TCR_Public/110803.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, August 3, 2011, Vol. 15, No. 213

                            Headlines

155 EAST TROPICANA: Case Summary & 20 Largest Unsecured Creditors
4.98 WESTGATE: Case Summary & 6 Largest Unsecured Creditors
ACTUANT CORP: Moody's Affirms 'Ba2' Corporate Family Rating
ADAMIS PHARMACEUTICALS: To Hold Annual Meeting on Sept. 12
AIG BAKER: Can Use Wells Fargo Cash Collateral Until Aug. 9

AK STEEL: Moody's Reviews 'Ba2' Corporate for Possible Downgrade
ALASKA AIR: S&P Raises Corporate Credit Rating to 'BB-'
ALROSE KING: Voluntary Chapter 11 Case Summary
ANGEL MARTINEZ: Court Rejects Creditor's Motion to Convert Case
APART NORTH AMERICA: Case Summary & 20 Largest Unsec. Creditors

ARIZONA MARKET: Emerges From Bankruptcy Protection
ASCENDIA BRANDS: DIP Financing Extended Until Dec. 31
AUBREY LYMAN MEADE: Bankr. Court Rules on Suit v. BofA
AURORA HOUSING: Moody's Cuts Housing Revenue Bond Rating to 'Ba3'
AWAL BANK: HSBC Dismissal Motions Put Reorganization on Hold

BERNARD L MADOFF: Bankr. Judge Declines to Drop Suit vs. Cohmad
BORDERS GROUP: Court OKs Hike of DJM's Fees to 5% of Proceeds
BORDERS GROUP: Pershing Disposes of Cash Settled Return Swap
BORDERS GROUP: Agree Realty Says Impact of Closings Uncertain
BOUNDARY BAY: U.S. Trustee Adds Two Members to Committee

BPP TEXAS: Wants Plan Exclusivity Until September Confirmation
CAESARS ENTERTAINMENT: Committee OKs $7.75-Mil. Payout to Execs.
CAMPANA FAMILY: Plan Outline Hearing Deferred Amid Settlement
CASCADE BANCORP: Patricia Moss Plans to Retire as CEO Next Year
CATHEDRAL HIGH: Moody's Upgrades Letter of Credit Backed Rating

CCB2, LLC: Case Summary & 4 Largest Unsecured Creditors
CENTER COURT: Wants to Employ Rocky Ortega as Counsel
CENTRAL FALLS: Files for Chapter 9 Bankruptcy
CENTURA LAND: Chapter 11 Reorganization Case Dismissed
CHEAP AS CHIPS: Case Summary & 6 Largest Unsecured Creditors

CODA OCTOPUS: Suspending Filing of Reports with SEC
COLOR SPECTRUM: Case Summary & 20 Largest Unsecured Creditors
CONDUSTRIAL INC: Court Confirms Second Amended Plan
CPJFK LLC: Reorganization Case Converted to Chapter 7 Liquidation
CROATAN SURF: Not Authorized to Employ K. Conner as Accountant

CYBERDEFENDER CORP: Defers July Payment, Has Waiver from Lender
DB CAPITAL: Aspen Lacks Standing to Pursue Appeal
DEFUSCO'S BAKERY: Borrelli's Bakery Acquires Johnston Bakery
DELTA PETROLEUM: Retains NSAI as Independent Engineers
DEVELOPING EQUITIES: Taps Snell & Wilmer for Fraser Litigation

DIRECTBUY INC: Bonds Still Feeling Weight of Member Litigation
DULCES ARBOR: Employs David Pierce as Special Counsel
DYNEGY HOLDINGS: PSEG Units Fight $1.7-Bil. Restructuring Deal
DYNEGY INC: Douglas Hirsh Discloses 9.2% Equity Stake
EAST THIRTY: Case Summary & 4 Largest Unsecured Creditors

EXTENDED STAY: Blackstone Group Wants Lawsuits Consolidated
EXTENDED STAY: Trustee Wants to Remand Suit vs. Blackstone
EXTENDED STAY: Files 4th Post-Confirmation Status Report
FAIRCHILD CORP: Court Dismisses Trust's Suit v. New York
FINANCIAL RESOURCES: Trustee Suing Investors of Ponzi Scheme

FORD MOTOR: S&P Raises Senior Unsecured Credit Ratings to 'BB'
FRONTIER AIRLINES: Turnaround Plan to Reduce Republic's Stake
FURNITURE DEALS: Stores Close, Get Receiver
G&S LIVINGSTON: Sec. 341(a) Creditors' Meeting Set for Aug. 17
G&S LIVINGSTON: Status Conference Scheduled for Aug. 23

G&S LIVINGSTON: Hiring Connell Foley as Bankruptcy Counsel
G&S LIVINGSTON: Prepack Plan to Pay Gen. Unsecured Claims in Full
GATEHOUSE MEDIA: Incurs $5.06 Million Net Loss in June 30 Qtr.
GENERAL GROWTH: Files 4th Post-Confirmation Status Report
GENERAL GROWTH: Bankruptcy Judge Upholds Eurohypo's Bank Claim

GENERAL MARITIME: Estimates Results for 2 Remaining Quarters
GM PINE: Can Access Cash Collateral Until Sept. 9
GM PINE: Seeks to Employ Crocker Law Group PLLC as Counsel
GRUBB & ELLIS: Inks Amendment Documents with Colfin, et al.
HAMPTON ROADS: Promotes Chris Corchiani as Gateway CEO

HAMPTON ROADS: Incurs $18.79 Million Net Loss in Second Quarter
HARRY & DAVID: PBGC Objects to Chapter 11 Plan Confirmation
HAWAII MEDICAL: Taps Pachulski & Wagner as Committee Co-Counsel
HCA HOLDINGS: To Redeem $4.7-Bil. Cash-Pay Notes and Toggle Notes
HERCULES OFFSHORE: Incurs $23.4-Mil. 2nd Quarter Net Loss

HERCULES OFFSHORE: Files Fleet Status Report as of July 27
HINGHAM CAMPUS: Epiq Bankruptcy Approved as Claims Agent
HINGHAM CAMPUS: Court Approves DLA Piper as Bankruptcy Counsel
HINGHAM CAMPUS: McGuire Craddock Approved as Local Counsel
HSRE-CDS I: Court OKs Lender Deal, Dismisses Bankruptcy Case

HUDSON HEALTHCARE: Files for Chapter 11 Pending Sale
IMPERIAL BEVERAGE: Landlord Gets $13T Admin Claim for Unpaid Rent
INTEGRA BANK: Files Chapter 7 Liquidation After Bank Closed
ISTAR FINANCIAL: Incurs $26.02 Million Net Loss in June 30 Qtr.
JACKSON HEWITT: H&R Block Aims to Move Forward With Litigation

JOY'S PRIDE: Placed Into General Receivership
KRE LLC: Secured Lender Losses Bid to Lift Stay & Dismiss Case
LEVEL 3: Completes Offering of Add'l $600 Million Senior Notes
LAFAYETTE HOUSING: Names Katie Anderson as Chief Operating Officer
LIBBEY INC: Reports $15.4 Million 2nd Quarter Net Income

LIBERTY STATE: Launch Chapter 11 to Ward Off Receiver Threat
LIBERTY STATE: Case Summary & 20 Largest Unsecured Creditors
LODGENET INTERACTIVE: Incurs $2.9 Million Net Loss in 2nd Qtr.
LONE STAR: Moody's Upgrades Rating on Class B Notes From 'Ba1'
LOS ANGELES DODGERS: Souvenir Seller Wants Quick Decision

MACH GEN: S&P Cuts Rating on $160-Mil. Debt Facilities to 'B'
MADISON HOTEL: Plan Promises to Fully Pay Creditors Over Time
MANATEE ENTERPRISES: Voluntary Chapter 11 Case Summary
MARISCOS ENSENADA: Case Summary & 5 Largest Unsecured Creditors
MERCER INTERNATIONAL: S&P Raises CCR to 'B+' on Debt Reduction

MK BRODY: Rising Taxes, Healthcare Costs Blamed for Bankruptcy
MONEYGRAM INT'L: Reports $26.4-Mil. Net Income in June 30 Qtr.
MONTESSORI CHILDERN'S: Files for Chapter 7 Liquidation
MOONLIGHT BASIN: Proposing Settlement-Based Chapter 11 Plan
MOONLIGHT BASIN: Seeks Approval of Plan Settlement With Lenders

MOONLIGHT BASIN: U.S. Trustee Wants Examiner to Probe Owner
MOSES TAYLOR: S&P Affirms Rating on Revenue Debt at 'B-'
MPG OFFICE: To Swap 262,981 Common Shares with Preferred Shares
MSC SOFTWARE: Moody's Assigns 'B2' Corporate Family Rating
NABEEL & AMAAN: Case Summary & Largest Unsecured Creditor

NEBRASKA BOOK: Can Hire Pachulski Stang as Bankruptcy Co-Counsel
NEBRASKA BOOK: Kirkland & Ellis OK'd to Handle Reorganization Case
NEBRASKA BOOK: Files Schedules of Assets and Liabilities
NEW ERA: Case Summary & Largest Unsecured Creditor
NEW YORK TIMES: S&P Affirms 'B+' Corporate Credit Rating

NEXSTAR BROADCASTING: S&P Puts 'B' CCR on Watch Negative
NORTEL NETWORKS: Justice Dept. Said to be Probing Patent Deal
NORTHERN BERKSHIRE: Cash Access Cash Collateral Until Sept. 5
OFFICE PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
OLD CORKSCREW: Limestone Deposits Under Property Valued at $5-Bil.

OMEGA NAVIGATION: Gets Final Cash Collateral Use Approval
OMEGA NAVIGATION: Taps Seward & Kissel as Special Counsel
OPTI CANADA: 82% of 2nd Lien Holders Enter CCAA Plan Support Pacts
OPTI CANADA: Incurs C$55 Million Net Loss in June 30 Quarter
PACIFICUS REAL ESTATE: Obtains $250T Unsecured Loan to Pay Wages

PARAMOUNT LIMITED: Asks Court to Approve McDonald Hopkins Hiring
PARAMOUNT LIMITED: Kohut to Serve as Chief Restructuring Officer
PARAMOUNT LIMITED: Initial Status Conference Today
PARAMOUNT LIMITED: Sec. 341 Creditors' Meeting Set for Aug. 31
PARK FOREST: Case Summary & 7 Largest Unsecured Creditors

PATRIOT GLASS: Case Summary & 20 Largest Unsecured Creditors
PECAN SQUARE: Wells Fargo to be Paid Over 10-Yr. Period Under Plan
PECAN SQUARE: U.S. Trustee Unable to Form Committee
PERKINS & MARIE: Claims Bar Date Set for Aug. 15
PETTERS COMPANY: Can Consent to Use of Cash by PBE Ch. 7 Trustee

PETTERS GROUP: Barry Mukamal Named to Creditors Committee
PHILADELPHIA ORCHESTRA: Pension Fund May Sue Board, Funders
PMI GROUP: Moody's Lowers Insurance FSR to B3; Outlook Negative
POPULAR INC: S&P Raises Counterparty Credit Rating to 'B+/C'
PRECISION GLASS: Voluntary Chapter 11 Case Summary

QUANTUM CORP: S&P Affirms 'B' Corporate Credit Rating
QUIGLEY CO: Pfizer Extends DIP Funding for Six Months
RASER TECHNOLOGIES: Gets OK for Creditors to Vote on Ch. 11 Plan
REGAL ENTERTAINMENT: Reports $34.80MM Net Income in June 30 Qtr.
REID PARK: Hearing on Further Cash Collateral Access Tomorrow

REVLON CONSUMER: Reports $7.80 Million Net Income in June 30 Qtr.
REVLON INC: Reports $6.50 Million Net Income in June 30 Quarter
RH DONNELLEY: Colo. Court Dismisses Suit v. Dex Media
RIDGE PARK: Sec. 341 Creditors' Meeting Set for Aug. 26
RIDGE PARK: Status Conference Hearing Set for Sept. 6

RIDGE PARK: Lender Objects to Cash Collateral Use
ROBERTS LAND: Court Sets Oct. 27 Plan Confirmation Hearing
ROBERTS LAND: Court Abates Hearing on Farm Credit Lift Stay Motion
SEAARLAND SHIPPING: Files for Ch. 11 to Beat U.K. Ship Seizures
SEAARLAND SHIPPING: Voluntary Chapter 11 Case Summary

SAN MARCOS: Case Summary & 15 Largest Unsecured Creditors
SAN MELINDAR: Case Summary & 2 Largest Unsecured Creditors
SAUK VILLAGE: S&P Suspends 'BB' SPUR on Bonds on Lack of Info
SBARRO INC: Lease Decision Period Extended Until Oct. 31
S.D. BENNER: Case Summary & Largest Unsecured Creditor

SERACARE LIFE: Explore Options, Including Sale; Lazard on Board
SHOWPLACE: IMC Completes Acquisition of High Point Properties
SHOPS AT PRESTONWOOD: Owners to Keep Control & Fund Plan
SOCIETY OF JESUS: Oregon Jesuits Win Ch. 11 Plan Confirmation
ST CLAIR: Case Summary & 2 Largest Unsecured Creditors

STILLWATER MINING: Common Shares Conditionally Listed on TSX
TAO-SAHI: U.S. Trustee Unable to Form Committee
TAO SAHI: Stipulation on Use of Cash Collateral Approved
TEE INVESTMENT: Creditor Says Plan Understates Deficiency Claim
TITAN MFG., INC.: Voluntary Chapter 11 Case Summary

TOWNSENDS INC: Omtron Will Close Siler & Mocksville Facilities
TOWNSENDS INC: Stipulation Resolving 503(b)(9) Claims Payment OK'd
TRANSWEST RESORT: Ch. 11 Plan Would Inject $30 Million in Hotels
UNIFI INC: Reports $13.51 Million Net Income in June 26 Quarter
UNITED CONTINENTAL: Reports June 2011 Traffic Results

UTGR INC: Table Gaming Denial Won't Spur Return to Ch. 11
VALENCE TECHNOLOGY: Amends Loan Agreements with Berg & Berg
VCA ANTECH: S&P Affirms 'BB' Corporate Credit Rating
VIBRANTING COMMUNITIES: Lifespace Buys Fairview Village Community
WBS LLC: Whitney National Bank Suit Goes Back to State Court

WEST END FINANCIAL: Substantively Consolidated With Two Funds
WICKES FURNITURE: District Court Rules on Labor Suit
WOODS CANYON: Has Until Aug. 8 to File Schedules of Assets & Debts
YOUTH RESEARCH: Four Convicted and Sentenced in Testing Fraud Case

* Fitch Keeps United States' 'AAA' Rating on Debt Ceiling Increase
* Moody's Confirms Aaa ratings directly linked to U.S. Government

* Small-Business Bankruptcies Continue to Fall

* Manatt Insurance Group Snags Gilbert Founding Partner

* Upcoming Meetings, Conferences and Seminars


                            *********


155 EAST TROPICANA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 155 East Tropicana, LLC
          dba HOOTERS CASINO HOTEL
        115 East Tropican Avenue
        Las Vegas, NV 89109

Bankruptcy Case No.: 11-22216

Affiliate that simultaneously sought Chapter 11 protection:

        Debtor                           Case No.
        ------                           --------
155 East Tropicana Finance Corporation   11-22217

Chapter 11 Petition Date: August 1, 2011

About the Debtor: 155 East Tropicana owns the world's first
                  Hooters Casino Hotel --
                  http://www.hooterscasinohotel.com/-- features
                  696 rooms and 4 suites and is conveniently
                  located one block from the Las Vegas Strip and
                  across Tropicana Blvd. from MGM Grand.

                  The Debtors sought bankrutpcy protection to stop
                  a scheduled Aug. 8 foreclosure of the second-
                  lien debt.  The two secured credit facilities
                  were accelerated early this year.  Canpartners
                  Realty Holding Co. IV LLC acquired 98.4 percent
                  of the $130 million in 8.75 percent second-lien
                  senior secured notes.  An additional $32.2
                  million of interest is owing on the second-lien
                  debt.  US Bank NA is indenture trustee.

                  Holders of the $14.5 million in first-lien debt
                  have Wells Fargo Capital Finance Inc. as their
                  agent.  The first-lien obligation is fully
                  secured.  Interest has been paid currently at
                  the default rate.

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtors' Counsel: Brigid M. Higgins, Esq.
                  GORDON & SILVER, LTD.
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89109
                  Tel: (702) 796-5555
                  E-mail: bankruptcynotices@gordonsilver.com

Debtors' Claims
& Notice Agent:   GARDEN CITY GROUP, INC

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

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

The petition was signed by Michael Hessling, president.

List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
U.S. Bank, National Association    155 E. Tropicana,  $162,229,177
60 Livingston Avenue               Las Vegas, NV 89119
Saint Paul, MN 55107

Sysco Food Services of Las Vegas,  Trade Debt             $139,155
Inc.
P.O. Box 93537
Las Vegas, NV 89193

NV Energy                          Services               $128,555
P.O. Box 30086
Reno, NV 89520-3008

International Game Technology      Trade Debt             $125,897

Hooters of America                 Trade Debt              $68,890

Provident Merchandise Sourcing     Trade Debt              $62,199

Mission Industries                 Trade Debt              $55,000

Pacific Seafood                    Trade Debt              $36,442

WMS Gaming                         Trade Debt              $26,042

Pepsi-Cola                         Trade Debt              $24,698

Maestro PMS                        Trade Debt              $21,926

Get Fresh Sales                    Trade Debt              $21,481

BMI Cable & New Media              Trade Debt              $16,933

U.S. Postmaster                    Trade Debt              $15,000

Lodgenet Interactive Group         Trade Debt              $14,912

Water District                     Trade Debt              $14,767

I.C.W. Group                       Trade Debt              $14,438

Outwest Meat                       Trade Debt              $14,124

Letizia Mass Media                 Trade Debt              $10,602

Pace Communications                Trade Debt              $10,000


4.98 WESTGATE: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 4.98 Westgate Partners, LLC
        P.O. Box 4687
        Wilmington, NC 28406

Bankruptcy Case No.: 11-05768

Chapter 11 Petition Date: July 29, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-05768.pdf

The petition was signed by Thomas L. Plaskett, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Phillip R. Kraus                       09-02254   03/20/09


ACTUANT CORP: Moody's Affirms 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned an SGL-2 to Actuant
Corporation to reflect the company's good liquidity and affirmed
Actuant's Ba2 CFR and PDR ratings.  At the same time, Moody's has
downgraded its rating on the company's unsecured notes to reflect
to Ba3 from Ba2 due to the relative size of its first lien
facilities. The rating outlook was changed to positive.

Downgrades:

   Issuer: Actuant Corporation

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3,
      LGD4, 67% from Ba2, LGD4, 55%

Assignments:

   Issuer: Actuant Corporation

   --  Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

   Issuer: Actuant Corporation

   -- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

The change in the ratings outlook to positive reflects the
expectation that the company will continue to perform well due to
above average strength from its international operations. The
performance of its international operations will be important in
determining future ratings actions as over half of its operating
income is derived outside of the United States. The positive
outlook also considers the company's history of supplementing
growth through paced acquisitions and then applying its
significant cash flow towards paying down its debt. Free cash flow
to debt is anticipated to be over 20% for fiscal 2011 ending
August 31, 2011.

The downgrade in the company's senior unsecured global notes to
Ba3 from Ba2 reflect the large amount of first lien debt that has
a senior priority of claim ahead of the unsecured notes in the
event of bankruptcy and the company's use of its revolver to help
fund acquisitions. The company's large $600 million revolver and
its $100 million term loan have a senior priority of claim ahead
of the $249 million unsecured notes.

The assignment of an SGL-2 speculative grade liquidity rating
reflects the view that the company is expected to have good
overall liquidity over the next twelve months. The rating
considers the availability on its revolver (over $450 million as
of May 31, 2011); its strong internal cash flow generation, and
alternative forms of liquidity including its significant foreign
assets.

What could cause the rating to go up?

Given the company's size, the cyclical nature of its businesses,
and its acquisition based growth strategy, the company must have
above average credit metrics to be upgraded. Specifically,
additional positive ratings action could occur if there was an
improvement in the company's leverage metrics so that debt to
EBITDA was consistently below 2. 5 times (including the impact of
acquisitions) and free cash flow to debt was anticipated to be
over 20%. Additionally, for an upgrade in the CFR to Ba1 to occur,
the company would need to conservatively fund its acquisitions so
that there is not a meaningful increase in its leverage metrics at
the time of an acquisition. Moreover, its overall liquidity rating
would need to remain at least at the SGL-2 level.

What could cause the rating to go down?

A debt financed acquisition that leads debt to EBITDA to increase
to over 3 times could result in negative ratings action or a
reversion to a stable outlook. An acquisition outside of the norm
in size could also cause negative ratings pressure. Free cash flow
to debt projected below 15% or EBITA to interest projected below
3.75x could also pressure the ratings outlook.

The principal methodology used in rating Actuant was the Global
Manufacturing Industry Methodology published in December
2010.Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Actuant Corporation, with operations in more than 30 countries, is
a diversified global manufacturer of highly engineered position
and motion control systems and branded tools in a variety of
industries. The company has four business segments -- Industrial,
Energy, Electrical, and Engineered Solutions. The Industrial
segment (approx. 26% of revenues) is primarily involved in the
design, manufacture, and distribution of branded hydraulic tools,
the Energy segment (approx. 20% of revenues) provides joint
integrity products and services as well as umbilical, rope and
cable solutions to the oil & gas, power, and energy markets. The
Electrical segment (approx. 20% of revenues) is primarily involved
in the design, manufacture and distribution of electrical products
to the retail, wholesale, OEM, utility and marine markets. The
Engineered Solutions segment (approx. 34% of revenues) provides
highly engineered position and motion control systems to OEMs in
various vehicle and other industrial markets. Revenues for the LTM
period ended May 31, 2011, totaled $1.35 billion.


ADAMIS PHARMACEUTICALS: To Hold Annual Meeting on Sept. 12
----------------------------------------------------------
Adamis Pharmaceuticals Corporation has scheduled its 2011 Annual
Meeting of Shareholders to be held at the Company's executive
offices located at 11455 El Camino Real, Suite 310, San Diego,
California  92130, on Monday, Sept. 12, 2011 at 8:30 a.m., Pacific
Daylight Time.

The 2011 Annual Meeting is being held more than 30 days after the
anniversary of the Company's most recent annual meeting of
shareholders.  As a result, shareholders of the Company may
request to include proposals in the Company's Proxy Statement for
the 2011 Annual Meeting until a reasonable time before the Company
prints proxy materials for the 2011 Annual Meeting.

The bylaws of the Company set forth when a shareholder must
provide notice to the Company of nominations and other business
proposals that the shareholder wants to bring before the 2011
Annual Meeting.  The Shareholder Notice generally prescribes the
procedures that a shareholder of the Company must follow if the
shareholder intends (i) to nominate a person for election to the
Company's Board of Directors, or (ii) to propose other business to
be considered by shareholders at an annual meeting of the
shareholders.  These procedures include, among other things, that
the shareholder give timely notice to the Secretary of the Company
of the nomination or other proposed business, that the notice
contain specified information, and that the shareholder comply
with certain other requirements.

In accordance with the bylaws relating to a change in the annual
meeting date by more than 30 calendar days after the anniversary
of the previous annual meeting, notice by the shareholder must be
received by the Secretary at the registered office of the Company
by the date which is 10 calendar days after the date of the public
announcement of the date of the annual meeting.  Accordingly, in
order for a shareholder proposal to be considered for inclusion in
the Company's proxy statement for the 2011 Annual Meeting or for
shareholder business initiated by a shareholder to be brought
before the 2011 Annual Meeting, the shareholder must deliver a
notice of such nomination or proposal to the Company's Secretary
on or before 5:00 p.m., Pacific Daylight Time on Sunday, Aug. 7,
2011, and comply with the requirements of the Bylaws.

Notices should be addressed in writing to: Robert Hopkins,
Secretary, Adamis Pharmaceuticals Corporation, 11455 El Camino
Real, Suite 310, San Diego, California  92130.  Notices may be
mailed to the Company or may be delivered by telecopies to the
Company at telecopier number (866) 893-3622.

                   About Adamis Pharmaceuticals

San Diego, Calif.-based Adamis Pharmaceuticals Corporation is an
emerging pharmaceutical company engaged in the development and
commercialization of a variety of specialty pharmaceutical
products.  Its products are concentrated in major therapeutic
areas including oncology (cancer), immunology and infectious
diseases (viruses) and allergy and respiratory.

As reported by the TCR on July 14, 2011, Mayer Hoffman McCann
P.C., in Boca Raton, Fla., expressed substantial doubt about
Adamis Pharmaceuticals' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring losses from operations and has limited working capital
to pursue its business alternatives.

The Company reported a net loss of $6.98 million on $0 revenue for
the fiscal year ended March 31, 2011, compared with a net loss of
$6.71 million on $290,288 of revenue for the fiscal year ended
March 31, 2010.

The Company's balance sheet at March 31, 2011, showed
$1.73 million in total assets, $3.11 million in total liabilities,
and a stockholders' deficit of $1.38 million.


AIG BAKER: Can Use Wells Fargo Cash Collateral Until Aug. 9
-----------------------------------------------------------
On July 15, 2011, the U.S. Bankruptcy Court for the Northern
District of Alabama granted a request by AIG Baker Tallahassee,
LLC, and AIG Banker Tallahassee Communities, LLC for use of cash
collateral through and including Aug. 9, 2011.  This is the fourth
order allowing the Debtors access to cash collateral.

The Court also extended the Debtors' time to file a Chapter 11
Plan until Aug. 9, 2011.

As reported in the TCR on Jan. 21, 2011, the Debtors are indebted
to Wells Fargo Bank, N.A., successor-by-merger to Wachovia Bank,
National Association, pursuant to two separate mortgage loans
dated Feb. 21, 2007, and March 1, 2008 respectively.  As of the
Petition Date, AIG Baker Tallahassee Communities was indebted to
the Lender in the principal amount of not less than $41.2 million.
As of the Petition Date, AIG Baker Tallahassee was indebted to the
Lender in the principal amount of not less that $44.1 million.

The Debtors' prepetition indebtedness is secured by substantially
all of the Debtors' existing and after acquired real and personal
property assets and the proceeds, rents, products, offspring, and
profits thereof.  Wells Fargo has security interest in, inter
alia, the cash proceeds of the prepetition collateral of the
Debtors.

The Debtors may use cash collateral only in accordance with a
budget.

As adequate protection, Wells Fargo is granted a first priority
security interest in all assets and property of each of the
Debtors and their respective individual estates, now existing or
hereafter acquired, and all proceeds thereof.

As further protection for Wells Fargo's interests as of the
Petition Date in the prepetition collateral: (a) the Debtors will
pay on or before the 10th day of each month, all rents and other
amounts remaining after payment, or retention through accrual, of
the expenses set forth in the budget for the previous month, which
amounts will be applied against the prepetition indebtedness; and
(b) all proceeds of the sale, lease, disposition, or other
realization of the Collateral outside of the ordinary course of
business.

In addition to the foregoing, the Debtors will fully comply with
their obligations and will not breach any material representation
or warranty as set forth in the prepetition agreements with the
lenders.

                   About AIG Baker Tallahassee

Birmingham, Alabama-based AIG Baker Tallahassee, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case No. 10-
07353) on Dec. 14, 2010.  Lee R. Benton, Esq., at Benton &
Centeno, LLP, in Birmingham, Ala., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.

Affiliate AIG Baker Tallahassee Communities, LLC, filed a separate
Chapter 11 petition (Bankr. N.D. Ala. Case No. 10-07354).  It
estimated its assets and debts at $50 million to $100 million.

The Debtors own and manage two separate real estate projects.  The
real property owned by each Debtor constitutes "single asset real
estate," as defined in Sec. 101(51B) of the Bankruptcy Code.

In their second amended schedules, AIG Baker Tallahassee, LLC,
disclosed $13,584,832 in assets and $48,354,592 in liabilities as
of the Petition Date; and AIG Baker Tallahassee Communities, LLC,
disclosed $11,687,212 in assets and $45,209,141 in liabilities.


AK STEEL: Moody's Reviews 'Ba2' Corporate for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed AK Steel Corporation's Ba2
corporate family rating and probability of default rating and the
Ba3 senior notes ratings under review for possible downgrade. The
notes are guaranteed by the company's parent AK Steel Holding
Corporation. At the same time, Moody's downgraded the speculative
grade liquidity rating to SGL-2 from SGL-1.

The review results from the company's continued challenges in
returning to sustainable metrics appropriate for the Ba2 rating in
light of the slow and bumpy recovery of the steel industry. A
further key factor prompting the review is the increasing cost
pressure faced by AK Steel, particularly for iron ore and coking
coal. Moody's expects prices for these input requirements will
continue to increase. The combination of sluggish market
conditions for steel, steel price contraction and rising costs are
likely to further delay the time frame over which the company can
return to stronger debt protection metrics.

The downgrade of the speculative grade liquidity rating to SGL-2
reflects the contraction in the company's cash position to $46
million at June 30, 2011 versus $217 million at year-end 2010 and
drawings under the revolver to support the working capital build
during the first half of 2011. Operating cash flow through June
30, 2011 was negative $360 million (including $235 million of
pension and VEBA payment) and although Moody's expects working
capital requirements to moderate in the second half, Moody's
anticipates that operating cash flow will remain negative for the
year. AK Steel's liquidity is supported by its 5-year $1.0 billion
borrowing base facility expiring in April 2016. The facility is
guaranteed by its parent, AK Holding Corporation, and
subsidiaries. Inclusive of letter of credit issuance, Moody's
estimates outstandings of approximately $427 million at June 30,
2011. The agreement contains only one financial covenant, a fixed
charge coverage ratio of at least 1.0x, which is only operative if
availability is less than $125 million.

The review will focus on the company's sales mix and level of
value added products, its balance between spot and contract
business, capacity utilization levels, likely price realizations,
and cost components.

Downgrades:

   Issuer: AK Steel Corporation

   -- Speculative Grade Liquidity Rating, Downgraded to SGL-2
      from SGL-1

On Review for Possible Downgrade:

   Issuer: AK Steel Corporation

   -- Probability of Default Rating, Placed on Review for Possible
      Downgrade, currently Ba2

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently Ba2

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Ba3

   -- Senior Unsecured Shelf, Placed on Review for Possible
      Downgrade, currently (P)Ba3

Outlook Actions:

   Issuer: AK Steel Corporation

   -- Outlook, Changed To Rating Under Review From Negative

The principal methodology used in rating AK Steel Corporation was
the Global Steel Industry Methodology published in January 2009.

Headquartered in West Chester, Ohio, AK Steel Corporation (AK
Steel) ranks as a middle tier, high quality, integrated steel
producer in the United States, operating seven steelmaking and
finishing plants in Indiana, Kentucky, Ohio and Pennsylvania.
Revenues for the twelve months to June 30, 2011 were $6.3 billion.


ALASKA AIR: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Seattle,
Wash.-based Alaska Air Group Inc. and subsidiary Alaska Airlines
Inc. to 'BB-' from 'B+'. The outlook is stable.

"We based the upgrade on improved recent and expected operating
and financial performance, as well as liquidity that should remain
comfortably sufficient for operating needs and debt service," said
Standard & Poor's credit analyst Betsy Snyder. "Alaska Air has
generated improved earnings over the past four quarters (net
income of $359 million for the 12 months ended June 30, 2011 --
more than double the $176 million earned in the prior year
period)."

"Despite a reduction in net income to $29 million in second-
quarter 2011 compared with $59 million a year earlier (due to
higher fuel costs and $27 million of fleet transition costs
related to the retirement of aircraft), we expect that in 2011
Alaska Air should still earn more than the $251 million earned in
2010, due to industrywide improved traffic and pricing. We also
expect Alaska Air's key credit measures, such as EBITDA interest
coverage (5.5x for the 12 months ended March 31, 2011) and funds
from operations (FFO) to total debt (33%) to remain relatively
consistent; these metrics are already better than most peers. We
project EBITDA interest coverage of 5.0x-5.5x and FFO to total
debt in the mid-30% area in 2011 and 2012. Liquidity is strong,
with unrestricted cash and short-term investments of $1.35 billion
as of June 30, 2011, equal to 33% of annualized revenues (the best
among U.S. airlines), which includes $200 million fully available
under its credit facilities. Debt maturities and capital spending
needs are moderate and Alaska Air can cover them through internal
cash flow," S&P stated.

The ratings on Alaska Air reflect the company's position as a
relatively small participant in the cyclical and price-competitive
U.S. airline industry, an improved financial profile, and
liquidity we believe should remain comfortably sufficient for
operating needs and debt service. The company plans to scale
its capital spending upwards in 2011 and partially fund it through
external financing. Capital spending will remain high in 2012 as
well. "Under our criteria, we characterize the company's business
profile as weak, its financial profile as significant, and
liquidity as adequate," S&P said.

Alaska Air is the holding company for Alaska Airlines Inc. and
Horizon Air Industries Inc., a regional airline. Alaska Airlines,
which accounts for about 81% of consolidated passenger revenues,
operates hubs at Anchorage, Alaska, Los Angeles, Seattle (its main
hub), and Portland, Ore. Although the company faces significant
competition in its West Coast markets, it has a substantial market
share on many of the routes it serves along the West Coast, and
dominates traffic between the West Coast and Alaska. The company
also benefits from alliance relationships with many airlines,
including American Airlines Inc., Delta Air Lines Inc., and
various non-U.S. airlines.

The outlook is stable. "Even with rising fuel prices, we don't
foresee a substantial weakening in Alaska Air's financial profile
due to its significant fuel hedging strategy and adequate
liquidity," Ms. Snyder continued. "Therefore, we don't expect to
make any rating downgrades over the next year unless the company's
FFO to debt were to decline to below 25% and liquidity fell to
below 20% of trailing-12-month revenues for a sustained period.
Although unlikely anytime soon due to uncertainty regarding
economic performance and fuel prices, we could raise the ratings
if FFO to debt increased to 40% and the company maintained
liquidity at 25% of trailing-12-month revenues on a sustained
basis."


ALROSE KING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Alrose King David LLC
        30 East 39th Street
        New York, NY 10016

Bankruptcy Case No.: 11-75361

Chapter 11 Petition Date: July 28, 2011

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

Judge: Dorothy Eisenberg

Debtor's Counsel: Patrick T. Collins, Esq.
                  FARRELL FRITZ, P.C.
                  EAB Plaza
                  Uniondale, NY 11556
                  Tel: (516) 227-0700
                  Fax: (516) 227-0777
                  E-mail: pcollins@farrellfritz.com

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

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

The petition was signed by Allen Rosenberg, managing member.

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


ANGEL MARTINEZ: Court Rejects Creditor's Motion to Convert Case
---------------------------------------------------------------
Bankruptcy Judge Mildred Caban Flores denied the request of Allied
Management Group, Inc., to convert the Chapter 11 bankruptcy case
of Angel Luis Colon Martinez to one under Chapter 7, saying Allied
has not complied with its burden of demonstrating through
preponderance of evidence the existence of a substantial or
continuing loss to or diminution of the bankruptcy estate and the
absence of a reasonable likelihood of rehabilitation by the
Debtor.  A copy of Judge Flores' July 29, 2011 Decision and Order
is available at http://is.gd/jZdpZzfrom Leagle.com.

Allied's motion to convert is premised on the argument that there
is a continuing loss or diminution of the Debtor's estate and the
absence of a reasonable likelihood that the Debtor can be
rehabilitated.  Allied based its position on the Debtor's lack of
post-petition payment towards Allied's indebtedness, as well as a
decline in value of the Debtor's real estate properties, among
other things.

The Debtor opposed Allied's assertions, arguing that he had
previously proffered to turn over to Allied the monthly rental
income of one of his real estate properties as payment to Allied's
debt -- an offer that Allied allegedly refused, and continues to
refuse to date.  The Debtor also contested Allied's contention
that the real estate properties were declining in value. Moreover,
the Debtor filed the outstanding Monthly Operating Reports for the
months of April, May and June, 2011.

Angel Luis Colon Martinez, a retired physician who owns various
real estate properties in Santurce, Hato Rey, Guanica and Caguas,
filed a pro se voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 10-09746) on Oct. 18,
2010, listing under $1 million in both assets and debts.  Allied
Management Group, Inc., was the Debtor's largest secured creditor,
whose collateral covers three out of the Debtor's four real estate
properties.


APART NORTH AMERICA: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: APART North America, Inc.
        253 West 28th Street, 4th Floor
        New York, NY 10001

Bankruptcy Case No.: 11-13633

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: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN, LLP
                  286 Madison Avenue, Suite 502
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-13633.pdf

The petition was signed by Murat Goker, president.


ARIZONA MARKET: Emerges From Bankruptcy Protection
--------------------------------------------------
Chris McDaniel at the Yuma Sun reports that the Arizona Market
Place has emerged from bankruptcy proceedings with a plan to stay
in business and pay off outstanding debts.

The Company filed for Chapter 11 bankruptcy protection in federal
court on July 22, 2010, to prevent foreclosure.  The trustee sale
notice published in the Yuma Sun at the time listed 1st Bank Yuma
as the beneficiary, with an original principal balance of $2.2
million.

AZMP LLC, owner of the Arizona Market Place, reached an agreement
with its principal creditors just prior to going into plan
confirmation hearings July 14.  U.S. federal bankruptcy Judge
James M. Marlar approved the workout plan, which included
provisions for increased capitalization of the business and
additional revenue streams from related on-site businesses.

Arizona Market Place -- http://www.azmarketplace.com/-- is
located south of the intersection of 32nd Street and Avenue 4E
Yuma, Arizona.  Dan Dinwiddie is the sole owner after buying out
his partners.


ASCENDIA BRANDS: DIP Financing Extended Until Dec. 31
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
for the 15th time, the terms of the Final DIP Financing Order
authorizing Ascendia Brands Inc., et al., to obtain postpetition
financing from Wells Fargo Foothills, Inc.

The Court extended the Debtors' access to the DIP financing to
fund their postpetition expenses until Dec. 31, 2011.  The terms
of the order were negotiated in good faith and at arm's-length
among the Debtors, Wells Fargo as DIP agent, and the DIP lenders.

As reported in the Troubled Company Reporter on Sept. 11, 2008,
Judge Brendan L. Shannon authorized the Debtors to obtain, on a
final basis, up to $26,428,000 in postpetition financing, pursuant
to a DIP loan agreement dated Aug. 5, 2008.  A full-text copy of
the Debtors' DIP loan agreement dated Aug. 5, 2008, is available
for free at http://ResearchArchives.com/t/s?3083

                       About Ascendia Brands

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was, prior to the sale of
substantially all of its assets during bankruptcy, a manufacturer
and seller of branded and private labeled health and beauty care
products in North America, including Baby Magic, Binaca, Mr.
Bubble, Calgon, Ogilvie, the healing garden, Lander and Lander
Essentials.  Remaining assets consist almost entirely of accounts
receivable.

The Company and six of its affiliates filed for Chapter
11 protection (Bankr. D. Del. Lead Case No. 08-11787) on Aug. 5,
2008, disclosing $194.8 million in total assets and $279 million
in total debts.

Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtors in their
restructuring efforts.  M. Blake Cleary, Esq., Edward J.
Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel.
Epiq Bankruptcy Solutions LLC is the notice, claims and balloting
agent to the Debtors.

As reported by the Troubled Company Reporter on Oct. Oct 13, 2008,
the Bankruptcy Court approved the $16.6 million sale of the
Debtors' various business and brands.  The Village Co. paid $4.8
million for the Mr. Bubble business after winning a Sept. 24
auction.  Helen of Troy Ltd., the El Paso, Texas-based maker of
Vidal Sassoon and Revlon hair products, acquired the Ogilvie brand
for $4.7 million.  Naterra International, Inc., acquired the Baby
Magic Brand for $3 million.  Dr. Fresh, Inc., paid $3 million for
the Bianca, Tek and Dentax brands; and KCM Brands LLC bought the
Tussy, Black Orchid, Dorothy Grey and Chubs brands for $1 million.


AUBREY LYMAN MEADE: Bankr. Court Rules on Suit v. BofA
------------------------------------------------------
Bankruptcy Judge J. Rich Leonard ruled on cross motions for
summary judgment filed by the parties to the lawsuit, Aubrey Lyman
Meade, Jr., v. Bank of America, successor-in-interest to
GreenPoint Mortgage Funding, Inc., Adv. Proc. No. 10-00280 (Bankr.
E.D.N.C.).  The plaintiff sued BofA to avoid two liens created by
deeds of trust on his property located in Franklin County, North
Carolina. The deeds of trust were originally granted in favor of
GreenPoint Mortgage Funding, Inc., but are now owned by BofA.
After conducting discovery, the parties each moved for summary
judgment on the issues presented to the court.  In a July 29, 2011
Order, available at http://is.gd/Qogu9Ffrom Leagle.com, Judge
Leonard granted the plaintiff's motion for summary judgment and
denied the defendant's motion.

Based in Bunn, North Carolina, Aubrey Lyman Meade, Jr., owns 30
rental properties.  He filed for relief under chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.C. Case No. 09-11148) on Dec. 22,
2009.  George M. Oliver, Esq. -- efile@oliverandfriesen.com -- at
Oliver & Friesen, PLLC, represented the Debtor.  In his petition,
he estimated $1 million to $10 million in assets and debts.  A
full-text copy of the Debtor's petition, including a list of his
20 largest unsecured creditors, is available for free at
http://bankrupt.com/misc/nceb09-11148.pdf


AURORA HOUSING: Moody's Cuts Housing Revenue Bond Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating on $1,865,000
of outstanding Aurora (MN) Housing and Redevelopment Authority's
Multi-family Housing Revenue Bonds, (Irongate Apartments Section 8
Assisted Project), Series 1996 to Ba3 from Ba2.

The outlook on the bonds has been revised to negative.

RATINGS RATIONALE

The downgrade to the Ba3 rating level is based on the property's
poor performance and declining occupancy rates over the past year.

