Board Shake-up

DAZ VINEYARDS: Silicon Valley Opposes Disclosure Statement
DELTA PETROLEUM: 2C Well Begins Hydrocarbons Production
DIGITILITI INC: R.M. Rickenbach Resigns from Board
DIRECTBUY HOLDINGS: S&P Keeps 'B' Corp. Rating on Watch Negative
DOT VN: Registrations of Vietnamese IDNs Exceed 294,000

DRYSHIPS INC: Inks Definitive Pact to Acquire OceanFreight
DULCES ARBOR: Wants to Obtain DIP Loan to Pay Pierce & Little
DYNEGY INC: Judge Denies Creditors' Bid to Block Restructuring
EASTMAN KODAK: To Sell Key Patents; Adopts Poison Pill
EASTMAN KODAK: Incurs $179 Million Net Loss in June 30 Quarter

FIRST FEDERAL: Reports $2.2 Million Net Loss in Q2 Ended June 30
FIRST PHYSICIANS: Rural Hospital Inks Pacts to Acquire SPMC
FIRST PHYSICIANS: Completes Transition to BPO Provider
GENERAL MARITIME: Incurs $23.95 Million Net Loss in Q2
GLC LIMITED: Donnan Denies All Allegations of Wrongdoing

GLOBAL CROSSING: Incurs $34 Million Net Loss in Second Quarter
GLOBAL SHIP: To Hold Annual Meeting of Shareholders on Aug. 31
GRUBB & ELLIS: CDCF II Discloses 8.9% Equity Stake
HARVEST OAKS: LNR Partners Loses Bid to Resume Foreclosure
HAWAII MEDICAL: Combined Hearing on Plan on Aug. 31

HCA HOLDINGS: Authorized Common Shares Hiked to 1.8 Billion
HCA HOLDINGS: To Issue $5 Million of Senior Notes
HCA INC: Fitch Says Upgrade of Unsecured Debt Possible
HEARUSA INC: Siemens Hearing Submits Highest Bid for Firm
HEATHERWOOD HOLDINGS: Covenant Restricts Use of Golf Course

HIDDEN VALLEY: N.J. Appeals Court Rules on Ex-Employees' Suit
HORIZON LINES: Posts $5.42 Million Net Loss in Q2 Ended June 26
HYDROGENICS CORP: Posts $2.2 Million Net Loss in Q2 2011
ISAACSON STRUCTURAL: Cafe Street Loan Approved on a Final Basis
JETBLUE AIRWAYS: Reports $25 Million Net Income in Second Quarter

JETBLUE AIRWAYS: Provides Third Quarter Financial Outlook
JAMES DONNAN: Denies All Allegations of Wrongdoing
JEFFERSON COUNTY: Meeting to Consider Fin'l Options Resumes Aug. 4
L-1 IDENTITY: S&P Withdraws 'B' Corporate Credit Rating
L-3 COMMUNICATIONS: Spin-off Expected to Be Neutral to Ratings

LA JOLLA: Has 52.27 Million Outstanding Common Shares
LAW ENFORCEMENT: $1.1-Mil. Jury Award to Wortley Prompted Ch. 11
LEGAL XTRANET: Suit v. AT&T Mgmt Survives Motion to Dismiss
LEGAL XTRANET: Bankr. Ct. Affirms Remand Order in AT&T Dispute
LEVEL 3: Incurs $181 Million Net Loss in Second Quarter

LIFECARE HOLDINGS: Removes HHH from LTACHs Acquisition Agreement
LIFE FORCE ARTS: Files for Chapter 11 Bankruptcy Protection
LINDEN PONDS: Judge Signs Off on Linden Ponds Plan-Support Deal
LOS ANGELES DODGERS: Fox Sports Objecting to Blackstone Work
LOS ANGELES DODGERS: Counsel Has Conflicting Interests, MLB Says

LOS ANGELES DODGERS: Souvenir Seller Wants Decision on Contract
MARCO POLO: Voluntary Chapter 11 Case Summary
MEDCORP INC: Huntington Bank Seeks Case Dismissal
MEDICURE INC: Dawson Reimer Appointed President and COO
METAL STORM: Eligible for R&D Tax Concession Program

METAL STORM: Shareholders OK Issuance of Shares to Dutchess
METAL STORM: Signs Memorandum of Understanding with TASER
METROPARK USA: To Sell Marks for $175,000; Auction Cancelled
MICROVISION INC: Posts $9.2 Million Net Loss in Q2 2011
MOMENTIVE PERFORMANCE: Registers $525.68MM Springing Lien Notes

MORTGAGES LTD: Bankr. Judge Issues Bench Warrant Against Investor
MSC SOFTWARE: S&P Assigns Prelim. 'B+' Corporate Credit Rating
MSR RESORT: Paulson-Winthrop Resorts Settle with Miller Buckfire
MSR RESORT: Reaches Deal With Miller Buckfire for $2 Million
MSR RESORT: Court Authorizes Committee to Retain Jefferies & Co.

NEXTWAVE WIRELESS: Enters into Forbearance Deal With Noteholders
NORTHCORE TECHNOLOGIES: Manuweb to Cross Sell Asset Mgt. Solutions
OCONEE REGIONAL: S&P Lowers Rating on Revenue Bonds to 'BB'
OLD CORKSCREW: Case Summary & 20 Largest Unsecured Creditors
OPTI CANADA: Common Shares to be Delisted from TSX

OSI RESTAURANT: Deregisters Unsold Securities
PACIFIC AVENUE: Blue Air Threats to Foreclose Complex
PACIFIC RIM: Posts $4 Million Net Loss in Year Ended April 30
PALMAS COUNTRY: Court Denies Confirmation of 2nd Amended Plan
PALM HARBOR: Expects to File Chapter 11 Plan This Week

PATRIOT GLASS: Files for Chapter 11 Bankruptcy Protection
PERKINS & MARIE: Taps Deloitte Tax as Tax Services Provider
PHILADELPHIA ORCHESTRA: Nero Aims to Probe Annenberg Foundation
PILGRIM'S PRIDE: Dist. Court Dismisses David Buchanan Suit
PONTIAC, MI: Closes Police Department Amid Spending Cuts

QUANTUM CORP: Incurs $5.22 Million Net Loss in First Quarter
QUEPASA CORP: Registers 5 Million Shares of Common Stock
QUINCY MEDICAL: U.S. Trustee Blocks Request to Pay Consultants
RENO-SPARKS INDIAN: Fitch Affirms Long-Term IDR at 'BB'
ROCK & REPUBLIC: Great American Reports Record Response to Auction

RYLAND GROUP: Incurs $10.71 Million Net Loss in Q2
SAINT VINCENTS: Cancels Auction for Staten Island Assets
SAINTS MEDICAL: Fitch Maintains RWE on 'BB+'-Rated Revenue Bonds
SALON MEDIA: Inks Employment Agreement with David Talbot
SB PARTNERS: Incurs $232,853 Net Loss in June 30 Quarter

SCOVILL FASTENERS: Taps Hays Financial as Trustee Accountant
SEAHAWK DRILLING: Court OKs ADR for $9-Mil. in PI Claims
SEAHAWK DRILLING: Wants Aucoin Claims as Claims Consultant
SNL FINANCIAL: S&P Assigns Prelim. 'B' Corporate Credit Rating
SOLAR DRIVE: Case Summary & 10 Largest Unsecured Creditors

SOUTH BAY EXPRESSWAY: San Diego Assn. to Acquire Toll Road
SPANSION INC: Court Flips Ruling on Apple's Patent License Rights
STELLAR GT: The Georgian Receivership Extended Until Oct. 31
STYLEMASTER INC: Stern May Affect Circuit Split on Res Judicata
TESORO CORP: Fitch Affirms Issuer Default Rating at 'BB'

TOWNSENDS INC: Closes Crestwood Facility, Leaves 476 Jobless
TOWNSENDS INC: Can Hire Peter Gnatowski as Financial Analyst
TRIKEENAN TILEWORKS: Losses Bid to Remain in Hornell
TRIUS THERAPEUTICS: Inks Collaboration Agreement with Bayer
UNITED CONTINENTAL: Protests EU's Carbon Emission Program

UNITED CONTINENTAL: Says Demand to China Routes Strong
UNITED CONTINENTAL: Signs Distribution Deal With Travelocity
UNIVERSAL BIOENERGY: Incurs $2.0 Million Net Loss in 2010
VALITAS HEALTH: S&P Assigns 'B' Corporate Credit Rating
VALLEJO, CA: Wins Court Approval of Reorganization Plan

WARNER MUSIC: Inks Various Financing Agreements
WARNER MUSIC: Announces Final Results of Notes Tender Offers
WARNER MUSIC: Bain Capital Does Not Own Common Shares
WARNER MUSIC: Thomas Lee Does Not Own Common Shares
WASHINGTON MUTUAL: Creditors Object to Proposed Investors' Panel

WATERSCAPE RESORT: Can Access Cash Collateral Until Aug. 18
WAXESS HOLDINGS: Now Known as AirTouch Communications
WINDHAM CRYSTAL: Case Summary & 14 Largest Unsecured Creditors
YELLOWSTONE CLUB: Founder Starts Campaign to Cancel $40MM Judgment
YRC WORLDWIDE: Moody's Revises PDR to Caa2\LD

* Up to 10 Chicken Firms Face Potential Bankruptcy Filing
* Fitch Says Free Cash Flow Efficiency Declining for FBT Issuers

* Large Companies With Insolvent Balance Sheets


                            *********


155 EAST TROPICANA: Seeks Restructuring Through Chapter 11
----------------------------------------------------------
155 East Tropicana LLC will seek a financial restructuring of its
current debt through a petition for reorganization under Chapter
11 of the U.S. Bankruptcy Code which was filed Aug. 1 with the
United States Bankruptcy Court for the District of Nevada.

The Company had been in extensive negotiations with its primary
bondholder, which purchased approximately 98% of the company's
debt at a substantial discount.  The Company no longer believes a
pre-negotiated restructuring is possible, and has therefore
elected to commence the Chapter 11 process immediately.  All hotel
and casino operations will continue to operate as usual during the
Chapter 11 process, including with respect to employees, customers
and vendors.

The Company stated, "We regret that we have been unable to reach
an acceptable settlement with our new bondholder.  We are
confident that an orderly and transparent Chapter 11 process will
provide the Company with the opportunity to properly restructure
its balance sheet and emerge as a stronger business, while also
continuing to operate with no disruption to our customers,
employees and vendors.  Absent the significant debt payments we're
currently obligated to pay, Hooters Casino Hotel is a profitable,
successful business and we look forward to completing this process
to return our entire focus to running our business and serving our
guests."

The Company also stated: "This action in no way affects the
operation of the more than 430 Hooters Restaurants in 44 states
and 27 countries which are owned or franchised by Atlanta based
Hooters of America, LLC."

The filing is planned in order to protect the Hotel Casino's
assets and ongoing hotel services to its guests.  Chapter 11 of
the U.S. Bankruptcy Code allows a company to continue operating
its business and managing its assets in the ordinary course of
business.  The U.S. Congress enacted Chapter 11 to encourage and
enable a debtor business to continue to operate as a going
concern, to preserve jobs and to maximize the recovery for all
stakeholders.

                  About Hooters Casino Hotel

The world's first Hooters Casino Hotel --
http://www.hooterscasinohotel.com/-- features 696 rooms and
suites and is conveniently located one block from the Las Vegas
Strip and across Tropicana Blvd. from MGM Grand.  The property
offers a mix of casual dining, entertainment and nightlife
attractions, including eight restaurants and bars.  The 30,000-
square-foot "Hooters"-themed casino floor offers approximately 590
slot and video poker machines and 20 table games. Hooters Casino
Hotel is owned by 155 East Tropicana, LLC.


5TH AVENUE: Se San Diego Hotel Sells for $49 Million
----------------------------------------------------
Se San Diego Hotel was sold for $49 million in a Section 363
bankruptcy sale.  Prism Hotels & Resorts served as the property's
turnaround operator and court-appointed Chief Restructuring
Officer to the Debtor-in-Possession, 5th Avenue Partners, LLC.
The property was purchased following an extensive marketing
campaign by global commercial real estate firm CB Richard Ellis.

"The sale of the Se San Diego Hotel was particularly complex,
involving an international bank and a non-local servicer - not to
mention the still difficult economic climate facing the southern
California real estate market.  Through our involvement as both
turnaround operator and court-appointed Chief Restructuring
Officer during the bankruptcy sale, Prism Hotels & Resorts helped
bring order and resolution to the courts quickly, maximizing the
hotel's value and ultimately resulting in a successful sale," said
Steve Van, chief executive officer of Prism Hotels & Resorts.

The Chief Restructuring Officer role was handled by PHC Dallas,
LLC, an affiliate of Prism Hotels & Resorts.

The 23-story, 184-room Se San Diego Hotel, located at 1047 Fifth
Avenue in downtown San Diego, includes 31,300 square feet of
adjacent retail space currently under 15-year lease by House of
Blues, as well as the popular Suite & Tender restaurant and Siren
rooftop pool and lounge.

                 About Prism Hotels & Resorts

Dallas-based Prism Hotels & Resorts -- http://www.prismhotels.com/
-- is one of the fastest growing full-service hotel investment,
management and development companies in the United States.  The
company currently manages more than 7,500 rooms for multiple
owners including urban, suburban and resort destinations.  Prism
is approved to manage all major brands as well as has extensive
experience with independent destination hotels.

                    About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owned and
operated the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owned next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, assists the Company in its restructuring effort.
Blitz Lee & Company serves as its accountant.  The Company
estimated assets at $10 million to $50 million and debts at $50
million to $100 million.  The Official Committee of Unsecured
Creditors tapped Baker & McKenzie LLP as counsel.


ALLIED IRISH: At Least EUR250-Mil. in Notes Accepted for Purchase
-----------------------------------------------------------------
Allied Irish Banks, p.l.c., on May 13, 2011, that it was inviting
all holders of its 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 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 as further described in the Tender and
Consent Memorandum.

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

                                            Aggregate Nominal
                                         Amount of Notes Accepted
Description of Notes                         for Purchase
--------------------                    ------------------------
EUR400,000,000 Subordinated Callable
Step-Up Floating Rate Notes due 2015         EUR47,936,000

GBP700,000,000 Callable Dated Subordinated
Fixed to Floating Rate Notes due July 2023   GBP35,350,000

EUR419,070,000 10.75 per cent. Subordinated
Notes due 2017                              EUR208,705,000

Payment of the Purchase Price in respect of Notes validly tendered
in the relevant Offer and accepted for purchase is expected to be
made on July 25, 2011.

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

                       http://is.gd/TrruDA

                  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 Dec. 31, 2010, showed
EUR145.2 billion in total assets, EUR140.9 billion in total
liabilities, and stockholders' equity of EUR4.3 billion.


ALLSCRIPTS HEALTHCARE: S&P Raises Corp. Credit Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Chicago-based Allscripts Healthcare Solutions Inc. to
'BB+' from 'BB'. The outlook is stable.

"At the same time, we raised the issue-level rating on the
company's first-lien credit facility to 'BBB' from 'BBB-', in
conjunction with the corporate credit rating change. The recovery
rating on the first-lien facility remains unchanged at '1',
indicating our expectation of very high (90%-100%) recovery
for lenders in the event of a payment default," S&P related.

"The upgrade reflects our improved view of Allscripts' financial
risk profile from significant to intermediate, characterized by
the ongoing debt reductions and lower leverage," said Standard &
Poor's credit analyst Andrew Chang, "as well as our expectation
that the financial policy will remain consistent with current
levels."


ALROSE KING DAVID: Allegria Hotel Owner Sent to Chapter 11
----------------------------------------------------------
Alrose King David LLC filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361).

Adam Pincus at The Real Deal Online reports that Midtown-based
Alrose Group placed the real estate underlying the high-end
Allegria Hotel & Spa in Long Beach, Long Island, under Chapter 11
in Brooklyn.

According to the report, the Alrose Group's special entity Alrose
King David, which owns the 143-room, beachfront hotel property at
80 West Broadway in Long Beach, had between $10 million and $50
million in both debts and assets.

The Real Deal notes that he hotel is not in bankruptcy and is
operating normally, Allen Rosenberg, president of Alrose Group,
said.  The bankruptcy filing "is against the real estate entity
that owns the hotel; it has nothing to do with the hotel
operations," Mr. Rosenberg said.

Yet Mr. Rosenberg is under pressure from a number of lenders,
including Capital One which was offering last month to sell the
$4.9 million note secured by Alrose Group's commercial condominium
at the Indigo Condominium at 125 West 21st Street, between Sixth
and Seventh avenues, according to the report.

Mr. Rosenberg, the report relates, said he was current on loan
payments at Allegria and was not in default.  However several
sources speaking on background disputed that.  Mr. Rosenberg
declined to say why he filed for bankruptcy protection.

Bankruptcy records show 51 creditors, including Brooklyn Federal
Savings and dozens of contractors, from Boro Plaster in Mineola to
Trinity Interiors in Matawan, N.J listed in court records.

The report notes a $30 million note held by Brooklyn Federal
savings and secured by the hotel property is in default.


AMBAC FINANCIAL: Committee Taps Whyte Hirschboeck as Wisc. Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks authority from
the U.S. Bankruptcy Court for the Southern District of New York to
retain Whyte Hirschboeck Dudeck S.C. to serve as its special
counsel in the Circuit Court for Dane County, in Wisconsin, nunc
pro tunc to July 15, 2011.

As the Creditor Committee's special counsel, Whyte Hirschboeck
will:

  (i) appear on the Creditors Committee's behalf in Ambac
      Assurance Corporation's rehabilitation proceedings before
      the Wisconsin Court;

(ii) draft and file legal documents;

(iii) provide advice to the Creditors Committee;

(iv) research and analyze issues involving Wisconsin law; and

  (v) perform other tasks as requested by the Creditors
      Committee.

Whyte Hirschboeck's professionals will be paid according to the
firm's current customary hourly rates:

       Title                      Rate per Hour
       -----                      -------------
       Shareholders and counsel    $325 to $550
       Associates                  $220 to $325
       Paraprofessionals           $130 to $195

Thomas M. Pyper, Esq., a shareholder at Whyte Hirschboeck Dudek
S.C., in Madison, Wisconsin -- tpyper@whdlaw.com -- disclosed that
his firm represented or represents certain parties in matters
unrelated to the Debtor, a schedule of which parties is available
for free at:

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

Mr. Pyper further disclosed that Whyte Hirschboeck represented BAC
Home Loans Servicing, LP f/k/a Countrywide Home Loans Servicing
LP; Countrywide Home Loans Inc. and Bank of America with respect
to the Wisconsin Proceedings.  Whyte Hirschboeck's representation
on those matters, he noted, was limited to: (i) providing analysis
and advice regarding the procedural and substantive law governing
the Wisconsin Proceedings; (ii) filing a pleading on behalf of
BACHLS and CHL joining objections made by two other parties to
AAC's Rehabilitation Plan; and (iii) attending and monitoring the
hearing on the Rehabilitation Plan but not actively participating
at the hearing.  Whyte Hirschboeck is not participating in any of
the appeals arising out of the Rehabilitation Plan or the
Wisconsin Proceedings, nor is the firm currently providing any
services to the mentioned parties in connection with the Wisconsin
Proceedings, he clarified.

Notwithstanding those disclosures, Whyte Hirschboeck is a
"disinterested person," as that term is defined under Section
101(14) of the Bankruptcy Code, Mr. Pyper maintained.

                       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).


AMERICAN REMANUFACTURERS: Judge Slams Trustee for 'Baseless' Suits
------------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that a chapter 7 trustee
tasked with recovering assets for American Remanufacturing Inc.
was slammed by U.S. Bankruptcy Judge Peter J. Walsh Thursday for
pursuing "baseless" clawback cases seeking more than $10 million
from Autozone Inc.

Law360 relates that Judge Walsh threw out the second of two
"unreasonable" adversary suits -- having chucked the first in June
-- and ordered trustee Montague S. Claybrook and one of his
lawyers, Alan L. Frank, to pay the Memphis, Tenn.-based auto parts
retailer more than $35,000.

                  About American Remanufacturers

Headquartered in Anaheim, California, American Remanufacturers,
Inc., and its affiliates are privately held companies that produce
remanufactured automotive components that include "half shaft"
axles, brake calipers, and steering components.  The Debtors are
the second largest full-line manufacturer of undercar automotive
parts in the United States.

American Remanufacturers with its nine affiliates filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 05-20022) on
Nov. 7, 2005, estimating assets between $10 million to $50 million
and debts at more than $100 million.

Attorneys at Young Conaway Stargatt & Taylor LLP and Paul, Weiss,
Rifkind, Wharton & Garrison LLP represented the Debtors.  The
Court converted the Debtors' chapter 11 cases to a chapter 7
liquidation proceeding on Nov. 18, 2005.  Montague S. Claybrook is
the chapter 7 Trustee for the Debtors' estates.


AMERICAN REPROGRAPHICS: S&P Lowers Corp. Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered all ratings, including
the corporate credit rating, on Walnut Creek, Calif.-based
reprographics and printing company American Reprographics Company
(ARC) to 'B+' from 'BB-', as well as those of its subsidiary
American Reprographics Co. LLC. The rating outlook is stable.

"In addition, we are lowering the ratings on the company's 10.5%
unsecured notes to 'B+', from 'BB-'. The recovery rating on these
notes remains at '4', indicating our expectation of average (30%
to 50%) recovery for noteholders in the event of a payment
default," S&P related.

"The 'B+' rating reflects our expectation that ARC's revenue and
cash flow will remain highly cyclical and will not recover in the
near term," said Standard & Poor's credit analyst Tulip Lim.

ARC has a leading market position in the fragmented reprography
market and has significant cost advantages from its nationwide
presence. "However, we consider its business profile to be weak
because its end markets are highly concentrated (around 75% of net
sales are derived from printing for the architectural,
engineering, and construction segments) and the company has a
high geographic concentration in California. In addition, ARC's
operating performance is linked to the U.S. construction market,
particularly that of nonresidential construction (approximately
70% of ARC's total revenue is from nonresidential projects), and
there is little visibility regarding the timeframe for a recovery
in this sector," S&P said.

"Our latest economic forecast projects nonresidential construction
to decline 1% in 2011, and to continue to decline another 3% in
2012 (see 'U.S. Economic Forecast: It's Not Over Yet,' published
July 18, 2011, on RatingsDirect). Based on ARC's concentration of
business in California, we expect the company's revenue could
decline at a low- to mid-single-digit percent rate in 2011 and
2012, and EBITDA will decline somewhat faster because the company
has some fixed costs," S&P related.

In the first quarter, ARC's revenue declined 5% while EBITDA
declined 29% year over year. "We believe the company will continue
to experience soft activity levels. Adjusted leverage was roughly
4.1x for the 12 months ended March 31, 2011. The company's
unadjusted interest coverage was roughly 2.6x at March 31, 2011.
We believe leverage could continue to rise because of further
declines in EBITDA, but that it will remain in line with the
indicative adjusted debt-to-EBITDA ratio range of 4x to 5x for an
aggressive financial risk profile category under our criteria. The
company generated moderate positive discretionary cash flow for
the 12 months ended March 31, 2011, converting 54.3% of EBITDA to
discretionary cash flow, but discretionary cash flow for the
period declined 52% from the same period last year. Although we
believe that ARC's discretionary cash flow could continue to
contract, we expect ARC will continue to generate positive
discretionary cash flow over the near term," S&P sai9d.

The outlook is stable. "Despite our expectation that the company's
operating performance will remain soft over the near-term, we
believe it will continue to generate moderate positive
discretionary cash flow, continue to have adequate liquidity, and
maintain coverage above 2x. We could review the rating for another
downgrade if the company's discretionary cash flow meaningfully
contracts, if the company does not generate moderate positive
discretionary cash flow in the next three quarters of 2011, or if
coverage falls below 2x. In addition, we could review the rating
if the company's margin of compliance falls below 7% and it has
outstanding borrowings under its revolving credit facility, but
its cash balance does not more than cover this balance and the
company's near-term liquidity needs. Although unlikely over the
next year, we could consider raising the rating if it becomes
clear that the commercial construction sector has bottomed, the
company's operating performance improves, leverage does not
materially increase, and the company establishes at least a 15%
cushion of compliance with its financial covenants," S&P added.


AMERIGAS PARTNERS: Fitch Expects to Rate $450MM Notes at 'BB+'
--------------------------------------------------------------
Fitch Ratings expects to assign a 'BB+' rating to AmeriGas
Partners, L.P. (APU: IDR 'BB+'; Outlook Positive) $450 million
senior note offering due 2019. The notes will be co-issued by
AmeriGas Finance Corp. The debt will rank pari passu with other
senior unsecured debt issued by the co-issuers. Proceeds from the
offering will be used to finance APU's tender offer for $350
million of its outstanding 7.125% senior notes due 2016 and to
reduce borrowing on its credit facility.

AmeriGas Propane, Inc. an indirect subsidiary of UGI Corp. (NYSE:
UGI; not rated by Fitch) owns an effective 44% interest in APU as
the general partner and a limited partner. APU is a master limited
partnership that conducts a national propane distribution business
through its operating partnership subsidiary, AmeriGas Propane, LP
(AGP), and AGP's subsidiaries. The APU debt is co-issued with
either of its special purpose financing subsidiaries AP Eagle
Finance Corp. and AmeriGas Finance Corp.

Fitch currently rates APU and its financing subsidiaries:

AmeriGas Partners, L.P./AmeriGas Finance Corp.

   -- Issuer Default Rating (IDR) 'BB+';

   -- Senior unsecured notes 'BB+'.

AmeriGas Partners, L.P./AP Eagle Finance Corp.

   -- IDR 'BB+';

   -- Senior unsecured notes 'BB+'.

The ratings reflect the significant retail propane distribution
network, broad geographic reach, and proven ability to manage unit
margins under various operating conditions. The company's growing
AmeriGas Cylinder Exchange (ACE) propane cylinder exchange
business provides modest positive cash flow during the summer
months when the traditional space heating related propane
distribution business is relatively slow.

APU's ratings also consider the structural subordination of its
debt obligations to bank facility borrowings at AGP, its operating
limited partnership subsidiary.

Ratings concerns include the increase in APU's Debt to EBITDA
leverage, which rose to 3.4 times (x) as of March 31, 2011, up
from 2.7x as of March 31, 2010. Debt increased by $138 million
over that period while EBITDA decreased by $29 million.
Unfavorable weather and conservation have negatively affected
EBITDA in recent quarters. Fitch expects leverage to decline to
approximately 3.2x by the end of fiscal year 2011 (Sept 30).
Further reduction in leverage should occur in fiscal 2012 with
more normalized weather.

The company's financial performance remains sensitive to weather
conditions and general customer conservation. The recessionary
economy has been exacerbating volume sales declines. These factors
have the potential to lead to further customer conservation and
increased bad debt expense at APU.

APU's retail volumes were down 2.2% in the last twelve months
ending June 30, 2011. In the most recent quarter, retail volumes
increased 3.3% from the prior year period.

As of March 31, 2011, APG's liquidity was $80 million which
included $35 million of cash and $45 million available on two
revolving credit facilities that were set to expire in 2011. A new
$325 million bank facility was put in place in June 2011 to
replace $275 million of replaced facilities. The new facility
extends through 2015. APU does not have significant debt
maturities until 2015 when $415 million of notes are due.

The new bank facility has financial covenants which include a
consolidated MLP (AmeriGas Partners, L.P.) total leverage (debt to
EBITDA) ratio which cannot exceed 5.0x. The consolidated borrower
(AmeriGas Propane, L.P.) leverage ratio cannot exceed 2.75x.
Interest coverage defined as the consolidated EBITDA of the MLP
and its subsidiaries to the interest expense of the MLP and its
subsidiaries must exceed 2.75x.

APU's Positive Outlook is reflective of underlying strength of the
company's retail distribution network, broad geographic scope,
conservative management practices, Fitch's expectations for
improvements in margins and deleveraging by the end of fiscal year
2011 as well as fiscal year 2012. On the other hand, if leverage
remains above 3.0x on a weather normalized basis, the Rating
Outlook would likely be revised to Stable.


AMN HEALTHCARE: S&P Keeps B+ Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Rating Services revised its recovery rating on
San Diego, Calif.-based health care staffing provider AMN
Healthcare Inc.'s $40 million second-lien senior secured term loan
due 2016 to '3' from '4'. "We now expect lenders to have
meaningful (50% to 70%) recovery of principal and interest in the
event of a payment default. The recovery prospects for second-lien
lenders improved because of the aggressive amortization of the
first-lien debt, in spite of the company increasing its first-lien
revolver to $50 million from $40 million. Another factor we
considered in revising the recovery rating was the postponement of
our simulated default year to 2014 from 2013," S&P related.

The rating on AMN Healthcare Inc. -- a subsidiary of AMN
Healthcare Services Inc. -- reflects a weak business risk profile,
which its operating concentration in the very competitive and
cyclical health care staffing industry demonstrates. Moreover, the
addition of $118 million of debt to fund the Nursefinders
acquisition at the end of 2010, weakened the company's financial
risk profile, which Standard & Poor's characterizes as aggressive.
As of March 31, 2011, annualized adjusted debt leverage was 4.5x,
but could decline to around 4.0x by the end of 2011, if the
company achieves at least 5% pro forma revenue growth and margins
remain stable.

Ratings List

AMN Healthcare Inc.
Corporate Credit Rating          B+/Stable/--

Recovery Rating Revised
                                  To              From
$40 mil. second-lien term loan   B+              B+
   Recovery rating                3               4


APPLETON PAPERS: Marsuw and WinCup Chiefs Named to Board
--------------------------------------------------------
Appleton Papers Inc. announced that Mark A. Suwyn and George W.
Wurtz have been elected to its board of directors.

Mr. Suwyn, 69, is president of Marsuw, a private investment and
consulting company.  Mr. Suwyn retired as chairman of NewPage, the
largest coated paper producer in North America, in June 2010.  He
previously served as chairman and chief executive officer of
NewPage for five years.  Mr. Suwyn also served for nine years as
chairman and chief executive officer of Louisiana-Pacific
Corporation.  Prior to that, Mr. Suwyn held executive management
positions with International Paper Company and spent 25 years with
E.I. Du Pont where he directed marketing, acquisition and joint
venture efforts.  Mr. Suwyn earned a doctorate in inorganic
chemistry from Washington State University and bachelor's degree
in chemistry from Hope College, Holland, Mich.

Mr. Wurtz, 55, is president and chief executive officer of New
WinCup Holdings, Stone Mountain, Ga., a privately-held
manufacturer and distributor of single-use cups, food service
containers, lids and straws.  Mr. Wurtz retired as an officer of
Georgia-Pacific Corporation in 2006 after serving in several
executive management positions including president of paper,
bleached board and kraft operations.  Prior to joining Georgia-
Pacific, Mr. Wurtz worked for James River Corporation/Fort James
for 14 years and held executive management positions in
operations, logistics, procurement and manufacturing planning.  He
is a graduate of the State University of New York, Oswego, N.Y.

"Like all our board members, Mark and George bring a diversity of
thought and experience as well as independent perspectives that
are invaluable to the corporate governance process," said Mark
Richards, Appleton's chairman, president and chief executive
officer.  "Both Mark and George have extraordinary knowledge of
the paper industry gained from many years of successful executive
management experience."  Richards said Mr. Wurtz is an operations
expert with keen insights into continuous improvement processes
and achieving operational excellence.  Mr. Suwyn has served as the
chief executive officer of two large forest products companies,
and his quarter century of work in the chemical industry will be
especially valuable to Appleton as the company supports the strong
growth of its Encapsys microencapsulation division, Richards
noted.

Both Mr. Suwyn and Mr. Wurtz will be paid on a full retainer basis
of $55,000 per year, and both will receive deferred compensation
of $35,000 per year awarded in units which track Paperweight
Development Corp. common stock.  This compensation is consistent
with the standard compensation arrangements of the other members
of the Boards of Directors of Paperweight Development Corp. and
Appleton Papers Inc.  Mr. Suwyn has also been elected as a member
of Appleton Papers Inc.'s Compensation Committee.  Mr. Wurtz has
also been elected as a member of Paperweight Development Corp.'s
Audit Committee.  Both committee appointments are effective
July 22, 2011.

Messrs. Suwyn and Wurtz join Steve Carter, retired executive vice
president, chief financial officer and treasurer of Woodward,
Inc.; Terry Murphy, retired executive vice president and chief
financial officer of A.O. Smith Corporation; Andrew Reardon,
retired chairman and chief executive officer of TTX Company, Kathi
Seifert, retired executive vice president of Kimberly-Clark
Corporation, as independent directors.  Richards serves as
chairman of Appleton's board of directors.

Moreover, Ronald A. Pace, a member of the Board has resigned
effective July 22, 2011.

                       About Appleton Papers

Appleton Papers Inc. is a 100%-owned subsidiary of Paperweight
Development Corp.  Appleton Papers Inc. --
http://www.appletonideas.com/-- headquartered in Appleton,
Wisconsin, produces carbonless, thermal, security and performance
packaging products.  Appleton has manufacturing operations in
Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs
approximately 2,200 people and is 100% employee-owned.

The Company's balance sheet at April 3, 2011, showed $674.53
million in total assets, $816.03 million in total liabilities,
$108.62 million in redeemable common stock, $157.54 million in
accumulated deficit and $92.58 million accumulated and other
comprehensive loss.

*     *     *

Appleton Papers carries a 'B' corporate credit rating from
Standard & Poor's.


ATCONTACT COMMS: Colorado Court Interprets Sec. 365(d)(3)
---------------------------------------------------------
Judge Elizabeth E. Brown conditioned the extension of AtContact
Communications, LLC's 120-day period to assume or reject non-
residential real property leases prescribed by 11 U.S.C. Sec.
365(d)(4)(A) on the Debtor's timely performance of all obligations
under its leases, until the time as it has assumed or rejected, as
required by Sec. 365(d)(3).

Judge Brown gave AtContact an additional 90 days, through and
including Oct. 31, 2011, to make lease decisions.  In her Order,
Judge Brown noted that she has some questions about the
sufficiency of the allegations in the Debtor's motion of 'cause'
for the extension, as required by Sec. 365(d)(4)(B).  No landlord
had objected to the requested extension.  Landlord Echo Properties
Corp. has consented to receive partial payments during this time
frame.

Judge Brown said Sec. 365(d)(3) imposes a mandatory requirement
that a debtor fully perform its obligations after the first 60
days of the case.  She said it might be reasonable to assume that
Congress intended this provision only to benefit lessors and,
therefore, a particular lessor may waive this requirement.  But
Congress knew how to insert the language "upon prior written
consent of the lessor" or "unless the lessor consents or the Court
orders otherwise."  It used this type of qualified language in
Sec. 365(d)(4)(B)(ii).  It did not do so in Sec. 365(d)(3).

"Perhaps Congress' intention was to prevent a debtor-in-possession
or trustee from running up significant unpaid administrative
expense claims," Judge Brown said.  "In any event, the lessor is
free to waive rent or to agree to add it to the end of the lease
or to otherwise change the contractual terms of the lease with the
Debtor's consent, but whatever those contractual requirements are,
Sec. 365(d)(3) will not allow this Court to waive its mandatory
requirement of full performance after the first sixty days and to
allow the Debtor to incur these unpaid administrative expenses."

Judge Brown said the Debtor may ask the Court to reconsider the
requirement of full performance by filing a motion with case
authority supporting the ability to waive the requirements of Sec.
365(d)(3).

A copy of Judge Brown's July 29 Order is available at
http://is.gd/rgkNAefrom Leagle.com.

Based in Sedalia, Colorado, AtContact Communications, LLC,
dba @contact and Contactmeo, filed for Chapter 11 bankruptcy
(Bankr. D. Colo. Case No. 11-17175) on April 1, 2011.  Lee M.
Kutner, Esq. -- lmk@kutnerlaw.com -- at Kutner Miller Brinen,
P.C., presides over the case.  The Debtor did not indicate its
assets in its petition, but estimated debts as under $10 million.
The petition was signed by David M. Drucker, its manager.


AVION POINT: Taps Wolff Hill as Bankruptcy Counsel
--------------------------------------------------
Avion Point West LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Frank M. Wolff
and Wolff, Hill, McFarlin & Herron, P.A. as counsels.

FMW and WHM&H will, among other things:

   a. advise and counsel the debtor-in-possession concerning the
   operation of its business in compliance with Chapter 11 and
   orders of the Court;

   b. defend any causes of action on behalf of the debtor-in-
   possession; and

   c. assist in the formulation of a plan of reorganization and
   preparation of a disclosure statement.

Frank M. Wolff, a shareholder, officer, director and employee of
WHM&H, tells the Court that the firm received $1,017 for legal
services provided prior to the petition date; and $17,036 as a
retainer which WHM&H will take into income for post bankruptcy
fees and costs.  The source of the retainer is James P.A.
Thompson, 100% owner and managing member of the Debtor.

To the best of the Debtor's knowledge, FMW and WHM&H are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Avion Point West

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

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


BANNING LEWIS: Colorado Springs Renews Plea for Colorado Transfer
-----------------------------------------------------------------
Colorado Springs, a Colorado Municipal Corporation and Home Rule
City, on behalf of itself and its enterprise Colorado Springs
Utilities files with the U.S. Bankruptcy Court for the District of
Delaware a renewed motion to transfer venue of the Chapter 11
cases of The Banning Lewis Ranch Co., et al.

The Court previously ruled that it would consider a renewed venue
motion "if it turns out that, as part of the sale process, the
Debtor proposes over the objection of the City... to disturb any
of the and use requirements or restrictions or any of the
obligations under the recorded agreements..."

Colorado Springs relates that the interest of justice require that
these case be transferred to Colorado so that issues of local
concern can be decided by Colorado courts.

Colorado Springs notes that Ultra Resources, Inc. the winning
bidder for the assets of the Debtor Ultra has now mounted a
frontal assault on all land use regulations governing the real
property known as Banning Lewis ranch, while with the apparent
acquiescence of the Debtors.

In addition, Ultra's arguments require resolution of questions of
Colorado law related to land use and a local government's policy
and regulatory powers.

According to Colorado Springs, the Court must transfer the venue
to the District of Colorado because:

   -- the planned orderly development of Banning Lewis Ranch,
   which is essential to the future of Colorado Springs, has been
   put into question by Ultra;

   -- Ultra's arguments that the Bankruptcy Court must wipe out
   local land use regulation in the Banning Lewis Ranch depend
   upon resolution of important and complex issues of Colorado law
   that include critical public policy concerns;

   -- the relief requested by ltra would adversely impact all
   other annexors withing Banning Lewis Ranch, well as
   surroundings communities;

   -- the issues raised by Untra will affect Colorado Srings, El
   Paso County, surrounding communities, and the metropolitan
   districts for Banning Lewis Ranch, which are quasi-governmental
   entities.

Colorado Springs is represented by:

         William A. Hazeltime, Esq.
         SULLIVAN HAZELTINE ALLINZON, LLC
         901 North Market Street, Suite 1300
         Wilmington, DE 19801
         Tel: (302) 428-8191
         Fax: (302) 428-8195
         E-mail: whazeltime@sja-llc.com

         Peter A. Cal, Esq.
         Mark L. Fulford, Esq.
         SHERMAN & HOWARD L.L.C.
         633 17 Street, Suite 3000
         Denver, CO 80202
         Tel: (303) 297-2900
         Fax: (303) 298-0940
         E-mail: pcal@shermanhoward.com
                 mfulford@shermanhoward.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.


BION ENVIRONMENTAL: CEO Agrees to Extend Term Until 2014
--------------------------------------------------------
Dominic Bassani, Bion Environmental Technologies, Inc.'s CEO,
agreed to extend his service to the Company for three years
through Dec. 31, 2014, through an extension or amendment of the
existing agreement with Bright Capital, Ltd., pursuant to which
Mr. Bassani currently serves the Company.  The written extension
agreement is in the process of being drafted or finalized and will
be filed when completed and executed.

