TCR_Public/110809.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 9, 2011, Vol. 15, No. 219

                            Headlines

12 BYFIELD: Wins Plan Approval, Thwarts Bank's Conversion Motion
15-35 HEMPSTEAD: Bank Wins Auction With $13.5-Mil. Offer
155 EAST TROPICANA: Execs Got More as Revenue Dropped, Says Lender
155 EAST TROPICANA: Hooters Casino Has Interim Cash-Use Authority
4KIDS ENTERTAINMENT: Nantahala Capital Owns 6.131% of Common Stock

4KIDS ENTERTAINMENT: Court OKs Eisneramper LLP as Auditor
5TH AVENUE: Wants to Hire Richard M. Kipperman as Replacement CRO
AMERICA WEST: CFO Rodriguez Resigns; Robison CEO Takes Over
ANGELO & MAXIE: Wins Confirmation of Liquidating Plan
ARAPAHOE LAND: Asks for Dismissal of Chapter 11 Case

ATI ACQUISITION: Gets 'Caa2' from Moody's as School Papers Revoked
AUTOTRADER.COM INC: S&P Retains 'BB+' Corporate Credit Rating
AVIS BUDGET: S&P Rates $600-Million Term Loans at 'BB'
AWAL BANK: HSBC Loses Bid to Dismiss Chapter 11 Case & Lawsuit
BELTWAY ONE: Files Schedules of Assets and Liabilities

BLACK WOLF: Case Summary & 11 Largest Unsecured Creditors
BLUEGREEN CORP: Stops Offering Under Retirement Plan
BNC MORTGAGE: Famatiga Suit v. Mortgage Firms Dismissed
BORDERS GROUP: Executives Leave; Alix's Etlin Takes Over
BORDERS GROUP: Parties Oppose Terms of IP Assets, Leases Sale

BORDERS GROUP: Camelot LLC Wants to File Late Claim
BRIDGE VIEW: Voluntary Chapter 11 Case Summary
CDC PROPERTIES II: Hires Graham & Dunn as Replacement Counsel
CENTRAL FALLS, R.I.: Judge Wants City Back on Track ASAP
CLAIM JUMPER: Sets Plan Confirmation as Black Canyon Settles

CLEAR CREEK: Files New Schedules of Assets & Liabilities
CNO FINANCIAL: S&P Raises Counterparty Credit Rating to 'B+'
COMMERCIAL VEHICLE: Files Form 10-Q; Incurs $2.2-Mil. Loss in Q2
COMMERCIAL VEHICLE: To Issue 1.4 Million Common Shares Under Plan
CONGRESS SAND: Beveridge & Diamond Okayed as Environmental Counsel

CRACKER BARREL: S&P Withdraws 'BB-' Corporate Credit Rating
CRYSTAL CATHEDRAL: Taps Prudential Calif. as Condominium Broker
CST INDUSTRIES: S&P Lowers Corporate Credit Rating to 'B'
CYBEX INTERNATIONAL: Files Form 10-Q; Incurs $555,000 Loss in Q2
DAVID'S WESTMINSTER: Ch. 7 Trustee Says Business Could Reopen

ELEPHANT & CASTLE: Can Hire Eckert Seamans as Bankruptcy Counsel
ELEPHANT & CASTLE: Epiq Bankruptcy OK'd as Claims, Noticing Agent
ELEPHANT & CASTLE: Taps BellMark Partners as Financial Advisor
ELEPHANT & CASTLE: Rose Group OK'd for Labor, Employment Matters
ENDEAVOUR INTERNATIONAL: S&P Withdraws CCC+ Corp. Credit Rating

EOS PREFERRED: Buys $46-Mil. Residential Assets from Aurora Bank
EVANS OIL: Plan Filing Exclusivity Expires Aug. 12
EVERGREEN PLAZA: Taps M. Jonathan Hayes as Gen. Bankruptcy Counsel
FAITH CHRISTIAN: Taps Lyons & Farrar as Counsel for BP Claim
FAITH CHRISTIAN: Taps Judkins Simpson to Handle Marriage Action

FAITH CHRISTIAN: Meeting of Creditors Resumes Tomorrow
FAITH CHRISTIAN: Plan Disclosures Hearing Tomorrow
FENTON SUB: Court OK's Fredrikson & Byron as Bankruptcy Counsel
FISHER COMMS: Moody's Upgrades Corporate Family Rating to 'B1'
GENERAL MOTORS: Old GM Still Holding $2.36 Billion in New GM Stock

GENTIVA HEALTH: Moody's Reviews Ba3 Corporate for Downgrade
GIORDANO'S ENTERPRISES: Ousted Owner Mulls Bid, Raising $70MM
HANLEY WOOD: Likely to Restructure Due to Cash Woes, Says Moody's
HOMELAND SECURITY: Acquires All Outstanding Timios Capital Stock
HOTEL AIRPORT: Case Summary & 20 Largest Unsecured Creditors

HOWREY LLP: Bills to Bankr. Advisors Start to Pile Up
HOWREY LLP: To Hire Duane Morris as Special Counsel
HUDSON HEALTHCARE: Meeting to Form Creditors Committee Friday
J. RAY MCDERMOTT: Moody's Affirms 'Ba1' Corporate; Outlook Stable
JACKSON HEWITT: Wins Confirmation of Exit Plan

JEFFERSON COUNTY: May Be Near Deal with Bondholders
KAZI FOODS: Can't Assume KFC Franchise Deals Absent Consent
KOBRA EFS: Unit Files Schedules of Assets & Liabilities
KRONOS INTERNATIONAL: Reports $67.8 Million Net Income in Q2
LAW ENFORCEMENT: Frost PLLC Resigns as Independent Accountant

LIBBEY INC: S&P Raises Corporate Credit Rating to 'B+'
LIFECARE HOLDINGS: Completes Acquisition of HealthSouth Hospitals
LINDA M JONES: Bankruptcy Case Re-converted to Chapter 11
LINDEN PONDS: To Seek Plan Confirmation on Aug. 18
LITTLETON APARTMENTS: Files Schedules of Assets and Liabilities

LITTLETON APARTMENTS: Has Interim Access to Secured Lenders' Cash
LOS ANGELES DODGERS: Seeks Court OK for $150 Million Loan from MLB
LTV STEEL: Defunct Vendor Retains Attorney-Client Privilege
LYMAN LUMBER: Files for Chapter 11 to Sell to Investment Firm
LYMAN LUMBER: Case Summary & 20 Largest Unsecured Creditors

MACCO PROPERTIES: Shareholder Wants Reorganization Case Dismissed
MACCO PROPERTIES: Price Edwards OK'd as Trustee's Property Manager
MACROSOLVE INC: Steve Signoff Appointed Chief Executive Officer
MATIKA VILLA: Case Summary & 20 Largest Unsecured Creditors
MEDCLEAN TECHNOLOGIES: Inks Director Agreement with C. Nelson

MORGANS FOODS: Black Horse, et al., Do Not Own Common Shares
MORGANS HOTEL: Inks $100MM Revolving Facility with Deutsche Bank
NETWORK SOLUTIONS: Moody's Affirms B2 CFR; Outlook Stable
NPS PHARMACEUTICALS: To Issue $150 Million of Securities
OMNICARE INC: Moody's Affirms Ba3 CFR; Outlook Negative

OMNICARE INC: S&P Affirms 'BB' Corporate Credit Rating
ORESTES & MELODY: Meeting to Form Committee on Thursday
PACIFIC LUMBER: Buyers Wins Appeals Court Reversal $29.7MM Order
PACIFICUS REAL: Files Schedules of Assets and Liabilities
PERRY COUNTY: Fitch Withdraws 'BB' Rating on Revenue Bonds

PETROHUNTER ENERGY: Incurs $1.4-Mil. Net Loss in June 30 Quarter
PICHIS INC: Case Summary & 20 Largest Unsecured Creditors
PLATINUM PROPERTIES: Wants Until Dec. 21 to File Chapter 11 Plan
PMI MORTGAGE: S&P Lowers Counterparty Credit Rating to 'CCC-'
POST STREET: Amends Schedules of Assets and Liabilities

PRECISION OPTICS: Sells IP to Intuitive for $2.5 Million
QUINCY MEDICAL: Files Schedules of Assets and Liabilities
QUINCY MEDICAL: Needs to Have Winning Bidder by Aug. 17
RANCHO CUCAMONGA: Involuntary Chapter 11 Case Summary
REICHMANN PETROLEUM: ConocoPhillips Sued Over Unpaid Revenues

REVIVAL OUTREACH: Court Wants Changes to Plan Outline
RHODE ISLAND: Moody's Reviews Ba1 Rating for Possible Downgrade
RIVER EAST: Judge Eugene R. Wedoff Resumes Case Assignment
ROTHSTEIN ROSENFELDT: Investors Suit v. TD Bank Sent to Fla. Court
SEAHAWK DRILLING: Anthion Master Fund Owns 5.07% of Common Shares

SIGNATURE STYLES: Has Approval for Reinstatement on Google
SL GREEN: Fitch Rates $250-Mil. Sr. Unsecured Notes at 'BB+'
SPANSION INC: Valuation Appeal Dismissed as Moot
STANLEY NEWQUIST III: Transfers Property to Creditor
STEVE MCKENZIE: Grant Konvalinka Denied Leave to Sue Trustee

STILLWATER MINING: Reports $42.7 Million Net Income in Q2
SUMMIT VIEW: Law Firm's Claim Limited to $200T Settlement
SYSTEMS HOLDING: Case Summary & 11 Largest Unsecured Creditors
TAWK DEVELOPMENT: Moves Plan Exclusivity Hearing to Aug. 31
TEGRANT CORP: S&P Raises Corporate Credit Rating to 'CCC+'

TEN X: Files Schedules of Assets and Liabilities
TERRANOVA-2007: Voluntary Chapter 11 Case Summary
TERRESTAR CORP: Files Disclosure Statement for Plan
TERRESTAR CORP: Plan Exclusivity Expires Oct. 14
TEX X CAPITAL: Can Access Cole Taylor Bank's Cash Until Aug. 31

TREY RESOURCES: Stanley Wunderlich Appointed to Board
TRIBUNE CO: Asks OK of Settlement of 2007 Minimum Wage Class Suit
TRICO MARINE: Anticipates Plan to Be Effective Tomorrow
UNUM GROUP: Moody's Affirms '(P)Ba1' Subordinate Shelf Rating
VALENCE TECHNOLOGY: Incurs $3.09 Million Net Loss in June 30 Qtr.

VALLEY BAPTIST: Fitch Puts 'BB' Rating on Watch Evolving
VILLAGE AT CAMP BOWIE: Denies Confirmation of Second Amended Plan
VITAMINSPICE: Involuntary Chapter 11 Case Summary
VITRO SAB: Seeks $6.2 Million From Bondholders for Fees
VITRO SAB: U.S. Units Have Until Oct. 4 to Propose Ch. 11 Plan

WASHINGTON MUTUAL: DOJ Ends Probe With No Criminal Charges
WASHINGTON MUTUAL: Court Names Carolyn Cairns as Mediator
WASHINGTON MUTUAL: Committee Taps Partnoy as Litigation Consultant
WHITTLE DEVELOPMENT: Amended Reorganization Plan Confirmed
W.R. GRACE: Files Post-Confirmation Report for Second Quarter

W.R. GRACE: Paul Weiss Represents Holders of $369MM Debt
W.R. GRACE: Opens Manufacturing Facility in Gurgaon, India
YELLOW MEDIA: S&P Lowers Corporate Credit Rating to 'BB+'
YRC WORLDWIDE: Announces Composition of Board Committees

* Business Bankruptcies Down 13% From Last Year

* Ex Birmingham, Ala. Mayor's Bribery Conviction Appeal Denied

* S&P Speculative-Grade Composite Spread Widens to 609 Bps
* S&P's U.S. Downgrade Doesn't Affect Top-Rated Corporate Issuers
* S&P Ratings on U.S. Banks Unaffected by Sovereign Downgrade

* S&P Cuts Housing Issues Backed by Fannie, Freddie to 'AA+'
* S&P Lowers Ratings on 5 Insurance Groups After U.S. Downgrade
* Weiss Ratings Credits S&P for Important First Step

* Large Companies With Insolvent Balance Sheets


                            *********


12 BYFIELD: Wins Plan Approval, Thwarts Bank's Conversion Motion
----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York denied, without prejudice, New USA
Bank's request to convert 12 Byfield, LLC's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

At the hearing held on July 13, 2011, the Court declared the
motion as moot due to confirmation of the Debtor's Plan of
Reorganization.

As reported in the Troubled Company Reporter on July 19, the Plan
will be implemented by and through the proceeds of an exit
financing, a loan from TDC Secured Strategies Fund, LLC, secured
by a first priority priming lien on the Debtor's single family
residence project in the approximate amount of $3 million for a
term of 18 months, with two extension options of three months
each.

The proceeds of the exit financing will be sufficient to permit
the Reorganized Debtor to fund the initial distribution to
creditors, payment of allowed administrative claims (including
professional fees), payment of allowed priority tax claims,
completion of the Project, interest payments to USA Ban, and carry
costs for a reasonable time period to market and sell the Project
so as to maximize value.

To the extent that there is a shortfall, the holders of the equity
interests have agreed to infuse up to an additional $250,000.

Secured creditor USA Bank will be paid in full from the proceeds
of the sale of the Project.  Holders of mortgage options, a
separate group of secured creditors, will also be paid in full.

Holders of allowed priority claims will be paid in cash, in full.

Holders of general unsecured claims will be paid 50% of their
allowed claims on the later of the effective date or the date any
such claim becomes an allowed claim and 50% of their allowed
claims from the proceeds of the sale of the Project after payment
of the higher ranked creditors.

Under the Plan, holders of existing equity interests (Class 6),
namely, James Scheckter and Susan Scheckter, will be issued new
interests in the Reorganized Debtor.  In exchange for the new
interests, James Scheckter and Susan Scheckter will contribute as
capital to the Reorganized Debtor an amount up to $250,000 in the
aggregate if, when and as needed by the Reorganized Debtor, as
well as guarantee the exit financing and continue their guarantees
of the allowed secured claim of USA Bank.

A copy of the Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/12byfield.amendedDS.pdf

                       About 12 Byfield, LLC

Redding, Connecticut-based 12 Byfield, LLC, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-22740) on
April 16, 2010.  Richard J. Bernard, Esq., at Baker & Hostetler
LLP, assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts as of the Chapter 11 filing.


15-35 HEMPSTEAD: Bank Wins Auction With $13.5-Mil. Offer
--------------------------------------------------------
Elaine Rose at pressofAtlanticCity reports that bankruptcy trustee
Karen L. Gillman, of West Orange, said New York Community Bank,
which holds $17.2 million in mortgages on the View at 101
Boardwalk in Atlantic City, was the successful bidder for the
property, offering to buy the 539-unit apartment complex, formerly
known as the Waterside, for $13.5 million.

According to the report, Steven and Angelina Kates of New York
City, owners of 15-35 Hempstead Properties, bought the building in
February 2007 for $23.3 million.  They learned just before closing
that the city had issued 1,000 code violations and the state
Department of Community Affairs planned to issue hundreds more.

The report says the bankruptcy auction was held Wednesday at the
Trump Taj Mahal Casino Resort.  The sale is contingent on approval
of the U.S. Bankruptcy Court at a hearing scheduled for Aug. 11 in
Camden.

pressofAtlanticCity notes New York Community Bank decided to bid
on the property because it was appraised at more than the
$13.5 million it paid at Wednesday's auction, said Ilene A.
Angarola, executive vice president of investor relations and
corporate communications.

                   About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC and Jackson 299 Hempstead, LLC,
own real property at 101 Boardwalk in Atlantic City, New Jersey.
They filed for Chapter 11 bankruptcy protection (Bankr. D. N.J.
Case Nos. 10-43178 and 10-43180) on Oct. 26, 2010.  Albert A.
Ciardi, III, Esq., at Ciardi Ciardi & Astin, serve as counsel to
the Debtors.   The Debtors each estimated assets and debts at $10
million to $50 million.


155 EAST TROPICANA: Execs Got More as Revenue Dropped, Says Lender
------------------------------------------------------------------
Steve Green at Vegas Inc. reports that Hooters filed for Chapter
11 bankruptcy protection to block a foreclosure by debt holder
Canpartners Realty Holding Company IV, an affiliate of Canyon
Capital Realty Advisors of Los Angeles, which a $20 billion
investment house.

According to the report, attorneys for Canpartners weren't
favorable about Hooters management.

Mr. Green notes Canpartners noted in a court filing that Deborah
Pierce, the chief financial officer of Hooters casino's parent
company, 155 East Tropicana LLC, in early July had an annual base
salary of $191,406 - not counting potential bonuses.  "Sometime
last month, on the eve of bankruptcy, Ms. Pierce's base salary was
increased by 61 percent (to $307,406)," the report quotes
Canpartners as saying.

Mr. Green relates that Canpartners noted that Gary Gregg, chief
operating officer of the casino company, receives a base salary of
$300,000; Michael Hessling, president, receives a base salary of
$275,000; and Neil Kiefer, CEO, receives a $100,000 annual salary.

"Based on the company's financial statements previously
provided to Canpartners by Ms. Pierce, net revenue declined by
34 percent from $66.5 million to $43.7 million from 2007 to 2010,
respectively," Vegas Inc. quotes Canpartners' filing.  "During
that same time period of revenue decline, executive salaries
increased 8 percent whereas salaries for all departments excluding
executives declined by 26 percent and full-time employees were
reduced by 37 percent from 966 FTEs to 605 FTEs."

                      About 155 East Tropicana

155 East Tropicana owns the world's first Hooters Casino Hotel, a
696-room and 4-suite hotel located one block from the Las Vegas
Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, LLC, along with an affiliate, sought Chapter
11 protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.

155 East sought bankruptcy 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.

Brigid M. Higgins, Esq., at Gordon & Silver, Ltd., in Las Vegas,
Nevada, serves as counsel to the Debtors.  Garden City Group,
Inc., is the claims agent.

155 East Tropicana estimated $50 million in assets and $100
million to $500 million in liabilities.


155 EAST TROPICANA: Hooters Casino Has Interim Cash-Use Authority
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Hooters Casino Hotel was given interim authority
Aug. 4 to use cash representing collateral for secured lenders'
claims.  Outlining the casino's options, U.S. Bankruptcy Judge
Bruce A. Markell said in court, "Either you give up the keys
pretty quickly, or you get a consensual plan or you come up with
some new value."

                      About 155 East Tropicana

155 East Tropicana owns the world's first Hooters Casino Hotel, a
696-room and 4-suite hotel located one block from the Las Vegas
Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, LLC, along with an affiliate, sought Chapter
11 protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy 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% of the $130 million in 8.75%
second-lien senior secured notes.  An additional $32.2 million of
interest is owing on the second-lien debt.  US Bank NA is the
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.

Brigid M. Higgins, Esq., at Gordon & Silver, Ltd., in Las Vegas,
Nevada, serves as counsel to the Debtors.  Garden City Group,
Inc., is the claims agent.

155 East Tropicana estimated $50 million in assets and $100
million to $500 million in liabilities.


4KIDS ENTERTAINMENT: Nantahala Capital Owns 6.131% of Common Stock
------------------------------------------------------------------
Nantahala Capital Management, LLC, a Massachusetts limited
liability company, discloses that as of July 25, 2011, it
beneficially owns 829,400 shares of common stock of 4Kids
Entertainment, Inc., representing 6.131% of the issuers'
outstanding common shares.

The percentage ownership is based on 13,528,958 shares of the
issuers' common stock outstanding as stated in the issuer's
Form 10-Q filed on May 16, 2011.

A copy of the Schedule 13D is available at http://is.gd/BOm4AJ

                   About 4Kids Entertainment

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

The principal driver for filing the Chapter 11 cases is the need
to protect 4Kids' most valuable asset -- its rights under an
exclusive license relating to the popular Yu-Gi- Oh! ("YGO")
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to allegedly
wrongfully terminate the license and force 4Kids out of business.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Kaye Scholer LLP is the Debtors' restructuring
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors' claims
and notice agent.  BDO Capital Advisors, LLC, is the financial
advisor and investment banker.  An official committee of unsecured
creditors has not been appointed by the Office of the United
States Trustee.


4KIDS ENTERTAINMENT: Court OKs Eisneramper LLP as Auditor
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved 4Kids Entertainment Inc.'s application to employ
EisnerAmper LLP fka Eisner LLP as auditor and tax advisor.

As reported in the Troubled Company Reporter on July 21, 2011, the
professional services that the firm will render to the Debtors
may include, without limitation:

  a) review of the Debtors' interim financial information for the
     quarters ending June 2011, September 2011 and December 2011;
     and

  b) preparation of the Debtors' federal and state tax returns.

According to the Debtors, the firm is retained on a fixed fee
basis.  In respect of the Debtors' quarterly auditing reviews, the
firm is to be paid $20,000 after the end of each quarter.  In
respect of tax preparation services, the firm is to be paid
$75,000 after the filing of the Debtors' tax returns, which is
estimated to occur in September or October of 2011.  The firm's
hourly rates are:

   Partners                              $450 to $550
   Managers/Senior Managers/Directors    $325 to $425
   Seniors/Staff                         $200 to $300

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                    About 4Kids Entertainment

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

The principal driver for filing the Chapter 11 cases is the need
to protect 4Kids' most valuable asset -- its rights under an
exclusive license relating to the popular Yu-Gi- Oh! ("YGO")
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to allegedly
wrongfully terminate the license and force 4Kids out of business.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Kaye Scholer LLP is the Debtors' restructuring
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors' claims
and notice agent.  BDO Capital Advisors, LLC, is the financial
advisor and investment banker.  An official committee of unsecured
creditors has not been appointed by the Office of the United
States Trustee.


5TH AVENUE: Wants to Hire Richard M. Kipperman as Replacement CRO
-----------------------------------------------------------------
5th Avenue Partners, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to approve a stipulation replacing
its chief restructuring officer.

The stipulation was entered among the Debtor, WestLB AG, New York
Branch, the Official Committee of Unsecured Creditors, Prism
Hotels & Resorts or its direct or indirect affiliate, and
Corporation Management, Inc.

The stipulation provides for, among other things:

   -- the CRO may resign as the Debtor's CRO at any time; and

   -- in the event that the CRO is terminated, the Court will
   approve a replacement CRO prior to the departure of the current
   CRO upon the agreed stipulation of the parties.

PHC Dallas, LLC, an affiliate of Prism, through its designee John
D. Bailey has acted as the Debtor's CRO.  On June 15, 2011, Prism
resigned.  As a result of the resignation, the Debtor's estate
requires a new responsible officer to wrap up and complete the
administration of the Debtor's case.  The Debtor has selected CMI
and its designee Richard M. Kipperman, to replace PHC as the
Debtor's CRO.

                     About 5th Avenue Partners

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

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


AMERICA WEST: CFO Rodriguez Resigns; Robison CEO Takes Over
-----------------------------------------------------------
America West Resources, Inc.'s Chief Financial Officer, Brian
Rodriguez, resigned effective Aug. 1, 2011.

Effective that same date, Brent Davies, age 62, was appointed as
the Company's CFO, with a monthly salary of $15,000.  For over the
last ten years Brent has been the CEO of Robison, Hill & Co., APC,
Certified Public Accountants.  Brent graduated from the University
of Utah in 1973 with a B.S. in Marketing and a B.S. in Management.
After serving as a manager in the S. S. Kresge Co. (K-Mart), he
returned to school and received a B.S. in Accounting and a MBA
(accounting option) in 1976 from the University of Wyoming.  He is
a Certified Management Accountant and has CPA certificates from
California, Nevada, Utah and Wyoming.  He has had 40 years of
diversified public accounting, industry and teaching experience,
including national accounting firm auditing experience; serving as
a controller of a small privately owned company; serving on the
Board of Directors of several small public and private companies;
and participating in accounting and marketing research projects
that resulted in two of the articles which he wrote, being
published in national magazines.  Brent's initial involvement in
the mining industry began in 1972 when he was employed by
Commercial Shearing Inc. which was heavily involved in tunneling
and mine roof support systems.  During his career in public
accounting he has been involved with various oil and gas, coal,
gold, silver, phosphate, sand and gravel mining companies as a
consultant, tax preparer, auditor and in financial statement
preparation.  He has also served on the board of directors for two
mining companies.  Brent is currently serving as the Utah
representative to the State of Nevada CPA Peer Review Acceptance
Body.

                         About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.

The Company reported a net loss of $16.14 million on
$10.07 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $8.70 million on $11.01 million of
total revenue during the prior year.

As reported by the TCR on April 21, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about America West's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has a working capital deficit and has incurred significant
losses.

The Company's balance sheet at March 31, 2011, showed
$28.14 million in total assets, $27.03 million in total
liabilities, and $1.11 million in total stockholders' equity.


ANGELO & MAXIE: Wins Confirmation of Liquidating Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Angelo & Maxie's has an approved liquidating
Chapter 11 plan given the bankruptcy judge's signature on an
Aug. 3 confirmation order.  Unsecured creditors with about
$530,000 in claims are to split up the $160,000 plus recoveries
from lawsuits.  Houston-based Landry's paid about $3 million for
the 230-seat restaurant owned by Angelo & Maxie.  From the total,
$1.19 million covered secured debt that Landry's acquired.  From
the price $160,000 was set aside for unsecured creditors and
$225,000 for expenses of the Chapter 11 case.  An additional
$339,000 was used to cure breaches of the lease.

Angelo & Maxie's, LLC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 11-11112) in Manhattan on March 14, 2011.  Dawn K.
Arnold, Esq., at Rattet Pasternak, LLP, in Harrison, New York,
serves as counsel.  The Debtor estimated up to $1 million in
assets and debts of $1 million to $10 million as of the Chapter 11
filing.


ARAPAHOE LAND: Asks for Dismissal of Chapter 11 Case
----------------------------------------------------
Arapahoe Land Investments, LP, asks the U.S. Bankruptcy Court for
the Southern District of Texas to dismiss its Chapter 11 case.

Arapahoe Land Investments LP owns a 67-acre property in League
City, Texas, worth $13.5 million while its mortgage debt
is $8.5 million.  Trustmark National Bank is the holder of the
mortgage.  The Abundant Life Christian Center of Lamarque Inc.
holds about 75% of the limited partner interests.

Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
11-80194) on April 5, 2011.

Barbara Mincey Rogers, Esq., at Rogers & Anderson,
PLLC, in Houston, Texas, serves as counsel to the Debtor.


ATI ACQUISITION: Gets 'Caa2' from Moody's as School Papers Revoked
------------------------------------------------------------------
Moody's Investors Service lowered ATI Acquisition Company's
corporate family rating and probability of default rating to Caa2
from B2.  Concurrently Moody's lowered the rating on the senior
secured credit facilities to B3 from Ba3 and the rating on the
subordinated credit agreement to Caa3 from Caa1. The ratings were
also placed under review for possible downgrade.

Ratings downgraded:

Corporate family rating to Caa2 from B2;

Probability of default rating to Caa2 from B2;

$17.5 million senior secured revolving credit facility due 2014 to
B3 (LGD2, 29%) from Ba3 (LGD3, 30%);

$155.5 million senior secured term loan due 2014 to B3 (LGD2, 29%)
from Ba3 (LGD3, 30%);

$90 million subordinated credit agreement due 2015 to Caa3 (LGD5,
84%) from Caa1 (LGD5, 84%).

RATINGS RATIONALE

The ratings downgrade was prompted by the Texas Workforce
Commission's ("TWC") recent announcement that it issued a notice
of Intent to Revoke Certificates of Approval for schools owned by
ATI. The notice of revocation requires ATI to immediately cease
enrollment of new students and initiate plans to complete the
training programs of current students at all of ATI's Texas
schools. The TWC announcement stated that the restrictions stem
from ATI's failure to submit accurate and verifiable documentation
about student completion and graduation rates. Previously, the TWC
had placed restrictions on three of the company's schools due to
incorrect student employment information. The magnitude of the
downgrade reflects the fact that ATI's Texas-based schools account
for the bulk of its revenue and profitability. In addition,
Moody's is concerned that these issues could threaten ATI's
eligibility to receive Title IV funds. In Moody's view, the TWC's
actions could ultimately qualify as an event of default under the
credit agreement.

The downgrade of ATI's ratings also reflects challenging operating
conditions, including the soft economic environment and increased
regulatory requirements that have contributed to a declining
student population and generally weaker than expected operating
performance since Moody's first assigned the rating in late 2009.
As a result, Moody's is concerned over the company's ability to
comply with the financial covenants governing the senior secured
credit facilities, particularly given step-down to the leverage
ratio in coming quarters. In Moody's opinion, the TWC's actions
will complicate the company's efforts to secure an amendment to
the credit agreement, if needed.

Moody's review will focus on the overall impact of TWC's actions
on ATI's business and its eligibility for Title IV funds. The
review will also consider the company's liquidity position and
ability to secure an amendment to the credit agreement given
covenant step-downs.

The principal methodology used in rating ATI Acquisition Company
was the Global Business & Consumer Service Industry Rating
Methodology published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

ATI, based in North Richland Hills, Texas, is a postsecondary
education company focused on vocational programs that operates 24
career training centers and schools in Texas, Florida, New Mexico,
Arizona, and Oklahoma.


AUTOTRADER.COM INC: S&P Retains 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services raised all its ratings on
Atlanta-based Cox Enterprises Inc. and its related entities
(except 68% owned AutoTrader.com Inc. [BB+/Stable/--]). "We raised
our long-term corporate credit rating to 'BBB' from 'BBB-' and our
short-term rating to 'A-2' from 'A-3'. The outlook is stable," S&P
said.

"The upgrade recognizes improvement in financial metrics," said
Standard & Poor's credit analyst Richard Siderman, "reflecting
solid cash flow generation at the core cable TV operations,
including consolidated adjusted debt/EBITDA below 3x, and our
expectation that those improvements will be sustained." "The
stable outlook reflects our view that maturity of the cable
operations, as well as financial policy, will likely limit further
improvement in financial metrics. But we also see little downside
rating pressure given the good revenue characteristics of the core
cable operations, along with our expectation of continued prudent
financial policy."

"The upgrade recognizes the trend of improved adjusted debt
leverage, reflecting solid results at the company's core," added
Mr. Siderman, "and well-positioned cable TV operations, enabling
the repayment of more than $2 billion of debt over the past two
years." "The company reported approximately $10.5 billion of debt
outstanding at March 31, 2011. Adjusted debt to EBITDA was 2.8x
for the past three fiscal quarters (on a rolling-12-month basis)
improved from the low- to mid-3x range realized during 2009. Our
view of a continued prudent financial policy from family-
controlled Cox is an additional rating consideration."


AVIS BUDGET: S&P Rates $600-Million Term Loans at 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
ratings to Avis Budget Car Rental LLC's (Avis Budget) proposed
$200 million secured term loan A and $400 million term loan B, and
placed those ratings on CreditWatch with negative implications.
The recovery rating on these issues is '1', indicating our
expectation that lenders would receive very high (90% to 100%)
recovery of principal in the event of a payment default. Avis
Budget is the major operating subsidiary of Avis Budget Group Inc.

"At the same time, we are maintaining our 'BB' issue-level rating
and '1' recovery rating on Avis Budget's $1.5 billion secured
revolver maturing in 2016 (a $300 million increase from current
$1.2 billion). The rating remains on CreditWatch, where we placed
it with negative implications on June 14, 2011, after the company
announced its acquisition of U.K. car renter Avis Europe PLC.
Based on our understanding of the deal, we would likely affirm the
corporate credit rating and assign a stable outlook upon the
closing of the proposed merger, or possibly earlier," S&P related.

The company will use the proceeds from the increase in the
revolver and the term loans, along with cash and other debt, for
its planned $1.8 billion acquisition of Avis Europe, including
repayment of its debt, expected to close in early October 2011.
"Our ratings on the increased revolver and new term loans assume
the successful completion of the acquisition on the proposed
terms. However, even if the acquisition were not to conclude
successfully, we would expect to maintain our '1' recovery rating
on the revolving credit and term loans," S&P related.

Ratings List

Avis Budget Car Rental LLC
Corporate credit rating                 B+/CW Neg/--

Avis Budget Car Rental LLC
$1.5 bil. sec revolver                 BB/CW Neg/--
  Recovery Rating                       1

New Ratings/CreditWatch Action

Avis Budget Car Rental LLC
$200 mil sec term loan A               BB/CW Neg/--
  Recovery Rating                       1
$400 mil sec term loan B               BB/CW Neg/--
  Recovery Rating                       1


AWAL BANK: HSBC Loses Bid to Dismiss Chapter 11 Case & Lawsuit
--------------------------------------------------------------
Charles Russell LLP, the External Administrator of Awal Bank BSC,
won permission from the U.S. Bankruptcy Court to file the Debtor's
schedules of assets and liabilities, a statement of financial
affairs and operating reports without the Creditor Claim
Information.  Bankruptcy Judge Allan L. Gropper denied HSBC Bank
USA, N.A.'s motions to dismiss Awal's chapter 11 case and the
adversary proceeding against it.