STRENGTHS:

* The Debt Service Reserve Fund is supported by a Guaranteed
  Investment Contract (GIC)

CHALLENGES:

* Decline in debt service coverage from 1.09x in 2009 to 1.05x in
  2010

* Occupancy has declined to 76% in June 2011 from 91% in June 2010

DETAILED CREDIT DISCUSSION

Based on the 2010 audited financial statements, property
performance continues to be financially adequate despite
volatility in property expense and a 39% increase in maintenance
expense since 2009. The financials demonstrate a Debt Service
Coverage Ratio (DSCR) of 1.05x, down from 1.09x in 2009. In
addition, June 2011 occupancy has also decreased to 76% from 91%
in June 2010. Low occupancy levels have been caused by several
factors including ongoing renovations and poor management by the
prior property manager. The 78 unit property located in Aurora,
Minnesota, has rental rates at 111% of HUD Fair Market Rates "FMR"
for St. Louis County.
Outlook

The outlook on the bonds has been revised to negative from stable.
Given the fact that the bond maturity and HAP expiration (which
are co-terminous) do not end until October 2019, it is likely that
the property will continue facing financial challenges unless
there is a long-term increase in occupancy level and a reduction
of expenditures over the next few years.

What could change the rating - UP

*Increase in Debt Service Coverage levels

*Increase in long term occupancy

What could change the rating - DOWN

*Further decline in occupancy

*Increase in expenditures

KEY STATISTICS (AS OF DECEMBER 31, 2010 AUDITED FINANCIAL
STATEMENTS)

Recent Occupancy: 76% (As of June 30, 2011)

HAP CONTRACT expiration: 10/01/2019

Debt Maturity: 10/01/2019

Debt Service Coverage: 1.05x (excluding reserve for replacements
expense)

Fair Market Rates: Rental prices average 111% of FMR St. Louis,
Minnesota

The last rating action with respect to the Aurora (MN) Housing &
Redevelopment Authority's Multifamily Housing Revenue Bonds
(Irongate Apts. Section 8 Assisted Project), Series 1996, was on
July 22nd, 2010, when a municipal finance scale rating of Ba2
stable was assigned.

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


AWAL BANK: HSBC Dismissal Motions Put Reorganization on Hold
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the administrator for Awal Bank BSC said in a court
filing last week that the Chapter 11 case is on hold until the
bankruptcy judge in New York decides on two dismissal motions
filed by HSBC Bank USA NA.

Mr. Rochelle recounts that Awal drew first blood by accusing the
U.S. branch of U.K.-based HSBC of carrying out a setoff that could
be recovered in bankruptcy as a preference.  The bank followed by
filing a motion early this year to dismiss the entire Chapter 11
case and also to dismiss the lawsuit where the bank's
administrator is hoping to recover the preference.

According to the report, given that the lawsuit against HSBC is
the primary asset in the Chapter 11 case, Awal said the bankruptcy
can't go ahead for the time being.  The administrator is therefore
seeking a second extension of the exclusive right to propose a
Chapter 11 plan.  If approved by the bankruptcy court at an
Aug. 11 hearing, the new deadline for filing a plan would be
Feb. 17.

                          About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  U.S. lawyers
for the bank said last year that under Bahrain law, Awal's
administrator had two years to decide if the bank should liquidate
or be returned to management and shareholders.

Stewart Hey, Esq., at Charles Russell LLP, as external
administrator of Awal Bank BSC, made a voluntary petition under
Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr.
S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the
administration proceedings.

In 2010, the bank began experiencing a liquidity squeeze brought,
in part, by the global economic crisis.  The bank ceased to
operate as a going concern since it was place into administration.

Awal Bank filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan on Oct. 21, 2010.  The Debtor
estimated $50 million to $100 million and debts in excess of
$1 billion as of the petition date.

The External Administrator is represented by:

          David J. Molton, Esq.
          BROWN RUDNICK LLP
          7 Times Square
          New York, NY 10036
          Telephone: 212-209-4800
          Facsimile: 212-209-4801
          E-mail: dmolton@brownrudnick.com

               - and -

          Sunni P. Beville, Esq.
          Robert L. Harris, Esq.
          Rebeccca L. Fordon, Esq.
          Nicolas M. Dunn, Esq.
          BROWN RUDNICK LLP
          One Financial Center
          Boston, MA 02111
          Telephone: 617-856-8200
          Facsimile: 617-856-8201
          E-mail: sbeville@brownrudnick.com
                  rharris@brownrudnick.com
                  rfordon@brownrudnick.com
                  ndunn@brownrudnick.com


BERNARD L MADOFF: Bankr. Judge Declines to Drop Suit vs. Cohmad
---------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S.
Bankruptcy Judge Burton Lifland on Monday refused to dismiss a
$245 million lawsuit Madoff trustee Irving Picard brought against
Cohmad Securities Corp., an investment firm that was allegedly a
key ally to the Ponzi schemer.

Law360 notes that Judge Lifland allowed the suit against Cohmad
and its principals to go forward, saying Mr. Picard made an
adequate case.

                   About Bernard L. Madoff

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

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

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

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

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

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


BORDERS GROUP: Court OKs Hike of DJM's Fees to 5% of Proceeds
-------------------------------------------------------------
Judge Martin Glenn granted Borders Group Inc.'s request to enter
into a first amendment of their retention agreement with DJM
Realty Services, LLC, as real estate consultants.

DJM Realty, Borders Group, Inc.'s lease and real estate services
provider, plans to auction 259 Borders leases in two separate
sales, probably in August and September.

All aspects of DJM's employment, including the performance of
expanded services, will continue to be governed by the DJM
Retention Order, except to the extent modified in the First
Amendment.

As previously reported, the First Amendment provides for an
increase in DJM's fees in connection with lease dispositions from
3% to 5% of Gross Proceeds.  The First Amendment also amends the
definition of "Gross Proceeds" to include prepetition claim
waivers and adds the Debtors' Waldenbooks locations to the
locations subject to the Services Agreement.  If DJM qualifies
for a Lease Modification Fee under the Services Agreement, DJM
will not be entitled to the increased 5% Gross Proceeds
percentage provided for in the First Amendment.

Under the First Amendment, DJM will also be entitled to a bonus
upon the determination of the Debtors and the Official Committee
of Unsecured Creditors.

In the event DJM qualifies for a Lease Modification Fee under the
Services Agreement, DJM will not be entitled to the increased 5%
Gross Proceeds percentage provided for in the First Amendment,
the Court ruled.

                       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: Pershing Disposes of Cash Settled Return Swap
------------------------------------------------------------
In a July 27, 2011, filing with the U.S. Securities and Exchange
Commission, Pershing Square Capital Management, L.P., 10% owner
of Borders Group, Inc., disclosed that it disposed of eight cash-
settled total return swaps:

  * The First Swap was for 1,770,100 shares of Borders common
    stock for the account of Pershing Square International,
    Ltd.;

  * The Second Swap was for 256,600 shares of Borders common
    stock for the account of Pershing Square, L.P.;

  * The Third Swap was for 343,400 shares of Borders common
    stock for the account of PSIL;

  * The Fourth Swap was for 268,474 shares of Borders common
    stock for the account of PSI;

  * The Fifth Swap was for 366,526 shares of Borders common
    stock for the account of PSIL;

  * The Sixth Swap was for 126,461 shares of Borders common
    stock for the account of PSI;

  * The Seventh Swap was for 178,703 shares of Borders common
    stock for the account of PSIL; and

  * The Eighth Swap for 1,736 shares of Borders common stock for
    the account of Pershing Square II, L.P.

The Swaps were entered into by Pershing Capital Square, for the
accounts of certain Pershing entities, with a broker-deal
counterparty.  They were entered from January 8 to 14, 2008, with
an initial expiration date of August 5, 2009, subsequently
extended to July 29, 2011.  Under the terms of the swap, (i) each
Pershing entity was obligated to pay to the counterparty any
negative price performance under $9.29 or $9.36, as applicable,
for each of the notional BGP common shares subject to the swap,
plus interest, and (ii) the counterparty was obligated to pay to
the respective Pershing entity any positive price performance
over $9.29 or $9.36, as applicable, for each of the Swap
Reference Shares, plus any dividends paid during the life of
the swap.

The Swaps were unwound on July 25, 2011.

The disposal of the Swaps resulted to Pershing Square having
beneficial ownership of zero cash-settled total return swaps.

In addition to Pershing Square Capital Management, L.P., the Form
4 was being filed jointly by Pershing Square GP, LLC, PS
Management GP, LLC and William A. Ackman, each of whom has the
same business address as PS Capital.  PSI, PSII, and PSIL are
investment funds for which PS Capital acts as investment advisor
or management company and therefore, PS Capital may be deemed to
be the beneficial owner of the derivative securities reported
herein.  PS Management is the general partner of PS Capital and
therefore may be deemed to be the beneficial owner of the
derivative securities reported.  PSGP is the general partner of
PSI and PSII and therefore may be deemed the beneficial owner of
the derivative securities held for the accounts of PSI and PSII.
William A. Ackman is the managing member of PS Management and
therefore may be deemed the beneficial owner of the derivative
securities reported herein.  Each of PS Capital, PS Management,
PSGP, and Mr. Ackman disclaims beneficial ownership of the
derivative securities reported, except to the extent of its or
his pecuniary interest, if any.

                       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: Agree Realty Says Impact of Closings Uncertain
-------------------------------------------------------------
Agree Realty Corporation related on July 28, 2011, that until
Borders Group, Inc. determined its plan for each of Agree
Realty's locations, there will be uncertainty in determining the
ultimate impact on the company' operations.

Agree Realty has seven locations currently leased by Borders.
The Borders liquidation will negatively affect Agree Realty's
future operating results due to the closure of the additional
Borders locations.  Agree Realty has been actively marketing all
of the Borders locations for potential re-tenanting or
disposition.

                       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


BOUNDARY BAY: U.S. Trustee Adds Two Members to Committee
--------------------------------------------------------
Frank Carigan, assistant United States Trustee for Region 16,
under 11 U.S.C. SEC 1102(a) and (b), disclosed that the Committee
of Creditors Holding Unsecured Claims against Boundary Bay
Capital, LLC, has been amended to add two members, namely, Lynell
Burmark and Adrea Jupina.

The Creditors Committee now consists of five members:

          1. Albert c. Wazlak
             1901 Pine St.
             Huntington Beach, CA 92648
             Tel: (714) 809-6100
             Fax: (714) 787-0990
             E-mail: awazlak@aol.com

          2. Harrington Construction Co., Inc.
             West Harrington
             22632 Golden Springs Dr., #215
             Diamond Bar, CA 91765
             Tel: (909) 861-5452
             Fax: (909) 861-2871
             E-mail: hccl@hccigroup.com

          3. Henry Worthington Testamentary Trust
             Sherril W. Keithley
             10715 SW Heron Circle
             Beaverton, OR 97007
             Tel: (503) 579-9123
             Fax: (503) 701-2105
             E-mail: swkwkeithley@comcast.net

          4. Lynell Burmark
             713 Saranac Dr.
             Sunnyvale, CA 94087
             Tel: (408) 733-0288
             Fax: (408) 732-4316

          5. Andrea Jupina
             PO Box 234192
             Encinitas, CA 92023-4192
             Tel: (858) 779-1088

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.
.

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15,876,118 in assets
and $54,448,485 in liabilities.


BPP TEXAS: Wants Plan Exclusivity Until September Confirmation
--------------------------------------------------------------
BPP Texas, LLC, et al., and Citizens Bank of Pennsylvania have
filed an emergency joint motion to: (i) extend Debtors' Debtor's
exclusivity; (ii) extend usage of cash collateral; and (ii)
continue the Automatic Stay (currently in place through July 29,
2011), through the conclusion of the requested continued hearing
at "some date" in September 2011.

The extension of the Debtors' use of cash collateral will be
pursuant to identical terms, rights, protections, and requirements
of the cash collateral order dated June 28, 2011 [docket no. 278].

Likewise, the requested continuation of the automatic stay will be
pursuant to the same terms of the order, dated April 13, 2011,
permitting the automatic stay until July 29, 2011 [docket no.
161].

The Court had previously extended the Debtor's exclusivity through
July 27, 2011.  On June 14, 2011, the Debtors filed their Second
Amended Joint Consolidated Plan of Reorganization.  The
continuance is being sought to enable the Debtors, Citizens Bank,
and the Guarantors of the Debtors' obligations to Citizens, to
come to a settlement as to the allowance of Citizens' claims and
the defenses and counterclaims raised by the Debtors and the
Guarantors.

As reported in the TCR on July 12, 2011, the Bankruptcy Court
approved the stipulation of BPP Texas, LLC, et al., and Citizens
Bank of Pennsylvania extending through to and including July 29,
2011, the Debtors' use of cash collateral.

                        About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  BPP Texas estimated its assets at $1 million to
$10 million and debts at $50 million to $100 million.  In its
schedules, BPP Texas disclosed $3,731,144 in assets and
$65,892,831 in liabilities as of the petition date.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


CAESARS ENTERTAINMENT: Committee OKs $7.75-Mil. Payout to Execs.
----------------------------------------------------------------
The Human Resources Committee of the Board of Directors of Caesars
Entertainment Corporation approved the first payout under the
Company's Project Renewal Incentive Plan for the Company's
management, including the Company's named executive officers.  The
Plan was originally adopted on April 27, 2011, and is designed to
incent leadership to undertake the cost savings initiatives
proposed as part of comprehensive program to streamline the
Company's operations that was launched in the fourth quarter of
2010.  The Plan expires on March 1, 2013.

The Plan provides payouts when pre-determined cumulative, run rate
savings milestones are achieved and maintained for at least three
consecutive months, as certified by the Committee.  The Plan
includes four savings milestones in the amounts of $100 million,
$200 million, $300 million and $400 million.  Payout under the
Plan is further subject to the maintenance of a minimum EBITDA
threshold per $100 million of cost savings to ensure that actual
savings flow through to EBITDA.

The maximum payout any participant can receive based on achieving
each of the four savings milestones is equal to two times the
participant's annual bonus target Upon achievement of each of (i)
the first and second savings milestones ($100 million and $200
million, respectively,) 33% of the annual bonus target is payable,
and (ii) the third and fourth milestones ($300 million and $400
million, respectively) 67% of the annual bonus target is paid.
Participants must be employed as of the day bonuses are paid in
order to be eligible to receive payment.  All payouts are
discretionary and to be determined by the Committee.

The Committee approved that the first $100 million run rate
savings milestone has been achieved and sustained for at least
three months, and that the EBITDA governor has been achieved as
well.  Accordingly, on July 27, 2011, the Committee approved the
payout for the first milestone, aggregating approximately $7.75
million for all eligible employees, including the Company's named
executive officers, who will receive the following amounts
pursuant to the Plan and as approved by the Committee: Gary
Loveman $1,000,000; Thomas Jenkin $300,000; John Payne $265,250;
Jonathan Halkyard $157,500.

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.

The Company's balance sheet at March 31, 2011, showed $28.40
billion in total assets, $26.84 billion in total liabilities and
$1.56 billion in total stockholders' equity.


CAMPANA FAMILY: Plan Outline Hearing Deferred Amid Settlement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
continued until Sept. 22, 2011, at 10:00 a.m., the hearing to
consider adequacy of the disclosure statement explaining Campana
Family, LLC's proposed plan of organization dated May 31.

On July 26, the Debtor moved to vacate the Disclosure Statement
hearing scheduled for July 28.  The Debtor related that it has
reached an agreement in substance with Mohave State Bank, the sole
secured creditor and primary interested party on Debtor's "dirt
for debt" plan.  The Debtor added that once documentation of the
settlement is finalized, it intends to move to dismiss its
bankruptcy case.

The Debtor was to begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

As reported in the Troubled Company Reporter on June 14, 2011,
with the exception of the Litigation Claims, the Plan provides for
the transfer of Debtor's primary asset to the Mohave State Bank in
full satisfaction of the Bank's claim, under Class 3, against the
Debtor.  Upon confirmation of the plan and transfer of Castle Rock
Village and adjoining Debtor-owned property in Kingman, the Debtor
would discontinue business other than to liquidate claims and make
distributions under the Plan.  A copy of the Disclosure Statement
is available at:

          http://bankrupt.com/misc/campanafamily.DS.pdf

                     About Campana Family, LLC

Scottsdale, Arizona-based Campana Family, LLC, is a real estate
developer in Arizona.   The Company owns a partially completed
real estate subdivision in Kingman, Mohave County, Arizona known
as Castlerock Village, consisting of 75 improved residential lots.
It also owns 213 partially improved premilinary platted lots.  The
Company owns 23 additional acres adjoining Castlerock Village,
part of which is zoned R-2 for multi-unit apartments, part as C-2
zoning for mini-storage and part as C-1 for commercial
development.  The Company filed for Chapter 11 bankruptcy
protection  (Bankr. D. Ariz. Case No. 11-00530) on Jan. 8, 2011.
The Hendrickson Law Firm, PLLC, represents the Debtor in its
restructuring effort.  The Debtor disclosed $11,077,036 in assets
and $3,241,510 in liabilities as of the Chapter 11 filing.


CASCADE BANCORP: Patricia Moss Plans to Retire as CEO Next Year
---------------------------------------------------------------
Cascade Bancorp and its wholly-owned subsidiary Bank of the
Cascades, announced that Patricia L. Moss, the Chief Executive
Officer and President of the Company and Chief Executive Officer
of the Bank, advised the Board of Directors of the Company of her
intent to retire next year on July 25, 2012, at which time she
plans to provide her formal notice of resignation.  During the
interim period, she will continue to serve as CEO and President of
the Company and CEO of the Bank.

Patricia L. Moss commented, "After a 34-year career with the Bank,
I look forward to spending more time with my family and fulfilling
a personal desire to travel upon my retirement.  Importantly,
advising the board of my future retirement plans a year in advance
of my retirement allows them sufficient time to make necessary
succession and transition plans.  I remain committed to the Bank
and to all of our employees to carry out my duties as CEO until I
retire next year and I look forward to supporting a smooth
transition."

Gary Hoffman, chairman of the board, commented, "For 34 years
Patti has been an outstanding leader for the Company and the Bank.
As a Board, we are particularly grateful to Patti for the
extraordinary effort and dedication she has consistently
demonstrated over the years and particularly during the recent
economic downturn.  Thanks to her actions, she will be leaving our
bank in a position of financial strength and well prepared to
serve our communities into the future.  We are very appreciative
that she has provided us with adequate time to plan for a smooth
transition.  The Board has been conducting a search for a
President of the Bank and in consideration of Patti's future
retirement plans the board has created a search committee to begin
the process of identifying the best CEO/President candidate.  The
Board is actively engaged and dedicated to finding a strong and
experienced leader who shares Bank of the Cascades values to lead
the Bank into the future."

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on
$84.98 million of total interest and dividend income for the year
ended Dec. 31, 2010, compared with a net loss of $114.83 million
on $106.81 million of total interest and dividend income during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.60 billion in total assets, $1.39 billion in total liabilities,
and $209.54 million in total stockholders' equity.


CATHEDRAL HIGH: Moody's Upgrades Letter of Credit Backed Rating
---------------------------------------------------------------
Moody's Investors Service has upgraded to A2/VMIG from Ba3/SG the
rating of the California Statewide Communities Development
Authority Variable Rate Demand Revenue Bonds (Cathedral High
School Project), Series 2003 in conjunction with the replacement
of the current letter of credit securing the Bonds provided by
Allied Irish Banks, p.l.c with a letter of credit to be provided
by Union Bank, National Association.

SUMMARY RATINGS RATIONALE

Upon the substitution of the letter of credit, currently scheduled
for June 29, 2011, the rating will be based upon: (i) the direct-
pay letter of credit provided by the Bank; (ii) the structure and
legal protections of the transaction, which ensure timely payment
of debt service and purchase price to bondholders; and (iii)
Moody's evaluation of the credit quality of the Bank issuing the
letter of credit.

Moody's currently rates Union Bank, N.A.'s long-term and short-
term other senior obligations (OSO) A2 and Prime-1, respectively.

DETAILED CREDIT DISCUSSION

Interest Rate Modes and Payment

The Bonds will continue to bear interest in the weekly rate mode
with interest paid on the first business day of each month. The
bond indenture permits conversion of the Bonds, in whole, to bear
interest at a commercial paper, Dutch Auction, or fixed rate mode
and are subject to mandatory tender at a price of par plus accrued
interest upon conversion. Moody's rating on the Bonds applies only
to Bonds bearing interest in the weekly or daily rate mode. The
daily rate mode also pays interest on the first business day of
each month.

Additional Bonds

The issuance of additional Bonds is not permitted under the
indenture.

Flow of Funds

The trustee is instructed to draw on the letter of credit at or
before 4:00 p.m. on the business day prior to each payment date in
order to receive sufficient funds to pay the principal, and
interest accrued thereon, when due. The trustee shall draw on the
letter of credit by 11:30 a.m. for purchase price on each purchase
date to the extent remarketing proceeds received are insufficient.
Bonds which are purchased by the Bank due to a failed remarketing
will not be released by the trustee unless the trustee has
received confirmation that the letter of credit has been
reinstated in the amount drawn for such purchase. (All times refer
to local time in effect in New York, New York).

Letter Of Credit

The letter of credit is sized for full principal plus thirty-five
days of interest at the maximum rate applicable to the Bonds (12%)
and will provide coverage for Bonds while they bear interest in
the weekly and daily rate modes only. The letter of credit
provided by the Bank is subject to the Uniform Customs and
Practice for Documentary Credits, International Chamber of
Commerce, Publication No.600 (UCP).

Draws On the Letter Of Credit

Conforming draws for principal or interest presented to the Bank
at or prior to 1:00 p.m. on a business day will be honored by the
Bank by 9:00 a.m. on the next business day. Conforming draws for
purchase price presented to the Bank at or prior to 8:30 a.m. on a
business day will also be honored by the Bank by 11:00 a.m. on the
same business day. (All times refer to local time in effect in Los
Angeles, California).

Reinstatement of Interest Draws

Draws made under the letter of credit for interest shall be
automatically reinstated by the close of business on the date of
such drawing.

Reimbursement Agreement Defaults

In the event of a default under the reimbursement agreement, the
Bank may, at its option, deliver written notice to the trustee
stating that such event of default under the reimbursement
agreement has occurred and direct the trustee either to accelerate
or cause a mandatory tender of the Bonds. With direction from the
Bank to accelerate the Bonds, the trustee shall declare all Bonds
then outstanding to be due and payable immediately, and upon such
declaration, all principal and interest accrued thereon shall
become and be immediately due and payable. The trustee shall
immediately draw on the letter of credit and the interest shall
cease to accrue upon such declaration. With direction from the
Bank to cause a mandatory tender of the Bonds, the trustee shall
cause a mandatory tender on the fifth business day following the
trustee's receipt such notice from the Bank of an event of default
under the reimbursement agreement directing the trustee to cause
such mandatory tender. The letter of credit will terminate the
date the trustee receives notice from the Bank that it has
purchased all outstanding Bonds upon the occurrence of an event of
default under the reimbursement agreement, or upon the Bank's
honoring of a final draft under the letter of credit.

Expiration/Termination of the Letter Of Credit

The letter of credit will terminate at the close of business on
the earliest to occur of: (i) June 30, 2021, the stated expiration
date of the letter of credit; (ii) the date on which a final
drawing is honored by the Bank; (iii) the date the Bank receives a
certificate from the trustee stating that it has been provided,
and has accepted, an alternate letter of credit; (iv) the business
day following the conversion of the interest rate on the Bonds to
a mode other than daily or weekly; and, (v) the date the trustee
receives notice from the Bank that it has purchased all
outstanding Bonds upon the occurrence of an event of default under
the reimbursement agreement.

Substitution

Substitution of the letter of credit is permitted. The Bonds are
subject to mandatory tender on the substitution date of the letter
of credit, provided that if fifteen calendar days prior to such
date the trustee receives evidence that Moody's has reviewed the
alternate letter of credit and that such substitution will not
result in a reduction or withdrawal of the ratings on the Bonds,
in which case the Bonds will not be subject to mandatory tender.

Optional Tenders

Bondholders may, at their option, tender their Bonds during the
weekly rate mode, on any business day by providing written notice
to the trustee, tender agent, and remarketing agent by 5:00 pm at
least seven (7) days prior to the purchase date. Bondholders may,
at their option, tender their Bonds during the daily rate mode on
any business day with notice delivered to the trustee, tender
agent, and remarketing agent by 9:30 a.m. on the purchase date.
(All times refer to local time in effect in New York, New York).

Mandatory Purchases

The Bonds are subject to mandatory tender on the following dates:
(i) each interest rate conversion date; (ii) on a date not later
than the business day preceding the expiration date of the letter
of credit, provided that no mandatory tender under shall occur if
the trustee receives confirmation from Moody's that immediately
following the expiration of the letter of credit there will be no
withdrawal or reduction of ratings then in effect; (iii) on the
substitution date of the liquidity facility or letter of credit,
as the case may be, provided that if fifteen calendar days prior
to such date the trustee receives evidence that Moody's has
reviewed the alternate letter of credit or liquidity facility and
that such substitution will not result in a reduction or
withdrawal of the ratings on the Bonds, in which case the Bonds
will not be subject to mandatory tender; (iv) on the fifth
business day following the trustee's receipt of notice from the
Bank specifying the occurrence of an event of default under the
reimbursement agreement and directing the trustee to cause a
mandatory tender of the Bonds; and (v) on the business day
following the last day of each commercial paper rate period.

WHAT COULD CHANGE THE RATING-UP

Long-Term: The long-term rating on the Bonds could be raised if
the long-term OSO rating on the Bank was upgraded.

Short-Term: Not applicable.

WHAT COULD CHANGE THE RATING-DOWN

Long-Term: The long-term rating on the Bonds could be lowered if
the long-term OSO rating on the Bank was downgraded.

Short-Term: The short-term rating on the Bonds could be lowered if
the short-term OSO rating on the Bank was downgraded.

KEY CONTACTS

Trustee: Wells Fargo Bank, N.A.

Remarketing Agent: Merrill Lynch, Pierce, Fenner & Smith
Incorporated

The last rating action on the Bonds took place on April 18, 2011
when the long-term rating was downgraded to Ba3 from Baa3 (on
watch for possible downgrade) and the short-term rating was
downgraded to S.G. from VMIG 3 (on watch for possible downgrade).

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Moody's
Methodology for Rating U.S. Public Finance Transactions Based on
the Credit Substitution Approach (August 2009). Please see the
Credit Policy page on www.moodys.com for a copy of this
methodology.


CCB2, LLC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: CCB2, LLC
        2220 Fleurie Lane
        Braselton, GA 30517

Bankruptcy Case No.: 11-23072

Chapter 11 Petition Date: July 28, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Charles N. Kelley, Jr., Esq.
                  CUMMINGS & KELLEY PC
                  P.O. Box 2758
                  Gainesville, GA 30503-2758
                  Tel: (770) 531-0007
                  Fax: (678) 866-2360
                  E-mail: ckelley@cummingskelley.com

Estimated Assets: $0 to $50,000

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-23072.pdf

The petition was signed by Jon R. Gray.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                  Case No.
        ------                  --------
CCB3, LLC                       11-23073
Century Gateway, LLC            11-23074


CENTER COURT: Wants to Employ Rocky Ortega as Counsel
-----------------------------------------------------
Center Court Partnes LLC asks the U.S. Bankruptcy Court for the
Central District of California for authority to employ:

         Rocky Ortega, Esq.
         LAW OFFICES OF ROCKY ORTEGA
         405 El Camino Real, Suite 320
         Menlo Park, CA 94025
         Tel: (408) 667-4313
         Fax: (408) 521-0222

as attorney in the Debtor's Chapter 11 case.

The Troubled Company Reporter previously reported that the Debtor
asked the Court's permission to employ Mr. Ortega to handle the
adversary proceeding related to the Chapter 11 case titled Center
Court Partner, LLC vs. Montecito Bank and Trust.

As Chapter 11 attorney, Mr. Ortega will assist the Debtor:

   -- as to its rights, duties; and powers;

   -- in filing all necessary statements, schedules, and other
      documents and to negotiate and prepare one or more plans of
      reorganization;

   -- and attend all hearings and meetings of creditors.

The Debtor will pay Mr. Ortega $150 per hour for attorney's fees.

Mr. Ortega's fees wil not be paid by the Debtor but by Roger Meyer
individually and not in his capacity as managing member of the
Debtor.

                        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.


CENTRAL FALLS: Files for Chapter 9 Bankruptcy
---------------------------------------------
The city of Central Falls, Rhode Island filed for bankruptcy under
Chapter 9 of the Bankruptcy Code (Bankr. D. R.I. Case No. No. 11-
bk-13105) in Providence, Rhode Island on Aug. 1.

Former Rhode Island Supreme Court Judge Robert Flanders, state-
appointed receiver for the city of Central Falls, was unable to
negotiate significant concessions from unions representing police
officers, firefighters and other city workers.  Efforts for a 19
percent tax increase and voluntary reductions in retirement
benefits from workers also failed.

According to Reuters, the smallest city in the smallest U.S. state
made the filing as it grappled with an $80 million unfunded
pension and retiree health benefit liability that is nearly
quadruple its annual budget of $17 million.

Flanders said the city is insolvent, largely as a result of $80
million in unfunded pension and health benefits for retirees.
Without filing bankruptcy, he said the city would run out of cash
to pay its bills by the end of August, according reporting by
Bloomberg News.

Central Falls is a city in Providence County, Rhode Island, United
States.  The population was 18,928 at the 2000 census.  The city
of Central Falls is the smallest and most densely populated city
in Rhode Island.

Chapter11Cases.com reports, citing court filings, the city's
"financial difficulties are extraordinarily severe" with projected
expenses for the fiscal year ending June 30, 2012, expected to
exceed projected revenues $22,036,396 to $16,436,022.  Absent
relief, the city's general fund is expected to be depleted "by the
end of August 2011 and then again in September 2011, November
2011, December 2011, January 2012, February 2012, March 2012,
April 2012, May 2012, and June 2012."

Reuters notes, earlier this year, the state passed a law that
guarantees bondholders will be paid before a distressed city like
Central Falls deals with its other obligations.  It was not
immediately clear whether the law would hold up in bankruptcy
court.

                         Rejection of CBAs

The city of Central Falls is asking the bankruptcy judge for
authority to reject three collective bargaining agreements.

Chapter11Cases.com reports that the collective bargaining
agreements are with the unions which represent the city's police,
fire and municipal workers: (1) Central Falls Police Department,
Fraternal Order of Police, Central Falls Lodge No. 2; (2)
International Association of Fire Fighters, Local 1485, AFL-CIO;
and (3) Rhode Island Council 94, American Federation of State,
County and Municipal Employees AFL-CIO, Local 1627.  The police
and fire CBAs expire June 30, 2012, and the municipal employees'
CBA expired on June 30, 2011.  According to the city, the city's
largest expenditure in fiscal year 2012 is projected to be the
cost of labor, with the largest portion of labor costs being due
to the city's unionized employees.

                  Mass. Judge to Preside Over Case

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that when a city files to reorganize, the U.S. Bankruptcy Code
requires the chief judge of the U.S. Court of Appeals to name the
bankruptcy judge who will preside.

Frank Bailey, the chief bankruptcy judge for the District of
Massachusetts, was selected by Chief Judge Sandra Lynch of the
First Circuit Court of Appeals.

                    Other Cities Also Have Woes

Central Falls was one of a handful of U.S. cities and counties
facing fiscal collapse in the wake of the economic recession,
according to Reuters.

Reuters relates that the bankruptcy filing marks a symbolic blow
as state and local governments struggle to pull themselves out of
the recession.

Reuters notes Alabama's Jefferson County is currently working to
ward off the largest municipal bankruptcy in U.S. history stemming
from its $3.2 billion sewer bond crisis.  The Pennsylvania state
capital of Harrisburg, which has about $300 million incinerator
debt, is also considering bankruptcy.  Those cases lead some to
take a pessimistic view on the future of municipal bankruptcies in
the United States.


CENTURA LAND: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas, in a July 27, 2011, order, dismissed
the Chapter 11 case of Centura Land Corporation, with prejudice to
filing a subsequent case for relief under Title 11 of the United
States Code for 90 days from the entry of the order.

Plano, Texas-based Centura Land Corporation, fka IORI Centura,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex.
Case No. 11-41041) on April 1, 2011.  Quilling, Selander, Lownds,
Winslett & Moser, P.C., serves as the Debtor's general counsel.
The Debtor disclosed $13,000,000 in assets and $8,197,687 in
liabilities as of the Chapter 11 filing.


CHEAP AS CHIPS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cheap as Chips, LLC
        P.O. Box 3208
        Huntington Beach, CA 92605

Bankruptcy Case No.: 11-20688

Chapter 11 Petition Date: July 29, 2011

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

Judge: Robert N. Kwan

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

Scheduled Assets: $4,214,322

Scheduled Debts: $3,774,387

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-20688.pdf

The petition was signed by Donald Okada, manager of Cheap as
Chips, LLC.


CODA OCTOPUS: Suspending Filing of Reports with SEC
---------------------------------------------------
Coda Octopus Group, Inc., filed a Form 15 with the U.S. Securities
and Exchange Commission notifying of its suspension of its duty
under Section 15(d) to file reports required by Section 13(a) of
the Securities Exchange Act of 1934 with respect to its common
stock.  Pursuant to Rule 12h-3, the Company is suspending
reporting because there are currently less than 300 holders of
record of the notes.  The holders of the common shares as July 28,
2011, total 298.

                         About Coda Octopus

Coda Octopus Group, Inc., develops, manufactures, sells and
services real-time 3D sonar and other products, as well as
engineering design and manufacturing services on a worldwide
basis.  Headquartered in Jersey City, New Jersey, with research
and development, sales and manufacturing facilities located in the
United Kingdom, United States and Norway, the Company is engaged
in software development, defense contracting and engineering
services through subsidiaries located in the United States and the
United Kingdom.

The Company's balance sheet as of July 31, 2010, showed
$12.9 million in total assets, $27.7 million in total liabilities,
and a stockholders' deficit of $14.8 million.

As of July 31, 2010, the Company had a working capital deficit of
$20.2 million.  For the nine month period ended July 31, 2010, the
Company had negative cash flow from operations of $729,718.  The
Company also has an accumulated deficit of $61.1 million at
July 31, 2010.


COLOR SPECTRUM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Color Spectrum Network, Inc.
        180 N. Glendora Avenue, Suite 203
        Glendora, CA 91741

Bankruptcy Case No.: 11-42383

Chapter 11 Petition Date: July 29, 2011

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

Judge: Ernest M. Robles

Debtor's Counsel: Andrew A. Goodman, Esq.
                  GOODMAN FAITH LLP
                  21550 Oxnard Street, Suite 830
                  Woodland Hills, CA 91367
                  Tel: (818) 887-2500
                  Fax: (818) 887-2501
                  E-mail: agoodman@goodmanfaith.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-42383.pdf

The petition was signed by Gilbert Bonilla, president.


CONDUSTRIAL INC: Court Confirms Second Amended Plan
---------------------------------------------------
Bankruptcy Judge Helen E. Burris confirmed Condustrial, Inc.'s
Second Amended Plan pursuant to an Aug. 1, 2011 Order, available
at http://is.gd/gYYy3yfrom Leagle.com.

The United States Trustee objected to the Plan based upon the
proposed release of the Debtor's principal, Claude A. Durham and
certain individual employees, as necessary for confirmation of the
plan.  The U.S. Trustee questioned  the sufficiency of the
consideration given for the releases.  The U.S. Trustee asserted
that the basis for the release of Wachovia, N.A. provided for in
the Plan was not fully explained.  The UST also objected to the
separate classification of Classes VII and VIII.

On July 26, 2011, Debtor made certain conforming changes to the
Plan.  The modification provides equal plan treatment for Classes
VII and VIII.  Additionally, the modification further defines and
limits the nature of the third party releases sought by the Debtor
in the Plan and Confirmation Order.

Chartis, Inc. a/k/a Commerce & Industries, a general unsecured
creditor, also objected to confirmation because the creditor was
not included in the distribution to general unsecured creditors in
Class VIII of the Plan.  This objection was later resolved.

Greenville, South Carolina-based Condustrial, Inc., dba
Medustrial, filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Case No. 09-04425) on June 5, 2009.  Randy A. Skinner, Esq.,
at Skinner and Associates Law Firm, LLC, assists the Company in
its restructuring efforts.  The Company estimated $1 million to
$10 million in both assets and debts.

In August 2009, former Condustrial executive Jason Watson pleaded
guilty in federal court to fraudulently withdrawing $771,000 from
a bank so he could continue to pay workers.  Mr. Watson's
deceptive withdrawal led Condustrial into Chapter 11 bankruptcy,
The Associated Press had reported relates, citing prosecutors.


CPJFK LLC: Reorganization Case Converted to Chapter 7 Liquidation
-----------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York converted the Chapter 11 case of
CPJFK LLC, to one under Chapter 7 of the Bankruptcy Code.

The Office of the U.S. Trustee is directed to appoint an interim
trustee for the Debtor's estate.

As reported in the Troubled Company Reporter on May 23, 2011, Alan
Nisselson, Chapter 11 Trustee of CPJFK, LLC, asked to convert the
Debtor's Chapter 11 case to one under Chapter 7 of the Bankruptcy
Code, citing that there is no possibility that the Debtor can
rehabilitate or reorganize.

The Chapter 11 trustee explained that as a result of the Court-
approved sale of the hotel, the Debtor's estate has no
identifiable source of revenue (other than the proceeds from the
settlement with Neshgold, L.P., the Debtor's largest secured
creditor) to fund a plan of reorganization, the Trustee avers.
Those funds are insufficient to consummate a plan, the trustee
said.

The Chapter 11 trustee also pointed out, among other things, that
even after the sale of the hotel, substantial arrears are still
owed to Neshgold, to the City and State of New York for sales and
hotel occupancy taxes and to the New York Hotel & Motel Trade
Counsel, AFL/CIO and Benefit Funds for unpaid obligations under
Debtor's collective bargaining agreements.

                         About CPJFK LLC

Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room
hotel under the name of the JFK Plaza Hotel located at 151-20
Baisley Blvd., in Jamaica, New York.  The Hotel operations
constitute the Debtor's sole source of income.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
10-89928) on Oct. 4, 2010.

On Oct. 19, 2010, the U.S. Trustee for Region 21 filed a motion to
transfer the Debtor's case to the U.S. Bankruptcy Court for the
Eastern District of New York.  On Nov. 9, 2010, the Debtor's case
was transferred to E.D.N.Y. and assigned Case No. 10-50566.

In November 2010, the Bankruptcy Court order the appointment of a
Chapter 11 trustee at the behest of Neshgold, LP.  The U.S.
Trustee appointed Alan Nisselson as chapter 11 Trustee.  Alan
Nisselson selected Choice Consultants LLC as his managing agent.

No official committee of unsecured creditors has been appointed in
the case.


CROATAN SURF: Not Authorized to Employ K. Conner as Accountant
--------------------------------------------------------------
Croatan Surf Club LLC sought the U.S. Bankruptcy Court of the
Eastern District of North Carolina's permission to employ Kevin J
Conner, MST, CPA, as certified public accountant.

Royal Bank America subsequently filed an objection to the
Application, which lead to the parties agreeing on a compromise.

Pursuant to the Parties' agreement, the Application is denied but
certain fees are paid by the Debtor to Mr. Conner.

On Dec. 9, 2010, the Debtor paid $6,125 to Mr. Conner for
prepetition services.  Additionally, the Debtor paid a retainer to
the accountant amounting $10,000 for services to be performed
during the course of the administration of the Chapter 11 estate
and more particularly for preparation of the Debtor's year 2010
income tax returns.

The Parties agreed that there are certain prohibitions established
by Section 327 of the Bankruptcy Code that prevent the Court from
approving the appointment and the Application.  Therefore, the
Application should be denied.

The Parties have agreed to allow the accountant to retain the
$6,250 out of the $10,000 retainer and immediately return to the
Debtor the balance.  The $6,125 paid prepetition will also be
retained by the accountant.  Mr. Conner agreed to the resolution.

                        About Croatan Surf

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


CYBERDEFENDER CORP: Defers July Payment, Has Waiver from Lender
---------------------------------------------------------------
CyberDefender Corporation and GR Match, LLC, entered into a Waiver
and Forbearance Agreement on July 25, 2011.  Pursuant to the
Agreement, the Company, among other things: (i) acknowledged its
failure to make interest payments payable on July 1, 2011, under a
9% Secured Convertible Promissory Note dated March 31, 2011, and
issued by the Company in favor of GRM; (ii) acknowledged its
failure to make interest payments payable on July 1, 2011, under a
an Amended and Restated 9% Secured Convertible Promissory Note
dated Feb. 25, 2011, and issued by the Company in favor of GRM;
and (3) acknowledged certain other defaults in connection with the
notes.

Pursuant to the Agreement, GRM, among other things, agreed to
capitalize the unpaid interest payments and, for a period of 60
days through and including Sept. 23, 2011, or until the earlier
termination of the Agreement pursuant to the terms and conditions
thereof, and for that period only, agreed: (a) to waive its rights
and remedies under the notes and related documents; and (ii) that
the Company is not in default under the notes and related
documents.

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

                     Latest Quarterly Results

For the second quarter ended June 30, 2011, the Company reported
that GAAP revenue are up 31% year-over-year, gross sales (a non-
GAAP measure) are up 25% year-over-year, gross sales of new
LiveTech subscriptions increased 39% year-over-year, and Deferred
revenue increased 55% year-over-year to $18.7 million.

A full text copy of the Company's second quarter results is
available free at http://ResearchArchives.com/t/s?769b


                         About CyberDefender

CyberDefender Corporation (NASDAQ: CYDE) --
http://www.cyberdefender.com/-- provides Internet security
software, utilities and Live PC Support services that work
together to provide maximum safety for consumers in a digital
world.  CyberDefender develops and markets antispyware/antivirus
software and remote, live tech support services. In addition,
CyberDefender offers identity protection and computer optimization
services.  With millions of active users on its cloud-based
Collaborative Internet Security Network, CyberDefender leverages
the power of community to protect its customers from the rapidly
growing number of new online threats every year. CyberDefender
products are fully compatible with Microsoft's XP, Vista, and 7
Operating systems.