Effective July 18, 2011, Mark A. Smith, the Company's Chairman,
President and General Counsel, agreed to extend his service to the
Company for an additional year through Dec. 31, 2012, through an
extension or amendment of his existing agreement.  The written
agreement is in the process of being drafted or finalized and will
be filed when completed and executed.

                      About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.

As reported in the Troubled Company Reporter on September 27,
2010, GHP Horwath, P.C., in Denver, Colo., expressed substantial
doubt about Bion Environmental 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 the
Company has not generated revenue and has suffered recurring
losses from operations.

The Company's balance sheet at March 31, 2011, showed
$9.58 million in total assets, $8.72 million in total liabilities,
$2.52 million in Series B Redeemable Convertible Preferred stock,
and a $1.65 million total deficit.


BION ENVIRONMENTAL: Unveils Technology to Protect Chesapeake Bay
----------------------------------------------------------------
Joined by local and state officials at Kreider Farms, Bion
Environmental Technologies Inc. unveiled new technology that
protects local streams and the Chesapeake Bay, saves taxpayer
money, and creates a source of renewable energy.  Featured
speakers included Pennsylvania Secretary of Agriculture George
Greig, Pennsylvania Department of Environmental Protection
Executive Deputy Secretary John Hines and Pennsylvania
Infrastructure Investment Authority Executive Director Dr. Paul
Marchetti.

Forgoing the traditional approach of treatment at municipal
wastewater and stormwater facilities, Bion's new advanced micro-
aerobic digestion technology provides on-site nutrient treatment
at a livestock farm before they ever have an opportunity to flow
into local streams and watersheds.  The result is a dramatic
reduction in nitrogen and phosphorus from animal waste that
otherwise would enter the Chesapeake Bay.  When Bion's projects at
Kreider Farms are fully implemented the technology will create
enough biomass to power approximately 2,700 homes.

"Bion's groundbreaking technology has far-reaching implications
beyond the Chesapeake Bay," said company CEO Dominic Bassani.
"Not only does it help protect our local aquifers and rivers, as
well as produce a source of renewable energy, but reduced cleanup
costs mean an incredible savings for taxpayers.  Bion's technology
addresses challenges that threaten our global water supply by
addressing nutrient runoff at the local level."

Bion's recently completed $7.5-million installation at Kreider
Dairy Farms, a 1,200 dairy-cow operation, was funded by PENNVEST,
and DEP will verify nutrient reductions.  Offsets can be used by
municipal wastewater and regional stormwater facilities as
qualified reductions for the federal Environmental Protection
Agency's Chesapeake Bay initiative.  The credits could also be
made available for use by municipalities in other states in the
Chesapeake Bay watershed area.

The Bion performance data released is based upon independent
laboratory analysis.  The analysis found the technology is already
removing 85 percent of the nitrogen targets with 100 percent of
the phosphorous captured for Bion's approved nutrient-reduction
plan filed with DEP.  The installation will be fully operational
by Oct. 1.  For more data, please see www.biontech.com.

"Remediation for nutrients has long been unaffordable by livestock
operators," said Bion Executive Vice Chair Ed Schafer, former
governor of North Dakota and secretary of the U.S. Department of
Agriculture.  "The verified nutrient reductions in the watershed
made possible by the Bion technology enable on-farm installations
to provide an affordable solution to the Chesapeake Bay nutrient-
reduction mandates committed to by Pennsylvania in its Watershed
Improvement Program."

                      About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.

As reported in the Troubled Company Reporter on September 27,
2010, GHP Horwath, P.C., in Denver, Colo., expressed substantial
doubt about Bion Environmental 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 the
Company has not generated revenue and has suffered recurring
losses from operations.

The Company's balance sheet at March 31, 2011, showed
$9.58 million in total assets, $8.72 million in total liabilities,
$2.52 million in Series B Redeemable Convertible Preferred stock,
and a $1.65 million total deficit.


BLUEGREEN CORP: Six Directors Elected at Annual Meeting
-------------------------------------------------------
The 2011 Annual Meeting of Shareholders of Bluegreen Corporation
was held on July 27, 2011.  The six director candidates, each of
whom was nominated by the Company's Board of Directors for
election at the Annual Meeting to serve for a term expiring at the
Company's 2012 Annual Meeting of Shareholders, were elected:

   (1) Alan B. Levan
   (2) John E. Abdo
   (3) James R. Allmand, III
   (4) Lawrence A. Cirillo
   (5) Mark A. Nerenhausen
   (6) Orlando Sharpe

The amendment of the Company's 2006 Performance-Based Annual
Incentive Plan was approved.  The appointment of Ernst & Young LLP
as the Company's independent registered public accounting firm for
fiscal year 2011 was ratified.

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.

The Company reported a net loss of $35.87 million on $365.67
million of revenue for the year ended Dec. 31, 2010, compared with
net income of $3.90 million on $367.36 million of revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.21 billion in total assets, $892.12 million in total
liabilities, and $320.03 million in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.


BORDERS GROUP: Seeks to Sell Intellectual Property Assets
---------------------------------------------------------
Borders Group, Inc., and its debtor affiliates seek permission
from Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to sell substantially all of their
intellectual property assets, free and clear of all interests, to
the highest bidder.

To this end, the Debtors ask the Court to approve uniform
procedures to govern the bidding, auction and sale of the IP
Assets.

Upon the conclusion of the ongoing going-out-of-business sales at
399 of their store locations, the Debtors will no longer have any
continuing retail operations.  The GOB sales were commenced by a
liquidator group led by Hilco Merchant Resources, LLC and Gordon
Brothers Retail Partners, LLC, on July 22, 2011, and are expected
to end no later than Nov. 13, 2011.

Accordingly, the Debtors, with the assistance of their advisors,
have determined to conduct a separate sale of their IP Assets,
which include:

  * All trademarks, service marks, trade names, service names,
    brand names, all trade dress rights, logos, internet domain
    names and corporate names and general intangibles of a like
    nature, together with the goodwill associated with any of
    those assets, and all applications, registrations and
    renewals, including, without limitation, the marks and names
    set forth in a purchase agreement to be executed by the
    winning bidder;

  * To the extent maintained by the Debtors and subject to
    compliance with the Debtors' published privacy policy,
    membership lists, customer information, including contact
    information and e-mail addresses and other purchasing
    history and related information;

  * IP addresses allocated to the Debtors, including
    www.borders.com;

  * Any claims or causes of action arising out of or related to
    any infringement, dilution, misappropriation or other
    violation of any IP assets; and

  * Any property necessary for the transfer to or the operation
    by a buyer of any of the IP assets, subject to the Debtors'
    rights to continued use, if necessary.

The Debtors' Web site and other IP Assets are valuable assets and
should garner significant interest from potential bidders, David
M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in
New York, asserts.  He tells the Court that the Debtors have
received multiple inquiries from interested parties.

Contemporaneously, the Debtors have filed an application to the
Court to employ Streambank, LLC, as their agent to assist in the
marketing and sale of the IP Assets.  The Debtors, with the
assistance of Streambank, hope to consummate a sale or sales of
the IP Assets on or before Sept. 30, 2011.

The Debtors will sell the IP Assets at an auction in whole to a
single bidder or in part to multiple bidders, with each winning
bidder for the relevant IP Assets executing a purchase agreement,
a full-text copy of which is available for free at:

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

The deadline for submission of a final and binding written
proposal for the IP Assets is on Sept. 8, 2011.

Based on the Bids received, the Debtors, in consultation with the
Official Committee of Unsecured Creditors, may designate one or
more Qualified Bidders a "stalking horse" setting a floor for
subsequent Bids.

In the event a Qualified Bidder is designated as a Stalking Horse
Bidder and is not the ultimate Winning Bidder, the Debtors seek
permission to reimburse the Stalking Horse Bidder its reasonable,
documented out-of-pocket expenses incurred in connection with the
promulgation of its Qualified Bid, subject to a $250,000 cap,
upon consent of the Creditors Committee or, if the consent is not
obtained, further order of the Court.

If, after the examination of all Qualified Bids and after
consultation with the Creditors Committee, the Debtors determine
that an auction is appropriate, they will conduct an auction on
Sept. 14, 2011.

If, at any time prior to or on Sept. 30, the Winning Bidder
cannot consummate the Winning Bid, the Debtors, in consultation
with the Creditors Committee, may choose to close with the back-
up bidder by accepting the Back-Up Bid for the relevant IP
Assets.

A full-text copy of the proposed Bidding Procedures is available
for free at http://bankrupt.com/misc/Borders_IPAssetsBidProcs.pdf

In connection with the IP Assets Sale, the Debtors seek the
Court's permission to assume and assign certain agreements to the
winning bidder.

The Debtors acknowledge that any assumption and assignment of an
IP Agreement will be subject to all of the provisions of the IP
Agreement to the extent required by applicable law, and will be
subject to all applicable provisions of the Bankruptcy Code.

The Debtors further ask the Court to direct the U.S. Trustee for
Region 2 to appoint a consumer privacy ombudsman, pursuant to
Sections 332(a) and (b) of the Bankruptcy Code, to appear and be
heard at the Sale Hearing.  The Debtors believe that the
appointment of a consumer privacy ombudsman may be required by
their privacy policy in a sale of the IP Assets because the IP
Assets, which contain personally identifiable information in the
form of customer lists, are being sold outside of a going concern
sale.

The Debtors believe that the only party with an interest in the
IP Assets or their proceeds is the liquidator group as agent
pursuant to an Agency Agreement and the July 21 Order Approving
the Agency Agreement.  To the extent required, the Debtors expect
to obtain the Agent's consent to the Sales prior to the Sale
Hearing.

            IP Assets Sale Deadlines and Hearings

The Court will convene a hearing on Aug. 10, 2011, to consider
the Bidding Procedures for the IP Assets Sale.  Objections, if
any, to the IP Assets Bidding Procedures are due no later than
Aug. 3.  Moreover, counterparties to the contracts have until
Sept. 6 to object to the proposed assumption and assignment under
the sale.  Counterparties also have until Sept. 6 to object to
the proposed cure amounts.

The Court will conduct a hearing to approve the sale of the IP
Assets to the winning bidder on Sept. 20.  Parties have until
Sept. 16 to object to the sale, and adequate assurance of future
performance.

                  Sale of Real Property Leases

Also on the conclusion of the GOB Sales, the Debtors will no
longer operate at their store locations and thus, must either
reject, or assume and assign, their real property leases.

The Debtors thus seek the Court's permission to sell about 400
unexpired non-residential real property leases, free and clear of
all interests, to the highest and best bidder.

A list of the Unexpired Leases is available for free at:

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

The Debtors ask the Court to approve uniform procedures to govern
the bidding, auction and sales of the Real Property Leases.

Pursuant to the Bidding Procedures, the Debtors will solicit bids
through two rounds.  The first round will be comprised of bidding
on Leases where either the Debtors' time to assume or reject
pursuant to Section 365(d)(4) of the Bankruptcy Code is Sept. 30,
2011, or earlier, or where "holiday protections" are triggered on
or prior to Sept. 30, 2011.  The second round will be comprised
of bidding on all other Leases.

The Debtors propose to follow these deadlines in connection with
the Sales of the Leases:

  A. First Round Lease Sales:

     * Bid Deadline:        Aug. 26, 2011
     * Auction:             Aug. 31, 2011
     * Objection Deadline:  Sept. 2, 2011
     * Lease Sale Hearing:  Sept. 8, 2011

  B. Second Round Lease Sales:

     * Bid Deadline:       Sept. 7, 2011
     * Auction:            Sept. 13, 2011
     * Objection Deadline: Sept. 15, 2011
     * Lease Sale Hearing: Sept. 20, 2011

To be a "Qualified Bid," a bid must (i) propose, for each Lease
that is the subject of the bid, consideration equal to or greater
than the sum of (x) the Cure Amount plus (y) $10,000, which sum
will be paid in cash, subject to the rights of Lessor bidders to
'credit bid' Cure Amount portion pursuant to the Bidding
Procedures; (ii) be unconditional, subject only to the
Debtors obtaining any necessary approval or authorization from
the Court; (iii) include a commitment to consummate the Sale
within two business days following the applicable Lease Sale
Hearing; (iv) be received by the applicable Bid Deadline; (v)
agree to waive any right to assert a claim for reimbursement of
any fees or expenses of the bidder as an administrative expense,
or otherwise, including as a substantial contribution; and (vi)
proposes a transaction only for either (a) one or more First
Round Leases, or (b) one or more Second Round Leases.

A full-text copy of the Lease Sales Bidding Procedures is
available for free at:

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

Unless the proposed procedures are approved by the Court, the
Debtors will be forced to continue to carry and perform under
their Leases, to their detriment and their estates, Mr. Friedman
says.

DJM Realty Services, LLC, the Debtors' real estate consultant,
has reviewed, analyzed and marketed the Debtors' portfolio of
leases.  DJM is spearheading the marketing process for the Leases
and has commenced discussions with several interested parties.

The Debtors will serve on or before Aug. 1, 2011, a notice of
assumption and assignment to each Lease's counterparty,
identifying the Leases to be assumed and the proposed cure
amounts.

The Debtors ask the Court to fix Aug. 24, 2011, as the deadline
to object to the proposed cure amounts.

To facilitate the assumption and assignment of the Leases, the
Debtors ask the Court to hold all anti-assignment provisions of
the Leases unenforceable under Section 365(f) of the Bankruptcy
Code to the extent parties do not consent to the assignment of
the Leases.  Notwithstanding any anti-assignment language in a
Lease, the Debtors seek permission to assign and sell the Lease
upon assuming the Lease and providing adequate assurance of
future performance by the Successful Bidder.  Pursuant to Section
365(k), the Debtors and their estates will be relieved from any
liability for any breach of any Lease after such assignment to
and assumption by the Successful Bidder on the applicable date of
the closing.

The Court will consider the Debtors' Bidding Procedures for the
Lease Sales on Aug. 10, 2011.  Objections are due no later than
Aug. 3.

                       About Borders Group

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

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

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

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

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

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

Borders Group is closing 399 stores.  Borders selected proposals
by Hilco and Gordon Brothers to conduct going out of business
sales for all stores after no going concern offers of higher value
were submitted by the deadline.

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


BORDERS GROUP: Proposes Protocol for Objecting to Claims
--------------------------------------------------------
Borders Group Inc. and its affiliates ask the bankruptcy court to
approve uniform procedures for filing claim objections, settling
claims, and amending their Schedules of Assets and Liabilities.

As of July 27, 2011, approximately 3,200 proofs of claim have
been filed against the Debtors, with an approximate face amount
of $1.37 billion, said David F. Head, managing director of
AlixPartners, LLP, the Debtors' restructuring advisors, in an
accompanying declaration.  The Debtors have filed their first to
fourth omnibus objections to claims.

Rule 3007 of the Federal Rules of Bankruptcy Procedure requires
that an objection to a proof of claim be made in writing, and
that the claimant be provided with not less than 30 days' notice
of the hearing to be held with respect of the objection.
However, Rule 3007(c) proscribes joining multiple objections into
an omnibus claim objection, "[u]nless otherwise ordered by the
court or permitted by subdivision (d)."  Rule 3007(d) provides
that objections to more than one claim may be joined in an
omnibus objection if all the claims were filed by the same
entity, or the objections are based solely on the grounds that
the claims should be disallowed, in whole or in part, because:

(1) they duplicate other claims;

(2) they have been filed in the wrong case;

(3) they have been amended by subsequently filed proofs of
    claim;

(4) they were not timely filed;

(5) they have been satisfied or released during the case in
    accordance with the Bankruptcy Code, applicable rules, or a
    court order;

(6) they were presented in a form that does not comply with
    applicable rules, and the objection states that the objector
    is unable to determine the validity of the claim because of
    the noncompliance;

(7) they are interests, rather than claims; or

(8) they assert priority in an amount that exceeds the
    maximum amount under Section 507 of the Bankruptcy Code.

The Debtors anticipate objecting to large numbers of proofs of
claim on bases that are not included in Rule 3007(d), namely:

(1) the amount of the Claim contradicts the Debtors' books and
    records;

(2) the Claim is incorrectly classified;

(3) the Claim seeks recovery of amounts for which the Debtors
    are not liable;

(4) the Proof of Claim does not include sufficient documentation
    to ascertain the validity of the Claim; and

(5) the Claim is objectionable under Section 502(e)(1) of the
    Bankruptcy Code.

The Debtors thus propose to join objections to Proofs of Claim on
the Additional Omnibus Grounds into their omnibus claim
objections.

Moreover, the Debtors seek permission to join up to 200
objections to Proofs of Claim into a single omnibus claim
objection, whether on the grounds enumerated by Bankruptcy Rule
3007(d), or on the Additional Omnibus Grounds.

The Debtors propose that claimants to whose claims they object to
be required to respond, if at all, by the date that is 21 days
after the date the relevant omnibus claim objection has been
filed and served, unless the date falls on a Saturday, Sunday or
federal holiday, in which case the deadline would be on the
preceding business day.  The Debtors also propose to file a reply
to any response on the date that is two business days before the
hearing scheduled on such omnibus claim objection.  In the event
a response is filed, the Debtors may adjourn the hearing on the
omnibus claim objection, or may adjourn the hearing solely with
respect to those responding claimants.

Aside from (i) the Additional Omnibus Grounds, (ii) including up
to 200 claims per objection, and (iii) the Claim Deadlines, the
Debtors assure the Court that all claim objections they would
file would fully comply with Rule 3007 in all respects.

                     Settlement Procedures

In connection with the claims reconciliation process, the Debtors
expect that they will attempt to enter into settlements with
large numbers of the claimants to whose Proofs of Claim they
would otherwise object. The Debtors believe that filing a
separate motion with the Court pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure to approve each and every
settlement would be administratively and cost prohibitive to the
estates.

Accordingly, the Debtors propose these procedures for settling
their objections to Proofs of Claim:

(A) The Debtors will be authorized to settle any and all
     general unsecured claims asserted against them without
     prior approval of the Court or any party-in-interest in
     these cases if (i) the aggregate amount to be allowed for
     an individual claim does not exceed $250,000, and (ii) the
     difference between the Settlement Amount and the amount
     listed on (i) the Proof of Claim, or (ii) the Debtors'
     Schedules does not exceed $250,000.

(B) If the Settlement Amount and Claim Difference are $250,000
     or less, but the claimant with whom the Debtors wish to
     settle is an insider of the Debtors within the meaning of
     Section 101(31) of the Bankruptcy Code, or an affiliate of
     the Debtors within the meaning of Section 101(2) of the
     Bankruptcy Code, the Debtors will submit Settlement
     Documentation.

(C) If the Settlement Amount or Claim Difference falls between
    $250,000.01 and $5,000,000, the Debtors will provide to the
    Official Committee of Unsecured Creditors: (i) the names of
    the parties with whom the Debtors propose to settle; (ii)
    the types of claims asserted by those claimants; (iii) the
    applicable proof of claim numbers; (iv) the amounts for
    which the Debtors propose to settle those claims; and (v)
    copies of any settlement agreement or other supporting
    documents memorializing the proposed settlement.  The
    Creditors Committee may advise the Debtors that it objects
    to the settlement proposed in the Settlement Documentation.
    If the Creditors Committee does not timely advise, or if the
    Debtors receive timely written approval from the Creditors
    Committee of the proposed settlement, the Debtors may
    proceed with the settlement.  If the Creditors Committee
    timely objects, the Debtors may: (i) renegotiate the
    settlement and submit to the Creditors Committee for
    approval revised Settlement Documentation, or (ii) file a
    motion with the Court seeking approval of the proposed
    settlement.

(d) If the Settlement Amount or Claim Difference is
    $5,000,000.01 or greater, the Debtors will file a motion
    with the Court seeking approval of the proposed settlement
    under Rule 9019 on 21 days' notice.

(e) The Debtors may employ the Settlement Procedures to settle,
    in addition to general unsecured claims: (i) secured claims,
    (ii) administrative expense claims pursuant to Section
    503(b) of the Bankruptcy Code, and (iii) priority claims
    pursuant to Section 507(a) of the Bankruptcy Code, without
    prior approval of the Court or any other party-in-interest
    in these Chapter 11 cases, if the Settlement Amount or Claim
    Difference for the claim does not exceed $25,000.  If the
    Settlement Amount or Claim Difference falls between $25,000
    and $2,000,000, the Debtors will submit Settlement
    Documentation to the Creditors Committee and the Committee
    Approval Procedures will apply.

                     Amendment Procedures

Since commencing the claims reconciliation process, the Debtors
have discovered that when they filed their Schedules several
months ago, they listed various liabilities in amounts that
exceed what they actually owe.  The Debtors acknowledge that
those errors must be corrected for the benefit of their estates
and all stakeholders in these cases; however, the cost to their
estates, in terms of both time and money, of amending the
Schedules, obtaining and noticing a supplemental bar date and
delaying the claims reconciliation process pending future
supplemental bar date would be exorbitant.

Accordingly, the Debtors propose to file omnibus motions to amend
their Schedules to accurately reflect the Debtors' actual
liabilities as revealed by the claims reconciliation process.

Claimants whose scheduled claims the Debtors seek to amend would
have adequate notice of, and opportunity to object to, the
Omnibus Amendment Motions.  The Debtors propose to serve Omnibus
Amendment Motions on all affected claimants and, if known,
their counsel, at least 30 days in advance of the hearing to be
held thereon.  The Debtors propose to adopt the hearing and
response procedures set forth in the Claims Objection Procedures.

The Court will consider the Debtors' request on August 10, 2011.
Objections are due no later than August 3.

                       About Borders Group

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

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

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

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

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

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

Borders Group is closing 399 stores.  Borders selected proposals
by Hilco and Gordon Brothers to conduct going out of business
sales for all stores after no going concern offers of higher value
were submitted by the deadline.

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


BORDERS GROUP: Proposes Streambank as IP Consultant
---------------------------------------------------
Borders Group Inc. and its affiliates seek the bankruptcy court's
permission to employ, nunc pro tunc to July 20, 2011, Streambank,
LLC, as their intellectual property disposition consultant.

As the Debtors' IP consultant, Streambank will:

  (a) work with the Debtors' management and advisors to
      collect and secure all of the available information and
      other data concerning the IP Assets for sale;

  (b) prepare marketing materials designed to advertise the
      availability of the IP Assets for sale or assignment and
      will develop and execute a sales and marketing program
      designed to elicit proposals to acquire the IP Assets from
      qualified assignees with a view toward completing a sale
      or sales of the IP Assets within the next six to eight
      weeks; and

  (c) assist the Debtors in connection with the transfer of the
      IP Assets to buyer or buyers who offer the highest
      consideration for those assets.

The Debtors have agreed to this fee structure to pay for
Streambank's services:

  * A management fee payable upon engagement in the amount of
    $100,000, which will be credited against any commissions
    earned.

  * Streambank will be paid a commission based on a percentage
    of aggregate gross proceeds generated from the sale, license
    or other assignment of the IP Assets:

    -- 3% of the first $2.5 million of aggregate gross proceeds;

    -- 5% for any aggregate gross proceeds exceeding $2.5
       million and up to $7.5 million;

    -- 7.5% for any gross proceeds in excess of $7.5 million and
       up to $10 million; and

    -- 12% for any gross proceeds in excess of $10 million.

  * Any Commissions due Streambank will be paid in full
    immediately upon consummation of any transaction or
    transactions involving the sale or other assignment of the
    IP Assets from the proceeds of those transactions
    notwithstanding any liens or other attachments on the IP
    Assets or the gross proceeds thereof.

The Debtors will also reimburse Streambank for the firm's
reasonable expenses incurred up to a maximum aggregate amount of
$20,000.

David Peress, a principal of Streambank, LLC, in Needham,
Massachusetts -- dperess@streambankllc.com -- disclosed that his
firm provides services or has formerly provided services to
certain parties in matters unrelated to the Debtors' Chapter 11
cases, a schedule of which clients is available for free at:

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

Mr. Peress assures the Court that Streambank is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.

                       About Borders Group

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

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

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

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

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

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

Borders Group is closing 399 stores.  Borders selected proposals
by Hilco and Gordon Brothers to conduct going out of business
sales for all stores after no going concern offers of higher value
were submitted by the deadline.

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


CALUMET SPECIALTY: Moody's Says Purchase Could Pressure Rating
--------------------------------------------------------------
Moody's Investors Service commented that Calumet Specialty
Products Partners, L.P.'s pending $475 million acquisition of
Murphy Oil Corporation's Superior refinery assets and inventory
could have negative pressure on Calumet's rating or outlook.

The last rating action for Calumet was on April 11, 2011 when
Moody's assigned a B3 rating to Calumet's senior unsecured note
offering. Moody's also assigned a B2 Corporate Family Rating
(CFR), B2 Probability of Default Rating (PDR), and SGL-3
Speculative Grade Liquidity Rating. The outlook is positive.

The principal methodologies used in this rating were Global
Refining and Marketing Rating Methodology published in December
2009.

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

Calumet Specialty Products Partners, L.P. is headquartered in
Indianapolis, Indiana.


CARDTRONICS INC: S&P Raises CCR to 'BB'; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Cardtronics Inc. to 'BB' from 'BB-'. "At
the same time, we removed the rating from CreditWatch Positive,
where it was originally placed on June 21, 2011. The rating
outlook is stable," S&P related.

"We also removed the issue-level rating on the company's $200
million senior subordinated notes from CreditWatch Developing and
raised that rating to 'BB' (the same as the corporate credit
rating) from 'BB-' based on the higher corporate credit rating.
The recovery rating remains at '4', indicating our expectation for
average (30% to 50%) recovery for lenders in the event of a
payment default," S&P said.

"The ratings on Cardtronics reflect its meaningful position in its
niche product market, moderate financial policy, and significantly
improved EBITDA margins over the past two years," said Standard &
Poor's credit analyst Alfred Bonfantini. The company's weak
business risk profile reflects its low product, geographic, and
customer diversity; its still moderate scale; and uncertain and
unfavorable regulatory and secular industry trends. deteriorates
to above 3x.


CELL THERAPEUTICS: Posts $17 Million Net Loss in Q2 2011
--------------------------------------------------------
Cell Therapeutics, Inc., filed its quarterly report, reporting a
net loss of $17.0 million on $0 revenue for the three months ended
June 30, 2011, compared with a net loss of $23.5 million on
$299,000 of revenues for the same period last year.

The Company reported a net loss of $36.8 million on $0 revenue for
the first half of 2011, compared with a net loss of $50.5 million
on $319,000 of revenues for the first half of 2010.

As of June 30, 2011, the Company had incurred aggregate net losses
of $1.667 billion since inception.  The Company says it expects to
continue to incur operating losses for at least the next few
years, unless it receives approval for Pixuvri from the Food and
Drug Administration, in the United States, or European Medicines
Agency, in Europe.

The Company's balance sheet at June 30, 2011, showed $56.6 million
in total assets, $40.2 million in total liabilities, $13.5 million
of common stock purchase warrants, and stockholders' equity of
$2.9 million.

As reported in the TCR on Feb. 24, 2011, Marcum LLP, in San
Francisco, Calif., expressed substantial doubt about Cell
Therapeutics' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.

A copy of the Form 10-Q is available at http://is.gd/zIU0Sw

                     About Cell Therapeutics

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

The Company is currently focusing its efforts on Pixuvri, OPAXIO,
tosedostat, brostallicin and bisplatinates.


CENTER COURT: Access to Montecito Cash Collateral Until December
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
on July 18, 2011, directed Center Court Partners, LLC, to grant
secured creditor Montecito Bank & Trust adequate protection in
exchange for the limited use of the Bank's cash collateral.

As reported in the Troubled Company Reporter on July 7, 2011,
Montecito Bank, owed $9 million in principal and a disputed unpaid
interest, has asked the Court to deny the motion of the Debtor, to
use cash collateral, 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.

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 needed cash
collateral to to pay ongoing financial obligations to maintain its
business, which is its primary asset.  The Debtor will only
disburse funds as set forth in a budget, subject to a 15%
variance.

The Debtor's authority to use cash collateral will terminate on
the earlier of: (1) the effective date of any confirmed plan of
reorganization; (2) the consummation of the sale or all or
substantially all of the Debtor's assets; (3) the dismissal of the
case or the conversion of the case to a case under Chapter 7 of
the Bankruptcy code; (4) upon the entry of an order appointing a
Chapter 11 trustee; (5) 5:00 p.m. Pacific Time Dec. 23, 2011.

A copy of the 6-month budget is available at:

  http://bankrupt.com/misc/centercourt.cashcollateralmotion.pdf

As adequate protection:

   1. The Debtor will make monthly interest payments in advance to
   the Bank in the form of checks drawn on the Debtor's debtor-in-
   possession bank account in an amount equal to $1,468 per day
   ($44,062 per month for a 30-day month and $45,531 for a 31-day
   month) delivered to the Bank on or before July 1, 2011, and no
   later than the first day of each month thereafter.  The Debtor
   will not use the Bank's cash collateral to fund the Monthly
   Payments or any portion thereof and will continue to segregate
   the Bank's cash collateral from the Debtor's unencumbered cash.
   If the DIP Account lacks sufficient unencumbered funds to pay a
   particular Monthly Payment, the Debtor's principal, Roger
   Meyer, may contribute funds to the DIP Account as needed to
   enable the Debtor to pay the Monthly Payment from the DIP
   Account.  All contributions by Mr. Meyer to the DIP Account
   will constitute equity contributions to the Debtor.  The
   Monthly Payment(s) will be delivered to the Bank at this
   address:

         Montecito Bank & Trust
         c/o Jason Dittman, Loan Services
         6950 Hollister Avenue, Suite 102
         Goleta, CA 93117

   2. If the Debtor fails to timely pay a Monthly Payment, a
   payment default will occur.  Upon a Payment Default, the Bank
   may notify the Debtor and, as a courtesy, its bankruptcy
   counsel in writing of such default by facsimile, overnight
   mail, or email.

   3. If the Debtor fails to cure a Payment Default within 10 days
   after receipt of such notice, the Bank may file and serve a
   declaration under penalty of perjury specifying the Payment
   Default, together with a proposed order terminating the
   automatic stay with respect to the real property which is the
   Bank's collateral, which order the Court will grant without
   further notice or hearing.

                        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.


CHARBEL FAHED: Inks Stipulation With PNC Bank Over Property Use
---------------------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a stipulation and
consent order governing Charbel Toufique Fahed's use of property
wherein PNC Bank, National Association, asserts an interest.

Prior to the Petition Date, PNC lent $100,000 and $650,000 to BK&F
LLC d/b/a Laziza Bistro.  PNC asserts that to guarantee repayment
of the Loans, on Dec. 15, 2006, the Debtor executed a U.S. Small
Business Administration Unconditional Guarantee Agreements and a
Commercial Guaranty whereby he unconditionally guarantee the
prompt payment and performance of all debts owed by BK&F to PNC.
PNC asserts a claim against the Debtor for $801,967, as of the
Petition Date, including interest and other charges in addition to
the unpaid principal balances.  PNC asserts that the obligations
of the Debtor under the Guaranty Agreements are secured by a Deed
of Trust dated Dec. 15, 2006, granting PNC a lien on real property
located in Fairfax County, Virginia, commonly known as 7009 Oriole
Avenue, Springfield, Virginia.

The Debtor intends to make the Property his primary residence in
the near future as part of his reorganization.

The Parties have agreed that the value of the Property is
$320,000.

Pursuant to the Stipulation and Consent Order, the automatic stay
imposed by 11 U.S.C. Sec. 362(a) is modified to permit PNC to
exercise its non-bankruptcy rights and remedies with regard to the
Property.  The Debtor will retain possession of the Property.

As adequate protection for the Debtor's use of the Property, and
any diminution of the value of the Property arising on account of
the Debtor's use thereof, the Debtor will tender to PNC, in
immediately available funds, consecutive monthly adequate
protection payments in the amount of $1,113.96, beginning July 1,
2011, which will be applied by PNC to reduce the outstanding
indebtedness owed by the Debtor to PNC.  The Debtor will at all
times maintain insurance on the Property.

The Debtor, creditors and parties-in-interest will have the
absolute right to challenge or dispute the existence, extent,
validity, and enforceability of the Guaranty Agreements.  The
Debtor, creditors and parties-in-interest will have until mid-
August to commence such challenge or dispute.  Should the parties
fail to contest the Guaranty Agreements within the period, the
Guaranty Agreements will deemed valid and enforceable.

A copy of the July 26, 2011 Stipulation and Consent Order is
available at http://is.gd/8Kqg7Xfrom Leagle.com.

Marc E. Shach, Esq., and Susan C. Scanlon, Esq. --
marc.shach@weinstocklegal.com and susan.scanlon@weinstocklegal.com
-- at Weinstock, Friedman & Friedman, P.A., in Baltimore,
Maryland, serve as counsel for PNC Bank.

                   About Charbel Toufique Fahed

Charbel Toufique Fahed filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 11-16399) on March 29, 2011.  John D. Burns, Esq., at
The Burns Law Firm, LLC, in Greenbelt, Maryland, represents
Charbel Toufique Fahed.


CHARLESTON ASSOCIATES: Committee Wants to File Own Plan
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Charleston Associates LLC asks the U.S. Bankruptcy Court
for the District of Delaware not to grant the Debtor's proposed
extension of the exclusive periods to file a Chapter 11 plan and
solicit acceptances.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice PLLC,
in Wilimington, Delaware, contends that the Debtor has already
sought and received five extensions of the exclusive periods and
despite those extensions, the Debtor has been unable to put a plan
together and is now seeking to get a sixth extension.

"It is time for the exclusivity to end and for the Committee to
have an opportunity to explore putting together its own plan of
reorganization in order to more quickly and efficiently progress
the Debtor's bankruptcy case," Mr. Kortanek asserts.

The Debtor is asking the Court to further extend the exclusive
periods to file a plan and to obtain acceptances of that plan
until July 29, 2011, and Sept. 28, 2011, respectively.  The Debtor
is currently seeking an extension to attempt to negotiate a
consensual plan of reorganization.

                  About Charleston Associates

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

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

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


CHART INDUSTRIES: S&P Rates $230-Mil. Sr. Sub. Notes at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Chart Industries Inc.'s proposed $230 million
convertible senior subordinated notes due 2018. The issue rating
is 'B+' (one notch below the corporate credit rating). "At the
same time, we assigned a recovery rating of '5', indicating our
expectation of modest (10%-30%) recovery in the event of a payment
default," S&P related.

"Our recovery analysis incorporates Chart Industries' plan to use
the proceeds from the proposed notes offering to, among other
things, redeem its senior subordinated notes due 2015," said
Standard & Poor's credit analyst Patrick Lee.

Garfield Heights, Ohio-based Chart Industries manufactures
equipment used for low-temperature and cryogenic applications for
energy, industrial gas, and biomedical customers. "Our ratings on
the company reflect its participation in the highly cyclical gas
processing market, its small size and scale, and an uneven revenue
stream in the company's energy and chemicals segment. The
ratings also incorporate the company's modest capital spending,
improving product and geographic diversification, and solid
liquidity," S&P related.

Ratings List

Chart Industries Inc.
Corporate Credit Rating                  BB-/Stable

New Rating

Chart Industries Inc.
$230 mil convert sr sub notes due 2018   B+
  Recovery Rating                         5


CHINA CABLECOM: UHY Vocation Raises Going Concern Doubt
-------------------------------------------------------
China Cablecom Holdings, Ltd., filed on July 28, 2011, with the
U.S. Securities and Exchange Commission its annual report on Form
20-F for the year ended Dec. 31, 2010.

UHY Vocation HK CPA Limited, in Hong Kong, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant losses during 2010 and 2009, and has relied on debt
and equity financings to fund their operations.

The Company reported a net loss of US$27.0 million on
US$54.0 million of revenue for 2010, compared with a net loss of
US$56.2 million on $45.6 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
US$179.7 million in assets, US$156.1 million of liabilities, and
US$23.6 million of stockholders' equity.

A copy of the Form 20-F is available at http://is.gd/unPoev

Based in Jinan, in the PRC, China Cablecom Holdings, Ltd. (NASDAQ:
CABL) -- http://www.chinacablecom.net/-- is a joint-venture
provider of cable television services in the PRC, operating in
partnership with a local state-owned enterprise authorized by the
PRC government to control the distribution of cable TV services
("SOE").


CHINA VILLAGE: Michael Isaacs Appointed as Resolution Advocate
--------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California approved a stipulation, appointing
a resolution advocate in the Chapter 11 case of China Village,
LLC.

Pursuant to a stipulation with Cathay Bank, Michael Isaacs, Esq.
is appointed as the resolution advocate, and Charles Maher, Esq.
as the alternate, which is assigned to the Bankruptcy Dispute
Resolution Program in the District.

Cathay Bank is represented by:

         Bernard Given, Esq.
         6500 Wilshire Blvd., 17th Floor
         Los Angeles, CA 90048-4920
         Tel: (323) 852-1000

                      About China Village

Milpitas, California-based China Village, LLC, is a limited
liability company that was created on May 10, 2005.  The members
of the Debtor are Thomas Nguyen, the Responsible Individual in
this case (8%), Joseph Nguyen (9%) and Tuyet Minh Le (83%).  The
Debtor is in the business of purchasing, leasing, renovating and
selling commercial real property.  The Debtor currently owns a
significant commercial property in Fremont, California, that has
370,019 square feet of rentable space on 25.07 acres of land.

China Village filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-60373) on Oct. 4, 2010.  Lawrence A.
Jacobson, Esq., and Sean M. Jacobson, Esq., at Cohen and Jacobson,
LLP, assist the Debtor in its restructuring effort.  R&K
Interests, Inc. d/b/a Investors Property Services serves as the
Debtor's Property Manager.  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


CHINA VILLAGE: Anew Law Approved to Assist with Tenant Eviction
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized China Village, LLC, to employ

         ANEW LAW CORPORATION
         595 Market Street, Suite 1350
         San Francisco, CA 94105
         Tel: (415) 867-5797

As part of its business operations, the Debtor is required to
enter into leases with prospective tenants, and, when necessary,
evict tenants (for non-payment of rent, non-monetary breaches of
lease, expiration of leases, abandonment, or other cause).

Anew Law, as special counsel is expected to:

   a. file necessary unlawful detainer proceedings, including
   service of necessary 3 day, 30 day, 60 day, or other notices as
   required by law;

   b. arrange for service of necessary defendants;

   c. pursue the unlawful detainer actions to judgment;

   d. obtain and seek enforcement of writs of possession.

Anew Law will receive a flat fee of $1,500 for uncontested cases,
with contested cases billed at the flat rate and an additional
cost of $250 per hour for subsequent services provided in the
event that the case becomes contested.  The Debtor will also pay
approved filing fees and costs incurred as approved by the Court.

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

                      About China Village

Milpitas, California-based China Village, LLC, is a limited
liability company that was created on May 10, 2005.  The members
of the Debtor are Thomas Nguyen, the Responsible Individual in
this case (8%), Joseph Nguyen (9%) and Tuyet Minh Le (83%).  The
Debtor is in the business of purchasing, leasing, renovating and
selling commercial real property.  The Debtor currently owns a
significant commercial property in Fremont, California, that has
370,019 square feet of rentable space on 25.07 acres of land.

China Village filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-60373) on Oct. 4, 2010.  Lawrence A.
Jacobson, Esq., and Sean M. Jacobson, Esq., at Cohen and Jacobson,
LLP, assist the Debtor in its restructuring effort.  R&K
Interests, Inc. d/b/a Investors Property Services serves as the
Debtor's Property Manager.  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


CHIQUITA BRANDS: S&P Rates $480-Mil. Credit Facilities at 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services is assigning issue-level and
recovery ratings to Cincinnati-based Chiquita Brands International
Inc.'s (CBII's) new $480 million senior secured credit facilities,
consisting of a $150 million revolving credit facility and a $330
million term loan, each due 2016. "We assigned the secured credit
facilities a 'BB-' issue-level rating (two notches higher than the
corporate credit rating on Chiquita), with a recovery rating of
'1', indicating our expectation for very high (90% to 100%)
recovery in the event of a payment default. Chiquita Brands LLC
(CBLLC) is the borrower under the credit facilities," S&P related.