The External Administrator had sued to avoid or invalidate HSBC's
set-off of $12,996,220.98 of the Debtor's money two weeks before
the opening of insolvency proceedings in Bahrain.  The External
Administrator also is seeking relief from one of the usual duties
of a chapter 11 debtor -- viz. to disclose the details of each
creditor's claim.  In the alternative, the External Administrator
seeks authorization to file the amount of each creditor's claim
under seal.  HSBC contends (i) that the requested relief should be
denied, (ii) that the chapter 11 case should be dismissed
altogether; and (iii) whether or not the entire chapter 11 case is
dismissed, the adversary proceeding should be dismissed for
failure to state a claim on which relief can be granted.  The
United States Trustee has also objected to filing the details of
each creditor's claim under seal.

Judge Gropper acknowledged that several of the matters addressed
in his opinion raise issues of first impression under chapter 15,
including (i) the contours of a chapter 11 case brought subsequent
to chapter 15 recognition and (ii) whether the External
Administrator can sustain the Complaint against HSBC's motion to
dismiss and pursue its efforts to avoid or invalidate the set-off.
Judge Gropper said the motion to dismiss the adversary proceeding
will be denied as HSBC has not, on the pleadings and as a matter
of law, demonstrated that (X) the External Administrator's 11
U.S.C. Sec. 553(b) action is untimely, (Y) Article 4A of the UCC
preempts the External Administrator's common law claims or (Z) the
so-called discharge for value rule precludes the relief sought.

Judge Gropper said the External Administrator has leave to move to
consolidate the chapter 15 and chapter 11 cases.

The lawsuit is Charles Russell, LLP, London, as External
Administrator of Awal Bank, BSC, v. HSBC Bank USA, N.A.,
Adv. Proc. No. 11-01535 (Bankr. S.D.N.Y.).  A copy of Judge
Gropper's Aug. 4, 2011 Memorandum of Opinion is available at
http://is.gd/wKTx9Bfrom Leagle.com.

                          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, 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 in the U.S. proceedings
by lawyers at Brown Rudnick LLP.

Counsel to HSBC Bank USA, National Association, are:

          William J. Brown, Esq.
          David J. McNamara, Esq.
          Allan L. Hill, Esq.
          3400 HSBC Center
          Buffalo, NY 14203-2887
          Tel: (716) 847-7089
          E-mail: wbrown@phillipslytle.com
                  dmcnamara@phillipslytle.com
                  ahill@phillipslytle.com


BELTWAY ONE: Files Schedules of Assets and Liabilities
------------------------------------------------------
Beltway One Development filed with the U.S. Bankruptcy Court for
the District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,500,000
  B. Personal Property            $1,339,074
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,024,842
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $27,768
                                 -----------      -----------
        TOTAL                    $16,839,074      $13,052,610

Ten Saints LLC, a debtor-affiliate also filed its schedules
disclosing assets of $14,766,851 and liabilities of $14,195,600.

                   About Horizon Village, et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near I-
515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth-related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.


BLACK WOLF: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Black Wolf Partners, Ltd.
        P.O. Box 1540
        Marble Falls, TX 78654

Bankruptcy Case No.: 11-11945

Chapter 11 Petition Date: August 2, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Blvd., Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 697-0047
                  E-mail: frank@franklyon.com

Scheduled Assets: $4,781,453

Scheduled Debts: $3,235,720

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb11-11945.pdf

The petition was signed by Steve Hurst, president of Black Wolf
Dev., general partner.


BLUEGREEN CORP: Stops Offering Under Retirement Plan
----------------------------------------------------
Bluegreen Corporation filed with the U.S. Securities and Exchange
Commission a Post-Effective Amendment No. 1 relating to the
Registration Statement on Form S-8, which was filed with the SEC
and became effective on Sept. 29, 1998.  The Registration
Statement registered an aggregate of 3,000,000 shares of the
Company's common stock to be offered and sold pursuant to the
Bluegreen Corporation Retirement Savings Plan, the Bluegreen
Corporation 1995 Stock Incentive Plan and the Bluegreen
Corporation 1998 Non-Employee Director Stock Option Plan.  The
Registration Statement also registered an indeterminate amount of
interests to be offered and sold pursuant to the Retirement Plan.

The Company has ceased offering its common stock as an investment
option under the Retirement Plan.  Accordingly, the Company filed
this Post-Effective Amendment No. 1 to the Registration Statement
to withdraw the Retirement Plan from the Registration Statement
and to deregister the Retirement Plan Interests issuable under the
Registration Statement.

                       About Bluegreen Corp.

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

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

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

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

                           *     *     *

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


BNC MORTGAGE: Famatiga Suit v. Mortgage Firms Dismissed
-------------------------------------------------------
District Judge Sean F. Cox granted the defendants' request for
summary judgment and dismissed the lawsuit, Martin Famatiga and,
Heather Kerchen-Famatiga, v. Mortgage Electronic Registration
Systems, Inc., et al., Case No. 10-10937 (E.D. Mich.).  Martin
Famatiga and Heather Kerchen-Famatiga sued Mortgage Electronic
Registration Systems, Inc., U.S. Bank National Association,
America's Servicing, BNC Mortgage, and IT Mortgage in Livingston
County Circuit Court.  Plaintiffs alleged 12 violations of state
and federal law relating to Plaintiffs' mortgage agreement.
Defendants removed the action to the Eastern District of Michigan,
asserting federal question jurisdiction.  On March 25, 2010, the
Court remanded all of Plaintiffs' state-law claims.  The matter is
currently before the Court on MERS, U.S. Bank and America's
Servicing Company's Motion for Summary Judgment on the remaining
federal claims.

Any claims against BNC Mortgage are stayed because BNC Mortgage
filed for Chapter 11 bankruptcy on Jan. 9, 2009.  IT Mortgage is
no longer in operation.

A copy of the Court's Aug. 2, 2011 Opinion and Order is available
at http://is.gd/9uKjq5from Leagle.com.


BORDERS GROUP: Executives Leave; Alix's Etlin Takes Over
--------------------------------------------------------
Borders Group, Inc. reported to the U.S. Securities and Exchange
Commission on August 4, 2011, that the employment of Michael J.
Edwards, president of the Company, and Scott D. Henry, executive
vice president and chief financial officer of the Company,
terminated as of July 29, 2011.

Effective July 29, Holly Felder Etlin, the Company's senior vice
president for restructuring, was appointed as president of the
Company, and Glen Tomaszewski, the Company's vice president, chief
accounting officer and controller, was appointed as treasurer of
the Company.

Ms. Etlin, age 54, has served as the Company's senior vice
president for restructuring since February 2011.  She is a
managing director of AlixPartners, a global business advisory firm
that
provides financial restructuring, bankruptcy reorganization and
other advisory services.  AlixPartners has been engaged since
February 2011 to provide financial restructuring and bankruptcy
reorganization advisory services to Borders and its subsidiaries.

Mr. Tomaszewski, age 41, has served as vice president, chief
accounting officer and controller of the Company since October
2010 and has held various positions within the Company's financial
reporting function since January 1998.

In other disclosures, Borders said it has received an initial
payment pursuant to an agency agreement that the Company has used
to repay in full all outstanding obligations under its debtor-in-
possession financing.

As previously disclosed, on February 16, 2011, the Company and
certain of its subsidiaries filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York under the caption "In re Borders Group, Inc., et al."

On July 13, 2011, the Company entered into an Agency Agreement
with Hilco Merchant Resources, LLC, Gordon Brothers Retail
Partners, LLC, SB Capital Group, LLC, Tiger Capital Group, LLC and
Great American Group, LLC.  The Agency Agreement provides for the
sale in liquidation of the inventory, fixtures and other assets of
all or substantially all of the Company's retail book stores as
well as certain other assets of the Company and its subsidiaries.
On July 21, 2011, the Bankruptcy Court approved the Agency
Agreement and authorized the Company to commence its sale in
liquidation pursuant to the Agency Agreement.

Borders' merchandise is being marked down from 25% to 50% at 397
stores, according to Richard Kaye, executive vice president of
Hilco, in an e-mailed statement to The Detroit News.  Moreover,
the
discount offered on Borders Rewards Plus Cards has been extended
through August 7, 2011, the report added.

              Borders Comments on Shares Trading

Borders cautioned its shareholders that trading in shares of the
Company's common stock during the pendency of its Chapter 11
bankruptcy proceedings is highly speculative and poses substantial
risks.  The Company is currently in the process of liquidation and
expects that all outstanding shares of its common stock will be
cancelled and extinguished upon confirmation of a Chapter 11
liquidation plan by the Bankruptcy Court.  In this event, the
Company's shareholders will not receive or retain any cash,
securities or other property on account of their cancelled shares
of common stock.  As a result, the Company believes that shares of
its currently outstanding common stock have no value. Trading
prices for the Company's common stock may bear little or no
relationship to the actual recovery, if any, by holders in our
Chapter 11 bankruptcy proceedings.  Accordingly, the Company urges
extreme caution with respect to existing and future investments in
its common stock.

According to The Detroit News, Borders' shares were selling on
August 4, 2011, for less than 2 cents at OTC Markets, the New York
firm that operates the trading platform for more than 10,000
unlisted stocks.

                       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: Parties Oppose Terms of IP Assets, Leases Sale
-------------------------------------------------------------
Several landlords and creditors oppose the bidding procedures and
certain aspects relating to the proposed sale of Borders Group,
Inc.'s intellectual property assets and unexpired real property
leases.

Borders Group, and its debtor affiliates are seeking permission
from Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to sell substantially all of their
intellectual property assets, free and clear of all interests, to
the highest bidder.  To this end, the Debtors ask the Court to
approve uniform procedures to govern the bidding, auction and sale
of the IP Assets.

Certain landlords led by The Macerich Company complain to the
Court that they cannot effectively evaluate any proposed assignee
until they can identify the proposed tenant, proposed use and
review and assess adequate assurance of future performance
information.  The Landlords allege that the proposed expedited
auction process denies them the protections Congress conferred
under the Bankruptcy Code.  Indeed, the Debtors propose bidding
and lease sale procedures that potentially delay delivery of the
information until after the bidding procedures objection deadline,
according to the Landlords.

The Landlords thus ask the Court to modify the schedule in
connection with the sales to create a reasonable time for the
Landlords to (i) review adequate assurance information, and if
necessary: and (ii) to conduct discovery, object, and schedule an
evidentiary hearing on any assumption and assignment of the
Leases.
The Landlords also seek clarification that any sale order must not
be free and clear of all obligations to pay all charges due under
the Leases, including unbilled year-end adjustments and
reconciliations.

With respect to the auction of leases, the Landlords want the
proposed bidding procedures to be modified to ensure that in the
event any of the leases are moved to the first round lease
auction,
the landlords will still be allowed an opportunity to bid on their
leases, should they so desire.  Moreover, should any landlord wish
to credit bid its cure amount, that is value in and of itself, and
the landlord should not be compelled to pay cash on top of its
credit bid just to participate in the auction, the Landlords
propose.  The Landlords add that they should be permitted to bid
either a credit bid of all or a portion of the cure amount or a
termination of the leases with a waiver of all or a portion of its
rejection damages.

The objecting landlords are:

* Mid-America Asset Management, Inc.
* Westfield, LLC
* Inland U.S. Management, LLC
* Winter Park Town Center, Ltd.
* Centro Properties Group;
* The Port of Seattle
* S.R. Weiner & Associates
* DCT/SPF Borders General Partnership
* Salmon Run Shopping Center, L.L.C.; Champlain Centre North,
  L.L.C.; Crystal Run NewCo, LLC; Independence Center, LLC;
  Crossgates Commons NewCo, LLC; and Lebanon
* Macy's Retail Holdings, Inc.; Glimcher Properties Limited
  Partnership; RVM Glimcher, LLC; Grand Central Parkersburg LLC;
  and ATC Glimcher, LLC

Folsom Broadstone, Inc.; Simon Property Group, Inc.; the Taubman
Landlords; the Cafaro Related Entities and Shelbyville Road Plaza,
LLC adopt the Objecting Landlords' arguments.

Contract counterparties filed responses, asking the Court to fix
the cure amounts and direct the Debtors to cure all defaults under
their leases and contracts.  The contract counterparties
include:

                                     Proposed     Asserted
Counterparty                         Cure Amt.    Cure Amt.
------------                         ---------    ----------
Mid-America Asset Management, Inc.     $94,731      $188,139
JJH Midtown Leasehold Owners LLC        77,657        94,870
Cole BD Rapid City SD, LLC                   0        26,604

The Court will consider the Debtors' bidding procedures for the IP
Assets Sale and Lease Sale on August 10, 2011.

                       Schedule of Leases

Borders Group, Inc. and its debtor affiliates submitted to Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District
of New York a schedule containing proposed cure amounts for leases
subject to their motions to sell intellectual property assets and
unexpired non-residential real property leases.

The proposed cure amounts schedule is available for free at:

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

                       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: Camelot LLC Wants to File Late Claim
---------------------------------------------------
Camelot LLC asks Judge Martin Glenn to grant it leave to file an
untimely proof of claim against Borders, Inc.

Borders entered into a lease with Block E Interests, LLC, to lease
space and operate a bookstore in the Block E complex in downtown
Minneapolis.  Pursuant to the Lease, Borders was responsible for
paying a share of the common area expenses and taxes on the
shopping center in which the Premises were located.  Borders
disputed the amounts it had previously paid for the Shared
Expenses.  Camelot bought Block E and became the landlord under
the
Lease.  As of August 2, 2011, the dispute remains unresolved.

The Court entered an order rejecting the Lease effective as of the
Petition Date and requiring Camelot to file its proof of claim by
April 18, 2011, or by the general claims bar date.  As it became
clear that the dispute would not be resolved, Camelot began
preparing its proof of claim, Salvatore Barbatano, Esq., at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, in Chicago, Illinois -
-
sbarbatano@shawgussis.com -- says.  In order to properly allege
that certain Shared Expenses were due and owing from Borders,
Camelot had to collect information from taxing authorities and
Block E, he stresses.

Collecting this information was a lengthy process in which Camelot
did not gain access to all of the required information until June
15, 2011, Mr. Barbatano states.  As a result of the expection of
Camelot and its attorneys that the General Bar Date Notice would
be
sent to Camelot's attorneys, the landlord's proof of claim was not
filed before the General Bar Date, he asserts.

Mr. Barbatano argues that cause exists for Camelot to be granted
leave to file its late claim.  Given that Borders' and Camelot's
attorneys had engaged in extensive negotiation regarding the
Dispute, including negotiations over the Proof of Claim, Camelot
believed that the General Bar Date Notice would be sent to its
attorneys, he contends.

If allowed in full, Camelot's Proof of Claim is $2,446,658, which
will represent at most 0.1% of the total amount of unsecured
claims
in the Debtors' Chapter 11 cases, Mr. Barbatano says.

He also assures the Court that Camelot's minimal delay in filing
its proof of claim has no impact on the judicial proceedings.

                       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


BRIDGE VIEW: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Bridge View Palace LLC
        341 Wallabout Street, Suite 1A
        Brooklyn, NY 11206

Bankruptcy Case No.: 11-46701

Chapter 11 Petition Date: August 2, 2011

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

Judge: Joel B. Rosenthal

Debtor's Counsel: Leo Fox, Esq.
                  LAW OFFICE OF LEO FOX
                  630 Third Avenue, 18th Floor
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  E-mail: leofox1947@aol.com

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

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

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

The petition was signed by Aron Kapelyus, president.


CDC PROPERTIES II: Hires Graham & Dunn as Replacement Counsel
-------------------------------------------------------------
CDC Properties II LLC seeks permission from the U.S. Bankruptcy
Court for the Western District of Washington to employ and retain
Graham & Dunn PC as replacement counsel.

Upon retention, the firm, will among other things:

   1. provide legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession in the continued operation of
      their businesses and management property;

   2. take necessary action to protect and preserve the Debtor's
      Estate, including the prosecution of actions on behalf of
      the Debtor, the defense of any actions commenced against the
      Debtor, the negotiations concerning all litigation in which
      the Debtor is involved, and the objection to claims filed
      against the Debtor's estate; and

   3. represent the Debtor in carrying out its duties and
      exercising its powers under the Bankruptcy Code.

Graham & Dunn PC has not received a retainer or advance fee
deposit from the Debtor in connection with filing of this
bankruptcy case.  Subject to the Court's approval, Graham & Dunn
PC will charge the Debtor for legal services on an hourly basis in
accordance with its ordinary and customary rates as in effect on
the dates services are rendered.

                  About CDC Properties II LLC

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

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


CENTRAL FALLS, R.I.: Judge Wants City Back on Track ASAP
--------------------------------------------------------
Bob Thayer at The Providence Journal reports that the first
hearing on the Central Falls bankruptcy petition got under way in
federal court last week with Judge Frank J. Bailey assuring more
than two dozen lawyers representing a wide array of interests that
everyone will be treated fairly, and that he wants the city back
on track as soon as possible.

According to the report, Judge Bailey said that municipal filings
for Chapter 9 bankruptcy are rare, and he understands that the
decision to declare insolvency is one of "last resort."

                        About Central Falls

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

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.


CLAIM JUMPER: Sets Plan Confirmation as Black Canyon Settles
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the remnants of Claim Jumper Restaurants LLC will
return to bankruptcy court on Sept. 23 for approval of the
liquidating Chapter 11 plan.  The bankruptcy court in Delaware
signed an order on Aug. 3 approving the disclosure statement
containing information from which creditors can decide whether to
vote for or against the plan.

Mr. Rochelle relates that scheduling a confirmation hearing was
made possible through settlement brought about in mediation
between the official creditors' committee and subordinated
noteholder Black Canyon Capital LLC.  The committee was seeking
subordination of Black Canyon's claim.

Mr. Rochelle recounts that early in the case when the business was
being sold, the secured lenders agreed to a carveout from sale
proceeds to forestall objection to the sale from the creditors'
committee.  The disclosure statement says that the trust for
creditors was funded with $1.835 million.  The disclosure
statement on the court's file still had blanks where unsecured
creditors would be told the size of a recovery to expect.

From the settlement, Black Canyon won't participate in the trust
for unsecured creditors.  Instead, it will receive $475,000 from
the trust.

The disclosure statement says that secured creditors with claims
of $69.2 million can expect a 54% recovery, according to the
report.

                      About Claim Jumper

Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operated a chain of casual dining
restaurants.  It was founded in 1977.  It had locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.

Claim Jumper filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12819) on Sept. 10, 2010.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).

Curtis A. Hehn, Esq., and James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., are the Debtors' local counsel.  Attorneys at Milbank,
Tweed, Hadley & McCloy LLP, in Los Angeles, Calif., are the
Debtors' general bankruptcy counsel.  Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers.  Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.

The Creditors Committee has selected Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Del. as counsel.

In December 2010, Claim Jumper completed the sale its business
to Landry's Restaurants Inc., in a transaction valued at
$76.6 million.  Landry's outbid the offer of holders of mezzanine
debt with a winning bid that included $48.3 million cash, the
assumption of $23.3 million in debt, and $5 million cash to
collateralize existing letters of credit.  The Debtor changed its
name to Goldcoast Liquidating LLC following the sale.


CLEAR CREEK: Files New Schedules of Assets & Liabilities
--------------------------------------------------------
Clear Creek Ranch II LLC filed with the U.S. Bankruptcy Court for
the Western District of Nevada, its schedules of assets and
liabilities, disclosing:

  Name of Schedule                Assets              Liabilities
  ----------------               -------              -----------
A. Real Property               $18,000,000
B. Personal Property            $1,306,593
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $17,498,668
E. Creditors Holding
   Unsecured Priority
   Claims                                                $286,921
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $39,377,604
                                 -----------       --------------
      TOTAL                      $19,306,593          $57,163,193

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

Clear Creek Ranch II and Clear Creek at Tahoe filed separate
Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 11-52302
and 11-52303) on July 18, 2011.  Judge Bruce T. Beesley presides
over the cases.  The Debtors are represented by:

         Thomas E. Gibbs, Esq.
         Vincent M. Coscino, Esq.
         Brian R. Bauer, Esq.
         ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
         1900 Main Street, Fifth Floor
         Irvine, CA 92614-7321
         Tel: (949) 553-1313
         Fax: (949) 553-8354
         E-mail: tgibbs@allenmatkins.com
                 vcoscino@allenmatkins.com
                 bbauer@allenmatkins.com

The Law Offices of Amy N. Tirre also serves as the Debtors'
counsel.

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.


CNO FINANCIAL: S&P Raises Counterparty Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on CNO Financial Group Inc. to 'B+' from 'B' and its
counterparty credit and financial strength ratings on CNO
Financial's operating companies to 'BB+' from 'BB'. The outlook on
all these companies is stable.

"The ratings on CNO Financial Group reflect the companies'
significantly improved operating performance, financial
flexibility, and -- to a lesser extent -- capitalization in the
past two years," said Standard & Poor's credit analyst Kevin
Maher. As of June 30, 2011, CNO Financial had about $935 million
in notes payable (debt outstanding), of which only $35 million in
required principal payments is due over the next 18 months.  The
equity offering, the debt repurchases, and the senior notes in the
past year have all helped enhance corporate liquidity.

"We believe that the group's focus on lower-risk life and Medicare
Supplement products, the use of reinsurance for riskier products
such as long-term care, and strong investment returns have
contributed to an increase in earnings in 2010 and 2011," said
Mr. Maher.  "We expect CNO Financial to further increase earnings
with new business, which likely will contribute to an improving
capital position and provide a cushion against the covenants over
the next several years. Top-line growth in core lines has been
good, although the run-off business is shrinking faster than the
group is producing new business."

"We do not expect any further significant investment losses or
unexpected declines in improving operating performance over the
next two years.  The primary sources of cash at the holding
company are dividends from the operating companies, interest on
surplus debentures, and management and investment fees. Despite
pressures from the holding company on its operating companies to
improve risk-adjusted capitalization to stay within covenants,
which, in turn, compels the operating companies to minimize
dividends, the operating companies paid dividends of $138 million
in the first half of 2011," S&P related.

"We consider CNO Financial's risk-based capitalization to be a
weakness to the rating, as measured by Standard & Poor's stress
capital model. However, following strong earnings in the first
half of 2011 and the contribution of funds from the equity raise
to pay down some existing debt, we expect capitalization to
continue to improve and become supportive of the rating over the
next two years. Overall, CNO Financial's consolidated National
Assn. of Insurance Commissioners risk-based capital ratio (NAIC
RBC company action level) was about 351% on June 30, 2011, which
is up by about 10% from the midyear 2010 level. Bankers Life &
Casualty reports the weakest NAIC RBC ratio, at 279%, down 5% in
the past year," S&P said.

"We expect CNO Financial to maintain adequate capital at all of
its operating companies and to move capital from the holding
company or from another operating company to boost Bankers Life &
Casualty's capital levels. We consider the group's competitive
position to be adequate, and its operating performance is
improving," S&P related.


COMMERCIAL VEHICLE: Files Form 10-Q; Incurs $2.2-Mil. Loss in Q2
----------------------------------------------------------------
Commercial Vehicle Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.17 million on $206.77 million of revenue for the
three months ended June 30, 2011, compared with net income of
$693,000 on $142.35 million of revenue for the same period during
the prior year.

The Company also reported net income of $1.11 million on
$389.28 million of revenue for the six months ended June 30, 2011,
compared with net income of $1.37 million on $288.75 million of
revenue for the same period a year ago.

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

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

                        http://is.gd/iDDdvN

                   About Commercial Vehicle Group

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

                          *     *     *

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

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

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


COMMERCIAL VEHICLE: To Issue 1.4 Million Common Shares Under Plan
-----------------------------------------------------------------
Commercial Vehicle Group, Inc., registered an additional 1,400,000
shares of its common stock, par value $0.01 per share, for
issuance under the Commercial Vehicle Group, Inc. Fourth Amended
and Restated Equity Incentive Plan.  The increase in the number of
shares authorized for issuance under the Plan was approved by the
Company's stockholders at the Company's 2011 annual meeting held
on May 12, 2011.  The Company previously filed a Registration
Statement on Form S-8 on May 3, 2005, covering 1,000,000 shares of
the Company's Common Stock authorized for issuance under the
original version of the Plan.

On Aug. 3, 2007, the Company filed an additional Registration
Statement on Form S-8 to register an additional 1,000,000 shares
of the Company's Common Stock pursuant to the second amendment and
restatement of the Plan that increased the number of shares
authorized for issuance under the Plan, as approved by the
Company's stockholders at the Company's 2007 annual meeting of
stockholders.

On Aug. 10, 2009, the Company filed an additional Registration
Statement on Form S-8 to register an additional 1,200,000 shares
of the Company's Common Stock pursuant to the third amendment and
restatement of the Plan that increased the number of shares
authorized for issuance under the Plan, as approved by the
Company's stockholders at the Company's 2009 annual meeting of
stockholders.

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

                        http://is.gd/CHu54v

                    About Commercial Vehicle Group

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

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

                          *     *     *

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

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

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


CONGRESS SAND: Beveridge & Diamond Okayed as Environmental Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Congress Sand & Gravel, LLC, et al., to employ Laura L.
LaValle and the Law Firm of Beveridge & Diamond, PC as special
counsel.

As reported in the Troubled Company Reporter on June 17, 2011, as
special counsel, the firm is representing the Debtors concerning
the Texas Commission on Environmental Quality regulation of
environmental matters.

The customary and proposed hourly rates to be charged by B&D for
the individuals expected to be directly involved in representing
the Debtor are:

   Ms. LaValle                       $441
   Associates                     $250 - $380
   Paralegals/Paraprofessionals   $140 - $195

The Debtor will also reimburse B&D for its necessary out-of-pocket
expenses.

On Dec. 10, 2010, B&D received $2,500 as a retainer from Congress
Sand.  B&D may be owed some fees for services rendered immediately
prior to the Petition Date that were not included in the B&D
billing time system.

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

                        About Congress Sand

Bridgeport, Texas-based Congress Materials, LLC -- dba Green
Aggregates and Union Materials, LP -- filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37526) on
Oct. 28, 2010.  It estimated assets and debts at $10 million
to $50 million.

Kerens, Texas-based Congress Sand filed for Chapter 11 bankruptcy
protection on Oct. 28, 2010 (Bankr. N.D. Tex. Case No. 10-
37522).  It estimated its assets and debts at $1 million to
$10 million.

Congress Materials' bankruptcy case is jointly administered with
Congress Sand & Gravel, LLC.  Congress Sand is the lead case.
Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn,
LLC, assists Congress Sand and Congress Materials in their
restructuring efforts.

Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No. 07-
53439) filed a separate Chapter 11 petition on Dec. 31, 2007.


CRACKER BARREL: S&P Withdraws 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating and 'BB-' issue ratings on Lebanon, Tenn.-based
Cracker Barrel Old Country Store Inc. at the company's request.


CRYSTAL CATHEDRAL: Taps Prudential Calif. as Condominium Broker
---------------------------------------------------------------
Crystal Cathedral Ministries asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
Prudential California Realty as real estate broker to assist with
the sale of certain residential real property located at 31423
Coast Highway, No. 33, Laguna Beach, California.

The firm will assist the Debtor with identifying prospective
buyers for the condominium and effectuating and consummating a
sale of the condominium.

The firm's compensation will include a percentage fee commission
of 3% based a listing price of the condominium, if:

   a) a condominium is sold during the term of the listing
   agreement or any extension thereto to a purchaser procured by
   the firm, the Debtor, or any other party;

   b) within 180 days after the expiration of the term of the
   listing agreement and any extension thereto, unless otherwise
   agreed, the Debtor enters into a sales contract to sell,
   convey, lease or otherwise transfer the condominium to anyone
   or that person's related entity; and

   c) if, without the firm's prior written consent, the
   condominium is withdrawn from sale, conveyed, leased, rented,
   otherwise transferred, or made unmarketable by a voluntary act
   of the Debtor during the listing period or any extension
   thereto.

If the condominium is not sold during the term of the listing
agreement then the Debtor will have no obligation to pay the fee
any fees and expenses.

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 Crystal Cathedral

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

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

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

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


CST INDUSTRIES: S&P Lowers Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lenexa, Kan.-based CST Industries Inc. (CST) to 'B-'
from 'B'. "At the same time, we lowered all of the company's
issue-level ratings by one notch. The outlook is negative," S&P
related.

"The rating actions reflect our view that CST's thin margin of
headroom under its financial covenants could trigger a financial
covenant violation in the second half of 2011," said Standard &
Poor's credit analyst Robyn Shapiro. "The negative outlook
reflects the potential for a downgrade if CST is unable
to negotiate adequate covenant relief. While the company
successfully amended covenant levels most recently in November
2010, headroom currently remains very thin under financial
covenants which are set to tighten in upcoming quarters. In
addition, given the uncertain macroeconomic environment, it's
unclear to us how soon CST's operating performance and credit
metrics will improve. Finally, the company's $20 million revolving
credit facility matures in December 2012 and its term loan, about
$130 million outstanding, is due August 2013."

The rating on CST reflects its highly leveraged financial risk
profile and weak business risk profile as a participant in the
fragmented and competitive metal storage tank market. "Given the
uncertain macroeconomic environment, we believe domestic end
market demand could remain weak over the next few quarters," S&P
said.

CST designs, fabricates, and erects factory-coated bolted and
welded tanks and aluminum geodesic domes for a variety of end
users, including the water, wastewater, industrial, agricultural,
and oilfield markets. The industrial end markets are more cyclical
than the water and wastewater markets. The industry is
characterized by competing technologies and competition among
numerous small players based on price, quality, and personal
relationships. Although the company has leading niche-market
shares, it participates in the larger overall metal storage
market. A diverse customer base with low sales concentration
slightly offsets the risks associated with CST's narrow scope of
operations.

CST's financial risk profile is highly leveraged. "We adjust debt
for capitalization of operating leases and postretirement
obligations," S&P related.

"The outlook is negative, reflecting the potential for a downgrade
if CST violates a covenant and cannot negotiate adequate covenant
relief in a timely manner," Ms. Shapiro continued. "We could
revise the outlook to stable if the company can negotiate covenant
relief and maintain headroom under covenants consistent with our
view of adequate liquidity, namely more than 15%."


CYBEX INTERNATIONAL: Files Form 10-Q; Incurs $555,000 Loss in Q2
----------------------------------------------------------------
Cybex International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $555,000 on $32.56 million of net sales for the three
months ended June 25, 2011, compared with a net loss of $356,000
on $27.67 million of net sales for the three months ended June 26,
2010.

The Company also reported a net loss of $176,000 on $63.57 million
of net sales for the six months ended June 25, 2011, compared with
a net loss of $1.11 million on $53.78 million of net sales for the
three months ended June 26, 2010.

The Company's balance sheet at June 25, 2011, showed $83.93
million in total assets, $99.00 million in total liabilities and a
$15.07 million total stockholders' deficit.

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

                        http://is.gd/XZapKp

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The Company reported a net loss of $58.2 million on $123.0 million
of sales for 2010, compared with a net loss of $2.4 million on
$120.5 million of sales for 2009.

KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about
Cybex International's ability to continue as a going concern.  The
independent auditors noted that a December 2010 jury verdict in a
product liability suit apportions a significant amount of
liability to the Company.  "The Company does not have the
resources to satisfy a judgment in this matter that has not been
substantially reduced from the jury verdict, which raises
substantial doubt about the Company's ability to continue as a
going concern."


DAVID'S WESTMINSTER: Ch. 7 Trustee Says Business Could Reopen
-------------------------------------------------------------
Peter Panepinto at Carroll County Times reports that the fate of
David's Jewelers in Westminster, Maryland, is uncertain after an
impending court case forced the business to close on July 29.

The business filed for voluntary bankruptcy under chapter 11
reorganization July 11, but it was converted to a liquidation case
July 29, County Times relates citing Zvi Guttman, a trustee who is
overseeing the liquidation case on behalf of the court.
Mr. Guttman said that since the business is under a liquidation
case, it requires a court order to operate, according to County
Times.

Mr. Guttman, as cited by County Times, said there is a possibility
the business could reopen in a different form, close or undergo a
liquidation sale.

David's Jewelers operates a jewelry store.  David's Jewelers had
been located on Main Street in Westminster, Maryland for more than
50 years.  The store has 10 to 20 staff.

David's Westminster, Inc., doing business as David's Jewelers and
Hossler Jewelry, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 11-24222) in Baltimore on July 11, 2011.

The Debtor is represented by:

         Edward M. Miller, Esq.
         MILLER AND MILLER, LLP
         202 E. Main St.,
         1st Floor
         Westminster, MD 21157
         Tel: (410) 751-5444
         Fax: (410) 751-6633
         E-mail: mmllplawyers@verizon.net


ELEPHANT & CASTLE: Can Hire Eckert Seamans as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Massachusetts Elephant & Castle Group and its
affiliates to employ Eckert Seamans Cherin & Mellott, LLC as
counsel under a general retainer.