DB CAPITAL: Aspen Lacks Standing to Pursue Appeal
-------------------------------------------------
District Judge Philip A. Brimmer tossed an appeal by Aspen HH
Ventures LLC's from the Bankruptcy Court order denying its motion
to dismiss an involuntary bankruptcy case filed against DB Capital
Holdings LLC.  Judge Brimmer said Aspen HH has not met its burden
of demonstrating that it has standing to pursue the appeal.

DB Capital Holdings, LLC, is a Colorado limited liability company
with two members: a Class A member, Aspen HH, and a Class B
member, Dancing Bear Development, L.P.  DB Development is a
Colorado limited partnership and its two partners are Thomas
DiVenere and Fred Funk.  DB Capital is managed by a third-party
manager, DB Management LLC.  DB Management is owned and controlled
by Mr. DiVenere, but it does not have a membership or other
interest in DB Capital.

DB Management first filed a voluntary Chapter 11 petition on
behalf of DB Capital (Bankr. D. Colo. Case No. 10-23242).  The
Bankruptcy Court granted Aspen HH's motion to dismiss that action,
finding that the Operating Agreement governing DB Capital's
management precluded DB Management from filing for bankruptcy on
DB Capital's behalf.  This decision was affirmed by the United
States Bankruptcy Appellate Panel of the Tenth Circuit.

Shortly after the Bankruptcy Court dismissed the voluntary
petition, creditors G.D.B.S. at Snowmass, Inc., William Dennis,
Fred Funk, Realty Financial Resources, Inc., and O'Bryan
Partnership, Inc. filed an involuntary Chapter 11 petition against
DB Capital.  Aspen HH filed another motion to dismiss, arguing
that bona fide disputes existed as to the claims asserted by the
petitioning creditors and that the involuntary petition was filed
in bad faith.  DB Capital opposed the motion.  It also disputed
Aspen HH's standing to be heard in the Bankruptcy Court as it was
not itself the alleged debtor.  The Bankruptcy Court found that,
although Aspen HH had standing to seek dismissal of the action,
dismissal was not appropriate.

The appellate case is Aspen HH Ventures, LLC, Appellant, v.
G.D.B.S at Snowmass, Inc., William Dennis, Realty Financial
Resources, Inc., O'Bryan Partnership, Inc. as Petitioning
Creditors and DB Capital Holdings, LLC., Appellees, Civil Action
No. 10-cv-03031 (D. Colo.).  A copy of Judge Brimmer's July 28,
2011 Order is available at http://is.gd/EhHewHfrom Leagle.com.

                        About Dancing Bear

DB Capital Holdings, LLC, is a limited liability company organized
under the laws of the State of Colorado.  Its assets include its
membership interest in Dancing Bear Land, LLC, as well as Dancing
Bear Realty, LLC, and LCH LLC.  Those entities were used to
develop and sell a luxury fractional ownership condominium project
(made up of two buildings located across the street from each
other) in Aspen, Colorado known as the "Dancing Bear Aspen".
Dancing Bear Land holds title to the two parcels of real property
on which the Project is being constructed.  The Debtor has one
Class A member, Aspen HH Ventures, LLC, and one Class B member,
Dancing Bear Development, LP.  The general partner of Dancing Bear
Development, LP, is Dancing Bear Management, LLC, which has no
membership or other interest in the Debtor, and is solely owned by
Tom DiVenere.  The Debtor is managed, pursuant to its Operating
Agreement, by Dancing Bear Management, LLC.

Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty
Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an
involuntary Chapter 11 bankruptcy petition (Bankr. D. Colo. Case
No. 10-25805) against DB Capital Holdings on June 24, 2010.  The
order for relief was entered Nov. 29, 2010.  Jeffrey S. Brinen,
Esq., represents the petitioners.  In its schedules, DB Capital
disclosed liabilities of $57,456,046.

On Oct. 19, 2010, Dancing Bear Development, LP, filed for
Chapter 11 relief (Bankr. D. Colo. Case No. 10-36493) to stay
foreclosure of its membership interest in Capital.  DB Development
estimated assets and debts below $1 million.

On Nov. 23, 2010, Dancing Bear Land, LLC, filed for Chapter 11
relief (Bankr. D. Colo. Case No. 10-39584), to stay foreclosure of
its Property.  In its schedules of assets and liabilities, DB Land
disclosed $58 million in liabilities.


DEFUSCO'S BAKERY: Borrelli's Bakery Acquires Johnston Bakery
------------------------------------------------------------
NBC 10 News reports that DeFusco's Bakery, a bakery at the center
of a salmonella outbreak, has sold its bakery at 1551 Plainfield
Pike in Johnston to Borrelli's Bakery of Providence, Rhode Island.

Carmine Borrelli said the property will be completely sanitized
and renovated, according to NBC 10 News.  He plans to open in mid-
August.

DeFusco's Bakery went into permanent receivership on June 3
following an outbreak of salmonella traced its central bakery, the
report recalls.  NBC 10 News relates that more than two dozen
people became ill after consuming zeppole made by DeFusco's around
St. Joseph's Day in March.

The state Department of Health reported 79 cases of salmonella and
two deaths associated with the outbreak, the report notes.

DeFusco's Cranston location is not included in the sale to
Borrelli's, the report adds.


DELTA PETROLEUM: Retains NSAI as Independent Engineers
------------------------------------------------------
Delta Petroleum Corporation retained Netherland Sewell &
Associates, Inc., to provide independent engineering of the
Company's proved, probable and possible reserves and resources in
support of the Company's strategic alternatives process.  NSAI has
recently concluded its evaluation and estimates Delta's total
proved reserves at 674 billion cubic feet equivalent (Bcfe) based
upon the forward curve of commodity prices as of June 30, 2011,
and total proved, probable and possible reserves to be
approximately 2.6 trillion cubic feet equivalent (Tcfe) from the
Williams Fork section.  NSAI also estimates an additional unrisked
prospective resource of between 6 - 10 billion cubic feet
equivalent (Bcfe) per well from the Niobrara and Mancos shales,
assuming between 80 - 160 acre spacing.  The Company currently has
approximately 22,400 net acres in the Vega Area.

Carl Lakey, Delta's President and CEO stated, "Netherland Sewell
is a highly respected reserve engineering firm with outstanding
knowledge of North American shale plays and the Piceance Basin in
particular.  The independent engineering estimates validate the
Vega Area as an exceptional core asset with significant upside."

                     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."


DEVELOPING EQUITIES: Taps Snell & Wilmer for Fraser Litigation
--------------------------------------------------------------
Developing Equities Group LLC asks the U.S. Bankruptcy Court for
the District of Colorado for permission to employ Snell & Wilmer
LLP as special counsel.

Snell & Wilmer will represent the Debtor's interests in the
litigation between Stratus North Creek, LLC, purchaser of the
Debtor loans from Colorado Capital Bank; and Jeffrey L.
Kirkendall, manager of the Debtor; and pursue the assets of the
estate in that action.

On June 25, 2011, Stratus filed a civil action against only
Mr. Kirkendall in connection with Stratus' unsecured deficiency
claim arising from its foreclosure of the Fraser Property --
certain real property and improvements located in Grand County,
Colorado described as 1.54-acre tract of vacant land located on
the east side of U.S. Highway 40 in Fraser, Colorado.

A deficiency claim from the foreclosure sale of the Fraser
Property in the amount of $588,083 is at issue in the Fraser
Litigation, the Debtor believes it has lender liability claims
against Stratus and Colorado Capital Bank.

On July 19, Mr. Kirkendall retained the law firm of Snell & Wilmer
LLP to represent Mr. Kirkendall individually in addition to
representing the Debtor in connection with the Fraser Litigation.
All attorneys' fees and expenses incurred by Snell & Wilmer on
behalf of Mr. Kirkendall and the Debtor in connection with the
Fraser Litigation will be paid personally by Mr. Kirkendall.  No
fees or costs will be allocated to or paid by the Debtor or the
Debtor's estate.

Michael E. Lindsay has the primary responsibility in the case.
Mr. Lindsay's hourly rate is $425.  Other attorneys at Snell &
Wilmer LLP who may perform services on behalf of the Debtor and
Mr. Kirkendall bill at the rates of $180 to $375 per hour.  Snell
& Wilmer LLP required a retainer in the amount of $10,000.

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

                About Developing Equities Group LLC

Highlands Ranch, Colorado-based Developing Equities Group LLC
operates a commercial real estate development company that
purchases commercial real property for development, lease or
resale depending on the property.  The Debtor's remaining
commercial real property as of the petition date is the Thornton
Property, a 2.753 gross acres of vacant land located in Adams
County, Colorado.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 10-39617) on Nov. 23, 2010.
Harvey Sender, Esq., and Matthew T. Faga, Esq., at Sender &
Wasserman, P.C., in Denver, Colo., assist the Debtor in its
restructuring effort.  According to its schedules, the Debtor
disclosed $16,977,815 in total assets and $6,823,390 in total
debts.


DIRECTBUY INC: Bonds Still Feeling Weight of Member Litigation
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that DirectBuy Inc.'s debt
continues to flounder as investors are concerned that lawsuits
claiming that the home improvement and furniture buying club
misled its members could hurt the Company's financial health.


DULCES ARBOR: Employs David Pierce as Special Counsel
-----------------------------------------------------
Dulces Arbor, S. De R.L. De C.V. sought and obtained authority
from the U.S. Bankruptcy Court for the Western District of Texas
to employ David R. Pierce as special counsel.

The Debtor relates that it needs a special counsel to file a
turnover complaint and claim the unlicensed use of a certain
patent, against the occupants of a 330,000 square-foot plant
including two individual U.S. citizens who have allegedly acted
together to deprive the Debtor of its property, rent, and other
lease obligations.

Mr. Pierce will be paid a $10,000 for the next 10 months, plus
expenses and 10% of the gross amount of anything recovered.

                        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 HOLDINGS: PSEG Units Fight $1.7-Bil. Restructuring Deal
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that two Public Service
Enterprise Group Inc. subsidiaries on Sunday appealed the Delaware
Chancery Court's refusal to block Dynegy Holdings Inc.'s
$1.7 billion restructuring plan, saying they were deprived of
discovery in their fight against the deal.

Law360 relates that Roseton OL LLC and Danskammer OL LLC also
filed for an injunction against the restructuring pending the
interlocutory appeal, arguing that they had presented a strong
chance of success on the merits of their claims.

                     $1.7-Bil. Restructuring

Vice Chancellor Donald Parsons of Delaware's Court of Chancery on
July 29 thumbed down the request of Public Service Enterprise
Group Inc. for an order to hold up Dynegy Inc.'s planned $1.7
billion restructuring.  The judge said PSEG, which leases plants
to Dynegy, failed to show it is likely to succeed on the merits of
claims that Dynegy's restructuring would run afoul of contract
protections.  Judge Parsons also found it unlikely Dynegy's
restructuring would later be found to be a fraud on creditors.

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

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

                        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.


DYNEGY INC: Douglas Hirsh Discloses 9.2% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Douglas A. Hirsch and his affiliates
disclosed that they beneficially own 11,226,500 shares of common
stock of Dynegy, Inc., representing 9.2% of the shares
outstanding.

The collective number of shares beneficially owned, and options
held, by the Reporting Persons has not changed since the date of
the last Schedule 13D filing.  Any changes in the allocation of
holdings of the Company among each Reporting Person is due solely
to an ordinary course internal share rebalancing transaction on
May 11, 2011, at a price of $5.865 per share and an ordinary
course internal option rebalancing transaction at the time of the
roll transaction, which rebalance occurred at a price of $6.14 per
option.

On July 14, 2011, International Fund and U.S. Fund extended the
exercise date of the European-style call options held by them,
which following an ordinary course internal option rebalance at
the time of the roll transaction provide the right to purchase
2,009,900 and 1,381,100 shares of Common Stock, respectively, at
an exercise price of $0.01 per share, by engaging in a
simultaneous roll transaction in which the options expiring as of
Sept. 16, 2011, were relinquished in the same transaction as and
simultaneously with their replacement with the same number of
options with the same economic terms expiring as of June 16, 2012.

A full-text copy of the filing is available for free at
http://is.gd/pLKtuK

                         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."

                     $1.7-Bil. Restructuring

In July 2011, Dynegy launched a $1.7 billion loan package tied
to a planned corporate restructuring.  The corporate-debt
restructuring will be managed by investment bank, Credit Suisse.
Under the proposal, the company will split its coal and natural-
gas generating assets into two separate entities that will be
bankruptcy remote from the parent holding company, Dynegy Holdings
Inc.  The new companies could be sold or pay dividends to
shareholders even if the holding company eventually defaults on
its $3 billion of bonds.

                         *     *     *

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.


EAST THIRTY: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: East Thirty Fifth Street Bricks Inc.
        3317 Avenue N
        Brooklyn, NY 11234

Bankruptcy Case No.: 11-46561

Chapter 11 Petition Date: July 28, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Joel B. Rosenthal

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: $3,800,000

Scheduled Debts: $3,431,300

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-46561.pdf

The petition was signed by Yehuda Nelkenbaum, president.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Martense New York Inc.                09-48910            10/09/09
New York Spot Inc.                    11-43785            05/04/11
New York Double Inc.                  11-44051            05/13/11


EXTENDED STAY: Blackstone Group Wants Lawsuits Consolidated
-----------------------------------------------------------
A group led by Blackstone Group LP has filed a motion to
consolidate three lawsuits filed against it by Hobart Truesdell
in connection with the 2007 sale of Extended Stay Inc.

Mr. Truesdell, who administers the trust created for Extended
Stay's creditors pursuant to the hotel chain's Chapter 11 plan of
reorganization, lodged two lawsuits against the Blackstone group
in the U.S. Bankruptcy Court for the Southern District Court of
New York and another lawsuit in the Supreme Court of New York.

The two cases are overseen by the Bankruptcy Court under Case
Nos. 11-02254 and 11-02255.  The other case, meanwhile, was
removed recently from the Supreme Court to the Bankruptcy Court
upon request from the Blackstone group as it reportedly concerns
the administration of Extended Stay's bankruptcy estate.
The case is overseen by Judge James Peck under Case No. 11-02398.

Paul Basta, Esq., at Kirkland & Ellis LLP, in New York, says the
three complaints "make overlapping factual and legal
allegations."

Mr. Basta points out that each of the cases stems from the 2007
sale of Extended Stay and rests on the same allegation that the
sale left the hotel chain "insolvent, undercapitalized and unable
to pay its debts," which led to its bankruptcy filing.

"Those three complaints and their factual allegations overlap so
much that one can only speculate why the litigation trustee filed
three complaints rather than one," Mr. Basta further says.

In a letter to the Bankruptcy Court, Baker & Hostetler LLP, the
trustee's legal counsel, expressed its intention to oppose the
Motion to Consolidate the complaints.  Baker & Hostetler said
approval of the proposed consolidation prior to the resolution of
its motion to remand the state court action back to the Supreme
Court is inappropriate.

Judge Peck will hold a hearing on August 10, 2011, to consider
approval of the Motion to Consolidate.  The deadline for filing
objections is August 5, 2011.

In a related development, Mr. Truesdell filed a motion with the
Bankruptcy Court to withdraw the reference of the three cases,
and another case filed against Lightstone Holdings LLC and
certain parties under Case No. 11-2256.

Lawyer for the trustee, Marc Powers, Esq., at Baker & Hostetler
LLP, in New York, says the four cases are subject to mandatory
withdrawal of the reference given the "unsettled nature of a
bankruptcy court's constitutional authority to enter final
judgments on suits initiated against third-parties post-
confirmation."

Mr. Powers says they anticipate that there will be a
constitutional challenge to the proceedings in the Bankruptcy
Court and that mandatory withdrawal is necessary to avoid
unnecessary litigation.

                       About Extended Stay

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

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

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

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


EXTENDED STAY: Trustee Wants to Remand Suit vs. Blackstone
----------------------------------------------------------
Hobart Truesdell has filed a motion to remand a lawsuit he filed
against a group led by Blackstone Group LP back to the New York
Supreme Court.

The move came after the lawsuit was transferred from the Supreme
Court to the U.S. Bankruptcy Court for the Southern District of
New York, which oversees the Chapter 11 cases of Extended Stay
Inc. and its affiliated debtors.

Mr. Truesdell, who administers the trust created for Extended
Stay's creditors under the Extended Stay affiliates' confirmed
Chapter 11 plan, sued the Blackstone group in connection with the
2007 sale of the hotel chain to an investment consortium led by
Lightstone Group LLC Chairman David Lichtenstein.

The trustee alleged that the sale allowed Blackstone to siphon
$2.1 billion from the hotel chain, which was followed by what he
calls "systematic draining" of more than $100 million through
payments of "improper dividends and distributions" to equity
holders.

Lawyer for the trustee, Marc Powers, Esq., at Baker & Hostetler
LLP, in New York, says the state court has jurisdiction to
adjudicate the case.

"The state court action presents claims solely under state law
for, inter alia, breaches of the fiduciary and contractual duties
of loyalty, good faith and due care, for illegal dividends and
distributions, and for unjust enrichment," Mr. Powers says in
court papers.  "No substantial federal interest or legal issue is
implicated by the state court action claims."

Mr. Powers says the removal of the case from the Supreme Court is
a desperate attempt by the Blackstone group to have it considered
by the Bankruptcy Court as a federal fraudulent transfer lawsuit
or an action that arises under federal law.

The Blackstone group moved for the transfer of the lawsuit,
arguing that the Bankruptcy Court is the proper forum to
adjudicate the trustee's claims since the lawsuit concerns the
administration of Extended Stay's bankruptcy estate.

"The outcome of the litigation trustee's state court action
undoubtedly will have an effect on the Extended Stay estate,"
says the group's lawyer, Richard Cieri, Esq., at Kirkland & Ellis
LLP, in New York.

"The very purpose of the state court action is to recover monies
into the estate that would be distributed to beneficiaries of the
litigation trust," Mr. Cieri says in court papers.

The transfer of the lawsuit comes barely a month after the
trustee filed four other complaints in the Bankruptcy Court, two
of which named Blackstone as defendant.  The case is overseen by
Judge James Peck under Case No. 11-02398.

                       About Extended Stay

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

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

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

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


EXTENDED STAY: Files 4th Post-Confirmation Status Report
--------------------------------------------------------
Extended Stay Inc. filed with the U.S. Bankruptcy Court for the
Southern District of New York its fourth post-confirmation report
on the status of its debtor affiliates.

ESI's debtor affiliates emerged from bankruptcy on October 8,
2010, having restructured about $7.4 billion in debt.  The debtor
affiliates obtained confirmation of their Fifth Amended Plan of
Reorganization on July 20, 2010.

ESI reported that since April 7, 2011, Walker Truesdell Roth &
Associates, the litigation trustee, has filed four adversary
cases alleging various causes of action and seeking related
damages.

The litigation trustee also filed a complaint in the Supreme
Court of New York bringing fiduciary duty claims against
Blackstone and several other defendants.  The complaint was
transferred to the Bankruptcy Court, according to the report.

Capstone Advisory Group LLC, the plan administrator, and ESI's
debtor affiliates adjourned 18 objections to claims to the
July 13, 2011 omnibus hearing date.  Prior to the scheduled
hearing, eight of the 18 claims were resolved and a proposed
order reducing and expunging those eight claims and adjourning
the remaining claims to the September 8, 2011 omnibus hearing
date.  The Bankruptcy Court signed off the proposed order on
July 13, 2011.

Walker Truesdell has until September 2, 2011, to file objections
to general unsecured claims and mezzanine facilities claims.

Newco or the reorganized companies are also given a September 2,
2011 deadline to file objections to claims for which they are
required to pay pursuant to Article II of the plan, according to
the report.

                       About Extended Stay

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

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

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

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


FAIRCHILD CORP: Court Dismisses Trust's Suit v. New York
--------------------------------------------------------
Fairchild Liquidating Trust sued the State of New York and the New
York Department of Transportation seeking damages for breach of
contract and asserting various takings claims.  New York and
NYSDOT filed motions to dismiss asserting two alternative
arguments: (1) New York's Eleventh Amendment sovereign immunity
bars the adversary proceedings against New York and NYSDOT; and
(2) the Court should permissively abstain from hearing the matter.

Judge Christopher Sontchi granted the motions to dismiss without
addressing the arguments, saying the Bankruptcy Court lacks
subject matter jurisdiction over this action, which were filed
after the confirmation of the Chapter 11 plan that did not
specifically provide for retention of jurisdiction over the
matter.

In an endnote to the Court ruling, Judge Sontchi said the Supreme
Court's recent opinion in Stern v. Marshall, 131 S.Ct. 2594
(2011), is inapplicable in the Fairchild Trust's action.  The
issue in Stern v. Marshall was when, under the United States
Constitution, the bankruptcy court could enter a final judgment as
opposed to proposed findings of fact and conclusions of law in a
case where subject matter jurisdiction existed under 28 U.S.C.
Sec. 1334(a).  As such, Stern v. Marshall is not a case about
subject matter jurisdiction.  Rather it addresses the power of the
bankruptcy court to enter final orders, assuming that subject
matter jurisdiction exists.  The Fairchild Trust case is about
whether subject matter jurisdiction exists.  Thus, the Bankruptcy
Court's court's power to enter a final order is not implicated,
Judge Sontchi said.

The case is The Fairchild Liquidating Trust, v. State of New York
and the New York State Department of Transportation, Adv. Proc.
No. 10-51634, 10-50944 (Bankr. D. Del.).  A copy of Judge
Sontchi's July 29, 2011 Opinion is available at
http://is.gd/qPeibQfrom Leagle.com.

                    About Fairchild Corporation

Based in McLean, Virginia, The Fairchild Corporation
(OTC: FCHD.PK) -- http://www.fairchild.com/-- operated in two
distinct divisions, Fairchild Sports and Banner Aerospace Holding
Company I, Inc.  In addition to these two operating divisions,
Fairchild owned several parcels of real estate in Farmingdale, New
York, which it had been in the process of selling or developing.
The Debtors' operations were mainly centered on Fairchild Sports,
which is a division of the Debtors that concentrate primarily on
protective apparel, helmets and technical accessories for
motorcyclists.

Fairchild and 60 of its affiliates filed for Chapter 11 protection
on March 18, 2009 (Bankr. D. Del Lead Case No. 09-10899).  Steven
J. Reisman, Esq., Timothy A. Barnes, Esq., and Veronique A.
Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle LLP, are
bankruptcy counsel to the Debtors.  Jason M. Madron, Esq., Michael
J. Merchant, Esq., and Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., serve as the Debtors' co-counsel.  On April 6,
2009, Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3,
appointed three creditors to serve on the official committee of
unsecured creditors of the Debtors.

In May 2009, Fairchild won authority to sell Banner Aerospace to
Greenwich AeroGroup Acquisition Corp., after an auction, for
$13,450,000 in cash plus assumption of certain liabilities.  In
December 2009, the Court confirmed Fairchild's bankruptcy-exit
plan, which provided for the orderly liquidation of its remaining
assets.  The liquidating trust established under the confirmed
plan is represented by:

          Mary F. Caloway, Esq.
          Mona A. Parikh, Esq.
          BUCHANAN INGERSOLL & ROONEY PC
          1105 North Market Street, Suite 1900
          Wilmington, DE 19801-1054
          Tel: 302-552-4209
          Fax: 302-552-4295
          E-mail: mary.caloway@bipc.com

               -- and --

          Neal L. Wolf, Esq.
          Karen M. Borg, Esq.
          BUTLER RUBIN SALTARELLI & BOYD LLP
          70 W. Madison St., Suite 1800
          Chicago, IL 60602
          Tel: 312-242-4120
          Fax: 312-444-9843
          E-mail: kborg@butlerrubin.com


FINANCIAL RESOURCES: Trustee Suing Investors of Ponzi Scheme
------------------------------------------------------------
Bob Sanders NH Business Review reports that the bankrupt estate of
Financial Resources Mortgage Inc., the Meredith company behind a
multimillion-dollar Ponzi scheme, has been suing hundreds of the
people who were victimized by the swindle for whatever FRM-related
assets they may still have.  In many cases, the victims are
settling, forking over thousands more dollars in order to get on
with their lives.

Jim Donchess, an attorney and law partner of trustee Steven
Notinger, said the trustee is trying to fairly distribute the
estate equally.  "The simplest, cheapest and fairest thing is to
bring all of the assets into the estate and liquidate it on a
prorated basis," said Donchess.

By the July 6 deadline, creditors filed more than $150 million in
claims.  Thus far, the trustee has collected only $3.4 million,
and it has spent at least $1.1 million in fees, with $580,000
going to Notinger's own law firm, which will soon be claiming
about $175,000 more in legal fees.

FRM - and its mortgage servicing arm CL&M - was primarily a
commercial mortgage brokerage that promised high-interest rates to
hard-money lenders backing specific projects.

The two firms collapsed in 2009, costing dozens of lenders tens of
millions of dollars, resulting in lengthy prison sentences for its
two principals - Scott Farah and Donald Dodge - and prompting
numerous state investigations into regulatory agencies and their
actions surrounding the FRM scheme. Its collapse also launched one
of the most complicated bankruptcies in New Hampshire history.

Financial Resources Mortgage a/k/a Financial Resources &
Assistance of The Lakes Region, Inc., a/k/a Financial Resources
National, Inc.; and C L & M, Inc., a/k/a Commercial Project Loan
Servicing filed for Chapter 7 bankruptcy (Bank. D. N.H. Case No.
09-14565) in 2009.  Steven M. Notinger, Esq., has been appointed
Chapter 7 Trustee.  Other affiliated entities are also in separate
Chapter 7 proceedings: Scott David Farah (Bankr. D. N.H. Case No.
09-14902); SMM 2007 Realty Trust (Bankr. D. N.H. Case No. 09-
14903); and Dodge Financial, Inc. (Bankr. D. N.H. Case No. 10-
10278).


FORD MOTOR: S&P Raises Senior Unsecured Credit Ratings to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior unsecured
issue-level ratings to 'BB-' on Ford Motor Co. (BB-/Pos/--) the
same as the corporate credit rating, from 'B+'. "The recovery
rating was revised to '4', indicating our expectations of average
(30% to 50%) recovery in the event of a default, from '5'. All
other ratings are unaffected by this review of the recovery
prospects for the senior unsecured debt at Ford. The upgrade of
the unsecured issues reflects our view of the improved recovery
prospects because of the ongoing decline in senior secured debt
(partly offset by the increase in unrated second lien loans from
the Department of Energy). At June 30, 2011, senior secured term
debt had been reduced to $1.8 billion from $4.1 billion at March
31, 2011," S&P related.

Ratings List
Ford Motor Co.

Corporate credit rating             BB-/Positive/--

Ratings Upgraded, Recovery Revised  To          From
  Senior unsecured debt             BB-         B+
   Recovery rating                  4           5


FRONTIER AIRLINES: Turnaround Plan to Reduce Republic's Stake
-------------------------------------------------------------
Ann Schrader, writing for The Denver Post, reports Republic
Airways, the Indianapolis-based aviation holding company that
bought Frontier Airlines out of bankruptcy in 2009, wants to
reduce its ownership stake in Frontier to minority status.  The
Post says Frontier Airlines could be a stand-alone company as
early as next year, with some jobs returning to Denver.

According to the Post, a $120 million restructuring plan was
devised after Frontier lost $55 million in the first quarter of
2011.  The plan calls for Republic to give up control and improves
Frontier's finances through cost cutting and attracting new
operations money.

The Post notes several members of the Frontier Airlines Pilots
Association said Republic approached them for help.  The options
were to be sold or liquidated, or accept concessions that could
give the pilots an estimated 10% equity stake in the company and a
profit-sharing plan.  Republic's holdings would be reduced by
December 2014.  According to the Post, the pilots -- whose
participation was crucial with investors -- chose the concessions.
The agreement was signed last month.  Other employees are being
asked for "a similar investment," according to a company e-mail.

According to the Post, Frontier insiders say the restructuring
could be complete within a couple of years.

In the June 20, 2011 edition of the Troubled Company Reporter,
TheDenverChannel.com's Lance Hernandez said Aviation safety
consultant Steven Cowell, of SRC Aviation, LLC, anticipates
another bankruptcy filing by Frontier.

                      About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines --
http://www.frontierairlines.com/-- is the second-largest jet
service carrier at Denver International Airport.

Frontier Airlines Holdings, Inc. and its affiliates filed for
Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represented the
Debtors in their restructuring efforts. Togul, Segal & Segal LLP
was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the
Debtors' Special Counsel, and Kekst and Company was the Debtors'
Communications Advisors.

In June 2009, Republic Airways Holdings offered to acquire the
Debtors' assets for $108 million.  In July 2009, Southwest
Airlines countered with a $113.6 million bid.  In August 2009,
Republic won the bidding with its sweetened offer.

As reported by the Troubled Company Reporter, Frontier said
September 10 that the Bankruptcy Court confirmed the Company's
Plan of Reorganization which was premised on the Republic deal.
Republic closed the deal in October 2009.  Frontier Airlines
became a wholly owned subsidiary of Indianapolis-based Republic,
along with Chautauqua Airlines, Lynx Aviation, Republic Airlines
and Shuttle America.


FURNITURE DEALS: Stores Close, Get Receiver
-------------------------------------------
Doris Hajewski at Milwaukee Journal Sentinel reports that
Furniture Deals and Steals has filed for protection from creditors
in a receivership action in Jefferson County Circuit Court.

The stores closed abruptly this month, leaving some customers
without their furniture or their deposits, according to the
report.  Since then, the report relates, the Better Business
Bureau and the Department of Agriculture, Trade and Consumer
Protection have received more than 100 complaints about the
business, which is operated by Doug Erdman of Fort Atkinson.

Milwaukee attorney Michael Polsky has been appointed as the
receiver in the Jefferson County case.  The Sentinel notes that
Mr. Polsky said customers would be notified of how to file a claim
to recover money from the stores.

In a related matter, Community Bank & Trust of Sheboygan filed a
mortgage foreclosure action in Waukesha County Court on Thursday
against Erdman, his business partner Sandra Mayer and their Old
TRV limited liability corporation, the report relates.  The suit
involves the property where the Brookfield Deals and Steals store
is located, The Sentinel discloses.

A similar action was filed in Brown County in January by ALBA Loan
Co., involving Erdman's default on a bank loan for the property
where the Green Bay store is located, The Sentinel recalls.

The company operated six stores in Wisconsin.  In addition to
Brookfield and Green Bay, they are in Baraboo, West Salem, Madison
and Sheboygan.

The retail business listed $17,900 in assets, plus the inventory;
and $2.6 million in liabilities, not including customer deposits,
The Sentinel says.  The largest creditor listed in the Jefferson
County case is AnchorBank, listed with $489,684 in secured debt,
the report adds.


G&S LIVINGSTON: Sec. 341(a) Creditors' Meeting Set for Aug. 17
--------------------------------------------------------------
The United States Trustee for Region 3 will convene a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case
of G&S Livingston Realty, Inc., on Aug. 17, 2011, at 10:00 a.m. at
Suite 1401, One Newark Center.

Proofs of claim are due by Nov. 15, 2011.

G&S Livingston Realty, Inc., in New York, filed for Chapter 11
bankruptcy (Bankr D. N.J. Case No. 11-31751) on July 21, 2011,
Judge Morris Stern presiding.  Stephen V. Falanga, Esq., at
Connell LLP, serves as bankruptcy counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Greg Wasser, president.


G&S LIVINGSTON: Status Conference Scheduled for Aug. 23
-------------------------------------------------------
A Status Conference is scheduled in the bankruptcy case of G&S
Livingston Realty, Inc., for Aug. 23, 2011, at 10:00 a.m. at
MS - Courtroom 3A, in Newark, New Jersey.

G&S Livingston Realty, Inc., in New York, filed for Chapter 11
bankruptcy (Bankr D. N.J. Case No. 11-31751) on July 21, 2011,
Judge Morris Stern presiding.  Stephen V. Falanga, Esq., at
Connell LLP, serves as bankruptcy counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Greg Wasser, president.


G&S LIVINGSTON: Hiring Connell Foley as Bankruptcy Counsel
----------------------------------------------------------
G&S Livingston Realty, Inc., said it requires the assistance of
legal counsel to represent and counsel it in connection with its
chapter 11 bankruptcy case and with the general legal needs of the
Debtor during the duration of its bankruptcy case, inclusive of
ongoing land use and litigation matters.

G&S Livingston said as of its bankruptcy filing date, Connell
Foley LLP was serving as its counsel with respect to certain land
use applications in the Township of Livingston and in certain
litigation pending in the U.S. District Court for the District of
New Jersey.  In addition, Connell Foley has represented the Debtor
prepetition with respect to the preparation of the Debtor's
proposed plan of reorganization.

Accordingly, the Debtor believes the retention of Connell Foley is
necessary and appropriate to its reorganization efforts.  The
Debtor asks the Court to approve the firm's employment.

Connell Foley will be compensated at its customary hourly rates.

The firm's Stephen Falanga, Esq., discloses that Connell Foley has
provided legal services to the Debtor in the past and is currently
representing the Debtor in its prosecution of a lawsuit for the
enforcement of a rent guaranty.  Connell Foley has also
represented (and in certain cases continues to represent) certain
of the Debtor's affiliated and unaffiliated creditors in other
proceedings unrelated to the Debtor's bankruptcy case, including
G&S Investors, Inc., PSE&G and RNK Capital LLC.

RNK is a management company for SRMB, LLC, which is the
counterparty to a solar power agreement that the Debtor intends to
assume and assign in connection with its reorganization efforts.
RNK and SRMB are not creditors of the Debtor as of the Petition
Date.

G&S Livingston Realty, Inc., in New York, filed for Chapter 11
bankruptcy (Bankr D. N.J. Case No. 11-31751) on July 21, 2011,
Judge Morris Stern presiding.  Stephen V. Falanga, Esq., at
Connell LLP, serves as bankruptcy counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Greg Wasser, president.


G&S LIVINGSTON: Prepack Plan to Pay Gen. Unsecured Claims in Full
-----------------------------------------------------------------
G&S Livingston Realty, Inc., filed together with its bankruptcy
petition, a prepackaged plan of reorganization it negotiated with
KABR Real Estate Investment Partners, LLC, a Delaware limited
liability company.

The Plan constitutes a reorganizing plan.  The Debtor, in
accordance with the terms of a restructuring support agreement
with KABR, anticipates accomplishing payments under the Plan by
entering into a series of transactions among the Debtor, KABR and
their related entities that will result in the full payment of the
Debtor's allowed unsecured claims to unaffiliated creditors and
allow the Debtor to become the part owner of Daven Avenue LLC, an
entity which will own the land, fixtures and improvement of the
Debtor's Daven Avenue Shopping Center located along the Route 10
in Livingston, New Jersey, free and clear of existing loan
obligations.

On the Plan effective date, the Debtor will transfer assets,
including the Livingston Property and cash contributed by Gregg
Wasser, Laurence Taub and Dr. Harris Wasser -- as the holders of
Equity Interests in the Debtor -- to Daven Avenue in return for an
ownership interest in Daven Avenue.  At the same time, the Debtor
will utilize cash and cash to be paid by Daven Avenue to satisfy
Claims of its unsecured creditors.

Following consummation of the Plan, the Debtor and KABR will be
the owners of Daven Avenue, which will be the direct owner of the
Livingston Property free of the existing loan and infused with new
capital that will position Daven Avenue to renovate and transform
the Livingston Property to attract a new tenant mix and contribute
to a revitalization of the Route 10 commercial corridor in the
Livingston area.

Essex Ten Financial, LLC, a unit of KABR, is the current holder of
the Debtor's existing loan.  The Debtor obtained the loan -- in
the principal amount of $28,125,000 -- under a promissory note and
loan agreement dated July 14, 2005, with Barclays Capital Real
Estate, Inc.  The debt was securitized and sold to the registered
holder of Banc of America Commercial Mortgage, Inc., Commercial
Mortgage Pass-Through Series Certificates Series 2005-5.  The loan
is secured by the Livingston Property.  Essex Ten purchased the
loan prior to the Petition Date.

The Debtor and KABR will each make a contribution -- the Debtor
Contribution Amount and the KABR Contribution Amount -- equal to
(i) 50% of G&S Livingston's unpaid general unsecured liabilities
and all other unpaid liabilities that have been accrued by the
Debtor from Oct. 26, 2010 to the date of the confirmation of the
Plan, plus (ii) $500,000.

The Plan classifies claims against and interests in the Debtor in
four classes.  Class 1 consists of the Secured Claim of Essex Ten.
Under the Plan, Essex Ten will be merged into Daven Avenue with
Daven Avenue surviving, which results in full satisfaction of the
Existing Loan through: (y) the retirement of 15% of the Existing
Loan in exchange for $1,950,000 contributed by the Debtor and (z)
forgiveness of the balance of the Existing Loan in exchange for
KABR receiving a 47-1/2% residual equity interest in Daven Avenue
with priority on distributions in amounts equal to the sum of
KABR's Unrecovered Capital plus an 8% return on such Unrecovered
Capital as determined from time to time.  Essex Ten's Secured
Claim is impaired and it is entitled to vote on the Plan.

Allowed General Unsecured Claims are placed in Class 2; They will
be paid in full on the Effective Date.  The holders of General
Unsecured Claims are not impaired under the Plan and therefore
are not entitled to vote.

Class 3 consists of Allowed Affiliated General Unsecured Claims,
which are claims held by entities affiliated with the Debtor.
Holders of Affiliated General Unsecured Claims will receive a
distribution of cash in an amount equal to 2% percent of their
Affiliated General Unsecured Claims in full satisfaction of those
Claims.  The holders are impaired under the Plan and entitled to
vote.

The Equity Interest Holders occupy Class 4.  Collectively, they
own all of the shares of the stock in the Debtor.  Upon the Plan
Effective Date, the Equity Interest Holders will contribute to the
Debtor cash in an amount equal to the sum of:

     (w) $1,950,000, (x) the Other Liabilities -- all General
         Unsecured Claims due to creditors that accrued prior to
         of Oct. 26, 2010, are not Affiliated General Unsecured
         Claims, and are not identified on Exhibit B of the
         Operating Agreement of Daven Avenue;

     (y) the Debtor Contribution Amount; and

     (z) 2% of the total amount owed for the Affiliated General
         Unsecured Claims.

In return for this contribution, the Equity Interest Holders will
retain their equity interests in the Debtor.  They are not
impaired under the Plan and not entitled to vote.

The Debtor has asked the Bankruptcy Court to schedule a Combined
Hearing on the adequacy of the Disclosure Statement, Solicitation
Procedures and confirmation of the Plan.

G&S Livingston Realty, Inc., in New York, filed for Chapter 11
bankruptcy (Bankr D. N.J. Case No. 11-31751) on July 21, 2011,
Judge Morris Stern presiding.  Stephen V. Falanga, Esq., at
Connell LLP, serves as bankruptcy counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Greg Wasser, president.


GATEHOUSE MEDIA: Incurs $5.06 Million Net Loss in June 30 Qtr.
--------------------------------------------------------------
Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $5.06 million on $134.39 million of total revenues for the
three months ended June 26, 2011, compared with a net loss of
$5.33 million on $144.21 million of total revenues for the period
ended June 30, 2010.  The Company also reported a net loss of
$23.26 million on $254.21 million of total revenues for the six
months ended June 26, 2011, compared with a net loss of $22.80
million on $277.32 million of total revenues for the six months
ended June 30, 2010.

The Company's balance sheet at June 26, 2011, showed
$523.08 million in total assets, $1.33 billion in total
liabilities, and a $812.67 million total stockholders' deficit.

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

                       http://is.gd/1tnuaM

                      About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

The Company reported a net loss of $26.64 million on $558.58
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $530.61 million on $584.79 million of
total revenue for the year ended Dec. 31, 2009.


GENERAL GROWTH: Files 4th Post-Confirmation Status Report
---------------------------------------------------------
GGP, Inc. and its reorganized debtor affiliates submitted to
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York on July 15, 2011, their fourth
post-confirmation status report.

The Reorganized Debtors note that on June 27, 2011, the Court
entered a final decree order closing the Chapter 11 cases of 67
debtors.  That order also included a mechanism whereby the
June 27 final decree would apply, nunc pro tunc to June 30, 2011,
to additional Reorganized Debtors whose Chapter 11 cases were
fully administered after entry of the June 27 Final Decree but on
or before June 30, 2011.  On July 8, 2011, the Reorganized
Debtors filed a supplemental schedule containing 73 Reorganized
Debtors whose Chapter 11 cases were fully administered by June
30, 2011 and to whom the June 27 Final Decree applies nun pro
tunc to June 30, 2011.

As of July 15, 2011, 268 of the Reorganized Debtors' 388 Chapter
11 cases have been closed.  The Reorganized Debtors continue to
diligently pursue consummation, and a final decree closing, of
the remaining reorganized debtors' Chapter 11 cases.

The Reorganized Debtors state that they continue to evaluate and
resolve the approximately 10,000 proofs of claim and
approximately 6,000 scheduled claims filed in their Chapter 11
cases.  According to the Reorganized Debtors, they have
undertaken a comprehensive claims reconciliation process that
includes the filing of 91 omnibus claims objections and two
omnibus schedule amendment motions that have, to date, resolved
more than 5,300 proofs of claim representing more than $2.3
billion in asserted claim amounts and reduced nearly 600 of their
scheduled claims by approximately $3.8 million.

The Reorganized Debtors have also resolved or settled nearly
9,300 proofs of claim and scheduled claims, collectively
representing an asserted value of approximately $126 billion
through informal negotiations with creditors.  Moreover, the
Reorganized Debtors have resolved, through a combination of cash
and reinstatement, approximately 500 claims which filed a total
of $122 billion.  Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, in New York, relates that the claims resolution
process is ongoing and the Reorganized Debtors continue to seek a
consensual resolution to the remaining outstanding proofs of
claim still under dispute, he adds.