The company intends to use the proceeds from these new facilities
to refinance its existing $310 million senior secured credit
facilities at CBLLC and to fund a combined tender offer for and
redemption of all of its outstanding $177 million 8.875% senior
notes due 2015 that were previously issued by CBII. As a result of
these transactions, senior secured debt at the operating company
level has increased, leading to reduced recovery expectations for
the unsecured debt at CBII, given the increased amount of priority
secured debt following the refinancing. "The issue-level rating
for the senior unsecured notes at CBII (and the preliminary rating
on Chiquita's senior unsecured shelf registration) is 'B-' with a
recovery rating of '5', indicating our expectation for modest (10%
to 30%) recovery in the event of a payment default. We are
withdrawing the ratings on the company's existing senior secured
credit facilities following the close of this refinancing
transaction. We will withdraw the ratings on CBII's 8.875% senior
notes due 2015 upon the close of the redemption of these notes,"
S&P related.

The 'B' long-term corporate credit rating on Chiquita and the
stable outlook remain unchanged. "We characterize Chiquita's
business risk profile as vulnerable and its financial risk profile
as highly leveraged. Our ratings on the company reflect the
company's high debt leverage and participation in the competitive,
commodity-oriented, seasonal, and volatile fresh produce industry,
which we believe is subject to political and economic risks.
Following these proposed transactions, we expect Chiquita's
liquidity to remain adequate and its covenant cushion to remain
well above 20%," S&P stated.

Ratings List
Chiquita Brands International Inc.
Corporate credit rating           B/Stable/--

Ratings assigned
Chiquita Brands LLC
Senior secured
  $150 mil. revolver due 2016      BB-
   Recovery rating                 1
  $330 mil. term loan due 2016     BB-
   Recovery rating                 1


CHRISTIAN BROTHERS: Seeks More Time to Propose Payment Plan
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Christian Brothers Institute
Inc. is seeking more time to file its creditor-payment plan as the
Roman Catholic lay order works to determine how it will treat
survivors of sexual abuse at its schools across the U.S. and
Canada.

              About The Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  CBI estimated its assets at
$50 million to $100 million and debts at $1 million to
$10 million.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CHRYSLER LLC: Ohio County Claim Reclassified as General Unsecured
-----------------------------------------------------------------
At the behest of the Old Carco Liquidation Trust, Chief Bankruptcy
Judge Arthur J. Gonzalez held that the tax claims filed by John A.
Donofrio, Summit County Fiscal Officer, in Akron, Ohio, are
general unsecured claims -- and not priority tax claims under 11
U.S.C. Section 507(a)(8) -- pursuant to a July 25, 2011 opinion, a
copy of which is available at http://is.gd/aslYATfrom Leagle.com.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of Dec. 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  As part of the
deal, Fiat acquired a 20% equity interest in Chrysler Group.

Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.

In April 2010, the Bankruptcy Court confirmed Chrysler's repayment
plan.


COMMERCIAL VEHICLE: Incurs $2.17 Million Net Loss in Q2
-------------------------------------------------------
Commercial Vehicle Group, Inc., reported a net loss of
$2.17 million on $206.77 million of revenue for the three months
ended June 30, 2011, compared with net income of $693,000 on
$142.35 million of revenue for the same period a year ago.  The
Company also reported net income of $1.11 million on
$389.28 million of revenue for the six months ended June 30, 2011,
compared with net income of $1.37 million on $288.75 million of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed
$392.21 million in total assets, $387.09 million in total
liabilities, and $5.11 million in total stockholders' investment.

"This past quarter marks our highest reported revenues since the
second quarter of 2008 and our highest operating income, excluding
impairment charges or gains on the sale of assets, since the
fourth quarter of 2006.  We are pleased with the continued upward
trend in certain end markets and related revenues, as well as our
sequential and year-over-year improvement in operating income, and
remain committed to improving our operating efficiencies as we
move forward," said Mervin Dunn, President and Chief Executive
Officer of Commercial Vehicle Group.  "With our strong financial
structure and liquidity position, we also remain heavily focused
on seeking opportunities that fit our long-term strategic goals
for growth and diversification," added Mr. Dunn.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/ure12k

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                          *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.

As reported by the TCR on April 12, 2011, Standard & Poor's
Ratings Services said it raised its corporate credit rating on New
Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-'
from 'CCC+'.  "The upgrade reflects our assumption that CVG can
improve EBITDA and cash flow in the next two years, because we
believe commercial truck production volumes will continue to rise
year-over-year in 2011 and 2012," said Standard & Poor's credit
analyst Nancy Messer.  Heavy-duty truck production increased by a
meaningful 30% in 2010, leading to a 30% year-over-year sales
increase.


COMPLETE PRODUCTION: S&P Raises Corporate Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based oilfield services provider Complete
Production Services Inc. (Complete) to 'BB-' from 'B+'. The
outlook is stable.

"At the same time, we raised the issue rating on the company's 8%
senior unsecured notes to 'BB-' (the same as the corporate credit
rating) from 'B+'. The recovery rating remains unchanged at '3',
indicating our expectation of meaningful (50% to 70%) recovery in
the event of a default," S&P said.

"The upgrade follows the continued improvement of Complete's
operating and financial performance over the past few quarters,"
said Standard & Poor's credit analyst Patrick Lee, "particularly
in its completion and production services segment." "Over the near
term, we expect the North American oilfield services market to
stabilize or see a slight improvement, which should enable
Complete to generate solid cash flow and maintain its strong
credit metrics for the rating."


CONSOLIDATED HORTICULTURE: Removal Period Extended Until Dec. 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Dec. 30, 2011, the period which Post-Sale Co II LLC,
formerly known as Consolidated Horticulture LLC, et al., may file
notices of removal with respect to civil actions pending as of the
Petition Date.

The Debtors filed their request for extension before the June 30,
removal deadline.

The Debtors needed the extension to conclude their review of the
actions to determine whether there are any that may need to be
removed.

                  About Consolidated Horticulture

Irvine, California-based Consolidated Horticulture
Group LLC, doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines Nurseries
Inc. in a bankruptcy sale in January 2009.  The resulting
reorganization plan, confirmed in January 2009, paid secured
creditors in full on their $35.9 million in claims while providing
as much as $12 million toward debt owing to suppliers both before
and after the bankruptcy filing.  The business bought by Black
Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 10-13308) on Oct. 12,
2010.  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent.  The Official
Committee of Unsecured Creditors has tapped Lowenstein Sandler PC
as counsel and Blank Rome LLP as co-counsel.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


CORUS BANKSHARES: Has September Plan Confirmation Hearing
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Corus Bankshares Inc. returns to the bankruptcy court
on Sept. 27 for a confirmation hearing to approve the Chapter 11
plan.

Mr. Rochelle relates that last week, the bankruptcy court in
Chicago approved the disclosure statement giving creditors the
information they need in deciding how to vote on the plan.

According to the Bloomberg report, the salient terms of the Plan
are:

    * The Federal Deposit Insurance Corp. claims will be put into
      two classes, one for a priority claim and another for its
      nonpriority unsecured claim.  Eventually, Corus doesn't
      believe the FDIC will have any valid priority claim to be
      paid in full ahead of unsecured creditors.  For the
      unsecured claim that could be as much as $183.4 million,
      FDIC is expected to recover between 6.2% and 53.3%.

    * Holders of trust preferred securities, known as TOPrS, are
      to have a similar recovery for their $415.6 million in
      claims.

    * General unsecured creditors with claims totaling between $10
      million and $21 million are to have an identical dividend.

    * Subordinated creditors and shareholders won't receive
      anything.

The FDIC and Corus are in litigation over who owns $258 million in
tax refunds.

                   About Corus Bankshares

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., was closed
on Sept. 11, 2009, by regulators, and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Chicago-based MB Financial Bank, National
Association, to assume all of the deposits of Corus Bank.

Corus Bankshares sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-26881) on June 15, 2010, disclosing $314,145,828 in
assets and $532,938,418 in liabilities as of the Chapter 11
filing.

Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R.
Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the
Debtor's bankruptcy counsel.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  Kilpatrick Stockton LLP's Todd Meyers, Esq., and
Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark
Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller,
Esq., represent the official committee of unsecured creditors.


CROATAN SURF: Bankr. Administrator Opposes Plan Confirmation
------------------------------------------------------------
Marjorie K. Lynch, the U.S. Bankruptcy Administrator for the
Eastern District of North Carolina, asks the U.S. Bankruptcy Court
to deny confirmation of the Plan as filed pending proof that
Croatan Surf Club, LLC's Plan is feasible at the confirmation
hearing.

The Bankruptcy Administrator notes that the Debtor has filed
litigation against Royal and the Bank of Currituck in Dare County
North Carolina alleging causes of action ranging from fraud to
breach of contract to various tort claims.  At the current time,
the individual units are not listed for sale.  Previously, the
Debtor had marketed the units for sale and will do so again once
the Debtor's plan is confirmed.  Presently, the Debtor leases the
units for short term rentals during all periods of the year, and
leases units for long term rentals during the off season.

The Court on March 11, 2011, issued an amended order conditionally
approving the Disclosure Statement dated Feb. 18, 2011, explaining
the Second Amended Plan.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/CroatanSurf_AmendedDS.pdf

                      The Chapter 11 Plan

According to the Second Amended Disclosure Statement, the Debtor's
Plan establishes 10 classes for claims.

Classes 1, 2, 3 and 4 consist of the claims of the Internal
Revenue Service, the North Carolina Department of Revenue,
Employment Security Commission and Dare County.  The Debtor does
not believe that any of these parties hold prepetition unsecured
priority Claims.  To the extent that these Claims exist, they will
be paid on the Extended Maturity Date as described in the Plan.

Classes 5, 6 and 7 consist of the Allowed Secured Claims of
creditors, including the Lender and Mezzanine Lender, which are
secured by various assets of the Debtor.  Croatan Surf Club
Condominium Association, Inc. would also have an Allowed Secured
Claim for any unpaid dues, assessments, or other charges.  Each of
the Allowed Secured Claims will be paid as provided by the Plan.

Class 9 consists of the Claims of unsecured creditors holding
Claims against the Debtor, except for those Claims of insiders.
These creditors will be paid in full as set forth in the Plan.
The Debtor may object to certain unsecured Claims for reasons
including, but not limited to, their improper classification, an
improper amount claimed, or the fact that the Claim is not owed by
the Debtor.

Class 10 consists of the Claims of insiders.  This class does not
include the membership interests of the insiders.  These claims
will be paid in full, after the payment of all other Claims.

The Bankruptcy Administrator is represented by:

         Parker M. Worth, Esq., staff attorney
         434 Fayetteville Street, Suite 620
         Raleigh, North Carolina 27601
         Tel: (919) 856-4886 Ext. 25
         Fax: (919) 856-4692
         E-mail: Parker_Worth@nceba.uscourts.gov

                        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., represent the Debtor as counsel.  No creditors
committee has been formed in this case.  In its schedules, the
Debtor disclosed $26,151,718 in assets and $19,350,000 in
liabilities.


CRYSTAL CATHEDRAL: Says It Won't Sell, Aims to Raise $50-Mil.
-------------------------------------------------------------
The International Board of Directors for the Crystal Cathedral
Ministries announced Sunday that it has voted to forego choosing a
buyer of its Crystal Cathedral property, as part of its bankruptcy
reorganization plan.  "The Crystal Cathedral is not for sale",
said Walt Kallestad, Founder and Senior Pastor for the Church of
Joy, Glendale, Arizona, and Crystal Cathedral Ministries Board
Member, from the pulpit of the Crystal Cathedral at Sunday morning
services, July 31, 2011.

The press release by Crystal Cathedral said that, in this vote,
the board has chosen to step forward in faith believing that God,
in His perfect timing, will provide all the funds necessary to pay
every creditor in full and keep the ministry campus in the hands
of the Crystal Cathedral Ministries.  "The board feels its great
responsibility toward all of our vendors and other creditors, to
pay them 100% of what is owed as soon as possible," says Sheila
Schuller Coleman, Senior Pastor, "but also a responsibility to the
local members and viewers of our nationally and internationally
televised Hour of Power to retain the ministry's Orange County
headquarters intact."

"Through our filing of Chapter 11 last October", Coleman said in
the pulpit, Sunday, "I believe God has used it to turn the eyes of
the world toward the Crystal Cathedral because He wants to make a
big, bold statement, and, as a faith-based ministry, it's
important to put our faith in God in this matter. We cannot teach
about faith without living out faith in our actions, especially as
it concerns a decision such as this. Taking this kind of stand
assures members and viewers that we are committed to them and to
their spiritual well-being, now and into the future. The ministry
has a commitment to our local congregations, our international
viewers, Crystal Cathedral Schools' students & parents, and the
families of loved ones laid to rest in the Crystal Cathedral
Memorial Gardens."

According to the statement by the church, the English-speaking,
Spanish-speaking, and Arabic-speaking congregations at the Crystal
Cathedral are all combining in prayer to seek God's blessing of a
50 million dollar miracle.  "We're asking our people to 'Walk by
faith, not by sight,'" said Sheila, "and to believe God's promise
and plan as found in Jeremiah 29:11-14a , 'For I know the thoughts
that I think toward you, says the LORD, thoughts of peace and not
of evil, to give you a future and a hope. Then you will call upon
Me and go and pray to Me, and I will listen to you. And you will
seek Me and find Me, when you search for Me with all your heart. I
will be found by you, says the LORD, and I will bring you back
from your captivity.'"

Dr. Coleman also said, "We have been deeply touched by the
outpouring of admiration for our beautiful 40-acre garden grounds
and its world class architecture. Many of the potential buyers are
community and faith leaders that have gone to great lengths to
honor the ministry that my father devoted his entire life to
serving, and to him, personally, as their friend and colleague. We
are truly humbled by their concern for us. More than ever, the
Crystal Cathedral Ministry appreciates that our campus is a sacred
treasure, and our reconstituted board has determined to 'practice
what we have always preached' and to put into action the
possibility thinking upon which this great ministry was founded 56
years ago."

"We fully understand as a board that, by taking this stand of
faith, the Creditors Committee will move on its own in the courts
to initiate a sale process," board member Jim Penner said, "but
the final word on this campus and this ministry will be up to God
Almighty."

Mr. Kallestad concluded, "The Crystal Cathedral is a mission
center God has built and God will sustain it.  "I'm thrilled that
our board has now chosen to set this example stepping forward in
faith! I'm humbled and honored to stand with fellow believers who
are willing to proclaim Jesus Christ as the head of this church.
Get ready to witness a miracle, the best days for this ministry
are ahead!"

Contact information:

         John Charles
         Crystal Cathedral Ministries
         Tel: (714) 971-4015
         E-mail: johnc@crystalcathedral.org

                     Sale Previously Scheduled

Bill Rochelle, the bankruptcy columnist for Bloomberg News, first
reported about Crystal Cathedral's plans to raise $50 million in
order to thwart the sale process.

Mr. Rochelle recounts that the church itself began the sale
process by proposing a plan where the campus would be sold to
Greenlaw Partners LLC and leased back in a $46 million
transaction.  Greenlaw would develop some of the property. Chapman
University made a similar $46 million proposal.

According to Mr. Rochelle, needing a larger cathedral, the Roman
Catholic Diocese of Orange County, California, later made an offer
to purchase the church and its property for $50 million.

In bankruptcy court Monday in Santa Ana, California, the
creditors' committee was scheduled to ask the judge to terminate
the church's exclusive right to propose a Chapter 11 plan.

The judge previously approved sale procedures where bids were due
July 22 in advance of an Aug. 5 auction and a hearing on Aug. 9 to
approve the sale.

                      About Crystal Cathedral

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

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

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

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


CRYSTAL CATHEDRAL: U.S. Trustee Asked to Probe Board Shake-up
-------------------------------------------------------------
The Los Angeles Times reports that the organizers of an online
petition seeking an independent board of directors for Crystal
Cathedral called on the federal bankruptcy trustee to "investigate
the validity" of the church's recent board shake-up.

The Garden Grove church announced that its board had been expanded
from five members to nine and restored founder Robert H. Schuller
to voting status.  The new configuration means five members are
independent.

According to the report, the new board consists of Schuller; his
wife, Arvella; daughter and senior pastor Sheila Schuller Coleman;
son-in-law Jim Penner; and five independent members. Schuller
Coleman serves as a non-voting member and interim chairwoman.

The report says the board is considering at least four offers to
buy the property, which would allow the church to exit bankruptcy.

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represent the Debtor.

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


DAZ VINEYARDS: Silicon Valley Opposes Disclosure Statement
----------------------------------------------------------
Silicon Valley Bank asks the U.S. Bankruptcy Court for the Central
District of California not to approve the disclosure statement
filed by Daz Vineyards LLC because it does not contain adequate
information.

Specifically, Silicon Valley points out that the Disclosure
Statement fails to sufficiently disclose the treatment of Silicon
Valley's claim under the Chapter 11 Plan of Reorganization and
fails to adequately disclose the proposed new equity investment to
fund the Plan.

According to the Disclosure Statement, the Debtor's Plan will be
funded by a combination of the Debtor's continued business
operations, and a new preferred equity investment.  The
reorganized debtor intends to divide into two entities, one
holding the real property asset and the other holding the winery
operation.  The Debtor anticipates the new equity investors will
purchase preferred investments at the winery level.  Confirmation
of the plan authorizes the Debtor to divide the business and sell
preferred equity investments.

A full-text copy of the Disclosure Statement may be accessed for
free at http://bankrupt.com/misc/DazVineyards_DS.pdf

Los Olivos, California-based DAZ Vineyards, LLC, dba Demetria
Estate Winery, filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-10689) on Feb. 15, 2010.  William C.
Beall, Esq., at Beall and Burkhardt, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $32,071,232 in assets
and $11,418,337 in liabilities in its schedules.



DELTA PETROLEUM: 2C Well Begins Hydrocarbons Production
-------------------------------------------------------
Delta Petroleum Corporation announced that the 2C-433D well began
producing hydrocarbons on July 20, 2011, at a choke-restricted
rate of 5.4 million cubic feet of gas per day (MMcf/d) with 8360
psi of flowing tubing pressure.  Gas sales from the well began on
July 21.  The well continues to produce at a choke restricted rate
of between 3.5 and 5 MMcf/d with a stable flowing tubing pressure
of 8160 psi.  The well has also just started to produce some
condensate with 20 bpd measured.

Carl Lakey, Delta's President and CEO stated, "We are pleased to
announce the initial results of the 2C well.  We believe that this
well's result combined with other Delta operated shale wells and
similar wells from other operators in the Piceance Basin, validate
the resource potential of the Niobrara and Mancos shales in the
basin.  It is important to note that the 2C well is producing from
the only 1300' of pay in the Niobrara and Frontier.  Roughly 2700'
of gross potential hydrocarbon bearing pay remain uncompleted in
the Mancos Shale and Corcoran formations.  The Williams Fork also
remains uncompleted here.  It is still too early to provide an
estimate of total EUR of the well.  However, we are very
encouraged by the measured rates to date, and remain optimistic
that the Niobrara and Mancos shales will be highly economic.
Delta holds approximately 22,400 net acres of leasehold in the
Vega area, including deep rights to substantially all of that
acreage.  Early indications are that the entire position is
prospective for shale development in the Mancos, Niobrara and
Frontier.  We invite our stakeholders to listen to our upcoming
Second Quarter earnings call where we expect to provide an
additional update to the 2C well and other operational
developments.  We will update sooner if it is appropriate.  We are
excited by the results obtained to date, and more importantly by
the potential size and scope of the resource that we are now
testing."

Delta will be holding the second quarter earnings conference call
on Thursday, August 4 at 10:00 AM Mountain Time.

                     About Delta Petroleum Corp

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
oil and gas exploration and development company based in Denver,
Colorado.  The Company's core area of operation is in the Rocky
Mountain region, where the majority of its proved reserves,
production and long-term growth prospects are located.  Its common
stock is listed on the NASDAQ Capital Market System under the
symbol "DPTR."

The Company reported a net loss of $30.26 million on
$23.05 million of total revenue for the three months ended
March 31, 2011, compared with a net loss of $15.99 million on
$29.17 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$1.01 billion in total assets, $527.04 million in total
liabilities, and $483.75 million in total equity.

As reported by the TCR on March 18, 2011, KPMG LLP, in Denver,
Colorado, noted that due to continued losses and limited borrowing
capacity the Company is evaluating sources of capital to fund the
Company's near term debt obligations.  "There can be no assurances
that actions undertaken will be sufficient to repay obligations
under the credit facility when due, which raises substantial doubt
about the Company's ability to continue as a going concern."


DIGITILITI INC: R.M. Rickenbach Resigns from Board
--------------------------------------------------
R.M. Rickenbach tendered his resignation from the Board of
Directors of the Company on July 22, 2011.

                       About Digitiliti, Inc.

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

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

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

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


DIRECTBUY HOLDINGS: S&P Keeps 'B' Corp. Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services maintained the CreditWatch
Negative listing for its ratings, including the 'B' corporate
credit rating, on Merrillville, Ind.-based DirectBuy Holdings Inc.

A number of U.S. states have filed lawsuits against DirectBuy,
alleging that the company misrepresented the actual costs of the
products marketed to its members. "In May 2011, we understand that
a judge in Connecticut rejected the company's proposed nationwide
settlement of a class-action lawsuit. We believe an adverse
outcome to this legal issue could cause a continued decline in
DirectBuy's membership base, where the company generates a
majority of its revenues. We also think that if such a scenario
unfolds, liquidity could weaken, and credit metrics could
deteriorate to levels no longer supportive of the 'B' rating.
DirectBuy experienced large declines in new membership growth
during the first half of 2011, which dropped about 30% compared
with the same time last year," S&P related.

"In resolving the CreditWatch listing, we will focus our review on
management's plans to address its legal issues and their potential
impact on cash flows and liquidity, as well as strategies to
improve membership growth," S&P said.


DOT VN: Registrations of Vietnamese IDNs Exceed 294,000
-------------------------------------------------------
Dot VN, Inc., announced that since its official launch of the
Vietnamese Native Language Internationalized Domain Names on
April 28, 2011, registrations have exceeded 294,000 domain names
which surpasses the total number of standard Vietnamese ccTLD
registrations.

"We are very pleased with the continued excitement and demand for
the Vietnamese Native Language domain names," said Dot VN CEO
Thomas Johnson.  "We expect the continued explosive growth of the
Vietnamese IDNs with the eventual launch of cutting edge features
and applications such as social networking functionality, daily
deals and group buying services which deliver the best offers and
content to our users.  Additionally, we believe that the IDNs will
serve as the most effective way for advertisers and brand managers
to reach and influence sophisticated and affluent Vietnamese
consumers.  Dot VN will continue to strive towards evolving the
Vietnamese IDNs into the ultimate online community for the Country
of Vietnam."

                           About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
www.INFO.VN.  The Company is the "exclusive online global domain
name registrar for .VN (Vietnam)."  Dot VN is the sole distributor
of Micro-Modular Data Centers(TM) solutions and E-Link 1000EXR
Wireless Gigabit Radios to Vietnam and Southeast Asia region.  Dot
VN is headquartered in San Diego, California with offices in
Hanoi, Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.

The Company's balance sheet at Jan. 31, 2011, showed $2.74 million
in total assets, $10.92 million in total liabilities and $8.18
million in total shareholders' deficit.

Dot VN reported a $7.3 million net loss on $1.1 million of
revenues for the fiscal year ended April 30, 2010, compared with a
$5.4 million net loss on $1.0 million of revenues for the same
period a year ago.

Following the Company's results for fiscal 2010, Chang G. Park CPA
expressed substantial doubt against Dot VN's ability to continue
as a going concern, citing the Company's losses from operations.


DRYSHIPS INC: Inks Definitive Pact to Acquire OceanFreight
----------------------------------------------------------
DryShips Inc. and OceanFreight Inc. entered into a definitive
agreement for DryShips to acquire the outstanding shares of
OceanFreight for consideration per share of $19.85, consisting of
$11.25 in cash and 0.52326 of a share of common stock of Ocean Rig
UDW Inc., a global provider of offshore ultra deepwater drilling
services that is 78% owned by DryShips.  The Ocean Rig shares that
will be received by the OceanFreight shareholders will be from
currently outstanding shares held by DryShips.  Under the terms of
the transaction, the Ocean Rig shares will be listed on the Nasdaq
Global Select Market upon the closing of the merger.

Based on the July 25, 2011, closing price of 89.00 NOK ($16.44)
for the shares of Ocean Rig on the Norwegian OTC, the transaction
consideration reflects a total equity value for OceanFreight of
approximately $118 million and a total enterprise value of
approximately $239 million, including the assumption of debt.

The transaction has been approved by the Boards of Directors of
DryShips and OceanFreight, by the Audit Committee of the Board of
Directors of DryShips, which negotiated the proposed transaction
on behalf of DryShips, and by a Special Committee of independent
directors of OceanFreight established to negotiate the proposed
transaction on behalf of OceanFreight.

The transaction will allow DryShips to acquire high-quality,
modern drybulk vessels with attractive long-term charters.
OceanFreight owns a fleet of six vessels, including four Capesize
and two Panamax vessels with a weighted average age of six years
and combined deadweight tonnage of 859,622 tons and has contracted
to purchase five newbuilding Very Large Ore Carriers with a
combined deadweight tonnage of approximately one million tons
scheduled to be delivered in 2012 and 2013.  DryShips will also
benefit by assuming OceanFreight's attractively-priced credit
facilities.  Those facilities have an aggregate principal amount
of $142.8 million, bear interest at Libor plus 250 basis points
and have a final maturity of October 2015.

George Economou, Chairman and CEO of DryShips, commented:

"We are pleased to announce the merger agreement with
OceanFreight.  This transaction provides DryShips with a unique
opportunity to consolidate the fragmented drybulk sector by
acquiring a high quality, modern fleet with long-term charters to
solid charterers.  As previously announced, we have a fleet
renewal plan that is being implemented by selling our older
vessels.  Given current freight market conditions, our preference
is to acquire younger vessels with medium to long-term charters
with moderate financing in place.  The merger with OceanFreight
offers us a unique opportunity to renew DryShips fleet, increase
our presence in the Capesize/VLOC sector and augment our fixed
revenues, and to do so at a low point in the cycle at what we
consider to be an attractive valuation.  We will achieve this
through minimal use of cash and no issuance of additional DryShips
equity while utilizing a mere 2.3% of our ownership stake in Ocean
Rig in a manner that will also increase its public float.  We will
continue to monitor developments in the shipping industry
selectively as the weak freight market may offer us further
strategic acquisition opportunities.

This merger is a testament to the strong position of DryShips and
our belief in the long-term prospects of the drybulk freight
market.  Pro forma for the merger, Dryships will own a fleet of
eighteen Capesize vessels, the largest among publicly traded
shipping companies."

Professor John Liveris, Chairman of the Board of Directors and
Special Committee of OceanFreight, commented:

"OceanFreight's merger with DryShips enables our shareholders to
realize the inherent value created from the significant
repositioning of the company's fleet and employment profile that
our management team implemented over the past two years.  This
value unfortunately was not reflected in our stock trading price.
Additionally, we are pleased to provide our shareholders with the
opportunity to participate in Ocean Rig, a growing company in the
ultra deep water drilling sector.  We believe that OceanFreight's
four-year journey in the public markets has reached a worthy
homeport."

The public shareholders of OceanFreight will receive the
consideration for their shares pursuant to a merger of
OceanFreight with a subsidiary of DryShips.  The completion of the
merger is subject to customary conditions, including clearance by
the U.S. Securities and Exchange Commission of a registration
statement to be filed by Ocean Rig to register the shares being
paid by DryShips in the merger and the listing of those shares on
the Nasdaq Global Select Market.  The cash portion of the
consideration is to be financed from DryShips' existing cash
resources and is not subject to any financing contingency.  The
merger is expected to close in the fourth quarter of 2011.

Simultaneously with the execution of the definitive merger
agreement, DryShips, entities controlled by Mr. Anthony Kandylidis
and OceanFreight, entered into a separate purchase agreement.
Under this agreement, DryShips will acquire from the entities
controlled by Mr. Kandylidis all their OceanFreight shares,
representing a majority of the outstanding shares of OceanFreight,
for the same consideration per share that the OceanFreight
stockholders will receive in the merger.  This acquisition is
scheduled to close four weeks from the execution of the merger
agreement, subject to satisfaction of certain conditions.
DryShips intends to vote the OceanFreight shares so acquired in
favor of the merger, which requires approval by a majority vote.
The Ocean Rig shares to be paid by DryShips to the entities
controlled by Mr. Kandylidis will be subject to a 6-month lock-up.

Evercore Partners is serving as financial advisors to DryShips in
connection with the transaction and Fried, Frank, Harris, Shriver
& Jacobson LLP is serving as DryShips' legal counsel.  Fearnley
Fonds ASA is serving as financial advisors to the Special
Committee of the OceanFreight Board of Directors and Seward &
Kissel LLP is serving as the Committee's legal counsel.

A full-text copy of the Form 8-K as filed with the SEC is
available for free at http://is.gd/2T9ZLl

                         About OceanFreight

OceanFreight is an owner and operator of drybulk vessels that
operate worldwide.  OceanFreight owns a fleet of six vessels,
comprised of six drybulk vessels (four Capesize and two Panamaxes)
and has contracted to purchase five newbuilding Very Large Ore
Carriers (VLOC) with a combined deadweight tonnage of about 1.9
million tons.  OceanFreight Inc.'s common stock is listed on the
NASDAQ Global Market where it trades under the symbol "OCNF".

                          About Ocean Rig

Ocean Rig is an international offshore drilling contractor
providing oilfield services for offshore oil and gas exploration,
development and production drilling, and specializing in the
ultra-deepwater and harsh-environment segment of the offshore
drilling industry.  Ocean Rig owns and operates 9 offshore ultra
deepwater drilling units, comprising of 2 ultra deepwater
semisubmersible drilling rigs and 7 ultra deepwater drillships, 5
of which remain to be delivered to the company during 2011 and
2013.  Ocean Rig's common stock currently trades on the OTC market
maintained by the Norwegian Association of Stockbroking Companies
under the symbol "OCRG."

                        About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of Dec.
31, 2009, its negative working capital position and other matters
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2011, showed
US$6.99 billion in total assets and US$3.04 billion in total
liabilities.


DULCES ARBOR: Wants to Obtain DIP Loan to Pay Pierce & Little
-------------------------------------------------------------
Dulces Arbor, S. de R.L. de C.V., asks the U.S. Bankruptcy Court
for the Western District of Texas for authorization to obtain
postpetition financing on a senior-lien secured basis.

The Debtor proposes to use the loan to pay El Paso firm of Pierce
& Little, P.C., to prosecute the turnover and patent infringement
action.

Dulces Arbor needs to file a turnover complaint for the patent
infringement, against the occupant of the 330,000 plant and its
affiliates-including two U.S. citizens and four U.S. corporations-
who have systematically and oppressively acted together to deprive
Dulces Arbor of its property, its rent, its past-due rent, and the
value of the patent.  If Dulces Arbor-which has its own U.S.
affiliates-can recover those assets, it will be a relatively
simple matter for Dulces Arbor to pay its creditors over a
reasonable period of time through a Chapter 11 Plan.

Dulces Arbor accordingly has no income at the present time.  The
insider debt-about $5,257,046 - is for loans to the company, from
U.S. entities, that have kept Dulces Arbor afloat while the
turnover defendants have been pocketing the Debtor's income.  The
effort to recover the present and past rents and patent damages,
through turnover and Title 35 litigation, is expected to yield the
income to make a full payout Plan feasible.  Dulces Arbor must
borrow the money to pay for that litigation, and other
administrative expenses.  Dulces Arbor has sources of that
borrowing, who insist on having senior secured claims for the sums
they loan to the Debtor.

The persons who are willing to lend to the Debtor are four
insiders: Raymond Ducorsky, who is Dulces Arbor's sole
administrator; Raymond Ducorsky's eldest son Mark Ducorsky, who is
acting as assistant to the sole administrator; Raymond Durcorsky's
younger son Brad Ducorsky; and an affiliate known as Blueberry
Sales, L.L.P., a Delaware limited liability partnership.  The
percentages in which they will lend have not been worked out yet,
but will be, as the funds to be loaned are needed.

The loans are to be secured on a senior-lien basis by rent and
past-due rent owed to the Debtor for the use of its 330,000-
square-foot building at 1810 Magneto in Ciudad Juarez, Mexico.

Those rents have not been collectible for over three years.  They
accrue, however, at over $132,000/month, and the purpose of the
turnover litigation is to collect those rents.

The litigation to be brought by Dulces Arbor would be beneficial
for the estate and its creditors alike, including MAPLE, because
MAPLE has been no more able to collect the rent than Dulces Arbor
has.

The grant of a senior lien on the rents (1) will not prejudice
MAPLE, assuming its asserted lien is valid.  MAPLE is getting no
rent upon any claim of assignment, and success by the Debtor in
the turnover litigation, appears to be a MAPLE's best chance of
changing that set of conditions.  MAPLE's allegedly secured claim
is scheduled (albeit in a disputed status) by the Debtor in an
amount of $2,750,000.  The real property is scheduled at a value
of $12.5 million. The past-due rents are scheduled at over
$7.1 million.  MAPLE has asserted another claim against Dulces
Arbor, in what appears to be a grossly-exaggerated amount of
approximately $9 million.  Even if that claim turns out to be
owed, in such an amount, the scheduled assets Dulces Arbor seeks
to recover, exceed that amount.

        Loan with Ducorskys And Dulces Blueberry, L.L.P.

Dulces Arbor also wishes to be able to borrow on a senior lien
secured basis from the Ducorskys And Dulces Blueberry, L.L.P. to
pay the attorney's fees of its Mexican counsel Roberto Renteria.
The hiring of Mr. Renteria will be the subject of a separate
application.  Dulces Arbor wishes to use him, is a determination
of the validity, priority, and extent of the secured claims of
MAPLE-not to try to defeat them entirely as debts, but to accord
them their due rank and amount in this case.  It is role is no
different in that regard than Debtors' counsel's role is,
generally.

The anticipated benefits of Mr. Renteria's services would greatly
improve the recovery prospects of other creditors, that, when
considered alongside the equity cushion in 1810 Magneto, the use
of rent moneys to back the advances to pay for his services, is
fair.

The Debtor prays for authority to borrow from the Ducorskys And
Dulces Blueberry, L.L.P., in amounts as they are respectively able
to advance, on a senior lien basis, such advances to be secured by
a senior lien upon the first $30,000 per month of the monthly rent
to be recovered from 1810 Magneto, Ciudad Juarez, Mexico.

                        About Dulces Arbor

Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican corporation that has been doing business for years in
the greater El Paso-Ciudad Juarez area.  It filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on June 22, 2011.
Judge Leif M. Clark presides over the case.

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 Raymond Ducorsky, sole administrator.  Mr. Ducorsky
is also its largest unsecured creditor with a $2,300,000 claim.


DYNEGY INC: Judge Denies Creditors' Bid to Block Restructuring
--------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that a Delaware judge
on Friday refused to block Dynegy Inc.'s $1.7 billion
restructuring plan, denying a bid by two Public Service Enterprise
Group Inc. subsidiaries who objected to the proposed overhaul.

                       About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                          Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                       Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at March 31, 2011, showed $9.82
billion in total assets, $7.15 billion in total liabilities and
$2.67 billion in total stockholders' equity.

Ernst & Young LLP, in Houston, said Dynegy projects that it is
likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                         *     *     *

In July 2011, Moody's downgraded Dynegy Holdings' probability of
default rating to 'Ca' from 'Caa3'.  "The downgrade of DHI's PDR
and senior unsecured notes to Ca reflects the increased likelihood
of a distressed debt exchange transaction occurring within the
next several months following announcement of a corporate
reorganization that seeks to modify asset ownership within DHI
through the formation of several wholly-owned subsidiaries", said
A.J. Sabatelle, Senior Vice President of Moody's. "Separate
financing arrangements being established at these subsidiaries
will have annual limits placed on the amount of cash flow that can
be paid to their indirect parent, which Moody's believes raises
default prospects for DHI's senior unsecured notes and the
company's lease", added Mr. Sabatelle.


EASTMAN KODAK: To Sell Key Patents; Adopts Poison Pill
------------------------------------------------------
Dana Mattioli, writing for The Wall Street Journal, reports that
the planned sale of Eastman Kodak Co.'s patent portfolio will
include a key patent for previewing photographs, which is
currently being litigated against Apple Inc. and Research In
Motion Ltd.  Kodak will also sell patents that it is litigating
against Shutterfly Inc.

The Journal relates Kodak hopes to use losses from prior years to
offset any taxes on a sale of patents.  On Monday, Kodak said it
had adopted an anti-takeover plan that would flood the market with
preferred stock if any party acquires more than 4.9% of Kodak's
shares.   Kodak made the move to protect the value of those
carried losses.  Kodak's ability to use the losses would be
limited in the event of a change in control of the company.

A person familiar with the matter told the Journal Kodak is
concerned an investor might try to gain control of the patents --
which could be worth more than the company's market value of $650
million -- by buying up a big stake in Kodak itself.

As reported by the Troubled Company Reporter on July 25, Kodak
announced it is exploring strategic alternatives related to its
digital imaging patent portfolios, a move reflecting the current
heightened market demand for intellectual property.  Kodak's
portfolios include more than 1,100 U.S. patents pertaining to
capturing, processing, storing, organizing, editing, and sharing
digital images, as well as imaging monetization applications,
which are fundamental to the digital imaging industry.  Those
patents represent approximately 10% of Kodak's total U.S. patent
portfolio.

To assist in this effort, Kodak has retained Lazard LLC as its
adviser.  As the effort proceeds, Kodak will continue to pursue
its successful patent licensing program as well as all litigation
related to its digital imaging technology.

According to the Journal, the move makes clear Kodak's eagerness
to raise cash after two straight quarters in which patent
litigation income dried up, contributing to losses.

"The patents are part of the 1,100 but not necessarily part of any
future deal simply because we are so early in the process," said
Kodak spokesman Gerard Meuchner, according to the Journal.

The Journal recounts Kodak settled image-preview suits and signed
licenses with 32 companies.  The company raised $550 million
settling lawsuits over image previewing with Samsung Electronics
Co. in 2010 and $400 million with LG Electronics Inc. in 2009.

The Journal relates Kodak's decision to sell its patents follows a
$4.5 billion patent sale by Nortel Networks Corp.  Lazard also
advised Nortel on its sale.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

The Company's balance sheet at March 31, 2011, showed
$5.88 billion in total assets, $7.15 billion in total liabilities,
and a $1.27 billion total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak.  The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.

In March, Moody's Investors Service demoted Kodak's corporate
rating to Caa1 coupled with a judgment the company "could" consume
$600 million to $700 million in cash during 2011.  Moody's noted
that Kodak has no material debt maturities until November 2013.


EASTMAN KODAK: Incurs $179 Million Net Loss in June 30 Quarter
--------------------------------------------------------------
Eastman Kodak Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
attributable to the company of $179 million on $1.48 billion of
total net sales for the three months ended June 30, 2011, compared
with a net loss of $168 million on $1.55 billion of total net
sales for the same period a year ago.  The Company also reported a
net loss attributable to Eastman Kodak Company of $425 million on
$2.80 billion of total net sales for the six months ended June 30,
2011, compared with a net loss attributable to Eastman Kodak
Company of $49 million on $3.47 billion of total net sales for the
same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $5.33 billion
in total assets, $6.75 billion in total liabilities and a $1.42
billion total deficit.