As reported in Troubled Company Reporter on July 20, 2011, John G.
Loughnane, Esq., a member at the firm, will lead the engagement.

The firm's hourly rates are:

          Paralegals                    $100 - $200
          Associates                    $155 - $335
          Members                       $220 - $580

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

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  John G. Loughnane, Esq. at
Eckert Seamans Chein& Mellott, LLC represents the Debtor in its
restructuring effort.  Repechage Investments' estimated assets and
debts at $10 million to $50 million.  Other Debtors' estimated
assets and debts at $0 to $10 million.

On July 12, 2011, the U.S. Trustee's office appointed the Official
Committee of Unsecured Creditors.


ELEPHANT & CASTLE: Epiq Bankruptcy OK'd as Claims, Noticing Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Massachusetts Elephant & Castle Group and its
affiliates to employ Epiq Bankruptcy Solutions, LLC as claims,
noticing and balloting agent.

As reported in the Troubled Company Reporter on July 20, 2011,
Jason D. Horwitz, Epiq vice president and senior consultant,
attested that his firm does not (a) hold or represent an interest
materially adverse to the Debtors' estates with respect to any
matter for which it will be employed, or (b) have any materially
adverse connection to the Debtors, their creditors or other
relevant parties.

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

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  John G. Loughnane, Esq. at
Eckert Seamans Chein& Mellott, LLC represents the Debtor in its
restructuring effort.  Repechage Investments' estimated assets and
debts at $10 million to $50 million.  Other Debtors' estimated
assets and debts at $0 to $10 million.


On July 12, 2011, the U.S. Trustee's office appointed the Official
Committee of Unsecured Creditors.


ELEPHANT & CASTLE: Taps BellMark Partners as Financial Advisor
--------------------------------------------------------------
Massachusetts Elephant & Castle Group, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Massachusetts for permission
to employ BellMark Partners, LLC as financial advisor.

BellMark will perform consulting and financial advisory services
that will be necessary during the chapter 11 case.

BellMark's compensation will consist of:

   a) a transaction fee of the greater of 2% of the Transaction
   Value up to and including $25 million; plus 3% of each
   incremental dollar between $25 million and $30 million; plus 4%
   of each incremental dollar in excess of $30 million, subject to
   an overall minimum Transaction Fee of $350,000;

   b) BellMark will only earn a Transaction Fee on whatever final
   sales price is obtained and thereafter approved by the Court
   after a stalking-horse bid is subject to a bidding and auction
   process where other competitive bids are made, provided,
   however, that if no other competitive bids are made, then the
   Transaction Fee shall be based on the stalking-horse bid after
   it has been approved by the Court as the final purchaser;

   c) any Transaction Fee earned by BellMark will be held from the
   proceeds of any Transaction for the benefit of BellMark until
   the Court rules on BellMark's fee application.  If such a
   withholding results in one or more secured creditors not being
   paid in full from the sale proceeds, such withholding will be
   deemed a carve out from the collateral of such secured
   creditor.

In addition, the Debtors agreed to pay to BellMark a monthly set
fee amount of $5,000, except that the Monthly Fee will be
$10,000 for the first month starting from the commencement of
these bankruptcy cases.

To the best of the Debotors' knowledge, BellMark "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  John G. Loughnane, Esq. at
Eckert Seamans Chein& Mellott, LLC represents the Debtor in its
restructuring effort.  Repechage Investments' estimated assets and
debts at $10 million to $50 million.  Other Debtors' estimated
assets and debts at $0 to $10 million.


On July 12, 2011, the U.S. Trustee's office appointed the Official
Committee of Unsecured Creditors.


ELEPHANT & CASTLE: Rose Group OK'd for Labor, Employment Matters
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Massachusetts Elephant & Castle Group and its
affiliates, to employ The Rose Group, APLC, as special counsel.

As reported in the Troubled Company Reporter on July 21, 2011, as
counsel, Rose Group will render:

   (a) legal advice on labor and employment matters concerning the
       Debtors' operations in San Diego, California; and

   (b) legal advice and acting as the Debtors' Chief Negotiator in
       their current negotiations for a new collective bargaining
       agreement with UNITE HERE Local 30, AFL-CIO in San Diego,
       California.

The Debtors will pay Rose Group $350 per hour for attorneys and
$90 to $105 per hour for paralegals.  The Debtors will also
reimburse the firm for necessary out-of-pocket expenses.

Kenneth J. Rose, Esq., at The Rose Group, APLC, assured the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors or their estates.

Mr. Rose disclosed that as of the Petition Dates, the Debtors owe
the Rose Group $2,625 for services rendered prepetition.  The Rose
Group also holds a $6,000 retainer from which it will satisfy the
prepetition amounts.  The Rose Group, he said, will hold in a
client trust account the remainder of the retainer to cover
postpetition services.

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operates 21 British-style restaurant pubs
in the U.S. and Canada.  The chain, with 10 locations in the U.S.,
generated revenue of $47.5 million in 2010, throwing off
$3.9 million of earnings before interest, taxes, depreciation,
amortization, and foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  John G. Loughnane, Esq. at
Eckert Seamans Chein& Mellott, LLC represents the Debtor in its
restructuring effort.  Repechage Investments' estimated assets and
debts at $10 million to $50 million.  Other Debtors' estimated
assets and debts at $0 to $10 million.

On July 12, 2011, the U.S. Trustee's office appointed the Official
Committee of Unsecured Creditors.  Goulston & Storrs,
P.C. represents the Committee in the Debtors' cases.  The
Committee tapped FTI Consulting, Inc., as its financial advisors.


ENDEAVOUR INTERNATIONAL: S&P Withdraws CCC+ Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary 'CCC+'
corporate credit rating on Houston-based exploration and
production company Endeavour International Corp. "We also withdrew
the preliminary 'CCC' issue rating and preliminary '5' recovery
rating on Endeavour's previously proposed $250 million senior
unsecured notes. These withdrawals were done at the issuer's
request. The company did not finalize the financing that was the
basis for our assignment of preliminary ratings on June 8, 2011,"
S&P related.


EOS PREFERRED: Buys $46-Mil. Residential Assets from Aurora Bank
----------------------------------------------------------------
EOS Preferred Corporation and Aurora Bank FSB finalized an Asset
Sale Agreement pursuant to which the Company purchased certain
residential mortgage backed securities assets from the Bank.  The
total purchase price was $46,763,679 plus accrued interest.  The
face amount of the assets as of closing was $47,156,379.  The
coupon interest rates as of closing ranged from 3.50% to 5.10%.
The Agreement was executed following approval by the Company's
Board of Directors by special meeting held on July 13, 2011.

A full-text copy of the Asset Sale Agreement is available for free
at http://is.gd/NLrqZd

                        About EOS Preferred

Based in New York, EOS Preferred Corporation (formerly Capital
Crossing Preferred Corporation) is a Massachusetts corporation
with the principal business objective to hold mortgage assets that
will generate net income for distribution to stockholders.  The
Company was organized on March 20, 1998, to acquire and hold real
estate assets and Aurora Bank FSB, an indirect wholly-owned
subsidiary of Lehman Brothers Holdings Inc., owns all of the
Company's common stock.  Effective June 21, 2010, the Company
changed its corporate name to EOS Preferred Corporation.

The Company operates in a manner intended to allow its to be taxed
as a real estate investment trust, or a "REIT," under the Internal
Revenue Code of 1986, as amended.  As a REIT, EOS will not be
required to pay federal or state income tax if it distributes its
earnings to its shareholders and continues to meet a number of
other requirements.

The Company reported net income of $7.65 million on $2.19 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $12.82 million on $3.56 million of
total interest income during the prior year.

As reported by the TCR on April 6, 2011, Ernst & Young LLP, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  On Sept. 15, 2008, Lehman Brothers
Holdings Inc., indirect parent company to Aurora Bank FSB, and
ultimate parent company of EOS Preferred Corporation, filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code.
Aurora Bank, the sole owner of the common stock of EOS Preferred
Corporation, is subject to a Cease and Desist Order, dated Jan.
26, 2009, and a Prompt Corrective Action Directive, dated Feb. 4,
2009, issued by the Office of Thrift Supervision, requiring Aurora
Bank, among other matters, to submit a capital restoration plan
and a liquidity management plan, and imposing restrictions on
certain activities of Aurora Bank and EOS Preferred Corporation.
According to the independent auditors, the bankruptcy of Lehman
Brothers and the ability of the OTS to regulate and restrict the
business and operations of EOS Preferred Corporation, in light of
the Cease and Desist Order and the Prompt Corrective Action
Directive, raise substantial doubt about EOS Preferred
Corporation's ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed
$87.21 million in total assets, $484,000 in total liabilities and
$86.72 million in total stockholders' equity.


EVANS OIL: Plan Filing Exclusivity Expires Aug. 12
--------------------------------------------------
The Hon. Barry S. Schermer of the U.S. Bankruptcy Court for the
Middle District of Florida granted in part, denied in part,
Evans Oil Company LLC, et al.'s request for exclusivity
extensions.

The Court has extended the Debtor's exclusive right to file and
solicit acceptances for the proposed plan of reorganization until
Aug. 12, 2011, and Oct. 12, respectively, without prejudice to the
Debtors' rights to seek other or further extensions thereof and
the rights of the U.S. Trustee and Fifth Third Bank with respect
to the same.

The U.S. Trustee and Fifth Third Bank each filed objections to
Debtors' motion to extend exclusivity period.

                       About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP as bankruptcy counsel serve
as bankruptcy counsel to the Debtors.  Garden City Group Inc. is
the claims and notice agent.  The Parkland Group Inc. is the
restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

There has been no committees formed in the Debtor's case at the
present time.


EVERGREEN PLAZA: Taps M. Jonathan Hayes as Gen. Bankruptcy Counsel
------------------------------------------------------------------
Evergreen Plaza Investment-DE, LLC, et al., ask the U.S.
Bankruptcy Court for the Central District of California for
permission to employ M. Jonathan Hayes as their general bankruptcy
counsel.

Hayes will, among other things:

   -- advise the Debtors regarding cash collateral matters with
   respect to the Debtors' real property;

   -- conduct examinations of witnesses, claimants, or adverse
   parties and to prepare and assist in the preparation and
   reports, accounts and pleadings; and

   -- advise concerning the requirements of the Bankruptcy Code
   and applicable rules.

The hourly rates of the firm's professionals assigned to the cases
are:

   M. Jonathan Hayes                    $385
   Roksana Moradi, associate            $235
   Elizabeth Massaad, law clerk          $95
   Carolyn Afari, law clerk              $65

Mr. Hayes received a prepetition retainer amounting to $50,000,
plus the filing fee of $4,156, which was deposited into his client
trust account.  The source of the funds were the Debtors.

The Debtors also seeks approval to allow Mr. Hayes to maintain
single timekeeping records in the case of Evergreen Plaza
Investment-DE LLC only.

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

                       About Evergreen Plaza

Evergreen Plaza Investment-DE, LLC; 15352 Vanowen Street
Apartments-DE, LLC; Normandie Court III-DE, LLC; Westlake
Evergreen-DE, LLC, jointly own, as Tenants-in-Common, 100% of real
property located at 3637-3755 E. Thousand Oaks Blvd., Thousand
Oaks, California.  The percentage of ownership is: Evergreen
(54.31%), Normandie (10.74%), Westlake (25%), and Vanowen (9.95%).
The four entities jointly operate the Real Property pursuant to a
Tenancy in Common Agreement executed between them on Oct. 28,
2004.  The Real Property is a commercial complex of about 38 units
with 21 units rented at this time.

The Real Property is managed by Kaufman Properties, owned by Mark
Kaufman, and JDS Real Estate, Inc. owned by Jason Schwetz. The
leasing broker is JDS Real Estate, Inc. who is presently showing
the spaces.

The four entities filed for Chapter 11 bankruptcy on June 28,
2011, to stop a foreclosure sale by secured creditor LNR Partners.
Evergreen Plaza Investment-DE (Bankr. C.D. Calif. Case No. 11-
17858); Westlake Evergreen-DE, LLC (Bankr. C.D. Calif. Case No.
11-17874); 15352 Vanowen Street Apartments-DE (Bankr. C.D. Calif.
Case No. 11-17870); and Normandie Court III-DE (Bankr. C.D. Calif.
Case No. 11-17872), estimated $10 million to $50 million in both
assets and debts in their petitions.   The law offices of M.
Jonathan Hayes serve as the Debtors' counsel.

The Debtors value the Real Property at roughly $13 million.  Total
secured debt exceeds $17 million.  Each debtor-entity said its
case is a single asset case.


FAITH CHRISTIAN: Taps Lyons & Farrar as Counsel for BP Claim
------------------------------------------------------------
Faith Christian Family Church of Panama City Beach, Inc., on
July 25, 2011, asked the U.S. Bankruptcy Court for the Northern
District of Florida for permission to employ Marsha L. Lyons of
the Law Offices of Lyons & Farrar, PA as counsel for BP claim.

The firm will, among other things:

   -- prepare legal papers relating to trademark infringement;

   -- prepare pleadings and applications and to conduct
   examinations incidental to the administration of the Debtor's
   estate; and

   -- perform all other legal services for preservation of the
   Debtor's trademark and prevent infringement.

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

                About Faith Christian Family Church

Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
filed for Chapter 11 bankruptcy protection on May 24, 2011 (Bankr.
N.D. Fla. Case No. 11-50288).  Charles M. Wynn Law Offices, P.A.,
represents the Debtor.  The Debtor tapped James A. Judkins of the
law firm of Judkins, Simpson, High & Schulte, as special counsel,
and Marsha L. Lyons of the Law Offices of Lyons & Farrar, PA, as
counsel for BP claim.  The Debtor has $11,339,469 in assets, and
$3,361,477 in debts.

The Debtor has filed a plan of reorganization that calls for the
sale of its parsonage to pay off its creditors.


FAITH CHRISTIAN: Taps Judkins Simpson to Handle Marriage Action
---------------------------------------------------------------
Faith Christian Family Church of Panama City Beach, Inc., asks the
U.S. Bankruptcy Court for the Northern District of Florida for
permission to employ James A. Judkins of the law firm of Judkins,
Simpson, High & Schulte, as special counsel.

The firm was retained prior to the filing of the bankruptcy case
to represent the debtor-in-possession in a civil matter.

The firm will represent the Debtor in the dissolution of marriage
action between Markus Quin Bishop and Margie Negrin Bishop,
in the Circuit Court of Bay County, Florida.

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

                About Faith Christian Family Church

Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
filed for Chapter 11 bankruptcy protection on May 24, 2011 (Bankr.
N.D. Fla. Case No. 11-50288).  Charles M. Wynn Law Offices, P.A.,
represents the Debtor.  The Debtor tapped James A. Judkins of the
law firm of Judkins, Simpson, High & Schulte, as special counsel,
and Marsha L. Lyons of the Law Offices of Lyons & Farrar, PA, as
counsel for BP claim.  The Debtor has $11,339,469 in assets, and
$3,361,477 in debts.

The Debtor has filed a plan of reorganization that calls for the
sale of its parsonage to pay off its creditors.


FAITH CHRISTIAN: Meeting of Creditors Resumes Tomorrow
------------------------------------------------------
The U.S. Trustee for Region 21 has continued until Aug. 10, 2011,
at 8:45 a.m., Eastern Time, the meeting of creditors in the
Chapter 11 case of Faith Christian Family Church of Panama City
Beach, Inc.  The hearing will be held at 110 East Park Avenue,
Tallahasse, Florida, Room 004.

Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
filed for Chapter 11 bankruptcy protection on May 24, 2011 (Bankr.
N.D. Fla. Case No. 11-50288).  Charles M. Wynn Law Offices, P.A.,
represents the Debtor.  The Debtor has $11,339,469 in assets, and
$3,361,477 in debts.

The Debtor has filed a plan of reorganization that calls for the
sale of its parsonage to pay off its creditors.


FAITH CHRISTIAN: Plan Disclosures Hearing Tomorrow
--------------------------------------------------
Faith Christian Family Church of Panama City Beach, Inc., will
seek approval Aug. 10, 2011, at 10:00 a.m., of the disclosure
statement explaining its proposed plan of reorganization.

According to the First Amended Disclosure Statement, filed on
July 5, 2011, the Debtor will fund the Plan from general
operations of the ministry.  The ministry has also listed the
parsonage for sale at a price of $4.2 million.  Should the
parsonage sell prior to confirmation, the Debtor will be able to
pay Suntrust and all creditors in full, except for Margie Negrin
Bishop (Class 14) whose claim is disputed.

The secured claim of Suntrust Bank, owed $2,924,127 plus accrued
interest, will be satisfied from the surrender of real property.
The Debtor is proposing three options, each of which consists of
the surrender of real property in full satisfaction of the debt.

Allowed unsecured claims of less than $1,200 will be paid in full
at no interest upon the effective date of confirmation.

General unsecured claim of Suntrust for a Visa card in the
approximate amount of $15,309 will be paid in full at 6% simple
interest over 60 months.

Equity interest holders will retain their positions as members of
the not for profit corporation.

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

     http://bankrupt.com/misc/faithchristian.1stamendedDS.pdf

Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
is a not for profit corporation.  The church filed for Chapter 11
bankruptcy protection (Bankr. N.D. Fla. Case No. 11-50288) on
May 24, 2011.  The Debtor disclosed $11,339,469 in assets, and
$3,361,477 in debts as of the Chapter 11 filing.  Charles M. Wynn,
Esq., at Charles M. Wynn Law Offices, P.A., serves as the Debtor's
bankruptcy counsel.


FENTON SUB: Court OK's Fredrikson & Byron as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Fenton Sub Parcel D, LLC, and
Bowles Sub Parcel D, LLC, to employ Fredrikson & Byron, P.A., as
counsel.

As reported in the Troubled Company Reporter on July 18, 2011, the
Debtors provided a combined retainer of $35,000 for the services
to be rendered and fees incurred prior to the case, and during the
chapter 11 case.  The two filing fees of $1,039 each will be paid
by the Debtors pursuant to Fredrikson & Byron's first fee
application.

James L. Baillie, Esq., a shareholder at the firm, attested that
the firm does not (a) represent any entity in connection with the
case, (b) does not hold or represent any interest adverse to the
estates, and (c) are disinterested under Sec. 327 of the
Bankruptcy Code.

Fredrikson & Byron represents Carlson Real Estate Company, and an
affiliate of Carlson Real Estate Company is an investor in an LLC
that owns less than 20% of an LLC that holds the membership
interest in the Debtors.  Carlson Real Estate Company has given
Fredrikson & Byron a waiver with respect to Fredrikson & Byron's
representation of the Debtors.

A shareholder of Fredrikson & Byron is the representative for a
trust that is an investor in an LLC that owns less than 20% of an
LLC that holds the membership interest in the Debtors.  The
shareholder, on behalf of the trust, has given Fredrikson & Byron
a waiver with respect to Fredrikson & Byron's representation of
the Debtors.

         About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.

In 2007, StoneArch acquired various LLCs, which in turn owned 27
industrial multi-tenant properties located in the Twin Cities.
The properties were divided into four separate pools: A, B, C, and
D.  Fenton Sub Parcel D and Bowles Sub Parcel D jointly own the
properties in pool D.  As tenants in common, Fenton Sub Parcel D
has an undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is a debtor in bankruptcy case number 11-
43816.  He is separately represented by Michael C. Meyer of the
firm Ravich Meyer.

The cases were originally assigned to Judge Dennis D. O'Brien and
reassigned to Judge Robert J. Kressel as the cases are related to
the Hoyt case, which was filed earlier and assigned to Judge
Kressel.


FISHER COMMS: Moody's Upgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service upgraded Fisher Communication Inc.'s
Corporate Family Rating (CFR) to B1 from B2 and Probability of
Default Rating (PDR) to B1 from B2. Moody's also upgraded the
company's Senior Unsecured Notes due 2014 to B1, LGD 4 -- 52% from
B2, LGD 4 -- 51%. The upgrade is due to the company's success in
improving EBITDA margins combined with meaningful debt reduction
leading to expected good free cash flow generation over the rating
horizon. The Speculative Grade Liquidity Rating is unchanged at
SGL-2. The rating outlook is stable.

Upgrades:

   Issuer: Fisher Communications, Inc.

   -- Corporate Family Rating: Upgraded to B1 from B2

   -- Probability of Default Rating: Upgraded to B1 from B2

   -- Senior Unsecured Notes due 2014: Upgraded to B1, LGD 4 --
      52% from B2, LGD 4 -- 51%

Unchanged:

   Issuer: Fisher Communications, Inc.

   -- Speculative Grade Liquidity Rating: Affirmed SGL-2

Outlook Action:

   Issuer: Fisher Communications, Inc.

   -- Outlook is stable

RATINGS RATIONALE

Fisher's B1 Corporate Family Rating reflects Moody's expectation
that management will achieve targets Moody's established for an
upgrade including the reduction in absolute debt balances to
approximately $50 million and increasing EBITDA margins to greater
than 25%. Improved margins combined with meaningful debt reduction
resulted in 2.1x debt-to-EBITDA ratios estimated for LTM June 30,
2011 (including Moody's standard adjustments) compared to 7.3x for
the same period in the prior year.

Since 2009 management has been repurchasing senior notes
consistent with its strategy to reduce debt. Over the same period,
consolidated EBITDA margins have improved to more than 20% for LTM
June 2011 (including Moody's standard adjustments) compared to
7.5% for FY2009 reflecting management's focus on personnel costs
as well as benefits from shared services and automation. Having
entered into an agreement to divest remaining small market radio
stations, Moody's expects EBITDA margins to improve further;
however, overall margins will continue to be constrained by
Fisher's lack of national scale and fewer broadcast properties
over which operators allocate fixed costs including corporate
overhead. Ratings are supported by Fisher's diverse television
network affiliations and good liquidity. Looking forward,
management states that it intends to keep debt-to-EBITDA ratios
below 4.50x -- 4.25x. Given leverage is currently below this
range, ratings incorporate the potential for an acceptable level
of debt financed acquisitions or shareholder distributions.
Moody's is aware of management's focus to enhance shareholder
returns and ratings incorporate the potential for excess cash to
be used to fund acquisitions or provide for share repurchases and
dividends.

The stable outlook reflects Moody's expectation that debt-to-
EBITDA ratios (including Moody's standard adjustments) will remain
below 4.25x and that Fisher will maintain good liquidity. The
outlook incorporates the potential for dividends and share
repurchases funded by excess cash or a portion of free cash flow.

Ratings could be downgraded if debt-to-EBITDA ratios exceed 4.5x
(including Moody's standard adjustments) or if free cash flow-to-
debt ratios were to fall below 8% - 10% due to deterioration in
EBITDA margins, increased capital spending, share repurchases, or
dividends. Excluding a scenario under which the company makes an
accretive acquisition, higher debt levels or a decline in cash
balances could also result in a downgrade. Lack of national scale
and geographic concentration in the northwest constrain ratings;
however, Moody's would consider an upgrade if management
demonstrates commitment to execute its business plan while
balancing creditor and shareholder interests evidenced by
maintaining a conservative balance sheet that would be consistent
with a higher rating, strong liquidity, and a minimum 12% free
cash flow-to-debt ratios.

Recent Events

The company continues to explore strategic alternatives for Fisher
Plaza including a sale or mortgaging of the asset. A recent
appraisal valued the facility at $142 million, 34% above the $106
million book value as of December 2010. Last month, Fisher entered
into an agreement to sell 6 radio stations in Montana for $1.8
million, thereby completing the disposition of all of its smaller
market radio stations. During the company's 2Q11 earnings call,
management disclosed that it repurchased additional senior notes
through July 2011 reducing outstandings to $69.3 million from
$101.4 million at December 2010; Moody's estimates the company's
debt-to-EBITDA ratio to be approximately 2.2x (including Moody's
standard adjustments) factoring in these repurchases.

Leading up to the annual shareholders meeting in May 2011,
FrontFour Capital (representing dissident shareholders) sought to
gain a majority of board representation, but was able to win only
two seats, bringing its total to three of the total nine board
seats, leaving six directors who are supportive of existing
management's growth strategy. Costs related to the proxy contest
were reported to be $1.6 million in the first half of 2011.

The principal methodology used in rating Fisher Communications was
the Global Broadcast Industry Methodology published in June 2008.

Founded in 1910, Fisher Communications, Inc. operates 13 high
power plus 7 lower power television stations with diverse network
affiliations including ABC (2 affiliates), CBS (9), Fox (1), and
Univision (6) in the northwestern US. The company also operates 3
radio stations in Seattle, as well as Fisher Plaza, a mixed use
facility near downtown Seattle. Fisher is publicly traded and
shareholders with more than 5% of outstanding shares as of March
2011, include GAMCO Asset Management (approximately 28%),
TowerView (10%) and George D. Fisher (5%). The company is
headquartered in Seattle, WA and revenues for the LTM ended June
30, 2011 totaled $178 million.


GENERAL MOTORS: Old GM Still Holding $2.36 Billion in New GM Stock
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the old General Motors Corp. creditor's trust
reported it's still holding $2.36 billion in market value of
common stock and warrants in new GM, formally named General Motors
Co.  The securities are being held back pending final resolution
of $7.04 billion in disputed claims.  Through the end of June,
$29.84 billion in unsecured claims had been resolved.  The
creditors' committee is also objecting to the validity of a claim
by the U.S. Treasury Department to the proceeds should the
committee succeed in its lawsuit to void the security interest on
a $1.5 billion term loan.

Mr. Rochelle recounts that old GM, now formally named Motors
Liquidation Co., implemented its Chapter 11 plan in March and made
a first distribution in April of some of the stock and warrants it
received from new GM.  There have been additional distributions
since then.  GM's was the largest manufacturing reorganization in
history.  The plan created four trusts.  One distributes the stock
and warrants issued by new GM as consideration for the sale of the
assets.  Creditors of old GM split up 10% of the stock of new GM
and warrants for 15%.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the
world's largest automakers, traces its roots back to 1908.  GM
employs 208,000 people in every major region of the world and does
business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of General
Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old
GM's bankruptcy filing.  The U.S. government once owned as much as
60.8% stake in New GM on account of the financing it provided to
the bankrupt entity.  The deal was closed July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  New GM has a 'BB-'
corporate credit rating from Standard & Poor's and a 'BB-' issuer
default rating from Fitch.

                      About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENTIVA HEALTH: Moody's Reviews Ba3 Corporate for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed Gentiva's ratings, including the
Ba3 corporate family and probability of default ratings, under
review for downgrade due to a confluence of negative factors
affecting the home health sector, including an announcement in
July 2011 which proposes to increase reimbursement rate cuts
alongside volume losses associated with new legislation requiring
"face-to-face" physician assessments. Moreover, Moody's is
concerned about future pressure associated with the debt ceiling
compromise which includes requirements for reduction in Medicare
spending. Notably, Medicare comprises about 83% of Gentiva's
revenues. In addition, Moody's lowered Gentiva's Speculative Grade
Liquidity rating to SGL-2 from SGL-1 primarily as a result of the
likelihood that the company's flexibility under its credit
agreement covenants will diminish by 2012.

The following ratings are under review for downgrade:

Corporate Family Rating at Ba3;

Probability of Default Rating at Ba3;

$125 million senior secured revolver due 2015 at Ba2 (LGD3, 34%);

$200 million senior secured term loan A due 2015 at Ba2 (LGD3,
34%);

$600 million senior secured term loan B due 2016 at Ba2 (LGD3,
34%);

$325 million unsecured notes due 2018 at B2 (LGD5, 88%);

This rating was downgraded:

Speculative Grade Liquidity rating to SGL-2 from SGL-1.

RATINGS RATIONALE

Moody's currently believes that the rating review is reasonably
likely to result in a downgrade of at least one notch, and expects
to conclude the review process shortly. The review will focus on
the impact of lower EBITDA on the company's debt-to-EBITDA
leverage, the decline in free cash flow and bank credit agreement
covenant compliance. Moody's will also consider the potential for
Gentiva to deploy restructuring initiatives and discussions with
CMS (Centers for Medicare & Medicaid Services) that could mitigate
some of the rate pressure. Moody's notes that Gentiva's hospice
segment should modestly offset the depth of the home health rate
cuts and the company benefits from approximately $100 million in
balance sheet cash.

Gentiva Health Services, Inc. is a leading provider of home health
and hospice services in the US. The company offers direct home
nursing and therapies, including specialty programs, as well as
hospice care with over 450 locations in 42 states. Gentiva
reported revenues of over $1.7 billion for the twelve months ended
June 30, 2011.

Gentiva's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Gentiva's core industry and
believes Gentiva's ratings are comparable to those of other
issuers with similar credit risk.



GIORDANO'S ENTERPRISES: Ousted Owner Mulls Bid, Raising $70MM
-------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that John Apostolou, the ousted owner of the Giordano's
pizza chain, is putting together a bankruptcy auction bid that
would enable him to recapture the iconic Chicago restaurant
company once again.

According to DBR, Zane Smith, Esq., an attorney for Mr. Apostolou,
said late Friday that he and his family members are negotiating
with lenders to raise more than $70 million that they'd use to bid
on Giordano's Enterprises Inc., which is expected to be auctioned
off by the end of the year.  Ms. Smith said the group's proposal
could be the auction's so-called stalking-horse bid, which would
set the floor price for the event and is typically meant to rally
bids from outsiders.  That first bid, along with the entire
auction process, would need approval from a bankruptcy judge.

DBR relates that in an e-mail Friday, Giordano's Chapter 11
Trustee Philip Martino said he's received "no offer" from Mr.
Apostolou.  "Since my appointment, such an offer has been
imminent," Mr. Martino said. "If he makes an offer, it will be
evaluated with all others to identify what is best for the
bankruptcy estates."

DBR further relates Mr. Apostolou hired Ms. Smith, a personal-
injury lawyer, to bring a lawsuit against a former Giordano's
executive, the chain's main lender Fifth Third Bank and a handful
of franchisees, alleging that they ganged up on him to deprive him
of control over the restaurant chain.  The lawsuit, filed
Wednesday in Cook County Circuit Court, claims that Mr. Apostolou
and his wife, Eva, are owed more than $120 million in damages for
the conspiracy launched against him by the groups -- all while Mr.
Apostolou was recovering from a heart attack he suffered days
after he defaulted on his loan payment last summer.

According to DBR, the accusations against the franchisees echo a
lawsuit that the Chapter 11 Trustee Martino recently filed, which
says the franchisees were conspiring to block the company's sale
to outside buyers.

In June 2011, the Apostolous and Marshall E. Home filed a 20-page
motion, including attachments, in the Giordano's case seeking
dismissal for lack of subject matter jurisdiction.

                   About Giordano's Enterprises

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

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

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

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

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


HANLEY WOOD: Likely to Restructure Due to Cash Woes, Says Moody's
-----------------------------------------------------------------
Moody's Investors Service has changed the corporate family rating
(CFR) for Hanley-Wood, LLC to Ca from Caa1 prior. The downgrade
reflects the company's strained liquidity and high leverage. The
outlook remains negative.

Moody's has taken the following rating actions:

Issuer: Hanley Wood, LLC

   -- Corporate Family Rating, downgraded to Ca from Caa1

   -- Probability of Default Rating, downgraded to Ca from Caa1

   -- Outlook, unchanged at Negative

   -- Senior Secured Term Loan due March 2014, Downgraded to Ca,
      LGD 4-51% from Caa1, LGD 4-50%

   -- Senior Secured Revolving Credit Facility due March 2013,
      Downgraded to Ca, LGD 4-51% from Caa1, LGD 4-50%

RATINGS RATIONALE

Hanley Wood's rating reflects its strained liquidity and high
leverage of approximately 20x debt to last-twelve-months EBITDA
(Moody's Adjusted). Moody's feels that a restructuring is very
likely since the current business cannot support the existing debt
load which was set near the peak of the housing bubble. Hanley-
Wood's revenues appear to have stabilized and management has
aggressively shed costs. However, given the likelihood of a slow,
grinding recovery of the U.S. housing market, Moody's believes
that Hanley-Wood will need to significantly reduce debt to reach a
sustainable capital structure. The company is highly cyclical due
to its exposure to the residential and commercial construction
sectors. Protracted duress within these industries has prevented
Hanley-Wood from recovering following the recession. Within the
company's exhibition business, which represents one-third of the
company's revenues but approximately three-fourths of its EBITDA,
sales have fallen by one-third from the pre-recession peak.
Additionally, Hanley-Wood's print advertising revenues face
continued pressure from electronic substitution.

Hanley-Wood's revenues, while recently stabilized, have fallen
below the level at which the company can cover its fixed costs and
it continues to consume cash. The company has met near-term
obligations by borrowing against accounts receivables and is
likely to trip the maximum leverage covenant which governs its
revolving credit facility, when it steps down to 7.5x on January
1, 2012.  Although the company's equity sponsor can cure this
breach by repaying any outstanding revolver borrowings ($6.5
million as of 3/31/11), the ongoing liquidity crunch is unlikely
to abate.