Mr. Youngman mentions that the Reorganized Debtors continue to
defend against certain stakeholders' assertions regarding
entitlement to certain postpetition interest payments pursuant to
the TopCo Debtors' Third Amended Joint Plan of Reorganization.
At a hearing on February 24, 2011, the Court heard argument
regarding the contentions of holders under the GGP/Homart II,
L.L.C. Partner Note that they are entitled to postpetition
interest at the contractual default rate. On June 23, 2011, the
Court entered an order granting default interest to the
Comptroller of the State of New York as trustee of the Common
Retirement Fund.  The Reorganized Debtors filed a notice of
appeal from the Homart Order and intend to fully
prosecute their appeal.  The Court also heard argument, at the
hearing held on February 24, 2011, regarding the 2006 Lenders'
contention that they are entitled to postpetition interest at the
contractual default rate.  The Bankruptcy Court issued a
memorandum of opinion entitling Eurohypo AG, New York Branch, as
administrative agent on behalf of the 2006 Lenders postpetition
interest at the contract default rate.

In compliance with the U.S. Trustee for Region 2's request for a
quarterly disbursement schedule and as supplement to the status
report, the Reorganized Debtors filed with the Court on July 22,
2011, a disbursement schedule setting forth the total
disbursements by each Debtor for the quarter ended June 30, 2011.

The Reorganized Debtors made disbursements totaling
$2,089,881,000 during the quarter ended June 30, 2011.

A schedule of the quarterly disbursement is available for free
at http://bankrupt.com/misc/ggp_2Q2011Disbursements.pdf

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Bankruptcy Judge Upholds Eurohypo's Bank Claim
--------------------------------------------------------------
In an order dated July 20, 2011, Bankruptcy Judge Allan Gropper
upheld the request by Eurohypo AG, New York Branch, as
administrative agent for lenders under the 2006 Credit Agreement,
for payment of postpetition interest on the "Allowed Bank Claim"
as defined in the Third Amended Joint Plan of Reorganization of
General Growth Properties Inc., at the contractual default rate of
5.25%.

If the parties cannot agree on the amount of interest due detailed
interest calculations should be submitted, Judge Gropper said.

To comply with the Court's memorandum of opinion, Eurohypo filed
with the Court a proposed order granting default interest to the
2006 Lenders.

Under the proposed order, Eurohypo's request for payment of
postpetition interest at the default rate of 5.25% beginning on
the Petition Date and extending through the date that payment of
the interest is satisfied in full is granted, which is the amount
of $89,335,330 from the Petition Date through and including
July 20, 2011 plus additional interest on the July 20 Balance at
a per-diem rate of $12,849 for each day following July 20, 2011,
until the date that the amount of default interest owed is paid
in full by the Reorganized Debtors.  The Reorganized Debtors will
satisfy the Eurohypo Claim in the manner provided by the Plan.

The Court will consider approval of the proposed order on
August 2, 2011.  Objections are due no later than August 1.

In the memorandum of opinion, Judge Gropper determined that
portions of his June 16, 2011 ruling in a dispute between the
Reorganized Debtors and the Comptroller of the State of New York,
as trustee of the Common Retirement Fund, addressing whether a
solvent debtor must pay default interest to reinstate a debt and
effect a cure -- and the effect of Sections 1124(2) and 1123(d)
of the Bankruptcy Code -- are not directly relevant in the
Eurohypo context.  However, the rest of the decision in the CRF
Case is relevant to, and controls the resolution of, the Eurohypo
dispute, Judge Gropper held.

Judge Gropper found that there is no dispute that the default
rate, as a standalone figure, is not disproportionately higher
than the non-default rate contained in the Credit Agreement.  The
Court also found in the CRF Case that Congress did not expressly
invalidate ipso facto clauses except in executory contracts and
unexpired leases, and that the loan agreements at issue there
could not be characterized as either.  The Court also noted that
the reasons that many courts have found for invalidating default
interest rates were not present in the Eurohypo context --
payment of default interest would not impair the Reorganized
Debtors' fresh start nor would it deprive the Debtors of the
benefits accruing from their Chapter 11 filings.

Notwithstanding the Reorganized Debtors' argument that the 2006
Lenders should not receive default interest because they could
have, but did not, accelerate the 2006 Loan prepetition, this
case calls for the same result, Judge Gropper explained.
Creditors like the 2006 Lenders should not be encouraged to
accelerate debt prepetition so as to be certain that the default
interest rate would be applicable in the event of a bankruptcy
filing, Judge Gropper opined.

"There can be no dispute that efforts were made to avoid creditor
action that might have forced the Reorganized Debtors into an
unnecessary, freefall bankruptcy case, eliminating the
possibility of an out-of-court workout," Judge Gropper
acknowledged.  The Reorganized Debtors would penalize the 2006
Lenders for attempting to negotiate a consensual resolution, but
neither the Credit Agreement nor the Bankruptcy Code provides a
penalty, Judge Gropper said.  For the reasons set forth in the
CRF Case, Judge Gropper determined that Section 8(f) of the
Credit Agreement was effective to accelerate the 2006 Loan
without the need for any affirmative action by Eurohypo.

Section 506(b) requires payment of postpetition interest to an
oversecured creditor like Eurohypo and a rebuttable presumption
exists favoring the payment of the interest at the contractual
rate.  The Reorganized Debtors have stipulated that, as a stand-
alone rate, the Default Rate is not a penalty, and they have not
alleged any misconduct by the 2006 Lenders, Judge Gropper said.
Judge Gropper concluded that payment of default interest would
neither inflict harm on other unsecured creditors nor impair the
Debtors' fresh start because the Debtors were exceedingly solvent
when they emerged from bankruptcy.

A full-text copy of the Memorandum of Opinion is available for
free at http://bankrupt.com/misc/ggp_july20memoofopinion.pdf

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MARITIME: Estimates Results for 2 Remaining Quarters
------------------------------------------------------------
General Maritime Corporation provided estimates for expected
results in 2011.  The Company estimated direct vessel operating
expenses per quarter for the remaining two quarters at
$27.6 million, based on management's estimates and budgets
submitted by the Company's technical management department.  The
Company also estimates depreciation per quarter for the remaining
two quarters at $23.90 million.  A full-text copy of the Form 8-K
is available for free at http://is.gd/zf1exo

                    About General Maritime Corp.

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

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

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

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

                          *     *     *

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

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

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


GM PINE: Can Access Cash Collateral Until Sept. 9
-------------------------------------------------
The U.S. Bankruptcy Court for Western District of Washington
granted GM Pine Street Garage LLC permission to access, on an
interim basis, cash collateral of Capmark Bank and Block 45, LLC,
until the date of the final hearing on Sept. 9, 2011, solely to
pay the ordinary and necessary business expenses of the Debtor's
business, pursuant to a budget, subject to a variance of not more
than 10%.

As adequate protection, the Bank and the Landlord are granted, as
of the Petition Date, security interests and continuing
replacement liens on (a) all proceeds from the disposition of all
or any portion of their pre-petition collateral; (b) all property
of the Debtor and the Debtor's estate that is or would be
collateral of the Bank under the Security Instrument or of the
Landlord under the Lease if not for Bankruptcy Code Section
552(a); (c) all after acquired property of Debtor and Debtor's
estate; (d) Debtor's interest in the Property, all additional land
expressly added to the Bank's and the Landlord's respective
security instrument, acquired by the Debtor post-petition; and (e)
all proceeds of the foregoing.

Further, the Debtor will make periodic cash payments to the Bank
in the amount of $120,000 each month on or before the 15th day of
each month, except that the payment for the month of July 2011
will be made immediately.

The Debtor will also make periodic cash payments to the Landlord
in the amount equal to the current lease rate under the Ground
Lease.

A final hearing is set for a hearing on Sept. 9, 2011, at
9:30 a.m.

As reported previously, as of the Petition Date, the Debtor's
indebtedness to the Bank is approximately $24,000,000.  The Debtor
assigned to the Bank all rents, leases and other profits arising
out of the Property, by executing an Assignment of Leases and
Rents dated Sept. 11, 2008.

                      About GM Pine Street

GM Pine Street Garage LLC operates a parking garage with ground
floor retail commercial tenants in Seattle, Washington.  The
parking garage is connected to the Macy's store in downtown
Seattle by a sky bridge.  It filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wash. Case No. 11-17493) on June 23, 2011.

Shelly Crocker, Esq., and Tereza Simonyan, Esq., at Crocker Law
Group PLLC, in Seattle, Wash., is the Debtor's proposed bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


GM PINE: Seeks to Employ Crocker Law Group PLLC as Counsel
----------------------------------------------------------
GM Pine Street Garage LLC seeks permission from the U.S.
Bankruptcy Court for the Western District of Washington at Seattle
to employ Crocker Law Group PLLC as its counsel.

Upon retention, the firm, will among other things:

   1. Take all actions necessary to protect and preserve Debtor's
      bankruptcy estate, which may include: the prosecution of
      actions on Debtor's behalf; defense of any action commenced
      against Debtor, in conjunction with special litigation
      counsel, as appropriate; negotiations in litigation
      concerning the Debtor; objections to claims filed against
      Debtor in this bankruptcy case; and compromise or settlement
      of such claims.

   2. Prepare the necessary applications, motions, memoranda,
      responses, complaints, answers, orders, notices, reports and
      other papers required from Debtor, as debtor-in-possession,
      in connection with administration of this case.

   3. Negotiate with creditors concerning a Chapter 11 plan,
      prepare a Chapter 11 plan and disclosure statement and
      related documents, and take the steps necessary to confirm
      and implement the proposed plan.

Debtor and CLG have agreed to an initial security retainer of
$100,000, of which $50,000 has been paid, and the remaining
$50,000 to be paid (1) in the event a motion for relief from stay
is successfully defended, or (2) within 90 days after the date of
the engagement letter, whichever is earlier.  The Zoe and Ava
Brenneke Irrevocable Trust (the "Trust"), through its Trustee,
Jimmy Drakos, has guaranteed the fees and directed its subsidiary
Guardian Investment Real Estate, LLC, a Delaware limited liability
company, to pay the $50,000 partial retainer.

The Trust's relationship to the Debtor, as the ultimate owner in a
complicated ownership structure, is as follows:

   -- The Zoe & Ava Brenneke Irrevocable Trust UDT is the owner of
      99% of the membership interests of Pine Garage LLC, a
      Washington limited liability company.  Jimmy Drakos is the
      trustee of same.

   -- Pine Garage Independent LLC, a Washington limited liability
      company, is the owner of 1% of the membership interests of
      Pine Garage LLC.

   -- The Fund is the owner of 100% of the membership interest in
      GM Institutional Fund LLC, a Delaware limited liability
      Company.

   -- The Institutional Fund is the owner of 100% of the
      membership interest in GM Pine Street Garage LLC, a Delaware
      limited liability company, and the Debtor in this case.

CLG has drawn down $7,763 for prepetition fees and costs.  As of
the time of filing, the trust account has a balance of $41,198.

The Debtor has also given CLG authority to disburse $1,039.00 to
its ECF creditcard post-petition for the Chapter 11 filing fee.

                    About GM Pine Street Garage

Portland, Oregon-based GM Pine Street Garage, LLC is a sole asset
LLC, with 100% ownership interest in real and personal property
that consists of a parking garage with an address commonly known
as 1601 Third Avenue, Seattle, Washington, and its rents and
leases.  The Company filed for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 11-17493) on June 23, 2011.  Bankruptcy Judge Karen
A. Overstreet presides over the case.  Shelly Crocker, Esq., at
Crocker Law Group PLLC represents the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million to
$50 million.


GRUBB & ELLIS: Inks Amendment Documents with Colfin, et al.
-----------------------------------------------------------
Each of Grubb & Ellis Company and its wholly-owned subsidiary,
Grubb & Ellis Management Services, Inc., entered into an amendment
and consent agreement with respect to its $18 million senior
secured term loan facility among ColFin GNE Loan Funding, LLC, as
administrative agent, the several lenders from time to time party
thereto, the Company and GEMS, an amendment to the commitment
letter for the Credit Facility, between Colony Capital
Acquisitions, LLC, an affiliate of the Agent, and the Company and
amendments to the outstanding common stock purchase warrants
issued to the Lenders pursuant to the terms of the Credit
Agreement.

Pursuant to the Amendment Documents, among other things, the Agent
expressly acknowledged and consented to the Company's currently
anticipated sale of Daymark Realty Advisors, Inc., a wholly-owned
subsidiary of the Company, and each of its wholly-owned
subsidiaries and the restructuring of the outstanding intercompany
debt obligations owing by the Company to Daymark.  The Amendment
Documents also permanently eliminated Colony's right of first
offer to provide the Company with debt financing prior to it
consummating or endeavoring to consummate any similar financing
with a third-party.  Additionally, the Amendment Documents amended
the price at which any common stock purchase warrants issuable to
the Lenders in lieu of cash interest from time to time payable
under the Credit Agreement and the common stock purchase warrants
previously issued to the Lenders pursuant to the Credit Agreement,
become exercisable.  Upon entering into the Amendment Documents,
the Company paid an amendment fee of $180,000.

A full-text copy of the Amendment No. 1 to Credit Agreement is
available for free at http://is.gd/epIcmd

A full-text copy of the Waiver to Commitment Letter is avalailable
for free at http://is.gd/dTjnGI

A full-text copy of Amendment No. 1 to Warrants to Purchase Shares
of Common Stock is available for free at http://is.gd/Gk1dzf

                    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.


HAMPTON ROADS: Promotes Chris Corchiani as Gateway CEO
------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for Bank of
Hampton Roads and Shore Bank, announced the promotion of Chris
Corchiani and Glenn R. Astolfi to Chief Executive Officer and
President/Chief Operating Officer, respectively, of its Gateway
Bank Mortgage, Inc., subsidiary.  Corchiani and Astolfi previously
served as Director of Mortgage Lending and Mortgage Sales Manager,
respectively.  The appointments are effective immediately.  Kevin
W. Pack has resigned as Chief Executive Officer and President of
Gateway Mortgage.

The Company also announced that, following an evaluation of the
potential divestiture of Gateway Mortgage, it has determined that
it makes strategic and financial sense to retain ownership of the
business.  The Company implemented a leadership change to support
the growth and profitability of the business going forward.

Prior to serving as Director of Mortgage Lending for Gateway
Mortgage, Corchiani was Chief Executive Officer of DNJ Mortgage,
LLC, in Raleigh, NC, from 2004 to 2010.  Previously, he was a
professional basketball player in the National Basketball
Association in Europe.

Prior to joining Gateway Mortgage as Mortgage Sales Manager,
Astolfi was Chief Operating Officer of DNJ from 2005 to 2010 and a
Loan Officer from 2002 to 2005.  Previously, Astolfi held a
variety of positions in the travel and retail industries,
including serving as Executive Vice President/Chief Operating
Officer and Chief Financial Officer of Travelfest Superstores in
Austin, Texas.

In 2010, DNJ was subsumed into DNJ Gateway Mortgage, LLC, a joint
venture that is 51% owned by Gateway Mortgage and 49% owned by
Team 13, LLC.  Corchiani and Astolfi are two of the five owners of
Team 13, LLC.  DNJ Gateway Mortgage, LLC, is one of the largest
retail mortgage originators in North Carolina.

                    About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.71
billion in total assets, $2.55 billion in total liabilities and
$159.86 million in total shareholders' equity.


HAMPTON ROADS: Incurs $18.79 Million Net Loss in Second Quarter
---------------------------------------------------------------
Hampton Roads Bankshares, Inc., reported a net loss of
$18.79 million on $26.28 million of interest income for the second
quarter of 2011, compared with a net loss of $52.64 million on
$30.02 million of interest income for the second quarter of 2010.
The Company also reported a net loss of $50.46 million on
$53.46 million of interest income for the six months ended June
30, 2011, compared with a net loss of $91.76 million on $64.12
million of interest income for the same period a year ago.

As of June 30, 2011, total assets were $2.6 billion, down from
$2.7 billion at March 31, 2011.  During the quarter, loans
outstanding declined from $1.8 billion to $1.7 billion as a result
of charge offs and payoffs, offset by limited origination
activity.  Total deposits declined during the quarter to $2.2
billion from $2.3 billion at March 31, 2011, as the Company
continued to reduce its excess cash position and allow high priced
time deposits to mature without rollover.

"The substantial improvement in financial results in the second
quarter, along with the completion of a number of important steps
in our strategic action plan, demonstrates the significant
progress we are making in returning the company to profitability,"
said John A.B. "Andy" Davies, Jr., the Company's President and
Chief Executive Officer.  "Going forward, our focus is on creating
long-term shareholder value by completing the exit from non-core
markets and businesses, consolidating overlapping branch offices,
continuing to reduce expenses, and returning to traditional
community banking in our core markets of Hampton Roads, Northeast
North Carolina, Richmond, Emporia, and the Eastern Shore of
Virginia and Maryland."

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

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.71
billion in total assets, $2.55 billion in total liabilities and
$159.86 million in total shareholders' equity.


HARRY & DAVID: PBGC Objects to Chapter 11 Plan Confirmation
-----------------------------------------------------------
BankruptcyData.com reports that the Pension Benefit Guaranty
Corporation filed with the U.S. Bankruptcy Court an objection to
Harry & David Holdings' Second Amended Chapter 11 Plan of
Reorganization.

The PBGC said the Plan should not be confirmed because it is
contingent upon the termination of the pension plan, which would
be improper under the Employee Retirement Income Security Act.

The Internal Revenue Service and the State of Michigan, Department
of Treasury also filed objections to the Plan.


                        The Chapter 11 Plan

Prepetition, the Debtor negotiated the terms of a plan of
reorganization with  holders of approximately 81% of its senior
notes.

The Court entered an order approving the disclosure statement
explaining the proposed Chapter 11 plan on June 24.

As reported in the Troubled Company Reporter on July 6, 2011, the
Debtor modified the plan to gain support from the official
unsecured creditors' committee.  The modified plan provides for
these terms:

    * Unsecured creditors are to receive 10% in total, with 40% of
    that coming in 2012 and 60% in 2013.

    * Pension Benefit Guaranty Corp. and holders of $58.2 million
    in senior floating-rate notes and $148.2 million in senior
    fixed-rate notes are in a class together. In return for their
    claims, they are to receive 146,000 new common shares and the
    right to purchase another 733,000 shares, or about 74.9%, in a
    $55 million rights offering.  The recovery for noteholders is
    estimated between 2% and 17.4% for participants in the rights
    offering.  For those not participating, the recovery is 4.2%
    to 10%, according to the disclosure statement.

    * The proceeds of the $55 million rights offering will be used
    to repay the $55 million in second-lien financing for the
    Chapter 11 case.  Noteholders are backstopping the rights
    offering. As a fee, they will receive 50,000 shares.

    * Existing lenders providing $100 million in first-lien
    financing for the bankruptcy case will continue the loan when
    the company emerges from Chapter 11.

The original plan was agreed to before bankruptcy with holders of
81% of the senior notes, including Wasserstein & Co., which also
owns 63% of the stock.  Wells Fargo Bank is indenture trustee
for the noteholders.

                          About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.  Affiliates
Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David
Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear
Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed
separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

David G. Heiman, Esq., Brad B. Erens, Esq., and Timothy W.
Hoffman, Esq., at Jones Day, are the Debtors' lead counsel.
Daniel J. DeFranceschi, Esq., Paul Noble Heath, Esq., and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

The Debtor also tapped DJM Realty Services, LLC, as real estate
consultants; Alvarez & Marsal North America to provide the Debtors
an interim chief executive officer and chief restructuring officer
and certain additional officers; and McKinsey Recovery &
Transformation Services U.S. LLC as their management consultant.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.

On April 7, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.


HAWAII MEDICAL: Taps Pachulski & Wagner as Committee Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Hawaii Medical Center and its Debtor affiliates, sought
and obtained authority from the U.S. Bankruptcy Court for the
District of Hawaii to retain Pachulski Stang Ziehl & Jones LLP and
Wagner Choi & Verbrugge as co-counsel.

The two firms will be:

   a. assisting, advising and representing the Committee in its
      consultations with the Debtors regarding the administration
      of these Cases;

   b. assisting, advising and representing the Committee in
      analyzing the Debtors' assets and liabilities,
      investigating the extent and validity of liens and
      participating in and reviewing any proposed asset sales,
      any asset dispositions, financing arrangements and cash
      collateral stipulations or proceedings;

   c. assisting, advising and representing the Committee in any
      manner relevant to reviewing and determining the Debtors'
      rights and obligations under leases and other executory
      contracts;

   d. assisting, advising and representing the Committee in
      investigating the acts, conduct, assets, liabilities and
      financial condition of the Debtors, the Debtors' operations
      and the desirability of the continuance of any portion of
      those operations, and any other matters relevant to these
      Cases or to the formulation of a plan;

   e. assisting, advising and representing the Committee in
      understanding its powers and its duties under the
      Bankruptcy Code and the Bankruptcy Rules and in performing
      other services as are in the interests of those represented
      by the Committee;

   f. assisting, advising and representing the Committee in the
      evaluation of claims and on any litigation matters; and

   g. providing other services to the Committee as may be
      necessary in these Cases.

Samuel R. Maizel, Esq. and Malhar S. Pagay, Esq., will be the
primary Pachulski Stang attorneys who are going to work on the
Cases and that their billing rates are $725 and $595 an hour.

The billing rate of Chuck C. Choi, the primary Wagner Choi
attorney who will work on the Cases, is $325 an hour.

Mr. Maizel and Mr. Choi assured the Court that their firms are
"disinterested persons" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Hawaii Medical Center

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

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

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the petition Dte, the aggregate outstanding
principal on the Prepetion MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is approximately $46,851,772.
The principal balance of the Prepetion MidCap Revolving Loan is
approximately $7,676,495.  The amount owed under the Prepetition
St. Francis Term Loan is approximately $39,175,277, secured by St.
Francis's first priority lien on, among other things, all real
property of the Debtors.

Through this Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

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

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


HCA HOLDINGS: To Redeem $4.7-Bil. Cash-Pay Notes and Toggle Notes
-----------------------------------------------------------------
HCA Inc., a wholly-owned subsidiary of HCA Holdings, Inc.,
provided notice of its election to redeem all $3,200,000,000
aggregate principal amount of its outstanding 9 1/4% Senior
Secured Notes due 2016 and all $1,577,814,000 aggregate principal
amount of its outstanding 9 5/8%/10 3/8% Senior Secured Toggle
Notes due 2016.  The Notes will be redeemed on Aug. 26, 2011.  The
Company's obligation to complete the Redemption is conditioned
upon the receipt prior to the Redemption Date by the Company of
the net proceeds from its $5 billion senior notes offering which
took place on July 26, 2011, and is anticipated to be settled on
Aug. 1, 2011.

                          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.


HERCULES OFFSHORE: Incurs $23.4-Mil. 2nd Quarter Net Loss
---------------------------------------------------------
Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $23.43 million on $170.20 million of revenue for the
three months ended June 30, 2011, compared with a net loss of
$18.98 million on $157.89 million of revenue for the same period
during the prior year.  The Company also reported a net loss of
$37.65 million on $329.58 million of revenue for the six months
ended June 30, 2011, compared with a net loss of $34.94 million on
$302.45 million of revenue for the same period during the prior
year.

The Company's balance sheet at June 30, 2011, showed $2.09 billion
in total assets, $1.14 billion in total liabilities, and
$944.48 million in stockholders' equity.

John T. Rynd, Chief Executive Officer and President of Hercules
Offshore stated in a press release announcing the second quarter
results, "We are starting to see solid indications of a healthy
upturn in our Domestic Offshore segment, as customer demand is
leading to higher dayrates and greater visibility in rig demand
through year end.  This comes at a time when we have completed our
integration of 20 domestic jackup rigs opportunistically acquired
from Seahawk Drilling in April 2011.  We expect the positive
momentum to continue."

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

                        http://is.gd/YkfygH

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $134.59 million on $657.48
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $91.73 million on $742.85 million of revenue during
the prior year.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HERCULES OFFSHORE: Files Fleet Status Report as of July 27
----------------------------------------------------------
Hercules Offshore, Inc., on July 28, 2011, posted on its Web site
at www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of July 27, 2011), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for June 2011,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/i5C7Jj

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $134.59 million on
$657.48 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $91.73 million on $742.85 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $2.09 billion
in total assets, $1.14 billion in total liabilities and $944.48
million in stockholders' equity.

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HINGHAM CAMPUS: Epiq Bankruptcy Approved as Claims Agent
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Hingham Campus, LLC, to employ Epiq Bankruptcy
Solutions, LLC, as noticing, claims, and balloting agent.

As reported in the Troubled Company Reporter on July 6, 2011, the
Debtors said it will be more efficient and less burdensome on the
Clerk of the Court to have Epiq undertake the tasks associated
with noticing the Debtors' hundreds of creditors and parties in
interest and processing proofs of claim that may be filed.

Bradley J. Tuttle, vice president and senior managing consultant
at Epiq, attested that his firm's officers and employees do not
have any connection with or any interest adverse to the Debtors,
their creditors, or any other party in interest, or their
attorneys and accountants.

Epiq received a retainer from the Debtors of $25,000 prior to the
Petition Date.

               About Linden Ponds and Hingham Campus

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

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

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

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

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.
Alvarez & Marsal Healthcare Industry, LLC, provides a chief
restructuring officer, and additional personnel, Houlihan Lokey
Capital, Inc., serves as investment banker and financial advisor,
Thomas L. Brod t/a North Shores Consulting serves as bond
consultant, and Epiq Bankruptcy Solutions, LLC, serves as the
noticing, claims, and balloting agent.


HINGHAM CAMPUS: Court Approves DLA Piper as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Hingham Campus, LLC, to employ DLA Piper LLP (US) as
bankruptcy counsel.

As reported in the Troubled Company Reporter on July 6, 2011, DLA
Piper's hourly rates are:

          Professional                  Rate Per Hour
          ------------                  -------------
          Thomas Califano                    $910
          George B. South III                $870
          Jeremy Johnson                     $785
          Vincent Slusher                    $655
          J. Seth Moore                      $670
          Jason Karaffa                      $590
          Julie Sobel                        $455
          Andrew Zollinger                   $400
          Elena Otero Keil                   $395
          Evelyn Rodriguez                   $255

Mr. Califano assured that DLA Piper is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

               About Linden Ponds and Hingham Campus

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

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

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

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

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.
Alvarez & Marsal Healthcare Industry, LLC, provides a chief
restructuring officer, and additional personnel, Houlihan Lokey
Capital, Inc., serves as investment banker and financial advisor,
Thomas L. Brod t/a North Shores Consulting serves as bond
consultant, and Epiq Bankruptcy Solutions, LLC, serves as the
noticing, claims, and balloting agent.


HINGHAM CAMPUS: McGuire Craddock Approved as Local Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Hingham Campus, LLC, to employ McGuire, Craddock &
Strother, P.C., as local counsel for Whiteford, Taylor & Preston
LLP, its lead counsel.

As reported in the Troubled Company Reporter on July 6, 2011, MCS
has received from the Debtor and is presently holding $25,000 as
retainer.  MCS's principal attorneys designated to represent the
Debtor and their existing standard hourly rates chargeable to the
Debtor range from $250 to $415.  The paralegals likely to assist
these attorneys bill at an hourly rate of $175 per hour or less.

MCS has represented other not-for-profit debtors in the bankruptcy
cases of (i) Erickson Retirement Communities, the prior manager
and developer of Linden Ponds and Hingham Campus LLC's direct
parent company, and (ii) two of Erickson's other direct
subsidiaries, Lincolnshire Campus, LLC and Naperville Campus, LLC,
along with the not-for-profit operators of their respective
Sedgebrook and Monarch Landing campuses, Sedgebrook, Inc. and
Monarch Landing, Inc.  According to Linden Ponds, the Erickson and
Lincolnshire Campus et al. Cases were similarly situated to its
case.  Moreover, MCS is quite knowledgeable regarding the Debtor's
business operations.

J. Mark Chevallier, Esq., a shareholder at MCS, assured that MCS
is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.

               About Linden Ponds and Hingham Campus

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

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

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

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

Attorneys at DLA Piper LLP (US) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.
Alvarez & Marsal Healthcare Industry, LLC, provides a chief
restructuring officer, and additional personnel, Houlihan Lokey
Capital, Inc., serves as investment banker and financial advisor,
Thomas L. Brod t/a North Shores Consulting serves as bond
consultant, and Epiq Bankruptcy Solutions, LLC, serves as the
noticing, claims, and balloting agent.


HSRE-CDS I: Court OKs Lender Deal, Dismisses Bankruptcy Case
------------------------------------------------------------
On July 15, 2011, the U.S. Bankruptcy Court for the District of
Delaware approved: (i) the term sheet and agreement among HSRE-CDS
I, LLC, the guarantors and prepetition lender GB HoldCo, LLC; (ii)
transfer of the Debtor's properties to GB HoldCo, LLC, free and
clear of all liens; and (iii) the dismissal of the Debtor's
Chapter 11 case.

A copy of the dismissal order is available at:

       http://bankrupt.com/misc/hsre-cds.dismissalorder.pdf

As reported in the TCR on June 27, 2011, the Debtor entered a
certain binding agreement on June 3, 2011, with its prepetition
lender GB HoldCo, LLC, as successor-in-interest to KeyBank
National Association and guarantors of the loan under the loan
agreement, for the consensual resolution of the case.

The guarantors of the prepetition loan are Rafael A. Figueroa,
Collegiate Contracting Services, LP, Collegiate Development
Services, LP, Collegiate Kingsville Partners, LP, Collegiate
Management Group, LLC, Collegiate Station at Kingsville, LP, Four
L Capital, LTD, Marana Corp. and Rafana Corp.

                         About HSRE-CDS I

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.  It
is a partnership between campus-housing operator Collegiate
Management Group and private equity firm Harrison Street Real
Estate Capital LLC. hsre-cdsI

HSRE-CDS I filed for Chapter 11 protection (Bankr. D. Del. Case
No. 11-10972) on March 31, 2011.  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed assets of 1,256,241 plus
unknown and liabilities of $22,878,499 as of the Chapter 11
filing.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, was unable to
appoint an official committee of unsecured creditors in the
Debtor's case.


HUDSON HEALTHCARE: Files for Chapter 11 Pending Sale
----------------------------------------------------
Hudson Healthcare Inc., the nonprofit operator of Hoboken
University Medical Center in Hoboken, New Jersey, filed for
Chapter 11 protection (Bankr. D. N.J. Case No. 11-33014) in Newark
on Aug. 1, estimating assets and debt of less than $50 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there is an agreement for the hospital to be sold in
September to HUMC Holdco LLC for $68 million, plus the assumption
of specified debt.  The proceeds will be used first to pay off two
issues of revenue bonds, one for $51.6 million sold in 2007 and a
second for $9l.7 million in 2009.  Hudson Healthcare isn't
obligated on the bonds.

The buyer, according to the report, agreed to invest $20.9 million
in working capital and capital improvements while maintaining
operations as a full-service, acute-care hospital for at least
seven years.

The report discloses that the Chapter 11 case is designed to allow
operations at the hospital to continue until the sale can be
completed.  At that time, Hudson Healthcare's contract to operate
the hospital will terminate.

The hospital itself is owned by an authority established by the
city of Hoboken when it took over the facility in early 2007.
Hudson Healthcare is the operator of the hospital.  The hospital
lost $39 million from 2008 to 2010 on revenue of $375 million, a
court filing said. Revenue in 2010 was $132 million.  The hospital
said it's losing money as a result of being required to provide
care to indigents, according to Mr. Rochelle's report.

Hoboken Patch reports that the measure was taken to "ensure HUMC's
ability to continue operating until completion of the sale of the
hospital to HUMC Holdco LLC."  Hoboken Municipal Hospital
Authority Chairwoman Toni Tomarazzo called the bankruptcy "an
important step."

Hoboken Patch notes taht before the sale can happen, the State
Health Commissioner for New Jersey has to approve it.  After the
sale to HUMC Holdco, the management company will wind down.

Joseph DiPasquale, Esq., at Trenk, DiPasquale, Webster, Della Fera
& Sodono, P.C., represents the Company.

Hudson Healthcare is a not-for-profit manager and operator of
Hoboken University Medical Center.


IMPERIAL BEVERAGE: Landlord Gets $13T Admin Claim for Unpaid Rent
-----------------------------------------------------------------
Bankruptcy Judge Barbara J. Houser granted Three Way Street
Management LLC a $13,634.13 administrative expense claim in the
bankruptcy case of Imperial Beverage Group LLC for unpaid
postpetition rent, pursuant to a July 29, 2011 Memorandum Opinion
and Order, a copy of which is available at http://is.gd/DHjmdi
from Leagle.com.  Imperial leased 6,300 square feet of office and
warehouse space at 1306 Motor Circle, Dallas, Texas, from Three
Way.

Imperial Beverage Group, LLC, is a small wholesale wine
distribution company specializing in boutique hand-crafted wines,
which it sells primarily to retailers, restaurants, and hotels.
Three Way was, until recently, Imperial's landlord.  Imperial
Beverage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
No. 11-30488) on Jan. 21, 2011, listing under $1 million in assets
and debts.  A copy of the petition is available at no charge at
http://bankrupt.com/misc/txnb11-30488p.pdf


INTEGRA BANK: Files Chapter 7 Liquidation After Bank Closed
-----------------------------------------------------------
Integra Bank, the holding company of a bank shuttered by
regulators on Friday, filed for Chapter 7 protection (Bankr. S.D.
InD. Case No. 11-71224).

BankruptcyData.com reports that, according to regulatory filings,
the Chapter 7 filing follows the July 29, 2011 closure by the
Office of the Comptroller of the Currency (OCC), pursuant to 12
USC Sections 464(d)(2)(A) and (d)(2)(E)(ii), of Integra Bank N.A.
(the Bank) - which was the subsidiary of the Company. The OCC
subsequently appointed the Federal Depository Insurance
Corporation (FDIC) as receiver of the Bank.

The FDIC entered into a purchase and assumption agreement with Old
National Bank of Evansville, Indiana, to assume all of the
deposits of the Bank. In addition to assuming all of the deposits
of the Bank, Old National Bank purchased essentially all of the
Bank's assets pursuant to a loss-share transaction of
approximately $1.2 billion of the Bank's assets.  As of March 31,
2011, Integra Bank, National Association, had around $2.2 billion
in total assets and $1.9 billion in total deposits.

The Company states, "Given that the Company's principal asset was
the capital stock of the Bank and that the Company does not expect
to receive any recovery from the receivership process for the
Bank, on July 30, 2011, the Company filed a voluntary petition for
relief under Chapter 7."

On its most recent annual report filed with the SEC, the Company
reported $2.4 billion in pre-petition assets, but its Chapter 7
petition indicates a range of $1 million to 10 million.


ISTAR FINANCIAL: Incurs $26.02 Million Net Loss in June 30 Qtr.
---------------------------------------------------------------
iStar Financial Inc. reported a net loss of $26.02 million on
$129.51 million of total revenues for the three months ended
June 30, 2011, compared with net income of $229.85 million on
$135.40 million of total revenues for the same period a year ago.
The Company also reported net income of $57.88 million on
$241.09 million of total revenues for the six months ended
June 30, 2011, compared with net income of $213.70 million on
$303.77 million of total revenues for the same period during the
prior year.

The Company's balance sheet at June 30, 2011, showed $8.29 billion
in total assets, $6.55 billion in total liabilities, and
$1.74 billion in total equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/FCJ2Uo

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

                          *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


JACKSON HEWITT: H&R Block Aims to Move Forward With Litigation
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that tax preparers -- H&R Block
Inc. and Jackson Hewitt Tax Service Inc. -- want to move forward
with a legal battle over an H&R Block advertising campaign,
despite that Jackson Hewitt is under bankruptcy protection.

                       About Jackson Hewitt

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

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

BDO Financial serves as financial advisors to the Official
Committee of Unsecured Creditors.

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

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

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

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

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


JOY'S PRIDE: Placed Into General Receivership
---------------------------------------------
Dedrick Allan at Madison County Daily News reports that a Shelton-
based skin care products company has filed Chapter 7 bankruptcy.

Joy's Pride, Inc. dba Sensaria, which operated out of facilities
on Johns Prairie Road, closed its doors after 10 years in
business, according to the report.

A notice filed in King County Superior Court said that the company
was placed into general receivership on July 15, the report
relates.

A voicemail message when calling the company cites "mounting
debts, declining sales and a lack of viable funding alternatives"
as reasons for closing.  Sensaria manufactured some of its
products in Shelton and sold them through a network of independent
representatives, the report says.  The company employed about 40
people locally.


KRE LLC: Secured Lender Losses Bid to Lift Stay & Dismiss Case
--------------------------------------------------------------
Judge William A. Hill rejected Alerus Financial, N.A.'s motion for
relief from the automatic stay and a motion to dismiss to the
bankruptcy case of KRE, LLC.  Edwin Yeh, the Debtor's manager, has
testified KRE is able to make monthly payments to Alerus of $3,400
immediately.  He also said he has access to funding to pay Alerus
$661,000 for the property, to make the improvements, and pay the
property taxes.  He suggested that the monthly payment to Alerus
coupled with KRE's likelihood of success in an outstanding lawsuit
against Knight's Printing would provide adequate protection.
According to Judge Hill, there is adequate protection for Alerus.
The evidence demonstrates the property is necessary for an
effective reorganization and that it is likely Debtor can
effectively reorganize.   A copy of Judge Hill's Aug. 1, 2011
Memorandum and Order is available at http://is.gd/r7m8Oufrom
Leagle.com.

KRE LLC owns one piece of real property, a building on Main Avenue
in Fargo, North Dakota.  The property is encumbered by a $2.5
million loan with Alerus Financial.  KRE LLC filed for Chapter 11
bankruptcy (Bankr. D. N.Dak. Case No. 11-30227) on March 8, 2011,
a day before a scheduled sheriff's sale of its property.  David L.
Johnson, Esq. -- david.johnson@mlcfargolaw.com -- McNair, Larson &
Carlson, Ltd., serves as the Debtor's bankruptcy counsel.  In its
petition, the Debtor scheduled assets of $839,963 and debts of
$6,177,396.

The petition was signed by Edwin Yeh, manager.  He has testified
before the Court that previous appraisals valued the property at
$1.2 million and $1.3 million.  Alerus estimates the value of the
property at $1.6 million, and claims an appraised value of $1.8
million.


LEVEL 3: Completes Offering of Add'l $600 Million Senior Notes
--------------------------------------------------------------
Level 3 Communications, Inc., announced that Level 3 Escrow, Inc.,
its indirect, wholly owned subsidiary, has completed its
previously announced offering of an additional $600 million
aggregate principal amount of its 8.125% Senior Notes due 2019 in
a private offering to "qualified institutional buyers," as defined
in Rule 144A under the Securities Act of 1933, as amended, and
non-U.S. persons outside the United States under Regulation S
under the Securities Act of 1933.  This offering represented an
additional offering of the 8.125% Senior Notes due 2019 that were
issued on June 9, 2011.  These notes were offered as additional
notes under the same indenture as the 8.125% Senior Notes issued
on June 9, 2011, and will be treated under that indenture as a
single series of notes with the previously issued 8.125% Senior
Notes.

The notes will mature on July 1, 2019.

The gross proceeds from the offering of the notes were deposited
into the same segregated escrow account into which the gross
proceeds from the offering of the previously issued 8.125% Senior
Notes were deposited on June 9, 2011.  The gross proceeds from the
offering of the notes will remain in the escrow account until the
date on which certain escrow conditions, including, but not
limited to, the substantially concurrent consummation of the
acquisition by Level 3 of Global Crossing Limited and the
assumption of the notes by Level 3 Financing, Inc., a wholly owned
subsidiary of Level 3 and the direct parent company of Level 3
Escrow, are satisfied.  If the escrow conditions are not satisfied
on or before April 10, 2012, Level 3 Escrow will be required to
redeem the notes.

Following the release of the escrowed funds in connection with the
assumption of the notes by Level 3 Financing, the gross proceeds
from the offering of the notes will be used to refinance certain
existing indebtedness of Global Crossing, including fees and
premiums, in connection with the closing of Level 3's proposed
acquisition of Global Crossing.  To the extent the gross proceeds
from the offering of the notes, together with the gross proceeds
from the offering of the previously issued 8.125% Senior Notes and
proceeds from other indebtedness incurred concurrently with the
closing of Level 3's proposed acquisition of Global Crossing,
exceed, in the aggregate, the amount necessary to refinance
substantially all of that existing indebtedness of Global
Crossing, those excess proceeds will be used for general corporate
purposes.  The gross proceeds from the offering reduced to zero
the outstanding bridge commitment for unsecured debt that Level 3
has in place with certain financial institutions in connection
with refinancing certain Global Crossing indebtedness.

                    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.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.


LAFAYETTE HOUSING: Names Katie Anderson as Chief Operating Officer
------------------------------------------------------------------
The Daily Advertiser reports that Katie Anderson, executive
director of the Housing Authority in DeRidder, confirmed that she
has accepted a position as chief operating officer of the
Lafayette Housing Authority.  The appointment was confirmed by a
HUD spokesperson.

Ms. Anderson said she expects to start her new job in mid-August.

"There are a lot of challenges there at Lafayette," Anderson told
The Daily Advertiser/Advertiser Media Network, in an interview.
"For an individual in my industry, even with the challenges there
area a lot of opportunities."

The Daily Advertiser discloses that the U.S. Department of Housing
and Urban Development earlier this year took the LHA into
receivership following months of financial, managerial and
political controversy.

The executive and deputy directors of the LHA resigned late in
2010, the board was dismissed and a new one appointed. But HUD
took over when it became apparent legal and political wranglings
involving three of the former board members would not end soon,
The Daily Advertiser says.

Because the LHA is in receivership, Ms. Anderson's position is
chief operating officer, The Daily Advertiser notes.  Ms. Anderson
said her duties basically will be the same as those of the
executive director, but she'll report directly to HUD officials.