"We are enjoying success in our new growth businesses, as well as
the challenges typical in the creation of new businesses based on
revolutionary new technologies," said Antonio M. Perez, Chairman
and Chief Executive Officer, Eastman Kodak Company.  "We have
ambitious goals for our growth businesses, and thus far have
achieved impressive results against the industry.  Revenue growth
in these businesses is accelerating, with second-quarter 2011
growth more than double the year-ago period.  We are also on track
this year to once again double ink gross profit dollars in our
Consumer Inkjet business, and we're enjoying strong customer
demand for KODAK PROSPER Presses."

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

                        http://is.gd/qds0Mo

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak.  The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.

In March, Moody's Investors Service demoted Kodak's corporate
rating to Caa1 coupled with a judgment the company "could" consume
$600 million to $700 million in cash during 2011.  Moody's noted
that Kodak has no material debt maturities until November 2013.


FIRST FEDERAL: Reports $2.2 Million Net Loss in Q2 Ended June 30
----------------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $2.2 million on
$4.1 million of net interest income for the three months ended
June 30, 2011, compared with net income of $637,000 on
$5.1 million of net interest income for the same period of 2010.

Noninterest income totaled $1.3 million for the three months ended
June 30, 2011, compared with $1.9 million for the same period last
year.

The Company reported a net loss of $3.7 million on $8.5 million of
net interest income for the six months ended June 30, 2011,
compared with net income of $1.5 million on $10.8 million of net
interest income for the six months ended June 30, 2010.

Noninterest income totaled $3.0 million for the six months ended
June 30, 2011, compared with $3.7 million for the same period last
year.

The Company's balance sheet at June 30, 2011, showed
$616.3 million in total assets, $533.2 million in total
liabilities, and stockholders' equity of $83.1 million.

As reported in the TCR on March 22, 2011, BKD, LLP, in Little
Rock, Arkansas, expressed substantial doubt about First Federal
Bancshares of Arkansas' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has experienced significant losses in
recent years and has significant levels of nonperforming assets.
Furthermore, the Company has entered into a written agreement with
the Office of Thrift Supervision which requires the Company to
meet certain capital requirements by Dec. 31, 2010, which were not
met.

    Now in Compliance With Capital Requirements of Bank Order

The Bank Order specifically required the Bank to achieve and
maintain, by Dec. 31, 2010, a Tier 1 (Core) Capital Ratio of at
least 8.0% and a Total Risk-Based Capital Ratio of at least 12.0%
and maintain these higher ratios for as long as the Bank Order is
in effect.  At Dec. 31, 2010, the Company did not meet these
requirements.  After completion of the Recapitalization in the
second quarter of 2011, the Company and the Bank are in compliance
with the capital requirements of the Orders.

A copy of the Form 10-Q is available at http://is.gd/cSEGDL

            About First Federal Bancshares of Arkansas

Harrison, Arkansas-based First Federal Bancshares of Arkansas,
Inc. (NASDAQ: FFBH) -- http://www.ffbh.com/-- is a unitary
savings and loan holding company for First Federal Bank.  The Bank
is a community bank serving consumers and businesses in
Northcentral and Northwest Arkansas with a full range of checking,
savings, investment, and loan products and services.  The Bank,
founded in 1934, conducts business from 18 full-service branch
locations, one stand-alone loan production office, and 29 ATMs
located in Northcentral and Northwest Arkansas.


FIRST PHYSICIANS: Rural Hospital Inks Pacts to Acquire SPMC
-----------------------------------------------------------
Rural Hospital Acquisition, LLC, a wholly owned indirect
subsidiary of First Physicians Capital Group, entered into a stock
purchase agreement and an asset purchase agreement with Southern
Plains Associates II, LLC, for the purchase/sale of Southern
Plains Medical Center Inc., and the medical records associated
with SPMC.

Upon closing, SPA II did deliver to the company two notes totaling
$2,150,000 as consideration for the purchase of SPMC.  The notes
have a term of 10 years and will bear interest at a rate of 5%.
Further as a condition of the stock purchase agreement and asset
purchase agreement, SPA II did deliver to the company a buyer's
members' guarantee and a company guarantee.

In conjunction with the stock purchase agreement, Southern Plains
Associates, a fifty percent owed partnership between First
Physicians Realty Group, LLC, and a wholly owned direct subsidiary
of the Company and Capital Investors of Oklahoma, LLC, entered
into a Real Estate Purchase Agreement for the purchase/sale of the
SPMC real estate.  As consideration for the purchase/sale of the
SPMC real estate SPA II assumed the current mortgage with First
Liberty Bank and caused First Liberty Bank to release all
guarantees of said mortgage by the Company and the Company's
subsidiaries.  At closing the mortgage had a remaining principal
balance of $4,560,982.

Upon closing, SPA II also assumed two equipment loans from the
company with a remaining principal balance of $198,784 and bearing
interest rates of 6.75%.  These loans were held by First State
Bank in Oklahoma.

                       About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.

The Company's balance sheet at Dec. 31, 2010, showed $24.6 million
in total assets, $28.9 million in total liabilities, $191,000 in
non-redeemable preferred stock, $12.2 million in redeemable
preferred stock, and a stockholders' deficit of $16.7 million.

As reported in the Troubled Company Reporter on Feb. 21, 2011,
Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about First Physicians Capital Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has experienced recurring losses from operations.


FIRST PHYSICIANS: Completes Transition to BPO Provider
------------------------------------------------------
First Physicians Capital Group, Inc., said it has essentially
completed its conversion/transition from an owner-operator of
healthcare providers and facilities to a provider of BPO and
related services to the rural healthcare sector.  In addition, the
Company is also exploring the divesture of its real estate
holdings, consistent with its strategy of maintaining an "asset-
light" business model going forward.

FPCG has sold SPMC clinic to a consortium of local healthcare
investors in a stock and asset sale transaction.  The buyer issued
a promissory note and assumed certain trade payables and accrued
liabilities as consideration for the sale.  The buyer also
purchased FPCG's ownership in the clinic real estate through
assumption of the mortgage on the facility and release of all FPCG
corporate guarantees.  There was no cash component to the
transaction.  The transaction was signed in July 2011.

In July 2011, FPCG entered into a non-binding LOI for the buyout
of its stake in OSDM by physician partners at OSDM.  The
consideration is expected to be a combination of cash and notes.
The Company has received an initial "good-faith" cash deposit
toward the transaction consideration. The transaction is expected
to close within 90 days.

The Company is currently exploring the sale of a remaining small
family practice clinic in its Oklahoma portfolio of assets to a
local physician partner.  The sale of this final remaining asset
would complete FPCG's divestiture of all hospital and clinic
operating assets in Oklahoma.  The Company continues to hold
ownership interests in hospital real estate assets, for which it
is also exploring potential sale or financing opportunities.

The Company has been working with its legal counsel and bankers to
evaluate potential strategies with respect to a recapitalization
or sale of the Company.  Among the strategies that have been
explored are a management buyout or sale to a financial buyer, a
leveraged recapitalization of the Company, a full or partial sale
to a corporate buyer, and a share repurchase program.  The Company
has initiated discussions with various potential buyers, lenders,
and investors.  If and when a potential buyer or capital partner
is chosen, the Company's legal counsel will provide appropriate
information to shareholders regarding any potential transaction.

                      About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.

The Company's balance sheet at Dec. 31, 2010, showed $24.6 million
in total assets, $28.9 million in total liabilities, $191,000 in
non-redeemable preferred stock, $12.2 million in redeemable
preferred stock, and a stockholders' deficit of $16.7 million.

As reported in the Troubled Company Reporter on Feb. 21, 2011,
Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about First Physicians Capital Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has experienced recurring losses from operations.


GENERAL MARITIME: Incurs $23.95 Million Net Loss in Q2
------------------------------------------------------
General Maritime Corporation reported a net loss of $23.95 million
on $53.56 million of net voyage revenues for the three months
ended June 30, 2011, compared with a net loss of $14.31 million on
$61.02 million of net voyage revenues for the same period during
the prior year.  The Company also reported a net loss of $55.49
million on $112.54 million of net voyage revenues for the six
months ended June 30, 2011, compared with a net loss of $23.38
million on $126.90 million of voyage expenses for the same period
a year ago.

The Company's balance sheet at June 30, 2011, showed $1.78 billion
in total assets, $1.46 billion in total liabilities and $339.32
million in shareholders' equity.

John Tavlarios, President and Chief Executive Officer of General
Maritime Corporation, commented, "General Maritime has continued
to take important steps to strengthen its balance sheet and
capital structure, which has enhanced the Company's ability to
operate in a challenging market environment and improved its
future prospects.  During the second quarter and into the current
third quarter, General Maritime has completed a number of
important transactions aimed at increasing the company's liquidity
and financial flexibility.  We have also continued to implement
our flexible deployment strategy in order to provide a level of
stability in the Company's results and position General Maritime
to benefit from future rate increases.  Consistent with this
important objective, we entered seven VLCCs in Seawolf Tankers, a
commercial pool of VLCCs managed by Heidmar, one of the world's
leading commercial operators of tankers.  We are pleased to be a
founding member of the Seawolf Tanker Pool, which we believe will
provide both operational and financial benefits to the Company
intended to maximizing earnings, achieving economies of scale and
reducing our working capital requirements."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/N4sYb8

                     About General Maritime Corp.

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

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

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

                          *     *     *

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

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

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


GLC LIMITED: Donnan Denies All Allegations of Wrongdoing
--------------------------------------------------------
Michael D. Abernethy at Times-News reports that Edward Tolley,
attorney of Jim Donnan, denies all allegations of wrongdoing or
knowledge of wrongdoing in response to the complaint filed by GLC
Limited in the U.S. Bankruptcy Court for the Middle District of
Georgia on July 15, 2011.  Neither Mr. Donnan, nor his wife have
been charged with any crime.

The Donnans deny any wrongdoing and also deny that they had
knowledge of how GLC operated. The answer states that the
Crabtrees "were solely responsible for the assets and operation of
GLC." In the document, the Donnans also deny investing $5.4
million into the liquidation company.

According to the report, in the complaint Mr. Donnan is accused of
defrauding investors of more than $27.7 million as the head of a
Ponzi scheme in a complaint filed earlier this month.  Mr. Donnan
is also accused of funneling $14.5 million from GLC Limited to
himself and his family between 2007 and 2010.  Mr. Donnan's wife,
Mary Donnan, is also named as a defendant in the suit.

GLC Limited alleged that Mr. Donnan began representing himself to
third-parties as an officer of GLC and "is substantially, if not
principally, responsible for the initiation and operation of a
far-reaching Ponzi scheme" that led GLC to bankruptcy while
enriching himself and his family.  GLC asked the court for a
preliminary injunction to prevent the Donnans from dissipating or
liquidating any cash, property or assets in their own bankruptcy
case before GLC's claims are resolved.

In addition, GLC alleged that Mr. Donnan was the first to invest
in GLC and began recruiting other investors, using money infused
by new investors to pay 50 to 70 percent interest to old
investors.  According to court documents, investors put more than
$81.9 million into GLC between 2007 and 2010 but only about $12
million was used to purchase GLC's inventory.

The suit claims GLC made 293 transfers totaling more than $14.5
million to the Donnans and their family.

                        About James Donnan

James "Jim" Donnan, III is a former University of Georgia football
coach and ex-ESPN college football analyst.  Donan and his wife,
Mary, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 11-
31083) on July 1, 2011.

The filing came after Jim Donnan offered to pay back creditors
roughly $5 million.  The creditors wanted $8.25 million from the
Donnans.

                        About GLC Limited

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

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

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


GLOBAL CROSSING: Incurs $34 Million Net Loss in Second Quarter
--------------------------------------------------------------
Global Crossing Limited reported a net loss of $34 million on $692
million of revenue for the three months ended June 30, 2011,
compared with a net loss of $47 million on $630 million of revenue
for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.28 billion
in total assets, $2.83 billion in total liabilities, and a
$548 million total shareholders' deficit.

"Strong demand and continued enterprise-wide focus on customer
experience drove solid progress toward the achievement of our
annual guidance," said John Legere, chief executive officer of
Global Crossing.  "We are building strong operating momentum as we
prepare for our strategic combination with Level 3."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/CpNFcD

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                          *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.


GLOBAL SHIP: To Hold Annual Meeting of Shareholders on Aug. 31
--------------------------------------------------------------
Global Ship Lease, Inc., notified its shareholders of an annual
meeting of shareholders which will be held at the Company's
administrative office at Portland House, Stag Place, London SW1E
5RS on Aug. 31, 2011, at 3:00 p.m. local time, and related
materials.

At the Meeting, shareholders of the Company will consider and vote
upon these proposals:

   1. To elect one Term III Director to serve until the 2014
      Annual Meeting of Shareholders;

   2. To ratify the appointment of PricewaterhouseCoopers Audit,
      as the Company's independent public accounting firm for the
      fiscal year ending Dec. 31, 2011; and

   3. To transact other business as may properly come before the
      meeting or any adjournment thereof.

Adoption of both Proposal One and Proposal Two requires the
affirmative vote of a majority of the votes cast by shareholders
present in person or by proxy and entitled to vote at the Meeting,
provided that a quorum is present.

                       About Global Ship Lease

London-based Global Ship Lease (NYSE: GSL, GSL.U and GSL.WS)
-- http://www.globalshiplease.com/-- is a containership charter
owner.  Incorporated in the Marshall Islands, Global Ship Lease
commenced operations in December 2007 with a business of owning
and chartering out containerships under long-term, fixed rate
charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately $77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.

The Company reported a net loss of $3.97 million on
$158.84 million of time charter revenue for the year ended
Dec. 31, 2010, compared with net income of $42.37 million on
$148.71 million of time charter revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
US$972.14 million in total assets, US$636.60 million in total
liabilities and $335.54 million in total stockholders' equity.


GRUBB & ELLIS: CDCF II Discloses 8.9% Equity Stake
--------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, CDCF II GNE Holding, LLC, and its affiliates
disclosed that they beneficially own 6,838,878 shares of common
stock of Grubb & Ellis Company representing 8.9% of the shares
outstanding.  As previously reported by the TCR on April 29, 2011,
CDF II disclosed 8.76% equity stake.  A full-text copy of the
filing is available for free at http://is.gd/epT0LT

                    About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.

The Company's balance sheet at March 31, 2011, showed $256.53
million in total assets, $242.77 million in total liabilities,
$92.97 million in 12% cumulative participating perpetual
convertible preferred stock, and a $79.22 million total deficit.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.


HARVEST OAKS: LNR Partners Loses Bid to Resume Foreclosure
----------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied the request of
CSMC 2006-C5 Strickland Road, LLC, through its special servicer,
LNR Partners, LLC, to lift the automatic stay in the bankruptcy
case of Harvest Oaks Drive Associates, LLC, in a July 26, 2011
Order, a copy of which is available at http://is.gd/1Vvbn7from
Leagle.com.

CSMC holds a security interest in the debtor's shopping center in
Raleigh, North Carolina, as well as in the debtor's leases and
rent proceeds. CSMC seeks relief from the automatic stay to resume
foreclosure on the property, contending that the stay should be
lifted because the debtor does not have equity in the property,
and the property is not necessary to an effective reorganization.
The debtor has stipulated that as of the time of the hearings, it
has no equity in the property.  As to whether the property is
necessary for an effective reorganization, CSMC asserts that the
debtor has no realistic chance of reorganizing within a reasonable
time and that the debtor is incapable of confirming any plan over
its objection. According to CSMC: 1) despite having had a
reasonable time to increase occupancy and income to levels
sufficient to confirm a plan, the debtor has not done so, and 2)
the debtor cannot treat CSMC as fully secured over its objection.
CSMC contends it not only has the right to elect to be treated as
fully secured under 11 U.S.C. Sec. 1111(b), but may also elect to
have its claim bifurcated into secured and unsecured claims
representing the debt balance up to the collateral's value and any
deficiency, respectively.  Since the debtor may not prevent CSMC
from having an unsecured claim, CSMC contends it will control the
voting of the impaired classes in any plan -- because it is the
only secured creditor and is the largest unsecured creditor -- and
the debtor will not be able to satisfy Sec. 1129(a)(10).

On the other hand, the debtor contends that it has worked to
retain existing tenants and has entered into several leases for
new tenants, achieving an occupancy rate of 76% in March 2011,
which had increased to 85%-87% as of the June 9, 2011 hearing.
The debtor expects to reach 95% occupancy by the time of the
confirmation hearing.  Given these new developments, the debtor
asserts that the resulting increase in income and property value
will allow for a feasible plan that is confirmable with minimal
modifications.  With regard to CSMC's Sec. 1111(b) argument, the
debtor counters that if CSMC has an unsecured claim, that claim
may be classified separately from other unsecured creditors, as it
is not substantially similar to the general unsecured claims.  The
debtor further asserts that CSMC may be fully secured by the time
of confirmation, based on anticipated additional leases, which
would not only support feasibility, but would also eliminate
CSMC's purported option to elect bifurcated treatment under Sec.
1111(b), thereby removing the alleged absolute bar to
confirmation.  According to the debtor, its prospects for a
confirmable plan satisfy its burden of proof as to CSMC's motion
to lift the stay, whether or not the current classification and
treatment of CSMC's claim in one class is proper.

                        About Harvest Oaks

Harvest Oaks Drive Associates, LLC, owns a shopping center located
at 9650 Strickland Road and 8801 Lead Mine Road, in Raleigh, North
Carolina.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.C. Case No. 10-03145) on April 21, 2010.  Trawick H
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company
in its restructuring effort.  In its schedules, the Company
disclosed $15,832,000 in assets and $14,634,161 in debts.


HAWAII MEDICAL: Combined Hearing on Plan on Aug. 31
---------------------------------------------------
Hawaii Medical Center, Inc., et al., filed together with their
bankruptcy petitions a prepackaged plan of reorganization and a
proposed disclosure statement with the U.S. Bankruptcy Court for
the District of Hawaii.

The Plan contemplates the restructuring of the Debtors' capital
structure, by reducing the Debtors' debt and increasing their
liquidity through a new $15 million secured revolving Credit from
MidCap Financial, LLC, and a cash infusion of up to $5.2 million
from St. Francis Healthcare System of Hawaii.

The relevant information on the Confirmation Hearing and the
Objection Deadline are:

     Objection Deadline                  : Aug. 17, 2011
     Reply and Brief in Support Deadline : Aug. 24, 2011
     Confirmation Hearing                : Aug. 31, 2011, at
                                           9:30 a.m. (Hawaii Time)

Administrative Claims will be paid in full; Priority Tax Claims
will be paid in full over time.

The Allowed MidCap Secured Claim -- $7,676,496, plus all
applicable interest, fees (including the MidCap Early Termination
Claim) and costs -- will receive in cash, with the proceeds of
Exit Facility, an amount equal to (i) the Allowed MidCap Secured
Claim, less (ii) the sum of (a) all amounts received by MidCap and
applied to permanently reduce the MidCap Secured Claim on or
before the Effective Date and (b) the MidCap Early Termination
Claim.  Estimated recovery is less than 100%.

The Allowed St. Francis Secured Claim will be allowed in the
principal amount of $39,175,278, plus all applicable interest,
fees and costs.  In full satisfaction of the claim, (a) the St.
Francis Designees will receive fee title to the Transferred Real
Properties; and (b) each of HMC, HMCE, and HMCW will merge with
and into the Reorganized Debtors, which consist of existing
subsidiaries of St. Francis.

Other Secured Claims, and Other Priority Claims are unimpaired
under the Plan and will either be paid in full or reinstated,
receiving a 100% recovery.

General Unsecured Claims, estimated at approximately $22 million,
will receive a 0% recovery, will not receive any distribution, and
will be discharged.  Intercompany Claims will likewise have a 0%
recovery.

All Interests in the Debtors will be canceled and will not receive
any distribution.

                    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.  Christopher J.
Muzzi, Esq., at Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu,
Hawaii; Shawn M. Riley, Esq., Paul W. Linehan, Esq., and John A.
Polinko, Esq., at McDonald Hopkins LLC, in Cleveland, Ohio, serve
as the Debtors' counsel.  The Debtors' financial advisors are
Scouler & Company, LLC.  The petitions were signed by Kenneth J.
Silva, member of the board of directors.  In its schedules, Hawaii
Medical Center disclosed $74,713,475 in assets and $91,112,280 in
liabilities.

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: Authorized Common Shares Hiked to 1.8 Billion
-----------------------------------------------------------
HCA Holdings, Inc.'s Board of Directors approved an increase in
the number of authorized shares to 1,800,000,000 shares of common
stock and a 4.505-to-one split of the Company's issued and
outstanding common stock.  The increase in the authorized shares
and the stock split became effective on March 9, 2011.  All common
share and per common share amounts in the Company's 2010
Consolidated Financial Statements and Related Financial Data have
been updated to reflect the 4.505-to-one split.

A full-text copy of the Form 8-K filing is available for free at:

                        http://is.gd/GMqr7L

                           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.

The Company's balance sheet at March 31, 2011, showed
$23.81 billion in total assets, $31.59 billion in total
liabilities, and a $7.78 billion stockholders' deficit.

                          *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) to B1
from B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HCA HOLDINGS: To Issue $5 Million of Senior Notes
-------------------------------------------------
HCA Inc. filed with the U.S. Securities and Exchange Commission a
free writing prospectus relating to the issuance of $3,000,000,000
6.50% Senior Secured Notes due 2020 and $2,000,000,000 7.50%
Senior Notes due 2022.

The Company estimates that the net proceeds from the offering,
after deducting underwriter discounts and commissions and
estimated offering expenses, will be approximately $4,943,750,000.

The Company intends to use the net proceeds from the notes
offered, together with $300 million of borrowings under the
Company's asset-based revolving credit facility, to redeem and
repurchase all of (i) the $1.578 billion outstanding 9 5/8%/10
3/8% second lien toggle notes due 2016 and (ii) the $3.2 billion
outstanding 9 1/4% second lien notes due 2016 and (iii) for
related fees and expenses.

Joint Book-Running Managers are:

            J.P. Morgan Securities LLC
            Barclays Capital Inc.
            Merrill Lynch, Pierce, Fenner & Smith Incorporated
            Citigroup Global Markets Inc.
            Deutsche Bank Securities Inc.
            Wells Fargo Securities, LLC

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

                        http://is.gd/K5VsM4

                          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.

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.

                           *     *     *

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 INC: Fitch Says Upgrade of Unsecured Debt Possible
------------------------------------------------------
Fitch Ratings notes that HCA Inc. significantly upsized its note
sale of July 26, ultimately issuing $3 billion 6.5% first-lien
secured notes due 2020 and $2 billion 7.5% HCA Inc. senior
unsecured notes due 2022. Fitch rates HCA's first lien notes
'BB+/RR1' and the HCA Inc. unsecured notes 'B/RR5'. These ratings
and the company's 'B+' issuer default rating (IDR) are not
immediately affected by the upsizing of the note sale.

The company plans to use the proceeds of the $5 billion note
offering to redeem high coupon second secured lien debt. This
includes the entire amount of the $1.578 billion 9.625%/10.375%
toggle notes due 2016 and the $3.2 billion 9.25% cash pay notes
due 2016. In June 2011 HCA redeemed $1.1 billion of its second
lien secured notes with proceeds from its initial public offering.
Following the planned note calls, very little second lien secured
debt will remain in the capital structure.

Upon redemption of this debt, Fitch will likely upgrade the rating
on the HCA Inc. unsecured debt by one-notch, to 'B+/RR4', due to
improved recovery prospects for those noteholders. HCA's other
ratings will probably be maintained at the current levels. A full
list is included at the end.

Rating Rationale

   -- Recent balance sheet improvement through extension of 2012-
      2013 bank debt maturity wall and pay down of high coupon
      debt with 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.

Fitch has these ratings:

HCA, Inc.

   -- IDR 'B+';

   -- Senior Secured cash flow credit facilities 'BB+/RR1';

   -- Senior Secured First lien notes 'BB+/RR1';

   -- Senior Secured Second lien notes 'BB+/RR1';

   -- Senior Unsecured notes 'B/RR5'.

HCA Holdings Inc.

   -- IDR 'B+';

   -- Senior Unsecured Notes 'B-/RR6'.


HEARUSA INC: Siemens Hearing Submits Highest Bid for Firm
---------------------------------------------------------
HearUSA, Inc. disclosed that Audiology Distribution, LLC, a wholly
owned subsidiary of Siemens Hearing Instruments, Inc. submitted
the highest and best bid for the purchase of substantially all of
the assets of the company in the July 29, 2011 Section 363 auction
conducted under bidding procedures established for HearUSA's
Chapter 11 bankruptcy proceedings.  The U.S. Bankruptcy Court for
the Southern District of Florida, West Palm Beach Division
approved the sale.  The company expects to close the transaction
within 30 days of the final sale order.

The bid by Audiology Distribution includes aggregate consideration
of approximately $129 million plus a waiver by Siemens of
distribution on 6.4 million shares of HearUSA common stock owned
by Siemens.  For purposes of the bidding, the company estimated
the value of the waiver of distribution to be in the range of $6.0
to $7.0 million, subject to final reconciliation of assumed
liabilities, excluded liabilities, taxes and common stock dilution
effects of the transaction.  The estimated $129 million purchase
price is comprised of $66.8 million in cash, which includes
repayment or assumption of the $10 million debtor-in-possession
(DIP) financing provided by the stalking horse bidder, William
Demant Holdings A/S, plus the payment of cure costs for assumed
contracts, the assumption of various liabilities of the company
and certain of its subsidiaries and the assumption of the
company's existing supply agreement with Siemens.  It is expected
that the cash portion of the purchase price in excess of the
repayment or assumption of the DIP financing will be used to pay
the company's remaining unsecured creditor claims and wind up
costs of the company, with the balance to be distributed to equity
holders of the company.

In connection with the auction, HearUSA and Audiology Distribution
entered into an asset purchase agreement that was filed with the
bankruptcy court today and the subject of the court's sale order
issued.

HearUSA is being advised by Sonenshine Partners LLC, financial
advisors, Berger Singerman, bankruptcy counsel, and Development
Specialists, Inc., restructuring advisors.


HEATHERWOOD HOLDINGS: Covenant Restricts Use of Golf Course
-----------------------------------------------------------
Bankruptcy Judge Tamara O. Mitchell held that Heatherwood
Holdings, LLC's golf course property is subject to an implied
restrictive covenant which restricts the property to use as a golf
course.  Accordingly, the Court said the relief requested in the
Debtor's complaint to sell real estate free and clear of liens,
interests and encumbrances is due to be denied.  HGC Inc. opposed
the Debtor's request, asserting that there is an express
restrictive covenant running with the property, as well as an
implied restrictive covenant which restricts the use of the
property to use as a golf course.  The case is Heatherwood
Holdings, LLC, v. First Commercial Bank, Jonathan L. Kimerling,
HGC, Inc., Adv. Proc. No. 09-00017 (Bankr. N.D. Ala.).  A copy of
the Court's July 26, 2011 Amended Memorandum Opinion is available
at http://is.gd/ZSoBRLfrom Leagle.com.

Heatherwood Holdings LLC is a real estate development in Shelby
County, Alabama, which consists of residential lots and a golf and
country club.  HH began having financial problems and in late 2008
notified the former owner HGC Inc., that the golf course was about
to cease operation.  HH filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ala. Case No. 09-00076) on Jan. 6, 2009, seeking to
sell the property for any use, not limited to the golf course.
HGC, which was formed by members of the Heatherwood golf
course/club and homeowners in the area, objected, alleging there
is an implied restrictive covenant that limits use of the
property.  Charles Denaburg, Esq., and Steven Altmann, Esq. --
saltmann@najjar.com -- at Najjar Denaburg, P.C., serve as the
Debtor's bankruptcy counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Jonathan L. Kimerling, the Debtor's
manager.

Counsel for HGC are:

          Lee Benton, Esq.
          Amy Hazelton, Esq.
          BENTON & CENTENO
          2019 3rd Ave. North
          Birmingham, AL 35203
          Tel: 205-278-8000
          Fax: 205-278-8008
          E-mail: lbenton@bcattys.com
                  ahazelton@bcattys.com


HIDDEN VALLEY: N.J. Appeals Court Rules on Ex-Employees' Suit
-------------------------------------------------------------
The Superior Court of New Jersey, Appellate Division, affirmed a
lower court decision in the case, Steven Jecker and Laura Jecker,
Plaintiffs-Appellants, v. Hidden Valley, Inc., Donald Begraft,
David Baron and Daniel Grund, Defendants-Respondents, No. A-3898-
09T3 (N.J. Super Ct.), in an eight-page decision dated July 26,
2011, a copy of which is available at http://is.gd/PSKTzTfrom
Leagle.com.  Judge Carmen Messano, J.A.D., who wrote the opinion,
said, "We affirm for reasons other than those expressed by the
trial judge.  The appellate panel consists of Judges Messano,
Philip S. Carchman and Ronald Graves.

The litigation had its genesis when plaintiffs filed lawsuits
against Hidden Valley and Mr. Begraft in 1998.  Both plaintiffs
had been employed by Hidden Valley, a ski resort in Vernon, and
alleged that the corporation and Mr. Begraft, its sole shareholder
and president, breached an employment agreement with Steven
Jecker, failed to pay Laura Jecker sales commissions, and failed
to repay loans made to Hidden Valley.  The case was tried to a
jury and verdicts against Hidden Valley were returned on Jan. 28,
2003.  The Defendants moved for a new trial, and, on Dec. 12,
2003, the judge granted the motion and vacated the verdicts.  The
parties then agreed to arbitrate their dispute.

On Dec. 3, 2007, the Plaintiffs filed the present suit alleging
that while the underlying dispute was pending, Mr. Begraft caused
the assets of Hidden Valley to be transferred to Messrs. Grund,
Baron and "certain persons or corporate parties who are partnered
with, affiliated with, or controlled by Grund and/or Baron" in
violation of "New Jersey's Uniform Fraudulent Transfers Act.  The
Plaintiffs' complaint sought (1) to set aside the transfers of
Hidden Valley's assets; (2) the appointment of a receiver; (3) an
accounting; and (4) imposition of a constructive trust.

Hidden Valley entered into a reorganization plan under Chapter 11
of the Bankruptcy Code in 1992.  At the time, Mr. Begraft was an
"80% shareholder" of Hidden Valley, held two mortgages on the
property, as well as a secured claim, not to exceed $300,000, for
financing the post-petition operations of Hidden Valley.

In March 1999, Mr. Begraft filed a complaint against Hidden Valley
seeking to foreclose on the two mortgages.  On April 3, 2007,
final judgment was entered in favor of Mr. Begraft, the judge
finding Mr. Begraft was entitled to $6,128,069.80 out of the sale
of the mortgaged premises.  In July 2007, Mr. Begraft entered into
a purchase and sale agreement with Hidden Valley Resort Partners,
L.L.C., of which Mr. Grund was a managing member. Mr. Begraft
assigned his "bidding rights" at the anticipated sheriff's sale to
Resort Partners for $2.3 million, $300,000 to be paid at closing,
with the balance payable over five years.  Mr. Begraft agreed to
indemnify and hold Resort Partners harmless from plaintiffs'
claims. At the same time, Hidden Valley entered into a purchase
and sale agreement in which it agreed to convey its good will and
personal property to Resort Partners for $100,000.

Mr. Begraft was the sole and successful bidder at the sheriff's
sale held in August 2007, at which he bid $100.  On Oct. 16, 2007,
Hidden Valley, Begraft, and his related entities assigned "all of
the rights and interests necessary to operate and manage what is
known as the 'Hidden Valley Resort[']" to Resort Partners and its
related entities.  These transactions in 2007 formed the basis of
plaintiffs' UFTA claim.

Attorney for Steven Jecker and Laura Jecker is:

          Carl A. Salisbury, Esq.
          KILPATRICK, TOWNSEND, STOCKTON, LLP
          31 West 52nd Street, 14th Floor
          New York, NY 10019
          Tel: 212-775-8779
          Fax: 646-786-4442
          E-mail: Csalisbury@kilpatricktownsend.com

Attorney for Hidden Valley, Inc. and Donald Begraft are:

          Patrice Renner Ianetti, Esq.
          IANETTI & IANETTI, LLP
          55 Madison Ave.
          Morristown, NJ 07960
          Tel: (973) 324-1001


HORIZON LINES: Posts $5.42 Million Net Loss in Q2 Ended June 26
---------------------------------------------------------------
Horizon Lines, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $5.42 million on $307.53 million of
revenue for the three months ended June 26, 2011, compared with
net income of $3.65 million on $291.39 of revenue for the three
months ended June 20, 2010.

The Company had a net loss of $39.49 million on $592.88 million of
revenue for the six months ended June 26, 2011, compared with a
net loss of $9.59 million on $566.05 million of revenue for the
six months ended June 20, 2010.

The Company's balance sheet at June 26, 2011, showed
$794.96 million in total assets, $793.45 million in total
liabilities, and and a stockholders' deficit of $1.51 million.

The Company expects to experience a covenant breach under the
Senior Credit Facility in connection with the amended financial
covenants upon the close of the third fiscal quarter of 2011.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt Horizon
Lines' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 26, 2010.  The
independent auditors noted that there is uncertainty that Horizon
Lines will remain in compliance with certain debt covenants
throughout 2011 and will be able to cure the acceleration clause
contained in the convertible notes.

A copy of the Form 10-Q is available at http://is.gd/d1Nizj

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.


HYDROGENICS CORP: Posts $2.2 Million Net Loss in Q2 2011
--------------------------------------------------------
Hydrogenics Corporation reported a net loss of $2.2 million on
$3.9 million of revenues for the second quarter ended June 30,
2011, compared with a net loss of $794,000 on $2.8 million of
revenues for the same period of 2010.

Net loss for the six months ended June 30, 2011, was $6.8 million
on $11.3 million of revenues, compared with a net loss of
$2.9 million on $9.5 million of revenues for the same period last
year.

"Hydrogenics delivered improved revenues and consistent gross
margins in the second quarter, as well as ending the quarter with
a solid backlog.  This improved financial performance, along with
a high level of customer engagement across multiple markets,
provides us with strong positioning for the balance of 2011 and
beyond.  In addition, we added to our liquidity position by
completing the fourth and final tranche of our subscription
agreement with CommScope, thereby securing an additional
$2.5 million of equity," said Daryl Wilson, President and Chief
Executive Officer.

At June 30, 2011, the Company's balance sheet showed $32.8 million
in total assets, $18.2 million in total liabilities, and
stockholders' equity of $14.6 million.

The Company believes that there are material uncertainties related
to certain conditions and events that cast significant doubt on
the Company's ability to continue as a going concern.

"The events and conditions that cast significant doubt include the
Corporation's recurring operating losses and negative cash flows
from operations and the risk of not securing additional funding,"
the Company said in the Form 6-K filing.

A copy of the 2nd quarter 2011 consolidated financial statements
and results of operations is available at http://is.gd/PdIXT4

A copy of the press release announcing Hydrogenics' second quarter
2011 results is available for free at http://is.gd/B7u4N1

Based in Mississauga, Ontario, Canada, Hydrogenics Corporation
(Nasdaq: HYGS) (TSX: HYG) -- http://www.hydrogenics.com/-- and
its subsidiaries design, develop and manufacture hydrogen
generation products based on water electrolysis technology, and
fuel cell products based on proton exchange membrane, or PEM,
technology.  The Company has manufacturing plants in Canada and
Belgium and a satellite facility in Germany and sells its products
around the world.


ISAACSON STRUCTURAL: Cafe Street Loan Approved on a Final Basis
---------------------------------------------------------------
The Hon. J. Michael Deasy the U.S. Bankruptcy Court for the
District of New Hampshire authorized, on a final basis, Isaacson
Structural Steel, Inc., to enter into a working capital financing
arrangement with Cafe Street Capital, Inc.

Subject to the terms of the financing documents, the Debtor may
borrow up to $500,000, including $125 advanced before the entry of
the order to pay its payroll.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the lender security interest in
the collateral as: (a) a pledge of, and a first security interest
in, the collateral contracts and all of the Debtors' accounts
receivable, inventory, raw materials and work in process related
to, or associated with the collateral contracts; and (b) a first
priority security interest, and a right to repayment from, the
proceeds of the loan in the amount of $2,250,000 to be made to the
Debtor pursuant to the BFA financing; and (a) a first priority
security interest in all proceeds of the loan; and (d) all
property, as security for all obligations; and all other property
that now and hereafter secured any obligations.

In a separate order, the Court denied the request of PASSUMPSIC
SAVINGS BANK'S TO PROHIBIT USE OF CASH COLLATERAL AND REQUEST FOR
AN ACCOUNTING.

                  About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.  William S. Gannon PLLC serves as the Debtor's counsel.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.


JETBLUE AIRWAYS: Reports $25 Million Net Income in Second Quarter
-----------------------------------------------------------------
JetBlue Airways Corporation reported net income of $25 million on
$1.15 billion of total operating revenues for the three months
ended June 30, 2011, compared with net income of $31 million on
$940 million of total operating revenues for the same period a
year ago.  The Company also reported net income of $28 million on
$2.16 billion of total operating revenues for the six months ended
June 30, 2011, compared with net income of $30 million on $1.81
billion of total operating revenues for the same period during the
prior year.

The Company's selected balance sheet data at June 30, 2011, showed
$6.91 billion in total assets, $3.08 billion in total debt and
$1.69 billion in stockholders' equity.

"Thanks to the hard work of our outstanding crewmembers, we
reported another profitable quarter with record revenues," said
Dave Barger, JetBlue's President and Chief Executive Officer.
"Our targeted growth strategy in Boston and the Caribbean
continues to pay off and help mitigate the significant pressure
from high fuel costs."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/QLOkdC

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

                          *     *     *

As reported by the TCR on June 10, 2011, Moody's Investors Service
raised its Corporate Family and Probability of Default ratings of
JetBlue Airways each to B3 from Caa1.  "The upgrade of the
Corporate Family Rating reflects Moody's belief that JetBlue can
retain a majority of the improvement in credit metrics that it has
achieved since the most recent trough in early 2009.  Its focus on
increasing service in certain markets where U.S. airline peers
have retrenched and first bag free marketing initiative seem to be
drawing traffic to its expanding network," said Moody's Airline
Analyst, Jonathan Root. Revenue passengers grew by over 8% through
the first four months of 2011 against a 2.6% increase in capacity.
Leading unit costs, including and excluding fuel, of the U.S.
carriers, industry-wide capacity discipline and pricing actions to
help offset the current higher cost of fuel should help JetBlue
sustain its liquidity profile, which also supports the ratings
upgrade.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.

                          *     *     *

This concludes the Troubled Company Reporter's coverage JetBlue
Airways until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


JETBLUE AIRWAYS: Provides Third Quarter Financial Outlook
---------------------------------------------------------
JetBlue Airways Corporation provided an update for investors
relating to the Company's financial outlook for the third quarter
ending Sept. 30, 2011, and the full year 2011, and other
information regarding the Company's business.  Third quarter 2011
available seat miles are estimated to increase 9% to 11% year-
over-year.  Full year 2011 ASMs are estimated to increase 6% to 8%
year-over-year.  Average stage length is projected to be
approximately 1,121 miles during the third quarter of 2011 versus
1,103 miles during the same prior year period and approximately
1,095 miles for the full year 2011 versus 1,100 miles for the full
year 2010.  A full-text copy of the filing is available for free
at http://is.gd/xBTuCO

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company's selected balance sheet data at June 30, 2011, showed
$6.91 billion in total assets, $3.08 billion in total debt and
$1.69 billion in stockholders' equity.