Hanley-Wood's credit facility is secured by a first priority lien
on substantially all of the assets of Hanley-Wood, LLC and its
domestic operating subsidiaries. Moody's rates the senior secured
credit facility Ca, in line with the CFR as it represents the
majority of the company's debt capital.

Moody's could lower Hanley-Wood's ratings if the company's
liquidity position becomes further strained and the company is
unable to find alternative financing sources to meet its cash
needs.

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

Headquartered in Washington, DC, Hanley-Wood is a leading
business-to-business media company serving customers in the
residential housing and commercial construction end markets.
Revenues for the twelve month period ended March 31, 2011 were
approximately $130 million.


HOMELAND SECURITY: Acquires All Outstanding Timios Capital Stock
----------------------------------------------------------------
Homeland Security Capital Corporation added a second acquisition
as part of its entry into the mortgage and settlement services
industry by completing the acquisition of all of the stock of
Timios, Inc.

The acquisition of Timios, Inc., a technologically advanced,
paperless provider of title insurance and escrow services, adds
additional core services to Fiducia Real Estate Solutions, Inc.
(Fiducia), a recently formed subsidiary under HOMS.  Timios is a
licensed title insurance and escrow agent operating in
approximately 40 States offering comprehensive title and escrow
services for mortgage origination refinance, reverse mortgage,
real estate owned and deed-in-lieu transactions, listing some of
the largest lenders and servicers nationwide as clients.  Timios
is headquartered in Westlake Village, California, and has offices
in Plano, Texas, as well as satellite offices in four other
states.  The initial purchase price is $1,150,000, subject to
working capital adjustments, plus contingency payments of up to
$1,350,000 payable over the next 12 months.

C. Thomas McMillen, HOMS Chairman and CEO, stated, "Completion of
this transaction and the Default Servicing transaction we
previously announced represent a big step forward in immediately
expanding our presence nationwide in this new line of business."
McMillen continued, "The extensive experience of both management
teams increases our ability to reach new customers and provide
current customers with enhanced default and title products and
services."

Trevor Stoffer, the CEO of Timios, Inc., went on to say, "Timios
has come a long way in a short period of time.  Our growth in
volume and new clients through difficult times is a testament to
what we believe to be our high level of service and great
partnerships.  Our new partnership with Homeland Security will
allow us to extend our service to more clients, expand our product
offerings, and drive increasing value to our customers and
investors."

HOMS consolidates the results of subsidiaries Safety & Ecology
Holdings Corporation, Nexus Technologies Group, Inc., and
Polimatrix, Inc., and will also consolidate the results of
Fiducia.  The Company will continue to measure its operating
performance against plan taking into consideration EBITDA
adjustments and one time charges.

In addition, effective July 29, 2011, in exchange for the payment
of the consideration for the acquisitions of Timios and Default
Servicing, Inc., the Company received Class A membership interests
in Fiducia Holdings LLC.  In addition, C. Thomas McMillen, the
Chief Executive Officer and Chairman of the Company, and Michael
T. Brigante, the Chief Financial Officer of the Company, in
exchange for certain consideration, received Class B membership
interests in Fiducia Holdings, which entitles them to a 20% carry
and a pro rata participation in any distributions made by Fiducia
Holdings after the repayment of all capital contributions plus
dividends and any loans plus interest to the Company as a Class A
member.

On the same day, Fiducia Holdings, along with six other investors
who are members of Timios' management, invested in the shares of
common stock, par value $0.001 per share, and Series A Preferred
Stock, par value $0.001 per share, of Fiducia Real Estate
Holdings, Inc.  Fiducia Real Estate is now 80% owned by the
Company, through its Class A membership interests in Fiducia
Holdings, and 20% owned by the Minority Stockholders.  Fiducia
Real Estate, in turn, now owns 100% of the capital stock of each
of Timios Acquisition and Default Servicing USA, Inc.

The terms of the Series A Preferred are set forth in the
Certificate of Designation, Preferences and Rights of the Series A
Preferred, dated as of July 29, 2011, a copy of which is available
for free at http://is.gd/VPSUeM

As part of this restructuring, the Company also entered into a
services agreement with each of Timios Acquisition and Default,
pursuant to which it will receive $25,000 per month for providing
the services set forth in the Services Agreement, as well as a tax
sharing agreement, which agreement sets forth, among other things,
the terms pursuant to which the Company and each of Timios
Acquisition and Default will utilize the tax attributes of the
Company to offset certain liabilities of the combined group of
companies and to strengthen such subsidiary's balance sheet during
the period which the Company may consolidate its tax return with
such subsidiaries.  A copy of each of the forms of the Services
Agreement and the Tax Sharing Agreement are available for free at:

                        http://is.gd/dd4hwz
                        http://is.gd/2s5iQ0

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

At December 31, 2009, the Company had total assets of $35,815,519
against total liabilities of $38,018,448 and Warrants Payable --
Series H Preferred Stock of $169,768.  Stockholders' deficit was
$2,372,697 at December 31, 2009.

In March 2008, the Company entered into a stock purchase agreement
with YA Global Investments, L.P. pursuant to which the Company
sold to YA 10,000 shares of its Series H Convertible Preferred
Stock.  The Series H Stock is convertible into shares of Common
Stock at an initial ratio of 33,333 shares of Common Stock for
each share of Series H Stock, subject to adjustments -- including
the Company's wholly owned subsidiary, Safety & Ecology Holdings
Corporation, achieving certain earnings milestones, as defined,
for the calendar years ending December 31, 2009 and 2008.

Safety operates its business on a fiscal year ending June 30.
Safety achieved the first milestone for the calendar year ending
December 31, 2008.  However, the second financial milestone for
the calendar year ended December 31, 2009, has not been satisfied,
resulting in a potential adjustment to the conversion ratio
yielding approximately 56,300 shares of Common Stock for each
share of Series H Stock, or approximately a potential additional
230,000,000 shares of the Company's Common Stock in the aggregate.

Management is discussing with YA the possibility of a waiver or
amendment of any adjustment to the Series H Stock conversion
ratio, however there can be no assurances YA will waive or amend
the adjustment, if any, to the Series H Stock conversion ratio.
YA has not exercised its conversion rights as of February 22,
2010.

In June 2009 the Company entered into an agreement YA extending
the due date on its senior notes payable, and accrued interest, to
YA from March 14, 2010, until October 1, 2010, for $2,500,000 and
April 1, 2011, for $10,560,000.  In exchange, the Company agreed
to an increase in the interest rate, from 13% to 15%, on the
senior notes payable and certain other debt due to YA, effective
January 1, 2010, if the Company failed to secure a certain
contract by March 2010.  In December 2009, the Company was
informed that it had been eliminated from the award process for
this contract. Accordingly, the Company will begin recording
interest expense at the increased rate effective Jan. 1, 2010.


HOTEL AIRPORT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hotel Airport Inc.
        P.O. Box 38087
        San Juan, PR 00937

Bankruptcy Case No.: 11-06620

Chapter 11 Petition Date: August 5, 2011

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

Debtor's Counsel: Edgardo Munoz, Esq.
                  EDGARDO MUNOZ, PSC
                  P.O. Box 360971
                  San Juan, PR 00936-0971
                  Tel: (787) 524-3888
                  Fax: (787) 524-3888
                  E-mail: emunoz@emunoz.net

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

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

The petition was signed by David Tirri, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Firstbank Puerto Rico              --                   $5,068,333
P.O. Box 9146
San Juan, PR 00908-0146

Autoridad De Los Puertos           --                     $355,537
P.O. Box 37042
San Juan, PR 00937-0042

PR Tourism Co.                     --                      $24,669
Apartado Postal 9023960
San Juan, PR 00902-3960

American Airlines                  --                      $18,000

Tropigas                           --                      $11,881

BJ Bistro                          --                       $9,145

American Hotel Register            --                       $7,386

Progressive                        --                       $7,315

Golden Whipp                       --                       $6,066

Provisiones Legrand                --                       $6,063

Viva Carpets                       --                       $3,430

Centennial P.R                     --                       $2,867

PRTC                               --                       $2,820

NPR Solutions                      --                       $2,705

Tischer & Co Inc.                  --                       $2,133

Gasco Industrial                   --                       $1,479

D'Erick Exterminating              --                       $1,200

Kevane Grant Thornton              --                       $1,185

Schindler Elevator Corp.           --                       $1,183

Total Services                     --                       $1,456


HOWREY LLP: Bills to Bankr. Advisors Start to Pile Up
-----------------------------------------------------
Sara Randazzo at The Am Law Daily reports that covering the
period from June 7 -- when Howrey converted its bankruptcy from
an involuntary Chapter 7 filing to voluntary Chapter 11 -- through
the end of the month, the court records show the defunct firm's
financial adviser Proviti Inc. submitted the largest bill, for
about $393,000.

According to the report, bankruptcy counsel Wiley Rein, meanwhile,
submitted a fee and expense report totaling about $264,000.
Wiley's top billing partner on the matter is H. Jason Gold,
resident in the Washington, D.C., office. Gold has put in more
than 100 hours at a rate of $730 per hour, according to the
filing.

Other Wiley partners working on the case included Valerie Morrison
-- roughly 85 hours at $660 per hour -- and Dylan Trache -- 129
hours at $535 per hour -- both in the Washington office.

The report says Felderstein Fitzgerald Willoughby & Pascuzzi, a
bankruptcy boutique in Sacramento, California, that serves as
counsel to the official committee of unsecured Howrey creditors,
submitted a bill for roughly $49,000 in fees.  Name partner Thomas
Willoughby did most of the firm's work on the matter, billing 73
hours at $475 per hour.  Willoughby, who performed the same
function in the bankruptcy of Heller Ehrman, was chosen as the
committee's attorney in mid-June.

The Am Law Daily says the unsecured creditors committee filed a
request asking the court to approve the hiring of financial
consultant Development Specialists Inc. at a blended rate of $310
per hour to analyze Howrey's finances and advise on a liquidation
plan.  DSI previously advised on the financial unwinding of other
bankrupt law firms including Heller and Coudert Brothers.

The Am Law Daily notes while Howrey and its creditors work toward
finalizing a dissolution plan, the firm is also battling with its
Washington, D.C., landlord over unpaid rent that could cost the
firm $7.7 million and with its medical insurance provider over
more than 4,000 unpaid claims from former employees.

The firm detailed its own monthly expenses for June last week and
still hopes to move the bankruptcy proceedings to a Washington,
D.C.-area jurisdiction, though that issue is on hold until a
preliminary liquidation plan is arranged in the next two months,
notes The Am Law Daily.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June at the request of the firm.  In its schedules filed
in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.


HOWREY LLP: To Hire Duane Morris as Special Counsel
---------------------------------------------------
Dow Jones' DBR Small Cap reports that the Howrey LLP seeks
permission from the U.S. Bankruptcy Court in San Francisco to
employ Duane Morris as special counsel.  The application was filed
on July 21.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June at the request of the firm.  In its schedules filed
in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.


HUDSON HEALTHCARE: Meeting to Form Creditors Committee Friday
-------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on August 12, 2011, at 9:30 a.m. in the
bankruptcy case of Hudson Healthcare Inc.  The meeting will be
held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Hudson Healthcare Inc. is the nonprofit operator of Hoboken
University Medical Center in Hoboken, New Jersey.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Attorneys at Trenk,
Dipasquale, Webster, et al., serve as counsel to the Debtor.


J. RAY MCDERMOTT: Moody's Affirms 'Ba1' Corporate; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed McDermott International Inc.'s
Ba1 corporate family rating, Ba2 probability of default rating and
Baa3 senior secured bank facility rating. The ratings outlook
remains stable.

The affirmation of MDR's corporate family rating reflects Moody's
view that the company's strong balance sheet and favorable
operating track record provide it with the capacity to absorb an
expected increase in business and financial risks. Moody's expects
such risks to increase over the 12 to 18 month ratings horizon as
MDR invests to expand its existing capabilities in the deep water
and subsea segments of the offshore engineering and construction
market.

RATINGS RATIONALE

MDR's Ba1 corporate family rating reflects its leading position in
a niche market segment that has favorable long-term fundamentals.
The offshore E&C industry is however highly competitive and
cyclical and MDR's large, fixed-price contracts are susceptible to
cost overruns. These risks are mitigated by the company's
significant order backlog, late-cycle contributions, a focus on
project risk management and MDR's strong market position. While
the rating incorporates Moody's expectation that acquisition
activity and/or increased capital expenditures may consume cash
and cause its adjusted leverage to rise from less than 1x
currently, Moody's expects MDR's balance sheet will remain
conservatively leveraged and supported by strong liquidity,
providing meaningful cushion against the downside risks inherent
in its business.

The stable outlook considers Moody's view that while MDR's
measures of financial strength may periodically weaken due to
contract issues or, longer term, to pursue strategic growth
initiatives, the company's balance sheet is expected to remain
conservatively leveraged while its strong liquidity position
provides additional downside protection.

Upwards movement of MDR's ratings is unlikely in the near term but
could occur on a longer term basis should the company demonstrate
consistent disciplined bidding practices and strong project
execution. Key credit metrics associated with an upgrade would
include adjusted Debt/EBITDA sustained below 1.25x. The rating
could be lowered should cost overruns lead to sustained EBITA
margins in the mid single digits, or should the company's balance
sheet deteriorate through either its growth ambitions or
shareholder return initiatives such that adjusted Debt/ EBITDA was
expected to be sustained above 2x.

Moody's last rating action on MDR was on August 11, 2010 when
Moody's repositioned the ratings of MDR's subsidiary, J Ray
McDermott, S.A. to MDR. The repositioning of the ratings followed
completion of the spin-off of Babcock & Wilcox Company from MDR.

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

Headquartered in Houston, Texas, McDermott International, Inc. is
a leading full-service engineering and construction company
focused exclusively on offshore upstream oil & gas. Revenues for
the last twelve months ended June 30, 2011 were about $3 billion.


JACKSON HEWITT: Wins Confirmation of Exit Plan
----------------------------------------------
Peg Brickley, writing for Dow Jones Newswires, reports that
Jackson Hewitt Tax Service Inc. on Monday won court approval to
exit bankruptcy with its balance sheet revamped and free from
accusations it bilked consumers on tax-related loans.  According
to the report, Judge Mary Walrath said she would confirm the
Chapter 11 debt-restructuring plan.

Dow Jones relates Jackson Hewitt attorney Mark McDermott, Esq., at
Skadden Arps Slate Meagher & Flom, said lenders owed $357 million
will swap that secured debt for ownership of the company and a new
$100 million note.  In court papers, the company is said to be
worth an estimated $225 million.  Additionally, the lenders are
providing a $115 million new revolving loan to keep Jackson Hewitt
going until the start of the next tax season.

Dow Jones relates the lenders and lawyers for the official
committee of unsecured creditors have reached a deal that sets
aside $1.1 million for the low-ranking creditors, who were
originally slated to get nothing under Jackson Hewitt's plan.

"The lenders in this case are really giving a lot to get this
company reorganized," Mr. McDermott said, Dow Jones notes.

                       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.  Duane Morris serves as the
panel's counsel.

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.


JEFFERSON COUNTY: May Be Near Deal with Bondholders
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that commissioners for Jefferson County, Alabama, put off
a decision until Aug. 12 on filing for municipal bankruptcy
reorganization after the governor said a settlement was within
"striking distance."  Governor Robert Bentley said, "I will
support a properly structured bankruptcy if a satisfactory
agreement cannot be reached by the end of [this week]"  The
discussions concern the size of the haircut creditors will take on
$3.1 billion in defaulted sewer bonds.  The amount of sewer-rate
increases is also a topic of negotiation.

Shelly Sigo, writing for The Bond Buyer, recounts that in mid-
July, Jefferson County submitted a settlement proposal that asked
creditors to take a $1.3 billion haircut while agreeing to sewer
rate increases of 7.8% annually for three years then 3% hikes each
year.  Creditors responded with a counteroffer agreeing to forgive
$1 billion of the debt while seeking 8% rate increases each year
for five years.  Much of the debt is held by large banks and bond
insurers.  The county's largest creditor is JPMorgan.

According to The Bond Buyer, Commission President David Carrington
said after Thursday's closed-door meeting, "The commission has
reviewed the creditor's offer in exhaustive detail, point by
point."  He added that, "[Gov. Robert Bentley] has requested the
commission enter into another standstill to get additional
concessions from the creditors."

According to The Bond Buyer, one Wall Street firm said the
settlement could set a bad precedent.

"In our opinion, the creditors' ostensible capitulation to
Jefferson County's demands for principal reduction sets a
disquieting precedent," Bank of America Merrill Lynch said in a
report on Friday, The Bond Buyer relates.

"In light of the county's troubled execution of the capital
program, not to mention a history of neglecting -sewerage
treatment and control dating back to the late 19th century,
concessions made by the creditors in this instance could
discourage investors from supporting both ongoing and prospective
large-scale, multi-year capital programs intended to enable
communities to comply with the Clean Water Act," the Merrill
report said.

The Bond Buyer also relates Merrill Lynch speculated that
creditors may be willing to take such a large haircut for several
reasons, including the fact that some investors picked up the
county's sewer debt at deeply discounted prices in the secondary
market.  The lengthy time and expense of litigation in bankruptcy
court could be another reason why creditors are willing to settle,
the Merrill report said.

The Bond Buyer notes additional concessions being sought by the
county in last week's counteroffer were not released.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.

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


KAZI FOODS: Can't Assume KFC Franchise Deals Absent Consent
-----------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker ruled that Kazi Foods of
Michigan, Inc., may not assume any of their franchise agreements
with KFC Corporation without KFC's consent pursuant to 11 U.S.C.
Sec. 365(c)(1).  The Debtors filed four motions to assume certain
pre-petition franchise agreements with KFC and establish cure
costs associated with the proposed assumptions.  KFC objected on
numerous grounds, including that under Sec. 365(c)(1), the Debtors
cannot assume any of the franchise agreements without KFC's
consent, and KFC does not consent.  A copy of Judge Tucker's
Aug. 4, 2011 Opinion is available at http://is.gd/jOtOQMfrom
Leagle.com.

                        About Kazi Foods

Kazi Foods is the second-largest Kentucky Fried Chicken franchisee
and the 11th-largest restaurant franchisee in the world.  The
bankruptcy filing by four of its 11 entities affects approximately
130 restaurant locations across Michigan, Florida, New York, New
Jersey and Maryland.

Kazi Foods of Michigan Inc. and Kazi Foods of Florida Inc. filed
for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case Nos. 11-43971
and 11-43986) on Feb. 17, 2011.  Kazi Foods of Annapolis, Inc.,
filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 11-47556)
on March 21, 2011.  Kazi Foods of New York, Inc., simultaneously
sought Chapter 11 protection (Case No. 11-47551).

Stephen M. Gross, Esq. -- sgross@mcdonaldhopkins.com -- at
McDonald Hopkins, PLC, represents the Debtors.  Kazi Michigan
estimated under $50,000 in assets and $1 million to $10 million in
debts.  Each of Kazi Florida, Kazi Annapolis and Kazi NY estimated
$1 million to $10 million in both assets and debts.


KOBRA EFS: Unit Files Schedules of Assets & Liabilities
-------------------------------------------------------
Fairway Commons II, LLC, a subsidiary Kobra EFS, filed with the
U.S. Bankruptcy Court for the Eastern District of California, its
schedules of assets and liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property               $10,400,000
B. Personal Property              $673,344
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $13,909,790
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $181,700
                                 -----------       --------------
      TOTAL                      $11,073,344          $14,091,490

Kobra EFS, in Roseville, California, filed for Chapter 11
bankruptcy (Bankr. E.D. Calif. Case No. 11-35250) on June 20,
2011.  Affiliates that also sought Chapter 11 protection are
Fairway Commons II, LLC (Case No. 11-35255) and Eureka Ridge, LLC
(Case No. 11-35256).  Judge Christopher M. Klein presides over the
case.  Paul A. Warner, Esq., serves as the Debtors' bankruptcy
counsel.  Kobra EFS and Fairway Commons II separately estimated
$10 million to $50 million in both assets and debts.


KRONOS INTERNATIONAL: Reports $67.8 Million Net Income in Q2
------------------------------------------------------------
Kronos International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on form 10-Q, reporting
net income of $67.80 million on $404 million of net sales for the
three months ended June 30, 2011, compared with net income of $9
million on $256.60 million of net sales for the same period during
the prior year.

The Company also reported net income of $108.90 million on $702.70
million of net sales for the six months ended June 30, 2011,
compared with net income of $49.30 million on $485.40 million of
net sales for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $1.13 billion
in total assets, $831.30 million in total liabilities, current and
noncurrent, and $299.80 million in total stockholders' equity.

Steven L. Watson, Chief Executive Officer, said, "Our segment
profit in the first half of 2011 nearly quadrupled from the first
half of last year.  Continued strong global demand for TiO2
products allowed us to successfully implement further increases in
our TiO2 selling prices during the first half of the year.  Even
with the cost of ore and other raw materials increasing, we
believe our profit margins will continue to expand.  We have
continued to operate our manufacturing facilities at near full
practical capacity utilization levels, and set several new
internal production records during the first six months of 2011.
With constraints to adding significant new production capacity,
especially for the premium grades of TiO2 products through the
chloride process, and the growing worldwide demand for TiO2
products, we believe the significant global shortage of TiO2
products will continue for several years.  We believe increased
and sustained profit margins will be necessary before the
magnitude of increased TiO2 production capacity will match future
demand levels.  As a result, we expect our cash flows and
profitability to continue to increase beyond 2011."

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

                        http://is.gd/i0Jcw3

                     About Kronos International

Kronos International, Inc., produces and markets TiO2 pigments in
Europe, and is a wholly owned subsidiary of Kronos Worldwide,
Inc., headquartered in Dallas, Texas.

                           *     *     *

As reported by the TCR on April 15, 2011, Fitch Ratings has
upgraded Kronos International, Inc.'s (Kronos International)
Issuer Default Rating (IDR) to 'B' from 'B-'.  Fitch's ratings
reflect high financial leverage at Kronos International, as well
as Kronos Worldwide, Inc.'s (Kronos Worldwide) solid market
position in the titanium dioxide (TiO2) industry.  The ratings
also reflect the recovery in the TiO2 industry and Fitch's
expectations that operating EBITDA will average at least $150
million, annually over the next 24 months.

In July 2011, Moody's Investors Service raised Kronos
International, Inc.'s Corporate Family Rating to B1 from B2 and
upgraded the rating on the company's senior secured notes due 2013
to B2 (LGD5, 75%) from B3 (LGD5, 72%).  The upgrade reflects KII's
strong operating results, the currently favorable TiO2 market and
the expectation that the company will continue to enjoy strong
margins, despite ore cost increases, as further TiO2 price
increases are implemented.

                           *     *     *

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


LAW ENFORCEMENT: Frost PLLC Resigns as Independent Accountant
-------------------------------------------------------------
In a Form 8-K filing Thursday, Law Enforcement Associates
Corporation discloses that on Aug. 1, 2011, Frost, PLLC, resigned
from its role as the independent accountant of the Company.  Frost
has advised the Company that its decision to resign was a result
of the bankruptcy filing and the unpaid invoices totaling
approximately $40,000 owed to Frost for previous accounting
services rendered to the Company.

Frost's opinion on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, included an explanatory
paragraph regarding the uncertainty that the Company would
continue as a going concern.  Frost's report indicated that, as a
result of ongoing litigation matters, a working capital deficit,
the significant operating losses already incurred, and the limited
financial resources of the Company, there is substantial doubt
about the ability of the Company to continue as a going concern.

Other than aforementioned going concern assumption, Frost's report
on the consolidated financial statements of the Company as of and
for the year ended Dec. 31, 2010, does not contain an adverse
opinion or a disclaimer of opinion, nor is the report qualified or
modified as to additional uncertainties, audit scope, or
accounting principles.

Given the pending bankruptcy case, the Company's Board of
Directors does not intend to appoint a new independent registered
public accounting firm at this time.

                      About Law Enforcement

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

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


LIBBEY INC: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate and senior
secured debt ratings on Toledo, Ohio-based Libbey Inc. to 'B+'
from 'B'. The rating outlook is stable. Libbey had about $412.5
million of reported debt outstanding as of June 30, 2011.

"The upgrade and stable outlook reflect our belief that Libbey
will sustain its improved profitability and credit measures and
maintain its adequate liquidity position," said Standard & Poor's
credit analyst Rick Joy. "The company has seen a rebound in
profitability since early 2010, reflecting improved demand for its
glassware and dinnerware products in the U.S. and strong growth in
its international operations. For the 12 months ended June 30,
2011, revenues increased by more than 6%, and were up more than 7%
in the quarter ended June 30, excluding the impact of the recent
sale of its Traex plastic dinnerware business. We estimate the
company's adjusted EBITDA margins narrowed slightly to 16.9% for
the 12 months ended June 30, 2011, from 17% in the prior-year
period, as the benefits of cost-reduction initiatives and
higher capacity utilization have largely offset cost inflation.
However, EBITDA margins have increased substantially from 10.2% in
June 2009 as a result of previously implemented cost-cutting
initiatives and facility rationalization. Credit measures have
improved for the 12 months ended June 30, 2011, with estimated
lease and pension-adjusted total debt to EBITDA decreasing to
about 4.4x from 5.0x in the previous year period, and funds from
operations to total debt increasing to 14.1% from 6.1%," S&P
related.

"The ratings on Libbey reflect our opinion of the company's weak
business risk profile and aggressive financial risk profile. We
view the company as having a narrow business focus, capital-
intensive operations, vulnerability to volatile natural gas
prices, and a leveraged financial profile which includes sizable
unfunded pension and postretirement medical benefit obligations.
(Libbey Glass Inc., the company's wholly owned subsidiary, is the
issuer of the company's senior secured notes. For analytical
purposes, we view Libbey and Libbey Glass Inc. as one economic
entity.) We believe Libbey benefits from channel diversification
and leading market shares as a glass beverageware provider in
the U.S. foodservice and retail industries. The company also holds
the leading market position in glass tableware in Mexico through
its subsidiary Crisa Libbey Commercial S. de R.L. de C.V. (not
rated)," S&P stated.


LIFECARE HOLDINGS: Completes Acquisition of HealthSouth Hospitals
-----------------------------------------------------------------
LifeCare Holdings, Inc., has completed its transaction to acquire
the long term acute care hospitals of HealthSouth Corporation.
With this transaction, LifeCare now operates 27 LTACHs in 10
states, totaling 1,392 licensed beds.

The new hospital facilities are located in Sarasota, FL; Las
Vegas, NV; Mechanicsburg and Monroeville, PA.; and Ruston, LA,
with remote locations in the neighboring communities of
Farmerville and Homer.  LifeCare has historically operated
hospitals in four of the five states in which the HealthSouth
hospitals are located, providing opportunities to increase market
share and strengthen referral and payor relationships.

"With the completion of this transaction, we have not only
expanded our network of facilities but have also enhanced our
workforce of highly trained, compassionate caregivers," said
LifeCare Chairman and Chief Executive Officer Phillip B. Douglas.
"We look forward to the opportunity to share best practices with
these hospitals and to integrate them into our efforts to
consistently improve outcomes for patients in need of the
intensive level of care provided in an LTACH environment."

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

         Second Amended and Restated Master Lease Agreement

On Aug. 1, 2011, LifeCare REIT 1, Inc., a subsidiary of LifeCare
Holdings, Inc., entered into a Second Amended and Restated Master
Lease Agreement with Health Care REIT, Inc., HCRI Texas
Properties, Ltd., HCRI Wisconsin Properties, LLC, HCRI
Pennsylvania Properties, Inc. and HCRI Louisiana Properties, L.P.,
collectively as Landlord, adding four Long Term Acute Care
Hospitals to the existing Master Lease Agreement, dated May 2,
2007, between the Landlord and the Tenant, which covered two other
long term acute care hospitals.  Under the Second Amended and
Restated Lease, the Landlord acquired title to the LTACHs on
Aug. 1, 2011, from HealthSouth Corporation or its affiliates.

The LTACHs are located in Mechanicsburg, Pennsylvania (68 beds),
Las Vegas, Nevada (70 beds), Sarasota, Florida (40 beds) and
Ruston, Louisiana (40 beds).  The LTACH located in Ruston,
Louisiana has two remote facilities, one located in Farmerville,
Louisiana (12 beds) and the second located in Homer, Louisiana (18
beds).  These two remote facilities are not leased from the
Landlord and are not included in the Second Amended and Restated
Lease.  In addition, the LTACH located in Monroeville,
Pennsylvania (87 beds) acquired from HealthSouth pursuant to the
Purchase Agreement (defined below) was not acquired by the
Landlord and is not included in the Second Amended and Restated
Lease. Each of the LTACHs was previously owned and operated by
HealthSouth.

The Second Amended and Restated Lease became effective with
respect to the LTACHs on Aug. 1, 2011, and its initial 15-year
term ends on July 31, 2026.  The Second Amended and Restated Lease
contains an option to renew for one 14-year, 11-month renewal
term. The rent for the LTACHs under the Second Amended and
Restated Lease is computed based upon the Landlord's investment
amount allocated to the LTACHs multiplied by the greater of (i) a
spread over the trading yield on 10-year U.S. Treasury Notes, or
(ii) 9.5%, and is subject to an annual inflation adjustment.  The
Second Amended and Restated Lease is an "absolute net lease."

The Second Amended and Restated Lease is guaranteed by the
Company, San Antonio Specialty Hospital, Ltd., LifeCare Hospitals
of Milwaukee, Inc., LifeCare Hospitals of Mechanicsburg, LLC,
LifeCare Specialty Hospital of North Louisiana, LLC, LifeCare
Hospital at Tenaya, LLC and LifeCare Hospitals of Sarasota, LLC.

On Aug. 1, 2011, the Company and LifeCare Hospitals of Houston,
LLC, paid a transaction fee of $750,000 to Health Care REIT, Inc.,
and an indirect parent of the Company granted a warrant to
HealthCare REIT, Inc., to purchase 6.25% of the shares of Parent's
common stock.

                       About LifeCare Holdings

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

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

                          *     *     *

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

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

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


LINDA M JONES: Bankruptcy Case Re-converted to Chapter 11
---------------------------------------------------------
Chief Bankruptcy Judge Frank R. Alley III denied the request of
creditor PremierWest Bank and Charles and Joyce Todd to dismiss
the bankruptcy case of Linda M. Jones under Chapter 12 of the
Bankruptcy Code.  The case originated as a Chapter 11 filing
(Bankr. D. Ore. Case No. 10-65478) on Sept. 9, 2010, and later
converted to Chapter 12 on Ms. Jones' motion.  The Todds argued
Ms. Jones is ineligible for Chapter 12 relief.  Judge Alley said
he finds Ms. Jones to be ineligible for Chapter 12 relief but
affords her an opportunity to reorganize in Chapter 11.

"[Ms. Jones] deserves a chance to reorganize, especially given the
salutary societal endeavor with which she is so closely
affiliated," the judge said.

Judge Alley directed Ms. Jones to file a Chapter 11 plan and
disclosure statement by Aug. 31, 2011.

A copy of Judge Alley's Aug. 2, 2011 Memorandum Opinion is
available at http://is.gd/Wd48gCfrom Leagle.com.

Ms. Jones owns and maintains 22 acres of land and improvements in
rural Jackson County, Oregon, doing business as "Eden Farm."  Her
principal activity is boarding and training horses.  She also
offers riding lessons and occasionally puts on horse shows.  She
keeps about 45 horses on the property, 3 of which she owns.  Of
the remaining horses, about 15 are owned by private third parties;
the balance are owned by Equamore Foundation, a Sec. 501(c)(3)
charitable foundation whose mission is to care for abandoned or
neglected horses.  Ms. Jones is Equamore's executive director.
For the most part, the Equamore horses are not saleable. On
occasion Equamore will permit third parties to adopt a horse for a
fee, although due to the economy, it often waives its adoption
fee.  Equamore hires veterinarians to geld all of the stallions it
takes in.  If one of its mares is pregnant when taken in, Equamore
will also raise the foal, but not for resale.

The great bulk of Ms. Jones' income comes from boarding fees.
Private parties pay $350 per month to board a horse.  Equamore is
also supposed to pay a monthly fee, but due to lack of funds, now
owes Ms. Jones over $89,000.

Ms. Jones lives on the property. It is zoned by Jackson County for
exclusive farm use.  Ms. Jones has obtained a conditional use
permit from the County planning authorities.  The permit
apparently authorizes an additional dwelling on the property for
farm labor, and the use of the property for boarding and showing
up to 50 horses.  Ms. Jones' 3 employees (1 full-time, 2 part-
time), are treated as "agricultural employees" for tax purposes.