LIBBEY INC: Reports $15.4 Million 2nd Quarter Net Income
--------------------------------------------------------
Libbey Inc. reported net income of $15.40 million on
$214.01 million of net sales for the three months ended June 30,
2011, compared with net income of $9.56 million on $203.03 million
of net sales for the same period during the prior year.

The Company also reported net income of $14.40 million on $395.02
million of net sales for the six months ended June 30, 2011,
compared with net income of $64.97 million on $376.94 million of
net sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed
$815.25 million in total assets, $767.39 million in total
liabilities, and $47.85 million in total shareholders' equity.

John F. Meier, chairman and chief executive officer said, "We were
pleased with the solid sales improvements we saw in the Glass
Operations segment in the second quarter.  Sales in China and
Europe were particularly strong, and we were encouraged by the
improved performance of the U.S. foodservice business in May and
June.  Adjusted EBITDA results were also solid, considering we had
an all-time record Adjusted EBITDA in the second quarter of 2010,
and the second quarter of 2011 only included one month of results
from Traex."

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

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.

                           *     *     *

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


LIBERTY STATE: Launch Chapter 11 to Ward Off Receiver Threat
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Liberty State Financial
Holdings Corp. and two subsidiaries filed for Chapter 11
bankruptcy Friday in an aim to ward off the threat of a state
court-appointed receiver.


LIBERTY STATE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Liberty State Benefits of Delaware Inc.
        1201 Orange Street, Suite 600
        Wilmington, DE 19801

Bankruptcy Case No.: 11-12404

Chapter 11 Petition Date: July 29, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Garvan F. McDaniel, Esq.
                  BIFFERATO GENTILOTTI LLC
                  800 N. King Street, Plaza Level
                  Wilmington, DE 19801
                  Tel: (302) 429-1900
                  Fax: (302) 429-8600
                  E-mail: gmcdaniel@bglawde.com

                         - and -

                  Mary E. Augustine, Esq.
                  BIFFERATO GENTILOTTI
                  800 N. King Street, Plaza Level
                  Wilmington, DE 19801
                  Tel: (302) 429-1900
                  Fax: (302) 429-8600
                  E-mail: maugustine@bglawde.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/deb11-12404.pdf

The petition was signed by Anthony R. Thompson, chairman of the
board.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                                Case No.
        ------                                --------
Liberty State Benefits of Pennsylvania, Inc.  11-12405
Liberty State Financial Holdings Corp.        11-12406


LODGENET INTERACTIVE: Incurs $2.9 Million Net Loss in 2nd Qtr.
--------------------------------------------------------------
LodgeNet Interactive Corporation reported a net loss of
$2.92 million on $106.63 million of total revenues for the three
months ended June 30, 2011, compared with a net loss of
$3.14 million on $113.07 million of total revenues for the same
period a year ago.

The Company also reported a net loss of $3.83 million on
$214.36 million of total revenues for the six months ended
June 30, 2011, compared with a net loss of $5.64 million on
$231.12 million of total revenues for the same period during the
prior year.

The Company's balance sheet at June 30, 2011, showed
$419.22 million in total assets, $470.10 million in total
liabilities, and a $50.87 million total stockholders' deficiency.

"In the second quarter we continued to make significant progress
on our strategic initiatives, delivering financial results solidly
in line with our guidance," said Scott C. Petersen, LodgeNet
Chairman and CEO.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/f3S7Gs

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $11.68 million on $452.17
million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.15 million on $484.49 million of
total revenue during the prior year.

                        *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LONE STAR: Moody's Upgrades Rating on Class B Notes From 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating of these notes
issued by Lone Star CBO Funding Ltd.:

US$30,400,000 Class B Floating Rate Senior Subordinated Notes Due
2012 (current outstanding balance of $30,346,747), Upgraded to A1
(sf); previously on July 22, 2010 Upgraded to Ba1 (sf).

RATINGS RATIONALE

According to Moody's, the rating action taken on the Class B Notes
is primarily a result of the substantial delevering of the Class A
Notes, which have been paid down in full since the rating action
in July 2010. As a result of the delevering, the Senior Sub.
Principal Coverage ratio has improved since the rating action in
July 2010. Based on the latest trustee report dated July 15, 2011,
the Senior Sub. Principal Coverage ratio is reported at 116.6%
versus 102.6% in June 2010. Moody's notes that the credit quality
of the underlying portfolio has otherwise remained relatively
stable. The rating action also applies Moody's revised CLO
assumptions described in "Moody's Approach to Rating
Collateralized Loan Obligations" published in June 2011, whose
primary changes to the modeling assumptions include (1) a removal
of the temporary 30% default probability macro stress implemented
in February 2009 as well as (2) increased BET liability stress
factors and increased recovery rate assumptions.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of $35.5 million, a
weighted average default probability of 1.396% (implying a WARF of
1667), a weighted average recovery rate upon default of 28.33%,
and a diversity score of 10. The default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CBO liability being reviewed. The default
probability is derived from the credit quality of the collateral
pool and Moody's expectation of the remaining life of the
collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. In each case, historical and market
performance trends and collateral manager latitude for trading the
collateral are also factors.

Lone Star CBO Funding Ltd. issued on December 14, 2000, is a
collateralized bond obligation backed primarily by a portfolio of
senior unsecured bonds.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011. This publication incorporates rating criteria that
apply to both collateralized loan obligations and collateralized
bond obligations.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011. In addition, due to the low
diversity of the collateral pool, CDOROM 2.8 was used to simulate
a default distribution that was then applied as an input in the
cash flow model.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2013 and
2015 which may create challenges for issuers to refinance. CDO
notes' performance may also be impacted by 1) the manager's
investment strategy and behavior and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are:

1) Delevering: The main source of uncertainty in this transaction
   is whether delevering from unscheduled principal proceeds will
   continue and at what pace. Delevering may accelerate due to
   high prepayment levels in the bond/loan market and/or
   collateral sales by the manager, which may have significant
   impact on the notes' ratings.

2) Lack of portfolio granularity: The performance of the portfolio
   depends to a large extent on the credit conditions of a few
   large obligors that are rated Caa1 or lower/non investment
   grade, especially when they experience jump to default. Due to
   the deal's low diversity score and lack of granularity, Moody's
   supplemented its typical Binomial Expansion Technique analysis
   with a simulated default distribution using Moody's CDOROM(TM)
   software and/or individual scenario analysis.

3) The deal has a pay-fixed receive-floating interest rate swap
   that is currently out of the money. If fixed rate assets prepay
   or default, there would be a more substantial mismatch between
   the swap notional and the amount of fixed assets.


LOS ANGELES DODGERS: Souvenir Seller Wants Quick Decision
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Facility Merchandising Inc., the purveyor of
souvenirs and non-consumable goods at Dodgers Stadium, filed
papers asking the bankruptcy court to require the Los Angeles
Dodgers baseball club to make an immediate decision on whether to
assume or terminate its contract.

According to the report, FMI says it lost $2.5 million during the
first two seasons of the contract that began in 2010.  Unless the
team uses bankruptcy to terminate the contract, it will run
through the 2017 season, the company said.

The report relates that FMI seeks to avoid a situation where it
pays the $4 million guarantee to the Dodgers this season plus a
$500,000 signing bonus, only to have the contract rejected.  At an
Aug. 16 hearing, FMI wants the judge to force the Dodgers into
making an early decision on assumption or rejection.

                   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 professional sports team in North
America to have sought bankruptcy protection, and the fifth
baseball club to have done so, after the Texas Rangers in 2010;
the Chicago Cubs in 2009; the Baltimore Orioles in 1993; and the
Seattle Pilots in 1970.  The other seven teams were from the
National Hockey League, including the Phoenix Coyotes in 2009.


MACH GEN: S&P Cuts Rating on $160-Mil. Debt Facilities to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on U.S.
electricity generator MACH Gen LLC's $160 million first-lien
facilities to 'B' from 'BB-'. The downgrade stems from increased
refinancing risk given the approaching first-lien maturity on Feb.
22, 2012 and increased uncertainty in the debt market. First-lien
debt consists of a $100 million first-lien working-capital
revolving credit facility due Feb. 22, 2012 ($15 million drawn at
Dec. 31, 2010, down from $45 million drawn at Dec. 31, 2009), and
$60 million first-lien synthetic letter of credit (LOC) facility
due Feb. 22, 2013 ($46 million of LOCs issued at Dec. 31, 2010,
down from $54 million at Dec. 31, 2009).

"At the same time we changed the outlook to negative from stable,
reflecting the increased possibility that the project may not
refinance the first-lien debt before its maturity date. The
recovery rating on the first-lien senior secured debt obligations
remains '1', reflecting our expectation of very high (90% to 100%)
recovery of principal if a default occurs," S&P related.

"The project faces refinancing risk related to the outstanding
balance drawn on the $100 million first-lien revolver, which it
must repay in February 2012 and the $60 million first-lien
synthetic LOC facility that expires in February 2013," said
Standard & Poor's credit analyst Matthew Hobby.

The revolver balance typically fluctuates between about $15
million and about $45 million. Any new lenders will need to post
cash for any amount drawn on the revolver and replace the $60
million that secures the LOC. The $160 million of potential first-
lien debt represents about $63 debt per kilowatt (kW) on the 2,532
megawatt portfolio of combined-cycle gas turbine plants.

"The negative outlook reflects our expectation that the high
second-lien debt burden will make it difficult to refinance the
remaining first-lien facilities in 2012 and 2013 despite the low
first-lien leverage. The intercreditor agreement permits
refinancing of the first-lien facilities, but limits the
refinancing interest rate. Although the PIK debt has no remedies
while the first-lien debt remains outstanding, the full effects of
the steadily increasing second-lien PIK debt remain uncertain. Any
potential asset sales would be a positive credit development for
first-lien lenders," S&P added.


MADISON HOTEL: Plan Promises to Fully Pay Creditors Over Time
-------------------------------------------------------------
Madison Hotel LLC and Madison Hotel Owners, LLC, have filed with
the bankruptcy court a proposed Chapter 11 plan that promises to
pay creditors over time.

The Debtor's hotel property is encumbered by a lien presently held
by 62 Madison Lender, LLC, which the lender asserts is in the
amount of approximately $21,641,779 on account of a building loan.
In addition, Madison Hotel Owners, LLC's membership interest in
Madison Hotel LLC is encumbered by a lien in the amount of
$5,000,000 on account of a mezzanine loan held by an affiliate of
the lender, Nomad Mezz Lending, LLC.

The Debtor's general unsecured claims total $1,113,689 plus a
disputed general unsecured claim in the amount of $4,121,261 filed
by Express Service Capital, Inc.

The Plan proposes to pay the Building Loan over time on terms that
would be the indubitable equivalent of a market based note and
mortgage.  The Debtors will provide monthly interest payments on
the Allowed Amount of the Claim at an annual interest rate of 5.5%
for 60 months, plus monthly amortization payments based upon a 30-
year amortization schedule.  Outstanding principal amount will be
due at maturity, subject to a 60-month renewal at then prevailing
market rates.

As to the Mezzanine Loan, the Debtors' intention is to simply pay
the amount due in full under the Plan.  Payment will be in full in
cash on the Effective Date with interest at the contract rate.
The lender is unimpaired on account of the mezzanine loan.

As to the general unsecured claims, 25% of the allowed amount will
be paid in cash on the Effective Date, 25% will be paid on the 6
month anniversary of the Effective Date, 25% will be paid on the
1-year anniversary of the Effective Date, and 25% will be paid on
the 18-month anniversary of the Effective Date.  The amount due
will accrue interest at the Legal Rate from the Petition Date
through the final payment. Payment will be jointly and severally
due by Owner and Hotel.

Holders of equity interests in the Debtors are entitled to
maintain ownership of interests in exchange for advancing
sufficient funds to pay the Effective Date amounts due under the
Plan, plus such amounts as may be necessary to ensure payment of
post-Effective Date amounts.

The Chapter 11 cases have not been substantively consolidated and
the Plan is actually comprised of two plans -- separate plans for
each Debtor.  A copy of the disclosure statement explaining the
Plan is available for free at:

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

                        About Madison Hotel

Madison Hotel, LLC, owns the 72 room 12-story hotel located at 62
Madison Avenue, New York, New York.  Madison Hotel Owners LLC owns
100% of the membership interests of Madison Hotel, LLC.  The
Debtors estimate that the value of the hotel property is
$32 million.  An appraisal is pending.

Prepetition, after a building loan went into arrears, a
foreclosure action was commenced, and a receiver appointed.   The
receiver has continued to operate the hotel postpetition.

Madison Hotel, LLC, based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011.
Judge Martin Glenn presides over the case.  Mark A. Frankel, Esq.,
at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy
counsel.  In its schedules, the Debtor disclosed $33.6 million in
assets and $26.1 million in liabilities as of the Chapter 11
filing.


MANATEE ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Manatee Enterprises, LLC
        6381 Metro Plantation Road
        Fort Myers, FL 33966

Bankruptcy Case No.: 11-14564

Chapter 11 Petition Date: July 29, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

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

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

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

The petition was signed by Thomas J. McAfee, Jr., president.

Affiliate simultaneously filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Titan Mfg., Inc.                      11-14557            07/29/11


MARISCOS ENSENADA: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mariscos Ensenada Restaurant, Inc.
        3622 W. 5th Street
        Santa Ana, CA 92703

Bankruptcy Case No.: 11-20635

Chapter 11 Petition Date: July 29, 2011

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

Debtor's Counsel: Rick Gaxiola, Esq.
                  LAW OFFICES OF RICK GAXIOLA
                  8556 Nuevo Avenue
                  Fontana, CA 92335
                  Tel: (909) 356-9596
                  Fax: (909) 385-1065
                  E-mail: gaxlaw@charter.net

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-20635.pdf

The petition was signed by Maria Ramos, president.


MERCER INTERNATIONAL: S&P Raises CCR to 'B+' on Debt Reduction
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on pulp producer Mercer International Inc. to 'B+'
from 'B'. The outlook is stable.

"At the same time we raised our issue-level rating on Mercer's
senior unsecured debt to 'B+' from 'B' and revised our recovery
rating on the debt to '3' from '4'. A '3' recovery rating
indicates our expectations of meaningful (50%-70%) recovery in a
default scenario," S&P said.

"We base the upgrade on the company's debt reduction, stable cash
flows from electricity generation, and strong credit metrics,"
said Standard & Poor's credit analyst Jatinder Mall.

"The ratings on Mercer reflect our view of the company's limited
product diversity, significant earnings volatility for its single
product, and its vulnerability to changes in foreign exchange
rates. We believe these weaknesses are mitigated in part by the
company's low cost position, good market position in the northern
bleached softwood kraft (NBSK) pulp industry, and stable
electricity revenues that cover annual interest expense," S&P
related.

Through its Germany-based Rosenthal and B.C.-based Celgar
facilities, Mercer produces NBSK pulp. These two subsidiaries are
restricted by the terms of the company's senior unsecured note
indenture. As a result, Standard & Poor's bases its assessment of
the company's credit risk on the business risk and financial risk
profiles of the restricted group only.

The stable outlook reflects Standard & Poor's expectation that,
while pulp price will be modestly lower, demand for NBSK pulp will
remain robust. Furthermore electricity generation revenues from
Celgar will help offset some of the decline in cash flows due to
lower pulp prices. "We also expect Mercer's liquidity position to
improve further on higher cash flow generation. We could lower the
ratings if a decline in pulp prices leads to leverage of 4.0x-4.5x
and there is a meaningful decline in liquidity from current
levels. A positive rating action in the near term is unlikely
given Mercer's limited asset and product diversity," S&P stated.


MK BRODY: Rising Taxes, Healthcare Costs Blamed for Bankruptcy
--------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Lee Kaufman, owner of helium-filled balloon
distributor M.K. Brody & Co., blames the company's bankruptcy
filing on:

     -- property taxes for the company's downtown Chicago
        Headquarters -- a corner warehouse that holds between five
        million and 10 million balloons -- that rose 74% this
        year;

     -- the came unexpected health-care costs for the company's
        11 full-time employees; and

     -- a Detroit competitor that pressed Brody for royalties once
        paid by a smaller company that Brody recently bought out.

Chicago, Illinois-based M.K. Brody & Co., Inc., dba Brody's 800-4-
Balloons, distributes balloons to retailers who purchase them in
both foil and latex varieties.  It filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-30719) on July 27, 2011.  Judge A.
Benjamin Goldgar presides over the case.  Robert W. Glantz, Esq.,
David L. Shaw Shaw Gussis Fishman Glantz Wolfson & Towbin LLC,
serves as bankruptcy counsel.  In its petition, the Debtor
estimated under $1 million in assets and debts of $1 million to
$10 million.  The petition was signed by Lee Kaufman, president.


MONEYGRAM INT'L: Reports $26.4-Mil. Net Income in June 30 Qtr.
--------------------------------------------------------------
MoneyGram International, Inc., reported net income of
$26.40 million on $309.95 million of total revenue for the three
months ended June 30, 2011, compared with net income of
$6.84 million on $283.89 million of total revenue for the same
period during the prior year.  The Company also reported net
income of $40.45 million on $603.97 million of total revenue for
the six months ended June 30, 2011, compared with net income of
$22.79 million on $35.57 million of total revenue for the same
period a year ago.

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

"With the recapitalization behind us, the highlight for the second
quarter is clearly our double-digit growth in money transfer
revenue, transactions and locations, all of which accelerated from
the first quarter.  I've said that our focus needed to be on
improving top-line growth and we are achieving our expectations in
this area," said Pamela H. Patsley, MoneyGram chairman and chief
executive officer.  "Yet, to more competitively position us for
future growth we've also been re-investing in our core business.
These investments are focused on increasing the strength of our
global brand and enhancing our core infrastructure and global
operations.  While we are far from finished, the investments we
are making in our business are beginning to take hold and we are
heading in the right direction."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/InBD6A

                   About MoneyGram International

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

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

                         *     *     *

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


MONTESSORI CHILDERN'S: Files for Chapter 7 Liquidation
------------------------------------------------------
Ed Palatella at Erie Times-News reports that the Montessori
Children's House has filed for Chapter 7 bankruptcy (Bankr. W.D.
Pa. Case No. 11-____) in Erie, Pennsylvania, in which it must
liquidate its assets and go out of business to satisfy its debts.

Montessori Children's House estimated assets of no more than
$50,000 and estimated liabilities of up to $100,000.

According to the report, the private Montessori Children's House
of Erie lost its students when it closed in May, citing financial
difficulties.  The school soon will lose its physical assets,
which are few, to try to pay its creditors.

The report says a group of parents formed a finance committee in
mid-May to try to save the school, but the fiscal woes proved
overwhelming.

The, according to the report, school leased space in a strip plaza
at 2340 W. Grandview Blvd. in Millcreek Township.  With no real
estate, the school's most valuable assets are furnishings,
cabinets and appliances, all of which could be sold to raise money
for creditors.


MOONLIGHT BASIN: Proposing Settlement-Based Chapter 11 Plan
-----------------------------------------------------------
Moonlight Basin Ranch, L.P. and its affiliated debtors are
proposing a Chapter 11 plan that contemplates their continued
operation of the Moonlight Basin Resort and payments to unsecured
creditors funded by the Debtors' prepetition lenders, Lehman
Brothers Holdings Inc. and Lehman Commercial Paper Inc.

According to the disclosure statement, as amended July 26, 2011,
payment of to the secured lenders will be pursuant to the terms of
a settlement entered into by the Debtors, the lenders and certain
insiders.  Holders of general unsecured claims will recover up to
30% of their claims.  Holders of equity interests won't receive
anything.

In September 2007, the lenders provided loans to the Debtors of
more than $170 million in exchange for, among other things, a
first lien on substantially all of the Debtors' assets.  The
Debtors have vigorously challenged the validity of those claims.

To settle the disputes, the parties reached a settlement.  The
settlement not only resolves the claims between the Debtors and
the Lenders, but also the claims between the Lenders and the
Insiders, including Lee Poole, the Debtors' principal, indirect
owner, who has agreed to transfer and transition certain assets to
the Lenders, provide certain representations and warranties to the
Lenders, cooperate in effectuating the smooth transfer of control
to the Lenders, and provide certain post-closing assistance in the
form of executing any documents as may become necessary following
the asset transfer to the Lenders and ensuring that certain
beverage licenses used in connection with operation of the Resort
remain in good standing.

To facilitate the settlement, the Lenders have agreed to fund over
$1,000,000 under the Plan in aggregate.  Specifically, the Lenders
agreed to:

    (i) establish a reserve in the amount of $154,040 (plus the
amount necessary to pay or satisfy costs that were incurred prior
to the Effective Date and have not yet been paid or have not yet
been Allowed as of the Effective Date, but which are subsequently
Allowed, which amount will be agreed to by the Debtors and the
Lenders in accordance with the terms of the Plan) to pay allowed
administrative expenses and costs associated with the
implementation of the Plan;

   (ii) establish a reserve in the amount of $258,185 to satisfy
in full allowed convenience claims (claims allowed in an amount
equal to or less than $10,000 or reduced to $10,000 by the
election of creditors);

  (iii) establish a reserve in the amount of $297,110 for the
benefit of allowed general unsecured claims;

   (iv) pay all cure amounts in connection with the assumption of
executory contracts or unexpired leases, which amounts are
estimated as of the date of this Disclosure Statement to be
$60,262;

    (v) pay secured claims, which are estimated to be $244,602;
and

   (vi) establish a reserve to pay allowed professional
compensation and reimbursement awards by the Bankruptcy Court for
compensation for services rendered or reimbursement of expenses
incurred through and including the Effective Date.

The Court's order granting the proposed procedures for soliciting
votes on the Plan established these dates and deadlines:

   * July 28, 2011: Disclosure Statement Hearing
   * July 28, 2011: Record Date
   * Aug. 26, 2011: Voting Deadline
   * Aug. 26, 2011: Plan Objection Deadline
   * Sep. 7, 2011: Plan Confirmation Hearing

                      About Moonlight Basin

Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski
resort in Montana.  The Company filed for Chapter 11 bankruptcy
protection on November 18, 2009 (Bankr. D. Mont. Case No.
09-62327).  Craig D. Martinson, Esq., and James A. Patten, Esq.,
who have offices in Billings, Montana, assist the Debtor in its
restructuring effort.  In its amended schedules, the Debtor
disclosed $45,519,089 in assets and $97,407,467 in liabilities as
of the petition date.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 petition (Bankr. D. Mont. Case No. 09-62329) on
November 18, 2009.  The Company estimated $10 million to
$50 million in assets and $50 million to $100 million in debts in
its Chapter 11 petition.


MOONLIGHT BASIN: Seeks Approval of Plan Settlement With Lenders
---------------------------------------------------------------
Moonlight Basin Ranch LP, and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Montana to approve the
Settlement and Sale Agreement dated July 22, 2011, entered among
the Debtors, insiders, certain third party defendants, and the
prepetition lenders.

Previously, the Debtors and certain insiders, including, among
others, Lee Poole, Six Shooter, JVLP, Tim William Anderson, and
Moonlight Holdings, have reached a settlement and compromise with
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.,
the terms of which contemplate a consensual chapter 11 plan of
reorganization, the continued operation of the Debtors'
businesses, and the Debtors' emergence from the chapter 11 cases,
while ensuring a maximum recovery for unsecured creditors funded
by the Lenders.

In September 2007, the Lenders provided loans to the Debtors of
more than $170 million pursuant to certain Prepetition Loan
Documents and certain of the Insiders guaranteed the loans.  As
security for the loans, the Debtors granted the Lenders, among
other things, a first lien on substantially all of the Debtors'
assets.

Pursuant to an order of the Court, the Debtors are authorized to
obtain postpetition financing from the Lenders up to the aggregate
amount of $24 million.  As security for the DIP Financing, the
Debtors granted the Lenders super-priority administrative expense
claims in the chapter 11 cases, subject to certain carve-outs, and
a first priority, valid, binding, enforceable and non-avoidable
liens upon all property of the Debtors' estate.  As of July 22,
2011, approximately $10,884,000 remains outstanding under the DIP
Financing.

After months of litigation and attempts to reach a consensual
resolution, including a mediation session before Judge John L.
Peterson, and with trial in the Adversary Proceeding approaching,
the parties again engaged in settlement discussions, agreed to the
terms of a compromise and settlement.

Because the Lenders' Claims, if allowed, substantially exceed the
value of the Debtors' assets and because of the DIP Financing
Liens, if the Lenders prevail in the litigation and their claims
are allowed, the holders of prepetition unsecured claims against
the Debtors, well as certain holders of administrative and
priority claims, will receive no recovery on account of their
claims.  In contrast, as part of the settlement, the Lenders have
agreed to make substantial payments to unsecured creditors.  The
settlement also provides for a payment by the Lenders to Lee
Poole, the Debtors' principal indirect owner and an Insider, in
consideration of his transfer and transition of certain assets to
the Lenders (to facilitate the continued operation of the Debtors'
businesses), the settlement of his claims against the Lenders, the
representations and warranties he provides in the Settlement and
Sale Agreement, and certain releases granted by Lee Poole and the
other Debtor Parties to the Lenders.  More specifically, it is
through Lee Poole's cooperation in providing information and
documentation that the smooth transition of the Debtors'
businesses to the Lenders or their designee(s) may be facilitated.
Such cooperation will help minimize costs and expenses during the
transition of ownership.  Lee Poole's assistance has allowed for a
continuity of the Debtors' businesses that could only be achieved
through a consensual transfer of the assets.

The terms of the Plan are based upon a settlement of disputes
regarding, among other things, the validity of the Prepetition
Loan Documents, the validity of the Lenders' liens against
substantially all of the assets of the Debtors pursuant to the
Prepetition Loan Documents, the Lenders' rights to recover the
aggregate outstanding balance under the Prepetition Loan Documents
of more than $180 million, and the Lenders' rights against certain
guarantors that are Insiders.

The material terms of the Sale and Settlement Agreement are:

   1. The Plan Effective Date occurs when, (i) each of the
Debtors, at Closing, will transfer, in each case free and clear of
all liens, encumbrances or other charges of any kind whatsoever
other than certain permitted encumbrances acceptable to the
Lenders, to the Lender Designee(s) all of its respective assets
and property of any kind or character; and (ii) the Insiders,
including Lee Poole, will transfer, or cause the transfer of, any
assets owned by them or their affiliates related to or used in
connection with Moonlight Basin Resort, other than certain
excluded assets acceptable to the Lenders.  The purchased assets
include, without limitation, all real, personal, intangible, or
other property related to the Moonlight Basin Resort, all of the
Debtors' cash on hand, and all rights, licenses, franchises, and
permits required for operation of the Moonlight Basin Resort.

   2. The purchase price payable for the Purchased Assets will be
$43,200,000.  The Lenders will pay by crediting a portion of the
Prepetition Indebtedness in the amount of the Purchase Price
pursuant to Section 363(k) of the Bankruptcy Code at Closing.

   3. Upon Closing, the Lenders will pay or cause to be paid to
Lee Poole the amount of $3,500,000 in consideration for the
transfer of the Insider Purchased Assets, the settlement of his
claims against the Lenders, his cooperation in ensuring the smooth
transfer of assets, the representations and warranties he provides
in the Settlement and Sale Agreement, and the releases granted by
the Insiders to the Lenders in the Settlement and Sale Agreement.

   4. Fiduciary Duties.  Each of the Debtors and any director or
officer thereof, in such person's capacity as a director or
officer of any such Debtor will be entitled to take any action, or
to refrain from taking any action, inconsistent or contrary to the
terms of the Settlement and Sale Agreement, including, but not
limited to, a decision to terminate the Settlement and Sale
Agreement, that such person determines in good faith, after
consultation with counsel, it is obligated or advised to take in
the exercise of its fiduciary obligations under applicable law.

   5. The termination rights to the Lenders and the Debtor Parties
upon the occurrence of certain specified events or the failure to
occur of certain specified events.  Such termination rights
include, among others, that the (i) Lenders and Debtor Parties may
terminate based on the failure to meet any of the Plan Milestones,
including that the Plan Effective Date occur no later than
November 15, 2011 and (ii) the Debtor Parties may terminate if a
Fiduciary Out arises.

   6. The Debtor Parties agree to use commercially reasonable
efforts to obtain confirmation and consummation of the Plan, and
each Party agrees to use its commercially reasonable efforts to
support confirmation and consummation of the Plan.

   7. Provided that the Plan Effective Date and Closing occur, the
applicable Lender Designee(s) will, on the Closing Date, assume
any liabilities directly related to executory contracts or
unexpired leases expressly assumed by the Lenders and/or the
Lender Designee(s) pursuant to the Settlement and Sale Agreement.

   8. The Lenders and the Debtor Parties agree to exchange mutual
releases releasing each other from all claims at the closing of
the Settlement and Sale Agreement.  Additionally, at the Closing,
the Parties will dismiss, with prejudice, the Adversary
Proceeding, the Foreclosure Action, and all other litigations
currently or then pending among any of them.

The Lenders' funding under the Plan will allow distributions to be
made to the creditors and will facilitate the Debtors' emergence
from Chapter 11.  Specifically, the Lenders have agreed to provide
an amount of cash sufficient to:

   i) establish a reserve in the amount provided for in the
Disclosure Statement to pay allowed administrative expenses and
costs associated with the implementation of the Plan;

  ii) establish a reserve in the amount provided for in the
Disclosure Statement to provide pro rata distributions to holders
of allowed general unsecured claims;

iii) establish a reserve in the amount necessary to satisfy in
full allowed convenience claims (which are claims allowed in an
amount equal to or less than $10,000 or reduced to $10,000 by the
election of creditors);

  iv) pay all cure amounts in connection with the assumption of
executory contracts or unexpired leases;

   v) pay secured claims; and

  vi) establish a reserve to pay allowed professional compensation
and reimbursement awards by the Bankruptcy Court for compensation
for services rendered or reimbursement of expenses incurred
through and including the Effective Date.

                      About Moonlight Basin

Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski
resort in Montana.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Mont. Case No. 09-62327) on Nov. 18, 2009.
Craig D. Martinson, Esq., and James A. Patten, Esq., who have
offices in Billings, Montana, assist the Debtor in its
restructuring effort.  In its amended schedules, the Debtor
disclosed $45,519,089 in assets and $97,407,467 in liabilities as
of the petition date.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 petition (Bankr. D. Mont. Case No. 09-62329) on
Nov. 18, 2009.  The Company estimated $10 million to $50 million
in assets and $50 million to $100 million in debts in its Chapter
11 petition.


MOONLIGHT BASIN: U.S. Trustee Wants Examiner to Probe Owner
-----------------------------------------------------------
Robert D. Miller Jr., the U.S. Trustee, asks the U.S. Bankruptcy
Court for the District of Montana to appoint a Chapter 11 examiner
in the case of Moonlight Basin Ranch LP.

The examiner will investigate fraud, dishonesty, incompetence,
misconduct, mismanagement, or irregularity in the management of
the affairs of the Debtor of or by current or former management of
the Debtor if such appointment is in the interests of creditors or
if the Debtors' fixed, liquidated, unsecured debts, other than
debts for goods, services, or taxes, or owning to an insider,
exceed $5 million.

According to the U.S. Trustee, Lee Poole, the indirect owner of
the Debtors, has a significant conflict of interest and has
demonstrated his unwillingness to be perfectly candid and honest
with the Court, the Debtors' creditors and other parties in
interest.

Mr. Poole stands to receive $3.5 million for his cooperation with
Lehman.  Unstated but also true is the fact that his personal
guarantee of Lehman's $200 million claims are going to be
extinguished as well.  That is, assuming that the figure portrayed
in the Disclosure Statement is correct, and Lehman is going to
purchase all of the Debtors' assets for approximately $40 million,
then Lehman would come away with a $160 million deficiency claim
against Lee Poole.  The deal means that Mr. Poole is going to
receive $163.5 million.  Not only is Mr. Poole's $160 million
personal liability to Lehman for its deficiency claim going away,
but Lehman has decided to give Mr. Poole an extra $3.5 million
kicker for his cooperation.

Lehman's efforts to justify this payment in the DS, which it no
doubt had a significant had in drafting, is insufficient to allay
suspicions of fraud and dishonesty on the part of Mr. Poole.  Even
under the best of circumstances, it is doubtful that Mr. Poole
would have prevailed in his own personal litigation against Lehman
to the tune of a $163.5 million judgment.  But because Mr. Poole
controlled what happened in the context of his own claims and in
the context of the Debtors' claims, someone needs to investigate
the bona fides of this whole deal.

The U.S. Trustee is represented by:

         Neal G. Jensen, Esq.
         Assistant United States Trustee
         Office of United States Trustee
         Liberty Center, Suite 204
         301 Central Avenue
         Great Falls, MT 59401
         Tel: (406) 761-8777
         Fax: (406) 761-8895
         E-mail: neal.g.jensen@usdoj.gov

                      About Moonlight Basin

Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski
resort in Montana.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Mont. Case No. 09-62327) on Nov. 18, 2009.
Craig D. Martinson, Esq., and James A. Patten, Esq., who have
offices in Billings, Montana, assist the Debtor in its
restructuring effort.  In its amended schedules, the Debtor
disclosed $45,519,089 in assets and $97,407,467 in liabilities as
of the petition date.

Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 petition (Bankr. D. Mont. Case No. 09-62329) on
November 18, 2009.  The Company estimated $10 million to
$50 million in assets and $50 million to $100 million in debts in
its Chapter 11 petition.


MOSES TAYLOR: S&P Affirms Rating on Revenue Debt at 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook to
stable from negative and affirmed its 'B-' long-term rating on
Scranton-Lackawanna Health & Welfare Authority, Pa.'s revenue
debt, issued for Moses Taylor Hospital.

"The revised outlook reflects our opinion of MTH's improved
operating results for the 2011 interim period," said Standard &
Poor's credit analyst Jessica Goldman. "While management states
there are no covenant violations to date, as reflected by the 'B-'
rating, we believe the organization is vulnerable to nonpayment
but currently has the capacity to meet its financial commitment on
the obligation," said Ms. Goldman.

The 'B-' rating reflects Standard & Poor's assessment of MTH's:

    Very weak balance sheet characterized by 16 days' cash on hand
    as of May 31;

    "Continued operating losses in fiscal 2010, though we see
    improvement in fiscal 2011 through May 31," S&P related; and

    Location in a competitive, overcrowded market that is
    potentially undergoing quite a bit of change with announced
    mergers.

In July 2011, MTH announced plans to sell its facilities to
Community Health Systems Inc. "We have not factored this deal into
our rating analysis because we believe the rated debt will be paid
if the transaction moves forward as expected," S&P related.

The stable outlook and 'B-' rating reflects Standard & Poor's view
of the credit risks regarding MTH's general ability to improve on
the continued operating losses and very weak liquidity position.
If the sale transaction proceeds as expected, Standard & Poor's
expects to withdraw the debt rating. If MTH doesn't complete the
deal as expected, Standard & Poor's believes the thin
profitability and liquidity position will likely limit upward
rating potential.


MPG OFFICE: To Swap 262,981 Common Shares with Preferred Shares
---------------------------------------------------------------
MPG Office Trust, Inc., on July 27, 2011, agreed to issue 262,981
shares of its Common Stock, par value $0.01, in exchange for
50,995 shares of its $0.01 par value, 7.625% Series A Cumulative
Redeemable Preferred Stock pursuant to the terms of an Exchange
Agreement dated July 27, 2011.  For purposes of this exchange, the
exchange ratio is 5.157 shares of Common Stock for each share of
Preferred Stock, with the Preferred Stock valued at $16.50 per
share and the Common Stock valued at $3.20 per share, the closing
price on July 27, 2011.

The shares of Common Stock to be issued in the exchange will be
exchanged by the Company with an existing stockholder and will be
exchanged in reliance on the exemption from registration provided
in Section 3(a)(9) of the Securities Act of 1933, as amended, and
corresponding provisions of state securities laws.  No commission
or other remuneration will be paid or given directly or indirectly
for soliciting such exchange.

A full-text copy of the Exchange Agreement is available for free
at http://is.gd/l42S8v

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at March 31, 2011, showed
$2.72 billion in total assets, $3.80 billion in total liabilities,
and a $1.08 billion in total deficit.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


MSC SOFTWARE: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
MSC Software Corporation as well as a B2 to its proposed senior
secured debt facilities. The debt will be used to refinance
existing debt and pay a dividend to shareholders. The company is
majority owned by the private equity firm, Symphony Technology
Group. The ratings outlook is stable.

The following ratings were assigned:

Corporate family rating: B2

Probability of default: B3

$20 million senior secured revolver due 2016, B2, LGD3, 31%

$215 million senior secured term loan due 2017, B2, LGD3, 31%

Outlook: stable

RATINGS RATIONALE

The B2 corporate family rating is driven by the relatively small
size (approximately $200 million in revenue) and high leverage
(approximately 4.0x at closing with potential to increase close to
5.0x with subsequent debt financed dividends) of the business but
recognizes the long term niche position providing finite element
analysis and related simulation software to the automotive,
aerospace and defense industries. However, the company is in the
midst of a turnaround initiated by the Symphony installed
management team and given the potential for additional leverage,
the company is not considered strongly positioned in the rating
category. The company experienced significant declines in
performance between 2005 and 2010 but since going private in
December 2009, the new management team has significantly improved
the cost structure of the business and refocused the business on
its original core products. The company is also showing signs of
improving revenues with first half 2011 revenues estimated to have
increased 6% over the prior year period. While Moody's expects the
company will continue the recent improving revenue trends, the
turnaround of the company is still underway. Free cash flow to
debt is expected to be between 7% and 12% post closing (depending
on additional debt financed distributions) and overall liquidity
is expected to be good supported by an estimated $40 million of
cash and undrawn $20 million revolver which should provide
adequate cushion as the company continues its turnaround program.

The stable outlook reflects the expectation that the simulation
market will continue to grow and company will continue improve
revenues and EBITDA. Any reversal in growth or cash flow or
indication the turnaround is facing difficulty could however lead
to downward rating pressure. A ratings upgrade is not likely in
the near term.

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

MSC Software is a provider of simulation and analysis software
primarily for mechanical engineering applications. The company,
based in Santa Ana, CA had 2010 revenues of $198 million (all
revenue figures on a non-GAAP basis pro forma for purchase
accounting adjustements).


NABEEL & AMAAN: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Nabeel & Amaan Investments, Inc.
        9112 N Broadway St.
        Houston, TX 77034-3601

Bankruptcy Case No.: 11-36392

Chapter 11 Petition Date: July 28, 2011

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

Judge: Karen K. Brown

Debtor's Counsel: Samuel L. Milledge, Esq.
                  MILLEDGE LAW FIRM, P.C.
                  10333 Northwest Frwy, Suite 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  E-mail: milledge@milledgelawfirm.com

Scheduled Assets: $2,800,000

Scheduled Debts: $2,264,102

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Milledge Law Firm, P.C.   Attorney Fees          $8,962
10333 Northwest Freeway,
Ste. 202
Houston, TX 77092

The petition was signed by Shakeel Udine, president.


NEBRASKA BOOK: Can Hire Pachulski Stang as Bankruptcy Co-Counsel
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Nebraska Book Company, Inc., et
al., to employ Pachulski Stang Ziehl & Jones as co-counsel.

As reported in the Troubled Company Reporter on July 12, 2011, the
hourly rates of PSZ&J personnel range from $245 to $895.

To the best of the Debtors' knowledge, PSZ&J is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the petition date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688. Nebraska Book Company
disclosed $127,656,774 in assets and $447,027,138 in liabilities
as of the Chapter 11 filing.

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

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

The U.S. Trustee appointed in the case of the Debtor an official
creditors' committee composed of two indenture trustees and three
trade suppliers.  Lowenstein Sandler LLP represents the Committee,
and Mesirow Financial Inc., serves as financial advisers.


NEBRASKA BOOK: Kirkland & Ellis OK'd to Handle Reorganization Case
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Nebraska Book Company, Inc., et al., to employ Kirkland & Ellis
LLP as counsel.

As reported in the Troubled Company Reporter on July 22, 2011,
Kirkland is expected to, among other things:

   a. attend meetings and negotiate with representatives of
   creditors and other parties in interest;

   b. take all necessary actions to protect and preserve the
   Debtors' estates, including prosecuting actions on the Debtors'
   behalf, defending any action commenced against the Debtors, and
   representing the Debtors in negotiations concerning litigation
   in which the Debtors are involved, including objections to
   claims filed against the Debtors' estates; and

   c. prepare pleadings in connection with these chapter 11 cases,
   including motions, applications, answers, orders, reports, and
   papers necessary or otherwise beneficial to the administration
   of the Debtors' estates.

The hourly rates of Kirkland's personnel are:

         Partners                   $590 - $995
         Of Counsel                 $450 - $965
         Associates                 $360 - $715
         Paraprofessionals          $145 - $305

These professionals are expected to have primary responsibility
for providing services to the Debtors:

         Marc Kieseistein, P.C.        $985
         Chad J. Husnick               $695
         Daniel R. Hodgman             $590

In addition, as necessary, other Kirkland professionals and
paraprofessionals will provide services to the Debtors.

Kirkland received $250,000 as classic retainer on Dec. 23, 2010.
In addition, the Debtors paid subsequent classic retainers for
$150,000 on March 29, 2011, and $200,000 on June 24.

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

                    About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the petition date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688. Nebraska Book Company
disclosed $127,656,774 in assets and $447,027,138 in liabilities
as of the Chapter 11 filing.

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

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

The U.S. Trustee appointed in the case of the Debtor an official
creditors' committee composed of two indenture trustees and three
trade suppliers.  Lowenstein Sandler LLP represents the Committee,
and Mesirow Financial Inc., serves as financial advisers.