                          *     *     *

As reported by the TCR on June 10, 2011, Moody's Investors Service
raised its Corporate Family and Probability of Default ratings of
JetBlue Airways each to B3 from Caa1.  "The upgrade of the
Corporate Family Rating reflects Moody's belief that JetBlue can
retain a majority of the improvement in credit metrics that it has
achieved since the most recent trough in early 2009.  Its focus on
increasing service in certain markets where U.S. airline peers
have retrenched and first bag free marketing initiative seem to be
drawing traffic to its expanding network," said Moody's Airline
Analyst, Jonathan Root. Revenue passengers grew by over 8% through
the first four months of 2011 against a 2.6% increase in capacity.
Leading unit costs, including and excluding fuel, of the U.S.
carriers, industry-wide capacity discipline and pricing actions to
help offset the current higher cost of fuel should help JetBlue
sustain its liquidity profile, which also supports the ratings
upgrade.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.

                          *     *     *

This concludes the Troubled Company Reporter's coverage JetBlue
Airways until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


JAMES DONNAN: Denies All Allegations of Wrongdoing
--------------------------------------------------
Michael D. Abernethy at Times-News reports that Edward Tolley,
attorney of Jim Donnan, denies all allegations of wrongdoing or
knowledge of wrongdoing in response to the complaint filed by GLC
Limited in the U.S. Bankruptcy Court for the Middle District of
Georgia on July 15, 2011.  Neither Mr. Donnan, nor his wife have
been charged with any crime.

The Donnans deny any wrongdoing and also deny that they had
knowledge of how GLC operated. The answer states that the
Crabtrees "were solely responsible for the assets and operation of
GLC." In the document, the Donnans also deny investing $5.4
million into the liquidation company.

According to the report, in the complaint Mr. Donnan is accused of
defrauding investors of more than $27.7 million as the head of a
Ponzi scheme in a complaint filed earlier this month.  Mr. Donnan
is also accused of funneling $14.5 million from GLC Limited to
himself and his family between 2007 and 2010.  Mr. Donnan's wife,
Mary Donnan, is also named as a defendant in the suit.

GLC Limited alleged that Mr. Donnan began representing himself to
third-parties as an officer of GLC and "is substantially, if not
principally, responsible for the initiation and operation of a
far-reaching Ponzi scheme" that led GLC to bankruptcy while
enriching himself and his family.  GLC asked the court for a
preliminary injunction to prevent the Donnans from dissipating or
liquidating any cash, property or assets in their own bankruptcy
case before GLC's claims are resolved.

In addition, GLC alleged that Mr. Donnan was the first to invest
in GLC and began recruiting other investors, using money infused
by new investors to pay 50 to 70 percent interest to old
investors.  According to court documents, investors put more than
$81.9 million into GLC between 2007 and 2010 but only about $12
million was used to purchase GLC's inventory.

The suit claims GLC made 293 transfers totaling more than $14.5
million to the Donnans and their family.

                        About James Donnan

James "Jim" Donnan, III is a former University of Georgia football
coach and ex-ESPN college football analyst.  Donan and his wife,
Mary, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 11-
31083) on July 1, 2011.

The filing came after Jim Donnan offered to pay back creditors
roughly $5 million.  The creditors wanted $8.25 million from the
Donnans.

                        About GLC Limited

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

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

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


JEFFERSON COUNTY: Meeting to Consider Fin'l Options Resumes Aug. 4
------------------------------------------------------------------
Bankruptcy remains an option for Jefferson County, Alabama,
according to its local officials.  Kelly Nolan, writing for Dow
Jones Newswires, reports that county officials have set a new
date, Aug. 4, for a special meeting to consider their financial
options.

The county put off a meeting scheduled for the same purpose
Thursday to give themselves more time to consider a
counterproposal from creditors. A negotiating period between the
county and its creditors has likewise been extended until next
Thursday; it had been set to expire Friday, July 29.

Beyond opting to file for municipal bankruptcy, county officials
may also vote to accept the creditor's counteroffer or to extend
the negotiating period again, a notice from the county commission
president's office said.

Dow Jones also notes Jefferson County is hurting from the loss of
an occupational tax, which brought in more than $70 million
annually, or roughly one-third of the County's general fund
revenue.  The state Supreme Court ruled it was unconstitutional
earlier this year.

                     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.

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


L-1 IDENTITY: S&P Withdraws 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating on Stamford, Conn.-based L-1
Identity Solutions Inc. at the company's request. L-1 was acquired
by SAFRAN.


L-3 COMMUNICATIONS: Spin-off Expected to Be Neutral to Ratings
--------------------------------------------------------------
Fitch Ratings believes the planned spin-off of part of the
Government Services segment announced earlier by L-3
Communications Holdings, Inc. (L-3) will be neutral to L-3's
ratings and credit profile. Although L-3's credit metrics will
likely deteriorate slightly after the spin-off, the company's
credit profile will still be solid for the existing 'BBB-' rating.

L-3 could receive a sizable dividend from the transaction, and
some concerns about exposure to declining Department of Defense
(DoD) supplemental budgets will be lessened. The spin-off, to be
named Engility, represents approximately $2 billion of estimated
2011 revenues, and the transaction should be completed in the
first half of 2012.

Fitch expects Engility's businesses to account for less than 15%
of L-3's revenues and approximately 8%-10% of EBITDA and free cash
flow (FCF; cash from operations less capital expenditures and
dividends) in 2011. Following the spin-off, Fitch expects L-3's
financial profile will remain solid for the ratings with leverage
(gross debt to EBITDA) estimated to be in the range of 2.00 times
(x) - 2.10x compared to leverage of approximately 1.90x as of
April 1, 2011. The slight deterioration in leverage is expected to
be offset by an increase in liquidity as L-3 will receive a cash
distribution which the company initially estimates could be more
than $500 million. As of July 1, 2011, L-3's liquidity was healthy
at approximately $1.5 billion, consisting of $548 million of cash
and nearly $1 billion of availability under the revolving credit
facility expiring in October 2012.

Key credit drivers for L-3 will largely remain unchanged after the
spin-off. The primary rating concern will continue to be cash
deployment, including the potential for larger debt-financed
acquisitions. Other concerns relate to core U.S. defense spending
trends after fiscal 2012 and the underfunded pension position
totaling $780 million (67% funded status) as of Dec. 31, 2010,
most of which will stay with L-3 after the spin-off. The longer-
term outlook for supplemental DoD budgets related to operations in
Iraq and Afghanistan remain a modest concern, but will lessen
because of the amount of related revenues that are at Engility.
The rating and Outlook incorporate Fitch's expectations of small-
to medium-sized acquisitions and meaningful cash deployment toward
shareholders which totaled approximately $541 million in the first
half of 2011, with $15 million utilized for acquisitions, $429
million for share repurchases and $97 million in dividend
payments.

Key factors that support the ratings include L-3's solid credit
metrics, liquidity position, and Fitch's expectation of steady
operating margins and substantial FCF which totaled $1 billion for
the last 12 months (LTM) as of April 1, 2011. Other positive
factors include high levels of defense spending; L-3's diverse
portfolio of products and services that are in line with the DoD
requirements; and a balanced contract mix, including generation of
more than 50% of revenues from the Operations & Maintenance
account in the DoD budget.

L-3's existing ratings are:

L-3 Communications Holdings, Inc.

   -- Issuer Default Rating (IDR) 'BBB-';

   -- Contingent convertible subordinated notes 'BB+'.

L-3 Communications Corporation

   -- IDR 'BBB-';

   -- Senior unsecured notes 'BBB-';

   -- Senior unsecured revolving credit facility 'BBB-';

   -- Senior subordinated debt 'BB+'.

The Rating Outlook is Stable. The ratings cover approximately $4.1
billion of debt outstanding. The senior subordinated notes are
rated one notch below the IDR and senior unsecured debt due to
contractual subordination.


LA JOLLA: Has 52.27 Million Outstanding Common Shares
-----------------------------------------------------
La Jolla Pharmaceutical Company reported that since July 15, 2011,
it had converted approximately 39 shares of Series C-1 1
Convertible Preferred Stock into a combined total of 6,484,666
shares of common stock.  Following these conversions, the Company
had a total of 52,278,815 shares of common stock issued and
outstanding as of July 26, 2011.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company's balance sheet at March 31, 2011, showed
$6.74 million in total assets, $12.58 million in total
liabilities, all current, $5.57 million in Series C-1 1 redeemable
convertible preferred stock, and a $11.41 million total
stockholders' deficit.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LAW ENFORCEMENT: $1.1-Mil. Jury Award to Wortley Prompted Ch. 11
----------------------------------------------------------------
Law Enforcement Associates Corporation filed a voluntary petition
for relief in the U.S. Bankruptcy Court for the Eastern District
of North Carolina.

Paul Briggs, president and chief executive officer, said in a
regulatory filing, that the Company has been engaged as a
defendant in an ongoing legal action in Wake County, North
Carolina Superior Court pursuant to a complaint originally filed
in September of 2009 on behalf of plaintiff Barbara Wortley.

On June 17, 2011, the jury in the matter determined that the
Company had breached its contract with plaintiff Wortley and
awarded the plaintiff $1,104,000 as compensatory damages.

The Company is consulting legal counsel regarding the merits of
motions for judgment notwithstanding the verdict and new trial,
any potential appeal, or other actions that may be in the best
interest of the Company and its shareholders, but a course of
action has not been determined at the present time.  The
unfavorable judgment creates serious doubt about the ability of
the Company to continue as a going concern, as the Company does
not have sufficient financial resources to pay the judgment.

The Company's balance sheet for March 31, 3011, showed 2,348,175
in total assets, 2,618,468 in total liabilities for a 270,293 in
stockholder's deficit.

The Company, during the three months ended March 31, 2011, it
incurred a net loss of $329,764.  The Company does not have
sufficient financial resources to meet the put option that Mrs.
Wortley alleges became due on August 1, 2009.

Law Enforcement Associates Corporation was formed on Dec. 3, 2001
when the Company acquired all the outstanding stock of Law
Enforcement Associates, Inc., a New Jersey company, incorporated
in 1972, doing business in North Carolina.  The Company's
operations consist of the manufacturing and providing of
surveillance and intelligence gathering products and vehicle
inspection equipment.  Products are used by law enforcement
agencies, the military, security, and correctional organizations.

Law Enforcement Associates Corporation filed a Chapter 11
bankruptcy petition (Bankr. E.D.N.C. Case No. 11-05686) on
July 27, 2011.  William P. Janvier, Esq., at Janvier Law Firm,
PLLC, in Raleigh, North Carolina, serves as counsel.  In the
petition, the Debtor estimated assets of up to $50,000 and debts
of up to $10 million.


LEGAL XTRANET: Suit v. AT&T Mgmt Survives Motion to Dismiss
-----------------------------------------------------------
Bankruptcy Judge Leif M. Clark denied the defendant's request to
dismiss the lawsuit, Legal Xtranet, d/b/a Elumicor, v. AT&T
Management Services, L.P., f/k/a SBC Management Services, L.P.,
Adv. Proc. No. 11-5068 (Bankr. W.D. Tex.).  The Plaintiff sued the
Defendant to recover amounts it believes are owed to it under the
parties' contract.  The Plaintiff has denominated the action as
one for "turnover" under 11 U.S.C. Sec. 542(b).  The Defendant
contends the lawsuit should be dismissed for failure to state a
claim for which relief can be granted, pursuant to Rule 12(b)(6)
of the Federal Rules of Civil Procedure, applicable in bankruptcy
by virtue of Rule 7012 of the Federal Rules of Bankruptcy
Procedure.  The gravamen of the motion to dismiss is that no
recovery is available to the Plaintiff under the pleaded section
of the Bankruptcy Code, because that section is reserved for the
recovery of property the entitlement to which is not in dispute.

Judge Clark said the Defendant may well be right in its contention
that turnover under Section 542 is the wrong remedy. However, the
Defendant is not right that the appropriate remedy is dismissal of
the lawsuit.  So long as the complaint states a claim for which
relief may be granted, setting out facts in support of that claim,
the fact that the Plaintiff may cite as a basis for recovery a
statute that is not applicable does not require the dismissal of
the action.  It only requires a finding that, though relief might
be available under a theory of law, it is not available under that
theory of law.  Rule 12(b)(6) is reserved for situations in which
a recovery is not available at all as a matter of law.

A copy of Judge Clark's July 26, 2011 Memorandum Decision is
available at http://is.gd/MMeMWUfrom Leagle.com.

Legal Xtranet, Inc., dba Elumicor, filed for Chapter 11 bankruptcy
(Bankr. W.D. Tex. Case No. 11-51042) on March 28, 2011, listing
under $1 million in both assets and debts.  A copy of its petition
is available at http://bankrupt.com/misc/txwb11-51042.pdf


LEGAL XTRANET: Bankr. Ct. Affirms Remand Order in AT&T Dispute
--------------------------------------------------------------
Bankruptcy Judge Leif M. Clark denied the plaintiff's motion to
reconsider a prior court order remanding to state court the
lawsuit, Legal Xtranet, Inc., d/b/a Elumicor, v. AT&T Management
Services, L.P., f/k/a SBC Management Services, L.P., Adv. Proc.
No. 11-5042 (Bankr. W.D. Tex.).  On May 24, 2011, and reported in
the May 31st edition of the Troubled Company Reporter, the
Bankruptcy Court entered its decision and order on defendant's
motion to remand.  The court ruled that it had subject matter
jurisdiction over the removed matter, but that both parties'
claims were non-core and that the case could be timely adjudicated
in state court.  The court concluded that mandatory abstention
applied, and that, under controlling Fifth Circuit precedents,
remand of the case was required.

On June 2, 2011, the plaintiff timely filed a motion to reconsider
that ruling, on grounds that the court's abstention analysis did
not fully consider the status of the case as of the time of the
remand order.  The plaintiff asserted that the recoupment defense
in the defendant's live pleading at the time of the remand "was
actually in the nature of credit and offset and, as such, was a
claim against the estate and thus core, rendering mandatory
abstention improper.

The defendant responds that, because there was no stay of the
remand order, there is no longer any jurisdiction to entertain
reconsideration of the order. The defendant also adds that the
motion to reconsider raises arguments that either were or could
have been argued at the hearing on the motion to remand, so that
further reconsideration of those arguments now is improper.
Finally, the defendant notes that the court did not commit any
manifest errors of law, nor has the plaintiff pointed out any such
errors. On that point, the defendant adds that a recoupment
defense is, by its very nature, not a claim (informal or
otherwise).

A copy of Judge Clark's July 26, 2011 Decision and Order is
available at http://is.gd/7VnXh6from Leagle.com.

Legal Xtranet, Inc., dba Elumicor, filed for Chapter 11 bankruptcy
(Bankr. W.D. Tex. Case No. 11-51042) on March 28, 2011, listing
under $1 million in both assets and debts.  A copy of its petition
is available at http://bankrupt.com/misc/txwb11-51042.pdf


LEVEL 3: Incurs $181 Million Net Loss in Second Quarter
-------------------------------------------------------
Level 3 Communications, Inc., reported a net loss of $181 million
on $932 million of total revenue for the three months ended
June 30, 2011, compared with a net loss of $169 million on
$908 million of total revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $8.86 billion
in total assets, $9.29 billion in total liabilities and a $432
million stockholders' deficit.

"Our track record around execution in the business, combined with
our continued focus on the customer experience, has proven to be
successful in winning new business, contributing to positive
revenue growth," said James Q. Crowe, CEO of Level 3.  "We are
pleased with the progress we have made in growing Core Network
Service revenue over the last year."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/JYV2zS

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIFECARE HOLDINGS: Removes HHH from LTACHs Acquisition Agreement
----------------------------------------------------------------
LifeCare Holdings, Inc., has entered into an amendment to its
agreement to acquire the long term acute care hospitals of
HealthSouth Corporation.  The primary purpose of the amendment is
to remove HealthSouth Hospital of Houston from the proposed
transaction.

HHH recently received notice of an investigation by the Office of
the Inspector General of the Department of Health and Human
Services.  Given the investigation as well as the highly
competitive nature of the Houston LTACH market, both parties have
agreed that removing the Houston hospital from the transaction
provides the best opportunity to move forward with the transaction
in a timely and efficient manner.

The amended transaction now includes all of HealthSouth's LTACHs,
excluding Houston, totaling 335 licensed beds.  The transaction is
subject to customary closing conditions, including regulatory
approval and third party consents, and is expected to close in the
third quarter.

The facilities included in the amended agreement are located in
Sarasota, FL; the Louisiana communities of Farmerville, Homer, and
Ruston; Las Vegas, NV; and Mechanicsburg and Monroeville, PA.
LifeCare currently has operations in three of the four states,
providing opportunities to increase market share and strengthen
referral and payor relationships.  Upon completion of this
transaction, LifeCare will operate 27 LTACHs in ten states.

"We are pleased to reach this agreement with HealthSouth, and we
feel the transaction remains fair and attractive to both
companies," said LifeCare Chairman and Chief Executive Officer
Phillip B. Douglas.  "Our Company remains committed to completing
the transaction and looks forward to working with the medical
staffs, clinical teams and administrative leadership in each of
these markets."

LifeCare does not plan to eliminate any services at the hospitals,
and has committed to hiring all employees in good standing at the
time the transaction is complete.

The total consideration that HealthSouth will receive at closing
will be $117.5 million, which includes the value of any working
capital not being acquired by LifeCare.  The transaction is
expected to be financed by additional drawings under LifeCare's
senior secured credit facility and by proceeds generated from the
anticipated sale of the real estate assets associated with four of
the acquired hospitals.  The transaction is expected to be
immediately deleveraging to LifeCare Holdings' balance sheet on a
pro forma basis.

A full-text copy of the First Amendment to Asset Purchase
Agreement is available for free at http://is.gd/vxX4Xc

                      Project Approval Letter

As previously reported, on May 13, 2011, in connection with
securing financing for the Acquisition, the Company executed an
amended and restated project approval letter with Health Care
REIT, Inc., whereby HCN agreed to fund $80,000,000 of the
Acquisition purchase price and to purchase the real estate assets
of the Facilities.  In connection with the Amendment, the terms of
the REIT Financing were modified to reduce the amount of the REIT
Financing to $75,000,000 and to provide that HCN will no longer
purchase the real estate assets of the Houston Facility.  In
addition, due to the elimination of the Houston Facility from the
transaction, the Master Lease dated Sept. 1, 2006, with LCI
HealthCare Holdings, Inc., will no longer be amended and restated
in connection with the closing of the Acquisition and LifeCare
Hospitals of Houston LLC will no longer fund an increase of
$462,500 to the existing letter of credit for the Boise Lease.

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

The Company's balance sheet at March 31, 2011, showed
$454.17 million in total assets, $469.25 million in total
liabilities, and a $15.08 million stockholders' deficit.

                          *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on May 26, 2011, Standard & Poor's Rating
Services affirmed its 'CCC-' corporate credit rating and its
senior subordinated debt rating on Plano, Texas-based LifeCare
Holdings Inc.  "The low-speculative-grade rating on LifeCare
reflects its narrow focus in a competitive business heavily
reliant on uncertain Medicare reimbursement," said Standard &
Poor's credit analyst David Peknay, "and its highly leveraged
financial risk profile highlighted by very weak cash flow
protection measures, slim liquidity, and very high debt level."


LIFE FORCE ARTS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Life Force Arts and Technology Academy, Inc., filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 11-13991) on July
25, 2011, estimating up to $50,000 in assets and $500 in
liabilities.

Demorris A. Lee at tampabay.com reports that Life Force Arts, a
North Pinellas charter school, has asked for help from the
director of a group affiliated with Scientology.  Life Force Arts
has $250,000 in debt.

In April, the Pinellas County School Board put Life Force on
notice because of the state of its finances.  Maurice Mickens, the
school's former chairman and a current board member, said the
bankruptcy filing is an attempt to keep the school in the
community and ensure that everyone gets paid, according to the
report.  Mr. Mickens is owed $80,264.

In April, Life Force Arts and Technology Academy fired its
principal, Martie Woodie, after she was arrested in Manatee County
on a charge of exploitation of the elderly.  Authorities said
Woodie stole at least $16,000 from a trust designated to pay her
77-year-old adoptive mother's health care expenses, using the
money to, among other things, take a cruise, the report says.


LINDEN PONDS: Judge Signs Off on Linden Ponds Plan-Support Deal
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge authorized a deal at
the heart of Linden Ponds Inc.'s reorganization strategy but said
the operator of a Massachusetts retirement community could
continue negotiating with a lender that's thrown its weight
against the Company's Chapter 11 plan.

                        About Linden Ponds

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

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

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

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

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


LOS ANGELES DODGERS: Fox Sports Objecting to Blackstone Work
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fox Entertainment Group Inc., through one of its
subsidiaries, filed what it called a limited objection to the
application by the Los Angeles Dodgers baseball club to hire
Blackstone Advisory Services LP as the team's investment bankers
and financial advisers.

According to the report, Fox Sports, which currently has the right
to broadcast Dodgers games, objected to the portion of the team's
application that would allow Blackstone to work on a transaction
involving broadcast rights.  Fox contends that the retention would
violate a portion of its existing television agreement that gives
it exclusive bargaining rights at this time.

Fox filed the objection even though the team's current expressed
intention is to restructure in bankruptcy by implementing an
agreement negotiated with the subsidiary of News Corp. before the
Chapter 11 filing.

The dispute comes to bankruptcy court for resolution on Aug. 16.

Eric Morath, writing for Dow Jones Newswires, reports a Dodgers
spokeswoman declined to comment Monday.

Dow Jones notes the Dodgers have yet to formally ask the
Bankruptcy Court to allow it to sell the broadcast rights, but the
team has made it clear in hearings and in court papers that it
intends to so as soon as this month.

According to Dow Jones, if Mr. McCourt is unable to sell the
broadcast rights, he may have no other option than to sell part or
all of the team.  He has already put up for collateral Dodger
Stadium, the surrounding land and ticket revenue in order to
access financing prior to the bankruptcy.  In a sale scenario, Dow
Jones relates, the league, which has been at odds with Mr.
McCourt, would have a greater degree of control.  In July, the
Bankruptcy Judge allowed MLB to become the team's bankruptcy
lender over the club's preferred banker, a hedge fund controlled
by J.P. Morgan Chase & Co.

Fox Sports has already advanced to the Dodgers all of the fees for
the team's 2011 television rights.  It also had consented to a 17-
year, $2.7 billion extension to the current broadcast deal that
would have allowed the Dodgers to avoid a bankruptcy filing.
Baseball commissioner Bud Selig, however, rejected that proposal
because a portion of a $385 million loan that came with the
renewed contract would have gone to a divorce settlement with Mr.
McCourt's former wife, Jamie.

                  About the Los Angeles Dodgers

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

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

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

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  According to Forbes, the team is worth about
$800 million, making it the third most valuable baseball team
after the New York Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Thomas Lauria, Esq., at White & Case,
represents MLB.

Attorneys at Morrison & Foerster LLP and Pinckney, Harris &
Weidinger, LLC, serve as counsel to the Official Committee of
Unsecured Creditors.

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

In a written opinion on July 22, the bankruptcy judge in
Delaware refused to allow the Dodgers to take a $150 million
secured loan from Highbridge Principal Strategies LLC, an
affiliate of JPMorgan Chase & Co. Instead, the judge directed the
team to take the same amount in an unsecured loan from MLB.


LOS ANGELES DODGERS: Counsel Has Conflicting Interests, MLB Says
----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Major League
Baseball on Thursday told a Delaware bankruptcy judge that the
firms representing the Los Angeles Dodgers -- Dewey & LeBoeuf LLP
and Young Conaway Stargatt & Taylor LLP -- may be torn between the
interests of the team and those of its owner.

Law360 notes that MLB filed a reservation of rights alerting the
court to conflicts of interest that potentially compromise Dewey
and Young Conaway's ability to adequately advance the interests of
the baseball team as it navigates a contentious Chapter 11
proceeding.

                   About the Los Angeles Dodgers

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

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

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

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  According to Forbes, the team is worth about
$800 million, making it the third most valuable baseball team
after the New York Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Thomas Lauria, Esq., at White & Case,
represents MLB.

Attorneys at Morrison & Foerster LLP and Pinckney, Harris &
Weidinger, LLC, serve as counsel to the Official Committee of
Unsecured Creditors.

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


LOS ANGELES DODGERS: Souvenir Seller Wants Decision on Contract
---------------------------------------------------------------
Facility Merchandising Inc. will appear before the Bankruptcy
Court on Aug. 16 to seek to compel the Los Angeles Dodgers' to
immediately decide whether to assume or reject the parties'
agreement.  FMI holds the exclusive contract to sell ball caps,
T-shirts and other souvenirs at Dodger Stadium.

Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that FMI said in court papers that its business will be at
risk if it's forced to make $6.5 million in payments to the
Dodgers this season and then has its Dodger Stadium contract
canceled.

"The prospect of making those expenditures for the remaining 2011
season, while Dodgers' ticket sales, attendance at games, and
merchandise sales are at historic lows . . . poses a substantial
going-concern risk to FMI," the company said, according to DBR.

According to the report, FMI says it needs to know if it will
maintain the right to sell goods at the stadium through 2017
before it makes the payments.

DBR notes FMI also has been the official merchandiser for the past
22 Super Bowls and also works for tennis's U.S. Open, four
National Football League teams and the National Hockey League's
Anaheim Ducks and Phoenix Coyotes.

                  About the Los Angeles Dodgers

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

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

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

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  According to Forbes, the team is worth about
$800 million, making it the third most valuable baseball team
after the New York Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Thomas Lauria, Esq., at White & Case,
represents MLB.

Attorneys at Morrison & Foerster LLP and Pinckney, Harris &
Weidinger, LLC, serve as counsel to the Official Committee of
Unsecured Creditors.

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

In a written opinion on July 22, the bankruptcy judge in
Delaware refused to allow the Dodgers to take a $150 million
secured loan from Highbridge Principal Strategies LLC, an
affiliate of JPMorgan Chase & Co. Instead, the judge directed the
team to take the same amount in an unsecured loan from MLB.


MARCO POLO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Marco Polo Seatrade B.V.
        Delflandlaan 1
        12HG Floor B
        Amsterdam 1062EA
        The Netherlands

Bankruptcy Case No.: 11-13634

Chapter 11 Petition Date: July 29, 2011

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

Judge: James M. Peck

Debtor's Counsel: Andrew Schoulder, Esq.
                  BRACEWELL & GIULIANI LLP
                  1251 Avenue of the Americas, 48th Floor
                  New York, NY 10020-1104
                  Tel: (212) 508-6132
                  Fax: (212) 508-6101
                  E-mail: andrew.schoulder@bgllp.com

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

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

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

The petition was signed by Barry Michael Cerneus, authorized
signatory.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                              Case No.
        ------                              --------
   Magellano Marine C.V.                    11-13628
Cargoship Maritime B.V.                     11-13630
Seaarland Shipping Management B.V.          11-13635


MEDCORP INC: Huntington Bank Seeks Case Dismissal
-------------------------------------------------
Wfin.com reports that MedCorp Inc., a Toledo-based ambulance
company that provides services to Findlay and Hancock County,
prepetition was sued by Huntington Bank for failing to pay two
loans totaling $10 million.

According to the report, the owners tried unsuccessfully to sell
MedCorp for more than two years before going into receivership
back in August of 2010.  Huntington bank filed a motion to dismiss
the bankruptcy petition saying the husband and wife owners are
guilty of gross mismanagement, alleging they pay themselves more
than a $1 million each in compensation and benefits.

MedCorp will have 120 days from the filing date to submit a
reorganization plan to make the company profitable again.

Medcorp, Inc., filed a Chapter 11 petition (Bankr. N.D. Ohio Case
No. 11-33239) on June 10, 2011, estimating assets and debts of up
to $50,000.  Affiliate Medcorp E.M.S. South, LLC (Bankr. N.D. Ohio
Case No. 11-33256) and Stickney Avenue Investment Properties LLC,
also filed.


MEDICURE INC: Dawson Reimer Appointed President and COO
-------------------------------------------------------
Medicure Inc. announced that Mr. Dawson Reimer has been appointed
President and Chief Operating Officer of the Company effective
July 25, 2011.  In this capacity, Mr. Reimer will be responsible
for the Company's commercial direction, day-to-day operations, and
strategic development, including the advancement and management of
new and existing pharmaceutical products.

Dr. Albert D. Friesen continues to serve as the Chief Executive
Officer of the Company and as Chair of its Board of Directors
under the amended and renewed agreement with the Company announced
on July 18, 2011.

Dawson Reimer has worked with Medicure since 1997 and has served
in the capacity of Vice President, Operations since June 2004.
Over the past 14 years he has overseen most aspects of the
Company's business including product development and all facets of
the Company's commercial operations surrounding the sales and
marketing of AGGRASTAT.  Most recently, Mr. Reimer managed the
Company's restructuring process leading up to the debt settlement
announced on July 18, 2011, and negotiated the collaborative
agreement with Iroko Cardio, LLC, announced July 6, 2011.  In
addition to his services to the Company, Mr. Reimer has consulted
to a variety of public and private life science ventures and
currently serves as Chair of the Life Science Association of
Manitoba.  Mr. Reimer holds a Masters Degree in Economic
Development from the University of Waterloo.

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

At Feb. 28, 2011, the Company's consolidated balance sheets
showed C$5.7 million in total assets, C$30.7 million in total
liabilities, all current, and a shareholders' deficit of
$25.0 million.

As reported in the Troubled Company Reporter on Oct. 4, 2010,
KPMG LLP, in Winnipeg, Canada, expressed substantial doubt about
Medicure's ability to continue as a going concern, following its
results for the fiscal year ended May 31, 2010.  The independent
auditors noted that the Company has experienced operating losses
and cash flows from operations since incorporation and has
significant debt servicing obligations that it does not have the
ability to repay.


METAL STORM: Eligible for R&D Tax Concession Program
----------------------------------------------------
Metal Storm Limited received confirmation from AusIndustry that it
is eligible for the Commonwealth Governments Research and
Development Tax Concession program and has received its
registration number for the 2010/11 financial year.

The R&D Tax Concession is the principal Commonwealth Government
initiative to increase the amount of research and development
undertaken in Australia and provides a tax offset for companies
that meet certain criteria.

Registration under the scheme is the first step in obtaining the
tax offset.  Metal Storm has qualified for this tax offset in
previous years and is expecting a rebate this year of
approximately $550k to $650k and should have confirmation of the
amount along with the funds in around 6 weeks.

To monetize this rebate Metal Storm has signed a short term loan
agreement with Andrew Doyle for $500k.  The principal will be
repaid upon receipt of the R&D tax rebate.

As consideration for providing the loan, Metal Storm will issue
the lender with 1.4 million options that have a life of 2 years
and an exercise price of $0.001.  A further 50,000 options will be
issued for each day the loan is not repaid if the principal has
not been repaid within 4 weeks.  At current stock prices this is
equivalent to 11% per annum.

Metal Storm will be using the funds to progress development and
testing of the TASER XREP ammunition for its MAULTM weapon, as
well as for other operating requirements.

                        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: Shareholders OK Issuance of Shares to Dutchess
-----------------------------------------------------------
Metal Storm Limited held an extraordinary general meeting on
July 19, 2011.  At the meeting, shareholders approved:

   (1) the issue of up to 500,000,000 shares to Dutchess or its
       nominee in accordance with the terms of the Line Agreement;

   (2) the previous issue of 76,491,759 shares to Dutchess in
       accordance with the terms of the Line Agreement; and

   (3) the previous issue of 32,666,667 shares at the issue prices
       and 2,333,333 Options for nil consideration to Andrew
       Doyle.

                         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: Signs Memorandum of Understanding with TASER
---------------------------------------------------------
Metal Storm Limited announced that it has entered into a
Memorandum of Understanding with TASER International Inc. and
BREON Defence Systems Pty Limited to develop and market TASER(R)
less-lethal ammunition for the Metal Storm MAUL TM weapon.  Under
the MoU the parties will collaborate to develop, produce and
market Metal Storm MAUL TM ammunition that launches the TASER (R)
Extended Range Electronic Projectile (XREP TM).

TASER International manufactures industry leading Electronic
Control Devices that are used worldwide by law enforcement,
military, correctional services, professional security, and
personal protection markets.  TASER ECDs use proprietary
technology to incapacitate dangerous or high-risk subjects who
pose an immediate risk to themselves or others.  The use of TASER
devices dramatically reduces injury rates for law enforcement
officers and suspects.

The TASER XREP is the most technologically advanced projectile
ever deployed from a 12-gauge cartridge.  It delivers a similar
Neuro Muscular Incapacitation bio-effect as handheld TASER ECDs,
but can be delivered to a much greater effective range - up to 100
feet from the operator.

Metal Storm's MAUL TM is a highly compact, multi-shot 12 gauge
launcher that is ideally suited to law enforcement and military
applications.  It can be fitted as an accessory to an assault
rifle, or operated from its own shoulder stock or pistol grip
attachments.  Weighing just 800 grams, MAUL TM uses Metal Storm's
patented stacked projectile technology to provide semi-automatic
fire as fast as the operator can squeeze the trigger.  A full
weapon reload of up to five rounds takes less than two seconds.
TASER International Chairman and Founder, Tom Smith said that the
MAUL TM and XREP combination would be ideal for sectors of the
market where extended range was needed but size and weight had to
be minimized.

"We developed the XREP to provide an extended range for situations
where a close approach was dangerous or not possible," he said.
"MAUL TM will provide this capability from a very lightweight,
compact accessory launcher, rather than the operator having to
carry a separate conventional shotgun."

Metal Storm CEO, Lee Finniear said that the TASER XREP will add a
new and highly effective projectile to the MAUL TM less-lethal
capability.

"Our objective with MAUL TM has been to deliver a lightweight
launcher that complements conventional assault rifles by providing
a broad range of capabilities for non-lethal, door breaching and
other specialized missions," he said.  "The TASER XREP ammunition
will provide the exceptionally versatile TASER Neuro Muscular
Incapacitation from the MAUL TM weapon, with the added benefit of
a longer range than the conventional TASER.  In our view MAUL TM
plus the XREP will be a game changing combination for urban
military and law enforcement operations."

BREON Defence Systems is also a party to the MoU. BREON is the
exclusive Asia Pacific Distributor for TASER products, and it
recently signed an exclusive distributorship agreement with Metal
Storm for MAUL TM for the law enforcement market in Australia and
New Zealand.  BREON will provide local Australian support for the
collaboration, plus assist with the development of effective
marketing and business development strategies for the combined
system.

                         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.


METROPARK USA: To Sell Marks for $175,000; Auction Cancelled
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Metropark USA Inc. didn't receive any bids to compete
with the $175,000 offer from Strato Trading Group Inc. to buy the
trademark and trade names.  The auction was canceled.

                      About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., Jeffrey L. Cohen, Esq., and Alex R. Velinsky, Esq., at
Cooley LLP, in New York, serve as the Debtor's bankruptcy counsel.
CRG Partners Group, LLC, is the Debtor's financial advisor.  The
Debtor also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.

Blakeley & Blakeley LLP represents the Official Committee of
Unsecured Creditors.


MICROVISION INC: Posts $9.2 Million Net Loss in Q2 2011
--------------------------------------------------------
MicroVision, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $9.2 million on $1.2 million of revenues
for the three months ended June 30, 2011, compared with a net
loss of $11.1 million on $2.1 million of revenues for the same
period last year.  Operating loss was $9.3 million for the second
quarter of 2011, compared to $11.1 million for the same quarter a
year ago,

The Company reported a net loss of $18.2 million on $2.3 million
of revenues for the six months ended June 30, 2011, compared with
a net loss of $20.2 million on $2.8 million of revenues for the
same period of 2010.  Operating loss was $18.3 million for the
first half of 2011, compared to $20.6 million for the first of
2010.

The Company's balance sheet at June 30, 2011, showed
$23.1 million in total assets, $11.7 million in total liabilities,
and stockholders' equity of $11.4 million.

As reported in the TCR on March 15, 2011, PricewaterhouseCoopers
LLP, in Seattle, Washington, expressed substantial doubt about
MicroVision's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has suffered recurring losses from operations since
inception and has a net capital deficiency.

A copy of the Form 10-Q is available at http://is.gd/wxrWVv

Redmond, Washington-based MicroVision, Inc. (NASDAQ: MVIS)
-- http://www.microvision.com/-- provides the PicoP(R) display
technology platform designed to enable next-generation display and
imaging products for pico projectors, vehicle displays and
wearable displays that interface with mobile devices.


MOMENTIVE PERFORMANCE: Registers $525.68MM Springing Lien Notes
---------------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission a Form S-1 registration
statement relating to the resales by holders of the 9.0% Second-
Priority Springing Lien Notes due 2021 amounting to $525,687,000.

The Notes mature on Jan. 15, 2021.  Interest on the Notes is
payable in cash at a rate of 9.0% per annum, from the issue date
or from the most recent date to which interest has been paid or
provided for, payable semi-annually to holders of record at the
close of business on January 1 or July 1 immediately preceding the
interest payment date on January 15 and July 15 of each year.

At any time prior to Jan. 15, 2016, Momentive may redeem, in whole
or in part, the Notes at a price equal to 100% of the principal
amount of the Notes redeemed plus accrued and unpaid interest and
additional interest, if any, to the redemption date and a "make-
whole" premium.  Thereafter, Momentive may redeem the Notes, in
whole or in part, at the redemption prices set forth in this
prospectus.  In addition, at any time and from time to time on or
prior to Jan. 15, 2014, Momentive may redeem up to 35% of the
aggregate principal amount of Notes with the net cash proceeds
from certain equity offerings at the redemption price of 109% of
the principal amount of the Notes redeemed plus accrued and unpaid
interest and additional interest, if any, to the redemption date.

The Notes are senior obligations of Momentive.  Momentive will not
receive any proceeds from the resale of the Notes.

A full-text copy of the Form S-1 prospectus is available at no
charge at http://is.gd/yVBV3i

                     About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

The Company's balance sheet at April 3, 2011, showed $3.36 billion
in total assets, $3.99 billion in total liabilities, and a
$624 million total deficit.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


MORTGAGES LTD: Bankr. Judge Issues Bench Warrant Against Investor
-----------------------------------------------------------------
J. Craig Anderson at The Arizona Republic reports that a U.S.
Bankruptcy Court judge has issued a bench warrant for Scottsdale
businessman, philanthropist and political activist Ron Barness for
disobeying a court order to return more than $100,000 he received
in error from a Mortgages Ltd. asset liquidation.

The Arizona Republic, citing court documents, notes that Mortgages
Ltd. asset-management firm ML Manager recently liquidated six
"loans, collateral or other properties" as part of the Mortgages
Ltd. bankruptcy.

The report relates that the proceeds were distributed to about
1,600 investors, including a check for about $112,000 to
Mr. Barness, a shopping-center developer and a former investor in
the Arizona Diamondbacks baseball team.  He was also an investor
in the failed commercial real-estate venture.

Court documents showed the town of Gilbert holds a recorded
judgment lien against Mr. Barness and was supposed to have
received the Mortgages Ltd. payment in his stead, The Arizona
Republic says.

According to the report, U.S. Bankruptcy Court Judge Randolph
Haines on June 21 issued an ex parte order for Mr. Barness to
return the money.  Mr. Barness did attend the hearing and has not
responded to the judge's order, court documents show.

Judge Haines, the report says, issued the bench warrant on
July 26, which instructs U.S. Marshals to "bring him before this
court without unnecessary delay to answer for his willful
disobedience of an order issued by this court."

                       About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008.  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


MSC SOFTWARE: S&P Assigns Prelim. 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to California-based simulation and
analysis (S&A) software company MSC Software Corp. The outlook is
negative.

"At the same time, we assigned a 'B+' preliminary issue rating
with a preliminary recovery rating of '3' to the company's
proposed $235 million senior secured first-lien credit facility,
which consists of a $215 million term loan due 2017 and a $20
million revolver due 2016," S&P related.

"We expect to assign final ratings upon closing of the proposed
transaction and our review of the final documentation," S&P said.