LINDEN PONDS: To Seek Plan Confirmation on Aug. 18
--------------------------------------------------
Jessica Bartlett at boston.com reports that Linden Pond has a
hearing scheduled for Aug. 18 in Dallas, where a federal
bankruptcy judge is expected to approve its debt-restructuring
plan.  The proposal includes forgiving about $34 million of Linden
Ponds' $150 million debt.

According to Hingham officials, Linden Ponds owes $1.7 million in
property taxes for the third and fourth quarters of the fiscal
year that ended June 30.  An additional $799,519 was due to the
town last Monday, and was paid by the company later in the week,
officials said.  The next quarterly payment of $799,519 will come
due Nov. 1, and the company expects to pay that on time, officials
said.

Town Administrator Ted Alexiades said Linden Ponds will be paying
14 percent interest on top of the taxes in arrears from the 2011
fiscal year.  If the bill isn't paid by late September, he said,
the town will put a lien in the property, and bump the interest
rate to 16 percent.

                        About Linden Ponds

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

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

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

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

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


LITTLETON APARTMENTS: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Littleton Apartments LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $571,814
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,568,366
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $78,472
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $13,646,594
                                 -----------      -----------
        TOTAL                       $571,814      $54,293,432

Affiliate MS 128 Littleton Limited Partnership also filed its
schedules disclosing assets of $100 and liabilities of $0.

                    About Littleton Apartments

Based in Dallas, Texas, Littleton Apartments LLC, owns a newly
constructed 350-unit luxury apartment property in downtown
Littleton, Colorado, known as the "Alexan Downtown Littleton".  MS
128 Littleton Limited Partnership owns 100% of the membership
interests in Littleton and has no other assets.  Neither Littleton
nor MS 128 have any employees.  The Property is managed by GREP
Southwest, LLC d/b/a Greystar, pursuant to a Management Agreement.

Littleton and MS 128 filed separate Chapter 11 petitions (Bankr.
N.D. Tex. Case Nos. 11-34564 and 11-34563) on July 14, 2011.  The
cases are jointly administered.  Judge Stacey G. Jernigan presides
over the cases.  Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, serves as counsel.  In its petition, Littleton Apartments
estimated assets and debts of $50 million to $100 million.  The
petitions were signed by Timothy J. Hogan, vice president.


LITTLETON APARTMENTS: Has Interim Access to Secured Lenders' Cash
-----------------------------------------------------------------
On July 28, 2011, the U.S. Bankruptcy Court for the Northern
District of Texas authorized Littleton Apartments LLC to use cash
collateral on an interim basis, pursuant to a budget, with a
permitted variance of 10% on a line-item basis and a variance of
10% on the aggregate budget.

As adequate protection, the pre-petition Secured Lenders are
granted replacement liens in all post-petition assets of Littleton
and proceeds thereof, including, without limitation, all Rents,
issues and income generated by the Property, excluding any causes
of action under Chapter 5 of the Bankruptcy Code.

As reported previously, Littleton Apartments LLC seeks authority
from the Bankruptcy Court to use rent from its Colorado apartment
to fund the business while in Chapter 11.  The Debtor said the
rent constitute cash collateral securing obligations to its
prepetition lenders.

Littleton said it owes a syndicate of lenders led by California
Bank & Trust, as agent, under the terms of a Construction Loan
Agreement, Secured Promissory Note, Deed of Trust, and various
accompanying loan documents dated July 1, 2008.  The amounts owed
under the Loan Documents are secured by a lien on, inter alia, the
Property, the rents generated by the Property, and all of
Littleton's personal property.  As of the Petition Date, the
outstanding amount due under the Loan Documents was $40.6 million.

The Debtors have prepared a 30-day budget, from July 15 through
Aug. 14.  The Debtors expect total income on the Property to be
$384,951.  Total operating and non-recoverable expenses are
expected to be $89,729.

                    About Littleton Apartments

Based in Dallas, Texas, Littleton Apartments LLC, owns a newly
constructed 350-unit luxury apartment property in downtown
Littleton, Colorado, known as the "Alexan Downtown Littleton".  MS
128 Littleton Limited Partnership owns 100% of the membership
interests in Littleton and has no other assets.  Neither Littleton
nor MS 128 have any employees.  The Property is managed by GREP
Southwest, LLC d/b/a Greystar, pursuant to a Management Agreement.

Littleton and MS 128 filed separate Chapter 11 petitions (Bankr.
N.D. Tex. Case Nos. 11-34564 and 11-34563) on July 14, 2011.  The
cases are jointly administered.  Judge Stacey G. Jernigan presides
over the cases.  Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, serves as counsel.  In its petition, Littleton Apartments
estimated assets and debts of $50 million to $100 million.  The
petitions were signed by Timothy J. Hogan, vice president.


LOS ANGELES DODGERS: Seeks Court OK for $150 Million Loan from MLB
------------------------------------------------------------------
The Los Angeles Dodgers is asking a Delaware bankruptcy judge to
approve a $150 million loan from Major League Baseball that would
keep the team operating for the remainder of the season.

Canada.com reports that the Los Angeles Dodgers and Major League
Baseball have agreed on a $150 million loan to keep the club
financially operational through the rest of the season.

According to the Canada.com report, the saga with one of the most
storied franchises in baseball and its money issues reached its
climax two weeks ago when a U.S. Bankruptcy Court rejected the
Dodgers' recently proposed $150 million bankruptcy financing plan.

The report says Dodgers owner Frank McCourt then rebuffed MLB's
loan offer in favor of a deal with hedge fund Highbridge Capital,
which Judge Kevin Gross found unacceptable and instead directed
the team to negotiate a deal with the league.

The parties agreed to the terms and conditions per Judge Gross'
instructions, according to MLB.com on Friday.

                       Terms of $150-Mil. Loan

Marie Beaudette, writing for Dow Jones' Daily Bankruptcy Review,
reports that The Los Angeles Dodgers on Friday disclosed the terms
of a deal to borrow up to $150 million from Major League Baseball
-- two weeks after a bankruptcy judge rejected the team's request
to borrow the money from preferred lender, Highbridge Principal
Strategies, a hedge fund affiliated with JP Morgan Chase & Co.
According to DBR, Dodgers filed details of the new loan deal along
with a proposed final order authorizing the team to tap the
financing.

On July 22, Judge Gross denied the Dodgers' request because MLB
had put up a better deal.  MLB had offered to provide the
bankruptcy financing on an unsecured basis, at a reduced interest
rate and without nearly $10 million in fees the team had agreed to
pay Highbridge.  Judge Gross required the MLB loan to be free of
control provisions and assured the Dodgers that he would offer
protections in "the hopefully unlikely event that baseball strays
from its obligations to act in good faith."

According to the report, the team will use the loan to pay off
borrowings under the Highbridge loan, which was approved by Judge
Gross on an interim basis shortly after the team sought Chapter 11
protection.   According to court papers, the payoff amount as of 5
p.m. Wednesday was about $61.2 million.

                    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.


LTV STEEL: Defunct Vendor Retains Attorney-Client Privilege
-----------------------------------------------------------
Magistrate Judge Morton Denlow in Chicago barred former offices
and directors of LTV Steel Company Inc. from seeking documents
subject to attorney-client privilege from Shefsky & Froelich Ltd.,
which represented Hunter Corporation, a defunct LTV vendor and a
member of the Official Committee of Administrative Claimants in
the LTV case.  Shefsky claims that an attorney-client privilege
applies to a number of the subpoenaed documents, while the
Defendants argue that the privilege ended when Shefsky's corporate
client went out of business.  Judge Denlow said Hunter retains it
is attorney-client privilege.

LTV Steel Company Inc. filed for Chapter 11 bankruptcy on Dec. 30,
2000, but the restructuring attempt collapsed in the fall of 2001.
After investigating why the restructuring effort failed, the
Official Committee of Administrative Claimants filed a lawsuit in
the Northern District of Ohio, claiming that the former directors
and officers of LTV breached their fiduciary duties during the
restructuring effort by incurring administrative debts that they
knew the company could not repay.

Hunter Corporation was a construction company and LTV vendor
headquartered in Indiana and incorporated in Delaware.  The
Defendants allegedly forced Hunter out of business by inducing
Hunter to perform work for which the Defendants knew LTV could not
pay.  Specifically, Hunter performed repairs on an LTV facility in
2001 for which LTV never paid.  Hunter ceased construction
operations shortly thereafter.  Hunter has since pursued its claim
against LTV, most recently as a member of the ACC in the Ohio
action.  Chester Jones continues to act as Hunter's President.
Hunter was dissolved on March 1, 2009 for failure to pay Delaware
franchise taxes.  On Feb. 2, 2011, Hunter was officially
reinstated as a Delaware Corporation in good standing, after
Hunter Vice President and Director Jerry Oshinski filed for
revival of the company's charter.

Joel Sprayregen, a Shefsky shareholder, both represented Hunter
during LTV's bankruptcy and has served as the ACC's F.R.C.P. Rule
30(b)(6) witness in the Ohio action.  In 2010, during the period
that Hunter was dissolved, the Defendants sought documents from
Shefsky relating to Hunter's relationship with LTV.  In response
to a subpoena issued Dec. 30, 2010, Shefsky withheld some
documents on the grounds that they were protected by an attorney-
client privilege between Hunter and Shefsky.

The case is The Official Committee of Administrative Claimants, on
behalf of LTV Steel Company, Inc., v. Glenn J. Moran, James Baske,
George Henning, and Eric Evans, Case No. 11 C 3300 (N.D. Ill.).  A
copy of the Court's Aug. 4, 2011 Memorandum Opinion and Order is
available at http://is.gd/WrMBznfrom Leagle.com.

                    About The LTV Corporation

Headquartered in Cleveland, Ohio, The LTV Corp. operated as a
domestic integrated steel producer.  The Company along with 48
subsidiaries filed for Chapter 11 protection on Dec. 29, 2000
(Bankr. N.D. Ohio, Case No. 00-43866).  On Aug. 31, 2001, the
Company disclosed $4,853,100,000 in total assets and
$4,823,200,000 in total liabilities.

By order dated Feb. 28, 2002, the Court approved the sale of
substantially all of the Debtors' integrated steel assets to WLR
Acquisition Corp. n/k/a International Steel Group, Inc., for
roughly $80 million, plus assumption of certain environmental and
other obligations.  ISG also purchased inventories which were
located at the integrated steel facilities for $52 million.  The
sale of the Debtors' integrated steel assets to ISG closed in
April 2002, and a second closing related to the purchase of the
inventory occurred in May 2002.

On Dec. 31, 2002, substantially all of the assets of the Pipe
and Conduit Business, consisting of LTV Tubular Company, a
division of LTV Steel Company, Inc., and Georgia Tubing
Corporation, were sold to Maverick Tube Corporation for cash of
roughly $120 million plus the assumption of certain environmental
and other obligations.

On Oct. 16, 2002, the Debtors announced that they intended to
reorganize the Copperweld Business as a stand-alone business.  The
LTV Corporation no longer exercised any control over the business
or affairs of the Copperweld Business.  A separate plan of
reorganization was developed for the Copperweld Business.  On
Aug. 5, 2003, the Copperweld Business filed a disclosure statement
for the Joint Plan of Reorganization of Copperweld Corporation and
certain of its debtor affiliates.  On Oct. 8, 2003, the Court
approved the Second Amended Disclosure Statement.  On Nov. 17,
2003, the Court confirmed the Second Amended Joint Plan, as
modified, and on Dec. 17, 2003, the Plan became effective and the
common stock was canceled.  Because LTV received no distributions
under the Second Amended Plan, its equity in the Copperweld
Business is worthless and has been canceled.

In November 2002, the Debtors paid the DIP Lenders the remaining
balance due for outstanding loans and in December 2002, the
remaining letters of credit were canceled or cash collateralized.
Consequently, the Debtors have no remaining obligation to the DIP
Lenders.  Pursuant to a February 2003 Court order, LTV Steel
continued the orderly liquidation and wind down of its businesses.

On Oct. 8, 2003, the Court entered an Order substantively
consolidating the Chapter 11 estates of LTV Steel and Georgia
Tubing Corporation for all purposes.

In November and December 2003, approximately $91.9 million was
distributed by LTV Steel to other Debtors pursuant to an
Intercompany Settlement Agreement that was approved by the Court
on Nov. 17, 2003.  On Dec. 23, 2003, the Court authorized LTV
Steel and Georgia Tubing to make distributions to their
administrative creditors and, after the final distribution, to
dismiss their Chapter 11 cases and dissolve.

On March 31, 2005, the Court entered an order that among other
things: (a) approved a distribution and dismissal plan for LTV
and certain other debtors; (b) authorized The LTV Corporation
and LTV Steel to take any and all actions that are necessary or
appropriate to implement the distribution and dismissal plan;
(c) established March 31, 2005, as the record date for identifying
shareholders of LTV that are entitled to any and all shareholder
rights with respect to the distribution and dismissal plan and the
eventual dissolution of LTV; and (d) authorized The LTV
Corporation to establish and fund a reserve account for the
conduct of post-dismissal activities and the payment of post-
dismissal claims.

LTV is in the process of liquidating, and its stock is worthless.

On March 28, 2007, the Official Committee of Administrative
Claimants filed a motion with the Court requesting an order to
approve the appointment of a Chapter 11 trustee.  On April 11,
2007, April 12, 2007, and May 1, 2007, certain of LTV's former
officers and directors filed motions to convert the case to
Chapter 7.  On June 28, 2007, the ACC filed a motion to withdraw
the Chapter 11 Trustee Motion; the Court granted the ACC's
withdrawal motion on Aug. 1, 2007.  An evidentiary hearing on the
Chapter 7 Trustee Motion was held in August 2007.  The Court has
not yet issued its order.


LYMAN LUMBER: Files for Chapter 11 to Sell to Investment Firm
-------------------------------------------------------------
Lyman Lumber Co., a Minnesota building-products supplier hit hard
by the U.S. housing crisis, filed for Chapter 11 bankruptcy
protection to sell itself to a Manhattan investment firm.

Lyman Lumber sought Chapter 11 petition together with its
affilaites (Bankr. D. Minn. Lead Case No. 11-45190).

Lyman Lumber has signed a letter of intent to sell its Midwestern
assets to SP Asset Management LLC, an affiliate of Steel Partners
Holdings L.P.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.  The purchase price was not disclosed.

Lyman, which operates six Midwest divisions that serve contractors
and lumber dealers, said it plans to use the Chapter 11 process to
restructure debt obligations and to allow it to shed non-
performing assets such as its land holdings and construction-
lending portfolio, says the Minneapolis/St. Paul Business Journal.

Evan Weinberger at Bankruptcy Law360 notes the Chapter 11 filing
announcement came one day after Lyman, the largest supplier of
lumber, building materials and job-site labor for residential
construction in the Midwest, filed for bankruptcy protection in
Minnesota.

Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that the building-products supplier was hit hard by the
U.S. housing crisis.  The 113-year old company said the move will
enable it to shed some of its money-losing operations while it
works to sell its operating assets to an affiliate of hedge-fund
firm Steel Partners LLC.  Lyman Lumber President Jim Hurd said
that the business expects to continue operating throughout the
case.

Lyman Lumber sells building supplies, such as framing beams,
roofing materials, siding and drywall to residential builders.

                       First Day Motions

According to DBR, the company is seeking court permission to spend
about $9.2 million on taxes, operating expenses and to pay its 750
employees during the first few weeks of the case.

DBR relates a Steel Partners representative declined to say
whether building-supply companies make up a large part of its
investment portfolio.

DBR, citing papers filed in court, says Lyman Lumber estimated it
owes $19 million to a handful of lenders including U.S. Bank, TCF
Bank, Bank of America, Wells Fargo Bank, J.P. Morgan Chase Bank
and Prudential Insurance Company of America.  Lyman Lumber said it
also holds mortgages for properties located in Eau Claire, Wis.,
Woodinville, Wash., and Matthews, N.C.


LYMAN LUMBER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lyman Lumber Company
        P.O. Box 40
        Excelsior, MN 55331

Bankruptcy Case No.: 11-45191

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                                  Case No.
        ------                                  --------
Lyman Holding Company                           11-45190
Automated Building Components, Inc.             11-45192
Building Material Wholesalers, Inc.             11-45193
Carpentry Contractors Corp.                     11-45194
Construction Mortgage Investors Co.             11-45196
Lyman Development Co.                           11-45199
Lyman Lumber of Wisconsin, Inc.                 11-45201
Lyman Properties, L.L.C.                        11-45202
Mid-America Cedar, Inc.                         11-45203
Woodinville Lumber, Inc.                        11-45204
Woodinville Construction Services, L.L.C.       11-45206


Chapter 11 Petition Date: August 4, 2011

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtors' Counsel: James L. Baillie, Esq.
                  FREDRIKSON & BYRON, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7013
                  Fax: (612) 492-7077
                  E-mail: jbaillie@fredlaw.com

                         - and -

                  Sarah M. Gibbs, Esq.
                  FREDRIKSON & BRYON, P.A.
                  200 S. 6th Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7452
                  E-mail: sgibbs@fredlaw.com

Lyman Lumber's
Estimated Assets: $50,000,001 to $100,000,000

Lyman Lumber's
Estimated Debts: $100,000,001 to $500,000,000

The petition was signed by James E. Hurd, president and chief
executive officer.

Lyman Lumber's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Central States Pension Fund        Pension Liability    $7,004,056
9377 W. Higgins Road
Des Plaines, IL 60018

Scott Kevitt                       Promissory Note      $1,577,446
3335 Pennsylvania Avenue N
Crystal, MN 55427

Kevitt Excavating LLC              Promissory Note        $707,408
3335 Pennsylvania Avenue N
Crystal, MN 55427

Kevitt Excavating Inc.             Promissory Note        $696,816
3335 Pennsylvania Avenue N
Crystal, MN 55427

Minnetonka Country Club, et al     Promissory Note        $590,660
24575 Smithtown Road
Shorewood, MN 55331

Ruth B. Witrak, et al              Promissory Note        $561,593
24575 Smithtown Road
Shorewood, MN 55331

Bohdan Witrak, et al               Promissory Note        $508,618
24575 Smithtown Road
Shorewood, MN 55331

Annalee M. Hanson Rev Trust        Promissory Note        $454,439
6400 Greenbriar Ave
Excelsior, MN 55331

Manion's                           Trade Vendor           $436,371
7705 - 305Th Street
St Cloud, MN 56303-9411

SVK Development LLC                Promissory Note        $398,424
3335 Pennsylvania Avenue N
Crystal, MN 55427

Timothy J. Schoen                  Promissory Note        $393,407
711 Ashley Drive
Chaska, MN 55318

James William Scheible             Promissory Note        $380,458
8800 Cottonwood Lane
Eden Prairie, MN 55347

Timothy G. Liester                 Promissory Note        $343,514
26355 Oak Ridge Circle
Shorewood, MN 55331

Dennis J. Amato                    Promissory Note        $320,787
5 The Crow's Nest
Port Washington, NY 11050

The J Amato GST Exempt Trust       Promissory Note        $320,787
Melanie D. Gutterson, Trustee
128 Tracy Lane
Alamo, CA 94507

Lucille L. Rust                    Promissory Note        $319,548
5650 Boone Avenue N, Apartment 416
New Hope, MN 55428

Mariellen Waldron                  Subordinated           $312,674
55 Pine Street, #307               Debenture
Edmonds, WA 98020

Jeff P & Barbara J. Johnson        Subordinated           $271,890
1512 Knob Hill Lane                Debenture
Excelsior, MN 55331

John B. MacWherter Rev Trust       Promissory Note        $265,193
3670 Northome Road
Wayzata, MN 55391

Kim Nhung Nguyen                   Promissory Note        $261,999
4315 Hadley Circle N
Oakdale, MN 55128


MACCO PROPERTIES: Shareholder Wants Reorganization Case Dismissed
-----------------------------------------------------------------
Jennifer Price, the sole shareholder of Macco Properties, Inc.,
asks the U.S. Bankruptcy Court for the Western District of
Oklahoma to dismiss the Debtor's Chapter 11 case.

According to Ms. Price, soon as the Chapter 11 trustee was
appointed, the agreement was breached by the U.S. Trustee (and the
Chapter 11 trustee), as Macco's management was prohibited from
conducting its normal business operations, and the Chapter 11
trustee has made no effort to determine the unsecured debt.

Specifically, one of Macco's affiliated companies collected a
settlement of an account receivable during the pendency of the
case in the amount of $1,375,000.  Those funds were intended to be
used by Macco to fulfill obligations of its day-to-day operations
in managing commercial properties.  However, the Chapter 11
trustee seize thos funds, and is failing, refusing and neglecting
to properly run Macco's business.

The $1,375,000 settlement is more than enough to pay liquidated,
non-contingent, due and owing unsecured creditors in full, and
there is no need for the Chapter 11 trustee to dramatically change
all management of Macco at the expense of all of Macco's creditors
and Ms. Price, individually.

Ms. Price adds that the Chapter 11 trustee failed to pay the
required payments which resulted in a $100,000 penalty to one of
Maco's affiliated companies, namely AP Bristol Park Apartments,
LLC.

Seyburn, Kahn, Bess and Serlin, P.C., and Pinkerton & Finn
represented Ms. Price.

As reported in the Troubled Company Reporter on July 27, 2011, the
Debtor sought for the dismissal of its Chapter 11 case.  The
Debtor is fighting in the Court to regain control of its
$131 million real estate empire that stretches across Oklahoma and
Kansas.

                      About Macco Properties

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

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

Receivership Services Corp., a division of the Martens Cos., has
been named by the Court as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.


MACCO PROPERTIES: Price Edwards OK'd as Trustee's Property Manager
------------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma authorized Michael E. Deeba, the
Chapter 11 trustee for Macco Properties, Inc., to retain Price
Edwards & Company as property manager.

The trustee related that upon assuming his duties and
responsibilities, the trustee discovered that the Debtor is the
100% or 99% owner/member/manager of numerous Limited Liability
Companies, each of which own or control multi-family apartment
complexes, commercial business complexes, shopping center and
other non-income producing real properties.

These properties are located in Oklahoma, Kansas, Arizona and
Texas.

With respect to the Oklahoma properties, there are five
multifamily apartment complexes located in Oklahoma City and
Norman, Oklahoma, as:

   a. The Brooks Apartments - 2500 W. Brooks Street, Norman, OK.
   b. Newport/Granada Apartments - 3407 NW 39th & 3405 NW 40th
   St., OKC, OK.
   c. Emerald Court Apartments - 4746 NW 23rd Street, OKC, OK.
   d. Remington Apartments - 7125 S. Sante Fe Ave., OKC, OK.
   e. Winslow Glen Apartments - 4750 NW 23rd, Street, OKC. OK.

These properties represent 745 rental units.  In addition, there
are four commercial business properties, as:

   a. Sovereign Business Park - 1220 & 1300 Sovereign row, OKC,
   OK.
   b. Charter Business Park - 4219 Charter Ave., OKC, OK.
   c. Northgate Office Park - 4010 N. Lincoln, OKC, OK.
   d. MacArthur Executive Building - 4614 N. MacArthur Blvd., OKC,
   OK.

The trustee believes that in order to maintain the value of these
properties for the benefit of the bankruptcy estate, competent
management is needed to stabilize the business operations.

Price Edwards is expected to:

   a) evaluate the property;

   b) manage and lease of the property; and

   c) instruct and advise the trustee as to a marketing plan for
   and the eventual sale of the property of the Debtor's estate.

David Dirkschneider, an employee of Price Edwards, told the Court
that pursuant to the Multifamily Property Management Agreements,
Price Edwards will receive as compensation for management services
a management fee equal to 4% of gross rental receipts from each
apartment complex, but no less than $2,500 per property per month.
Price Edwards will also receive $1,200 asinitial set-up to
compensate it for accounting set-up, including computer and
software needs involved in the property operation and the
administration of and establishment of employee payroll
requirements, including interviewing and hiring of new employees,
workers compensation insurance and payroll tax responsibilities.

Pursuant to the Property Management and Leasing Agreements, Price
Edwards will receive as compensation for management services a
management fee equal to $1,500 for each of the properties known as
Sovereign Business Park and Northgate Office Park and $1,000 for
each of the properties known as Charter Business Park and
MacArthur Executive Building and a leasing fee equal to 6%
commission if another broker is involved, and 4% if no other
broker is involved.  In the event there is insufficient funds to
pay the monthly management fee, Price Edwards has agreed
to accrue the fees until the property is sold and receive payment
out of the proceeds of sale.

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

                      About Macco Properties

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

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

Receivership Services Corp., a division of the Martens Cos., has
been named by the Court as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.


MACROSOLVE INC: Steve Signoff Appointed Chief Executive Officer
---------------------------------------------------------------
MacroSolve, Inc., appointed a new Chief Executive Officer, Steve
Signoff, to lead the Company's revenue growth.  Mr. Signoff also
joins the Company's Board of Directors.  He is a 20-year seasoned
sales, marketing, and executive leader with Fortune 250 and
Fortune 1000 companies including Sprint and One Communications, as
well as serving as a start-up CEO.

Effective Aug. 1, 2011, and in conjunction with the appointment of
Mr. Signoff, Clint Parr resigned as the Company's Chief Executive
Officer.  Mr. Parr remains as the Company's President and a member
of the Board of Directors.

Mr. Signoff joins MacroSolve at a time when the Company is
building multiple national sales channels to market and sell its
patented suite of mobile apps.

"I believe MacroSolve's investments and visionary platform
development have poised the Company for growth, with timing and
market demand on our side.  Now is the time to leverage our
technology, strong management team and exceptional board members
to drive expanding market share in the mobile app space," stated
MacroSolve CEO, Steve Signoff.

"Steve is the kind of CEO we need to lead MacroSolve's evolution
into our next stage of growth.  We will be working closely
together to capture revenue opportunities by continuing to develop
and distribute innovative products into the mobile apps space,"
stated MacroSolve's President, Clint Parr.

"Both Steve and our new chairman, Howard Janzen, have followed the
evolution of mobility for a decade and have kept current with
MacroSolve.  They saw MacroSolve as perfectly positioned to take
advantage of the explosion in the growth of mobility and were
happy to have the opportunity to jump on board.  The addition of
Steve and Howard marks the beginning of strategically selecting
new talent at the appropriate time to address the new
opportunities that MacroSolve will face," stated Jim McGill, Vice
Chairman of MacroSolve.  "Our issue now is speed to market with
our major partners as part of a strategy to quickly capture the
high ground in several vertical markets.  The synergistic talents
of Steve Signoff and Clint Parr will accelerate the capture of
that high ground."

Mr. Signoff was most recently Chief Sales and Marketing Officer of
One Communications, the largest privately-held, multi-regional
integrated telecommunications solutions provider in the United
States.  He led the company's sales and marketing organization
driving revenue via direct, indirect and wholesale channels in the
B2B marketplace.

Mr. Signoff holds a Bachelor of Arts degree having graduated cum
laude in business with a major in finance and a minor in
economics.  He has completed additional post-graduate courses in
business development negotiating, marketing and strategic planning
with Harvard Law School, Columbia University and the University of
Michigan.

He has served on the boards of Vumber, Intelig in Rio de Janeiro,
Brazil; Barak in Tel Aviv, Israel; and nonprofit boards including
The Kansas City Zoo, the Sprint Foundation and CASA.

Effective Aug. 1, 2011, the Company entered into an employment
agreement with Mr. Signoff to serve as CEO.  The Agreement can be
terminated at any time by either party upon 60 days prior written
notice.  The base salary under the Agreement is initially
$330,000, which will be paid in cash, shares of the Company's
common stock and notes payable.  Mr. Signoff will receive an
initial salary of at least $50,000 per annum in cash, notes
payable in an amount equal to the difference between $180,000 per
annum and the Cash Salary, and shares of Common Stock equal to the
difference between the annual salary and the Target.

Mr. Signoff received 100,000 shares of Common Stock as a signing
bonus.  As well, Mr. Signoff is entitled to receive options to
purchase 1,500,000 shares of the Company's Common Stock,
exercisable at $0.50 per share

In addition, Mr. Signoff is entitled to participate in any and all
benefit plans, from time to time, in effect for the Company's
employees, along with vacation, sick and holiday pay in accordance
with its policies established and in effect from time to time.

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

As reported in the Troubled Company Reporter on April 7, 2010,
Hood Sutton Robinson & Freeman CPAs, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and net capital
deficiency.

The Company's balance sheet at March 31, 2011, showed
$1.73 million in total assets, $1.66 million in total liabilities
and $69,781 in total stockholders' equity.


MATIKA VILLA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Matika Villa, LLC
        P.O. Box 5156
        Salisbury, NC 28147

Bankruptcy Case No.: 11-51204

Chapter 11 Petition Date: August 3, 2011

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: William L. Stocks

Debtor's Counsel: Edwin H. Ferguson, Jr., Esq.
                  FERGUSON, SCARBROUGH, HAYES, HAWKINS
                  P.O. Box 444
                  Concord, NC 28025-0444
                  Tel: (704) 788-3211
                  Fax: (704) 784-3211
                  E-mail: ehfafd@fspa.net

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/ncmb11-51204.pdf

The petition was signed by Timothy D. Smith, member/manager.


MEDCLEAN TECHNOLOGIES: Inks Director Agreement with C. Nelson
-------------------------------------------------------------
MedClean Technologies, Inc., on Aug. 1, 2011, entered into a
Director Agreement with Constance A. Nelson, pursuant to which Ms.
Nelson was appointed (i) to the Company's board of directors and
(ii) as Chairman of the Board's audit committee.  The term of the
Director Agreement is for a period of one year, commencing Aug. 1,
2011.  The Director Agreement may, at the option of the Board, be
automatically renewed on such date that Ms. Nelson is re-elected
to the Board.  Under the Director Agreement, Ms. Nelson is to be
paid 5,000,000 stock options on an annual basis which vest
quarterly.

Ms. Nelson combines over 30 years of experience in accounting,
internal audit, and management in the fields of manufacturing,
government and higher education.  From 2000 through 2011, she has
held positions including Controller, Accounting Manager, Director
of Financial Accounting, and Director of Finance for Exide
Technologies, a global manufacturing company.  From 1996 through
1999 she was Finance Director for the City of Pinecrest, Florida.
From 1981 to 1996 she held positions with the State of Tennessee
including Assistant Commissioner for the Department of Commerce
and Insurance, Vice President of Business and Finance for
Tennessee State University, and Director of Internal Audit for the
Department of General Services. She has an undergraduate degree
from David Lipscomb University and an MBA from Tennessee State
University.

The Company believes that Ms. Nelson's broad range of experience
in accounting and management fields over the past 30 years make
her a valuable member to the Board and the Board's audit
committee.

There is no family relationship between Ms. Nelson and any of the
Company's directors or officers.

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

On July 31, 2011, Joseph Esposito resigned from his position on
the Board pursuant to the expiration of his consultant agreement.

                     About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.

The Company's balance sheet at March 31, 2011, showed $1.8 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $295,325.

As reported in the TCR on April 6, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, Utah, expressed substantial
doubt about the MedClean Technologies' ability to meet
its obligations and to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial recurring losses.


MORGANS FOODS: Black Horse, et al., Do Not Own Common Shares
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Black Horse Capital LP and its affiliates
disclosed that they do not own any shares of common stock of
Morgan's Foods, Inc.  A full-text copy of the filing is available
for free at http://is.gd/29ZSeN

                       About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

Grant Thornton LLP, in Cleveland, Ohio, expressed substantial
doubt about Morgan's Foods' ability to continue as a going
concern.  The independent auditors noted that as of Feb. 27, 2011,
the Company was in default and cross default of certain provisions
of its most significant credit agreements and in default of the
image enhancement requirements under franchise agreements for
certain of its restaurants.

The Company reported a net loss of $988,000 on $89.9 million of
revenues for the fiscal year ended Feb. 27, 2011, compared with
net income of $396,000 on $90.5 million of revenues for the fiscal
year ended Feb. 28, 2010.

The Company's balance sheet at May 22, 2011, showed $43.03 million
in total assets, $42.62 million in total liabilities and $418,000
in total shareholders' equity.


MORGANS HOTEL: Inks $100MM Revolving Facility with Deutsche Bank
----------------------------------------------------------------
Morgans Group LLC, Beach Hotel Associates LLC and Morgans Hotel
Group Co., as guarantor, entered into a secured Credit Agreement,
with Deutsche Bank Securities Inc. as sole lead arranger, Deutsche
Bank Trust Company Americas, as agent, and the lenders party
thereto.

The Revolving Credit Agreement provides commitments for a $100
million revolving credit facility and includes a $15 million
letter of credit sub-facility.  The maximum amount of those
commitments available at any time for borrowings and letters of
credit is determined according to a borrowing base valuation equal
to the lesser of (i) 55% of the appraised value of the Delano
Hotel and (ii) the adjusted net operating income for the Florida
Property divided by 11%.  Extensions of credit under the Revolving
Credit Agreement are available for general corporate purposes.