NEBRASKA BOOK: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Nebraska Book Company, Inc., filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------              -----------      -----------
  A. Real Property                 $24,770,762
  B. Personal Property            $102,886,012
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $227,951,167
  E. Creditors Holding
     Unsecured Priority
     Claims                                                  $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $219,075,971
                                  ------------     ------------
        TOTAL                     $127,656,774     $447,027,138

Debtor-affiliates also filed their respective schedules,
disclosing:

                                     Assets         Liabilities
                                   -----------      -----------
College Bookstores of America Inc  $31,541,597     $413,437,092
Net Textstore, LLC                  $1,996,946     $404,780,004
NBC Acquisition Corporation        $26,614,547     $105,755,031
NBC Textbooks, LLC                 $36,371,075     $405,100,673
NBC Holdings Corporation                    $0      $26,378,725
Specialty Books, Inc.               $1,819,543     $405,022,225

                     About Nebraska Book Company

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

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

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

The U.S. Trustee appointed in the case of the Debtor an official
creditors' committee composed of two indenture trustees and three
trade suppliers.  Lowenstein Sandler LLP represents the Committee,
and Mesirow Financial Inc., serves as financial advisers.


NEW ERA: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: New Era Hospitality, Inc.
        5622 Havenwoods Drive
        Houston, TX 77066-2412

Bankruptcy Case No.: 11-36492

Chapter 11 Petition Date: July 30, 2011

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

Judge: Karen K. Brown

Debtor's Counsel: Samuel L. Milledge, Esq.
                  MILLEDGE LAW FIRM, P.C.
                  10333 Northwest Frwy., Suite 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  E-mail: milledge@milledgelawfirm.com

Scheduled Assets: $14,000,000

Scheduled Debts: $4,213,828

The petition was signed by Syed R. Mohiuddin, president.

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Milledge Law Firm, P.C.   Attorney Fees          $10,961
10333 Northwest Freeway,
Ste. 202
Houston, TX 77092


NEW YORK TIMES: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
The New York Times Co. to positive from stable. "At the same time,
we affirmed all existing ratings on the company, including the
'B+' corporate credit rating," S&P related.

Notwithstanding The New York Times' position as the third-largest
daily newspaper in the U.S., it is exposed to secular trends of
declining newspaper advertising revenues and readership. "The
company depends heavily on circulation and advertising in The New
York Times media group, which we estimate accounts for almost two-
thirds of total revenues. The company has a larger share of
recovering national advertising than its peers due to the broader
readership of The New York Times, but national as well as local
advertising are gradually moving online. The company's smaller
businesses, including its New England and regional newspapers,
have an even greater exposure to unfavorable secular trends and
weak local market conditions. Still, The New York Times newspaper
has a significant national presence and valuable brand equity,
which have been crucial supports to its second-quarter launch of a
digital subscription model charging heavy users. The company has
also has a more balanced mix of advertising and circulation
revenues, roughly 55% and 40%, than other newspaper publishers due
to higher newsstand and subscription pricing," S&P related.

Despite having only one quarter's results, the NYTimes.com paid
news site has demonstrated initial success in acquiring monthly
subscribers, stimulated, in part, by promotional discounts. It
remains uncertain how meaningful the company's new digital revenue
stream will become, and the subscriber conversion and retention
rates that will be achieved. "We see the risk that digital
circulation and advertising revenues may not grow sufficiently to
fully offset declining print advertising revenues over the
intermediate term," S&P related.

"We expect that revenues will decline at a low-single-digit
percentage rate in 2011 and 2012, and EBITDA will fall at a mid-
to high-single-digit percent rate due to less effective absorption
of fixed overhead," said Standard & Poor's credit analyst Hal
Diamond. "We believe the company will be able to maintain lease-
and pension-adjusted debt leverage under 4.5x through the end
of 2012, as lower EBITDA could be largely offset by debt reduction
if the company continues to make debt repayment a principal use of
cash flow."

"The positive rating outlook reflects our expectation that the
company will continue to generate meaningful discretionary cash
flow over the balance of 2011 and in 2012, providing the ability
to reduce debt leverage further. We would consider an upgrade of
the corporate credit rating to 'BB-' if we become convinced that
structural trends will stabilize, and if we view the company as
able to maintain debt leverage below 4x; more specifically, if
erosion of newspaper revenue abates or if the growth in digital
revenues significantly offsets declining print advertising,
leading to EBITDA and margin stability. Upgrade potential could be
derailed by a resumption of persistent newspaper declines
contributing to a contraction in the EBITDA margin and shrinking
discretionary cash flow, or if management chooses to resume paying
large dividends," S&P added.


NEXSTAR BROADCASTING: S&P Puts 'B' CCR on Watch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Irving,
Texas-based TV broadcaster Nexstar Broadcasting Group Inc. on
CreditWatch with negative implications.

The CreditWatch listing is in response to the company's
announcement that its board is exploring strategic alternatives to
maximize shareholder value, which could include a sale of the
company. Although the company has not made a decision to pursue
any specific transaction, the board's decision results in
considerable uncertainty regarding Nexstar's business and
financial strategy.

"We believe that a sale of the company, if pursued, could
releverage the balance sheet and cause a deterioration in
Nexstar's financial risk profile, especially if the new owner is a
financial investor," said Standard & Poor's credit analyst Deborah
Kinzer. "We believe the sale process could be affected by the
company's recent loss of three Fox affiliation agreements, and, in
our view, the reduced profit potential of such stations if they
operate as independent stations."

The company continues to operate with nine additional Fox-expired
affiliations and an apparent gap in the two companies' views of an
appropriate level of programming compensation (also called
"reverse retransmission compensation")
by Nexstar to Fox.

"Even if a sale of the company doesn't occur," added Ms. Kinzer,
"we believe there is a chance that the company's financial
investors could alternatively seek liquidity through dividend
distributions by Nexstar."

ABRY Partners LLC and its affiliated funds own a majority of
Nexstar's shares, controlling about 88% of the voting power. In
addition, ABRY holds five of the company's 10 board seats.

"In resolving our CreditWatch listing, Standard & Poor's will
evaluate the business and financial strategies of the new owner if
the company is sold, and will assess the resulting financial risk
profile. In the event that the company is not sold and the board
announces it is no longer exploring strategic alternatives, we
will assess the company's financial performance, including the
impact of any changes in the network affiliations of its stations.
We will also review the company's financial policy to determine
the likelihood of releveraging the balance sheet in order to
implement shareholder-favoring measures," S&P related.


NORTEL NETWORKS: Justice Dept. Said to be Probing Patent Deal
-------------------------------------------------------------
Thomas Catan, writing for The Wall Street Journal, reports that
people familiar with the matter said the U.S. Department of
Justice is intensifying an investigation into whether tech giants
including Apple Inc., Microsoft Corp. and Research in Motion Ltd.
could use a recently acquired trove of patents to unfairly hobble
competing smartphones using Google Inc.'s Android software.

A consortium of six companies last month paid $4.5 billion to
acquire a portfolio of 6,000 patents auctioned by the bankrupt
Canadian telecom equipment maker Nortel Networks Corp., thwarting
Google's interest.

According to the Journal, the final amount, five times Google's
original $900 million "stalking horse" bid, stunned observers and
raised concerns about how the consortium intended to use them.

The Journal's sources said the Justice Department is interviewing
consortium members on whether they have plans to file patent
infringement suits against handset makers using Google's Android
software.  They are also talking to others that could be adversely
affected.

The Journal relates the Nortel deal closed on Friday but Justice
could still impose conditions on the parties.

The Journal also notes that Google on Friday confirmed that it
purchased a number of patents from International Business Machines
Corp. related to memory and microprocessor chips, computer
architecture and online search engines.  A spokesman declined to
comment on the price paid.

According to the Journal, Thomas Ensign, an antitrust lawyer at
Freshfields Bruckhaus Deringer LLP in Washington who isn't
involved in the investigation, said a key question for the Justice
Department is likely "whether there's an agreement, implicit or
explicit, among the members of the Rockstar consortium to
collectively hinder the adoption of Android."

The Journal says a Justice Department spokeswoman declined to
comment on the investigation, which hasn't been announced, as did
spokesmen for Apple, Microsoft and Google.

The Journal relates Google has previously said it believes the
consortium intends to use the patents to block it and others from
bringing new products to market.  The bid was "a sign of companies
coming together not to buy new technology, not to buy great
engineers or great products, but to buy the legal right to stop
other people from innovating," Google's general counsel, Kent
Walker, said on Bloomberg TV this week, according to the Journal.

Sources told the Journal the Justice Department had given all
bidders in the Nortel auction preliminary antitrust clearance,
partly because it didn't wish to affect the outcome of the
auction.  But the agency made clear to the parties that it didn't
give up the right to take a fresh look if it believed the winning
offer presented competitive concerns, they said.

The sources also said the fact that Apple joined the Rockstar
consortium and the bidding rose so high gave the agency cause to
look at the issues anew.

The Journal also reports that even if Rockstar's deal is allowed
by the Justice Department, some question whether it, or its
principal members, would be able to bid on patent portfolios in
the future without triggering an antitrust challenge.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.

In June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco,
LP, a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHERN BERKSHIRE: Cash Access Cash Collateral Until Sept. 5
-------------------------------------------------------------
The U.S. Bankruptcy Court entered its second interim order
authorizing Northern Berkshire Healthcare, Inc., et al., to use
cash collateral of the Master Trustee, pursuant to a budget,
subject to a variance of not more than 15%.

The Debtors' authorization to use cash collateral will terminate
on the earliest to occur of: (i) 5:00 p.m. (ET) two business days
after the date of the further hearing scheduled for Sept. 1, 2011;
and (ii) the expiration of the Cure Period following the delivery
of a Default Notice by the Master Trustee.

Any responses or objections to further use of cash collateral must
be filed and served no later than Aug. 25, 2011, at 4:00 p.m.
(prevailing Eastern time).

A copy of the 2nd interim cash collateral order is available at:

http://bankrupt.com/misc/northernberkshire.2ndinterimccorder.pdf

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


OFFICE PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Office Properties One of St. Pete, LLC
        10901 Corporate Circle North, Suite B
        Saint Petersburg, FL 33716

Bankruptcy Case No.: 11-14347

Chapter 11 Petition Date: July 28, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-14347.pdf

The petition was signed by Clark D. East, managing member.


OLD CORKSCREW: Limestone Deposits Under Property Valued at $5-Bil.
------------------------------------------------------------------
Old Corkscrew Plantation LLC, owner of a 5,625-acre citrus farm
near Fort Myers, Florida, sought Chapter 11 protection on July 29.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Old Corskscrew and its affiliates sought bankruptcy after
defaulting on $54.4 million in secured debt owing to M&I Marshall
& Ilsley Bank.

Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that papers filed in Old Corkscrew Plantation LLC's
bankruptcy case disclosed that underground reserves of sand and
limestone deposits were discovered on Old Corkscrew's property
during a 2007 study commissioned by the groves' owners.  The court
papers peg the value of the reserves at around $5 billion.
According to DBR, a report estimates that there are 66.3 million
tons of high-quality limestone and 81.2 million tons of top sand
lingering under the surface of the 4,800 acres examined.

DBR notes Florida is in serious need of aggregate -- a
construction material that can be made from the sand and limestone
buried under Old Corkscrew's property -- in the construction of
roads and other large infrastructure products.

The state "imports a significant amount of the required
material,"Scott Westlake, a managing member of the debtor
entities, said in court papers, according to DBR.  "Locally
sourced reserves of aggregate are depleting and the Florida
Department of Transportation has reported projections of less than
seven years of reserves remaining."

According to DBR, Old Corkscrew, which has thousands of acres of
orange groves on its Florida property, expects the mining to take
place for 20 to 30 years, in phases, with the unaffected orange
groves continuing to bear fruit (and generate cash).  After mining
is complete, Mr. Westlake said the site may have beautiful lakes
around which residential housing can be built.

Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, listing $25,264,047 in assets and $60,751,633 in
debts.  Old Corkscrew sought Chapter 11 protection along with its
affiliates.  The Debtors' orange groves are valued at $24 million.
Peter Steven Singerman, Esq. -- singerman@bergersingerman.com --
at Berger Singerman P.A., serves as the Debtors' bankruptcy
counsel.  Scott Westlake, the Debtors' managing member, signed the
petition.  Mr. Westlake is also listed as the Debtors' largest
unsecured creditor, with $4,827,906 owed.  Another $338,511 debt
is owed to Scott and Vicki Westlake.


OMEGA NAVIGATION: Gets Final Cash Collateral Use Approval
---------------------------------------------------------
Omega Navigation Enterprises Inc. received final approval from a
bankruptcy judge in the United States on Aug. 1 to use cash
representing collateral for the secured lenders.

As reported in the Aug. 1, 2011 edition of the TCR, the Debtors'
debt include:

   1. Approximately $242.72 million under the Senior Facility
where HSH Nordbank AG, is agent, security agent and trustee, and
HSH Nordbank AG, Credit Suisse, The Governor and Company of the
Bank of Scotland, and Dresdner Bank AG are lenders.  The Senior
Facility is secured by, among other things, Vessel Owners'
guarantees, first priority mortgages, first priority assignment of
insurances in respect to the vessels, and first priority
assignment of each of the vessels' earnings.

   2. Approximately $36.2 million under the Junior Credit
Agreement where The Bank of Tokyo-Mitsubishi UFJ, Ltd, New York
Branch and NIBC Bank N.V. are swap banks, NIBC Bank N.V. is
appointed agent, and BTM and NIBC Bank N.V. are lenders.  The
Junior Credit Agreement is secured by, among other things, Vessel
Owners' guarantees, second priority mortgages, second priority
assignment of insurances in respect to the vessels, and second
priority assignment of each of the vessels' earnings.

   3. $5,250,000 under secured demand convertible promissory note
between Omega and One Investments, Inc. dated July 16, 2010.  The
Promissory Note is due on demand at any time after its first
anniversary.  The Promissory Note is secured by a pledge of all
shares of Omnicrom Holdings Ltd. and a guarantee by Omnicrom
Holdings Ltd.  Georgios Kassiotis is the president of One
Investments, Inc.  Mr. Kassiotis is also an officer of each of the
Debtors and a director of each of the Debtors (except for Omega
Navigation (USA) LLC, which is member managed).

In their request to access cash collateral, the Debtors said that
as of the Petition Date, they do not have sufficient unencumbered
cash to fund their business operations and pay present operating
expenses.  The Debtors have an urgent need for the immediate use
of the Cash Collateral to fund the operating expenses.

The Debtors believe that the prepetition lenders are adequately
protected for the use of the cash collateral in that the orderly
liquidation value of the prepetition lenders' collateral exceeds
the amounts outstanding under the Senior Facility and Junior
Credit Agreement.  Specifically, as of the Petition Date, the
prepetition lenders' combined debt is approximately $278.9 million
and the book value of the vessels exceeds $390 million.

As additional adequate protection, the Debtor will grant the
prepetition lenders for the use of the replacement liens in
accounts receivable, including cash generated or received by the
Debtors subsequent to the Petition Date.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas,
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Bracewell & Giuliani LLP serves as counsel to the Debtors.
Jefferies & Company, Inc., is the financial advisor.


OMEGA NAVIGATION: Taps Seward & Kissel as Special Counsel
---------------------------------------------------------
BankruptcyData.com reports that Omega Navigation Enterprises filed
with the U.S. Bankruptcy court motions to retain Seward & Kissel
(Contact: Edward S. Horton) as special counsel at these hourly
rates: partner at $595 to $820 and associate at $335, and
Jefferies & Company (Contact: Tero Janne) as financial advisor and
investment banker for a monthly fee of $125,000 and a
restructuring fee of $2.8 million.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Bracewell & Giuliani LLP serves as counsel to the Debtors.
Jefferies & Company, Inc., is the financial advisor.


OPTI CANADA: 82% of 2nd Lien Holders Enter CCAA Plan Support Pacts
------------------------------------------------------------------
OPTI Canada Inc. and CNOOC Limited have entered into support
agreements with holders of Second Lien Notes pursuant to which the
Noteholders have agreed to vote in favor of the Company's
transaction with subsidiaries of CNOOC Limited, as announced on
July 20, 2011.  Noteholders who collectively hold approximately 82
percent of the principal amount of outstanding Second Lien Notes
have entered into the Support Agreements.  The Transaction is
subject to approval by a majority in number of Noteholders,
holding at least 66 2/3 percent of the principal amount of the
Company's Second Lien Notes, who vote at the meeting of
Noteholders to be held in September 2011.

If the Transaction is terminated, other than pursuant to a
Superior Proposal, the parties to the Support Agreements have
agreed, in certain circumstances, to pursue the restructuring
plan.

The Transaction will be effected by way of a plan of arrangement
through concurrent proceedings under the Companies' Creditors
Arrangement Act and the Canada Business Corporations Act.

                            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.


OPTI CANADA: Incurs C$55 Million Net Loss in June 30 Quarter
------------------------------------------------------------
OPTI Canada Inc. reported a net loss and comprehensive loss of
C$54.94 million on C$94.37 million of revenue for the three months
ended June 30, 2011, compared with a net loss and comprehensive
loss of C$143.98 million on C$60.67 million of revenue for the
same period a year ago.  The Company also reported a net loss and
comprehensive loss of C$81.53 million on C$157.44 million of
revenue for the six months ended June 30, 2011, compared with a
net loss and comprehensive loss of C$185.40 million on C$111.05
million of revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed C$3.98
billion in total assets, C$2.94 billion in total liabilities and
C$1.03 billion in total equity.

At June 30, 2011, the Company had approximately $189 million of
cash.  In addition, at June 30, 2011, the Company had restricted
cash of US$73 million in an interest reserve account associated
with the Company's US$300 million First Lien Notes.

A full-text copy of the Company's interim financial statements is
available for free at http://is.gd/eTKlF2

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

                            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.


PACIFICUS REAL ESTATE: Obtains $250T Unsecured Loan to Pay Wages
----------------------------------------------------------------
PacificUS Real Estate Group sought permission from the Bankruptcy
Court to obtain $250,000 in unsecured credit to pay for
prepetition priority wages and other employee benefits.

The $250,000 will be funded by Paul J. Giuntini, the Debtor's
president and only voting shareholder, through Mr. Giuntini's
trust, The Paul J. Giuntini Recovable Trust Dated July 31, 1997.
The loan will accrue 10% interest per annum, compounded monthly,
and will be due and payable Jan. 31, 2012.  The debt will have
administrative priority pursuant to 11 U.S.C. Sec. 364(b).

According to court papers filed by the Debtor, the last pay period
covered July 2 to 15, 2011.  The wages to be paid to employees are
roughly $16,454, plus applicable taxes.  The Debtor also said that
as of the bankruptcy filing date, the Debtor only had $31,000 in
its bank accounts.  Some of these funds also may constitute "ccash
collateral" of certain of the Debtor's secured creditors.

PacificUS employs 10 individuals.  Three of the employees are
insiders and seven are non-insiders.  Four of the non-insider
employees provide services to Hatchet Ranch L.C., an unaffiliated
entity for which the Debtor provides management services for a
monthly fee of $5,000.  Hatchet Ranch reimburses the Debtor for
the payment of wages to those four employees.

The Debtor is not seeking to pay the wages of the insiders at this
time.

                    About Pacificus Real Estate

PacificUS Real Estate Group, based in Pasadena, California, owns
various real estate properties, including the "SilverTip
Property"located at the south entrance of Yosemite National Park.
It filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-40120) on July 14, 2011.  Judge Ernest M. Robles presides over
the case.  The Debtor is represented by Ron Bender, Esq., at
Levene, Neale, Bender, Yoo & Brill, LLP.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Paul J. Giuntini, its president.

PacificUS said it intends to reorganize through a sale of -- or a
joint venture to develop -- the SilverTip Property.


PARAMOUNT LIMITED: Asks Court to Approve McDonald Hopkins Hiring
----------------------------------------------------------------
Paramount Limited LLC and its debtor-affiliates seek Bankruptcy
Court permission to hire McDonald Hopkins PLC as their Chapter 11
counsel.

The Debtors propose to pay the firm on an hourly basis at these
rates:

          Billing Category        Range
          ----------------        -----
          Members              $280 - $625
          Of counsel           $245 - $500
          Associates           $165 - $365
          Paralegals           $110 - $220
          Law Clerks            $90 - $100

McDonald Hopkins was paid $11,391 by George Kastanes, a member of
the Debtors' management, prepetition on account of legal services
for the Debtors.  The firm, however, has not been paid any money
by the Debtors directly.  As of the Petition Date, the firm was
holding $13,609 as retainer.  It holds no prepetition claim
against the Debtors.

Stephen M. Gross, Esq., a member at McDonald Hopkins, attests that
his firm does not represent any creditor of the Debtor in any
matters related to or adverse to the Debtors.

The lawyers who will primarily work on the Debtors' cases are:

          Stephen M. Gross, Esq.
          Jeffrey S. Grasl, Esq.
          Jayson B. Ruff, Esq.
          MCDONALD HOPKINS PLC
          39533 Woodward Avenue, Suite 318
          Bloomfield Hills, MI 48304
          Tel: (248) 646-5070
          E-mail: sgross@mcdonaldhopkins.com
                  jgrasl@mcdonaldhopkins.com
                  jruff@mcdonaldhopkins.com

                      About Paramount Limited

Paramount Limited LLC was an investor in distressed real estate.
Paramount Limited and three other affiliates sought Chapter 11
bankruptcy protection (Bankr. E.D. Mich. Lead Case No. 11-59829)
on July 21, 2011, after a state court appointed McTevia &
Associates as receiver to take over.  The receiver was appointed
at the behest of the Police and Fire Retirement System of the city
of Detroit, one of Paramount's unsecured creditors, with $13.2
million owed.  The Retirement System said Paramount was "a classic
Ponzi scheme."

Judge Thomas J. Tucker presides over the case.  Gene R. Kohut of
Kohut Management Group, LLC, has been tapped to serve as their
Chief Restructuring Officer.  Paramount Limited estimated assets
of more than $10 million and debt of less than $10 million.  The
petition was signed by Abner McWhorter, Paramount's managing
member.

Affiliates that simultaneously sought Chapter 11 protection are
Paramount Land Holdings, LLC; Paramount Servicing, LLC; and
Paramount Land Holdings, LLC.


PARAMOUNT LIMITED: Kohut to Serve as Chief Restructuring Officer
----------------------------------------------------------------
Paramount Limited LLC and its debtor-affiliates seek Bankruptcy
Court permission to employ Gene R. Kohut of Kohut Management
Group, LLC, as their Chief Restructuring Officer.

Mr. Kohut's functions include:

     a. evaluating the Debtors' liquidity status and assist the
        Debtors' management with their existing cash forecast and
        related short term liquidity requirements;

     b. monitoring the Debtors' operations within the parameters
        of the Budget;

     c. negotiating with the Debtors' lender and other
        stakeholders for the purpose of restructuring various
        liabilities of the Debtors; and

     d. working with the Debtors' management and other
        professional to manage and monitor any prospective sale
        of the Debtors' assets.

The Debtors propose to pay Mr. Kohut $265 per hour.

Mr. Kohut attests that neither KMG nor himself holds or represents
an interest adverse to the Debtors' bankruptcy estates and that
they are a "disinterested person" within the meaning of
Sec. 327(a) of the Bankruptcy Code.

The CRO may be reached at:

          KOHUT MANAGEMENT GROUP LLC
          21 Kercheval Avenue, Suite 285
          Grosse Pointe Farms, MI 48236
          Tel: (313) 886-9765
          Fax: (313) 432-0229
          E-mail: gene@gktrustee.com

                      About Paramount Limited

Paramount Limited LLC was an investor in distressed real estate.
Paramount Limited and three other affiliates sought Chapter 11
bankruptcy protection (Bankr. E.D. Mich. Lead Case No. 11-59829)
on July 21, 2011, after a state court appointed McTevia &
Associates as receiver to take over.  The receiver was appointed
at the behest of the Police and Fire Retirement System of the city
of Detroit, one of Paramount's unsecured creditors, with $13.2
million owed.  The Retirement System said Paramount was "a classic
Ponzi scheme."

Judge Thomas J. Tucker presides over the case.  Stephen M. Gross,
Esq., and Jayson Russ, Esq., at McDonald Hopkins Plc, serve as
bankruptcy counsel.  Paramount Limited estimated assets of more
than $10 million and debt of less than $10 million.  The petition
was signed by Abner McWhorter, Paramount's managing member.

Affiliates that simultaneously sought Chapter 11 protection are
Paramount Land Holdings, LLC; Paramount Servicing, LLC; and
Paramount Land Holdings, LLC.


PARAMOUNT LIMITED: Initial Status Conference Today
--------------------------------------------------
The Bankruptcy Court will hold an initial Status Conference today,
Aug. 3, at 11:00 a.m. at Courtroom 1925 in the Chapter 11 cases of
Paramount Limited and its affiliates.

Paramount Limited LLC was an investor in distressed real estate.
Paramount Limited and three other affiliates sought Chapter 11
bankruptcy protection (Bankr. E.D. Mich. Lead Case No. 11-59829)
on July 21, 2011, after a state court appointed McTevia &
Associates as receiver to take over.  The receiver was appointed
at the behest of the Police and Fire Retirement System of the city
of Detroit, one of Paramount's unsecured creditors, with $13.2
million owed.  The Retirement System said Paramount was "a classic
Ponzi scheme."

Judge Thomas J. Tucker presides over the case.  Gene R. Kohut of
Kohut Management Group, LLC, has been tapped to serve as their
Chief Restructuring Officer.  Stephen M. Gross, Esq., and Jayson
Russ, Esq., at McDonald Hopkins Plc, serve as bankruptcy counsel.
Paramount Limited estimated assets of more than $10 million and
debt of less than $10 million.  The petition was signed by Abner
McWhorter, Paramount's managing member.

Affiliates that simultaneously sought Chapter 11 protection are
Paramount Land Holdings, LLC; Paramount Servicing, LLC; and
Paramount Land Holdings, LLC.


PARAMOUNT LIMITED: Sec. 341 Creditors' Meeting Set for Aug. 31
--------------------------------------------------------------
The U.S. Trustee for the Eastern District of Michigan will convene
a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy cases of Paramount Limited LLC and its affiliates on
Aug. 31, 2011, at 2:00 p.m. at Room 315 E, 211 W. Fort St. Bldg.
in Detroit.

Proofs of claim are due in the Debtors' cases by Nov. 29, 2011.

                      About Paramount Limited

Paramount Limited LLC was an investor in distressed real estate.
Paramount Limited and three other affiliates sought Chapter 11
bankruptcy protection (Bankr. E.D. Mich. Lead Case No. 11-59829)
on July 21, 2011, after a state court appointed McTevia &
Associates as receiver to take over.  The receiver was appointed
at the behest of the Police and Fire Retirement System of the city
of Detroit, one of Paramount's unsecured creditors, with $13.2
million owed.  The Retirement System said Paramount was "a classic
Ponzi scheme."

Judge Thomas J. Tucker presides over the case.  Gene R. Kohut of
Kohut Management Group, LLC, has been tapped to serve as their
Chief Restructuring Officer.  Stephen M. Gross, Esq., and Jayson
Russ, Esq., at McDonald Hopkins Plc, serve as bankruptcy counsel.
Paramount Limited estimated assets of more than $10 million and
debt of less than $10 million.  The petition was signed by Abner
McWhorter, Paramount's managing member.

Affiliates that simultaneously sought Chapter 11 protection are
Paramount Land Holdings, LLC; Paramount Servicing, LLC; and
Paramount Land Holdings, LLC.


PARK FOREST: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Park Forest LLC
        250 Vallombrosa Avenue, Suite 175
        Chico, CA 95973

Bankruptcy Case No.: 11-38424

Chapter 11 Petition Date: July 29, 2011

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

Judge: Ronald H. Sargis

Debtor's Counsel: J. D. Zink, Esq.
                  20 Independence Circle
                  Chico, CA 95973
                  Tel: (530) 895-1234

Scheduled Assets: $3,600,096

Scheduled Debts: $2,407,750

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/caeb11-38424.pdf

The petition was signed by Joseph Dell Zink, managing member.


PATRIOT GLASS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Patriot Glass & Mirror, Ltd.
        3223 Guilderland Avenue
        Schenectady, NY 12306

Bankruptcy Case No.: 11-12407

Chapter 11 Petition Date: July 28, 2011

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard H. Weiskopf, Esq.
                  O'CONNELL & ARONOWITZ
                  54 State Street, 9th Floor
                  Albany, NY 12207
                  Tel: (518) 462-5601
                  Fax: (518) 462-2670
                  E-mail: rweiskopf@oalaw.com

Scheduled Assets: $1,055,185

Scheduled Debts: $1,455,276

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nynb11-12407.pdf

The petition was signed by Marshall Tanner, vice president.


PECAN SQUARE: Wells Fargo to be Paid Over 10-Yr. Period Under Plan
------------------------------------------------------------------
Pecan Square, Ltd., filed with the U.S. Bankruptcy Court for the
Southern District of California on June 29, 2011, its Chapter 11
plan of reorganization.

The Plan seeks to pay creditors over time through the ongoing and
future business of the Debtor, which is the owner of the apartment
building located in Dallas, Texas.

There will be no change in the management of the Debtor's
financial affairs after confirmation of the Plan.  Barry S.
Nussbaum Company, Inc., will continue to be in charge of and
responsible for the management of the Debtor's business.

The Plan designates 5 Classes of Claims and Interests.  With the
exception of Priority Unsecured Claims in Class 2, all Classes are
Impaired under the Plan.

The Secured Claim of Wells Fargo Bank in Class 1 will be paid the
full amount of its claim, over a period of 10 years.  Monthly
interest only payments will be made for the first 4 years (2% in
the first year; 3% for the 2nd, 3rd and 4th years).

For the fifth through 10th years after the Effective Date, the
Debtor will make fully amortized monthly payments of principal and
interest at the rate of 5.25%, in the approximate amount of
$53,000, after which time the balance of the note will be all due
and owing.  Wells Fargo will retain its lien against the Property.

General unsecured claims in Class 3, owed $125,855, will be paid
over 12 months after the Effective Date at 2% interest.  Projected
dividend is approximately 95%.

Class 5 Interests will receive distributions, as available
pursuant to the Pecan Square, Ltd., Limited Partnership Agreement,
amounting to their proportionate shares of the distributions, but
the total distributions will be reduced to 48% to the limited
partners, and 48% to the general partner, rather than the previous
50% equally to the limited partners and the general partner.

The 4% balance of the distributable funds will be held by the
Debtor as and for a reserve fund for expenses of the Debtor that
may arise.

Dallas, Texas-based Pecan Square, Ltd., a California Limited
Partnership, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Calif. Case No. 11-05359) on March 31, 2011.  Illyssa I.
Fogel, Esq., at the Law Office of Illyssa I. Fogel, serves as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $35,215 in assets and $9,484,877 in liabilities.


PECAN SQUARE: U.S. Trustee Unable to Form Committee
---------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Pecan Square, Ltd. have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
developed among the creditors.

Dallas, Texas-based Pecan Square, Ltd., a California Limited
Partnership, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Calif. Case No. 11-05359) on March 31, 2011.  Illyssa I.
Fogel, Esq., at the Law Office of Illyssa I. Fogel, serves as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $35,215 in assets and $9,484,877 in liabilities.


PERKINS & MARIE: Claims Bar Date Set for Aug. 15
------------------------------------------------
Digital Journal reports that the U.S. Bankruptcy Code for the
District of Delaware ordered that all claims against Perkins &
Marie Callender must be filed by Aug. 15, 2011.

Digital Journal also reports that current and former Perkins &
Marie Callender employees represented by the California employment
lawyers at Blumenthal, Nordrehaug & Bhowmik have formed a group
called the "Ad Hoc Committee of Aggrieved Employees" and gained a
seat on the creditors' committee in order to file employee wage
and hour claims in the bankruptcy proceedings.

                 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.


PETTERS COMPANY: Can Consent to Use of Cash by PBE Ch. 7 Trustee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
granted the motion of Douglas Kelley, the duly appointed Chapter
11 Trustee for Petters Company, Inc., et al., for authority to
consent to the use collateral by the Chapter 7 Trustee for PBE
Corporation, formerly Polaroid Corp., through and including
Dec. 31, 2011, subject to the terms agreed upon by the Debtors and
the PBE Chapter 7 Trustee and memorialized in a Cash Collateral
Agreement.

                       About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS GROUP: Barry Mukamal Named to Creditors Committee
---------------------------------------------------------
Habbo G. Fokkena, U.S. Trustee for Region 12, under 11 U.S.C. Sec.
1102(a) and (b), filed a new list of members of the Official
Committee of Unsecured Creditors in the bankruptcy case of Petters
Group Worldwide LLC.  The amended list removes "Mr. Fry" from the
Committee and replaces him with Barry Mukamal.

The Official Committee of Unsecured Creditors now consists of:

      1. Ronald R. Peterson, not in his individual capacity but as
         liquidating trustee
         ATTN: Jenner & Block, LLP
         330 North Wabash Avenue
         Chicago, IL 60611
         Tel: (312) 222-9350

      2. Taunton Ventures LP
         ATTN: Paul Taunto
         990 Deerbrook DriveChanhassen
         MN 55317
         Tel: (312) 222-9350

      3. Barry Mukamal, not in his individual capacity but as
         liquidating trustee
         ATTN: Barry Mukamal
         One SE Third Avenue
         10th Floor
         Miami, FL 33131
         Tel: (305)995-9600

                     About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  James
A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the
Debtors as counsel.  In its petition, Petters Company estimated
its debts at $500 million and $1 billion.  Parent Petters Group
Worldwide estimated its debts at not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHILADELPHIA ORCHESTRA: Pension Fund May Sue Board, Funders
-----------------------------------------------------------
Peter Dobrin, writing for The Philadelphia Inquirer, reports that
the American Federation of Musicians' pension fund has suggested
it could sue members of The Philadelphia Orchestra's board and
outside funders to secure an estimated $23 million to $35 million
it says it would be owed if the association decided to withdraw
from the national musicians' pension fund.

Bankruptcy Judge Eric L. Frank last week authorized the pension
fund to obtain information discovered as part of the orchestra's
bankruptcy process, and to use it in potential lawsuits in other
courts.

"We're not being held back from new litigation," AFM president Ray
Hair said last week, according to the Inquirer.  "We're not
muzzled anymore. The debtor [the association] was trying to
control who we could sue and for what, and they lost that fight."

According to the report, Mr. Hair would not say whom the union
might sue.

                  About the Philadelphia Orchestra

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

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

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

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

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


PMI GROUP: Moody's Lowers Insurance FSR to B3; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has lowered the insurance financial
strength ratings of PMI Mortgage Insurance Co. and PMI Insurance
Co. (collectively, PMI) from B2 to B3, as adverse loss trends
continue to hurt PMI's capital adequacy and regulatory capital
position, potentially limiting its ability to write new business.
Moody's has also lowered the senior unsecured debt ratings of The
PMI Group, the holding company, from Caa2 to Caa3 and its junior
subordinated debt rating from Caa3 to Ca. The outlook for all
these ratings is negative.

The rating agency commented that continued weakness in portfolio
performance trends has meaningfully affected PMI's financial
results in the last few quarters. The large reserve charges taken
to cover losses also caused substantial deterioration in its
regulatory risk to capital metric, which is currently higher than
the 25:1 regulatory limit generally needed to write new business.
PMI's regulator, the Arizona Department of Insurance, has
indicated that the insurer is not required to obtain waivers to
write new business, but the regulator will continue to evaluate
PMI's financial condition. In addition, the Government Sponsored
Entities (GSEs), Fannie Mae and Freddie Mac, have authorized PMI
Mortgage Assurance Corporation, a subsidiary of PMI, to write new
business until December 31, 2011 in certain states where PMI is
unable to write business. To the extent that PMI's insurance
regulator or its primary counterparties, the GSEs, reconsider
their current position, PMI's new business opportunities could be
severely constrained.

Moody's added that modest improvements in delinquency trends have
not reversed the overall loss trend. PMI's primary delinquency
rate declined from 21.4% at year-end 2009 to 19.5% in the first
quarter of 2011, due to a slowdown in the rate of new
delinquencies. However, lower savings from rescissions offset a
portion of the expected benefit from loan modifications. Moody's
estimates that future benefit from rescissions will be much lower
than past performance and that workout and loan modification-
related cures could also decline materially unless significant new
programs are announced.

According to Moody's current estimates, PMI's insured portfolio at
year-end 2010 will produce aggregate present value losses of about
$5.3 billion. In comparison, PMI's capital resources on a runoff
basis, including future premium revenues related to the existing
book of business, are estimated to be $5.2 billion, resulting in a
loss coverage ratio slightly below one in the base case. Some
factors impacting the revised loss estimate include reduced loss
mitigation benefits and a lower expected benefit from captive
reinsurance. Widespread reinstatement of claims denied by PMI so
far could further pressure the capital adequacy ratio.

Given the uncertainty in the housing markets, and unclear ultimate
success of some loss mitigation strategies of the firm, Moody's
also estimated coverage outcomes in alternate loss development
scenarios. In the upside scenario, PMI's loss coverage ratio
improves to 1.13x and its coverage ratio declines to 0.77x in the
downside scenario.

Extensive delays in the foreclosure process have resulted in
lower-than-anticipated-claims payments for PMI. The proportion of
late stage delinquencies (loans that have been delinquent for over
12 months) in PMI's delinquent loan population increased from 34%
at year-end 2009 to over 50% at the end of the first quarter of
2011. Moody's notes that as the foreclosure issues are resolved,
claims payments will increase significantly, hurting liquidity and
reducing the firm's asset base and investment income.

As of 31st March 2011, the holding company had $71 million in
unencumbered assets. Maturity of the QBE note, a portion of the
proceeds related to the sale of PMI Australia to QBE Insurance in
2008, will add net resources of $183 million at the holding
company. According to Moody's, the company has sufficient funds to
meet near term debt maturities including $50 million outstanding
under its bank line due in October, and annual debt service and
operating expenses at the holding company through 2015. However,
ability to meet holding company debt service requirements and
expenses beyond that point is very weak given the low likelihood
of dividend flows from its main operating company.

The negative rating outlook reflects the risks inherent in the
firm's weak credit profile. It also reflects an increasingly
challenging operating environment for most mortgage insurers, with
continued weakness in the housing market and the overall US
economy and modest new production volume. An uncertain business
environment with yet-to-be-defined mortgage finance reform and an
increased likelihood of more selective regulatory and counterparty
forbearance are some of the other factors incorporated in the
negative outlook.

The following ratings have been downgraded and now have negative
outlooks:

PMI Mortgage Insurance Co. -- insurance financial strength rating
to B3 from B2;

PMI Insurance Co.-insurance financial strength rating to B3 from
B2;

The PMI Group, Inc -- senior unsecured debt to Caa3 from Caa2,
junior subordinated debt to Ca from Caa3, provisional rating on
senior unsecured debt at (P) Caa3, provisional rating on
subordinated debt at (P) Ca, and provisional rating on preferred
stock at (P)C.

The last rating action on PMI occurred on April 27, 2010 when
Moody's changed the outlook from negative to positive.

The principal methodology used in rating PMI was "Moody's Global
Rating Methodology for the Mortgage Insurance Industry" published
in February 2007.

Information sources used to prepare the rating are the following:
parties involved in the ratings, public information, and
confidential and proprietary Moody's Investors Service
information.

The PMI Group, Inc. (NYSE: PMI), headquartered in Walnut Creek,
CA, is the holding company for PMI Mortgage Insurance Co.,
including its wholly owned subsidiaries and affiliated companies
in Europe. The PMI Group, Inc. also owns a 50% interest in CMG
Mortgage Insurance Co.

Moody's adopts all necessary measures so that the information it
uses in assigning a rating is of sufficient quality and from
sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

Please see Moody's Rating Symbols and Definitions on the Rating
Process page on www.moodys.com for further information on the
meaning of each rating category and the definition of default and
recovery.

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

The date on which some ratings were first released goes back to a
time before Moody's ratings were fully digitized and accurate data
may not be available. Consequently, Moody's provides a date that
it believes is the most reliable and accurate based on the
information that is available to it.


POPULAR INC: S&P Raises Counterparty Credit Rating to 'B+/C'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Puerto Rico-based financial company Popular Inc. to
'B+/C' from 'B/C'. The outlook is positive. "At the same time, we
raised the rating on the company's primary subsidiary,
Banco Popular de Puerto Rico, to 'BB-/B' from 'B+/B'," S&P
related.

"The rating action mainly results from our revised expectation
that Popular may remain profitable throughout 2011 and 2012, aided
by lower loan-loss provisions," said Standard & Poor's credit
analyst Robert Hansen, CFA. "The rating action follows our full
review of the bank's recent financial performance, capital levels,
and liquidity position. Popular Inc.'s financial performance in
recent quarters has modestly exceeded our expectations.
Specifically, net earnings have increased and capital ratios have
risen. Therefore, the company's results under our credit stress-
testing methodology have improved. However, loan performance has
not improved much, in our opinion, which continues to weigh on the
rating."

"We believe Popular's earnings improvement has stemmed from
reserve releases, the acquisition of Westernbank, and the large
mark-down of nonperforming loans in fourth-quarter 2010 (in
advance of their expected sale). We expect net interest margins to
remain high and we foresee a modest rebound in loan demand, but
think a potential improvement in loan performance will be only
gradual in the near term. Net operating losses have been large in
recent years, which we also consider in our assessment," S&P said.

"The rating action also results from the increase in capital
ratios in recent quarters and our expectations that they could
trend higher, aided by earnings retention. Specifically, capital
ratios benefited from the big gain on the sale of EVERTEC in
third-quarter 2010. To illustrate, the company's Tier 1 common
equity-to-risk-weighted assets ratio was 11.5% as of June 30, 2011
-- much higher than in recent years. Despite the increase, the
company still fares slightly worse than many other regional U.S.
banks in our risk-adjusted capital framework after considering
diversification," S&P related.

The outlook is positive. "However, we believe loan performance may
improve only gradually throughout 2011 and in 2012. If the company
remains consistently profitable and sees considerable improvement
in loan performance (factors that we think could increase the
likelihood of the company redeeming its preferred shares sold to
the Treasury), then we could raise the rating. More specifically,
the rating could be raised if adjusted NPAs, by our calculation,
fall below 8%, which suggests that the rating is unlikely to move
substantially higher in the near term without significant
improvement in loan performance," S&P said.