"The preliminary ratings on MSC reflect our view of the company's
weak business risk profile, characterized by a moderate market
position in the S&A sector and a small position in the overall
product life management industry," said Standard & Poor's credit
analyst Jacob Schlanger, "and, until recently, a declining revenue
base." "We consider MSC's financial risk profile aggressive,
based on pro forma leverage of about 5x."

"Nevertheless, we anticipate positive growth in 2011 and 2012
based on its position in the growing S&A market," continued Mr.
Schlanger, "supported by a refocused business strategy that
emphasizes the company's historical engineering expertise."


MSR RESORT: Paulson-Winthrop Resorts Settle with Miller Buckfire
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, first
reported the five resorts foreclosed in January by Paulson & Co.
and Winthrop Realty Trust agreed to settle an $8 million claim by
Miller Buckfire & Co., the companies' pre-bankruptcy financial
advisers and investment bankers.

Mr. Rochelle recounts that Miller Buckfire, based in New York, was
hired by the then mezzanine lenders to effect a sale or
restructuring of the $200 million in mezzanine debt.  The firm was
to receive an $8 million fee for a successful transaction within
12 months.  In January, Paulson and Winthrop foreclosed the
mezzanine debt and took control of the resorts.

According to the report, the settlement calls for Miller Buckfire
to receive an approved $4 million claim and $2 million in cash. A
hearing to approve the settlement is scheduled for Aug. 17.

                          About MSR Resort

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

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

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

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

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

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


MSR RESORT: Reaches Deal With Miller Buckfire for $2 Million
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that MSR Resort reached
an agreement Tuesday with Miller Buckfire & Co. LLC in New York,
settling the creditor's claims that they owed it for restructuring
work it did before their Chapter 11 filing.

                         About MSR Resort

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

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

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

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

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

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


MSR RESORT: Court Authorizes Committee to Retain Jefferies & Co.
----------------------------------------------------------------
Neil - July 25

The U.S. Bankruptcy Court Southern District of New York has
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of MSR Resort Golf Course LLC, et al., to retain
Jefferies & Company, Inc., as financial advisor.

Jefferies will, among other things:

   -- advise the Committee on the current state of the
      restructuring market;

   -- assist and advise the Committee on tactics and strategies
      for negotiating with other stakeholders; and

   -- assist and advise the Committee in evaluating potential
      financing transactions by the Debtors.

Jefferies' compensation will include:

    * a $125,000 monthly fee;

    * a transaction fee equal to $1,150,000, which will be earned
      in full upon the effective date of a Chapter 11 Plan of
      Reorganization (including a plan of liquidation) in the
      Chapter 11 cases that is supported by the Committee; and

    * reimbursement of out-of-pocket expenses.

                          About MSR Resort

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

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

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

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

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

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


NEXTWAVE WIRELESS: Enters into Forbearance Deal With Noteholders
----------------------------------------------------------------
NextWave Wireless Inc. has entered into an agreement with the
holders of its secured notes pursuant to which such holders will
forbear from exercising their respective rights and remedies in
connection with the Company's failure or anticipated failure to
pay amounts coming due under the agreements relating to each class
of notes.  Absent other defaults by the Company, the forbearance
agreement will provide the Company until September 30, 2011 to
complete a refinancing transaction.  The forbearance agreement
will be described in detail in NextWave's Current Report on Form
8-K to be filed with the Securities and Exchange Commission today.

NextWave's Senior Secured Notes, having an aggregate principal
amount of $129 million at June 30, 2011, matured on July 17, 2011,
and the holders of such notes provided a limited waiver of the
Company's obligation to pay such notes in full pending completion
of the forbearance agreement on August 1, 2011.  In addition,
NextWave's Senior-Subordinated Secured Second Lien Notes due 2011,
having an aggregate principal amount of $179 million at June 30,
2011, will mature in November 2011 and its Senior-Subordinated
Secured Third Lien Notes due 2011, having an aggregate principal
amount of $640 million at June 30, 2011, will mature in December
2011.  As previously disclosed, NextWave's cash reserves are not
sufficient to meet these payment obligations.

The Company has been engaged in discussions with the holders of
its secured notes relating to a maturity extension and related
amendments to its notes agreements since January 2011.  The
holders of NextWave's notes have not agreed to a maturity
extension.  An independent committee of the Company's Board of
Directors has authorized its financial advisor to seek alternative
sources of financing to repay the Senior Notes and Second Lien
Notes.  At this time, alternative financing has not been
identified and cannot be assured. The forbearance agreement
contemplates that NextWave will meet certain milestones in an
offering of new senior notes for net proceeds of at least $380
million by specified dates.  If such milestones are not achieved,
the forbearance agreement is subject to termination prior to
September 30, 2011.  If a refinancing transaction is completed,
the Company has agreed to redeem its First Lien Notes, Second Lien
Notes and $25 million of its Third Lien Notes using the proceeds
of such transaction.  If such Third Lien Notes redemption is
completed, the holders of the Company's Third Lien Notes have
agreed to exchange their remaining notes for a new class of second
lien notes with a maturity date six months after the maturity date
of the new senior notes.

Inability to obtain a refinancing transaction, maturity extension
or other accommodation from NextWave's noteholders during the term
of the forbearance agreement would significantly restrict the
Company's ability to operate and could cause it to seek relief
through a filing in the United States Bankruptcy Court.  Any
alternative financing and/or maturity extension of NextWave's
notes may be costly to obtain, and could involve the issuance of
equity securities that could cause significant dilution to its
existing stockholders.

                  About NextWave Wireless

NextWave Wireless Inc. is a wireless technology company that
manages and maintains worldwide wireless spectrum licenses.


NORTHCORE TECHNOLOGIES: Manuweb to Cross Sell Asset Mgt. Solutions
------------------------------------------------------------------
Northcore Technologies Inc. announced a strategic partnership with
Manuweb Software Systems, Inc., to cross sell its asset management
and social commerce solutions.

"I am extremely excited that our previously announced partnership
strategy has yielded such quick results," said Amit Monga, CEO
Northcore Technologies.  "Manuweb and Northcore have highly
complementary product sets and an impressive collection of
customers.  Northcore now has the opportunity to bring its robust
suite of social commerce and asset management tools to a new, pre-
qualified customer base.  In addition, existing Northcore clients
can take advantage of Manuweb's offerings in the document
management and compliance space."

"Northcore has a toolset that presents an excellent fit with our
enterprise platform," said Van Potter, CEO of Manuweb Software
Inc.  "We strongly believe that there are significant
opportunities for both companies to cross sell our respective
solutions to each other's customer base."

                         About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."

The Company's balance sheet at March 31, 2011, showed C$595,000 in
total assets, C$1.83 million in total liabilities and a C$1.24
million in total shareholders' deficiency.


OCONEE REGIONAL: S&P Lowers Rating on Revenue Bonds to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating to 'BB'
from 'BB+' on Baldwin County Hospital Authority, Ga.'s series 1997
and 1998 revenue bonds issued for Oconee Regional Medical Center
(ORMC). The rating outlook is negative.

"The lower rating and negative outlook reflects our assessment of
Oconee's weaker operating results in fiscal 2010, with further
deterioration experienced through the second quarter of fiscal
2011, in part due to weak business volumes, rising expenses, and a
challenged local economy," said Standard & Poor's credit analyst
Meggi McNamara. "Furthermore, management has indicated that losses
will likely continue for the remainder of the fiscal year," said
Ms. McNamara.

More specifically, the rating reflects Standard & Poor's view of
ORMC's:

    Decreased fiscal 2010 operations and continued pressure
    through the interim period (six months ended March 30, 2011);

    Declining inpatient and outpatient volumes; and

    Weak demographics with high unemployment rates in the county.

Other credit factors considered by Standard & Poor's include
balance sheet measures that are low but are commensurate with a
speculative-grade rating and a solid business position in the
primary service area as the main referral facility for several
critical access hospitals in the area.

The negative outlook reflects Standard & Poor's opinion of ORMC's
recent operating pressures that are contributing to operational
losses in fiscal 2011, coupled with a weak liquidity position,
decreasing utilization, and management's expectation for continued
losses throughout fiscal 2011.

Although management is taking steps to reduce the losses,
demonstrated and sustained improvement would be needed for
Standard & Poor's to return the outlook to stable. Should losses
persist and volumes continue to decline or should liquidity
decline from current levels, a lower rating is possible.


OLD CORKSCREW: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Old Corkscrew Plantation, LLC
        22500 State Road 82
        Fort Myers, FL 33913

Bankruptcy Case No.: 11-14559

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                               Case No.
        ------                               --------
Old Corkscrew Plantation II, LLC             11-14563
Old Corkscrew Plantation III, LLC            11-14568
Old Corkscrew Plantation IV, LLC             11-14569
Old Corkscrew Plantation V, LLC              11-14572
Old Corkscrew Plantation VI, LLC             11-14578
Felda Plantation, LLC
  fka Old Corkscrew Plantation VII, LLC      11-14614

Chapter 11 Petition Date: July 29, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtors' Counsel: Paul S. Singerman, Esq.
                  BERGER SINGERMAN PA
                  200 South Biscayne Boulevard, Suite 1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340
                  E-mail: singerman@bergersingerman.com

Debtors'
Co-Counsel:       R. Pete Smith, Esq.
                  MCDOWELL, RICE, SMITH & BUCHANAN, P.C.

Debtors'
Chief
Restructuring
Officer:          KAPILA & COMPANY

Debtors'
Manager:          ARCADIA CITRUS ENTERPRISES, INC.

Scheduled Assets: $25,264,047

Scheduled Debts: $60,751,634

The petition was signed by Scott Westlake, managing member of Four
West, LLC, authorized agent.

List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Scott Westlake                     Loans                $4,827,907
4731 Bonita Bay Boulevard, Suite 1903
Bonita Springs, FL 34134

Crop Production Services           Trade Debt             $380,207
116 Jerome Drive
Immokalee, FL 34142

Scott and Vicki Westlake           Loan                   $338,511
4371 Bonita Bay Boulevard, Suite 1903
Bonita Springs, FL 34134

Griffin Fertilizer Company         Trade Debt             $322,808
P.O. Box 188
Frostproof, FL 33843

KCCG, LLC                          Loan                    $68,027

Helena Chemical Company            Trade Debt              $56,553

Passarella & Associates, Inc.      Trade Debt              $55,926

Davis Oil Co., Inc.                Trade Debt              $42,161

Car Two                            Trade Debt              $35,512

The Andersons                      --                      $30,517

Florida Grove Hedgers              Trade Debt              $29,058

Delisi Fitzgerald, Inc.            Trade Debt              $22,463

Everglades Farm Equipment          Trade Debt              $19,359

Pavese Law Firm                    Attorney Fees           $13,910

Keen Farm & Grove Service          Trade Debt              $12,617

Everglades Harvesting & Haul       Trade Debt              $12,377

Kelly Tractor                      Trade Debt              $11,557

Lewis, Longman & Walker, PA        Trade Debt               $8,347

Jackson Citrus Inc.                Trade Debt               $7,451

Florida Agribusiness, LLC          Trade Debt               $7,410


OPTI CANADA: Common Shares to be Delisted from TSX
--------------------------------------------------
OPTI Canada Inc. announced that the Toronto Stock Exchange has
determined to delist its common shares effective at the close of
market on Aug. 26, 2011, following a hearing held on July 21,
2011.  The delisting determination was imposed for failure to meet
the continued listing requirements of the TSX as a result of
OPTI's proceeding under the Companies' Creditor Arrangement Act
announced on July 13, 2011.  OPTI's common shares will remain
suspended from trading until the delisting occurs. OPTI's
delisting from the TSX will not affect the payment equal to
US$0.12 per common share as outlined in the Company's transaction
announcement on July 20, 2011.

The Company intends to apply for a listing on the TSX Venture
Exchange as soon as possible.  There can be no assurance that a
listing on the TSXV or another exchange will be obtained.

                            About OPTI

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada.  Its first project,
the Long Lake Project, has a design capacity for 72,000 barrels
per day (bbl/d), on a 100 percent basis, of SAGD (steam assisted
gravity drainage) oil production integrated with an upgrading
facility.  The Upgrader uses the Company's proprietary OrCrude(TM)
process, combined with commercially available hydrocracking and
gasification.  OPTI's common shares trade on the Toronto Stock
Exchange under the symbol OPC.

OPTI on July 13, 2011, reached agreement with a committee of
Secured Notes holders to restructure the Company's balance sheet
under the Companies' Creditors Arrangement Act.  At June 30, 2011,
OPTI had roughly C$189 million in cash and cash equivalents.  In
addition, it holds restricted cash of US$73 million in an interest
reserve account associated with its US$300 million First Lien
Notes.


OSI RESTAURANT: Deregisters Unsold Securities
---------------------------------------------
OSI Restaurant Partners, LLC, on April 25, 2011, filed a
registration statement on Form S-8 with respect to $10,290,000 of
deferred compensation obligations to be offered under the
Company's Partner Ownership Account Plan, dated May 1, 2011.

The offering of the Deferred Compensation Obligations pursuant to
this Registration Statement has been terminated.  Accordingly, the
Company removes from registration all Deferred Compensation
Obligations that remain unsold.

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.45
billion in total assets, $2.47 billion in total liabilities and a
$27.82 million total deficit.


PACIFIC AVENUE: Blue Air Threats to Foreclose Complex
-----------------------------------------------------
Susan Stabley at the Charlotte Business Journal reports that
EpiCentre's pending buyer is threatening to foreclose on the
uptown complex if a bankruptcy plan is delayed -- a maneuver that
would wipe out any funds set aside for creditors and could force
some tenants out of the property.

According to the report, Blue Air 2010 LLC, which bought the
$93.9 million EpiCentre note from Regions Financial Corp. in
November, is now poised to buy the complex under terms of a
Chapter 11 bankruptcy reorganization plan.

That plan must be voted on by creditors.  It sets aside about $1.1
million to repay EpiCentre contractors and others.

                         About Pacific Avenue

Pacific Avenue, LLC, is a North Carolina limited liability company
whose principal place of business is located in Charlotte, North
Carolina.  Together with Pacific Avenue II, LLC, the Company owns
and operates the EpiCentre, a mixed-use commercial development
consisting of approximately 302,000 rentable square feet of office
and retail/entertainment space, plus an underground parking deck,
located at 210 E. Trade St. in the city block surrounded by the
light rail line, Fourth Street, College Street, and Trade Street
in uptown Charlotte, North Carolina.

Linda W. Simpson, the U.S. Bankruptcy Administrator for the
Western District of North Carolina, appointed six members to the
official committee of unsecured creditors in the Chapter 11 case
of Pacific Avenue, LLC.

Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on
July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093).  Joseph W.
Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the
Company in its restructuring effort.  The Company estimated up to
$50,000 in assets and $50 million to $100 million in debts in its
bankruptcy petition.

The Company's affiliate, Pacific Avenue II, filed a separate
Chapter 11 petition.


PACIFIC RIM: Posts $4 Million Net Loss in Year Ended April 30
-------------------------------------------------------------
Pacific Rim Mining Corp. filed on July 27, 2011, its annual report
on Form 20-F for the fiscal year ended April 30, 2011.

During the year ended April 30, 2011, the Company incurred a loss
of $4,002,000 (2010 - $5,005,000) before discontinued operations
and as at April 30, 2011, has an accumulated deficit of
$90,100,000 (April 30, 2010 - $86,098,000).  "The Company will
require additional funding to maintain its ongoing exploration
programs and property commitments, for administrative purposes and
Central America-Dominican Republic-United States of America Free
Trade Agreement ("CAFTA") arbitration and negotiation," the
Company said in the filing.

The Company adds that the legal costs for CAFTA are substantial.
In addition, the Company anticipates that it will require
additional financing through, but not limited to, the issuance of
additional equity in order to fund its ongoing exploration and
CAFTA costs, of which there is no assurance.

The Company believes these conditions, among others, cast
substantial doubt on its ability to continue as a going concern.

Pacific Rim recorded a loss after discontinued operations of
$4,002,000 for fiscal 2011, compared to a loss of $4,967,000 for
fiscal 2010.  The decrease in net loss for fiscal 2011 compared to
fiscal 2010 is primarily related to decreased exploration
expenditures, general and administrative expenses, and costs
related to the CAFTA/ILES action, offset in part by a gain on the
sale of bullion during fiscal 2010 for which there is no
comparable item during fiscal 2011.

During fiscal 2011 the Company's cash and cash equivalents
decreased by $1,075,000 from $1,333,000 at April 30, 2010, to
$258,000 at April 30, 2011.  Short-term investments increased year
over year from $nil at April 30, 2010, to $787,000 at April 30,
2011.  As a result of the decreased cash and the increase in
short-term investments, current assets decreased by $219,000 year
over year from $1,414,000 at April 30, 2010, to $1,195,000 at
April 30, 2011.

The Company's balance sheet at April 30, 2011, showed $6,681,000
in total assets, $2,688,000 in total liabilities, and a
stockholders' equity of $3,993,000.

A copy of the Form 20-F is available at http://is.gd/5D3IBD

A copy of the consolidated financial statements for the fiscal
year ended April 30, 2011. is available at http://is.gd/rzWLmr

A copy of the press release announcing the Company's financial and
operating results for the twelve month ended April 30, 2011, is
available at http://is.gd/GSsu6p

Domiciled in British Columbia, Canada, Pacific Rim Mining Corp.
-- http://www.pacrim-mining.com/-- is involved in the exploration
and development of gold properties. The Company owns a 100%
interest in the mineral property known as El Dorado, located in El
Salvador, and carries out exploration activities in the United
States and Central America.

The El Dorado gold project in El Salvador was the focus of
virtually all of the Company's exploration work between 2002 and
2008, when efforts to advance its El Salvador projects, including
El Dorado, ceased as a result of the The Government of El
Salvador's passive refusal to issue a decision on the Company's
application for environmental and mining permits for the El Dorado
project.  The El Dorado project is now the subject of a legal
dispute initiated by the Company's subsidiary and owner of the El
Dorado project, Pac Rim Cayman LLC, under CAFTA and the Investment
Law of El Salvador (the "CAFTA/ILES" action).  Notwithstanding the
ongoing CAFTA/ILES legal action, the Company continues to seek a
negotiated resolution to the El Dorado permitting impasse and to
renewing its advancement of the El Dorado project.


PALMAS COUNTRY: Court Denies Confirmation of 2nd Amended Plan
-------------------------------------------------------------
Enrique S. Lamoutte Inclan, of the U.S. Bankruptcy Court for the
District of Puerto Rico, in a July 14, 2011 order, denied Palmas
Country Club Inc.'s request to confirm its Second Plan of
Reorganization.

In its motion, the Debtor noted the Court ordered, on a May 24,
confirmation hearing, to delete the discharge provisions objected
by the Office of the U.S. Trustee.  In compliance with the order,
on June 1, the Debtor filed its Second Amended Plan eliminating
the discharge and/or injunction language.

The Court also granted Debtor and Treasury 30 days to file a
settlement as to the administrative claim filed by Treasury or
file cross motions for summary judgment.  In compliance thereof,
the Debtor and Treasury reached a settlement, which was filed
under seal on or about July 12, 2011.

As reported in the Troubled Company Reporter on June 10, 2011, the
Second Amended Plan provides that the funds for the payment to
Debtor's Creditors will originate from the Puerto Rico Tourism
Development Fund.  A total of $150,000 was to be contributed to
the Plan by TDF.

Under the Plan, all of Debtor's secured creditors, except the
amounts owed pursuant to the TDF loan agreement, will be deemed to
have been paid in full out of the proceeds from the Sale pursuant
to Section 363 of the Bankruptcy Code.  Unsecured creditors,
except for the deficiency claim, will be paid on or before 30 days
after the effective date their pro rata share of the remaining
funds from the TDF Contribution after payment in full of
administrative and priority unsecured tax claims.  Holders of
equity interests will not receive a distribution under Debtor's
Plan and will be deemed cancelled as of the effective date.

A full-text copy of the Chapter 11 plan, as twice amended, is
available for free at:

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

                   About Palmas Country Club Inc.

Palmas Country Club Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-07072) on Aug. 4, 2010.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, assists
the Debtor in its restructuring effort.  The Debtor disclosed
$23,973,011 in assets and $58,546,398 in liabilities as of the
Petition Date.


PALM HARBOR: Expects to File Chapter 11 Plan This Week
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Palm Harbor Homes Inc. said in court papers that it
expects to file a Chapter 11 plan this week.  Mr. Rochelle says
Palm Harbor is asking the bankruptcy court to extend its exclusive
right to file a plan only until Aug. 8.  It wants the exclusive
right to solicit plan votes extended to Nov. 16.

According to the report, Palm Harbor says it will file the plan
hand-in-hand with the creditors' committee.  Terms of the plan
weren't spelled out in Palm Harbor's request for an extension of
the exclusivity.  The hearing on the exclusivity motion is set for
Aug. 16.

                      About Palm Harbor Homes

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

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

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

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

As reported in the TCR on May 16, 2011, Cavco Industries and
Fleetwood Homes filed with the Bankruptcy Court a motion for an
order enforcing and ordering Palm Harbor Homes to perform its
obligations under the Court-approved amended and restated asset
purchase agreement and to pay administrative expenses.  According
to Cavco and Fleetwood, the Debtors ceased paying former
employees' sales commissions and profit-sharing bonuses prior to
the closing date when the individuals were still employees of the
Debtors.


PATRIOT GLASS: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Patriot Glass & Mirror, Ltd., filed a Chapter 11 bankruptcy
petition (Bankr. N.D.N.Y. Case No. 11-12407) in Albany, New York,
on July 28, 2011, disclosing assets of $1.055 million and debts of
$1.455 million.

Eric Andersona at Times Union reports that the Company's projects
have included the HVCC admissions building and buildings at Albany
Nanotech.  Patriot Glass was founded in 1990.

According to the report, the Company's largest unsecured creditors
include Winslow Plumb of Schenectady, owed $282,680; Zimmcor Inc.
of Clifton Park, owed $221,387; and Painters Local 155 of
Poughkeepsie, owed $119,000.  First Niagara Bank holds a secured
claim of $518,000.


PERKINS & MARIE: Taps Deloitte Tax as Tax Services Provider
-----------------------------------------------------------
Perkins & Marie Callender's Inc. f/k/a The Restaurant Company and
its Debtor affiliates ask the U.S. Bankruptcy Court for the
District of Delaware for authority to employ Deloitte Tax LLP as
tax services provider, nunc pro tunc to June 15, 2011.

As tax service provider, Deloitte Tax will:

   (a) advise the Debtors in their work with their counsel and
       financial advisors on the cash tax effects of
       restructuring and bankruptcy and the postrestructuring tax
       profile, including plan of reorganization tax costs;

   (b) advise the Debtors regarding the restructuring and
       bankruptcy emergence process from a tax perspective,
       including the tax work plan;

   (c) advise the Debtors on the cancellation of debt income for
       income tax purpose under Internal Revenue Code Section
       108;

   (d) advise the Debtors on post-bankruptcy tax attributes
       available under the applicable tax regulations and the
       reduction of such attributes based on the Debtors'
       operating projections, including a technical analysis of
       the effects of Treasury Regulation Section 1.1502-28 and
       the interplay with IRC sections 108 and 1017;

   (e) advise the Debtors on potential effect of the Alternative
       Minimum Tax in various post-emergence scenarios;

   (f) advise the Debtors on the effects of tax rules under IRC
       Sections 382(1)(5) and (1)(6) pertaining to the post-
       bankruptcy net operating loss carryovers and limitations
       on their utilization and the Debtors' ability to qualify
       for IRC section 382(1)(5);

   (g) advise the Debtors on net built-in gain or net built-in
       loss position at the time of "ownership change", including
       limitations on use of tax losses generated from post-
       restructuring or post-bankruptcy asset or stock sales;

   (h) advise the Debtors as to the proper treatment of
       postpetition interest for state and federal income tax
       purposes;

   (i) advise the Debtors as to the proper state and federal
       income tax treatment of prepetition and postpetition
       reorganization costs including restructuring-related
       professional fees and other costs, the categorization and
       analysis of such costs and the technical positions related
       thereto;

   (j) advise the Debtors on their evaluation and modeling of the
       tax effects of liquidating, disposing of assets, merging
       or converting entities as part of the restructuring,
       including the effects on federal and state tax attributes,
       state incentives, apportionment and other tax planning;

   (k) advise the Debtors on state income tax treatment and
       planning for restructuring or bankruptcy provisions in
       various jurisdictions including cancellation of
       indebtedness calculation, adjustments to tax attributes
       and limitations on tax attribute utilization;

   (l) advise the Debtors on responding to tax notices and audits
       from various taxing authorities;

   (m) assist the Debtors with identifying potential tax refunds
       and advise the Debtors on procedures for tax refunds from
       taxing authorities;

   (n) advise the Debtors on income tax return reporting of
       bankruptcy issues and related matters;

   (o) advise the Debtors in their review and analysis of the tax
       treatment of items adjusted for financial reporting
       purposes as a result of "fresh start" accounting as
       required for the emergence date of the U.S. financial
       statements in an effort to identify the appropriate tax
       treatment of adjustments to equity and other tax basis
       adjustments to assets and liabilities recorded;

   (p) assist in documenting, as appropriate, the tax analysis,
       development of the Debtors' opinions, recommendations,
       observations and correspondence for any proposed
       restructuring alternative tax issue or other tax matter;

   (q) advise the Debtors regarding other state or federal income
       tax questions that may arise in the course of this
       engagement, as requested by the Debtors, and as may be
       agreed to by Deloitte Tax;

   (r) advise the Debtors in their efforts to calculate tax basis
       on the stock in each of the Debtors' subsidiaries or other
       entity interests; and

   (s) advise the Debtors with their evaluation of any original
       issue discount or applicable high yield discount
       obligation provisions that may be associated with the new
       debt instruments instituted in connection with the
       restructuring or bankruptcy filing.

The Debtors will pay Deloitte Tax based on its hourly rates, which
are:
                                Local      National Tax and
   Title                        Rate       Bankruptcy Specialists
   -----                        -----      ----------------------
   Partner, Principal, or
      Director                   $650               $900
   Senior Manager                $560               $770
   Manager                       $490               $675
   Senior                        $395               $505
   Staff                         $285               $380

Vincent DeGutis, a partner of Deloitte Tax, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                 About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

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


PHILADELPHIA ORCHESTRA: Nero Aims to Probe Annenberg Foundation
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Peter Nero, the conductor of the Philly Pops, filed
papers asking the bankruptcy court to compel the Annenberg
Foundation to turn over documents relating to a $50 million gift
the foundation made to the Philadelphia Orchestra in 2003.

According to the report, Mr. Nero filed his motion in response to
the orchestra's statements that it intends to reject the agreement
to produce the Philly Pops concerts, where Mr. Nero is director.
Mr. Nero is the founder, music director and conductor of the Pops,
his court papers say.  The orchestra says it has been losing money
producing the Pops.

Mr. Rochelle discloses that Mr. Nero's court filing says "it is
believed" that producing the Pops concerts is required by the
foundation's gift.  Mr. Nero wants the bankruptcy judge in
Philadelphia to require the foundation to turn over a broad list
of documents regarding its relationship with the orchestra.
Mr. Nero wants a "share of" the orchestra's endowment to support
the Pops if they're no longer produced by the orchestra, according
to the papers.  No hearing date has been set as yet on Mr. Nero's
document request. The foundation has until Aug. 12 to object.

                  About the Philadelphia Orchestra

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

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

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

The orchestra said it needs relief from pension obligations, a new
lease with the Kimmel Center where it performs, and a new union
contract with musicians.

The Philadelphia Orchestra Association is being advised by
Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Encore Series, Inc., tapped EisnerAmper LLP as
accountants and financial advisors.

Reed Smith LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Advisory Services LLP is
the financial advisor to the Committee.


PILGRIM'S PRIDE: Dist. Court Dismisses David Buchanan Suit
----------------------------------------------------------
District Judge Harry S. Mattice, Jr., dismissed the lawsuit, David
Buchanan, v. Pilgrim's Pride Corporation, Case No. 1:10-cv-242
(E.D. Tenn.), at the defendant's behest.  The Defendant filed with
the Court a Request for Judicial Notice and Motion to Dismiss on
Aug. 30, 2010.  The Defendant asks the Court to take judicial
notice of filings in a related bankruptcy proceeding.  On June 9,
2011, the Court warned the Plaintiff that failure to respond to a
motion may be deemed a waiver of any opposition to the relief
sought and that his failure to respond to the Defendant's Request
for Judicial Notice" and Motion to Dismiss on or before June 30,
2011, would result in the Court construing the request and motion
as unopposed and deciding them without hearing from him.  More
than three weeks have passed since that deadline without the
Plaintiff filing a response.  A copy of Judge Mattice's July 25,
2011 Memorandum and Order is available at http://is.gd/reoz0afrom
Leagle.com.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from its Chapter 11 bankruptcy proceedings on Dec.
28, 2009.

                           *     *     *

According to the Troubled Company Reporter on July 5, 2011,
Moody's Investors Service downgraded Pilgrim's Pride's Corporate
Family and Probability of Default ratings to B2 from B1 and senior
unsecured note rating to Caa1 from B3 given the lack of
improvement in chicken prices and its consequent impact on
Pilgrim's Pride's financial performance, including expectations
for modest EBITDA at best for 2011. Moody's concern is somewhat
mitigated by the covenant relief provided by Pilgrim's lenders and
the cash advance of $50 million from JBS USA (a PIK subordinated
loan provided by a sister company). The SGL-3 speculative grade
liquidity rating was affirmed. The outlook is stable.


PONTIAC, MI: Closes Police Department Amid Spending Cuts
--------------------------------------------------------
Jonathan Oosting, writing for Michigan Live's MLive.com, reports
that the Oakland County Sheriff's Department took over patrols in
Pontiac, Michigan, Sunday night under a contract orchestrated by
state-appointed financial manager Michael Stampfler, who has
suggested Pontiac could face bankruptcy without serious spending
cuts.

According to the MLive report, officials say the transition will
not have a major impact on local officers -- all 50 who had
avoided recent layoffs have been hired by the county -- or local
staffing levels, as the county will deploy more deputies than the
city could afford in recent months.  At the very least, the report
adds, the transition will provide an informative and potentially
controversial case study in Gov. Rick Snyder's approach to
struggling cities.

Earlier this year, Mr. Stampfler became the state's first
emergency manager to use newly-afforded powers to throw out a
union contract as he worked to eliminate the Pontiac Police
Department, and the contract with the county aligns with Gov.
Snyder's push for local governments to cut costs by sharing
resources.

According to MLive, Mr. Stampfler, who has suggested he could not
eliminate Pontiac's accumulated deficit even if he were to lay off
every general-fund employee, says the contract will save the city
$2 million a year.

According to the report, Oakland County has similar contracts with
several local municipalities, but Pontiac's is unique.  Executive
L. Brooks Patterson led a successful campaign for a last-minute
amendment that allows Oakland to void the contract and suspend
patrols if Pontiac goes bankrupt, so long as it provides a 30-day
notice.

As reported by the Troubled Company Reporter on May 9, 2011,
Moody's Investors Service downgraded the general obligation
limited tax rating for the Pontiac Building Authority (MI) to Caa1
from B2.  The Caa1 rating applied to $615,000 in outstanding lease
rental bonds that are secured by the city of Pontiac's general
obligation limited tax pledge.

According to Moody's, the downgrade of the Pontiac's GOLT rating
to Caa1 reflects the city's extremely limited liquidity that
presents a heightened risk of payment default on debt service due
in June and thereafter, several consecutive years of negative
General Fund balances exacerbated by deficits in various other
funds requiring General Fund support, and uncertainty surrounding
management's plans to stabilize the city's financial position. The
Caa1 rating also considers the severely challenged local economy,
which is heavily concentrated in the automotive industry, and
significant tax appeals. The negative outlook reflects the
likelihood that the city's financial position will continue to
deteriorate due to greater than anticipated revenue shortfalls,
additional tax appeals further pressuring declining valuations and
shrinking revenues, and lack of information which ultimately
questions the city's ability to make timely debt service payments.


QUANTUM CORP: Incurs $5.22 Million Net Loss in First Quarter
------------------------------------------------------------
Quantum Corporation reported a net loss of $5.22 million on
$153.53 million of total revenue for the three months ended
June 30, 2011, compared with a net loss of $2.69 million on
$163.22 million of total revenue for the same period during the
prior year.

The Company's balance sheet at June 30, 2011, showed
$414.89 million in total assets, $472.34 million in total
liabilities, and a $57.45 million stockholders' deficit.

"We are not pleased with our overall revenue result for the
quarter and specifically the fact that disk systems and software
sales did not meet our growth expectations; however, our branded
business grew 3 percent and we delivered another strong quarter
for tape automation," said Jon Gacek, president and CEO of
Quantum.  "We also took a number of actions that we believe will
expand our market reach and drive growth in the coming quarters,
including introducing our first StorNext(R) appliance, acquiring
Pancetera Software and preparing for today's launch of our new
DXi6701 and DXi6702 appliances.  We believe these actions, along
with our continued focus on improving sales and go-to-market
execution, will enable us to get back on track and deliver on our
fiscal 2012 goals."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/dRfB7n

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUEPASA CORP: Registers 5 Million Shares of Common Stock
--------------------------------------------------------
Quepasa Corporation filed with the U.S. Securities and Exchange
Commission a Post-Effective Amendment No.1 to Form SB-2 on Form
S-3 relating to the sale of up to 1,000,000 shares of the
Company's common stock and 4,000,000 shares of common stock
issuable upon exercise of warrants which may be offered by the
selling shareholders.  The Company will not receive any proceeds
from the sales of shares of its common stock by the selling
shareholders.  The Company will, however, receive proceeds in
connection with the exercise of the warrants.

The Registration Statement was originally filed in February 2007.
In connection with 2006/2007 financings, the Company agreed to
keep the 2007 Registration Statement current and effective until
such time as the investors sold all of their securities.  The
Company filed the Amendment as a result of one of the investors
requesting to exercise his warrants.

The Company's common stock trades on the NYSE Amex under the
symbol "QPSA".  As of July 26, 2011, the closing price of our
common stock was $9.37 per share.

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

                      http://is.gd/ImYJwK

                   About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

Quepasa reported a consolidated net loss of $6.65 million on
$6.05 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $10.58 million on $536,000 of revenue
during the prior year.

The Company's balance sheet at March 31, 2011, showed $21.01
million in total assets, $7.73 million in total liabilities and
$13.28 million in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, independent
report following the 2010 results did not contain a going concern
qualification for Quepasa Corp.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at Dec. 31, 2009.


QUINCY MEDICAL: U.S. Trustee Blocks Request to Pay Consultants
--------------------------------------------------------------
Jack Encarnacao at The Patriot Ledger reports that the U.S.
Department of Justice has filed an objection opposing the way
Quincy Medical Center is paying a Chicago-based consultant to
guide it through bankruptcy and sale proceedings.

According to the report, the office of William Harrington, the
region's United States trustee, said in its July 27 motion that
the compensation structure does not conform with elements of
bankruptcy law.

The report says Quincy Medical Center is paying Navigant
Consulting Inc., an investment bank with a track record of working
with struggling hospitals, a flat $75,000 monthly fee for its work
facilitating the sale.  Navigant is also contracted to do
financial advisory work for the hospital, such as keeping track of
its books to ensure compliance with bankruptcy law.  For that type
of work, Navigant is paid an hourly fee.

The Patriot Ledger says the hospital reported in its initial
Chapter 11 bankruptcy filing on July 1 that it paid Navigant a
total of $1.6 million, plus a $500,000 retainer, between March 1
and June 30.

In his motion, Mr. Harrington states that Quincy Medical Center
does not spell out in enough detail the work for which it pays
Navigant a flat fee.

The report notes State Attorney General Martha Coakley has also
filed an objection in the bankruptcy case.  The motion reserves
her office's right to take longer to complete a required review of
the sale to Steward, a for-profit company, than is called for in a
sale timeline the hospital filed in court.

A committee of Quincy Medical Center's creditors filed a motion
supporting the hospital's arrangement with Navigant.  The motion
says the cost of retaining Navigant is not high relative to the
$38 million Steward is willing to pay for the hospital, and to
upset the arrangement would risk disrupting and delaying the sale
process.

                   About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.

Quincy Medical Center, Inc. together with two affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on
July 1, 2011.

John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves
as counsel to the Debtors.  Navigant Capital Advisor LLC and
Navigant Consulting Inc. serve as financial advisors.  Epiq
Bankruptcy Solutions LLC is the claims, noticing, and balloting
agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


RENO-SPARKS INDIAN: Fitch Affirms Long-Term IDR at 'BB'
-------------------------------------------------------
Fitch Ratings takes this rating action on Reno-Sparks Indian
Colony, NV (RSIC) as part of its continuous surveillance efforts:

   -- Long-term Issuer Default Rating (IDR) affirmed at 'BB'.

The Rating Outlook is Stable.

Key Rating Drivers

   -- Continued improvement in general government and health care
      clinic financial operations is a credit positive. Colony
      management projects a full reduction of the fund deficit and
      return to positive balance by fiscal 2011 close.

   -- The rating reflects the overall operations of the RSIC for
      which financial resources are solely dependent upon
      economically sensitive and concentrated sales and excise
      taxes in a region hit particularly hard by the economic
      downturn with little signs of recovery over the near term.

   -- Following previous delays, the opening of a major retailer
      on tribal land last year should continue to lead to revenue
      diversification away from tobacco sales and excise tax. This
      should create more financial stability over the long term
      although a high level of concentration is likely to remain.

   -- Solid financial management is reflected in a willingness to
      budget conservatively and cut expenditures in response to
      under-budget tobacco sales tax revenues. Despite the
      colony's important tax advantage and competitive pricing,
      this revenue has weakened of late and Fitch believes the
      long-term trend will show continued declines.

   -- RSIC maintains additional financial resources outside of the
      general and enterprise funds which can provide short-term
      financial cushion if needed.

   -- The debt service burden on the budget is elevated but the
      overall debt load is manageable.

What Could Trigger a Rating Action

   -- Continued improvement in financial performance, dependent
      upon RSIC's ability to manage spending against fluctuations
      in enterprise fund revenues, would be viewed positively by
      Fitch.

   -- Demonstrated further diversification of sales tax revenues
      and ability to manage an increase in fixed costs associated
      with further leverage could reduce the overall risk profile
      for the credit.

Credit Profile

The tribe's authority to levy and collect sales and excise taxes
on businesses operating on tribal trust land is generated from an
agreement with the state signed in 1991. Tribal trust land
consists of about 2,000 non-contiguous acres in and around
downtown Reno, Nevada. The agreement stipulates that the tribe
must charge a rate at least equivalent to the state's sales and
excise taxes on tobacco products (sold at its smoke shops) but
because it does not pay taxes on tobacco product purchased for
sale, maintains an important pricing advantage over its non-tribal
competitors. The tribe has flexibility on sales taxes levied on
other business operations, like general retail and auto sales.
There are no other tribally owned smoke shops in the RSIC service
area.

Fiscal 2011 is poised to be a significant year for colony
financial operations as management meets two important self-
imposed benchmarks; diversification (as defined by the colony)
away from tobacco sales tax revenue and a return to positive
balance in the general fund. Sales tax revenues from the five
tribal-owned smoke shops have been the colony's largest source of
revenues historically. Fiscal 2009 and 2010 tobacco sales and
excise tax revenues totaled 66% (audited) and 56% (unaudited) of
general fund revenues, respectively.

Following some delays, the opening of Wal-Mart on colony land
occurred in October 2010. Wal-Mart (rated 'AA', Stable Outlook by
Fitch) is slated to be the largest single generator of sales tax
revenues. Mid-way through fiscal 2011, the colony projects that
Wal-Mart sales taxes will represent 30% of total sales tax
revenues which when added to receipts largely from high-end car
dealerships, tips non-tobacco sales tax revenue just over the 50%
mark. The colony reports that all future economic development
projects, including those in the pipe-line, will be focused on
continued diversification away from tobacco sales taxes.