The commitments under the Revolving Credit Agreement may be
increased by up to an additional $10 million during the first two
years of the facility, subject to certain conditions, including
obtaining commitments from any one or more lenders to provide
those additional commitments.  The commitments under the Revolving
Credit Agreement terminate on July 28, 2014, at which time all
outstanding amounts under the Revolving Credit Agreement will be
due and payable.  There are no loans currently outstanding under
the Revolving Credit Agreement.

The obligations of the Borrowers under the Revolving Credit
Agreement are guarantied by the Company and Morgans Hotel Group
Management LLC.  Those obligations are also secured by a mortgage
on the Florida Property and all associated assets of the Florida
Borrower, as well as a pledge of all equity interests in the
Florida Borrower.

The interest rate applicable to loans under the Revolving Credit
Agreement is a floating rate of interest per annum, at the
Borrowers' election, of either LIBOR plus 4.00%, or a base rate
plus 3.00%.  In addition, a commitment fee of 0.50% applies to the
unused portion of the commitments under the Revolving Credit
Agreement.

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

                       http://is.gd/ohiLHt

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed
$604.36 million in total assets, $655.66 million in total
liabilities, and a $51.29 million total stockholders' deficit.


NETWORK SOLUTIONS: Moody's Affirms B2 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed Network Solutions, LLC's B2
Corporate Family Rating (CFR) and the ratings for the company's
existing credit facilities, and revised the ratings outlook to
stable, from negative.

These ratings were affirmed:

Issuer: Network Solutions, LLC

Corporate Family Rating at B2

Probability of Default Rating at B2

$25 million secured revolver due 2013 at B1 (LGD3, 39%) -- point
estimate revision from (LGD3, 43%)

$383 million (approximately $199 million outstanding) first lien
secured term loan due 2014 at B1 (LGD3, 39%) -- point estimate
revision from (LGD3, 43%)

Outlook actions:

Outlook changed to stable from negative

RATING RATIONALE

The revision of ratings outlook to stable reflects Moody's
expectations that Network Solutions will generate stable cash flow
from operations driven by improving operating performance and that
the company will maintain good liquidity.

Moody's believes that Web.com's announced plans to acquire Network
Solutions do not affect Network Solutions' ratings. Under the
terms of the agreement, Network Solutions' debt will be repaid in
full at the close of the acquisition, which is expected to occur
during the fourth quarter, at which time the company's ratings
will be withdrawn. Should the transaction not close as currently
proposed, Network Solutions' stabilizing operating trends, good
free cash flow generation and increased financial flexibility
through debt repayment over the past several quarters would
strongly position the company's CFR within the B2 rating category.

The last rating action on Network Solutions was on September 3,
2009 when Moody's changed the rating outlook to negative from
stable.

The principal methodology used in rating Network Solutions was the
Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Network Solutions, headquartered in Herndon, Virginia, is a
provider of Internet domain name registration. In addition, the
company provides a portfolio of web products and services to help
customers maximize the value of that identity throughout its life
cycle.


NPS PHARMACEUTICALS: To Issue $150 Million of Securities
--------------------------------------------------------
NPS Pharmaceuticals, Inc., may from time to time offer common
stock, preferred stock, depositary shares, debt securities or
warrants together or separately which together will have an
aggregate initial offering price not to exceed $150,000,000.

A full-text copy of the Form S-3 registration statement is
available for free at http://is.gd/aRW7qZ

In a separate filing, the Company registered with the Securities
and Exchange Commission register an additional 4,650,000 shares of
the Company's common stock, $0.001 par value per share reserved
for issuance under the Company's 2005 Omnibus Incentive Plan.

A full-text copy of the Form S-8 registration statement is
available for free at http://is.gd/sTOzY5

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

The Company reported a consolidated net loss of $31.44 million on
$89.41 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $17.86 million on $84.15 million of
total revenue during the prior year.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
Dec. 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at Dec. 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least Jan. 1, 2011.

The Company's balance sheet at June 30, 2011, showed
$253.27 million in total assets, $280.58 million in total
liabilities, and a $27.31 million total stockholders' deficit.


OMNICARE INC: Moody's Affirms Ba3 CFR; Outlook Negative
-------------------------------------------------------
Moody's Investors Service assigned Baa3 ratings to Omnicare,
Inc.'s new $450 million unsecured Term Loan A and its new $300
million unsecured revolver. The ratings are subject to Moody's
review of final documentation. At the same time, all existing
ratings were affirmed, including Omnicare's Ba3 CFR and PDR as
well as its SGL-1 speculative grade liquidity rating. The rating
outlook remains negative.

Proceeds from this transaction are expected to be used to
partially take out the company's $525 million in callable 6.875%
senior subordinated notes, due 2015. Moody's expects to withdraw
the rating on the 2015 notes once they are fully repaid.

Ratings assigned:

Omnicare, Inc.

New $450 million unsecured Term Loan A at Baa3, LGD2, 14%

New $300 million unsecured revolver at Baa3, LGD2, 14%

Ratings affirmed:

Omnicare, Inc.

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

Senior subordinated notes at Ba3, LGD4, 53% from Ba3, LGD3, 44%

Convertible senior notes at B2, LGD5, 84% from B2, LGD5, 85%

SGL-1 Speculative Grade Liquidity Rating

Omnicare Capital Trust I

PIERS Trust Preferreds at B2, LGD6, 94%

Omnicare Capital Trust II

PIERS Trust Preferreds at B2, LGD6, 94%

Rating withdrawn:

$400 million secured revolver at Baa3, LGD1, 6%

RATINGS RATIONALE

The Ba3 CFR incorporates Moody's expectation that the company will
continue to see improvements in operating performance. Because of
uncertainty associated with the reimbursement environment for
long-term care pharmacy operators, the ratings assume that
Omnicare's credit metrics will trend toward those above a "Ba3"
rating level, including debt/EBITDA below 3.5 times.

The negative outlook reflects Moody's concerns that despite some
recent stabilization, fundamental operating conditions, including
declining bed counts, competitive pricing pressures and the
potential for negative effects from recent cuts in nursing home
reimbursement rates, may not result in metrics that are in line
with Moody's expectations for the Ba3 rating. For the twelve
months ended June 30, 2011, debt/EBITDA is estimated at 4.3 times.

Moody's expects the company to continue to focus on implementing
new operating initiatives, including standardized practices to
help boost customer retention rates and efficiency. In addition,
Moody's understands that Omnicare will seek to reposition its
specialty business for better growth.

Moody's views the appointment of John Figueroa as CEO favorably,
especially in light of his senior experience at one of the
nation's largest drug distributors. However, the transition to a
new CEO provides some uncertainty associated with future strategic
initiatives and financial policies.

If the company's operating performance deteriorates due to
declining bed and script trends or material changes in
reimbursement, or, if deleveraging does not occur because of
acquisition activity and debt/EBITDA is sustained above 3.75
times, the ratings could be downgraded. If, however, Omnicare is
able to continue to address operating issues and can realize
better cushions in its metrics to help offset reimbursement
uncertainties, the outlook could return to stable. If the company
is able to continue to show improvement in bed and script volume
and successfully weather potential reimbursement changes such that
credit metrics can be sustained in at least the high-"Ba" range,
including debt/EBITDA at or below 2.5 times, the ratings could be
upgraded.

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

Omnicare, Inc. (OCR), headquartered in Covington, Kentucky, is the
leading provider of institutional pharmacy services to the long
term care sector.


OMNICARE INC: S&P Affirms 'BB' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Covington, Ky.-based Omnicare
Inc.'s proposed $750 million senior unsecured credit facility,
consisting of a $300 million revolving credit facility and a $450
million term loan A. The company intends to use the proceeds from
the term loan A to redeem at least $425 million of its $525
million 6.875% senior subordinated notes due 2015.

"Finally, we affirmed our existing ratings on Omnicare, including
our 'BB' corporate credit rating on the company. The outlook is
stable," S&P related.

"Our ratings on Omnicare reflect the company's fair business risk
profile and significant financial risk profile; the business risk
profile continues to reflect the company's narrow business focus,
exposing it to industry-specific risks, such as the potential for
future reimbursement pressure," said Standard & Poor's credit
analyst Jesse Juliano. "In addition, Omnicare has experienced a
number of operating shortfalls since its debt-financed acquisition
of NeighborCare Inc. in 2005, and the 2006 implementation of
Medicare Part D. Also, Omnicare has experienced a decline in the
number of beds served over the past few years. However, we do
expect the trend in beds served could improve in 2011 through
acquisitions and an increased focus on customer service. Risks
to Omnicare are partially offset by the company's opportunity to
capitalize on its leading position as a provider of pharmacy
services to nursing homes and other long-term care providers, and
its ability to generate free cash flow despite numerous operating
hurdles over the past few years. We expect the company to generate
roughly $425 million of operating cash flow in 2011."

Omnicare achieved its leading market position through a long
series of acquisitions. The company leverages this larger size to
achieve operational economies of scale and improve its purchasing
clout with pharmaceutical manufacturers. Given its broad industry
presence, it would be difficult for any national managed care
company to serve its nursing home and long-term care members
without operating through Omnicare.


ORESTES & MELODY: Meeting to Form Committee on Thursday
-------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on Aug. 11, 2011, at 9:30 a.m. in the
bankruptcy case of Orestes & Melody Sanchez.  The meeting will be
held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Orestes and Melody Sanchez filed a joint Ch. 11 petition (Bankr.
D. N.J Case No. 11-31416) on July 18, 2011.


PACIFIC LUMBER: Buyers Wins Appeals Court Reversal $29.7MM Order
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the purchasers of Scotia Pacific Co. and affiliate
Pacific Lumber Co. persuaded three judges on the U.S. Court of
Appeals in New Orleans to reverse their own opinion from October
which told the buyers in substance that they had to pay $29.7
million more for the California timberland business.

According to the report, Marathon Structured Finance Fund LP and
Mendocino Redwood Co. bought Scotia and Palco under a Chapter 11
plan for $580 million in cash and the conversion of $160 million
of debt into equity.  In last year's opinion, Chief Judge Edith H.
Jones from the 5th Circuit in New Orleans overturned the two lower
courts and in substance told the buyers they must pay an extra
$29.7 million because the bankruptcy judge made a mistake in
calculating the amount owed to secured lenders for use of their
collateral during the Chapter 11 case.

Mr. Rochelle relates that in a four-page opinion Aug. 4 revising
the original ruling, Judge Jones said she didn't mean to imply
that the lower courts "had no choice" but to require payment of
the entire $29.7 million.  She said that "partial recovery may be
justified if necessary to avert the concerns of the equitable
mootness doctrine."  In the new ruling, Judge Jones said the
entire amount need not be paid if it would "undermine the plan" or
"jeopardize the reorganized debtor's financial health."

Mr. Rochelle notes that the Scotia-Palco case is the second this
year in which a bankruptcy opinion by Judge Jones has been under
attack.

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company and its
subsidiaries operated in several principal areas of the forest
products industry, including the growing and harvesting of redwood
and Douglas-fir timber, the milling of logs into lumber and the
manufacture of lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection (Bankr. S.D. Tex. Case Nos. 07-20027
through 07-20032) on Jan. 18, 2007. Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  Kyung S. Lee, Esq., at Diamond McCarthy
LLP, is Scotia Pacific's co-counsel, replacing Porter & Hedges
LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
estimated assets and debts of more than $100 million.  Scotia
Pacific disclosed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest filed competing plans for the Debtors -- The Bank of New
York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

On July 8, 2008, the Court confirmed the Modified First Amended
Joint Plan of Reorganization With Technical Modifications for the
Debtors, which was proposed by Marathon Structured Finance Fund
L.P., Mendocino Redwood Company, LLC, and the Official Committee
of Unsecured Creditors.

The Debtors emerged from bankruptcy protection on July 30, 2008.
The Reorganized Entities have been renamed as Humboldt Redwood
Co., under the management of Mendocino Redwood.


PACIFICUS REAL: Files Schedules of Assets and Liabilities
---------------------------------------------------------
PacificUS Real Estate Group filed with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $19,300,000
  B. Personal Property           $10,827,898
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,226,295
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $173,425
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,182,795
                                 -----------      -----------
        TOTAL                    $30,127,898      $13,582,515

                    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.


PERRY COUNTY: Fitch Withdraws 'BB' Rating on Revenue Bonds
----------------------------------------------------------
Fitch Ratings has withdrawn the 'BB' rating on the Indiana Finance
Authority (IN) (Perry County Memorial Hospital) hospital revenue
bonds series 2010 as the bond was not sold.


PETROHUNTER ENERGY: Incurs $1.4-Mil. Net Loss in June 30 Quarter
----------------------------------------------------------------
Petrohunter Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.37 million for the three months ended June 30,
2011, compared with a net loss of $2.11 million for the same
period during the prior year.

The Company also reported a net loss of $4.05 million for the nine
months ended June 30, 2011, compared with a net loss of $6.15
million for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $1.16 million
in total assets, $67.38 million in total liabilities and a $66.22
million total stockholders' deficit.

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

                        http://is.gd/UxmlFT

                      About PetroHunter Energy

Denver, Colo.-based PetroHunter Energy Corporation is an oil and
gas exploration company.  The Company currently owns oil and gas
leasehold interests either directly or through an equity
investment in Australia (Beetaloo Basin) and in Western Colorado
(Piceance Basin).

As reported in the Troubled Company Reporter on Dec. 28, 2010,
Eide Bailly LLP, in Greenwood Village, Colo., expressed
substantial doubt about PetroHunter Energy's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Sept. 30, 2010.  The independent auditors noted that
the Company has an accumulated deficit of $286.0 million and net
loss of $6.8 million for the year ending Sept. 30, 2010, and
as of that date, has a working capital deficit of $11.3 million.


PICHIS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pichis, Inc.
        P.O. Box 560115
        Guayanilla, PR 00656-0560

Bankruptcy Case No.: 11-06583

Chapter 11 Petition Date: August 3, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza
                  Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

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

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

The petition was signed by Luis A. Emmanuelli Gonzalez, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Caribe General            Construction           $1,164,256
Constructors              Contractors
2053 Ponce By Pass
Suite 201
Ponce PR00717 1308

CRIM                      Real Property Tax      $787,875
P.O. Box 70235
San Juan, PR 00936 8235

Bally Technologies        Gaming systems; Lease  $565,652
Lockbox 749335
Los Angeles CA 90074

Departamento De Hacienda  Payroll Tax            $260,564
De PR                     Witholdings
Bankruptcy Section (424B)
PO Box 9024140
San Juan PR 00902 4140

Aristrocat Technologies   Lease of Equipment     $252,208
Inc.
7230 Amigo Street
Las Vegas NV 89119

Departamento De Hacienda  Sales and Use Tax      $177,475
De PR

PR Electric Power         Electric Power         $156,641
(PREPA) Aut               Services

State Insurance Fund      Workmen's Compensation $147,325
Corp.                     Insurance

Atronic International     Lease of Equipment     $136,320

WMS Gaming Corporate      Financing Equipment    $104,263
Receipts

Internal Revenue          Payroll Tax            $93,090
Services                  Witholdings

Best Western              Hotel Franchise Fees   $84,615
International

HMS Gaming LLC            Konami Machines        $76,515

Banco Popular De          Credit Card Purchases  $47,642
Puerto Rico               Visa

Compa¤a De Turismo De     Room Tax               $36,516
PR

Lavanderias Del Sur       Laundry Services       $33,595

Reel Games Inc.           Lease of Equipment     $33,480

Departamento Del Trabajo  Payroll Tax            $31,983
Y Recursos Humanos

Manuel A. Nu¤ez, Esq.     Legal Services         $29,843

Capitol Security Police   Security Services      $27,866
Inc.


PLATINUM PROPERTIES: Wants Until Dec. 21 to File Chapter 11 Plan
----------------------------------------------------------------
Platinum Properties, LLC, and PPV, LLC, ask the U.S. Bankruptcy
Court for the Southern District of Indiana to extend their
exclusive periods to file and solicit acceptances for the proposed
plan of reorganization until Dec. 21, 2011, and Feb. 21, 2012,
respectively.

Absent the extensions, the Debtors' initial exclusive filing
period and exclusive solicitation period will expire on Aug. 23,
and Oct. 24, respectively.

The Debtors require more time to formulate a viable reorganization
plan.  The Debtors are working to arrive at a consensual plan or,
barring that, a plan that satisfies all confirmation requirements
of section 1129 of the Bankruptcy Code.

            About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels serve as the Debtors' bankruptcy
counsel.  Platinum Properties disclosed $14,624,722 in assets and
$181,990,960 in liabilities as of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PMI MORTGAGE: S&P Lowers Counterparty Credit Rating to 'CCC-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on PMI Mortgage Insurance Co. (PMI)
to 'CCC-' from 'B-'. "At the same time, based on standard
notching, we lowered our counterparty credit and senior debt
ratings on PMI's holding company, The PMI Group Inc. (TPG), one
notch to 'CC' from 'CCC-'. The outlook is negative," S&P related.

"In our July 5, 2011, press release, we noted that PMI had become
subject to further adverse reserve development relating to its
expectations of future claim denial reversals.  Further, we
indicated that PMI would be subject to a one or more notch
downgrade following any significant adverse deviations in
operating results. PMI recorded a net operating loss of $338.4
million for the second quarter of 2011. The excess losses were a
result of a $242.6 million increase in reserves caused primarily
by a decrease in expected future claim denials net of reversals.
Moreover, we believe PMI remains highly vulnerable to further
adverse reserve development over the next 12 months," S&P said.

"Given PMI's estimated statutory capitalization of $257.8 million
at the end of second-quarter 2011, we believe statutory insolvency
is possible by the end of 2011 or in early 2012," said Standard &
Poor's credit analyst Miles Kaschalk. "Further, we believe PMI
could be placed into regulatory supervision or court-ordered
receivership by the Arizona Department of Insurance at or
before the occurrence of statutory insolvency. Under the indenture
governing an aggregate of $685 million of debt securities, this
receivership would constitute an event of default."

"The rating outlook on PMI is negative based on our expectation
that PMI's 2011 and 2012 operating results will further erode its
statutory capital position. We will lower the rating further as
the potential of regulatory takeover and/or statutory insolvency
becomes more likely," S&P said.


POST STREET: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
Post Street, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property              $280,815
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $55,028,579
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,064,273
                                 -----------      -----------
        TOTAL                       $280,815      $56,092,852
                                   + Unknown

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

In its original schedules, the Debtor disclosed assets of $3,316
plus unknown amount and liabilities of $55,906,564.

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Eric D. Goldberg,
Esq., at Stutman, Treister and Glatt, serves as the Debtor's
bankruptcy counsel. The Debtor disclosed assets of $3,316 plus
unknown amount and liabilities of $55,906,564 as of the Chapter 11
filing.  The petition was signed by Stanley W. Gribble, authorized
agent.


PRECISION OPTICS: Sells IP to Intuitive for $2.5 Million
--------------------------------------------------------
Precision Optics Corporation, Inc., on July 28, 2011, entered into
an asset purchase agreement with Intuitive Surgical Operations,
Inc., in which the Company received $2.5 million in connection
with the sale of certain intellectual property.  Pursuant to the
Agreement, the Company assigned all of its currently issued and
pending patents to Intuitive Surgical.

As part of the Agreement, Intuitive Surgical agreed to grant the
Company a royalty-free, paid-up, worldwide, transferrable, subject
to certain limitations, non-exclusive license to directly and
indirectly make, use, develop, modify, improve, substitute,
iterate, combine, distribute, offer for sale, and sell, import and
export products outside the field of medical robotics throughout
countries worldwide.  Intuitive Surgical also agreed to certain
restrictions on the granting of additional licenses outside the
field of medical robotics.

Intuitive Surgical also agreed to grant the Company a royalty-
free, paid-up, worldwide, transferrable, subject to certain
limitations, non-exclusive license to directly and indirectly
make, use, develop, modify, improve, substitute, iterate, combine,
distribute, offer for sale, and sell, import and export products
and services for in vitro procedures utilizing genomic or
proteomic lab-on-a-chip or other similar benchtop diagnoses, both
inside and outside the field of medical robotics throughout
countries worldwide.

On July 27, 2011, the Company entered into an amendment with
certain accredited investors to amend the Pledge and Security
Agreement, dated June 25, 2008, to allow the Company to enter into
the Agreement with Intuitive Surgical.

On June 25, 2008, the Company entered into a Purchase Agreement,
as amended on December 11, 2008, with certain accredited investors
pursuant to which the Company sold an aggregate of $600,000 of 10%
Senior Secured Convertible Notes.  The Investors amended the Notes
on several dates to extend the "Stated Maturity Date" of the
Notes.  On July 27, 2011, the Investors further amended the Notes
to extend the "Stated Maturity Date" to Aug. 31, 2011.  The
Investors also amended the Notes to allow the Company to enter
into the Agreement with Intuitive Surgical.

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company's balance sheet as of March 31, 2011, showed
$1.33 million in total assets, $2.27 million in total liabilities,
and a stockholders' deficit of $940,471.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.


QUINCY MEDICAL: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Quincy Medical Center, Inc., filed with the U.S. Bankruptcy Court
District of Massachusetts its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $23,854,337
  B. Personal Property           $47,360,193
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $63,890,030
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $4,242,652
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $13,186,732
                                 -----------      -----------
        TOTAL                    $71,214,530      $81,319,414

                   About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.

Quincy Medical Center, Inc. together with two affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on
July 1, 2011.

John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves
as counsel to the Debtors.  Navigant Capital Advisor LLC and
Navigant Consulting Inc. serve as financial advisors.  Epiq
Bankruptcy Solutions LLC is the claims, noticing, and balloting
agent.  Mark O'Neill appointed as new chief executive officer.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.


QUINCY MEDICAL: Needs to Have Winning Bidder by Aug. 17
-------------------------------------------------------
On Aug. 1, 2011, the U.S. Bankruptcy Court for the District of
Massachusetts amended its interim order [Docket No. 60] extending
Quincy Medical Center, Inc., and its affiliated debtors' right to
use cash collateral of the Prepetition Secured Parties through
Aug. 12, 2011, which is also the date of the final hearing on the
Debtors' cash collateral motion.

Absent the amendment, the Debtor's right to use cash collateral
will terminate on Aug. 1, 2011.

The Court also extends to Aug. 3, 2011, the date by which the
Company must file a plan of liquidation, and to Aug. 17, 2011, the
date by which the Company must obtain entry of a order identifying
the "Winning Bidder" under the sale procedures approved by the
Court, which extended deadline coincides with the date of the
Aug. 17, 2011 hearing scheduled by the Court for than purpose.

                   About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.

Quincy Medical Center, Inc. together with two affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on
July 1, 2011.

John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves
as counsel to the Debtors.  Navigant Capital Advisor LLC and
Navigant Consulting Inc. serve as financial advisors.  Epiq
Bankruptcy Solutions LLC is the claims, noticing, and balloting
agent.  Mark O'Neill appointed as new chief executive officer.

In its schedules, the Debtor listed $71,214,530 in assets and
$81,319,414 in liabilities as of the petition date.


RANCHO CUCAMONGA: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Rancho Cucamonga Harry's Pacific Grill. LLC
                aka Harry's Pacific Grill, LLC
                339 N. Hwy #101
                Solana Beach, CA 92075

Case Number: 11-12992

Involuntary Chapter 11 Petition Date: August 2, 2011

Court: Southern District of California (San Diego)

Judge: Margaret M. Mann

Creditors who signed the Chapter 11 petition:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
CanAm Partners LLC       Consulting Agreement   $100,000
G.A. Harrington, mgr.
300-400 Richard St.
Vancouver, BC V6B2Z4

United Coastal           Loans                  $50,000
Group, LLC
Caysee Haywood, MGR
1616 17th St. #268
Denver, CO 80202

Entrust Metal Advisors,  Loans                  $10,000
Inc.
S.A. Strickland, mgr
4737 N. Ocean Dr.
Ft. Lauderdale, FL 33308


REICHMANN PETROLEUM: ConocoPhillips Sued Over Unpaid Revenues
-------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that ConocoPhillips
Co. was hit with a breach of contract lawsuit Friday in Texas
court accusing the oil giant of failing to pay revenues owed on
several gas leases acquired by MSB Energy Inc. from Reichmann
Petroleum Corp.

MSB bought the leases from Reichmann after the company's Chapter
11 reorganization plan was confirmed by a Texas bankruptcy court
in May 2008, according to a complaint filed by Baytex Credit Corp.

Reichmann Petroleum Corp., based in Grapevine, Tex., sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 06-60843) on
Dec. 8, 2006, represented by Patrick J. Neligan, Jr., Esq., at
Neligan, Andrews & Foley, LLP, in Dallas, Tex., and estimating its
assets and debts at less than $100 million.  Reichmann Petroleum
filed a Chapter 11 Plan of Reorganization on June 27, 2007, and
the Bankruptcy Court confirmed the Company's Second Amended Plan
of Reorganization on May 2, 2008.


REVIVAL OUTREACH: Court Wants Changes to Plan Outline
-----------------------------------------------------
Bankruptcy Judge Thomas J. Tucker found another set of flaws in
the Amended Combined Plan and Disclosure Statement filed by
Revival Outreach Center International Church on July 26, 2011, and
directed the Debtor to subject a revised disclosure statement by
Aug. 2.  A copy of Judge Tucker's July 31, 2011 Order is available
at http://is.gd/bHKigcfrom Leagle.com.

As reported by the Troubled Company Reporter on July 27, 2011,
Judge Tucker said he cannot yet grant preliminary approval of the
disclosure statement explaining the Combined Plan and Disclosure
Statement filed by the Debtor on July 8, 2011, citing a laundry-
list of problems that the Debtor must correct.  The amendments
were due to be filed July 21, 2011.  A copy of Judge Tucker's
prior Order is available at http://is.gd/cqsmtPfrom Leagle.com.

        About Revival Outreach Center International Church

Revival Outreach Center International Church, based in Royal Oak,
Michigan, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No.
11-46419) on March 10, 2011.  Judge Thomas J. Tucker oversees the
case. Erica J. Ehrlichman, Esq. -- erica@findlinglaw.com -- at The
Findling Law Firm PLC serves as bankruptcy counsel.  In its
petition, the Debtor estimated assets and debts between $1 million
and $10 million.  The petition was signed by David Findling,
special restructuring officer.


RHODE ISLAND: Moody's Reviews Ba1 Rating for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the Ba1 rating assigned to Rhode Island Health and
Educational Building Corporation's (RIHEBC) Public Schools Revenue
Financing Program Revenue Bonds, Series 2007B (Pooled Issue),
affecting $17.19 million in outstanding debt.

SUMMARY RATING RATIONALE

The rating action recognizes the recent action on Central Falls
Caa1 general obligation rating, which was recently placed on
review for possible downgrade. RIHEBC's 2007B bond issue is an
unenhanced pool and rated using a 'weak link plus' approach, with
Central Falls being the lowest-rated among the pool's
participants. The Ba1 pooled financing rating incorporates Central
Falls' Caa1 GO rating as well as the city's limited (6.6%) portion
of the pool. The significant amount of debt service (34.22%)
directly paid to RIHEBC by the state and the availability of the
State of Rhode Island's (GO rated Aa2/negative outlook) intercept
of state aid for the remainder of the participants' debt service
provide strong additional security and lifts the pool rating above
the weakest link rating of Caa1. Despite this, Central Falls'
liquidity is strained and the city faces severe budgetary
structural imbalance. Furthermore, the timing and outcome of
bankruptcy proceedings are uncertain, increasing the risk of
nonpayment to RIHEBC by Central Falls. The rating has been placed
on review pending the outcome of the review of Central Falls'
general obligation rating. For more information on the City of
Central Falls' rating please refer to Moody's recent credit
reports dated June 17, 2011 and August 2, 2011.

Additional factors incorporated in the Ba1 rating are the strong
mechanics, included in the RIHEBC pool agreement, historical state
support for school construction projects, and RIHEBC's ability to
intercept certain state aid related to construction of school
facilities. Proceeds from the 2007B bonds were originally loaned
to four local units of government to fund various school capital
improvement projects.

STRENGTHS

- Above average credit quality of majority of pool participants

- Direct payment by the state of majority of participants' debt
  service

- Availability of state intercept program for remainder of
  participants' debt service

- Strong program mechanics including participant loan payment due
  date 45 days prior to debt service payment

CHALLENGES

- Severely weak credit quality and bankruptcy of Central Falls

- Lack of shared debt service reserve or step-up provisions

DETAILED CREDIT DISCUSSION

PROGRAM STRUCTURE AND LEGAL SECURITY

The Series 2007 B Bonds are special obligations of the Rhode
Island Health and Educational Building Corporation (RIHEBC),
secured solely by the loan payments from the pool's borrowers
under their respective financing agreements. Loan repayments,
which are due under each financing agreement are scheduled to be
sufficient to pay the borrower's proportionate share of the
principal, sinking fund installments and redemption price of and
interest on the Series 2007 B Bonds, from the proceeds from which
each borrower will receive a loan. With this series of bonds, each
borrower will privately place its general obligation unlimited tax
bond with RIHEBC. There is no cross collateralization or cross
default, therefore no borrower is responsible for the loan
repayments of any other borrower and default of one borrower will
not constitute default of any other borrowers. While RIHEBC does
not have a debt service reserve for the 2007 B bonds, each
borrower is required, under the series indenture, to establish a
debt service fund sufficient to cover semi-annual debt service
payments. The percentage participation of each borrower is as
follows: Town of Tiverton - 54.22%, Town of North Kingstown -
35.47%, City of Central Falls - 6.59% and the Town of Barrington -
3.72%. The general funds of RIHEBC are not pledged to any bonds,
nor is the State of Rhode Island obligated in any form.

STATE INTERCEPT AVAILABLE FOR RHODE ISLAND HEALTH AND EDUCATIONAL
BUILDING CORPORATION OBLIGATIONS

Moody's takes into account that certain state aid related to the
construction of school facilities can be intercepted by the
trustee for debt service payments. State housing aid attributable
to the school projects financed with this issue will be paid
directly to the trustee without further notification (direct
payment approach) and when received by the trustee, will be
forwarded to the respective borrower if the borrower has made its
full loan payment.

RIHEBC also has the ability to intercept a borrower's state
housing aid payments on previously issued and outstanding bonds
(interceptable aid), should a borrower default on a payment
obligation to the corporation. Loan repayments (full debt service
payment) on the Series 2007 B Bonds are to be paid by each
borrower on April 1 and October 1, which is 45 days prior to the
date on which principal and interest is due on the Series 2007 B
Bonds. In the event of a payment default, RIHEBC will, within five
business days after payments are due from the borrower, send a
written delinquency notice to the Office of the General Treasurer,
stating the name of the borrower in default and the amount of such
delinquency. Once the General Treasurer has received written
notice of delinquency, he shall deduct the amount listed in the
notice, from the borrower's state housing aid, and pay such
available amounts directly to the trustee via wire. The General
Treasurer will make such payments, to the extent available from
appropriated State Housing Aid, no later than five business days
prior to the principal and interest payment dates for the Series
2007 B Bonds (May 15th and November 15th). While total
interceptable aid well exceeds loan repayments net of state
housing aid (net loan obligations) to be paid directly to the
trustee due in some years for some of the pool participants, there
are some years during which interceptable aid is less than the net
loan obligation due from a particular pool participant.

WHAT COULD MOVE THE RATING UP:

- Upgrade of Central Falls' general obligation rating

- Enhanced security provided by debt service reserve fund or step-
  up provision

WHAT COULD MOVE THE RATING DOWN:

- Downgrade of Central Falls' GO rating

- Discontinuation of state intercept

KEY STATISTICS FOR POOL:

Town of Tiverton - unrated, 54.2% of pool

Town of North Kingstown - GO rated Aa2, 35.5% of pool

City of Central Falls - GO rated Caa1/rating under review for
possible downgrade, 6.6% of pool

Town of Barrington - GO rated Aa1, 0.37% of pool

Public Schools Series 2007B Debt Outstanding: $17.19 million

The principal methodology used in this rating was Moody's Approach
to Rating U.S. Municipal and Not-For-Profit Pool Financings
published in May, 2010.


RIVER EAST: Judge Eugene R. Wedoff Resumes Case Assignment
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
informed River East Plaza, LLC, that effective Aug. 2, 2011,
Judge Eugene R. Wedoff, at his request, will resume sitting on
cases assigned to him.

Pursuant to the Court rules, Judge Jack B. Schmetterer will no
longer have responsibility for the LNV motion to modify stay.  The
counsels are advised to appear before Judge Wedoff to receive
directions as to the motion.

As reported in the Troubled Company Reporter on July 13, 2011,
Chief Judge Carol A. Doyle transferred the Chapter 11 case of the
Debtor to Judge Eugene R. Wedoff.  The case was previously
assigned to Judge Bruce W. Black.