PRECISION GLASS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Precision Glass & Metal Works Co., Inc.
        55-05 Flushing Avenue
        Maspeth, NY 11378

Bankruptcy Case No.: 11-46544

Chapter 11 Petition Date: July 28, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Joel B. Rosenthal

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Raymond Gregorczyk, president.


QUANTUM CORP: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Quantum
Corp. to positive from stable. "We also affirmed our 'B' corporate
credit rating on the company," S&P said.

"The outlook revision is based on continued de-levering at
Quantum," said Standard & Poor's credit analyst Lucy Patricola. By
allocating free cash flow to debt reduction, leverage has fallen
to the mid-3x area since March 2011 and could be sustained at that
level if operating trends stabilize.

"The rating on Quantum reflects our expectation that the company
will experience challenges expanding and growing its disk-based
business to sufficiently offset the long-term decline of legacy
tape-related storage products," added Ms. Patricola. The company
has generated largely flat to declining revenues for the last six
quarters, as 32% revenue growth in the smaller disk-based segment
for fiscal year 2011 (ended March 31) have not fully offset a 4%
decline in tape and 15% decline in devices and media.


QUIGLEY CO: Pfizer Extends DIP Funding for Six Months
-----------------------------------------------------
Pfizer Inc. subsidiary Quigley Co. on Friday asked the bankruptcy
judge to extend its debtor-in-possession funding for another six
months and to bump up the limit to $65 million as it closes in on
a reorganization plan with asbestos claimants.

Samuel Howard at Bankruptcy Law360 reports that entering Chapter
11 roughly seven years ago, Quigley, Pfizer's former insulation
business, said it needs more time and money, up to $65 million in
cash from Pfizer, to iron out the plan and establish the trust for
personal injury claims, Law360 relates.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pfizer Inc. is putting up another $5 million so
non-operating subsidiary Quigley Co. can continue its sojourn in
Chapter 11.  Quigley was sailing toward a confirmation hearing in
June to wrap up the Chapter 11 case begun in September 2004.

Mr. Rochelle relates that someone forgot to tell U.S. District
Judge Richard Holwell that a dispute underlying an appeal in his
court had been settled.  As a result, Judge Holwell wrote an
opinion on May 20 concluding that Pfizer was directly liable for
some asbestos claims arising from products sold by Quigley.

Judge Holwell, according to Mr. Rochelle, also held that Pfizer
isn't entitled to protection from some asbestos claims under the
umbrella of Quigley's Chapter 11 case.  Judge Holwell's opinion
knocked the props out from underneath Quigley's plan, under which
both parent and subsidiary would have been given absolution from
liability for asbestos claims on products Quigley sold.

Pfizer is taking an expedited appeal to the U.S. Court of Appeals
for the Second Circuit in Manhattan.  The confirmation hearing on
Quigley's plan has been shelved in the meantime.

According to the Bloomberg report, last week, Quigley filed papers
requesting authority to draw down another $5 million loan from
Pfizer.  If approved at an Aug. 16 hearing, the total loan from
Pfizer since the bankruptcy began would rise to $65 million.

                          About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s. In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection on Sept. 3,
2004 (Bankr. S.D.N.Y. Case No. 04-15739) to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.


RASER TECHNOLOGIES: Gets OK for Creditors to Vote on Ch. 11 Plan
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin J. Carey on Monday cleared Raser Technologies Inc. to
send its reorganization plan to creditors for a vote after the
troubled geothermal energy company settled with one disgruntled
creditor to fend off a potential competing plan.

Judge Carey said at a telephone hearing that he would sign off on
Raser's disclosure statement explaining the plan once it is
submitted in its final form, and he set an Aug. 30 hearing to
consider confirmation of the plan, according to Law360.

According to Bloomberg News, Raser's plan would sell the business
to a group including Linden Advisors LP and Tenor Capital
Management LP in exchange for debt they hold and $2.5 million
cash.  Unsecured creditors would receive interests in a litigation
trust.  Linden and Tenor are providing financing for the Chapter
11 case.  They already own about half of the $57.2 million owing
on 8% convertible senior unsecured notes, a court filing said.

                    About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors has been
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


REGAL ENTERTAINMENT: Reports $34.80MM Net Income in June 30 Qtr.
----------------------------------------------------------------
Regal Entertainment Group reported net income of $34.80 million on
$753.30 million of total revenues for the quarter ended June 30,
2011, compared with net income of $4.70 million on $730.70 million
of total revenues for the quarter ended July 1, 2010.  The Company
also reported net income of $11.10 million on $1.32 billion of
total revenues for the two quarters ended June 30, 2011, compared
with net income of $21.10 million on $1.45 billion of total
revenues for the two quarters ended July 1, 2010.

The Company's balance sheet as of June 30, 2011, showed $2.36
billion in total assets, $2.02 billion in total debt, and a
$536.80 million total stockholders' deficit.

"We are pleased to report that the combination of a healthy second
quarter box office and our focus on cost control enabled us to
generate over $130 million of free cash flow, our second highest
quarterly total in the last four years," stated Amy Miles, CEO of
Regal Entertainment Group.  "We are also encouraged by the early
third quarter box office results and the prospects for the
remainder of the year," Miles continued.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/HpNGh9

On July 28, 2011, Regal's board of directors declared a cash
dividend in the amount of $0.21 per share of Class A and Class B
common stock, payable on Sept. 19, 2011, to the Class A and
Class B common stockholders of record on Sept. 9, 2011.

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at March 31, 2011, showed
$2.32 billion in total assets, $2.86 billion in total liabilities
and a $541.60 million total deficit.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


REID PARK: Hearing on Further Cash Collateral Access Tomorrow
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona second
interim order granting Reid Park Properties LLC authorization to
use cash collateral presently subject to senior security
interests, liens, mortgages and rights of setoff of WBCMT 2007-C31
South Alvernon Way, LLC, gives the Debtor until 5:00 p.m. PST on
Aug. 5, 2011, to pay its operating and other expenses necessary to
preserve its assets and continue the Hotel's operation.  The
Debtor will use cash collateral only in accordance with a budget,
prorated for the month of August, with a permitted 10% deviation
of each line item, and in compliance with the other terms of the
interim order.

As of the Petition Date, Debtor was indebted to Lender in the
original principal amount of $30,017,576, secured by all or
substantially all of the Debtor's assets, including the Hotel.

As adequate protection, Lender is granted a continuing lien and
security interests in all assets and property of the Debtor and
the Estate, whether now existing or hereafter acquired or arising,
and all proceeds, rents, products or profits thereafter.

A further hearing on Debtor's use of cash collateral will be held
on Aug. 4, 2011, at 9:30 a.m.

A copy of the interim cash collateral order is available at:
http://ResearchArchives.com/t/s?7699

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the debtor have expressed interest in serving on a committee.


REVLON CONSUMER: Reports $7.80 Million Net Income in June 30 Qtr.
-----------------------------------------------------------------
Revlon Consumer Products Corporation reported net income of
$7.80 million on $351.20 million of net sales for the three months
ended June 30, 2011, compared with net income of $18.80 million on
$327.70 million of net sales for the same period during the prior
year.  The Company also reported net income of $19.80 million on
$684.40 million of net sales for the six months ended June 30,
2011, compared with net income of $23.00 million on
$633.20 million of net sales for the same period during the prior
year.

The Company's balance sheet at June 30, 2011, showed $1.14 billion
in total assets, $1.77 billion in total liabilities, and a
$634 million total stockholders' deficiency.

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

                        http://is.gd/dsWmYZ

                       About Revlon Consumer

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O.  Perelman.  Revlon's
net sales for the twelve-month period ended December 2009 were
approximately $1.3 billion.  M&F beneficially owns approximately
77.4% of Revlon's outstanding Class A common stock, 100% of
Revlon's Class B common stock and 78.8% of Revlon's combined
outstanding shares of Class A and Class B common stock, which
together represent approximately 77.2% of the combined voting
power of such shares.

                          *     *      *

As reported by the TCR on Dec. 2, 2010, Standard & Poor's Ratings
Services said that it raised its corporate credit rating on Revlon
Consumer Products Corp. to 'B+' from 'B'.  "S&P raised the ratings
on Revlon Consumer Products Corp. to reflect the continued
improvements in operating performance, credit metrics, and its
enhanced liquidity profile," said Standard & Poor's credit analyst
Susan Ding.

In April 2011, Moody's Investors Service upgraded Revlon Consumer
Products Corporation's Corporate Family and Probability of Default
ratings to B1 from B2.  The upgrade of Revlon's Corporate Family
rating to B1 reflects the company's ability to sustain operating
and financial momentum despite the ongoing challenges of the
macroeconomic environment and intensified competitive environment.
Revlon's credit metrics continue to improve modestly driven by
strong profitability and cash flow generation with further gains
expected in fiscal 2011.


REVLON INC: Reports $6.50 Million Net Income in June 30 Quarter
---------------------------------------------------------------
Revlon, Inc., reported net income of $6.50 million on
$351.20 million of net sales for the three months ended June 30,
2011, compared with net income of $16.40 million on
$327.70 million of net sales for the same period during the prior
year.  The Company also reported net income of $16.90 million on
$684.40 million of net sales for the six months ended June 30,
2011, compared with net income of $18.60 million on
$633.20 million of net sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $1.10 billion
in total assets, $1.77 billion in total liabilities, and a
$677.50 million total stockholders' deficiency.

President and Chief Executive Officer, Alan T. Ennis, said, "In
the second quarter of 2011, consistent with our strategy of
driving profitable growth, we delivered top line growth of 4%,
while supporting our brands at appropriate levels and maintaining
competitive operating margins.  From a marketplace perspective, we
introduced successful, innovative, high-quality, consumer-
preferred products into the global marketplace, and our
acquisition of Sinful Colors is transitioning well and performing
to expectations.  In the quarter, we improved our capital
structure by refinancing our bank credit facilities, reducing the
interest rates on our debt and extending maturities."

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

                        http://is.gd/HOgRgL

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).


RH DONNELLEY: Colo. Court Dismisses Suit v. Dex Media
-----------------------------------------------------
District Judge Lewis T. Babcock dismissed an employee
discrimination suit against Dex Media.  Stephanie C. Martinez, a
51-year-old Hispanic woman, worked for Dex Media in Colorado
Springs, Colorado, as an advertising consultant from approximately
November 1989 until her termination on April 2, 2009.  She alleges
the Defendant discriminated against her with respect to the terms
and conditions of her employment and discharged her on April 2,
2009, due to her age and national origin.  The Defendant seeks to
dismiss the Plaintiff's complaint with prejudice as barred
pursuant to bankruptcy law and a bankruptcy court's orders.

The case is Stephanie C. Martinez, v. Dex Media, Inc., an R.H.
Donnelley Company, a Delaware Corporation doing business in
Colorado, Civil Case No. 10-cv-02805 (D. Colo.).  A copy of the
Court's July 29, 2011 Order is available at http://is.gd/eJ4XiU
from Leagle.com.

                     About R.H. Donnelley

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

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

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No.
09-11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  As of March
31, 2009, the Company had $929,829,000 in total assets and
$1,023,526,000 in total liabilities, resulting in $93,697,000 in
total shareholders' deficit.

James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen,
Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley
Austin LLP, in Chicago, Illinois represented the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, served as the Debtors' local counsel.  The
Debtors' financial advisor was Deloitte Financial Advisory
Services LLP while its investment banker was Lazard Freres & Co.
LLC.  The Garden City Group, Inc., served as claims and noticing
agent.  Mark E. Felger, Esq., at Cozen O'Connor, in Wilmington,
Delaware, represented the official committee of unsecured
creditors.

On Oct. 21, 2009, the Debtors filed their joint plan of
reorganization.  On Jan. 12, 2010, the Bankruptcy Court entered an
order confirming the Plan.  The Plan became effective on Jan. 29,
2010.


RIDGE PARK: Sec. 341 Creditors' Meeting Set for Aug. 26
-------------------------------------------------------
The United States Trustee for Region 16 will convene a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case
of Ridge Park Office, LLC, on Aug. 26, 2011, at 2:30 p.m. at Suite
300, 3685 Main St., in Riverside, California.

Temecula, California-based Ridge Park Office, LLC, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-33683) on
July 22, 2011, represented by Krikor J. Meshefejian, Esq., at
Levene, Neale, Bender, Yoo & Brill LLP.  In its petition, the
Debtor estimated $10 million to $50 million in both assets and
debts.  The petition was signed by Paul Garrett, president of
Redhawk Communities, Inc.

Ridge Park affiliates that have separately filed Chapter 11
petitions are: RCI Regional Grove, LLC (Case No. 11-22055) filed
on April 12, 2011; Diaz Road Properties, LLC (Case No. 11-28473)
and RCI Rio Nedo, LLC (Case No. 11-28470) both filed on June 6,
2011; and Woods Canyon Associates L.P. (Case No. 11-32418) filed
on July 11, 2011.   The Ridge Park case was originally assigned to
Judge Catherine E. Bauer but was later moved to Judge Scott C.
Clarkson, who oversees the affiliates' cases.

Secured lender CSMC 2006-C5 Better World Limited Partnership is
represented by H. Mark Mersel, Esq., at Bryan Cave LLP.


RIDGE PARK: Status Conference Hearing Set for Sept. 6
-----------------------------------------------------
A Status Conference hearing will be held in the bankruptcy case of
Ridge Park Office, LLC, on Sept. 6, 2011, at 1:30 p.m. at RM 126,
3420 Twelfth St., in Riverside, California.

The Debtor's schedules of assets and liabilities and statement of
financial affairs are due Aug. 5.

Temecula, California-based Ridge Park Office, LLC, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-33683) on
July 22, 2011, represented by Krikor J. Meshefejian, Esq., at
Levene, Neale, Bender, Yoo & Brill LLP.  In its petition, the
Debtor estimated $10 million to $50 million in both assets and
debts.  The petition was signed by Paul Garrett, president of
Redhawk Communities, Inc.

Ridge Park affiliates that have separately filed Chapter 11
petitions are: RCI Regional Grove, LLC (Case No. 11-22055) filed
on April 12, 2011; Diaz Road Properties, LLC (Case No. 11-28473)
and RCI Rio Nedo, LLC (Case No. 11-28470) both filed on June 6,
2011; and Woods Canyon Associates L.P. (Case No. 11-32418) filed
on July 11, 2011.   The Ridge Park case was originally assigned to
Judge Catherine E. Bauer but was later moved to Judge Scott C.
Clarkson, who oversees the affiliates' cases.

Secured lender CSMC 2006-C5 Better World Limited Partnership is
represented by H. Mark Mersel, Esq., at Bryan Cave LLP.


RIDGE PARK: Lender Objects to Cash Collateral Use
-------------------------------------------------
CSMC 2006-C5 Better World Limited Partnership is seeking to
preempt Ridge Park Office, LLC, from using proceeds from its
property.  CSMC informed the Bankruptcy Court that the Debtor owes
it in excess of $12,320,000 pursuant to a Promissory Note executed
by the Debtor in the original principal amount of $11,250,000,
dated Nov. 17, 2006.  The Note encumbers the Debtor's real
property commonly known as Garrett Corporate Center.  CSMC asserts
the property and related proceeds constitute its cash collateral.
CSMC has demanded sequestration of any rents, issues, profits,
proceeds and any other income derived from the Collateral.  CSMC
said the Debtor has been in default under the Loan Documents since
August 2010.  The Lender said it objects to the Debtor's use of
cash collateral, including any use of the rents, issues, profits,
proceeds or any other income generated from the Collateral, except
pursuant to the terms and conditions of a written stipulation, if
agreed upon, between the Lender and the Debtor submitted to and
approved by the Court.  A review of the Court docket shows the
Debtor has not filed any request seeking authority to use cash
collateral.

                     About Ridge Park Office

Temecula, California-based Ridge Park Office, LLC, filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-33683) on
July 22, 2011, represented by Krikor J. Meshefejian, Esq., at
Levene, Neale, Bender, Yoo & Brill LLP.  In its petition, the
Debtor estimated $10 million to $50 million in both assets and
debts.  The petition was signed by Paul Garrett, president of
Redhawk Communities, Inc.

Ridge Park affiliates that have separately filed Chapter 11
petitions are: RCI Regional Grove, LLC (Case No. 11-22055) filed
on April 12, 2011; Diaz Road Properties, LLC (Case No. 11-28473)
and RCI Rio Nedo, LLC (Case No. 11-28470) both filed on June 6,
2011; and Woods Canyon Associates L.P. (Case No. 11-32418) filed
on July 11, 2011.   The Ridge Park case was originally assigned to
Judge Catherine E. Bauer but was later moved to Judge Scott C.
Clarkson, who oversees the affiliates' cases.

Secured lender CSMC 2006-C5 Better World Limited Partnership is
represented by:

          H. Mark Mersel, Esq.
          BRYAN CAVE LLP
          3161 Michelson Drive, Suite 1500
          Irvine, CA 92612-4414
          Telephone: (949) 223-7000
          Facsimile: (949) 223-7100
          E-mail: mark.mersel@bryancave.com


ROBERTS LAND: Court Sets Oct. 27 Plan Confirmation Hearing
----------------------------------------------------------
On July 28, 2011, the U.S. Bankruptcy Court for the Middle
District of Florida approved the disclosure statement filed
June 7, 2011, and the addendum filed on July 26, 2011, describing
Roberts Land & Timber Investment Corp. & Union Land & Timber
Corp.'s Plan.

The Court set Oct. 13, 2011, as the deadline for filing written
acceptances or rejections of the plan.

A confirmation hearing is scheduled for Oct. 27, 2011, at 1:30
p.m.

Objections to confirmation must be filed no later than Oct. 20,
2011.

As reported in the TCR on July 20, 2011, the Debtors filed a first
amended joint plan of reorganization.

Under the plan, the Debtor will, within 10 days of the Effective
Date, convey its entire fee simple interest in and to the real
property situated in Baker County, Florida, and referred to as the
Woodstock Industrial Site, to Farm Credit of Florida, ACA, in full
satisfaction, release and discharge of all indebtedness owed to
the it.

Holders of Class 6 Allowed Unsecured Claims will receive one
hundred twenty (120) equal monthly payments equivalent to 1/120 of
their total Class 6 distribution for a period of ten years with
the first payment thirty days from the Effective Date and
subsequent payments continuing every month thereafter.

Debtor will pay all claims from Debtor's post petition income from
mortgage and note receivables, income from cattle grazing and hunt
leases, income from the sale and development of real estate and
from management income.

A copy of the First Amended Joint Plan is available at:

  http://bankrupt.com/misc/robertsland.firstamendedjointplan.pdf

A copy of the Disclosure Statement, dated June 7, 2011 is
available for free at:

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

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & Timber Corp. also sought Chapter 11
protection (Case No. 11-03853).

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management
of real estate developments, mortgage receivables, cattle grazing
leases and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


ROBERTS LAND: Court Abates Hearing on Farm Credit Lift Stay Motion
------------------------------------------------------------------
On July 20, 2011, Chief U.S. Bankruptcy Judge Paul M. Glenn,
abates the hearing on the motion of Farm Credit of America, ACA,
for relief from the automatic stay, until service on the motion
has been made in accordance with Fed. R. Bank. P. 7004, as
required by Fed. R. Bank P. 9014.

On July 19, 2011, Farm Credit asked the U.S. Bankruptcy Court for
the Middle District of Florida, to lift the automatic stay, or
alternatively, to dismiss the cases of Roberts Land & Timber
Investment Corp., et al., citing:

  i) the Debtors' cases have not been filed in good faith.  Rather
     than litigating a foreclosure action with Farm Credit in
     state court, the Debtors chose to file for Chapter 11 to
     invoke the automatic stay;

ii) the Debtors' Plan cannot be confirmed because the Plan
     provides Farm Credit with only a portion of its collateral
     in full satisfaction of its claims.

iii) in addition to the "occasional and infrequent"sale of the
     Real Property, the Debtors' only income is approximately
     $8,000 per year from a hunting lease.  The remainder of the
     Debtors' income consists of mortgage receivables pledged
     to Community State Bank and used to service its debt.

iv) Debtors lack sufficient income to adequately protect Farm
     Credit's interest in the Real Property.

  v) Debtors has no equity in the Real Property and the Real
     Property is not necessary for an effective reorganization.

Counsel for Farm Credit may be reached at:

     Brian P. Hall, Esq.
     SMITH, GAMBRELL & RUSSELL, LLP
     Suite 3100, Promenade II
     1230 Peachtree Street
     Atlanta, GA 30309
     Tel: (404) 815-3500

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & Timber Corp. also sought Chapter 11
protection (Case No. 11-03853).

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management
of real estate developments, mortgage receivables, cattle grazing
leases and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


SEAARLAND SHIPPING: Files for Ch. 11 to Beat U.K. Ship Seizures
---------------------------------------------------------------
Seaarland Shipping Management B.V., a vessel manager, filed for
Chapter 11 protection on July 29 in New York (Bankr. S.D.N.Y. Case
No. 11-13634), along with affiliates that own six tankers and bulk
carriers.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Amsterdam-based company explained in court
filings how Credit Agricole Corporate & Investment Bank, as agent
to the Company's lenders, seized one ship on July 21 and was on
the cusp of seizing two more on July 29.  The arrest of the vessel
was authorized by the U.K. Admiralty Court.

According to the report, Seaarland filed under Chapter 11 on an
emergency basis after Credit Agricole attached a bank account with
almost $1.8 million on July 29. The Chapter 11 filing precluded
the seizure of the two other vessels.

Mr. Rochelle notes that according to court filings, Credit
Agricole is owed $89.7 million.  It has mortgages on the three
vessels it seized or was in the process of seizing.  Royal Bank of
Scotland is agent for lenders with mortgages on three other
vessels to secure a $117.7 million debt.

Mr. Rochelle discloses that Seaarland doesn't have financing for
the Chapter 11 case.  It filed papers asking the bankruptcy court
to authorize use of the cash Credit Agricole seized.

The petition said assets and debt are both more than $100 million
and less than $500 million.

             $1.2 Million for Fuel & Other Expenses

Samuel Howard at Bankruptcy Law360 reports that Marco Polo
Seatrade BV on Monday tried to free up $1.2 million for fuel,
wages and other pressing expenses days after filing for Chapter 11
in New York to prevent lenders from seizing its tankers.

Marco Polo said the funds were needed to continue operating
profitably after the vessel management company and three
affiliates rushed into Chapter 11 for protection from lenders that
turned against an out-of-court restructuring process, according to
Law360.

                       Global Vessel Market

The affiliates that filed for bankruptcy are Marco Polo Seatrade
B.V., Cargoship Maritime B.V., and Magellano Marine C.V.  Marco
Polo is the sole owner of Seaarland, which in turn is the sole
owner of Cargoship, and also holds a 5% stake in Magellano.  The
remaining 95% stake in Magellano is owned by Amsterdam-based Poule
B.V., while another Amsterdam company, Falm International Holding
B.V. is the sole owner of Marco Polo.  Falm and Poule didn't file
bankruptcy petitions.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that the companies trace their financial woes back to late
2008, when the global vessel market "fell into disarray."  Marco
Polo said in court papers it wasn't able to perform under the
guarantees issued for the performance of its chartering companies,
Cargoship and Magellano, and eventually sought to launch a debt
restructuring with the help of their senior lenders.  After a year
and a half of restructuring talks and cost-cutting, Marco Polo
said it believed it was close to completing its goals and to
securing new financing from Credit Agricole.  DBR relates the
lender proposed a $4 million financing package last month, but
Marco Polo countered that it would need $10 million.  Rather than
counter with a new financing offer, Credit Agricole launched a
foreclosure proceeding against one of the three vessels securing
its claims.

According to DBR, Marco Polo fears the seized vessel could be sold
"in an inefficient judicial foreclosure proceeding in the U.K.,
which will fail to maximize the value of the vessel for the
benefit of all creditors."


SEAARLAND SHIPPING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Seaarland Shipping Management B.V.
        Delflandlaan 1
        12HG Floor B
        Amsterdam 1062EA
        The Netherlands

Bankruptcy Case No.: 11-13635

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
Marco Polo Seatrade B.V.                    11-13634


SAN MARCOS: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: San Marcos LLC
        10702 Hathaway Drive, #1
        Santa Fe Springs, CA 90670

Bankruptcy Case No.: 11-42306

Chapter 11 Petition Date: July 28, 2011

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

Judge: Sheri Bluebond

Debtor's Counsel: T. Edward Malpass, Esq.
                  LAW OFFICES OF T. EDWARD MALPASS
                  4931 Birch Street, Suite 300
                  Newport Beach, CA 92660
                  Tel: (949) 474-994
                  Fax: (949) 474-9947
                  E-mail: temalpass@aol.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-42306.pdf

The petition was signed by George Jordan, authorized agent.


SAN MELINDAR: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: San Melindar Entetrprises LLC
        18555 Fieldbrook St.
        Roland Heights, CA 91748

Bankruptcy Case No.: 11-42171

Chapter 11 Petition Date: July 28, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Lavonna G. Hayashi, Esq.
                  LAW OFFICES OF LAVONNA HAYASHI
                  10737 Laurel St #104
                  Rancho Cucamonga, CA 91730
                  Tel: (909) 484-9091
                  Fax: (888) 744-5365
                  E-mail: SAIDTBC@YAHOO.COM

Scheduled Assets: $5,000,000

Scheduled Debts: $831,561

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-42171.pdf

The petition was signed by Melvin Morrow, acting managing partner.


SAUK VILLAGE: S&P Suspends 'BB' SPUR on Bonds on Lack of Info
-------------------------------------------------------------
Standard & Poor's Ratings Services suspended its 'BB' underlying
rating (SPUR) on Sauk Village, Ill.'s series 2000, 2002A, 2002B,
2007A, 2007B, 2007C, 2008, and 2009 bonds and removed the rating
from CreditWatch, where it had been placed with negative
implications on April 29, 2011. "The rating suspension, in
accordance with our policies, reflects our lack of receipt of
timely information of satisfactory quality from the issuer," S&P
said.


SBARRO INC: Lease Decision Period Extended Until Oct. 31
--------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York extended the earlier of (a) Oct. 31,
2011, and (b) the date of the entry of an order confirming a
chapter 11 plan, the time within which Sbarro, Inc., and its
debtor-affiliates must assume or reject the unexpired leases.

As reported in the Troubled Company Reporter on July 22, the
Debtors related that they will not complete their strategic review
of unexpired real property leases or be in a position to determine
whether to assume or reject all of the unexpired leases by the
Aug. 2, deadline.

Sbarro, together with its Debtor and non-debtor affiliates,
operates approximately 1,045 restaurants throughout 42 countries.
The Debtors do not own the real property on which they operate
their restaurants.  Instead, the Debtors lease the real property
from numerous lessors and other counterparties.  As of the
Petition Date, the Debtors were party to approximately 460
unexpired non-residential real property leases with approximately
100 different landlords for their quick-service restaurants and
full-service dining restaurants. The Debtors' leases are vital to
their operations as a going-concern and the ultimate treatment of
such assets will play an integral role in the Debtors' successful
reorganization.

                         About Sbarro, Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  According to its schedules, the Debtor disclosed
$51,537,899 in total assets and $460,975,646 in total debts.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.  DJM Realty Services, LLC,
serves as the Debtors' real estate consultant and advisor.


S.D. BENNER: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: S.D. Benner III, L.L.C.
        7400 Old Lantern Drive, S.E.
        Caledonia, MI 49316

Bankruptcy Case No.: 11-08112

Chapter 11 Petition Date: July 29, 2011

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Michael W. Donovan, Esq.
                  DONOVAN/SCOTT LAW, PLC
                  2910 Lucerne Drive SE, Suite 120
                  Grand Rapids, MI 49546
                  Tel: (616) 285-5552
                  Fax: (877) 810-7890
                  E-mail: Donovan@mwdonovan.com

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

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

The petition was signed by Steven Benner, managing member.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Independent Bank                   Loan                    $22,034
78 S. Main
P.O. Box 441
Rockford, MI 49341


SERACARE LIFE: Explore Options, Including Sale; Lazard on Board
---------------------------------------------------------------
SeraCare Life Sciences, Inc., on Monday said its Board of
Directors has initiated a process to explore and evaluate
potential strategic alternatives for the Company to enhance
shareholder value, which may include a sale or other transaction.

On July 18, the Company tapped Lazard to provide advisory services
to the Board.

SeraCare said it has not made a decision to pursue any specific
transaction or other strategic alternative, so there can be no
assurance that the exploration of strategic alternatives will
result in a sale of the Company or in any other transaction.
There is no set timetable for the process.  SeraCare does not
intend to provide updates or make any further comments regarding
the evaluation of strategic alternatives unless a specific
transaction is recommended by the Board.

Last week, Susan Vogt stepped down as SeraCare CEO after leading
the Company for the past five years.  CFO Greg Gould was named as
interim CEO; he will also continue in his CFO role.

On June 23, SeraCare announced that it received an unsolicited
offer from MSMB Capital proposing to purchase all of the
outstanding shares of SeraCare for $4.25 per share.  As of Aug. 2,
2011, the Company's shares closed at $3.69, down 6.82%, according
to information from the Company's Web site.

For the quarter ended June 30, 2011, SeraCare reported revenue of
$11.0 million, a 15% decrease when compared to $13.0 million in
revenue for the quarter ended June 30, 2010.  Net income decreased
to $500,000 from net income of $1.3 million for the quarter ended
June 30, 2010.

Mr. Gould said, "The decline in revenue was driven primarily by
two previously disclosed events: the expiration of certain
government-funded contracts and projects, which led to a decrease
in BioServices revenues of $1.3 million, or 33%, compared to the
prior year, and a reduction in purchases from a single large
customer as we transition it to a new, jointly developed product,
which contributed to a decrease in Diagnostics & Biopharmaceutical
Products revenue of $0.7 million, or a 7% reduction, compared to
the prior year. The decrease in revenues had an impact on our
gross margin and net income due primarily to the nature of our
fixed costs, which could not be scaled with the decreased
revenues."

As of June 30, 2011, the Company had total assets of $44.8
million, total liabilities of $5.9 million, and total
stockholders' equity of $38.8 million.

                   About SeraCare Life Sciences

Based in Milford, Massachusetts, SeraCare Life Sciences, Inc.
(NASDAQ: SRLS) provides products and services to facilitate the
discovery, development and production of human diagnostics and
therapeutics.  SeraCare's innovative portfolio includes diagnostic
controls, plasma-derived reagents and molecular biomarkers,
biobanking and contract research services.

SeraCare Life Sciences, Inc. -- http://www.seracare.com/-- filed
for chapter 11 protection on March 22, 2006 (Bankr. S.D. Calif.
Case No. 06-00510).  Garrick A. Hollander, Esq., Paul J. Couchot,
Esq., Peter W. Lianides, Esq., and Sean A. O'Keefe, Esq., at
Winthrop Couchot, represented the Debtor.  The Official Committee
of Unsecured Creditors selected Henry C. Kevane, Esq., and Maxim
B. Litvak, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, as its counsel.  Thomas E. Patterson, Esq., and Martin R.
Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, Mark I.
Bane, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP,
represented the Ad Hoc Committee of Equityholders.  When the
Debtor filed for protection from its creditors, it listed $119.2
million in assets and $33.5 million in debts.

In May 2007, SeraCare's joint plan of reorganization become
effective and SeraCare emerged from bankruptcy.  The Plan allowed
SeraCare to pay off all its creditors in full and exit bankruptcy
under the ownership of its existing shareholders.  The Plan also
provided for the settlement of SeraCare's alleged liabilities in a
shareholders' class action lawsuit.


SHOWPLACE: IMC Completes Acquisition of High Point Properties
-------------------------------------------------------------
Heath E. Combs at Furniture Today reports that International
Market Centers has completed its acquisition of Showplace and
associated properties, the final step in its plan to purchase the
majority of showroom space of the furniture industry's biggest
U.S. markets in High Point and Las Vegas.

Earlier this year, the report recalls, a Guilford County Superior
Court judge said the value of a tentative deal was about US$43
million.  The proposal was in court because the Showplace
properties were in receivership, the report relates.

Furniture Today discloses that with the Showplace properties, IMC
has about 60% of High Point's active showroom space, including the
International Home Furnishings Center and the former Merchandises
Mart Properties Inc. holdings.  It also owns the World Market
Center in Las Vegas.  The report relates that IMC officials have
said the acquisitions in both cities were valued at US$1 billion.

Showplace along with four other downtown High Point properties
held by the Showplace owners, was placed in receivership in 2009,
by a Guilford County judge after its owners defaulted on an US$81
million note held by Bank of America, Furniture Today says.

The report relays that the properties have more than 930,000
square feet of showroom space, including about 465,000 square feet
in Showplace.  The other properties include Showplace West (the
former First Factors building at 101 S. Main St.) and smaller
buildings at 200 N. Hamilton St., 320 N. Hamilton St. and 330 N.
Hamilton St., the report adds.


SHOPS AT PRESTONWOOD: Owners to Keep Control & Fund Plan
--------------------------------------------------------
The Shops at Prestonwood filed a proposed Chapter 11 plan of
reorganization on June 30, 2011, and an explanatory disclosure
statement on July 14.

The Plan provides for the Debtor to continue to manage and operate
its properties.  The Reorganized Debtor will use net cash flow
from the properties, funds on deposit, and funds from equity
Holders, and sale proceeds to fund the distributions required
under the Plan.

The Equity Holders will advance sufficient funds to the Debtor to
enable the Debtor to pay all amounts necessary to effectuate and
implement and perform under the Plan, including, but not limited
to, administrative costs, expenses, priority claims, interest
payments provided by the Plan, and development costs related to
Phase II of the Shops Development.

With respect to the Phase I of the Shops Development, in the event
of a sale of a particular Lot within the five-year period
following the Effective Date, the proceeds comprising the Adjusted
Purchase Price will first be used to pay in full any allowed
secured claim for which such lot serves as collateral.  Any
remaining proceeds will be distributed to general unsecured
claimants under Class 9 until they are paid in full, without
interest.  To the extent Class 9 claims are satisfied, holders of
subordinated claims of insiders under Class 10 will receive the
proceeds until such time they are paid in full.

With respect to Phase II, the Equity Holders will contribute to
the Debtor any amounts necessary to develop Phase II and the Land
into the marketable and saleable residential townhome Phase II
Lots, including, but not limited to, obtaining final plat
approval, securing permits to begin development of the Phase II
Lots, and actually developing the Phase II Lots.

The Debtor expects to begin to develop the Phase II Lots six
months prior to the sale of all of the Phase I Lots, which is
anticipated to occur within thirty months from the Effective Date.
Upon the development of the Phase II Lots, the Debtor will seek to
market and sell the Phase II Lots within Phase II.  In the event
of a sale of a particular Phase II Lot within the five year period
following the Effective Date, the proceeds comprising the Adjusted
Purchase Price will first be used to pay in full any allowed
secured claims, then the general unsecured claims, and then the
subordinated claims.

A copy of the Disclosure Statement is available for free at:

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

                   About The Shops at Prestonwood

Addison, Texas-based The Shops at Prestonwood, LP's primary assets
consist of approximately 144 residential townhome lots and an
additional 17.170 acres of residential undeveloped land located
within the Shops at Prestonwood subdivision in Denton County,
Texas.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-32209) on April 1, 2011.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $18,200,000 in
assets and $14,151,239 in liabilities as of the Chapter 11 filing.

No creditors' committee, trustee nor examiner has been appointed
in the case.


SOCIETY OF JESUS: Oregon Jesuits Win Ch. 11 Plan Confirmation
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Society of Jesus, Oregon Province has an approved
Chapter 11 reorganization plan.  The U.S. bankruptcy judge signed
orders last week formally confirming the plan.

Mr. Rochelle relates that the Jesuits reached agreement with
sexual abuse claimants' representatives in March.  The plan
creates a trust for 524 claimants, funded with $48.1 million from
the Jesuits and $118 million from one insurance company.  Lawsuits
can be prosecuted against other insurance companies.

The report notes that some of the same claims had been covered by
the Chapter 11 plan for the Catholic Diocese of Fairbanks, Alaska,
which was confirmed and implemented in March 2010.

Society of Jesus, Oregon Province, filed for Chapter 11 bankruptcy
protection (Bankr. D. Ore. Case No. 09-30938) on Feb. 17, 2009.
Alex I. Poust, Esq., Howard M. Levine, Esq., and Thomas W.
Stilley, Esq., at Sussman Shank LLP, serve as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed total
assets at $4,820,386 and total debts at $61,775,829 at the
Petition Date.


ST CLAIR: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: St Clair Realty LLC
        294 Atlantic Avenue
        Brooklyn, NY 11201-5890

Bankruptcy Case No.: 11-46559

Chapter 11 Petition Date: July 28, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Joel B. Rosenthal

Debtor's Counsel: Karamvir Dahiya, Esq.
                  DAHIYA LAW OFFICES, LLC
                  350 Broadway, Suite 412
                  New York, NY 10013
                  Tel: (212) 766-8000
                  Fax: (212) 766-8001
                  E-mail: karam@bankruptcypundit.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-46559.pdf

The petition was signed by Ihab Tartir, sole owner/sole member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ihab H. Tartir                        10-51846            12/21/10


STILLWATER MINING: Common Shares Conditionally Listed on TSX
------------------------------------------------------------
Stillwater Mining Company announced that the Company's common
shares have been conditionally approved for listing on the Toronto
Stock Exchange, subject to the fulfillment of standard conditions.
The Stillwater common shares are expected to begin trading on the
TSX under the symbol "SWC" prior to the end of August 2011.

Francis R. McAllister, Stillwater Chairman and CEO, commented,
"This is a positive step for Stillwater and its shareholders.
Listing on the TSX in addition to our long standing listing
relationship with the NYSE will increase our visibility and
profile in the mining industry.  Listing on the TSX also provides
benefits to shareholders such as enhanced market access for
Canadian investors."

                      About Stillwater Mining

Billings, Montana-based Stillwater Mining Company --
http://www.stillwatermining.com/-- is the only U.S. producer of
palladium and platinum and is the largest primary producer of
platinum group metals outside of South Africa and Russia.  The
Company's shares are traded on the New York Stock Exchange under
the symbol "SWC."

The Company's balance sheet at March 31, 2011, showed $974.54
million in total assets, $344.74 million in total liabilities and
$629.80 million in total stockholders' equity.

Stillwater carries a 'B' issuer credit ratings from Standard &
Poor's.

As reported by the TCR on Aug. 1, 2011, Moody's Investors Service
upgraded Stillwater Mining Company's Corporate Family Rating (CFR)
and Probability of Default Rating to B2 from Caa1 in recognition
of the continued improvement in financial and operational
performance which Moody's views as sustainable.  The CFR upgrade
reflects the meaningful recovery in Stillwater's primary end-
market (the automotive sector), associated increase in demand for
the company's mined platinum group metals (PGMs), and the increase
in both palladium and platinum prices throughout 2010
and into 2011.


TAO-SAHI: U.S. Trustee Unable to Form Committee
-----------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Tao-Sahi LP have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
developed among the creditors.

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., at Jackson Walker LLP, serves as bankruptcy
counsel.  Bolton Real Estate Consultants, Ltd., serves as the
Debtor's appraiser.  In its Schedules, the Debtor disclosed
$24,735,728 in assets and $20,584,065 in debts.  The petition was
signed by Clayton Isom, CEO of Tao Development Group, LLC, general
partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.


TAO SAHI: Stipulation on Use of Cash Collateral Approved
--------------------------------------------------------
Judge Ronald B. King approved a stipulation between Tao-Sahi LP,
Clayton Isom, John Sellers and Rashid Al-Hmoud, and S2 Acquisition
LLC regarding the Debtor's use of cash collateral.

On April 16, 2008, Clayton Isom, John Sellers and Rashid Al-Hmoud
executed a third party Guaranty Agreement in favor of Specialty
Finance Group LLC, which was ultimately assigned and transferred
to S2 Acquisition LLC.

John A. Sellers has previously filed a motion to reconsider and
modify the agreed order for authority to use cash collateral in
the ordinary course, provide adequate protection.

The terms of the stipulation are:

     1. The Cash Collateral Order will not prejudice the
        Guarantors' right to contest the extent, validity,
        priority or amount of the prepetition indebtedness and/or
        the Loan Documents, and all rights are expressly preserved
        and the Court retains jurisdiction to determine the
        extent, validity or priority of S2 Acquisition's liens and
        pre-petition indebtedness to S2 Acquisition.

     2. The Cash Collateral Order will not prejudice S2
        Acquisition's right to pursue any and all remedies, claims
        and causes of action against the Guarantors it has or may
        have under the Guaranty and/or the Loan Documents, and all
        rights are expressly preserved, and nothing herein or the
        Cash Collateral Order will prejudice any defense,
        counterclaim or other rights S2 Acquisition may have
        against the Guarantors.

     3. The Cash Collateral Order will not prejudice Guarantors
        rights to pursue any and all remedies, claims and causes
        of action against S2 Acquisition they have or may have
        and all rights are expressly preserved, and the Cash
        Collateral Order will prejudice any defense, counterclaim
        or other rights Guarantors may have against S2
        Acquisition.

     4. The Cash Collateral Order is amended and clarified to
        provide that the Guarantors shall not be included in the
        definition of "Challenge Party"under the Cash Collateral
        Order.

As reported in the Troubled Company Reporter on July 18, 2011,
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Tao-Sahi, LP, to use until Aug. 31,
2011, the cash collateral.

S2 Acquisition LLC, which asserts a perfected security interest in
the cash collateral, agreed to the continued use of such by the
Debtor.

As adequate protection, the Debtor will make a monthly payment of
$40,170 to S2 Acquisition, and a monthly payment of up to $10,000
of S2 Acquisition's fees and expenses until the effective date of
a confirmed plan.

S2 Acquisition is also granted a first replacement liens and
additional lien on all assets of the Debtor and an allowed
superpriority administrative claim.

The Collateral and Superpriority Claims is subject to a carve-out
for professional fees and fees to be paid to the Clerk of the
Court and the U.S. Trustee.