The colony reports another important achievement in fiscal 2011
with projected results showing a full reversal of the general fund
deficit and a return to accumulated balance. Protracted
recessionary pressure and delays in the Wal-Mart opening caused
under-budget sales tax revenues for both tobacco and other retail
to prolong the colony's planned replenishment of unreserved
balance in the general fund. The unaudited fiscal 2010 general
fund accumulated deficit totaled negative $450,000 (4.5% of
spending) and reflects a sizable reduction from a year prior, due
to a $1.4 million net surplus, and down significantly from the
negative 25% accumulated fund deficit reported in fiscal 2007.
The original cause of the deficit was transfers to the colony's
old healthcare clinic that was replaced with a new facility funded
with series 2006 bond proceeds. The clinic opened in 2008 and
maintains solid profitability. The successful operation of the
clinic is a credit positive as Fitch's concern regarding continued
general fund support is now very minimal.

The fiscal 2010 surplus was driven largely by prudent budget
management with the colony reducing expenditures in response to
under-budget sales taxes. The colony is projecting a $2.5 million
operating surplus for fiscal 2011 which management projects will
fall directly to fund balance. Importantly, the RSIC retains
fiscal cushion outside the general fund in the enterprise, grant
and capital funds. As of May 31, 2011 the colony reports $5.4
million in unrestricted balances outside the general fund,
representing a solid cushion against $11.6 million in fiscal 2011
budgeted general fund spending.
Fitch notes that the colony's credit profile will always include a
dependence on economically sensitive revenue streams and
concentration among a few top taxpayers but diversification within
this revenue source is a credit positive. Future upward rating
action will be dependent upon the colony's continued demonstrated
ability to manage expenses against fluctuations in these revenues
to maintain structural balance and fiscal cushion.

The RSIC has outstanding debt of $14.9 million, series 2006 fixed
rated bonds rated 'AA-' by Fitch based on a direct-pay letter of
credit (LOC) provided by U.S. Bank, National Association. The
RSIC's debt profile includes $7.2 million in outstanding bank
loans in addition to the series 2006 bonds. The colony is
currently preparing its $8 million sales tax bond issuance for
2012. Pursuant to an agreement with the state, the sales tax bonds
will fund construction of a state restitution center in exchange
for the tribe obtaining six acres of state land adjacent to the
Wal-Mart site which will be used for future economic development.

The tribe's exposure to the capital costs of the restitution
center is capped at $8 million. According to the colony, the
revenue sharing agreement is awaiting state approval which
outlines payment of debt service on the bonds from revenue sharing
payments from the colony. The colony fiscal 2011 budget includes
two months of payments associated with the agreement and fiscal
2012 will be the first year of full funding.

The LOC supporting the series 2006 bonds was auto-renewed again
and expires in June 28, 2012. If the LOC is terminated without
substitution, a mandatory tender is triggered. At that point the
bonds become bank bonds and the terms of the indenture specify
that the RSIC must pay the bonds in full within 36 hours or pay a
rate to the bank of 5% above prime until the bonds are paid in
full. Ongoing payments required under a bank bond scenario would
add significant additional stress to the RSIC's financial profile,
as debt service on the bonds, already a high 18.5% of general fund
spending, would rise notably.

The RSIC is a federally recognized tribe with a reservation
consisting of noncontiguous trust land totaling over 2,000 acres
in and around downtown Reno, Nevada, within Washoe County (the
county). The tribe has approximately 1,025 enrolled members and
employs approximately 281 people, 45% of which are tribal members.
The tribe is governed by an eight-member tribal council and a
tribal chairman, all elected to four year staggered terms.


ROCK & REPUBLIC: Great American Reports Record Response to Auction
------------------------------------------------------------------
Great American Group disclosed that its webcast auction for the
assets of "avant-garde" wholesaler and retailer Rock & Republic
Enterprises, Inc. was one of the company's most well-attended
auctions with more than 500 registered for the July 26 auction.

"We had pre-registered buyers both online and onsite, with
standing-room-only at the auction site, so we knew ahead of time
that it was going to be a fantastic event," said Roy Gamityan, a
senior vice president/Industrial with Great American Group and the
auctioneer at the event.  "We received a great number of bids for
the Shelby Mustang, which we anticipated from the amount of calls
we had gotten about it.  Overall, it was a huge success."

A rare 1965 Shelby Mustang GT 350 SR, the most unique among
several other vehicles being auctioned, sold for $141,250 -- which
included a buyer's premium of 13 percent.

"We had bidders for the car from around the world -- from the
United States, Canada, and Mexico to the United Kingdom, Thailand,
India, Columbia, and Bulgaria," Gamityan said.  "In the end, it
was sold to a winning bidder who lives here in Los Angeles."

As a former denim jeans manufacturer, other Rock & Republic
auction items included jeans, clothing materials, threads, garment
machinery, sewing machines, and warehouse and garment racking --
along with computers, printers and tradeshow displays.

In addition to the Shelby Mustang, other vehicles up for auction
included a 2006 Bentley Continental Flying Spur, a 2006 Aston
Martin V8 Vantage, two 2006 Volkswagen Touaregs, a 2008 GMC Sierra
1500 Truck, a 2005 Ford E450 Box Van, a 2005 Ford E350 Van, and a
2006 Mercedes Benz C230.

"The sale exceeded our expectations in every way," Gamityan said.
"Trust Plan Administrator David Gottlieb, who appointed us to
conduct the auction, was very happy with the results of the
sale...and commended our team for a job well done given the
circumstances and pressure we were under during the lotting
process."
                    About Rock & Republic

Rock & Republic Enterprises, Inc., was a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, was the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
served as the Debtors' Forensic Accountants.  Donlin Recano served
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors was represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.

In December 2010, VF Corporation, Rock and Republic and The
Official Committee of Unsecured Creditors executed an asset
purchase agreement for VF to acquire the trademarks and
intellectual property -- but not the business operations or retail
stores -- of Rock and Republic.  VF is a global leader in branded
lifestyle apparel with more than 30 brands, including Wrangler(R),
The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All
Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R),
lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R),
Red Kap(R), Reef(R), Riders(R)and Splendid(R).

Subsequently, the Debtors, the Committee and VF proposed a plan of
liquidation for Rock & Republic predicated upon the VF deal.  VF
agreed to purchase the Debtors' IP assets for $57 million.  The
inventory, stores and other assets that VF did not buy were
transferred to a liquidating trust under the plan.

On March 23, 2011, the Bankruptcy Court entered an order
confirming the Amended Joint Consolidated Joint Chapter 11 Plan
for Rock & Republic and Triple R.  The Plan became effective on
March 30 and David K. Gottlieb was appointed as the Liquidating
Trust Administrator.


RYLAND GROUP: Incurs $10.71 Million Net Loss in Q2
--------------------------------------------------
The Ryland Group, Inc., reported a net loss of $10.71 million on
$225.22 million of total revenues for the three months ended
June 30, 2011, compared with a net loss of $21.76 million on
$373.27 million of total revenues for the same period a year ago.
The Company also reported a net loss of $30.25 million on $400.15
million of total revenues for the six months ended June 30, 2011,
compared with a net loss of $36.06 million on $624.04 million of
total revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.57 billion
in total assets, $1.05 billion in total liabilities and $513.79
million in total equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/6zQC19

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

                           *     *     *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SAINT VINCENTS: Cancels Auction for Staten Island Assets
--------------------------------------------------------
American Bankruptcy Institute reports that Saint Vincent Catholic
Medical Centers of New York canceled auction scheduled for July 28
for its Staten Island, N.Y., assets after failing to receive any
qualified competing bids.

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SAINTS MEDICAL: Fitch Maintains RWE on 'BB+'-Rated Revenue Bonds
----------------------------------------------------------------
Fitch has maintained the Rating Watch Evolving on $45 million
series 1993 revenue bonds issued on behalf of the Saints Medical
Center (Saints) by the Massachusetts Health and Educational
Facilities Authority. The bonds are rated 'BB+'.

On July 21, 2011, Saints announced that its board of trustees
voted to enter into and execute an asset purchase agreement to
become part of Steward Health Care LLC. The terms of the
agreement, which must receive regulatory approval, include the
refunding of Saints' outstanding bonds. Fitch will monitor the
progress of the transaction and take rating action as appropriate.


SALON MEDIA: Inks Employment Agreement with David Talbot
--------------------------------------------------------
As previously disclosed, Salon Media Group, Inc., appointed David
Talbot, a member of the Company's Board of Directors, as interim
chief executive officer of the Company succeeding Mr. Richard
Gingras who resigned from his position as the CEO and Director of
the Company on June 21, 2011, effective as of July 8, 2011.

On July 26, 2011, Mr. Talbot entered into an employment agreement
with the Company dated July 22, 2011, establishing the terms and
conditions of his service as Chief Executive Officer from and
after July 18, 2011.  Pursuant to the employment agreement, Mr.
Talbot will be paid a base salary of $17,500 semi-monthly (which
equals $210,000 per year), less applicable tax and other
withholdings, and will be eligible to participate in various
Company fringe benefit plans, including medical, dental, vision,
short term disability, long term disability, life insurance,
401(k), and vacation programs.  Mr. Talbot also received an option
to acquire 400,000 shares of the Company's common stock pursuant
to the Company's 1994 Plan, vesting at the rate of 100,000 every
three months, provided Mr. Talbot remains employed as the interim
CEO of the Company.  The first vesting will take place on Oct. 31,
2011, with subsequent vestings on Jan. 31, 2012, April 30, 2012,
and July 31, 2012.  Additionally, Mr. Talbot will be eligible to
receive an additional 750,000 of immediately vested stock options
upon achievement of certain goals and the occurrence of one or
more events as contemplated in the Employment Agreement.

A full-text copy of the Employment Agreement is available for free
at http://is.gd/a1iF18

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

The Company reported a net loss attributable to common
stockholders of $2.58 million on $4.57 million of net revenues for
the year ended March 31, 2011, compared with a net loss
attributable to common stockholders of $4.86 million on $4.29
million of net revenues during the prior year.

The Company's balance sheet at March 31, 2011, showed $1.63
million in total assets, $10.63 million in total liabilities and a
$9.00 million total stockholders' deficit.

As reported by the TCR on July 4, 2011, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
fiscal 2011 results.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations and has an accumulated deficit of $108.4 million at
March 31, 2011.


SB PARTNERS: Incurs $232,853 Net Loss in June 30 Quarter
--------------------------------------------------------
SB Partners filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, reporting a net loss of
$232,853 on $611,957 of total revenues for the three months ended
June 30, 2011, compared with a net loss of $87,096 on $722,668 of
total revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed
$18.32 million in total assets, $20.41 million in total
liabilities, and a $2.08 million total partners' deficit.

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

                       http://is.gd/SqKDcn

                        About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.

The Company reported a net loss of $623,117 on $2.61 million of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $23.60 million on $2.58 million of total revenues
during the prior year.

As reported by the TCR on June 23, 2011, Dworken, Hillman, LaMorte
and Sterczala, P.C., in Shelton, Connecticut, did not include a
substantial doubt qualification in its report on the Company's
2010 financials.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken Hillman expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on Feb. 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.


SCOVILL FASTENERS: Taps Hays Financial as Trustee Accountant
------------------------------------------------------------
S. Gregory Hays, in his capacity as Chapter 7 Trustee for the
bankruptcy estate of Scovill Fasteners Inc. and its debtor
affiliates, ask the U.S. Bankruptcy Court for the Northern
District of Georgia for authority to employ Hays Financial
Consulting LLC as accountants.

The Trustee needs Hays Financial to:

   (a) advise and assist Trustee and Trustee's attorneys in
       connection with an investigation of the affairs of the
       Debtors;

   (b) advise and assist the Trustee and other professionals
       employed by Trustee with regard to the preparation and
       filing of any and all tax returns which may be required;

   (c) advise and assist the Trustee and counsel regarding the
       retiree benefits plans and to coordinate communications
       with retirees;

   (d) provide support and assistance with regard to the proper
       receipt, disbursement and accounting for funds and other
       property of the estate;

   (e) review, analyze and report to Applicant and Applicant's
       legal counsel with regard to any financial reports;
       information or data concerning the administration of this
       case; the liquidation of assets; the collection of
       accounts receivable owed to the Debtors; and the
       enforcement and collection of any claims, including,
       without limitation, claims for preferences, fraudulent
       conveyances, and other transfers avoidable under the
       Bankruptcy Code, improper disposal of assets, and other
       claims of recovery granted to the Estates;

   (f) to provide assistance and advice with regard to the
       preservation, maintenance, and management of assets of the
       Debtors, and the advantageous disposition of any assets of
       Debtors;

   (g) to perform any other services that may be required as
       accountants for Trustee to assist Trustee's attorneys in
       the performance of Trustee's duties and exercise of
       Trustee's rights and powers under the Bankruptcy Code.

Hays Financial will be paid according to its hourly rates, which
are:

     Managing Principal                           $100
     Managing Director                     $300 - $400
     Director                              $180 - $275
     Manager                               $125 - $200
     Sr. Associates/Associates             $100 - $175

Hays Financial will also be reimbursed for its necessary out-of-
pocket expenses.

S. Gregory Hays, a managing principal of Hays Financial, assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produced snap fasteners and tack
buttons.  It manufactured the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, served as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated assets at $10 million to $50 million and debts at
$100 million to $500 million.

An Official Committee of Unsecured Creditors was appointed in the
case.  The Committee is represented by Greenberg Traurig, LLP, as
its counsel.
The bankruptcy case concerning Scovill Fasteners Inc. was
converted to a case under Chapter 7 on July 12, 2011.
The Chapter 11 trustee and the Official Committee of Unsecured
Creditors, on July 1, filed a joint motion seeking an order
converting the Chapter 11 cases due to the mounting and already
substantial cost of administration of these estates in chapter 11,
the absence of an operating business of the Debtors, the fact that
conversion of the cases is in the best interests of the estates,
the Debtors, and the creditors of the estates.

Donald F. Walton, U.S. Trustee, Region 21, appointed S. Gregory
Hays as interim trustee in the case to take over the Debtor's
estate.


SEAHAWK DRILLING: Court OKs ADR for $9-Mil. in PI Claims
--------------------------------------------------------
The Troubled Company Reporter previously reported that Seahawk
Drilling filed with the U.S. Bankruptcy Court an emergency motion
for an order approving procedures for (A) liquidating and settling
approximately $9 million in personal injury claims through direct
negotiation and/or alternative dispute resolution and/or (B)
modifying the automatic stay to permit certain litigation with
respect to such personal injury claims to proceed.

After a July 21, 2011 hearing, the Court granted the motion.

A copy of the Alternate Dispute Resolution Procedures is available
for free at http://bankrupt.com/misc/SeaHwADR.pdf

                        About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SEAHAWK DRILLING: Wants Aucoin Claims as Claims Consultant
----------------------------------------------------------
Seahawk Drilling, Inc. and its Debtor affiliates, ask the U.S.
Bankruptcy Court for the Southern District of Texas for authority
to employ Aucoin Claims Service, Inc. as claim consultant.

The Debtors will engage Aucoin to render, among other things,
professional services that may include, without limitation, all
aspects of claims investigation, including taking statements from
witnesses and claimants, inspecting accident scenes, vessel
inspections, safety audits, meeting with and preparing expert
witnesses, reviewing and summarizing medical records, research and
analysis of issues related to liability, legal causation, and
seaman's status, negotiating and effecting agreed liquidation
amounts with holders of Personal Injury Claims, preparation and
evaluation of expert reports, and preparing for and testifying in
proceedings.

Aucoin will be paid an $85 flat hourly rate plus expenses.

Patrick W. Aucoin, the president, senior claims representative,
and owner of Aucoin Claims, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SNL FINANCIAL: S&P Assigns Prelim. 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Charlottesville, Va.-based SNL
Financial LC. The outlook is positive.

"At the same time, we issued the company's proposed $205 million
senior secured credit facilities a preliminary issue-level rating
of 'B+' (one notch above the 'B' preliminary corporate credit
rating), with a preliminary recovery rating of '2', indicating our
expectation of substantial (70% to 90%) recovery for debtholders
in the event of a payment default. The senior secured credit
facilities consist of a $30 million revolver due 2016 and a $175
million term loan due 2018," S&P related.

"Our preliminary 'B' corporate credit rating on SNL reflects our
view that the company will post low-double-digit revenue and
EBITDA growth over the balance of 2011," said Standard & Poor's
credit analyst Chris Valentine. "In our opinion, SNL's business
risk profile is weak because of a narrow business position, a
relatively small size, and revenue exposure to volatile financial
markets. We regard the financial risk profile as highly leveraged,
based the company's high lease-adjusted debt to EBITDA ratio of
above 5x, based on March 31, 2011 EBITDA and on questions around
the private-equity owner's financial policy, following the
proposed transaction."

"The positive outlook reflects our view that SNL Financial should
be able to generate positive discretionary cash flow and pay down
the debt over the near term absent a leveraging transaction," said
Mr. Valentine.


SOLAR DRIVE: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Solar Drive, LLC
        2450 Solar Drive
        Los Angeles, CA 90046

Bankruptcy Case No.: 11-42298

Chapter 11 Petition Date: July 28, 2011

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

Judge: Peter Carroll

Debtor's Counsel: Carolyn A. Dye, Esq.
                  LAW OFFICES OF CAROLYN A. DYE
                  3435 Wilshire Boulevard, Suite 1045
                  Los Angeles, CA 90010
                  E-mail: trustee@cadye.com

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

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

The petition was signed by Tim Devine, manager.

Debtor's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Tim Devine                         Advances for         $8,000,000
1400 Devlin Drive                  Development of
Los Angeles, CA 90069              PR

THornberg Mortgage                 1st Trust Deed       $2,618,000
3815 South West Temple
Salt Lake City, UT 84115-4412

Ashford Transition Fund I, L.P.    3rd Trust Deed       $2,500,000
701 S. Parker Street
Orange, CA 92868

Bank of America                    2nd Trust Deed on      $500,000
P.O. Box 301200                    1421 La Joll
Los Angeles, CA 90030-1200

Ezra Brutzkus Gubner, LLP          Legal Services         $300,000
21650 Oxnard Street, Suite 500
Woodland Hills, CA 91367

Ron Vidor                          Loan                   $200,000

Dumas & Associates                 Legal Fees             $133,669

Scott Alan Schiff                  Legal Fee               $91,000

Dan Rudat                          Unsecured Loans         $42,000

Bill Crystal                       --                      $19,000


SOUTH BAY EXPRESSWAY: San Diego Assn. to Acquire Toll Road
----------------------------------------------------------
Tony Perry at the Los Angeles Times reports that a San Diego
regional government organization has agreed to purchase the
bankrupt State Route 125 toll road near the U.S.-Mexico border for
approximately $345 million.

The road stretches from State Route 905 near the Otay Mesa Port of
Entry north through eastern Chula Vista to State Route 54 near the
Sweetwater Reservoir.

According to the report, the San Diego Assn. of Governments,
governed by a board composed of officials from the region's 18
cities and the Board of Supervisors, voted in closed session
Friday to make the purchase, once a public hearing is held.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 (Bankr. S.D. Calif. Case No. 10-04516) on March 22,
2010.  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

On April 14, 2011, the Court confirmed the Debtor's Third Amended
Joint Plan of Reorganization, and approved a global settlement
with the support of all major creditor constituencies.


SPANSION INC: Court Flips Ruling on Apple's Patent License Rights
-----------------------------------------------------------------
District Judge Robert B. Kugler said the Bankruptcy Court erred in
denying Apple Inc.'s motion pursuant to 11 U.S.C. Sec. 365(n) to
retain its license under a letter agreement with Spansion Inc.
The District Court held that the letter agreement includes an
enforceable patent license, and Apple properly moved to retain its
rights to the license pursuant to Sec. 365(n).

Apple purchases memory chips from many suppliers, including
Samsung Electronics Co. and Spansion.  Pre-bankruptcy, Spansion
commenced litigation before the U.S. District Court for the
District of Delaware and the International Trade Commission
against Samsung and numerous purchasers of Samsung's memory chips
over alleged patent infringement and to bar importation of
numerous consumer electronic products that use Samsung flash
memory chips.

Because Spansion's litigation strategies frustrated Apple's
ability to bring its products to market in the United States,
Apple considered ending its business relationship with Spansion.
However, Apple and Spansion negotiated an agreement.  On Feb. 10,
2009, the parties executed the Letter Agreement, which provides
that Spansion is willing to dismiss the ITC action against Apple,
and will not re-file the ITC action or another action related to
one or more of the same patents against Apple, provided that Apple
agrees Spansion will not be disbarred as an Apple supplier; and
Spansion will remain the primary supplier on current platforms
where Spansion is qualified for the life-time of the product and
will also be considered for future platforms.

During Spansion's bankruptcy, Spansion and Samsung negotiated a
settlement agreement regarding the ITC action.  However, the
Bankruptcy Court rejected the settlement.  Thus, in June 2009,
Spansion resumed its efforts in the ITC action against all
respondents, including Samsung and Apple.

In July 2009, Spansion moved to reject the Letter Agreement as an
executory contract.  Apple opposed, but failed.

After the Bankruptcy Court granted Spansion's rejection motion,
Apple moved pursuant to Sec. 365(n) to retain all intellectual
property rights secured by the Letter Agreement.  Apple's motion
papers explained that the Letter Agreement constituted a license
to the patents at issue in the ITC action because Spansion
promised not to sue Apple regarding infringement of those patents.
Apple argued that because Sec. 365(n) permits parties to a
rejected executory contract to move to retain intellectual
property rights secured by the contract, Apple was entitled to
retain the patent license notwithstanding Spansion's rejection.

The Bankruptcy Court denied Apple's motion, but found that
Spansion's rejection of the Letter Agreement did not terminate the
Letter Agreement.

Apple appeals the Bankruptcy Court's denial of its motion to
retain the patent license. Spansion appeals the Bankruptcy Court's
ruling that the Letter Agreement is not terminated.

In his July 28, 2011 Opinion, available at http://is.gd/K231fp
from Leagle.com, Judge Kugler denied Spansion's appeal, granted
Apple's appeal, and remanded the matter to the Bankruptcy Court
for a rehearing regarding Apple's motion to retain the patent
license.

The appellate cases are Apple, Inc., Appellant, v. Spansion, Inc.,
et al., Appellees; and Spansion, Inc., et al., Cross-Appellants,
v. Apple, Inc., Cross-Appellee, Civil No. 10-252, 10-554 (D.
Del.).

                          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 bankruptcy 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.


STELLAR GT: The Georgian Receivership Extended Until Oct. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland temporarily
modified the automatic stay for the limited purposes of
permitting: (i) Wells Fargo Bank, N.A., and Stellar GT TIC LLC and
VFF TIC LLC, to seek a further extension of the receivership order
until Oct. 31, 2011; and (ii) the receiver to continue to operate
and manage the property as directed and permitted by the
receivership order.

The receivership order expired on June 30, 2011.  Greystar
Management Services, LP was appointed receiver for a certain 891-
unit multi-family high rise property (consisting of two 14-story
apartment buildings) located at 8750 Georgia Avenue in Silver
Spring, Maryland, commonly known as The Georgian.

Wells Fargo Bank, N.A., as trustee for the registered holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM 2007-C9,
Commercial Mortgage Pass-Through Certificates, U.S. Bank National
Association, as Trustee, as successor in interest to Bank of
America, National Association, as Trustee, as successor in
interest to Wells Fargo Bank, N.A., as Trustee for the registered
holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP
Georgian Towers, LLC, acting by and through Helios AMC, LLC, in
its capacity as Special Servicer, holds certain notes evidencing a
mortgage loan guarantied by the Debtors in the aggregate original
principal amount of $185,000,000, secured by a certain Indemnity
Deed of Trust, Security Agreement, Financing Statement, Fixture
Filing and Assignment of Leases, Rents and Security Deposits dated
Feb. 28, 2007.

The lender is represented by:

         Jantra Van Roy, Esq.
         ZEICHNER ELLMAN & KRAUSE LLP
         575 Lexington Avenue
         New York, NY 10022
         Tel: (212) 826-5353
         Fax: (212) 753-0396
         E-mail: jvanroy@zeklaw.com

                      About Stellar GT TIC LLC

Stellar GT TIC LLC and VFF TIC LLC, owners of the Georgian
apartments located at 8750 Georgia Avenue in Silver Spring,
Maryland, filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011.  Judge
Wendelin I. Lipp oversees the case.  Michelle Maloney-Raymond is
the case administrator.  Matthew G. Summers, Esq., at Ballard
Spahr LLP, serves as the Debtors' counsel.  The Debtor disclosed
assets of undetermined amount and liabilities of $207,623,768.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The proposed plan is premised on either (1) a sale of
the project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.  Broker CB Richard Ellis Inc.
has been hired to conduct the sale.

The auction rules provide that a first-round sealed bid would be
required to be submitted by Aug. 24.  The broker would then have
until Sept. 5 to negotiate with the first-round bidders.  Second-
round sealed bids would be due Sept. 5.  The highest second-round
bid would be identified by Sept. 12, 2011.  The highest bid would
be submitted for approval at the confirmation hearing in October.

Wells Fargo, the holder of a $207.6 million secured debt, can bid
at the auction.  The Lender is represented by Mark Taylor, Esq.,
at Kilpatrick Townsend & Stockton LLP, and Jantra Van Roy, Esq.,
at Zeichner Ellman & Krause LLP.


STYLEMASTER INC: Stern May Affect Circuit Split on Res Judicata
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when the same facts were fully litigated during a
bankruptcy case, a creditor was barred by the doctrine of
collateral from filing a later lawsuit against other creditors in
the bankruptcy based on the Racketeer Influenced and Corrupt
Organizations Act, commonly known as RICO.

Without resolving the question, last week's ruling from the
federal appeals court in Chicago mentions that a recent bankruptcy
ruling from the Supreme Court will complicate the resolution of a
split of circuits on a related res judicata question.

Mr. Rochelle relates that collateral estoppel is a rule that
bars litigating the same issue a second time.  As explained in a
July 28 opinion by the U.S. Court of Appeals in Chicago, issues
cannot be litigated a second time if they were the same as in the
prior proceeding, the issue was actually litigated, the issue was
essential to the final judgment in the prior litigation, and the
party against which the issue is asserted was "fully represented
in the prior action."

Mr. Rochelle notes that while the ruling on collateral estoppel is
unremarkable, the case is most notable for its discussion of how
the Supreme Court's June decision in Stern v. Marshall may have a
role to play on the split of circuits on a related res judicata
issue.

According to Mr. Rochelle, the 7th Circuit is the only appeals
court to hold that a "core" ruling in a prior suit isn't res
judicata in a later suit where the bankruptcy jurisdiction is
"non-core."  All other circuits hold that res judicata applies
regardless of the core or non-core distinction.

The case is Matrix IV Inc. v. American national Bank & Trust Co.
of Chicago, 08-3917, U.S. 7th Circuit Court of Appeals(Chicago).

The 7th Circuit's decision was first reported in Monday's edition
of the Troubled Company Reporter.   A copy of the ruling is
available at http://is.gd/i5k4cPfrom Leagle.com.

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.


TESORO CORP: Fitch Affirms Issuer Default Rating at 'BB'
--------------------------------------------------------
Fitch Ratings has affirmed Tesoro Corporation's (TSO) Issuer
Default Rating (IDR) at 'BB' but revised the company's Outlook to
Positive.

Fitch has affirmed these ratings of Tesoro:

   -- Issuer Default Rating (IDR) at 'BB';

   -- Senior Unsecured Notes at 'BB';

   -- Secured Bank Facility at 'BB+'.

Approximately $1.93 billion in debt is affected by this action.

The main drivers of the revised Outlook include these:

   -- Faster-than-anticipated improvement in financial
      performance;

   -- Tesoro's access to heavily discounted WTI-linked crudes at
      its Mandan, ND, Salt Lake, UT, and Anacortes, WA refineries;
      and

   -- Recent deleveraging at the parent level.

Tesoro's financial performance has rebounded significantly over
the last several quarters. The company generated LTM EBITDA of
$1.02 billion at March 31, 2011 versus $661 million in 2010 and
just $443 million in 2009. The improved performance has resulted
in debt/EBITDA leverage of 1.9 times (x) versus 4.2x at year-end
2009, and LTM EBITDA interest coverage of 5.6x versus a low of
2.9x in 2009. LTM free cash flow was $372 million.

The company's improved performance has in turn been driven by
improvements in global refining fundamentals and the unexpectedly
large gap that has opened up between Brent and WTI recently. The
Brent-WTI crude spread which has historically traded in a band of
+/-$3 barrel -- has blown out to the $12 -$20/barrel range,
benefiting refineries with access to landlocked Canadian and
MidContinent crudes, including Tesoro's 60,000 bpd Mandan, ND and
Salt Lake, UT refineries, and its 120,000 bpd Anacortes, WA
refinery.

Key drivers for the Brent-WTI blowout include the geopolitical
risk premium introduced by the Arab Spring and loss of Libyan
light sweet crude supply; the lack of pipeline options from
Cushing to Gulf Coast export markets; and North Sea field
maintenance. While the duration of several of these factors
remains unknown, Fitch anticipates that at a minimum the pipeline
takeaway capacity issue in North America is unlikely to be fully
resolved at least for the next several quarters, which should
prolong the Brent-WTI premium, and help offset lingering weakness
in the company's core California market. Fitch anticipates that
Tesoro will be FCF positive in 2011 and 2012 under our base case.

Linked to higher cash generation, Tesoro retired its $150 million
7.5% junior subordinated 2012 notes in Q2 and may retire
additional debt at the parent level to reach its targeted debt-to-
capitalization of 30% (debt-to-cap was 37% as of March 31, 2011).
Looking forward, the ramp up of activity at new subsidiaries TPSA
and TLLP is likely to result in additional non-recourse debt at
those entities which Fitch anticipates will be consolidated on
Tesoro's balance sheet.

These positives are partially offset by the slowness of the
economic recovery on the west coast, with unemployment in
California at 11.9% stuck well above national average. Tesoro is
also subject to ongoing pressures from unfavorable regulation,
including the biofuels mandate (13.95 million gpy of renewables in
2011, rising to 36 million gpy by 2022); higher corporate average
fuel economy (CAFE) standards; and in California, GHG regulation
through AB20, which mandates a rollback of GHG emissions to 1990
levels by 2020.

Tesoro's liquidity at March 31, 2011 was good and included $974
million of revolver capacity (53% availability). Cash and
equivalents were $724 million, for total availability of
approximately $1.7 billion. Tesoro's borrowing-base determined
revolver is secured by cash (100%), eligible petroleum inventories
(85%), and eligible receivables net of a standard reserve (80%).
Note that the borrowing base is linked to the price of ANS crude
and is re-determined monthly. Tesoro also has three separate
uncommitted LoC agreements totaling $540 million in capacity to
support purchases of foreign crude. Subsidiaries TPSA and TLLP
also have separate secured revolver facilities (TPSA - $350
million uncommitted facility; TLLP $150 million secured revolver
due 2014).

Tesoro's maturity schedule is manageable, with no major maturities
due until 2012, when its 6.25% $450 million note comes due. A key
covenant feature of approximately $1.7 billion in total debt
outstanding is the non-investment grade covenant protections which
fall away if Tesoro's ratings are upgraded to investment grade.
The fall-away covenants include change of control puts, restricted
payments, and restrictions on liens and asset sales and are not
reinstituted if Tesoro subsequently falls below investment grade.

Tesoro's other obligations are manageable. The company's Asset
Retirement Obligation (ARO) at year-end 2010 totaled $30 million
and was primarily linked to expected retail site remediation. The
company's pension deficit was $270 million at year-end 2010 versus
$249 million the year prior but is manageable when scaled to
underlying cash flows. The company restructured its pension and
other post-retirement benefit program in 2010. It made a voluntary
payment of $12 million in the first quarter.

Tesoro's derivatives exposure is limited, and is generally aimed
at protecting the value of excess crude and product inventories
built up prior to planned turnarounds. Looking forward, we
anticipate this will increase somewhat as activity at TPSA ramps
up and the company flat-hedges associated crude oil volumes. The
company had a net derivative liability of $42 million at March 31,
2011.

Catalysts for an upgrade include continued positive financial
results; additional debt reductions, or evidence of sustained
improvement in the California market. Catalysts for a downgrade
include a leveraging transaction; a double dip recession or
meaningful slowdown in refined product demand which results in
deterioration in financial performance; or sustained operational
problems at one or more of Tesoro's key refineries.


TOWNSENDS INC: Closes Crestwood Facility, Leaves 476 Jobless
------------------------------------------------------------
Owen Covington at The Business Journal reports that Townsends Inc.
said it is closing its Crestwood Farms plant in Mocksville, North
Carolina, and laying off its 476 workers within the next two
months.

According to the report, the Company filed a notice with the N.C.
Department of Commerce on Friday announcing the closure and
layoffs in Davie County as required by the Worker Adjustment and
Retraining Notification Act.  The act requires companies either
closing a plant or laying off a significant number of workers to
notify the state.

In the notice, Omtron USA CEO David Purtle said it will close the
plant at 251 Eaton Road "because revenues have not kept pace with
costs."  In May, Townsends announced in a different WARN Act
notice that it was laying off 145 employees at a Siler City
facility, which is closing as well.

                        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.


TOWNSENDS INC: Can Hire Peter Gnatowski as Financial Analyst
------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized TW Liquidation Corp. and its
debtor-affiliates to:

   -- modify retention and employment of Huron Consulting Group to
   provide restructuring management and advisory services; and

   -- employ Peter Gnatowski as a financial analyst in assisting
   the firm and the Debtors in the post-sale wind-down of the
   estates and will provide services previously performed by
   Omtron UST LLC.

As reported in the Troubled Company Reporter on June 16, 2011, the
Debtors told the Court that Dalton T. Edgecomb is the principal
professional staffed by the firm on the engagement and is the
current chief restructuring officer for the Debtors.

Mr. Gnatowski will charge $340 per hour for this engagement.

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

                        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
Speciality 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.


TRIKEENAN TILEWORKS: Losses Bid to Remain in Hornell
----------------------------------------------------
Andrew Poole at the Evening Tribune reports that IDA Executive
Director Jim Griffin said Trikeenan Tileworks has lost its final
battle in bankruptcy court to remain in Hornell, New York.

Mr. Poole notes Trikeenan moved into Hornell in 2006, operating
out of a 45,000 square foot facility located on Shawmut Drive.

According to the report, the final hearing, which would "get all
the creditors together and tell them how they're splitting up the
pie," Mr. said Griffin, was originally scheduled for Aug. 30.  It
was moved to Wednesday after a fire severely damaged one of
Butler's plants in California.

                     About Trikeenan Tileworks

Trikeenan Tileworks -- http://www.trikeenan.com/-- makes and
sells tiles.  Trikeenan Tileworks, Inc., Trikeenan Tileworks, Inc.
of New York, and Trikeenan Holdings, Inc., filed for Chapter 11
bankruptcy (Bankr. D. N.H. Lead Case No. 10-13725) on Aug. 30,
2010, estimating $500,000 to $1 million in assets, and $1 million
to $10 million in debts.  Jennifer Rood, Esq., at Bernstein Shur,
in Manchester, New Hampshire, serves as the Debtors' counsel.


TRIUS THERAPEUTICS: Inks Collaboration Agreement with Bayer
-----------------------------------------------------------
Trius Therapeutics, Inc., and Bayer Pharma AG have signed an
exclusive agreement to develop and commercialize Trius' lead Phase
3 antibiotic, torezolid phosphate (torezolid), in China, Japan and
all other countries in Asia, Africa, Latin America and the Middle
East, excluding North and South Korea.  Under the collaboration
agreement Trius retains full development and commercialization
rights outside the licensed territory including the United States,
Canada and the European Union.

In exchange for development and commercialization rights in its
licensed territory, Bayer will pay Trius $25 million upfront and
will support approximately 25% of the future development costs of
torezolid required for global approval in acute bacterial skin and
skin structure infections (ABSSSI) and pneumonia.  In addition,
Trius is eligible to receive up to $69 million upon the
achievement of certain development, regulatory and commercial
milestones and will receive double-digit royalties on net sales of
torezolid in the licensed territory.

"Bacterial infectious diseases represent one of the largest
therapeutic areas in China and continue to grow rapidly there and
in other emerging markets.  This collaboration is a key element in
our strategy of bringing innovative medicines to patients,
especially in emerging markets," said Dr. Jrg Reinhardt, Chairman
of the Board of Management of Bayer HealthCare.

"Bayer's commitment to the infectious disease area and their depth
and breadth of experience in these markets makes them an ideal
partner for Trius," said Jeffrey Stein, Ph.D., President and CEO
of Trius.  "At the same time, consistent with our strategy, we
have retained rights to the U.S. and E.U. markets where life-
threatening infections from MRSA and other gram positive pathogens
continue to be a significant concern."

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $41.16
million in total assets, $4.90 million in total liabilities, all
current, $238,000 in deferred revenue and $36.02 million in total
stockholders' equity.


UNITED CONTINENTAL: Protests EU's Carbon Emission Program
---------------------------------------------------------
United Continental Holdings, Inc., together with AMR Corp's
American Airlines and the Air Transport Association of America,
disagrees with the European Union's move for emission curbs on
aviation, Stephanie Bodoni and Ewa Krukowska of Bloomberg News
report.

The group will challenge a law expanding the EU carbon market to
encompass flights that depart from or arrive at an EU airport,
the report relates.  Steve Lott, a spokesperson for the ATA, said
in an e-mailed statement to Bloomberg, that the EU system "as
applied to international aviation violates international law and
is bad policy."

The EU carbon emission curbs campaign is subject to a lawsuit
filed by United Continental and the ATA previously before the
High Court in London, Bloomberg notes.  The High Court then
referred the case to the EU Court for Justice in Luxembourg last
year to clarify the legality of the emissions curbs, the report
states.  The High Court recently held a hearing on July 5, 2011,
on the dispute, the report adds.

                     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: Says Demand to China Routes Strong
------------------------------------------------------
United Continental Holdings, Inc. Chief Executive Officer Jeff
Smisek said air travel demand on the combined airline's routes to
China is strong, according to China Daily.

Mr. Smisek also does not foresee the demand for air travel to
China slowing, the report notes.  In fact, United Continental
considers the flights to China as among its most important
international routes, the CEO states, the report relays.

In general, Mr. Smisek says air travel between China and the U.S.
will remain strong despite worries about economic weaknesses in
both countries, the report says.  The CEO also expects that the
economic relations between the two countries will continue to
grow over time, the report adds.

United Continental operates 79 weekly nonstop U.S. to China
flights, far exceeding the frequency of other U.S. and Chinese
airlines, the report discloses.

                     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: Signs Distribution Deal With Travelocity
------------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) announced that its
wholly owned subsidiaries United Air Lines, Inc. and Continental
Airlines, Inc. signed a new multi-year agreement with Travelocity
that enables customers to continue to purchase tickets through
Travelocity's online booking sites, including Travelocity.com,
Travelocity Business, Travelocity Partner Network and
Travelocity.ca.

"We are committed to being accessible to travelers who choose to
do business through high-quality and efficient sales outlets,"
said Mark Bergsrud, United's senior vice president of marketing.
"This agreement with Travelocity ensures that our mutual customers
will continue to have access to our fares and schedules."

"We're very pleased to continue our long-standing relationship
with United and Continental," said Noreen Henry, senior vice
president of global partner services at Travelocity.  "They are
world-class airlines and we are thrilled that we will continue to
feature them on our site."