                    About River East Plaza, LLC

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-05141) on
Feb. 10, 2011.  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $19,410,255 in assets and $45,268,651 in liabilities as
of the Chapter 11 filing.


ROTHSTEIN ROSENFELDT: Investors Suit v. TD Bank Sent to Fla. Court
------------------------------------------------------------------
Magistrate Judge Mark Falk granted TD Bank N.A.'s request to
transfer to the United States District Court for the Southern
District of Florida pursuant to 28 U.S.C. Sec. 1404(a), the venue
of the lawsuit commenced by victims of Scott W. Rothstein's fraud.

Platinum Partners Value Arbitrage Fund, L.P., Centurion Structured
Growth, LLC, and Level 3 Capital Fund, L.P., v. TD Bank, N.A.,
Civil Action No. 10-6457 (D. N.J.), was commenced Dec. 13, 2010,
to recover more than $100 million lost in the highly publicized,
large-scale Ponzi scheme perpetrated by imprisoned former Florida
lawyer Scott W. Rothstein through the now bankrupt Florida law
firm of Rothstein, Rosenfeldt, Adler, PA.  The Rothstein scheme
involved offering potential investors and lenders the opportunity
to purchase stakes in structured settlements allegedly secured by
Mr. Rothstein and RRA.  Mr. Rothstein would inform the investors
and lenders that the settlement details were confidential, but
that the settlement funds were being held in escrow accounts at a
TD Bank in South Florida. To put investors and lenders at ease,
Mr. Rothstein allowed would-be investors to review TD Bank escrow
account statements to confirm the amount of settlement funds
available.  In 2009, Mr. Rothstein's scheme imploded.  It was
revealed that the structured settlements Mr. Rothstein had
purportedly secured were essentially fictional.  In November 2009,
Mr. Rothstein pleaded guilty to criminal racketeering, fraud, and
money laundering, and he is presently serving a 50 year sentence
in federal prison in Florida.

The Complaint alleges that they loaned hundreds of millions of
dollars to Florida investment firm Banyon 1030-32 for the purposes
of investing in the proceeds of settlements allegedly secured by
Mr. Rothstein and RRA.  The Plaintiffs claim they only loaned the
money to Banyon to invest in the Rothstein scheme after conducting
due diligence, including traveling to TD Bank in Florida to review
escrow account statements.  The Plaintiffs allege that, during
these visits, they were provided with bank statements and cover
letters generated by at least three different TD Bank employees
confirming amounts contained in RRA's trust accounts.  The
Plaintiffs claim that these statements were false, and that TD
Bank, through its representatives, negligently or fraudulently
misrepresented the security of the escrow accounts and their
balances, thereby facilitating the scheme and defrauding the
Plaintiffs into investing in the phantom settlements.

A copy of Judge Falk's Aug. 2, 2011 Opinion is available at
http://is.gd/LGLo6Ufrom Leagle.com.

As reported by the Troubled Company Reporter on July 28, 2011,
Herbert Stettin, the Chapter 11 trustee liquidating RRA filed a
lawsuit against Toronto-Dominion Bank for allegedly not only
ignoring numerous red flags raised by Mr. Rothstein's banking
practices but for also allowing Mr. Rothstein's $1.2 billion-plus
fraud to grow as big and last as long as it did.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SEAHAWK DRILLING: Anthion Master Fund Owns 5.07% of Common Shares
-----------------------------------------------------------------
Anthion Master Fund, L.P., et al., disclose that as of July 27,
2011, they may be deemed to beneficially owns 606,825 of Seahawk
Drilling, Inc.'s Common Stock, par value $0.01 per share,
representing 5.07% of the issuer's common stock outstanding.

The other reporting persons are Anthion Management LLC, the
investment advisor to Anthion Master Fund, L.P., and David Moradi,
the Managing Member of Anthion Management, LLC.

A copy of the Schedule 13G is available at http://is.gd/gYI4ml

                        About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for
Region 7, appointed three creditors to serve on an Official
Committee of Unsecured Creditors of Seahawk Drilling Inc. and its
debtor-affiliates.  Heller, Draper, Hayden, Patrick & Horn,
L.L.C., represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SIGNATURE STYLES: Has Approval for Reinstatement on Google
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Spiegel catalog was given permission
by the bankruptcy court this week to pay the $890,000 it owed to
Google Inc.  As a result, the company's advertisements will
reappear adjacent to search results when a Google user makes a
search using specified words.

According to the report, Google stopped running Spiegel
advertisements when the catalog filed for Chapter 11 leaving
$890,000 unpaid.  The authority to pay the pre-bankruptcy
unsecured debt was on the condition that Google give the catalogue
terms not less favorable than those before Chapter 11.  Spiegel
also has the right to contest the amount properly owing.

The report relates that to justify paying unsecured debt, the
catalog said the lack of Google advertisements caused a "dramatic
negative impact" on the business.  The Internet this year is
generating 75% of the catalog's business, the court filing said.

                      About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers.  Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
bankruptcy court authorized a Sept. 1 auction to learn whether the
best offer for the business is from a fund associated with
Patriarch Partners LLC. The purchase contract with Patriarch was
negotiated before the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 3,
appointed an official committee of unsecured creditors in the
case.  The panel is represented by

         Frederick B. Rosner, Esq.
         Julia B. Klein, Esq.
         THE ROSNER LAW GROUP LLC
         824 N. Market Street, Suite 810
         Wilmington, DE 19801
         Tel: (302) 777-1111
         Fax: (302) 220-1007
         E-mail: rosner@teamrosner.com

              - and -

         Jay R. Indyke, Esq.
         Jeffrey L. Cohen, Esq.
         Brent Weisenberg, Esq.
         Richelle Kalnit, Esq.
         COOLEY LLP
         1114 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 479-6000
         Fax: (212) 479-6275
         E-mail: jindyke@cooley.com
                 jcohen@cooley.com
                 bweisenberg@cooley.com
                 rkalnit@cooley.com


SL GREEN: Fitch Rates $250-Mil. Sr. Unsecured Notes at 'BB+'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the $250 million
senior unsecured notes issued by SL Green Operating Partnership,
L.P., the operating partnership of SL Green Realty Corp. (NYSE:
SLG), and Reckson Operating Partnership, L.P., as co-obligors. The
$250.0 million aggregate principal amount of 5.00% senior notes,
which were priced to yield 5.03%, are due Aug. 15, 2018.

SL Green expects net proceeds from the sale of the notes to be
approximately $246.5 million and expects to use the net proceeds
to repay a portion of the amount outstanding under its unsecured
credit facility and for general corporate purposes. SL Green
Operating Partnership L.P.'s Issuer Default Rating (IDR) is 'BB+'.
The Rating Outlook is Stable.

SL Green Realty Corp. is an office REIT located in New York City.
As of June 30, 2011, SL Green owned interests in 57 Manhattan
properties totaling more than 33.6 million square feet. This
includes ownership interests in 25.8 million square feet of
commercial properties and debt and preferred equity investments
secured by 7.6 million square feet.


SPANSION INC: Valuation Appeal Dismissed as Moot
------------------------------------------------
District Judge Robert B. Kugler dismissed as equitably moot an
appeal by an ad hoc group of certain holders of subordinated
debentures issued by Spansion LLC from an April 2010 decision by
the Bankruptcy Court determining the Debtor's enterprise value to
be between $872 million and $944 million.

Spansion sought to dismiss the appeal under the doctrine of
equitable mootness because the parties substantially consummated
the confirmed Plan.  The debenture holders argued that equitable
mootness is inappropriate because the appeal does not ask the
Court to overturn the Confirmed Plan.  Instead, the appeal affects
the Bankruptcy Court's valuation determination and does not
require the Court to unravel the entire reorganization plan.

According to Judge Kugler, the Bankruptcy Court's determination of
Spansion's enterprise value was an integral part of the overall
reorganization plan.  The Bankruptcy Court's valuation directly
affects the general distribution scheme because Spansion issued
millions of dollars worth of new common stock and unsecured notes
pursuant to that valuation.  Changing the Bankruptcy Court's
valuation jeopardizes the entire bankruptcy reorganization plan.

A copy of Judge Kugler's Aug. 4, 2011 Opinion is available at
http://is.gd/tLFQZ9from Leagle.com.

                          About Spansion

Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 bankruptcy on March 1, 2009 (Bankr. D.
Del. Lead Case No. 09-10690).  On Feb. 9, 2009, Spansion's
Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into
a proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, served as bankruptcy counsel.  Michael R.
Lastowski, Esq., at Duane Morris LLP, served as the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee appointed an official committee of
unsecured creditors in the case.  As of Sept. 30, 2008, Spansion
disclosed total assets of US$3,840,000,000, and total debts of
US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  Spansion
Japan had US$10 million to US$50 million in assets and US$50
million to US$100 million in debts.

Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009.  Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.

Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt.  Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.


STANLEY NEWQUIST III: Transfers Property to Creditor
----------------------------------------------------
Bankruptcy Judge James F. Schneider signed off on a stipulation
and consent order terminating the automatic stay in the bankruptcy
case of Stanley Arthur Newquist, III, to allow the Debtor and his
spouse Aimee T. Newquist to transfer a property at 56 Madison
Place, Annapolis, Maryland, by deed in lieu of foreclosure to
Maureen T. Lamb no later than Aug. 31, 2011, and pay all cost
associated with the transfer.

Ms. Lamb is a secured creditor of the Debtor to whom the Debtor
and Mrs. Newquist jointly and severally owe the principal amount
of $511,143.25 as of the Petition Date, plus 10 months of unpaid
accrued interest of $25,550.  On Jan. 12, 2005, Ms. Lamb sold her
right, title and interest in the Property to the Debtor and Mrs.
Newquist as tenants by the entirety for the sum of $500,000.

Attorneys for Maureen T. Lamb are:

          Lawrence J. Yumkas, Esq.
          Lisa Yonka Stevens, Esq.
          LOGAN, YUMKAS, VIDMAR & SWEENEY, LLC
          2530 Riva Road, Suite 400
          Annapolis, MD 21401
          Tel: (443) 569-0758
          E-mail: lyumkas@loganyumkas.com
                  lstevens@loganyumkas.com

A copy of the Aug. 4, 2011 Stipulation and Consent Order is
available at http://is.gd/ZhKQUzfrom Leagle.com.

Annapolis, Maryland-based Stanley Arthur Newquist, III, dba Little
Pink Houses, filed for Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 10-32799) on Oct. 4, 2010, represented by John C. Gordon, Esq.
-- johngordononline@yahoo.com -- as bankruptcy counsel. Mr.
Newquist estimated assets of $500,001 to $1 million, and debts of
$1 million to $10 million in debts.


STEVE MCKENZIE: Grant Konvalinka Denied Leave to Sue Trustee
------------------------------------------------------------
Bankruptcy Judge Shelley D. Rucker denied a motion by Grant,
Konvalinka & Harrison, P.C., seeking leave of the Bankruptcy Court
to file a state court action in Bradley County against C. Kenneth
Still, the trustee in the Chapter 7 case of Steve A. McKenzie, and
the Trustee's attorneys, Richard L. Banks, and Richard L. Banks &
Associates, P.C.  GKH seeks to bring claims for malicious
prosecution and abuse of process.  A copy of the Court's Aug. 5,
2011 Memorandum is available at http://is.gd/gVITuKfrom
Leagle.com.

                      About Steve A. McKenzie

The Steve A. McKenzie case was originally filed as an involuntary
Chapter 7 bankruptcy (Bankr. E.D. Tenn. Case No. 08-16378) on
Nov. 20, 2008.  Mr. McKenzie filed a voluntary Chapter 11
bankruptcy (Bankr. E.D. Tenn. Case No. 08-16987) on Dec. 20, 2008.
Upon request of counsel for the Debtor, the two cases were
consolidated.  The case has since proceeded with the earlier
filing date of Nov. 20, 2008, as the effective date of the
petition.  On Jan. 15, 2009, the Court entered an agreed order
converting the involuntary Chapter 7 case no. 08-16378 to a
Chapter 11 proceeding and substantively consolidating the
proceeding with case no. 08-16987.  Mr. McKenzie estimated
$100 million to $500 million in both assets and debts in his
Chapter 11 petition.

An Official Committee of Unsecured Creditors was appointed by the
United States trustee.  The Committee retained Evans LeRoy &
Hackett PLLC as counsel.  On Feb. 20, 2009, C. Kenneth Still was
appointed as Chapter 11 trustee.  He also tapped F. Scott LeRoy,
Esq., as counsel.  Mr. LeRoy ultimately withdrew from Evans LeRoy.

The case was later converted back to Chapter 7 and Douglas R.
Johnson was named the Chapter 7 trustee.  He was terminated on
June 14, 2010, and Mr. Still was added to the case as Chapter 7
trustee.


STILLWATER MINING: Reports $42.7 Million Net Income in Q2
---------------------------------------------------------
Stillwater Mining Company filed with the U.S. Securities and
Exchange Commission its quarterly report on form 10-Q reporting
net income of $42.69 million on $222.60 million of total revenues
for the three months ended June 30, 2011, compared with net income
of $14.59 million on $134.86 million of total revenues for the
same period during the prior year.

The Company also reported net income of $78.89 million on $392.66
million of total revenues for the six months ended June 30, 2011,
compared with net income of $27.95 million on $268.33 million of
total revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.03 billion
in total assets, $363.65 million in total liabilities, and
$675.28 million in total stockholders' equity.

Francis R. McAllister, Stillwater Chairman and CEO, commented, "It
is my great pleasure to report a second consecutive record
earnings quarter for Stillwater Mining Company.  All of our
operations are performing well right now, reflecting strong PGM
prices, improved productivity, improved cost management and a
focus on building for the future.  The increase in tons mined
during this year's second quarter, combined with higher realized
ore grades, resulted in a 26.7% increase in ounces of mined
palladium and platinum produced compared to the same period last
year.  We continue to benefit from robust PGM, and specifically
palladium, market dynamics and believe a favorable outlook
continues.  While average PGM prices declined slightly during the
second quarter from earlier in the year, they have continued to
increase significantly on a quarter over quarter comparison."

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

                        http://is.gd/CMF66F

                      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."

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.

                           *     *     *

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


SUMMIT VIEW: Law Firm's Claim Limited to $200T Settlement
---------------------------------------------------------
District Judge Susan C. Bucklew affirmed a Bankruptcy Court order
dated Feb. 15, 2011, granting granted a Motion to Enforce
Settlement Agreement in favor of Summit View LLC, Ashley Glen LLC,
and Riverwood LLC, and over the objection of Thaddeus Freeman,
PLLC, counsel for creditor WDG Construction, Inc.  Freeman
appealed the ruling.  Judge Bucklew said the lower court's
decision to enforce the settlement agreement, thereby declining to
impose a charging lien on the plan payments under the settlement
agreement, was proper and must be upheld.

The appellate case is Thaddeus Freeman, PLLC, v. Summit View, LLC,
Ashley Glen, LLC, and Riverwood, LLC, Case No. 8:11-cv-724-T-24
(M.D. Fla.).  A copy of Judge Bucklew's Aug. 1, 2011 Order is
available at http://is.gd/7ZS8PIfrom Leagle.com.

While the bankruptcy proceedings were ongoing, multiple adversary
proceedings were initiated against WDG.  WDG filed counterclaims
in those actions.  The adversary proceedings remained pending as
of the date of the confirmation of Summit View's plan, and
ultimately were resolved through a post-confirmation settlement
agreement.  The confirmed plan included a secured claim in favor
of WDG against Summit View for $1,002,093.77, which was to be paid
in 60 equal monthly payments of $6,154.  Pursuant to the terms of
the settlement, all of WDG's rights to receive payments under the
Summit View plan were assigned to CWES II, LLC.  In consideration
for the assignment of the right to receive payments under the
Summit View plan, CWES paid WDG $200,000.  CWES did not assume any
obligations or liabilities of WDG.

Freeman and WDG executed an Hourly/Contingency Fee Agreement,
wherein WDG agreed to pay Freeman an hourly rate of $350 or 33-
1/3% "of the gross amount of any recovery as paid . . . whichever
is greater."

The Bankruptcy Court approved the settlement on Sept. 13, 2010.
Freeman then filed a Motion to Disburse Court Ordered Funds to
Attorney, arguing that it was entitled to a charging lien on the
settlement funds that WDG received under the settlement agreement,
and requested that the Bankruptcy Court approve disbursal of one-
third of the settlement funds, or $66,000.  The Bankruptcy Court
granted that motion, giving Freeman the right to disburse to
itself funds equivalent to one-third of the total amount of funds
WDG received from CWES pursuant to the settlement agreement.

The law firm then claimed that it retained a valid charging lien
as to the plan payments that were originally supposed to be made
to WDG and were assigned to CWES, in addition to the agreed
charging lien on the $200,000 settlement proceeds.  In response,
Summit View requested the Bankruptcy Court to make a determination
that neither CWES nor Summit View was obligated to Freeman for
one-third of the plan payments assigned to CWES under the
settlement agreement.  The Bankruptcy Court granted Summit View's
request, saying the law firm is only entitled to claim from the
$200,000 pot.  Freeman was estopped from enforcing its lien as to
those payments.

                         About Summit View

Palm Harbor, Florida-based Summit View, LLC, Ashley Glen, LLC, and
Riverwood, LLC, were formed for the purpose of land development,
including commercial, retail, and residential development.  Ashley
Glen owned a 260-acre mixed-use project, named Ashley Glen and
planned for the northeast intersection of State Road 54 and the
Suncoast Parkway in Pasco County.  The three firms are owned by
JES Properties, Inc., which is in turn owned by Douglas J. Weiland
and his wife, Elizabeth Sirna.

Summit View filed for Chapter 11 bankruptcy (Bankr. Md. Fla. Case
No. 09-06495) on April 2, 2009.  Ashley Glen and Riverwood filed
for Chapter 11 (Bankr. M.D. Fla. Case Nos. 09-13611 and 09-13612)
on June 25, 2009.  The bankruptcy filing was precipitated by a
number of factors, including a downturn in the housing and
construction industries, breaches of contract, problems with
project financing, and ongoing litigation.  The cases were jointly
administered.  The Debtors were represented by Alberto F. Gomez,
Jr., Esq. -- algomez@morsegomez.com -- at Morse & Gomez P.A.
Summit View estimated $1 million to $10 million in both assets and
debts.  Ashley Glen estimated $10 million to $50 million in both
assets and debts.

On March 17, 2010, the Bankruptcy Court entered an order
confirming Summit View's bankruptcy-exit plan.  Terms of the plan
were reported in the July 13, 2009 edition of the Troubled Company
Reporter.  A full-text copy of the Plan is available for free at
http://ResearchArchives.com/t/s?3ee7


SYSTEMS HOLDING: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Systems Holding, Ltd.
        dba The Executive Suites@Flintrock
        2802 Flintrock Trace, Suite 200
        Austin, TX 78738

Bankruptcy Case No.: 11-11943

Chapter 11 Petition Date: August 2, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Frank B. Lyon, Esq.
                  6836 Austin Center Blvd., Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 697-0047
                  E-mail: frank@franklyon.com

Scheduled Assets: $2,081,962

Scheduled Debts: $2,747,042

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb11-11943.pdf

The petition was signed by Paul Beavers, member/manager of
Syndications, LLC, general partner.


TAWK DEVELOPMENT: Moves Plan Exclusivity Hearing to Aug. 31
----------------------------------------------------------
Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada approved the stipulation entered between Tawk
Development, LLC and Aviva Real Estate Investors (Falcon Landing),
LLC, extending the Debtor's exclusive periods to file and solicit
acceptances for the proposed plan of reorganization.

The stipulation provides for:

   1. The Debtor may file a plan of reorganization is extended
   until Aug. 5;

   2. Aviva and the Debtor reserve all of their respective
   remedies regarding any plan that may be proposed by the Debtor
   or any other party;

   3. the hearing on the Debtor's request that plan solicitation
   period be extended until Oct. 28, will be continued to Aug. 31,
   at 9:30 a.m.

The Debtor and Aviva, its principal secured creditor and the only
creditor, are seeking to reach a consensual resolution as to their
respective disputes, which resolution, to the extent one can be
reached, will be incorporated into such plan of reorganization.

Aviva is represented by Quarles & Brady LLP and Pisanelli Bice
PLLC.

                      About Tawk Development

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
10584) on Jan. 14, 2011.  Talitha B. Gray, Esq., at Gordon &
Silver, Ltd., serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $22,747,153 in assets and $21,263,119 in
liabilities as of the Chapter 11 filing.


TEGRANT CORP: S&P Raises Corporate Credit Rating to 'CCC+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dekalb, Ill.-based Tegrant Corp. to 'CCC+' from 'CCC'.
At the same time, Standard & Poor's removed all ratings on the
company from CreditWatch, where they had been placed with positive
implications on Dec. 21, 2010. The outlook is stable.

"The upgrade follows our assessment of Tegrant's improved earnings
prospects after significant restructuring actions and its
integration of Createc," said Standard & Poor's credit analyst Ket
Gondha. The acquisition of Indianapolis, Ind.-based Createc Corp.
is expected to generate significant synergies in the coming
quarters.

"The challenging macroeconomic environment has hindered recent
profitability, and concerns about sufficient liquidity and
covenant restrictions constrain the ratings," Mr. Gondha
continued. "However, we believe earnings generation will
meaningfully improve in the second half of 2011."

At the same time, Standard & Poor's assigned a 'B-' issue-level
rating to Tegrant's $25 million first-lien term loan C due 2014.
Standard & Poor's assigned the loan a '2' recovery rating,
reflecting the expectation of substantial (70% to 90%) recovery in
the event of a payment default. The company primarily used funds
from the term loan C along with borrowings on the revolving credit
facility to fund its Createc acquisition.

Standard & Poor's also raised its issue-level ratings on the
company's existing $265 million first-lien credit facilities to
'B-' from 'CCC+' and the issue-level rating on the company's $75
million second-lien term loan facility to 'CCC-' from 'CC'. The
recovery ratings on the first-lien facilities remain '2',
reflecting the expectation of substantial (70% to 90%) recovery in
the event of a payment default. The recovery rating on the second-
lien term loan facility remains '6', indicating the expectation
for negligible (0% to 10%) recovery in the event of a payment
default.

With annual sales of more than $425 million, pro forma for the
acquisition of Createc, Tegrant is a leading manufacturer and
designer of protective, temperature-assurance, and retail
packaging products for a range of primarily North American
markets. This includes molded foam components for the
automotive and building products industries, temperature-
controlled transport products for the health care and food service
industries, and thermoformed packages and packaging machines for
consumer-related markets.

The ratings on Tegrant reflect the company's high leverage,
limited liquidity, and upcoming maturities in 2013, offset by the
expectation of support from its private-equity sponsor. The
ratings also incorporate Tegrant's leading positions in its
protective packaging markets, where it is at least twice the
size of its next-largest competitor. However, its markets are in
niche segments of the packaging industry that are fragmented,
highly competitive, and sensitive to macroeconomic conditions.
Standard & Poor's characterizes the business risk profile as weak
and the financial risk profile as highly leveraged.

Since Metalmark Capital's acquisition of Tegrant in March 2007,
the company's leverage ratio has remained significantly greater
than 5x, and compliance with financial covenants has been an
ongoing concern. Covenant violations represent a strong
possibility, given weak macroeconomic conditions and upcoming
covenant step-downs. "Still, we expect that Metalmark will take
steps to support liquidity, including funding equity cures to
prevent covenant violations," Mr. Gondha said.


TEN X: Files Schedules of Assets and Liabilities
------------------------------------------------
Ten X Capital Partners III, LLC (SERIES B), filed with the U.S.
Bankruptcy Court for the Northern District of Illinois its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,000,000
  B. Personal Property              $557,411
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,935,691
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $60,695
                                 -----------      -----------
        TOTAL                    $10,557,411       $6,996,386

Ten X Capital Partners III, LLC (Series B) operates an industrial
real property located at 601 W. Polk Street, Chicago, Illinois, as
a telecom hotel and storage facility.  Ten X Capital Partners III,
LLC (Series B) filed a voluntary Chapter 11 petition (Bankr. N.D.
Ill. Case No. 11-27294) on June 30, 2011.  Judge John H. Squires
presides over the case.  The Debtor is represented by Chester H.
Foster, Jr., Esq., at Foster & Smith.  In its petition, the Debtor
estimated $10 million to $50 million in assets, and $1 million to
$10 million in debts.  The petition was signed by John W. Branch,
manager of RM Advisors, LLC.


TERRANOVA-2007: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Terranova - 2007, LP
        4545 Post Oak Place, Suite 315
        Houston, TX 77027

Bankruptcy Case No.: 11-36753

Chapter 11 Petition Date: August 2, 2011

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

Judge: Marvin Isgur

Debtor's Counsel: Richard L Fuqua, II, Esq.
                  FUQUA & ASSOCIATES, PC
                  5005 Riverway, Ste. 250
                  Houston, TX 77056
                  Tel: (713) 960-0277
                  E-mail: fuqua@fuquakeim.com

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

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

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

The petition was signed by Robert L. Farrar, Jr., president of
Palo Pinto Land Company, general partner.


TERRESTAR CORP: Files Disclosure Statement for Plan
---------------------------------------------------
BankruptcyData.com reports that TerreStar Corporation (TSC) filed
with the U.S. Bankruptcy Court a Disclosure Statement related to
the Joint Chapter 11 Plan of Terrestar Corporation, Motient
Communications, Motient Holdings, Motient License, Motient
Services, Motient Ventures Holding, Mvh Holdings, Terrestar
Holdings and Terrestar New York - which was filed on July 22,
2011.

"The TSC Debtors believe that their businesses and assets have
significant value that would not be realized in a liquidation,
either in whole or in substantial part. Consistent with the
valuation, liquidation and other analyses prepared by the TSC
Debtors with the assistance of their advisor . . ., the value of
the TSC Debtors is substantially greater as a going concern than
in a liquidation.  The TSC Debtors also believe that any
alternative to Confirmation, such as an attempt by another party
to file a competing plan, would result in significant delays,
litigation and additional costs, and could negatively affect the
value of the TSC Debtors' estates, which could ultimately lower
the recoveries for all holders of Allowed Claims and Equity
Interests," according to the Disclosure Statement obtained by
BData.

The Court scheduled a Sept. 19, 2011, hearing to consider the
Disclosure Statement.

                      About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TERRESTAR CORP: Plan Exclusivity Expires Oct. 14
------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York extended TerreStar Corporation, et
al.'s exclusive periods to file and solicit acceptances for the
proposed plan of reorganization until Aug. 15, 2011, and Oct. 14,
respectively.

                     About TerreStar Corp.

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TEX X CAPITAL: Can Access Cole Taylor Bank's Cash Until Aug. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court has granted Ten X Capital Partners III,
LLC (Series B) permission, on an interim basis, to use cash
collateral of Cole Taylor Bank through Aug. 31, 2011, solely to
the extent necessary to meet its monthly expenses and make the
$35,000 "Adequate Protection"Payment (for the month of
August 2011) to the Secured Creditor as sent forth in a Modified
Budget.

The Debtor is granted a replacement lien in all of Debtor's assets
to the extent of the Debtor's use of the cash collateral and any
diminution of the value of the Secured Creditor's interest in the
Debtor's assets.

A further hearing is set for Aug. 9, 2011, at 10:00 a.m.

As reported previously, Cole Taylor asserts claims against the
Debtor, which as of May 3, 2011, totaled $6,434,850 with interest
accruing from May 3, 2011, at the rate of $2,257.43 per day plus
fees and costs.  Cole Taylor asserts that its claims are secured
by first mortgages on the Debtor's real estate commonly known as
601 W. Polk St., Chicago, IL 60607.  Cole Taylor further asserts
that it holds a lien on all of the rental revenue and receipts
generated by the Real Estate by operation of the assignment of
rents it holds.

Ten X Capital Partners III, LLC (Series B) operates an industrial
real property located at 601 W. Polk Street, Chicago, Illinois, as
a telecom hotel and storage facility.  Ten X Capital Partners III,
LLC (Series B) filed a voluntary Chapter 11 petition (Bankr. N.D.
Ill. Case No. 11-27294) on June 30, 2011.  Judge John H. Squires
presides over the case.  The Debtor is represented by Chester H.
Foster, Jr., Esq., at Foster & Smith.  In its petition, the Debtor
estimated $10 million to $50 million in assets, and $1 million to
$10 million in debts.  The petition was signed by John W. Branch,
manager of RM Advisors, LLC.


TREY RESOURCES: Stanley Wunderlich Appointed to Board
-----------------------------------------------------
SilverSun Technologies, Inc., formerly known as Trey Resources,
Inc., entered into a director agreement with Stanley Wunderlich,
pursuant to which Wunderlich was appointed to the Company's board
of directors effective July 26, 2011.  On Aug. 3, 2011, the
Company entered into an amended and restated Director Agreement.
The term of the Amended Agreement is from Aug. 3, 2011, through
the Company's next annual stockholders' meeting.  The Amended
Agreement may, at the option of the Board, be automatically
renewed on such date that Wunderlich is re-elected to the Board.

Under the Amended Agreement, Wunderlich is to be paid a stipend of
$1,000 per quarter, payable at the end of each fiscal quarter.
Notwithstanding the foregoing, the first Stipend will be in the
amount of $3,000 and was paid on July 26, 2011, pursuant to the
Original Director Agreement.  Additionally, Mr. Wunderlich will
receive warrants to purchase those number of shares of the
Company's Class A common stock, par value $0.0001, as will equal
(A) $20,000 divided by (B) the closing price of the Common Stock
on the OTC Markets on the date of grant of the Warrant.

Mr. Wunderlich, age 63, combines over 40 years of experience in
Wall Street as a business owner and consultant.  Mr. Wunderlich is
a founding partner and has been Chairman and Chief Executive
Officer of Consulting for Strategic Growth 1, specializing in
investor and media relations and the formation of capital for
early-growth stage companies both domestic and international, from
2000 through the present.  Mr. Wunderlich has a Bachelor's degree
from Brooklyn College.

The Company believes that Mr. Wunderlich's experience in capital
raising strategy and U.S. markets will assist the Company's growth
strategy and development as public company.

There is no family relationship between Mr. Wunderlich and any of
the Company's directors or officers.

                       About Trey Resources

Livingston, N.J.-based Trey Resources, Inc. operates as a business
consultant, and value-added reseller and developer of financial
accounting software in the United States.

The Company reported a net loss of $568,505 on $7.48 million of
total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.50 million on $7.41 million of total revenue during
the prior year.

Friedman LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
Company's financial statements for the year ended Dec. 31, 2010
have been prepared assuming the Company will continue as a going
concern.  The Company has incurred substantial accumulated
deficits and operating losses, and at Dec. 31, 2010, has a working
capital deficiency of approximately $5.1 million.

The Company's balance sheet at March 31, 2011, showed $1.75
million in total assets, $6.46 million in total liabilities, all
current, and a $4.71 million total stockholders' deficit.


TRIBUNE CO: Asks OK of Settlement of 2007 Minimum Wage Class Suit
-----------------------------------------------------------------
Chapter11Cases.com reports that Tribune Company and Tribune New
York Newspaper Holdings, LLC, asked the Delaware bankruptcy court
Friday to approve a proposed settlement of a 2007 class action
suit pending in the Supreme Court of New York, County of New York
alleging minimum wage claims under the Fair Labor Standards Act
and the New York Labor Law.

According to the report, the complaint, captioned James Allen, et
al. v. Tribune New New York Newspaper Holdings, LLC, et al., Index
No. 602801/2007, alleged that a class of approximately 2,950
individuals "were entitled to minimum wage payments as 'employees'
for their services as 'hawkers' of amNew York, a free daily
morning newspaper published by" Tribune New York Newspaper
Holdings, LLC (which is a debtor in the Tribune Co.'s on-going
chapter 11 cases filed in 2008).  Tribune contends that "the
'hawkers' were at all times independent contractors and not
'employees.'"

Tribune contested the plaintiffs' motion for certification,
asserting that it was untimely (it was filed almost a year after
the claims bar date) and prejudicial.  Tribune also claimed that
the plaintiffs failed to meet the requirements of Rule 23.

The proposed class proof of claim asserted a claim in the amount
of $1.5 million.  In addition, proofs of claim were filed on
behalf of eighteen plaintiffs, each of which asserted a claim of
$10,000.

Under the proposed settlement, the Tribune debtors will contribute
$275,000 of a total gross settlement amount of $325,000 (with the
other $50,000 coming from non-debtor co-defendants) in full and
final settlement of all claims brought by the plaintiffs on behalf
of individuals "that promoted and/or distributed the amNew York
newspaper from 2004 and 2007."  The proposed settlement is a fixed
cash settlement and is not contingent upon plan confirmation, but
the payment of the settlement would be made after the effective
date of the plan.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRICO MARINE: Anticipates Plan to Be Effective Tomorrow
-------------------------------------------------------
As reported in the TCR on Thursday, the U.S. Bankruptcy Court for
the District of Delaware confirmed Trico Marine Services Inc.'s
Chapter 11 liquidation plan, clearing the defunct marine oil
services company to distribute about $37 million to creditors.