A full-text copy of the Cash Collateral Order is available for
free at http://bankrupt.com/misc/TAOSAHILP_cashcoll_order.pdf

                          About Tao-Sahi

Tao-Sahi LP owns the Holiday Inn NW - Seaworld in San Antonio,
Texas.  Tao-Sahi has no employees.  The Hotel is managed under
contract with an independent management company.  Tao-Sahi filed
for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 11-52027) on
June 7, 2011, to stay foreclosure of the hotel and restructure its
debts.  Judge Ronald B. King presides over the case.  Marvin E.
Sprouse, III, Esq., at Jackson Walker LLP, serves as bankruptcy
counsel.  Bolton Real Estate Consultants, Ltd., serves as the
Debtor's appraiser.  In its Schedules, the Debtor disclosed
$24,735,728 in assets and $20,584,065 in debts.  The petition was
signed by Clayton Isom, CEO of Tao Development Group, LLC, general
partner.

S2 Acquisition LLC, an opportunity fund associated with Square
Mile Capital Management in New York, acquired the hotel debt from
the failed Silverton Bank.  S2 Acquisition is represented by Tom
Rogers, Esq., and Shari L. Heyan, Esq., at Greenberg Traurig.


TEE INVESTMENT: Creditor Says Plan Understates Deficiency Claim
---------------------------------------------------------------
WBCMT 2006-C27 Plumas Street, LLC, secured creditor objects to the
disclosure statement in connection with Tee Investment Company,
Limited Partnership's proposed Plan of Reorganization because no
creditor could make an informed vote based on the omissions and
misinformation provided in the Disclosure Statement.

According to the Secured Creditor, at best, the Plan proposes a
dividend to general unsecured creditors of less than 1.75%, but in
fact any dividend would be much smaller under the Plan, because
the Disclosure Statement grossly understates Secured Creditor's
likely deficiency claim.  Moreover, the dividend actually should
be much greater, because at least one insider of Debtor is jointly
and severally liable as a general partner, and other insiders have
substantial exposure for other reasons.

The Secured Creditor also points out that the liquidation analysis
in the Disclosure Statement fails even to mention these things,
let alone offer excuses for Debtor's favorable treatment of
insiders.  The Debtor's omissions are particularly inexplicable
because many of the same issues were raised in connection with
Secured Creditor's successful motion to maintain the pre-petition
receiver as custodian of the Debtor's property and excuse the
Receiver from turnover.

WBCMT 2006-C27 Plumas Street is represented by:

     Neil W. Bason, Esq.
     DUANE MORRIS LLP
     One Market Plaza, Spear Street Tower, Suite 2200
     San Francisco, California 94105-1127
     Tel: (415) 957-3000
     Fax: (415) 957-3001
     E-mail: nwbason@duanemorris.com

A full-text copy of the Disclosure Statement, dated May 31, 2011,
is available for free at http://ResearchArchives.com/t/s?7638

                        The Chapter 11 Plan

As reported in the June 13, 2011 edition of the TCR, the Plan
designates seven classes of claims:

CLASS   CLAIMS                       SUMMARY OF TREATMENT
-----   ------                       --------------------
N/A    Administrative Expenses      Paid in full on the latest of
                                     (a) on or before the
                                     Effective Date; (b) when due
                                     or later date as approved by
                                     the claimant; or (c) when
                                     allowed by Final Order

N/A    Administrative Claims        Paid in full.

N/A    Priority Claims              Paid in full.

  1     Secured Claim of ARCS        ARCS will retain its security
                                     interest in the Property as
                                     evidenced by the ARCS Deed of
                                     Trust.  The ARCS Secured
                                     Claim will bear interest at
                                     the rate of 4.25% per annum
                                     from and after the Effective
                                     Date.

  2     Secured Claim of Ford        Will retain its existing
        Motor Credit-2007 Ford       security interest in the 2007
        Ranger                       Ford Ranger.  The Claim will
                                     bear interest at the rate of
                                     6% per annum.

  3     Secured Claim of Ford        Will retain its existing
        Motor Credit-2006 Ford       security interest in the 2006
        E250 Van                     Ford Ranger.  The Claim will
                                     bear interest at the rate of
                                     6% per annum.

  4     Secured Claim of Ford        Will retain its existing
        Motor Credit-2006 Ford       security interest in the 2006
        Ranger                       Ford Ranger.  The Claim will
                                     bear interest at the rate of
                                     6% per annum.

  5     Secured Claim of GMAC        Will retain its existing
        -2008 Chevrolet Colorado     security interest in the 2006
                                     Ford Ranger.  The Claim will
                                     bear interest at the rate of
                                     6% per annum.

  6     Unsecured Claims             Allowed Unsecured Claims will
                                     receive a pro-rata
                                     distribution of the equity
                                     contribution.

  7     Membership Interest          Members will retain their
                                     membership interests in the
                                     Reorganized Debtor, but will
                                     receive no distribution until
                                     Class 1 through 6 are paid in
                                     full.

The Plan will be funded by the Debtor's income from the ongoing
operation of its business.  The Debtor anticipates that this will
be sufficient to make the payments due of the Class 1, 3, 4 and 5
claims.  The Debtor's members will contribute $75,000 of which
$50,000 will be distributed to unsecured creditors.  The sum will
be deposited into a segregated trust account prior to the Plan
confirmation.

Should the Debtor be forced to terminate its business operations
or convert its case to Chapter 7 and have a trustee conduct the
liquidation of its assets, the Debtor estimates that that
liquidation will result in payment only to Excel National Bank on
its secured claim (Class 1 creditor) and no distribution to any of
the other creditors (Classes 2, 3, 4, 5, and 6.  This is because
Debtor will be unable to obtain any financing, which will lead to
foreclosure on the Property and the personal property, according
to court papers.  The Debtor believes the value of the Property
can only be enhanced by continued operation of the Property,
reaching stabilized occupancy, and a more favorable economic
environment, court papers said.

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, filed for Chapter 11 bankruptcy
protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615).
The Debtor estimated its assets and debts at $10 million to $50
million.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-
53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-
51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev.
10-50506) filed separate Chapter 11 petitions.


TITAN MFG., INC.: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Titan Mfg., Inc.
        6381 Metro Plantation Road
        Fort Myers, FL 33966

Bankruptcy Case No.: 11-14557

Chapter 11 Petition Date: July 29, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

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

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

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

The petition was signed by Thomas J. McAfee, Jr., managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Manatee Enterprises, LLC              11-14564            07/29/11


TOWNSENDS INC: Omtron Will Close Siler & Mocksville Facilities
--------------------------------------------------------------
Jonathan Starkey at Delaware Online reports that Omtron USA, owned
by billionaire Oleg Bakhmatyuk, told North Carolina officials that
it would close plants in Siler City and Mocksville, where about
1,000 people have been working. Closings are expected by October.

According to the report, Omtron USA bought assets of Townsends
Inc. out of bankruptcy in February has decided to retreat, closing
the business and laying off more than 1,000 people, including
about 40 in Delaware.

Delaware Online notes that about 18 people who work in Townsends'
corporate office in Georgetown lost their jobs.  An additional 20
are winding down the business there and will also be laid off.

                        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: Stipulation Resolving 503(b)(9) Claims Payment OK'd
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware, on July 15, 2011, approved the
stipulation resolving the motion to compel payment of undisputed
Section 503(b)(9) claims in the Chapter 11 cases of TW Liquidation
Corp., et al.

The stipulation was entered among the Debtors and DIP lenders and
prepetition bank group lenders, manufacturers and Traders Trusts
Company as successor-in-interest to Wilmington Trust Company, PNC
Bank, N.A., Greenstone Farm Credit Services, ACA/FLCA, and AgStar
Financial Services, PCA, and the Official Committee of Unsecured
Creditors.

On May 13, the Committee filed its motion for an order compelling
the Debtors to immediately make payment from the escrow fund.

As of June 17, the Debtors reported that the aggregate total of
all allowed/undisputed/settled claims, reserve for
disputed/unresolved/improperly classified claims and estimated
professional fees related to such reconciliation is $13,050,000,
significantly less than the $15,600,000 503(b)(9) Claims Fund.

Pursuant to the stipulation:

   1. The Debtors will pay all undisputed or otherwise resolved
503(b)(9) claims from the 503(b)(9) funds within 21 days after
entry of an order approving the stipultaion, and will establish a
503(2)(9) Claim reserve escrow of $401,577 for the payment of
remaining disputed 503(b)(9) Claims as such claims, if any, are
fully resolved, and for the payment of outstanding professional
fees allocable to administration of 503(b)(9) claims.

   2. The Debtors will release all escrowed funds with respect to
the working capital contingency, which is the secured lenders'
collateral, which funds will be paid to the secured lenders soon
as practicable after entry approving the stipulation.

   3. The motion to compel will be deemed withdrawn.

                        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.


TRANSWEST RESORT: Ch. 11 Plan Would Inject $30 Million in Hotels
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Transwest Resort
Properties Inc., the owner of two bankrupt Westin hotels, filed a
Chapter 11 plan Friday that calls for the restructuring of its
mortgage loan and the investment of $30 million of new capital in
the debtor.

According to Law360, the reorganization plan also includes a
multiyear property improvements plan that would see $33 million
put into refurbishing Westin Hilton Head Island Resort in South
Carolina and Westin La Paloma Resort and Country Club in Tucson,
Ariz.

                      About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., and Elizabeth S.
Fella, Esq., at Quarles & Brady LLP, in Tucson, Ariz., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at up to $50,000 and debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on Nov. 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Hundley & Company,
LLC, serves as financial restructuring and interest rate experts,
and Hospitality Real Estate Counselors as valuation consultant and
expert.  Transwest Hilton Head Property estimated assets at
$10 million to $50 million and debts at $100 million to
$500 million.  Transwest Tucson Property estimated assets at
$50 million to $100 million and debts at $100 million to
$500 million.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors on Dec. 15, 2010.


UNIFI INC: Reports $13.51 Million Net Income in June 26 Quarter
---------------------------------------------------------------
Unifi, Inc., reported net income of $13.51 million on $194.85
million of net sales for the quarter ended June 26, 2011, compared
with net income of $5.47 million on $176.96 million of net sales
for the quarter ended June 27, 2010.

The Company also reported net income of $25.09 million on $707.83
million of net sales for the year ended June 26, 2011, compared
with net income of $10.68 million on $616.75 million of net sales
for the year ended June 27, 2010.

The Company's balance sheet at June 26, 2011, showed $537.06
million in total assets, $237.41 million in total liabilities and
$299.65 million in shareholders' equity.

"Despite the effects of a sluggish economy and significant
increases in raw material prices throughout the year, our focus on
continuous improvement across all areas of the organization helped
drive increases in net income and EBITDA for the year," said Bill
Jasper, Chairman and CEO of Unifi.  "We are pleased with progress
made in operational efficiency and the growth of our premier value
added products and are encouraged by the positive response from
our customers to the opening of our Repreve Recycling Center.  We
are also pleased by the performance of Parkdale America and its
effective management of the business despite highly volatile
cotton prices during the year."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/43nbFq

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.

In December 2010, Standard & Poor's Ratings Services said that it
raised its corporate credit and senior secured debt ratings on
Greensboro, N.C.-based Unifi Inc. to 'B' from 'B-'.  The ratings
upgrade and stable outlook reflect S&P's belief that Unifi will
continue to improve its operating performance and sustain its
recently strengthened credit measures as it end-use markets
continue to recover.

                           *    *     *

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


UNITED CONTINENTAL: Reports June 2011 Traffic Results
-----------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) reported June 2011
operational results for United Air Lines, Inc. and Continental
Airlines, Inc.

United and Continental's combined consolidated traffic (revenue
passenger miles) in June 2011 decreased 0.9 percent versus pro
forma June 2010 results on a consolidated capacity (available seat
miles) increase of 0.6 percent.  The carriers' combined
consolidated load factor in June 2011 was down 1.3 points compared
to the pro forma results from the same period last year.

United and Continental's June 2011 combined consolidated and
mainline passenger revenue per available seat mile (PRASM) each
increased an estimated 4.0 to 5.0 percent compared to the pro
forma results from June 2010.

June year-over-year PRASM growth was reduced due to the
impact of the company's trans-Atlantic joint-venture revenue-
sharing agreement, which is accounted for as Passenger Revenue.
The second quarter impact of this agreement is booked entirely in
June.  While the agreement was executed in the fourth quarter of
2010, revenue-sharing aspects of the joint venture are
retroactive to Jan. 1, 2010, and activity related to revenue-
sharing obligations in the first nine months of 2010 was recorded
as Other Operating Expense in the fourth quarter of 2010.
Therefore, revenue results for the first three quarters of 2010
do not reflect the negative impact of the joint-venture
obligation.  In addition to the joint-venture impact, June 2010
revenue results also included an accounting adjustment related to
interline billings that increased the company's June 2010 year-
over-year PRASM growth by approximately 2 percentage points.

             United Continental Holdings, Inc.
     Pro Forma Preliminary Operational Results

                      2011        2010    Percent
                      June        June    Change
                      ----        ----    ------
Revenue Passenger Miles ('000)
Domestic          8,863,199   8,940,885     (0.9%)

International     7,973,308   8,071,983     (1.2%)
Atlantic          3,836,225   3,914,752     (2.0%)
Pacific           2,780,130   2,836,400     (2.0%)
Latin America     1,356,953   1,320,831      2.7%
Mainline         16,836,507  17,012,868     (1.0%)
Regional          2,375,306   2,378,451     (0.1%)
Consolidated     19,211,813  19,391,319     (0.9%)

Available Seat Miles ('000)
Domestic         10,022,779  10,070,071     (0.5%)
International     9,351,877   9,229,209      1.3%
Atlantic          4,426,256   4,393,296      0.8%
Pacific           3,221,438   3,209,693      0.4%
Latin America     1,704,183   1,626,220      4.8%
Mainline         19,374,656  19,299,280      0.4%
Regional          2,927,917   2,879,401      1.7%
Consolidated     22,302,573  22,178,681      0.6%

Passenger Load Factor
Domestic              88.4%       88.8%  (0.4pts.)
International         85.3%       87.5%  (2.2pts.)
Atlantic              86.7%       89.1%  (2.4pts.)
Pacific               86.3%       88.4%  (2.1pts.)
Latin America         79.6%       81.2%  (1.6pts.)
Mainline              86.9%       88.2%  (1.3pts.)
Regional              81.1%       82.6%  (1.5pts.)
Consolidated          86.1%       87.4%  (1.3pts.)

Onboard Passengers
Mainline              8,836       9,006  (1.9pts.)
Regional              4,173       4,183  (0.2pts.)
Consolidated         13,009      13,189  (1.4pts.)

Cargo Revenue Ton Miles ('000)
Total               215,430     259,235 (16.9pts.)

             United Continental Holdings, Inc
             Pro Forma Preliminary Financial Results

                                             Change
                                             ------

May 2011 year-over-year
consolidated PRASM change                      14.9%

May 2011 year-over-year
mainline PRASM change                          14.8%

June 2011 estimated year-over-year
consolidated PRASM change               4.0% to 5.0%

June 2011 estimated year-over-year
mainline PRASM change                   4.0% to 5.0%

June 2011 estimated consolidated
average price per gallon of fuel,
including fuel taxes                           $3.13

Second Quarter 2011 estimated
consolidated average price per
gallon of fuel, including fuel taxes           $3.10

       Preliminary June Operational Results for United

                           2011   2010   Change
                           ----   ----   ------
On-Time Performance        74.6%  79.5% (4.9pts.)
Completion Factor          98.1%  98.7% (0.6pts.)

                    May 2011 Traffic Results

United Continental Holdings, Inc. (NYSE: UAL) reported May 2011
operational results for United Air Lines, Inc. and Continental
Airlines, Inc.

United and Continental's combined consolidated traffic (revenue
passenger miles) in May 2011 decreased 0.3 percent versus pro
forma May 2010 results on a consolidated capacity (available seat
miles) decrease of 0.6 percent.  The carriers' combined
consolidated load factor in May 2011 was up 0.2 points compared to
the pro forma results from the same period last year.

United and Continental's May 2011 combined consolidated and
mainline passenger revenue per available seat mile (PRASM) each
increased an estimated 14.0 to 15.0 percent compared to the pro
forma results from May 2010.

             United Continental Holdings, Inc.
     Pro Forma Preliminary Operational Results

                      2011        2010    Percent
                      May         May     Change
                      ----        ----    ------
Revenue Passenger Miles ('000)
Domestic          8,124,630   8,269,246     (1.7%)
International     7,628,868   7,556,962      1.0%
Atlantic          3,688,500   3,639,134      1.4%
Pacific           2,670,250   2,713,638     (1.6%)
Latin America     1,270,118   1,204,190      5.5%
Mainline         15,753,498  15,826,208     (0.5%)
Regional          2,272,239   2,251,796      0.9%
Consolidated     18,025,737  18,078,004     (0.3%)

Available Seat Miles (000)
Domestic          9,357,063   9,674,459     (3.3%)
International     9,321,412   9,160,742      1.8%
Atlantic          4,442,633   4,309,215      3.1%
Pacific           3,228,484   3,295,130     (2.0%)
Latin America     1,650,295   1,556,397      6.0%
Mainline         18,678,475  18,835,201     (0.8%)
Regional          2,845,879   2,814,802      1.1%
Consolidated     21,524,354  21,650,003     (0.6%)

Passenger Load Factor
Domestic              86.8%       85.5%   1.3pts.
International         81.8%       82.5%  (0.7pts.)
Atlantic              83.0%       84.5%  (1.5pts.)
Pacific               82.7%       82.4%   0.3pts.
Latin America         77.0%       77.4%  (0.4pts.)
Mainline              84.3%       84.0%   0.3pts.
Regional              79.8%       80.0%  (0.2pts.)
Consolidated          83.7%       83.5%   0.2pts.

Onboard Passengers
Mainline              8,298       8,487     (2.2%)
Regional              3,991       3,988      0.1%
Consolidated         12,289      12,475     (1.5%)

Cargo Revenue Ton Miles ('000)
Total               230,787     282,939    (18.4%)

             United Continental Holdings, Inc
             Pro Forma Preliminary Financial Results

                                             Change
                                             ------
April 2011 year-over-year
consolidated PRASM change                       7.9%

April 2011 year-over-year
mainline PRASM change                           8.2%

May 2011 estimated year-over-year
consolidated PRASM change             14.0% to 15.0%

May 2011 estimated year-over-year
mainline PRASM change                 14.0% to 15.0%

May 2011 estimated consolidated average
price per gallon of fuel, including
fuel taxes                                     $3.11

Second Quarter 2011 estimated consolidated
average price per gallon of fuel,
including fuel taxes                           $3.10

       Preliminary May Operational Results for United

                           2011   2010   Change
                           ----   ----   ------
On-Time Performance        78.4%  84.8% (6.4pts.)
Completion Factor          98.8%  98.9% (0.1pts.)

                     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.


UTGR INC: Table Gaming Denial Won't Spur Return to Ch. 11
---------------------------------------------------------
Boston.com reports that Rhode Island's Twin River slot parlor has
told a federal judge it will be financially viable even if
Massachusetts approves casino gambling, and Rhode Island does not
approve table games.

According to Providence Journal, Twin River casino gave U.S.
Bankruptcy Judge Arthur Votolato a status update on Sunday.

Judge Votolato had asked the Lincoln slot parlor executives to
explain statements they had made to the General Assembly when
pushing for legislation that would permit table games.  The
executives had warned lawmakers that without expanding to tables
Rhode Island stands to lose casino business to Massachusetts.

But they told judge Vototalo that even without table gaming they
won't need to refile for Chapter 11 protection no matter what
happens in Massachusetts.

                        About UTGR Inc.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano served
as claims and notice agent.  In its bankruptcy petition, the
Company estimated assets of less than $500 million and debt
exceeding $500 million.

UTGR implemented its reorganization plan on Nov. 5, 2010.  While
UTGR had obtained bankruptcy court confirmation of the Plan
in June 2010, it needed the state to adopt legislation to
implement the reorganization.


VALENCE TECHNOLOGY: Amends Loan Agreements with Berg & Berg
-----------------------------------------------------------
Valence Technology, Inc., and Berg & Berg Enterprises, LLC, are
parties to two loan agreements dated July 17, 1990, and Oct. 5,
2001, respectively.  On July 27, 2011, Berg & Berg and the Company
agreed to further amend these loan agreements to extend the
maturity date of the loans from Sept. 30, 2012, to Sept. 30, 2015.
The managing member of Berg & Berg is Carl E. Berg, who is the
Chairman of the Company's Board of Directors and the principal
stockholder of the Company.

                      About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on $45.88
million of revenue for the year ended March 31, 2011, compared
with a net loss of $23.01 million on $16.08 million of revenue
during the prior year.

The Company's balance sheet at March 31, 2011, showed $36.01
million in total assets, $91.24 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$63.83 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VCA ANTECH: S&P Affirms 'BB' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Los Angeles-based VCA Antech Inc.

"We also affirmed our 'BB+' issue-level rating on subsidiary Vicar
Operating Inc.," S&P related.

"In addition, we revised the outlook to negative following
consecutive quarters of organic sales declines that have reduced
margins and increased leverage above 4x. The $100 million in
incremental term loan A will sustain leverage above 4x for the
near term, in our opinion," S&P said.

"The speculative-grade rating on VCA reflects the veterinary
health company's fair business risk profile, which is subject to a
still-weak economy," said Standard & Poor's credit analyst Michael
Berrien, "as our expectation for no more than low-single-digit
organic sales growth in the near term demonstrates." This is an
extension of recession-related weakness over the past two years.
Moreover, VCA's aggressive financial risk profile reflects
leverage that has been sustained at more than 4x during the two
quarters ended March 31, 2011, and the possibility that borrowing
for the acquisition of Medmedia USA and BrightHeart will limit
substantive improvement in leverage through 2012.


VIBRANTING COMMUNITIES: Lifespace Buys Fairview Village Community
-----------------------------------------------------------------
Elaine Johnson at DownersGrovePatch reports that Lifespace
Communities is set to complete its acquisition of the Fairview
Village retirement community [Mon]day.

Under terms of the acquisition, the Downers Grove institution is
being rebranded as Oak Trace.  Scott Harrison, Lifespace president
& CEO, said the new name will help the community recognize the
changes in the facility, while still building upon the foundation
of the previous organization.




Fairview Ministries Inc. and several other not-for-profit
corporations associated with Downers Grove, Illinois-based
VibrantLiving Communities & Services filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-04386) on
Feb. 4, 2011.  Judge Susan Pierson Sonderby presides over the
case.  George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, represents the Debtors.  In their
petition, the Debtor estimated assets of between $1 million and
$10 million, and debts of between $50 million and $100 million.
Fairview Ministries said it owed at least $59.8 million and
estimated assets of $10 million to $50 million.


WBS LLC: Whitney National Bank Suit Goes Back to State Court
------------------------------------------------------------
Chief District Judge William H. Steele remanded the lawsuit,
Whitney National Bank, v. Lakewood Investors, et al., Civil Action
No. 11-0179 (S.D. Ala.), to the Circuit Court of Mobile County,
Alabama, for further proceedings.  The lawsuit was removed
following the bankruptcy filing of one of the defendants, WBS LLC.
Whitney National Bank commenced the action in Circuit Court in
December 2007 to recover on a defaulted loan to Lakewood
Investors, LLC, as well as on loan guaranties executed by
defendants Southeast Real Estate Investment Corp., Southeast
Properties, I, LLC, and Christopher B. White.  In August 2008, the
state court entered judgment in favor of Whitney and against
defendants, jointly and severally, in the amount of $1,264,241.
The Bank later amended its complaint to include new defendants,
including the Debtor.

In March 2010, WBS temporarily derailed the state court
proceedings by filing a Suggestion of Bankruptcy, revealing that
it had filed a Chapter 11 petition in the U.S. Bankruptcy Court
for the Eastern District of Virginia.  In July 2010, the
Bankruptcy Court granted Whitney relief from the automatic stay so
that it could pursue its claims against WBS in state court.

"To say that this recently-removed action bears a tortured
procedural history would be an understatement," Judge Steele noted
in his July 28, 2011 Order, available at http://is.gd/oBoUJcfrom
Leagle.com.


WEST END FINANCIAL: Substantively Consolidated With Two Funds
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy of fund adviser West End Financial
Advisors LLC was substantively consolidated last month by ruling
of the U.S. Bankruptcy Court in New York.  The adviser's case was
consolidated with the bankruptcies of affiliates West End Cash
Liquidity Fund I LP and West End Dividend Strategy Fund I LP.
West End's current management described how the founder William
Landberg created 42 entities and then proceeded to move money
between the companies in a fashion making it infeasible to
reconstruct financial statements.  Court papers said money was
"hopelessly comingled."

Mr. Rochelle notes that consolidation was with qualifications.
The bankruptcy judge ruled that the rights of parties with regard
to plan confirmation, voting, and distribution aren't affected by
consolidation.  In typical substantive consolidation, assets and
liabilities of all affiliated companies are thrown into one pot,
with creditors receiving distribution without regard to whatever
entity was supposed to be liable on the debt.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


WICKES FURNITURE: District Court Rules on Labor Suit
----------------------------------------------------
In Shirley B. Woods, v. Wickes Furniture Co., Inc., et al., No. 09
CV 300 (N.D. Ill.), pro se plaintiff Shirley Woods sued the now-
defunct Wickes Furniture Company and several of its former
corporate officers and managers, including John Disa (Wickes's
former President), Suzanne Forsythe (Wickes's former Vice
President of Human Resources), and Ken Bretwisch (Woods's former
manager), alleging she was fired from her sales consultant
position in violation of Title VII of the Civil Rights Act of
1964, 42 U.S.C. Sec. 2000e, et seq., and other unidentified
federal and Illinois laws.  Forsythe and Disa have moved under
Federal Rule of Civil Procedure 12(b)(6) to dismiss the claims
against them.  The court allowed Bretwisch to join in their
motion.

In a July 28, 2011 Memorandum Opinion and Order, Magistrate Judge
Young B. Kim held that the claims against Forsythe and Disa are
dismissed with prejudice.  Forsythe and Disa are no longer
defendants in this case.  Counts one through five against
Bretwisch are dismissed with prejudice.  Count six against
Bretwisch is dismissed without prejudice.  Ms. Woods is granted
until August 12, 2011, to amend count six.  If she fails to timely
amend count six, count six against Bretwisch will be dismissed
with prejudice.  Counts seven and eight are dismissed with
prejudice in their entirety as to all named defendants.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is a furniture retailer in the
U.S. with 43 retail stores serving greater Chicago, Los Angeles,
Las Vegas, and Portland.  Founded in 1971, Wickes offers room
packages featuring complete living rooms, dining rooms, bedrooms
as well as bedding, home entertainment, accessories and accent
furniture.  Wickes employs more than 1,700 employees and offers
products from leading furniture and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No.
08-10213).  Nancy Peterman, Esq., at Greenberg Traurig LLP, in
Florida and Sandra G. Selzer, Esq., at Greenberg Traurig LLP, in
Delaware represent the Debtors in their restructuring efforts.
The Debtors selected Epiq Bankruptcy Solutions LLC as claims,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors.  Margaret M. Manning, Esq., at Whiteford
Taylor & Preston in Wilmington, Delaware, represents the Committee
in these cases.  Wickes Furniture Company's schedules show total
assets of $95,503,244 and total liabilities of $153,787,895.
Wickes Holding's schedules show total assets of $15,108,493 and
total liabilities of $79,535,472.


WOODS CANYON: Has Until Aug. 8 to File Schedules of Assets & Debts
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted on July 27, 2011, the ex parte motion of Woods Canyon
Associates L.P. for a short extension of time for it to file
schedules of assets and liabilities, statement of financial
affairs and other required documents, up to and including Aug. 8,
2011.

Woods Canyon Associates L.P., based in Temecula, California, filed
for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-32418)
on July 11, 2011.  Ron Bender, Esq., and Krikor J. Meshefejian,
Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
serve as the Debtor's bankruptcy counsel.  In its petition, the
Debtor estimated assets of $10 million to $50 million, and debts
of $1 million to $10 million.

The petition was signed by Paul Garrett, president/sole
shareholder of Woods Canyon's general partner.

Three affiliates Diaz Road Properties, LLC (Bankr. C.D. Calif.
Case No. 11-28473); RCI Redbird, LLC (Bankr. C.D. Calif. Case No.
11-28479); and RCI Rio Nedo, LLC (Bankr. C.D. Calif. Case No.
11-28470) filed separate Chapter 11 petitions on June 6, 2011.
Affiliate RCI Regional Grove, LLC (Bankr. C.D. Calif. Case No.
11-22055) filed on April 12, 2011.

Judge Deborah J. Saltzman was originally assigned to Woods
Canyon's case, but was later replaced by Judge Scott C. Clarkson,
who handled the affiliates' cases.


YOUTH RESEARCH: Four Convicted and Sentenced in Testing Fraud Case
------------------------------------------------------------------
The U.S. Consumer Product Safety Commission disclosed the final of
four sentences handed down in federal court against the president
of Tampa- based Youth Research, Inc., and its contractors.  Youth
Research's president and two of the firm's contractors were
convicted of various federal offenses related to falsifying data
in connection with child resistance testing of cigarette and
multi-purpose lighters.  A third contractor was convicted of
destroying documents in connection with the federal grand jury
investigation of the matter.  The tests are required in order to
ensure that the lighters are child-resistant and must be conducted
in accordance with a specific protocol.

A CPSC Health Scientist first discovered the fraud while examining
routine test reports submitted to CPSC by Youth Research.  The use
of the same children in repeated tests with inconsistent reported
birth dates, genders, and schools, and the presence of similar
handwriting, misspelled names, and forged parental signatures
raised suspicions and sparked CPSC's investigation.  Additional
staff at CPSC was brought in to further assess the data and
investigate the case.

In January 2007, CPSC referred the case to the U.S. Department of
Justice's Office of Consumer Protection Litigation, which
developed additional evidence that demonstrated that fraudulent
data was submitted in connection with almost every test performed
by Youth Research or its contractors.

CPSC Chairman Inez Tenenbaum praised CPSC staff for its hard work.
"I applaud the thorough investigative work of CPSC staff that led
to these criminal convictions and sentences," said Tenenbaum.
"Firms are on notice that fraudulent testing of hazardous products
such as lighters will not be tolerated by CPSC.  Child-resistant
lighters prevent young children from starting deadly fires."

Joyce Serventi was sentenced to two years of probation today by
Judge Susan Wigenton in the United States District Court for the
District of New Jersey, and ordered to pay a $3,000 fine.
Serventi, 62, the President of a New Jersey corporation which
contracted to do testing for Youth Research, pled guilty to one
count of conspiracy for her role in falsifying data in connection
with child resistance testing.  Serventi was the last of the four
defendants to be sentenced for their roles in the scheme.

Youth Research's President, Karen Forcade, 67, was sentenced on
September 21, 2010 for her role in the conspiracy.  Judge James D.
Whittemore, of the U. S. District Court for the Middle District of
Florida, sentenced Forcade to eight months in prison followed by
eight months of home confinement.  She was also ordered to pay a
$10,000 fine.  Youth Research declared bankruptcy when the CPSC
investigation began and is now out of business.

Stephanie Van Treuren, 64, a contractor for Youth Research, was
sentenced on September 27, 2010 in the Middle District of Florida
to two years' probation, three months of home detention and a fine
of $3,000 for her role in the conspiracy.  Van Treuren conducted
child resistance testing for Youth Research and submitted false
data in connection with those tests.

Nancy Buhrmann was sentenced to 21 months in prison and two years
supervised release for destroying and causing others to destroy
paper and electronic documents in connection with a federal grand
jury investigation of the fraudulent testing.  Buhrmann, 52, was
employed as a project manager at a contracting firm in Tampa Bay,
Fla., and conducted and supervised child resistance testing of
lighters for Karen Forcade and Youth Research.  She was sentenced
on February 17, 2011, in the Middle District of Florida, and has
filed an appeal of that sentence.

CPSC is charged with protecting the public from unreasonable risks
of injury or death associated with the use of the thousands of
consumer products under the agency's jurisdiction.  Deaths,
injuries, and property damage from consumer product incidents cost
the nation more than $900 billion annually.  CPSC is committed to
protecting consumers and families from products that pose a fire,
electrical, chemical, or mechanical hazard.  CPSC's work to ensure
the safety of consumer products--such as toys, cribs, power tools,
cigarette lighters, and household chemicals--contributed to a
decline in the rate of deaths and injuries associated with
consumer products over the past 30 years.


* Fitch Keeps United States' 'AAA' Rating on Debt Ceiling Increase
------------------------------------------------------------------
Fitch Ratings says that, as it expected, agreement was reached on
an increase in the United States' debt ceiling and, commensurate
with its 'AAA' rating, the risk of sovereign default remains
extremely low. While the agreement is clearly a step in the right
direction, the United States, as in much of Europe, must also
confront tough choices on tax and spending against a weak economic
back drop if the budget deficit and government debt is to be cut
to safer levels over the medium term.

The increase in the debt ceiling and agreement on the broad
parameters of a deficit-reduction plan support Fitch's judgment
that, despite the intensity and theatre of political discourse in
the United States, there is the political will and capacity to
ultimately do the right thing. In Fitch's opinion, the agreement
is an important first step but not the end of the process towards
putting in place a credible plan to reduce the budget deficit to a
level that would secure the United States' 'AAA' status over the
medium-term.

Fitch said in its June 8 comment, 'Potential Rating Implications
of a Failure to Raise the US Debt Ceiling,' that if the ceiling
was not raised by the date projected by the Treasury (Aug. 2) then
the U.S. sovereign rating would be placed on Rating Watch
Negative. While this has been averted - albeit at the last
possible moment - Fitch now expects to conclude its scheduled
review of the U.S. sovereign rating by the end of August. The
review will focus on the U.S. sovereign credit fundamentals
relative to 'AAA' peers and medium-term economic and fiscal
prospects in light of Sunday's agreement on cuts of nearly USD1
trillion over 10 years on discretionary spending and the
establishment of a bipartisan, bicameral Congressional committee
that will identify an additional USD1.5 trillion of additional
deficit reduction by year-end.  The agreement passed by Congress
provides for an initial increase of the debt limit of
USD400 billion and introduces procedures that would allow the
limit to be raised further in two additional steps, for a
cumulative increase of between $2.1 trillion and $2.4 trillion by
end-2011.

The fundamental economic and financial underpinning of the United
States' 'AAA' status remains strong despite the heated political
debate over the role of government and how best to reduce the
outsized federal budget deficit.  Corporate sector balance sheets
and profitability are healthy, underlying productivity growth is
still relatively strong, and the U.S. dollar remains unchallenged
as the global reserve currency. Financial sector and household
balance sheets are being repaired, though the process will be
prolonged and costly in terms of a relatively weak recovery in
economic activity and employment.

Recent revisions to estimates of gross domestic product reveal
that the recession associated with the 2008-09 financial crisis
was even deeper and the recovery somewhat weaker than previously
estimated, underscoring Fitch's assessment that most of the
federal budget deficit is structural in nature.  Even if, as Fitch
currently forecasts, the recovery regains some momentum in the
second half of this year and over the medium term can sustain an
annual rate of growth of around 2.5%, significant revisions to tax
and spending policies will be required to materially reduce the
budget deficit.

Market and refinancing risks are minimized by monetary and
exchange rate flexibility, the status of the U.S. dollar as the
global reserve currency, and the size and liquidity of the US
Treasury market that is without parallel.

Moreover, the interest burden of federal debt is projected to
remain moderate by historical standards and broadly in line with
'AAA' peers.  Nonetheless, at a time of heightened concerns
regarding the creditworthiness of sovereign governments in mature
industrialized economies, it is essential that a credible multi-
year deficit reduction plan is articulated and implemented. On
current trends Fitch projects that U.S. government debt, including
debt incurred by state and local governments as well as the
federal government, will reach 100% of GDP by the end of 2012, and
will continue to rise over the medium term - a profile that is not
consistent with the United States retaining its 'AAA'
sovereign rating.


* Moody's Confirms Aaa ratings directly linked to U.S. Government
-----------------------------------------------------------------
Moody's Investors Service confirmed the Aaa ratings of financial
institutions directly linked to the US government: Fannie Mae,
Freddie Mac, the Federal Home Loan Banks, and the Federal Farm
Credit Banks.

"We have also confirmed the Aaa ratings of securities either
guaranteed by, backed by collateral securities issued by, or
otherwise directly linked to the US government or the affected
financial institutions.  These actions follow the confirmation of
the Aaa rating assigned to the US government. In conjunction with
the revision of the US government outlook to negative, the rating
outlook for these directly linked issuers has also been revised to
negative," Moody's said.

"In addition to the Aaa ratings of financial institutions directly
linked to the US government, we have also confirmed the Aa2
subordinated debt ratings of Fannie Mae and Freddie Mac and the
Aa2 Issuer ratings of the Farm Credit Bank of Texas and U.S.
AgBank FCB.

Moody's has confirmed the ratings assigned to pre-refunded
municipal bonds (which are invested in government or related
securities).  These bonds do not carry outlooks.

Moody's also has confirmed ratings assigned to certain housing
bonds that are supported or guaranteed by the US government, and
other municipal ratings that are directly linked to the rating of
the US government.  If applicable, the outlook for these bonds is
negative.  However, 21 public housing authority capital fund
financings remain on review for possible downgrade, pending
further evaluation of their fundamental credit profile, including
risks related to future federal appropriations that are their
primary source of repayment.

Structured finance securities that hold government-linked debt as
their primary collateral have also been confirmed. These include
transactions defeased by US Treasury strips, transactions backed
by FFELP government guaranteed student loans, and US RMBS backed
by government agency mortgages. These bonds do not carry outlooks.
There are 158 FFELP ABS tranches which were on review prior to the
July 13, US sovereign rating action. Those tranches remain on
review for possible downgrade because of either operational risk
or performance reasons.

Further information on ratings indirectly linked to the US
government that are under review for possible downgrade will be
communicated to the market in the coming days.


* Small-Business Bankruptcies Continue to Fall
----------------------------------------------
Emily Maltby, writing for The Wall Street Journal, reports that
the small-business bankruptcy count continues to fall, but the
rate of decline has slowed in the last three months.  The Journal
relates that after peaking in early 2009, the number of small
firms filing for bankruptcy began to drop.  In 2010, the rate of
decline picked up, with bankruptcies dropping at least 4.4% in
each quarter on the Small-Business Bankruptcy Index, a metric
compiled by credit agency Equifax Inc.  In the most recent
quarter, however, small-business bankruptcies decreased less than
1% and are hovering at 2008 levels.


* Manatt Insurance Group Snags Gilbert Founding Partner
-------------------------------------------------------
Manatt, Phelps & Phillips, LLP, disclosed that David B. Killalea
and Stephen T. Raptis have joined the Washington, D.C., office as
partners in the Insurance Recovery Practice Group and Litigation
Division.  Both lawyers come from Gilbert LLP, where Killalea was
a founding partner and Raptis was of counsel.

Killalea and Raptis concentrate on insurance recovery and
insurance counseling, representing corporate policyholders in
obtaining coverage under general liability, directors and
officers, and a range of other types of insurance.  Additionally,
they provide strategic defense, liability minimization and
bankruptcy advice to companies, developing strategies to
efficiently and effectively defend mass tort claims and minimize
mass tort liabilities.  They regularly manage complex multi-
million-dollar insurance matters.

"Insurance coverage issues frequently arise with respect to
shareholder derivative suits, products liability cases, class
actions, advertising injury, employment practices, property
damage, and environmental litigation. David and Steve have a deep
understanding of potential coverage pitfalls and can skillfully
advise our clients on the insurance ramifications of their
corporate acquisitions and litigation," said Chad S. Hummel, chair
of Manatt's Litigation Division.

"We continue to strategically grow Manatt's Insurance Recovery
Practice Group, adding top lawyers with sophisticated national
practices," Hummel added.  "David and Steve are known for their
successful track records in major insurance litigation cases and
will add immediate value to our top-notch team."

The practice continues to grow, and the additions of Killalea and
Raptis come just four months after Susan Page White joined the Los
Angeles office as a partner in the group.  Her practice also
focuses on representation of corporate clients to maximize their
insurance protection.

David B. Killalea's diverse practice spans all aspects of
insurance recovery, including litigation, complex multiparty
negotiations and strategic counseling, as well as other commercial
litigation.  He represents companies in securing insurance
coverage for their mass tort and other liabilities through
litigation in state and federal trial and appellate courts,
mediations, arbitrations and negotiations that often are highly
complex and involve many parties.

Killalea has represented debtor companies and corporate parents of
debtors in several of the most hotly contested asbestos-related
bankruptcy cases in the country.  He has successfully litigated
complex disputes at the intersection of insurance and bankruptcy
law and has secured many tens of millions of dollars in coverage
for bankruptcy debtors.

He earned a B.A. from Virginia Tech and a J.D. from the University
of Virginia School of Law.

Stephen T. Raptis represents commercial policyholders in complex,
multiparty insurance disputes involving coverage for mass torts,
environmental contamination, and other liabilities.  He has more
than 15 years of experience litigating major insurance cases and
other commercial disputes in numerous state and federal courts, as
well as resolving such disputes through negotiation and
alternative dispute resolution procedures.  Matters in which
Raptis has been substantially involved have culminated in
recoveries of hundreds of millions of dollars for corporate
policyholders.

He earned a B.A. magna cum laude from West Virginia University and
a J.D. from West Virginia University College of Law.

            About Manatt, Phelps & Phillips, LLP

Manatt, Phelps & Phillips, LLP -- http://www.manatt.com/--
is one of the nation's leading law firms, with offices
strategically located in California (Los Angeles, Orange County,
Palo Alto, San Francisco and Sacramento), New York (New York City
and Albany) and Washington, D.C. The firm represents a
sophisticated client base -- including Fortune 500, middle-market
and emerging companies -- across a range of practice areas and
industry sectors.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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