                         About Travelocity

Travelocity is committed to being the traveler's champion --
before, during and after the trip -- and provides the most
comprehensive and proactive guarantee in the industry
(http://www.travelocity.com/guarantee). This customer-driven
focus, backed by 24/7 live phone support, competitive prices and
powerful shopping technology has made Travelocity one of the
largest travel companies in the world.  Travelocity also owns and
operates: Travelocity Business(R) for corporate travel;
igougo.com, a leading online travel community; lastminute.com, a
leader in European online travel; and ZUJI, a leader in Asia-
Pacific online travel.  Travelocity is owned by Sabre Holdings
Corporation, a world leader in travel marketing and distribution.

                     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.


UNIVERSAL BIOENERGY: Incurs $2.0 Million Net Loss in 2010
---------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $2.00 million on $41.32 million of revenue for the
year ended Dec. 31, 2010, compared with a net loss of $1.87
million on $0 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $13.26
million in total assets, $13.31 million in total liabilities and a
$49,427 total stockholders' deficit.

S.E.Clark & Company, P.C., in Tucson, Arizona, the Company's
independent auditors, noted that the accumulation of losses and
shortage of capital raise substantial doubt about the Company's
ability to continue as a going concern.

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

                        http://is.gd/qyjiVk

                      About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.


VALITAS HEALTH: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to St. Louis-based correctional facility health care
provider Valitas Health Services Inc. The rating outlook is
stable.

"At the same time, we assigned our 'B' issue-level rating and '3'
recovery rating to the company's $75 million senior secured
revolving credit facility due 2016 and the $285 million senior
secured term loan due 2017," S&P said.

Valitas acquired America Service Group (ASG) in a highly leveraged
transaction for about $250 million (about $210 net of cash on
ASG's balance sheet or about 7x 2010 EBITDA, including $2 million
of expected synergies). Valitas is the largest private provider of
health services to inmates at state prisons and
county/municipality jails with a focus on prisons. ASG is slightly
smaller, with a focus on providing health care services to jails.
The combined company generated pro forma revenue of about $1.4
billion in 2010. The transaction was financed with a $285 million
term loan and $100 million of mezzanine subordinated notes. The
company used the proceeds from the financing, in addition to cash
from the balance sheet, to finance the acquisition, refinance
about $171 million of Valitas debt, and fund transaction fees and
expenses," S&P related.

"The speculative-grade ratings on Valitas reflect our expectations
that, despite mid-single-digit revenue growth, debt leverage will
remain high over the next few years, in part due to accrual of
holding-company paid-in-kind (PIK) cumulative preferred units,"
said Standard & Poor's credit analyst Rivka Gertzulin. "Even
though Valitas has a highly leveraged financial risk profile, we
believe liquidity is adequate. The weak business risk profile
reflects our opinion that the outsourced correctional facility
health care market has limited growth potential, and risks include
significant customer concentration, thin operating margins, and
some integration risk."

"The highly leveraged financial risk profile reflects our
expectation for high adjusted debt leverage over the next year,
since increasing adjusted debt from the PIK cumulative preferred
stock (which we view as debt, consistent with our criteria) will
most likely offset expected EBITDA growth from existing contracts.
Consequently, pro forma adjusted debt leverage is likely to remain
above 7x over the next several years and adjusted EBITDA interest
coverage will remain below 2x. However, we recognize the
qualitative benefits (financial flexibility, with no need to
access the capital markets) PIK preferred stock provide to the
company. Thus, while debt leverage will be substantial, liquidity
will be adequate. In addition, we believe Valitas' debt to EBITDA
could be in the 4.5x area by the end of 2011 from a bank covenant
perspective," S&P added.


VALLEJO, CA: Wins Court Approval of Reorganization Plan
-------------------------------------------------------
A federal judge on Thursday approved a plan for the city of
Vallejo, Calif., to emerge from its three-year-old bankruptcy.

American Bankruptcy Institute reports that Vallejo is cutting
interest payments to its bank and reducing benefits to retirees.

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.


WARNER MUSIC: Inks Various Financing Agreements
-----------------------------------------------
Pursuant to that certain Agreement and Plan of Merger, dated as of
May 6, 2011, by and among Warner Music Group Corp., Airplanes
Music LLC, an affiliate of Access Industries, Inc., and Airplanes
Merger Sub, Inc., on July 20, 2011, Merger Sub merged with and
into the Company with the Company surviving as a wholly-owned
subsidiary of Parent.

Pursuant to the terms of the Merger Agreement, on the Closing
Date, each outstanding share of common stock of the Company was
cancelled and converted automatically into the right to receive
$8.25 in cash, without interest and less applicable withholding
taxes.

Equity contributions totaling $1,066 million from Access
Industries Holdings LLC, were used, among other things, to finance
the aggregate Merger Consideration, to make payments in
satisfaction of other equity-based interests in the Company under
the Merger Agreement, to repay certain of the Company's existing
indebtedness and to pay related transaction fees and expenses.

On the Closing Date, the Company also entered into, but did not
draw under, a new $60 million revolving credit facility.

In connection with the Merger, the Company also refinanced certain
of its existing consolidated indebtedness, including (i) the
repurchase and redemption by Holdings of its approximately $258
million in fully accreted principal amount outstanding 9.5% Senior
Discount Notes due 2014, and the satisfaction and discharge of the
related indenture, and (ii) the repurchase and redemption by
Warner Music Group of its $465 million in aggregate principal
amount outstanding 7 3/8% Dollar-denominated Senior Subordinated
Notes due 2014 and GBP100 million in aggregate principal amount of
its outstanding 8 1/8% Sterling-denominated Senior Subordinated
Notes due 2014, and the satisfaction and discharge of the related
indenture, and payment of related tender offer or call premiums
and accrued interest on the Existing Notes.

                     Revolving Credit Facility

In connection with the Merger, Warner Music Group entered into a
credit agreement for a senior secured revolving credit facility
with Credit Suisse AG, as administrative agent, and the other
financial institutions and lenders.  The Revolving Credit Facility
provides for a revolving credit facility in the amount of up to
$60 million and includes a letter of credit sub-facility.  The
final maturity of the Revolving Credit Facility will be five years
from the Closing Date.

                    Secured WMG Notes Indenture

On the Closing Date, the Initial OpCo Issuer issued $150 million
aggregate principal amount of the Secured WMG Notes pursuant to
the Indenture, dated as of the Closing Date, between the Initial
OpCo Issuer and Wells Fargo Bank, National Association as Trustee.
Warner Music Group assumed all of the Initial OpCo Issuer's
obligations under the terms of the Secured WMG Notes Indenture as
a result of the OpCo Merger.  Following the completion of the OpCo
Merger on the Closing Date, Warner Music Group and certain of its
domestic subsidiaries entered into a Supplemental Indenture, dated
as of the Closing Date, with the Trustee, pursuant to which (i)
Warner Music Group became a party to the Indenture and (ii) each
Guarantor became a party to the Secured WMG Notes Indenture and
provided an unconditional guarantee on a senior secured basis of
the obligations of Warner Music Group under the Secured WMG Notes.

Interest on the Secured WMG Notes is payable in cash.  Interest on
the Secured WMG Notes is payable on June 15 and December 15 of
each year, commencing on Dec. 15, 2011.

               Supplemental Indenture to Existing
                   Secured WMG Notes Indenture

Warner Music Group entered into a supplemental indenture, dated as
of the Closing Date, that supplements the Indenture, dated as of
May 28, 2009, among Warner Music Group, the guarantors party
thereto and Wells Fargo Bank, National Association, as trustee
pursuant to which Warner Music Group had previously issued $1,100
million of aggregate principal amount of its 9.50% Senior Secured
Notes due 2014.  Pursuant to the Existing Secured WMG Notes
Supplemental Indenture, certain subsidiaries of Warner Music Group
that had not previously been parties to the Existing Secured WMG
Notes Indenture, agreed to become parties thereto and to
unconditionally guarantee, on a senior secured basis, payment of
the Existing Secured WMG Notes.

                   Unsecured WMG Notes Indenture

On the Closing Date, the Initial OpCo Issuer issued $765 million
aggregate principal amount of the Unsecured WMG Notes pursuant to
the Indenture, dated as of the Closing Date, between the Initial
OpCo Issuer and Wells Fargo Bank, National Association as Trustee.
Warner Music Group assumed all of Initial OpCo Issuer's
obligations under the Unsecured WMG Notes Indenture as a result of
the OpCo Merger.  Following the completion of the OpCo Merger on
the Closing Date, Warner Music Group and certain of its domestic
subsidiaries entered into a Supplemental Indenture, dated as of
the Closing Date, with the Trustee, pursuant to which (i) Warner
Music Group became a party to the Indenture and (ii) each
Guarantor became a party to the Unsecured WMG Notes Indenture and
provided an unconditional guarantee of the obligations of Warner
Music Group under the Unsecured WMG Notes.  Interest on the
Unsecured WMG Notes is payable in cash.  Interest on the Unsecured
WMG Notes is payable on April 1 and October 1 of each year,
commencing on Oct. 1, 2011.

            Holdings Notes Registration Rights Agreement

Immediately following the consummation of the Holdings Merger on
the Closing Date, Holdings entered into a joinder agreement, dated
as of the Closing Date, by and among Holdings and the Initial
Purchasers, with respect to the Registration Rights Agreement,
dated as of the Closing Date, by and among the Initial Holdings
Issuer and the Initial Purchasers.  Under the Holdings Notes
Registration Rights Agreement, Holdings is obligated, under
certain circumstances, to file and use commercially reasonable
efforts to cause to become effective a registration statement with
respect to an offer to exchange the Holdings Notes for notes
publicly registered with the SEC with substantially identical
terms as the Holdings Notes.  The Holdings Notes Registration
Rights Agreement provides that upon the occurrence of certain
events, Holdings will file with the SEC, and use its commercially
reasonable efforts to cause to become effective, a shelf
registration statement relating to resales of the Holdings Notes
and to keep effective such shelf registration statement for a
specific period of time.

                       Management Agreement

Upon completion of the Merger, the Company and Holdings entered
into a management agreement with Access, dated as of the Closing
Date, pursuant to which Access will provide the Company and its
subsidiaries, with financial, investment banking, management,
advisory and other services. Pursuant to the Management Agreement,
the Company, or one or more of its subsidiaries, will pay Access a
specified annual fee, plus expenses, and a specified transaction
fee for certain types of transactions completed by Holdings or one
or more of its subsidiaries, plus expenses.  Pursuant to the
Management Agreement, Access received a transaction fee and
reimbursement of expenses for financial, investment banking,
management advisory and other services for the Company performed
by Access prior to the closing of the Merger.  The Company and
Holdings agreed to indemnify Access and certain of its affiliates
against all liabilities arising out of performance of the
Management Agreement.

                   Security Agreement Supplement

On the Closing Date, certain subsidiaries of Warner Music Group
that had not previously been parties to the Security Agreement,
dated May 28, 2009, among Warner Music Group, Holdings, the
subsidiary guarantors and Wells Fargo Bank, National Association,
as collateral agent and notes authorized representative, entered
into a Security Agreement Supplement, whereby those subsidiaries
granted a security interest in substantially all of their assets
to secure all obligations of Warner Music Group and the guarantors
under the secured obligations referred to in the Security
Agreement, including the Credit Agreement, the Secured WMG Notes
and the Existing Secured Notes.

                Termination of a Material Agreement

On July 20, 2011, each of Holdings and Warner Music Group accepted
for purchase in connection with their previously announced tender
offers and related consent solicitations in respect of the
Existing Notes, such Existing Notes as had been tendered at or
prior to 5:00 p.m., New York City time, on July 11, 2011.  Each of
Holdings and Warner Music Group then issued a notice of redemption
relating to all Existing Notes not accepted for payment on the
Early Acceptance Date.  Following payment for the Existing Notes
tendered at or prior to the Early Consent Time, each of Holdings
and Warner Music Group deposited with Wells Fargo Bank, National
Association, as trustee under (i) the Indenture, dated as of
April 8, 2004, as amended, among Warner Music Group, the
subsidiary guarantors party thereto and the Trustee, relating to
the Existing Warner Music Group Notes and (ii) the Indenture,
dated as of Dec. 23, 2004, among Holdings, the Company, as
guarantor, and the Trustee, relating to the Existing Holdings
Notes, funds sufficient to satisfy all obligations remaining under
the Existing Indentures with respect to the Existing Notes not
accepted for payment on the Early Acceptance Date.  The Trustee
then entered into a Satisfaction and Discharge of Indenture, each
dated as of July 21, 2011, with respect to each Existing
Indenture.

                       Election of Directors

Following the consummation of the Merger, each of these directors
was elected to the Company's board of directors:

   * Stephen Cooper
   * Len Blavatnik
   * Lincoln Benet
   * Alex Blavatnik,
   * Jorg Mohaupt
   * Donald Wagner,
   * Lyor Cohen,
   * Cameron Strang

In addition, the following people have been appointed to the Board
of Directors of Holdings and Warner Music Group:

   * Stephen Cooper
   * Donald Wagner
   * Edgar Bronfman, Jr.

The Amended and Restated Bylaws of the Company were amended and
restated as contemplated by the Merger Agreement on the Closing
Date.  Following completion of the Merger on the Closing Date, the
Second Amended and Restated Bylaws were further amended and
restated with effect from the Closing Date.

A full-text copy of the Form 8-K is available for free at:

                        http://is.gd/2LGBWL

                     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.


WARNER MUSIC: Announces Final Results of Notes Tender Offers
------------------------------------------------------------
WMG Acquisition Corp. and WMG Holdings Corp., both wholly-owned
subsidiaries of Warner Music Group Corp., announced the expiration
and final results of their previously announced cash tender offers
to purchase the outstanding principal amount of each series of
their respective notes.  The Tender Offers expired at 12:00 A.M.,
New York City time, on July 26, 2011.  The Tender Offers were made
pursuant to the terms of an Offer to Purchase and Consent
Solicitation Statement dated June 27, 2011, and the related
Consent and Letter of Transmittal.

These are the results of the Tender Offers:

                               Outstanding     Principal Amount
                                Principal        Tendered and
Title of Security                Amount    Accepted for Purchase
-----------------             -----------  ---------------------
7 3/8% Senior Subordinated
Notes due 2014               $465,000,000       $414,514,000

8 1/8% Senior Subordinated
Notes due 2014             GBP100,000,000      GBP88,948,000

9.5% Senior Discount Notes
due 2014                     $257,927,000    $235,422,000

The Tender Offers were made in connection with the Agreement and
Plan of Merger, dated as of May 6, 2011, by and among Airplanes
Music LLC, an affiliate of Access Industries, Inc., Airplanes
Merger Sub, Inc., a wholly-owned subsidiary of Airplanes Music
LLC, and Warner, pursuant to which Airplanes Merger Sub, Inc.,
merged with and into Warner on July 20, 2011, upon the terms and
subject to the conditions set forth in the Merger Agreement.

On July 20, 2011, each Company accepted for payment all Notes
tendered at or prior 5:00 p.m., New York City time, on July 11,
2011.  On July 20, 2011, each Company also issued a notice of
redemption for all Notes not accepted for payment on the Initial
Acceptance Date, and on July 21, 2011, Wells Fargo Bank, National
Association, as Trustee, entered into a Satisfaction and Discharge
of Indenture with respect to each indenture governing the Notes.
Payment in respect of any Notes tendered and accepted for purchase
following the Early Consent Time, but prior to the Expiration
Time, is expected to be made promptly following the acceptance by
the applicable Company of those Notes for purchase following the
Expiration Time.  Payment in respect of the redemption of any
Notes not tendered prior to the Expiration Time is expected to be
made on Aug. 19, 2011.

The Companies engaged Credit Suisse Securities (USA) LLC and UBS
Securities LLC as dealer managers for the Tender Offers.

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

                        http://is.gd/RsdTmM


                      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.


WARNER MUSIC: Bain Capital Does Not Own Common Shares
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Bain Capital Integral Investors, LLC, and its
affiliates disclosed that they do not own any common shares of
Warner Music Group Corp.

On July 20, 2011, the Merger contemplated by the Merger Agreement
by and among the Company, Parent and Merger Sub became effective.
Pursuant to the terms of the Merger Agreement, each Share held by
the Reporting Persons was cancelled and automatically converted
into the right to receive $8.25 in cash.  As a result, the
Reporting Persons are no longer the beneficial owners of any
Shares.  A full-text copy of the regulatory filing is available
for free at http://is.gd/UQbpqZ

                     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.


WARNER MUSIC: Thomas Lee Does Not Own Common Shares
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas H. Lee Equity Fund V, L.P., and its
affiliates disclosed that they do not own any shares of common
stock of Warner Music Group Corp.  On July 20, 2011, the Merger
contemplated by the Merger Agreement by and among the Company,
Parent and Merger Sub became effective.  As a result, the
Reporting Persons are no longer the beneficial owner of any
Shares.  A full-text copy of the filing is available for free at:

                        http://is.gd/fgWpQw

                     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 MUTUAL: Creditors Object to Proposed Investors' Panel
----------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that unsecured
creditors of Washington Mutual Inc. argued Thursday in Delaware
bankruptcy court that a group of investors with interests in
pending WaMu litigation shouldn't be granted official committee
status in order for the bank to fund their adversary proceeding
against its estates.

According to Law360, the official committee of unsecured creditors
objected to a motion from seven investors that the bankruptcy
court appoint an official committee to represent the holders of
shares in a Dime Bancorp Inc. lawsuit WaMu acquired when it
purchased the company.

                      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: Can Access Cash Collateral Until Aug. 18
-----------------------------------------------------------
On July 15, 2011, the U.S. Bankruptcy Court for the Southern
District of New York entered its third agreed interim order
authorizing Waterscape Resort LLC to use cash collateral of U.S.
Bank National Association and USB Capital Resources, Inc., until
the date of the next cash collateral hearing scheduled for
Aug. 18, 2011, at 10:00 a.m.

The Debtor owes U.S. Bank a total principal balance of
$126,192,848.63, and USB Capital Resources a total principal
balance of $8,045,557.04, as of the Petition Date.

The use of cash collateral will be for the sole and exclusive
purpose of paying the actual and necessary expenses incurred on or
after the Petition Date in the ordinary course of the operation
and maintenance of the the Debtor's high rise, mixed use
condominium building known as Cassa Hotel and Residences located
at 66-70 West 45th Street, in New York City (the "Asset"),
pursuant to the Third Interim Budget.

Written objections to the Debtor's further use of cash collateral
will be filed no later than Aug. 12, 2011, at 5:00 p.m.

The Lenders will have a continuing lien, title and security
interest in post-petition rents, issues and profits to the extent
provided by the mortgages and section 552(b) of the Bankruptcy
Code, which lien and security interest will attach to all
post-petition rents, issues and profits from the Asset.  The
Lenders will not, however, have a lien on actions and causes of
action pursuant to Sections 544, 547, 548, 549 and 550 of the
Bankruptcy Code, including claims against creditors for alleged
fraudulent transfers under state law utilizing Section 544 of the
Bankruptcy Code.

The Lenders and their authorized representatives will be permitted
reasonable access to the Asset, verification of rent rolls and
monthly operating reports, and conducting any desired appraisals.

A copy of the Third Agreed Interim Cash Collateral Order is
available at:

     http://bankrupt.com/misc/waterscape.3rdagreedccorder.pdf

                     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.

As reported in the TCR on July 25, 2011, U.S. Bankruptcy Judge
Stuart Bernstein confirmed Waterscape Resort LLC's reorganization
plan on July 22, 2011, which calls for repaying much of the
company's debt with proceeds from the $128 million sale of the
hotel section of the development.  The Plan was filed on May 6,
2011



WAXESS HOLDINGS: Now Known as AirTouch Communications
-----------------------------------------------------
The holders of a majority of the outstanding shares of common
stock of AirTouch Communications, Inc., formerly known as Waxess
Holdings, Inc., acting by written consent, approved an amendment
to the Company's amended and restated certificate of
incorporation, to change the name of the Company from Waxess
Holdings, Inc., to AirTouch Communications, Inc.  The holders of
6,895,678 shares voted in favor of the amendment, out of an
aggregate of 12,900,297 shares issued and outstanding,
representing 53.5% of the issued and outstanding shares.

On July 21, 2011, the Company filed an amendment to its amended
and restated certificate of incorporation with the Secretary of
State of Delaware, pursuant to which the Company's name changed
from Waxess Holdings, Inc., to AirTouch Communications, Inc.

                       About Waxess Holdings

Waxess Holdings, Inc., is a technology firm, located in Newport
Beach, Calif., that was incorporated in 2008 and develops and
markets phone terminals capable of converging traditional
landline, cellular and data services based on its patent
portfolio.  Waxess currently offers its DM1000 (cell@home) product
through various channels, including several of the major US
carriers, and is working to bring its higher performance, lower
cost next generation DM1500 and MAT1000 products to the market.

The Company's balance sheet at March 31, 2011, showed $2.0 million
in total assets, $7.1 million in total liabilities, and
stockholders' deficit of $5.1 million.

As reported by the TCR on May 30, 2011, Jonathon P. Reuben, C.P.A.
Accountancy Corporation, in Torrance, California, expressed
substantial doubt about Waxess Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred net
losses since inception, and as of Dec. 31, 2010, had an
accumulated deficit of $192,863.


WINDHAM CRYSTAL: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Windham Crystal Pond LLC
        444 Route 111
        Smithtown, NY 11787

Bankruptcy Case No.: 11-75413

Chapter 11 Petition Date: July 29, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

Scheduled Assets: $4,700,328

Scheduled Debts: $6,678,733

The petition was signed by Charles P. Ferraro, co-managing member.

Debtor's List of 14 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ski Home LLC                       --                      $35,600
444 Route 111
Smithtown, NY 11787

TD Bank, N.A.                      --                       $9,283
153 Merrimack Street
Haverhill, MA 01831-2314

Crystal Pond Homeowners Assoc.     --                       $9,000
274 County Route 65, Suite 1000
Hensonville, NY 12439

NYSEG                              --                       $8,842

Crystal Pond Sewage - Works        --                       $3,495

Silverman Acampora LLC             --                       $3,184

Alacqua & Baierlein, LLP           --                       $3,000

Nicolock Paving Stones of New      --                       $2,966
England

Clear Channel Outdoors, Inc.       --                       $2,697

Ski Windham Operating Corp.        --                       $2,121

George E. Patsis, Esq.             --                       $1,400

RBM Guardian Fire Protection, Inc. --                         $747

NYS Dept. of Taxation & Finance    --                         $210

Paraco Gas                         --                          $21


YELLOWSTONE CLUB: Founder Starts Campaign to Cancel $40MM Judgment
------------------------------------------------------------------
The Associated Press reports that two years after Montana's ultra-
exclusive Yellowstone Club was sold to new owners through a
bankruptcy court, resort founder Tim Blixseth is waging an
aggressive legal campaign to unravel the sale in hopes of
canceling out a $40 million fraud judgment against him.

But first the jet-setting real estate mogul has to make it past
U.S. Bankruptcy Judge Ralph Kirscher.  The Butte judge has
consistently ruled against Mr. Blixseth, blaming him for much of
the ski and golf resort's financial troubles, according to the
report.

Already Judge Kirscher has shot down one of Mr. Blixseth's main
arguments in the case -- that the club's original bankruptcy
filing in 2008 was made in bad faith as part of a plot by his ex-
wife, Edra, to take over the club and sell it for cheap to alleged
co-conspirator Sam Byrne, a Boston real estate investor, AP says.

The AP relates that Mr. Blixseth's attorneys argue that because
the club's 2009 sale was tainted, Judge Kirscher's subsequent
civil fraud judgment against Mr. Blixseth should be wiped out
because it never would have happened without the sale.

Attorneys for his adversaries contend Mr. Blixseth's bid is a long
shot and that the judgment against him will stand.  A ruling on
his outstanding claims is pending after two days of hearings in
Missoula last week attended by an estimated three dozen lawyers
representing Mr. Blixseth, the club, its lenders and creditors.

                    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.


YRC WORLDWIDE: Moody's Revises PDR to Caa2\LD
---------------------------------------------
Moody's Investors Service revised YRC Worldwide Inc.'s Probability
of Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3
in recognition of the agreed debt restructuring which will result
in losses for certain existing debt holders. In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring. Moody's will remove the PDR's LD modifier
after three business days. In addition, Moody's has assigned to
YRCW a Speculative Grade Liquidity Rating of SGL-3. The ratings
outlook is stable.

Upgrades:

   Issuer: YRC Worldwide Inc.

   -- Probability of Default Rating, Upgraded to Caa2/LD from Caa3

   -- Corporate Family Rating, Upgraded to Caa3 from Ca

Assignments:

   Issuer: YRC Worldwide Inc.

   -- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

   Issuer: YRC Worldwide Inc.

   -- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011. This offer, in which lenders
under the prior credit facilities receive consideration that is
significantly inferior to a full repayment of the obligations at
par, was conducted as part of a broader financial restructuring
program designed to establish a sustainable capital structure
going forward. As such Moody's views this transaction as a
distressed exchange. For further details on this topic, please see
Moody's Rating Methodology "Moody's Approach to Distressed
Exchanges," published March 2009.

Moody's raised YRCW's PDR to Caa2 in recognition of critical
relief on its long-term debt service requirements and operating
costs that the company was able to achieve through its recently-
completed restructuring efforts. These transactions provided the
company with important concessions on labor costs -- pension
contributions in particular, as well as lower cash interest
expense than YRCW would otherwise encounter without the
restructuring. This, along with the recent trend toward volume and
yield improvement in the less-than-truckload ('LTL') segment of
the industry, suggests the potential that the company can meet
near term debt service requirements through cash generated by
operations, and supplemented by additional asset sales and
additional borrowings under its ABL facility. However, as the
refinancing involves an increase in overall debt, the company's
leverage remains elevated, and pro forma credit metrics are
correspondingly weak. Moody's estimates pro forma leverage (Debt
to EBITDA) of over 10 times, and EBIT coverage of interest well
under one time. Moody's expects these metrics to improve through
2012, anticipating a modest improvement in profitability over this
period. However, Moody's does not expect metrics to improve to
levels commensurate with companies rated higher than Caa2 over the
near term.

In addition, the ratings are constrained by risks in the company's
liquidity profile. YRCW's Speculative Grade Liquidity of SGL-3
reflects Moody's assessment of that YRCW's liquidity condition as
adequate relative to its near term operating plan, although not
robust for a company of this size. The company has approximately
$150 million in cash on hand on close of the restructuring
transactions. With free cash flow that is expected to be negative
as much-needed increases in capital spending are pursued over the
next few years, Moody's believes that there is risk that the
company's cash reserves and availability under its ABL facility
may be diminished, particularly if YRCW cannot achieve margin
improvements and revenue growth as planned.

The Caa3 corporate family rating is one notch below YRCW's PDR,
reflecting Moody's assessment that debt holders would experience
substantial loss in the event of a future default. Although funded
debt has been materially reduced through past debt exchanges, YRCW
still has substantial debt and pension liabilities that are
considered in recovery analysis per Moody's Loss Given Default
(`LGD') methodology. Pension liabilities alone (both multi-
employer pension plan as well as company-sponsored plan) represent
almost one-half of the liabilities considered in YRCW's LGD
waterfall. Because of the sizeable liability implied by these
plans, Moody's uses a 35% family recovery assumption in the
application of LGD methodology towards YRCW's ratings.

The stable ratings outlook reflects Moody's belief that the
company will be able to generate modest, but positive operating
income through 2012, which will result in the generation of
operating cash flow that will cover a substantial portion of
YRCW's planned capital spending. Any cash shortfalls over the near
term are expected to be covered through asset sales and modest
increases in ABL borrowings.

Ratings could be lowered if the company is not able to restore
operating margins to at least 2% or grow sales by at least 5% over
the near term, possibly resulting in a tightening in liquidity due
to a reduction in cash reserves, or increasing borrowings under
the ABL facility. A downgrade could also occur if liquidity is
further stressed by the potential for breach of financial
covenants prescribed under the company's term loan facility, which
tighten in 2012, or if the borrowing base availability were to
diminish due to lack of growth in the company's overall revenue
base.

YRCW's ratings or their outlook could be raised if the company
were to improve operating margins to such levels that the company
can generate sustainably positive free cash flow, while
undertaking a capital spending program in excess of 5% of revenue,
and improving its liquidity condition by increasing cash reserves
as well as availability under its ABL facility. Debt to EBITDA of
less than 6.5 times and EBIT to Interest coverage approaching one
time could indicate higher rating consideration.

The principal methodology used in this rating was Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

YRC Worldwide Inc. is a less-than-truckload ('LTL') trucking
company headquartered in Overland Park, Kansas.


* Up to 10 Chicken Firms Face Potential Bankruptcy Filing
---------------------------------------------------------
Feedstuffs reports that sources said another eight to 10 chicken
companies are struggling with potential bankruptcy and that half
may need to seek protection before the end of calendar 2011.

According to Feedstuffs, sources said production that does go into
bankruptcy likely will be bought by foreign parties or will be
outright relocated to chicken companies in Mexico and South
America.

Feedstuffs says this comes after the U.S. chicken industry
embarked on an ill-advised production strategy last summer to
increase output and use chicken production efficiencies and
volumes to seize market share from other chicken companies and
from beef and pork producers.

However, the strategy was based on corn costs in the $4-5/bu.
range, not $7-plus as corn is now priced, and on consumers
shifting to chicken as an inexpensive option to beef and pork,
which has not happened, according to Feedstuffs.

Consequently, says Feedstuffs, companies are dealing with
burdensome chicken supplies that cannot be priced high enough to
cover costs.

Feedstuffs notes that Pilgrim's Pride Corp., the second-largest
chicken company in the U.S., which just came off its own
bankruptcy 18 months ago, already has lost $250 million this year
and said last week it plans to close a processing plant in Dallas,
Texas.

Townsends Inc. filed for bankruptcy liquidation last year and
chicken integrator Allen Family Foods Inc. filed for bankruptcy
liquidation in June.  Both companies said they were losing too
much money due to the situation surrounding costs, supplies and
weak prices, Feedstuffs reports.


* Fitch Says Free Cash Flow Efficiency Declining for FBT Issuers
----------------------------------------------------------------
Fitch Ratings expects free cash flow (FCF) efficiency to decline
for more than 30% among a sample group of issuers in the food,
beverage, tobacco (FBT) and consumer products sectors in 2011 as
commodity cost increases diminish margins and increase working
capital usage.

In a report published on July 28, 2011, Fitch analyzed the FCF
from 2006-2010 for 41 companies in the FBT and consumer products
sectors (except restaurants). The report provides a top-10 list
for leaders and laggards in FCF efficiency. There are some
surprises among the leaders and very little among the laggards.
The top two leading issuers converting more than 100% of net
income to free cash flow on average over five years are Church &
Dwight and Dean Foods Company (rated 'B'; Stable Outlook by
Fitch). Companies with a high degree of exposure to agricultural
commodities or undergoing structural changes or financial stress
comprise the laggard group. Currently, the companies most likely
to improve over the next several years are those who have finished
their restructuring programs such as Revlon, Inc. and
Constellation Brands, Inc. (rated 'BB'; Positive Outlook).

Leaders in Fitch's group of rated companies tended to have net
margins of 8% or more and FCF efficiency metric in the 75%-plus
range. Consistently low metrics are more likely to result in
negative rating actions.

Several key interrelated items drive FCF efficiency:
profitability, working capital management, and the wildcards of
taxes and the commodity cycle. Foreign exchange and fixed-asset
intensity (capital expenditures/sales) also play a role, but tend
to be specific to certain issuers. Also important is the degree of
management's focus on cash flow.

Fitch notes that the wave of commodity cost increases experienced
through mid-2008 has returned, with a sharp spike in input
inflation across agricultural, energy and industrial companies.

'The direction of commodity prices is the key wildcard influencing
cash flow efficiency and its direction for individual issuers,'
said Grace Barnett, Director, Fitch Ratings. 'Fitch expects free
cash flow efficiency to decline for 13 companies in 2011. Higher
commodity costs are driving the decline for 11 of the 13.'


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company            Ticker        ($MM)      ($MM)      ($MM)
  -------            ------       ------   --------    -------
A&W REV ROYAL-UT     AWRRF US      179.2     (147.6)       3.6
A&W REV ROYAL-UT     AW-U CN       179.2     (147.6)       3.6
ABSOLUTE SOFTWRE     ABT CN        116.3      (12.0)     (12.6)
ACCO BRANDS CORP     ABD US      1,094.2      (77.0)     293.1
ALASKA COMM SYS      ALSK US       609.8      (27.4)       6.3
AMER AXLE & MFG      AXL US      2,167.8     (415.4)      60.4
AMR CORP             AMR US     25,787.0   (4,509.0)  (1,769.0)
ANOORAQ RESOURCE     ARQ SJ      1,024.0      (77.0)      20.9
AUTOZONE INC         AZO US      5,884.9   (1,119.5)    (655.3)
BLUEKNIGHT ENERG     BKEP US       323.5      (35.1)     (85.8)
BOSTON PIZZA R-U     BPF-U CN      148.2     (100.1)       1.3
CABLEVISION SY-A     CVC US      8,962.9   (6,462.4)    (309.5)
CADIZ INC            CDZI US        46.7       (2.1)       2.1
CANADIAN SATEL-A     XSR CN        174.4      (29.8)     (55.9)
CC MEDIA-A           CCMO US    16,938.6   (7,280.4)   1,644.2
CENTENNIAL COMM      CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC           CVO US      1,439.5     (333.5)     208.1
CHENIERE ENERGY      CQP US      1,776.3     (547.6)      24.4
CHENIERE ENERGY      LNG US      2,564.4     (509.7)      87.4
CHOICE HOTELS        CHH US        412.4      (49.0)      (1.9)
CINCINNATI BELL      CBB US      2,636.2     (650.4)       6.4
CLOROX CO            CLX US      4,051.0      (82.0)     (28.0)
COLUMBIA LABORAT     CBRX US        27.8       (2.6)      11.5
DENNY'S CORP         DENN US       296.8     (102.3)     (36.9)
DIRECTV-A            DTV US     20,593.0     (678.0)   2,813.0
DISH NETWORK-A       DISH US    10,280.6     (502.5)     705.1
DISH NETWORK-A       EOT GR     10,280.6     (502.5)     705.1
DOMINO'S PIZZA       DPZ US        487.4   (1,167.7)     167.9
DUN & BRADSTREET     DNB US      1,825.5     (615.8)    (321.8)
EPICEPT CORP         EPCT SS        12.4       (6.0)       6.0
EXELIXIS INC         EXEL US       495.7      (68.7)     126.1
FRANCESCAS HOLDI     FRAN US        59.1      (55.5)      13.2
FREESCALE SEMICO     FSL US      4,583.0   (4,401.0)   1,329.0
GENCORP INC          GY US         987.3     (161.1)      94.3
GLG PARTNERS INC     GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING     GRM US      2,943.5     (501.5)     313.1
HANDY & HARMAN L     HNH US        372.2      (23.9)      13.2
HCA HOLDINGS INC     HCA US     23,877.0   (7,534.0)   2,613.0
HUGHES TELEMATIC     HUTC US       108.8      (62.4)     (16.0)
IDENIX PHARM         IDIX US        54.9      (40.6)      19.6
INCYTE CORP          INCY US       459.6     (104.0)     315.8
IPCS INC             IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US       131.7     (161.7)       6.6
JUST ENERGY GROU     JE CN       1,588.6     (219.4)    (303.2)
KNOLOGY INC          KNOL US       823.7       (4.0)      42.7
LIN TV CORP-CL A     TVL US        797.4     (127.9)      38.6
LIZ CLAIBORNE        LIZ US      1,255.8     (124.5)     (26.5)
LORILLARD INC        LO US       2,498.0     (831.0)     904.0
MAINSTREET EQUIT     MEQ CN        475.2      (10.5)       -
MANNKIND CORP        MNKD US       254.8     (203.5)      26.2
MEAD JOHNSON         MJN US      2,465.4     (250.4)     572.3
MERITOR INC          MTOR US     2,675.0   (1,006.0)     205.0
MOODY'S CORP         MCO US      2,524.4     (223.2)     498.6
MORGANS HOTEL GR     MHGC US       692.8      (29.2)     205.1
MPG OFFICE TRUST     MPG US      2,725.0   (1,082.2)       -
NATIONAL CINEMED     NCMI US       796.4     (327.0)      74.0
NAVISTAR INTL        NAV US      9,966.0     (764.0)   1,819.0
NEXSTAR BROADC-A     NXST US       582.6     (181.2)      40.0
NPS PHARM INC        NPSP US       158.3     (159.7)     117.8
NYMOX PHARMACEUT     NYMX US        10.0       (3.3)       6.8
ODYSSEY MARINE       OMEX US        25.7       (8.1)     (14.0)
OTELCO INC-IDS       OTT US        319.2       (7.6)      22.4
OTELCO INC-IDS       OTT-U CN      319.2       (7.6)      22.4
PALM INC             PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US       248.7     (371.2)    (161.6)
PLAYBOY ENTERP-A     PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC         PRM US        208.0      (91.7)       3.6
PROTECTION ONE       PONE US       562.9      (61.8)      (7.6)
PURE INDUSTRIAL      AAR-U CN      277.1       (8.6)       -
QUALITY DISTRIBU     QLTY US       281.4     (124.4)      40.9
QUANTUM CORP         QTM US        431.0      (61.1)      97.9
QWEST COMMUNICAT     Q US       16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU     RPTP US        20.5      (14.6)     (21.4)
REGAL ENTERTAI-A     RGC US      2,323.2     (541.6)    (114.5)
RENAISSANCE LEA      RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A         REV US      1,105.5     (686.5)     132.7
RSC HOLDINGS INC     RRR US      2,949.6      (59.2)    (205.0)
RURAL/METRO CORP     RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL     SBH US      1,707.0     (340.6)     418.5
SINCLAIR BROAD-A     SBGI US     1,571.2     (144.6)      60.4
SINCLAIR BROAD-A     SBTA GR     1,571.2     (144.6)      60.4
SKULLCANDY INC       SKUL US        80.4      (17.7)      38.7
SMART TECHNOL-A      SMT US        546.2      (43.3)     173.7
SMART TECHNOL-A      SMA CN        546.2      (43.3)     173.7
SPIRIT AIRLINES      SAVE US       545.2      (97.0)      27.6
SUN COMMUNITIES      SUI US      1,160.1     (111.7)       -
SWIFT TRANSPORTA     SWFT US     2,555.7       (9.8)     204.6
TAUBMAN CENTERS      TCO US      2,495.4     (426.8)       -
TEAM HEALTH HOLD     TMH US        832.2      (25.7)      44.8
THERAVANCE           THRX US       315.1      (27.8)     266.9
TOWN SPORTS INTE     CLUB US       460.0       (4.7)     (15.4)
UNISYS CORP          UIS US      2,949.3     (692.1)     547.6
VANGUARD HEALTH      VHS US      4,162.2     (186.6)     356.5
VECTOR GROUP LTD     VGR US        924.6      (61.4)     294.8
VENOCO INC           VQ US         815.6      (21.6)       8.1
VERISK ANALYTI-A     VRSK US     1,286.4     (109.1)    (180.8)
VIRGIN MOBILE-A      VM US         307.4     (244.2)    (138.3)
VONAGE HOLDINGS      VG US         251.7     (102.0)     (39.2)
WARNER MUSIC GRO     WMG US      3,617.0     (254.0)    (650.0)
WEIGHT WATCHERS      WTW US      1,126.0     (636.6)    (345.4)
WESTMORELAND COA     WLB US        788.0     (173.9)      (1.0)
WORLD COLOR PRES     WC CN       2,641.5   (1,735.9)     479.2
WORLD COLOR PRES     WCPSF US    2,641.5   (1,735.9)     479.2
WORLD COLOR PRES     WC/U CN     2,641.5   (1,735.9)     479.2



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

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The TCR subscription rate is $775 for 6 months delivered via e-
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are $25 each.  For subscription information, contact Christopher
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