In a Form 8-K filing Friday, the Company anticipates that the
effective date of the Plan will be on or about Aug. 10, 2011,
provided certain conditions have been satisfied or waived.  The
Chapter 11 Cases of Trico Marine Cayman, LP, and Trico Holdco,
LLC, will be dismissed pursuant to Section 1112 of the Bankruptcy
Code on the Effective Date.

A complete text of the Plan is available at http://is.gd/RgIiR2

A complete text of the Confirmation Order is available at:

                       http://is.gd/xMCVhs

The Plan is a liquidating plan that provides, among other things,
for the liquidation of the Plan Debtors' remaining assets by a
Plan Administrator and for the satisfaction of all Allowed Claims.
All existing Equity Interests in the Company will remain in place
for a period of 90 days after the Effective Date, pending a
decision by the Plan Administrator to implement certain
transactions described in the Plan.

Should the Plan Administrator not elect to keep the existing
Equity Interests outstanding, such Equity Interests will be
canceled on the 90th day after the Effective Date.  In either
event, existing holders of Equity Interests will receive no
distributions under the Plan.

The Plan Administrator will reduce the remaining assets of the
Plan Debtors, and their remaining non-Debtor affiliates, to cash
and distribute the cash first in full payment of any and all
Allowed Administrative Claims, Priority Tax Claims, 8.125% Notes
Secured Claims, Other Secured Claims, Other Priority Claims, and
Superpriority Administrative Claims.  The remaining assets of the
Plan Debtors, including the proceeds of the Debtors' 9019
settlement with their former non-Debtor "Opco"affiliates, will be
distributed in accordance with the terms of the Plan.  Each of the
Plan Debtors will be dissolved after liquidation is complete.

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No.
10-12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  The financial advisors are Evercore Partners and AP
Services LLC.  Epiq Bankruptcy Solutions is the Debtors' claims
and notice agent.  Postlethwaite & Netterville serves as the
Debtors' accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and were not subject
to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.

The Trico Supply Group -- which includes Trico Supply AS, Trico
Shipping AS, DeepOcean AS, CTC Marine Projects Ltd. and other
subsidiaries -- completed an out-of-court restructuring in May
2011.  Pursuant to the out-of-court restructuring, $399,500,000 or
99.88%, of Trico Shipping's 11-7/8% Senior Secured Notes due 2014,
the Trico Supply Group's working capital facility debt and
intercompany claims and interests held by Trico Marine entities,
were equitized and the holders received common stock of DeepOcean
Group Holding AS, a new Norwegian private limited company.
DeepOcean Holding and its subsidiaries, including Trico Supply,
Trico Shipping, DeepOcean, CTC and other subsidiaries, were spun
off Trico Marine.


UNUM GROUP: Moody's Affirms '(P)Ba1' Subordinate Shelf Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed the credit ratings of Unum
Group (Unum; NYSE: UNM; senior debt at Baa3), and the A3 insurance
financial strength (IFS) ratings of the company's U.S. life
insurance subsidiaries. Moody's also changed the outlook on Unum
and all of its insurance affiliates to positive from stable.

RATINGS RATIONALE

Commenting on the change in Unum's rating outlook to positive,
Moody's Vice President and Senior Credit Officer Ann Perry said,
"Unum's positive earnings momentum, improving business
diversification, and continuing improvement in financial
flexibility is strengthening its credit profile relative to its
current ratings." Moody's noted that Unum's earnings
diversification has improved as voluntary benefits contribute a
growing share of the company's earnings. In addition, because
benefit ratios in the company's core long term disability (LTD)
business have remained relatively stable throughout the economic
slowdown, Moody's expects limited downside risk from an
acceleration of claims under its base scenario of a continued
sluggish economic recovery.

The rating agency added that the positive outlook also reflects
the expectation of further reductions in Unum's financial
leverage, currently in the low 20% range, over the next year and
continued improvement in the company's earnings coverage, driven
both by lower interest expense as debt reduces and by stronger
GAAP and statutory earnings.

Moody's said that the ratings affirmation reflects Unum's leading
market share in the group long-term and individual disability
markets and the company's established position in the voluntary
benefits market. The ratings also benefit from the company's
access to a huge claims data base, focus on claims management and
return-to-work programs, and its strong position in the group life
market.

According to the rating agency, Unum also has a good quality and
liquid investment portfolio, minimal exposure to structured
securities, including non-agency RMBS securities, as well as below
average investment concentration in commercial mortgages. During
the financial crisis, Unum's impairments as a percent of invested
assets were among the lowest in the industry. The rating agency
added that it expects future investment losses will continue to be
manageable relative to Unum's earnings capacity.

Commenting on the challenges facing Unum, Moody's said that
despite improvement in business diversification, a sizeable amount
of Unum's product risk profile and earnings are associated with
the disability
business in both the U.S. and UK. Moody's views the disability
product risk profile as one of the higher in the life insurance
industry, as this is a long-tailed business and claims development
can be influenced in unexpected ways by a variety of economic and
societal factors. With the sluggish recovery and persistent
unemployment, the rating agency said that claims could increase if
there is a double dip recession or unemployment rates increase.
However, Moody's noted that the A3 IFS rating incorporates
potential for a moderate increase in the incidence and/or duration
of disability claims.

Moody's said that the following would place upward pressure on
Unum's ratings: 1) a sustained consolidated NAIC RBC ratio of at
least 325%; 2) continued pricing discipline and no deterioration
of loss ratios (i.e., sustained U.S. group disability loss ratio
of not greater than 85%;) 3) adjusted financial leverage remains
below 25%; and 4) cash flow and earnings coverage are maintained
at levels of at least 5 times and 8 times, respectively.
Conversely, the following could result in a return of the outlook
back to stable: 1) sustained U.S. group disability loss ratio of
over 85%; 2) regulatory capitalization falls below a 325% NAIC RBC
ratio; 3) adjusted financial leverage exceeds 25%; or 4) cash-flow
and earnings coverage fall below 5 times and 8 times,
respectively.

These ratings have been affirmed with the outlook changed to
positive from stable:

Unum Group: Senior unsecured debt at Baa3; senior unsecured shelf
at
(P)Baa3; subordinate shelf at (P)Ba1; preferred shelf at (P)Ba2;

UNUM Corporation: Senior unsecured debt at Baa3;

Provident Companies, Inc.: Senior unsecured debt at Baa3;

Provident Financing Trust I: Preferred stock at Ba1 (hyb);

UnumProvident Finance Company plc: Senior unsecured debt at Baa3;

UNUM Life Insurance Company of America: Insurance financial
strength at A3;

First UNUM Life Insurance Company: Insurance financial strength at
A3;

Colonial Life & Accident Insurance Company: Insurance financial
strength at A3;

Provident Life and Accident Insurance Co.: Insurance financial
strength at A3;

Paul Revere Life Insurance Company: Insurance financial strength
at A3;

Paul Revere Variable Annuity Insurance Co.: Insurance financial
strength at A3.

Unum Group Financing Trust I/II: Preferred stock shelf at (P)Ba1.

Unum Group is headquartered in Chattanooga, Tennessee. At June 30,
2011, Unum had total assets of approximately $58 billion and total
shareholders' equity of about $9 billion.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.


VALENCE TECHNOLOGY: Incurs $3.09 Million Net Loss in June 30 Qtr.
-----------------------------------------------------------------
Valence Technology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $3.09 million on $14.08 million of revenue for the
three months ended June 30, 2011, compared with a net loss of
$4.61 million on $5.57 million of revenue for the same period
during the prior year.

The Company's balance sheet at June 30, 2011, showed $44.74
million in total assets, $90.58 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$54.45 million total stockholders' deficit.

The Company said that as a result of the Company's limited cash
resources and history of operating losses there is substantial
doubt about its ability to continue as a going concern.  The
Company presently has no further commitments for financing by the
Company's Chairman Carl Berg and or his affiliates.  Recently, the
Company has depended on sales of its common stock under the At-
Market Issuance Agreement with Wm. Smith & Co and short term loans
and stock sales with Mr. Berg.  If the Company is unable to obtain
additional financing from Mr. Berg, through the Company's
agreement with Wm. Smith & Co, or others on terms acceptable to
us, or at all, the Company may be forced to cease all operations
and liquidate its assets.

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.

"We are very pleased with our revenue results as we continue to
fulfill the emerging energy storage needs of diverse world
markets.  For example, in Q1 over 20 percent of our business was
in the medical industry.  Within this sector, our advanced energy
storage solutions are increasingly displacing traditional lead
acid technology.  Thanks to the intense focus of our sales and
marketing team we anticipate further success within this market,
as well as other emerging lithium markets," said Robert L. Kanode,
president and chief executive officer of Valence Technology.  "On
the fleet and delivery vehicle portion of our business, we are
happy to report a $7.2 million June order from Electric Vehicles
International (EVI).  This order is for 100 EVI Walk-In vans to be
placed throughout California.  We are EVI's exclusive supplier and
expect to begin shipments before year end as other truck and drive
train components are delivered."

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

                        http://is.gd/958qTW

                      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.


VALLEY BAPTIST: Fitch Puts 'BB' Rating on Watch Evolving
--------------------------------------------------------
Fitch Ratings has placed on Rating Watch Evolving the 'BB' rating
on the revenue bonds issued on behalf of Valley Baptist Health
System (VBHS):

   -- $94 million Tarrant Co Health Facilities Development
      Corporation series 2007 revenue bonds (Valley Baptist
      Medical Center- Brownsville)*

   -- $37.6 million Rio Grande Valley Health Facilities
      Development Corporation revenue bonds series 1992A&B (Valley
      Baptist Medical Center Project)**.

* The bonds are supported by an irrevocable letter of credit
issued by JP Morgan Chase Bank, N.A. which Fitch was not asked to
rate.

** The bonds are insured by MBIA, Inc. whose Insurer Financial
Strength is not rated by Fitch.

The Rating Watch Evolving indicates that the rating may be raised,
lowered or affirmed. This action reflects the Feb. 15, 2011
announcement by Valley Baptist Health System that they have
entered into a Letter of Intent with Vanguard Health Systems, Inc.
with respect to the creation of a new joint venture. According to
VBHS' management, the series 2007 and 1992A&B are expected to be
defeased upon closing of the asset purchase transaction, which is
expected late this summer. Fitch will monitor the negotiations and
update the market accordingly.

With acute facilities in Harlingen and Brownsville, TX, VBHS
operates a total of 828 acute beds. In fiscal 2010, VBHS reported
$514.7 million of total revenues and support (unaudited).


VILLAGE AT CAMP BOWIE: Denies Confirmation of Second Amended Plan
-----------------------------------------------------------------
Bankruptcy Judge Dennis Michael Lynn denied confirmation of the
Second Amended Plan of Reorganization of Village at Camp Bowie I,
L.P. in an Aug. 4, 2011 Memorandum Opinion, a copy of which is
available at http://is.gd/x9Lz1yfrom Leagle.com.  Western Real
Estate Equities, LLC, objected to Plan confirmation.  The Court
however, overruled the objection part and sustained it in part.
Confirmation of the Plan is denied without prejudice to its
reconsideration if modified to conform to the Court's memorandum
opinion.

Terms of the Amended Plan were reported in the May 20, 2011
edition of the Troubled Company Reporter.  The Amended Plan
contemplates that the Reorganized Debtor will continue in business
and creditors will be paid 100% of their claims over time.

A full-text copy of the Amended Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?75bf

A full-text copy of the Amended Chapter 11 Plan is available for
free at http://ResearchArchives.com/t/s?75c0

Western acquired interest in two notes executed by the Debtor
under its loans with SouthTrust Bank and Texas Capital Bank,
National Association.  The Debtor had borrowed up to $36,535,000
from SouthTrust and TCB on a short-term basis, partly for purchase
of its property and partly for refurbishing it.  The loan was
financed by a promissory note in the original maximum principal
amount of $26,535,000, payable to the order of SouthTrust, and a
second promissory note in the original maximum principal amount of
$10,000,000, payable to the order of TCB.  Wachovia Bank, N.A.,
became successor by merger with SouthTrust to the SouthTrust Note
and successor by assignment to the TCB Note.  Wells Fargo Bank,
N.A., became successor in interest to the Notes by merger with
Wachovia.

The Notes matured Feb. 11, 2010.  The principal amount owed by the
Debtor was $31,292,824.  The Debtor defaulted on the Notes at
their maturity, and that default was followed by a series of
forbearance agreements, which was extended a final time to July 9,
2010.  After the expiration of the forbearance period, the Bank
decided to auction off the Notes.  Western acquired the Notes at a
discount and posted the Property for August 2010 foreclosure.

Court papers indicate Western assumed its position as a secured
creditor to acquire the Property.  Western is not in the lending
business and wishes to own and operate the Property.  Western had
no interest in negotiating Plan treatment acceptable to it with
Debtor.

                  About Village at Camp Bowie I

Dallas, Texas-based Village at Camp Bowie I, L.P. owns a low-rise,
mixed-use development in southwest Fort Worth, Texas, known
eponymously as the Village at Camp Bowie.  The Property occupies
23.08 acres in an excellent location in one of the busier areas of
the city. Space in the Property is leased for office, retail,
restaurant and entertainment purposes. The Property is presently
slightly less than 80% occupied.  Village at Camp Bowie I filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
10-45097) on Aug. 2, 2010.  J. Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., in Dallas, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.


VITAMINSPICE: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: VitaminSpice
                996 Old Eagle School Road, Suite 1102
                Wayne, PA 19087

Bankruptcy Case No.: 11-16200

Involuntary Chapter 11 Petition Date: August 5, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Petitioners' Counsel: Peter Edward Sheridan, Esq.
                      ATTORNEY AT LAW
                      P.O. Box 12331
                      Philadelphia, PA 19119
                      Tel: (617) 759-0099
                      E-mail: sheridan.pete@gmail.com

Creditors who signed the Chapter 11 petition:

    Petitioners                     Nature of Claim   Claim Amount
    -----------                     ---------------   ------------
Learned J. Hand                     Judgment              $262,701
710 Market Street
Chapel Hill, NC 27516

John Robison                        Promissory Note        $58,000
707 S. 2nd Street
Philadelphia, PA 19147

IBT South Florida, LLC              Promissory Note        $38,500
757 SE 17th Street, #339
Fort Lauderdale, FL 33316

Esthetics World                     Cash on Deposit        $30,000
Karen Campo, President
1005 Country Club Drive
Cheyenne, WY 82001

Jehu Hand                           Expense                $25,151
24351 Pasto Road, #B                Reimbursement
Dana Point, CA 92629


VITRO SAB: Seeks $6.2 Million From Bondholders for Fees
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 10 subsidiaries of Vitro SAB, the Mexican glassmaker,
filed papers asking the bankruptcy judge in Dallas to assess
$6.2 million in damages against bondholders who filed unsuccessful
involuntary Chapter 11 petitions.  The dispute goes to the
bankruptcy judge for decision on Aug. 23.

Mr. Rochelle recounts that holders of some of Vitro's $1.2 billion
in defaulted bonds filed involuntary Chapter 11 petitions last
year against the 10 Vitro subsidiaries and others.  Some put
themselves into Chapter 11 this year and later sold their
businesses. In April, the bankruptcy judge in Texas denied the
involuntary petitions against 10 subsidiaries that hadn't elected
Chapter 11 voluntarily.

Mr. Rochelle relates that the 10 subsidiaries that escaped
bankruptcy filed papers on Aug. 3 based on a provision in
bankruptcy law they say automatically entitles them to recovery of
attorneys' fees expended in successfully fighting off an
involuntary petition.  The 10 Vitro subsidiaries said the
involuntary petitions caused "an onslaught of adverse publicity"
that led to a "precipitous drop in sales."  In addition, they
said, "certain vendors began to tighten trade terms."  Vitro
companies said that the involuntary petitions were part of a
"coordinated three-front war aimed at gaining undue leverage over
Vitro's restructuring efforts."

The Vitro companies said they took a "substantial voluntary
reduction of the fees they incurred."  The $6.2 million request
includes $5.8 million for lawyers' time charges, plus expenses.
The Vitro papers say almost 12,800 hours of lawyers' time was
spent in fighting with bondholders.

                      About Vitro America

Headquartered in Memphis, Tennessee, Vitro America is a leading
fabricator, distributor, and installer of glass in the
construction, automotive replacement, and furniture markets.  The
company serves more than 40,000 customers from more than 100
locations throughout the United States.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is the
largest manufacturer of glass containers and flat glass in Mexico,
with consolidated net sales in 2009 of MXN23,991 million (US$1.837
billion).

Vitro defaulted on its debt in 2009 and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

On June 29, 2011, Vitro Packaging de Mexico S.A. de C.V. commenced
a voluntary judicial reorganization proceeding under the Ley de
Concursos Mercantiles before the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, the United Mexican
States.  On June 30, 2011, Vitro Packaging filed a chapter 15
petition (Bankr. N.D. Tex. Case No. 11-34224).

Alejandro Francisco Sanchez-Mujica and Javier Arechavaleta Santos
serve as Foreign Representatives of Vitro S.A.B. de C.V. and Vitro
Packaging de Mexico S.A. de C.V.  The Foreign Representatives are
represented by David M. Bennett, Esq., Katharine E. Battaia, Esq.,
and Cassandra A. Sepanik, Esq., at Thompson & Knight LLP, and
Andrew M. Leblanc, Esq., Risa M. Rosenberg, Esq., Thomas J. Matz,
Esq., and Jeremy C. Hollembeak, Esq., at Milbank Tweed Hadley &
McCloy LLP.

Attorneys for the Ad Hoc Group of Vitro Noteholders are Jeff P.
Prostok, Esq., and Lynda L. Lankford, Esq., at Forshey & Prostok,
LLP, and Allan S. Brilliant, Esq., Benjamin E. Rosenberg, Esq.,
Craig P. Druehl, Esq., and Dennis H. Hranitzky, Esq., at Dechert
LLP.

                      Chapter 11 Proceedings

A group of noteholders, namely Knighthead Master Fund, L.P., Lord
Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed
Opportunities Fund LP, and Brookville Horizons Fund, L.P., opposed
the exchange.  Together, they held US$75 million, or approximately
6% of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.
The U.S. subsidiaries subsequently sold their businesses to an
affiliate of Sun Capital Partners Inc. for $55 million.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VITRO SAB: U.S. Units Have Until Oct. 4 to Propose Ch. 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended Vitro Asset Corp., et al.'s exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until Oct. 4,
2011, and Dec. 3, respectively.

As reported in the Troubled Company Reporter on July 6, 2011, the
Debtors ask the Court to extend their exclusive periods until
Oct. 2, 2011, and Dec. 1, respectively.

An affiliate of Sun Capital Partners Inc. bought the operations of
Vitro's U.S. subsidiaries for about $55 million.  The price rose
some $15 million at auction.  The sale was completed on June 17.

The Debtors related that though the sale's closing has enabled
them to turn their attention toward the preparation of a plan, the
value of additional potentially significant assets and the nature,
amount, and validity of each class of claims may remain
indeterminate until September 2011.

Prior to the June 17 closing of the sale of substantially all the
Debtors' assets to American Glass Enterprises LLC, the resources
of the Debtors and the Debtors' professionals were dominated by
the sale process.  Furthermore, prior to the conclusion of the
auction and the June 13 entry of the order approving the sale, the
total amount of assets available for distribution were unknown.

                      About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


WASHINGTON MUTUAL: DOJ Ends Probe With No Criminal Charges
----------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that the U.S.
Department of Justice on Friday closed its investigation of
Washington Mutual Inc. without filing any criminal charges against
former executives in connection with the bank's 2008 collapse.

Law360 relates that the DOJ said it would continue to cooperate
with the Federal Deposit Insurance Corp., which has a pending
lawsuit against three former WaMu executives accused of
bankrupting the bank for their own benefit.


                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WASHINGTON MUTUAL: Court Names Carolyn Cairns as Mediator
---------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court issued
an order approving a stipulation regarding the appointment of a
mediator and named Carolyn Cairns as mediator in the Washington
Mutual (WMI) proceedings.

Under the order, "Mediation shall commence on September 8,
2011...and WMI shall pay 100% of the fees charged by Ms. Cairns."

The mediation order relates to a motion filed by Colleen M. Martin
(claimant) seeking a $510,486 payment of an administrative expense
and allowance and approval for distribution of a $475,678 general
unsecured claim.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WASHINGTON MUTUAL: Committee Taps Partnoy as Litigation Consultant
------------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual's official
committee of equity security holders filed with the U.S.
Bankruptcy Court a motion to retain Professor Frank Partnoy,
director of the Center on Corporate and Securities Law at the
University of San Diego, as securities litigation consultant at a
standard hourly rate of $850.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WHITTLE DEVELOPMENT: Amended Reorganization Plan Confirmed
----------------------------------------------------------
American Bankruptcy Institute reports that a Texas judge has
confirmed Whittle Development Inc.'s amended reorganization plan
after requesting it make some last-minute changes.

                    About Whittle Development

Rockwall, Texas-based Whittle Development Inc. is a Sub Chapter S
property development company wholly owned by Robert S. Whittle. It
owns significant acreage in and around the northeastern shore of
Lake Ray Hubbard, as well as other parts of Rockwall County,
Texas.  Its business is the sale and development of its holdings
for highest and best uses of its land "inventory" to third party
end users or other more direct developers.

Whittle Development filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 10-37084) on Oct. 4, 2010.  Whittle
Development estimated its assets and debts at $10 million to
$50 million at the Petition Date.

Whittle Development's case is jointly administered with Rockwall,
Texas-based Mariah Bay Development Inc., which is also a Sub
Chapter S corporation wholly owned by Robert S. Whittle.  Mariah
Bay filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex.
Case No. 10-37085) on Oct. 4, 2010.  Mariah Bay estimated its
assets and debts at $10 million to $50 million at the Petition
Date.

Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow P.C.,
assists the Debtors in their restructuring efforts.

Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a
separate Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-31171)
on Feb. 19, 2010.


W.R. GRACE: Files Post-Confirmation Report for Second Quarter
-------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a post-confirmation
report for the quarter ended June 30, 2011.

                       W.R. Grace & Co.
          Post-Confirmation Quarterly Summary Report
              For the Quarter Ended June 30, 2011

Beginning Cash Balance                             $580,820,307

All receipts received by the debtor:

Cash Sales:                                                   -
Collection of Accounts Receivable:                1,093,227,270
Proceeds from Litigation
  (settlement or otherwise):                                 -
Sale of Debtor's Assets:                                      -
Capital Infusion pursuant to the Plan:                        -
                                                --------------
Total of cash received:                           1,093,227,270
                                                --------------
Total of cash available:                         $1,674,047,577
                                                ==============

Less all disbursements or payments
  (including payments made under the
  Confirmed Plan) made by the Debtor:

Disbursements made under the Plan,
   excluding the administrative claims
   of bankruptcy professionals:                             $0

Disbursements made pursuant to the
  administrative claims of
  bankruptcy professionals:                      1,043,698,048

All other disbursements made in the
  ordinary course:                                           -
                                                --------------
Total Disbursements                               1,043,698,048
                                                --------------
Ending Cash Balance                                $630,349,529
                                                ==============

A full-text copy of the Post-Confirmation Report is available for
free at http://bankrupt.com/misc/WRG_PostCon_Report_June2011.pdf

On January 31, 2011, Judge Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware issued an order
confirming the Joint Plan of Reorganization proposed by the
Debtors, and co-proposed by the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative.  Several parties appealed from the Jan. 31 Order.
Judge Ronald Buckwalter of the U.S. District Court for the
District of Delaware is set to rule on the appeals.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Paul Weiss Represents Holders of $369MM Debt
--------------------------------------------------------
Andrew N. Rosenberg, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York, informed the Court that his firm
represents members of an informal group of holders of claims
related to the Debtors' Prepetition Credit Facilities:

  Anchorage Advisors, LLC
  610 Broadway, 6th Floor
  New York, NY 10012

  Bank of America, N.A.
  214 N. Fryson St.
  Charlotte, NC 28255

  Bass Companies
  Wells Fargo Tower, Suite 3200
  201 Main Street
  Fort Worth, TX 76102

  Farallon Capital Management, LLC
  One Maritime Plaza, Suite 2100
  San Francisco, CA 94111

  Archer Capital Management, L.P.
  570 Lexington Ave., 40th Floor
  New York, NY 10022

  Barclays Bank PLC
  1620 26th Street, Suite 2000N
  Santa Monica, CA 90404

  Caspian Capital Advisors, LLC
  500 Mamaroneck Avenue
  Harrison, NY 10528
  Halcyon Master Fund L.P.
  477 Madison Avenue, 8th Floor
  New York, NY 10022

  Intermarket Corp.
  660 Madison Avenue, 22nd Floor
  New York, NY 10065

  Loeb Partners Corporation
  61 Broadway, Suite 2400
  New York, NY 10006

  Massachusetts Mutual Life Insurance Company
  1295 State Street
  Springfield, MA 01111
  c/o Babson Capital Management, Inc.
  680 Fifth Avenue, 26th Floor
  New York, NY 10019

  Normandy Hill Capital, LP
  150 East 52nd Street, 10th Floor
  New York, NY 10022

  P. Schoenfeld Asset Management, LLC
  1350 Avenue of the Americas, 21st Floor
  New York, NY 10019

  Taconic Capital Advisors L.P.
  450 Park Avenue, 9th Floor
  New York, NY 10022

  JP Morgan Chase, N.A. Credit Trading Group
  270 Park Avenue, 8th Floor
  New York, NY 10017

  Macquarie Bank Limited
  125 West 55th Street
  New York, NY 10019

  MSD Credit Opportunity Master Fund, L.P.
  645 Fifth Avenue, 21st Floor
  New York, NY 10022

  Onex Debt Opportunity Fund, Ltd.
  910 Sylvan Avenue
  Englewood Cliffs, NJ 07632

  Royal Bank of Scotland, PLC
  600 Steamboat Road
  Greenwich, CT 06830

  Visium Asset Management, LP
  950 Third Avenue, 29th Floor
  New York, NY 10022

Mr. Rosenberg says the nature of the claims held by the Bank Debt
Holders against the Debtors includes, but is not limited to,
claims for principal, interest and expenses on the loans and
advances under the Debtors' Prepetition Bank Credit Facilities.

The Bank Debt Holders collectively hold approximately
$369 million of $500 million in outstanding principal, or
approximately 67%, of the loans and advances made under the
Prepetition Bank Credit Facilities, he adds.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Opens Manufacturing Facility in Gurgaon, India
----------------------------------------------------------
Grace Construction Products, an operating segment of W. R. Grace &
Co. (NYSE: GRA), has started manufacturing from a new facility
near Delhi, India.

This site's development is part of Grace's ongoing growth strategy
to invest in emerging regions.  Employees at this location
manufacture cement additives and concrete admixtures that
are sold to cement and concrete manufacturers in Northern India.

Grace's cement additives help cement producers improve grinding
efficiency and overall cement quality.  The company's concrete
admixtures improve the quality, strength, durability and
appearance of concrete.  These products help to build stronger
structures in more energy efficient ways, which helps to reduce
manufacturing costs.

"We continue to invest in emerging economies in order to meet our
customers' needs," said Andrew Bonham, President of Grace
Construction Products.  "The new facility will allow us to enhance
service and delivery times to our customers in Northern India."

Plant Manager Ajay Kapoor stated, "Our number one priority is to
provide a safe environment and safe practices at the site.  We
must ensure our company culture extends throughout all our
facilities from safety to product quality to community outreach."

This facility is the most recent addition in a series of emerging
market investments in the construction industry for Grace.  The
company has opened similar facilities in China, Colombia, Panama,
Saudi Arabia and Vietnam since 2010.  Also in 2010, Grace acquired
a manufacturer of waterproofing products located in Central China
and formed a construction joint venture in the Kingdom of Saudi
Arabia.

The address for the new India site is: W. R. Grace & Co. (India)
Pvt. Ltd, Plot No. - 90, Sector 8, IMT Manesar, Gurgaon (Haryana)
122050, India.

W. R. Grace & Co. (India) Pvt. Ltd. opened its first office in
India in Bangalore in 1994.  Today, Grace has three plants, six
offices and one laboratory in India that collectively support
customers from all of the company's product groups.

               About Grace Construction Products

Grace Construction Products is a world-leading provider of
construction chemicals and building materials that are used to
enhance the durability, strength and appearance of structures all
over the world.  Products include concrete admixtures, fibers,
surface treatments and liquid pigments, additives for cement
processing, and fire protection, waterproofing and masonry
products.  More information is available online at
http://www.graceconstruction.com/

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YELLOW MEDIA: S&P Lowers Corporate Credit Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal-based Yellow Media Inc. to 'BB+' from
'BBB-'. The outlook is stable.

At the same time, Standard & Poor's lowered its ratings on the
company's senior unsecured debt to 'BB+' (the same as the
corporate credit rating on Yellow Media) from 'BBB-' and assigned
its recovery rating of '3' to the debt. The 3' recovery rating
reflects an expectation of meaningful (50%-70%) recovery in the
event of a default.

"We also lowered our rating on Yellow Media's subordinated debt to
'BB-' (two notches below the corporate credit rating) from 'BB+'
and assigned our '6' recovery rating to these obligations,
indicating our expectation of negligible (0%-10%) recovery in a
default situation. Finally, we lowered our Canada scale rating on
the company's preferred shares to 'P-4 (High)' from 'P-3'. At June
30, the company had about C$2.6 billion of debt and about C$750
million of preferred shares outstanding," S&P related.

"The downgrade primarily reflects our weaker view of Yellow
Media's business risk profile," said Standard & Poor's credit
analyst Madhav Hari. "Specifically, we believe that secular
pressures on the company's print revenue are poised to accelerate
in the next couple of years and that Yellow Media will be
challenged to offset such losses through growth in online and
digital offerings where competition is intense and new online
channels are quickly evolving," Mr. Hari added.

"We also expect Yellow Media's profitability and cash flow to
weaken from our previous expectations as advertisers scale back
from higher-margin premium print revenue and the company faces
higher initial costs to launch new services. Finally, in our
opinion, rising industry and competitive risks have materially
reduced revenue visibility and increased the potential for
significant earnings volatility for the company for the
foreseeable future. Although Yellow Media's actions to cut
dividends by 77% and aggressively deleverage its balance sheet
(reported net debt to EBITDA of 2x) provide some offset, we do not
believe that it is a sufficient risk mitigant," S&P related.

The ratings on Yellow Media reflect what Standard & Poor's views
as the company's "fair" business risk profile, supported by its
position as the leading publisher of Yellow Pages classified
directories in Canada, servicing close to 35% of businesses within
its markets; its strong brands and healthy portfolio of websites
(and partners); established marketing and distribution
capabilities given its 1,800-person sales force and about 370,000
advertising customers; reasonable execution to date as it relates
to developing new online/digital local advertising platforms and
marketing solutions to mitigate print pressures; and its
historical track record of sustaining strong profit margins and
generating meaningful cash flow at its core directory operations.
"The ratings also reflect our view of Yellow Media's 'significant'
financial risk profile based on its strong liquidity position and
adoption of more conservative financial policies, as well as our
expectation of its ability to generate meaningful discretionary
cash flow in the next few years, which we believe should provide
the company with sufficient financial flexibility for reinvestment
or debt reduction," S&P related.

"The stable outlook reflects our expectation that, although we do
not expect print declines to be fully offset by online and digital
revenue growth, we believe overall organic revenue erosion can be
contained to the mid-single digits and that the company can manage
its EBITDA margins at the low-50% level over the next couple of
years. Under these parameters, we believe that Yellow Media should
be able to generate meaningful free operating cash flow for debt
repayment and reinvestment. Following the planned debt reduction
from the Trader asset sale and additional (deleveraging)
flexibility from internal cash flow, we believe the company can
sustain a relatively healthy balance sheet (adjusted debt leverage
below 3x and adjusted funds from operations to debt approaching
mid-20%) in the near term. A downgrade would result from a further
acceleration of overall revenue erosion (from our current
assumption) or a failure of the company to deleverage to our
expectations by the end of calendar 2012. A near-term upgrade is
not likely given our concerns about increasing industry risks and
the prospect of increased earnings volatility over the foreseeable
future," S&P added.


YRC WORLDWIDE: Announces Composition of Board Committees
--------------------------------------------------------
As previously reported by the TCR on Aug. 1, 2011, YRC Worldwide
Inc. disclosed, among other things, that Raymond J. Bromark,
Douglas A. Carty, Matthew A. Doheny, Robert L. Friedman, James E.
Hoffman, Michael J. Kneeland, James L. Welch, Harry J. Wilson and
James F. Winestock were appointed to the Board of Directors of the
Company, effective July 22, 2011.  At the time of that filing, the
Board had not yet determined the composition of the Board
committees.

Effective July 28, 2011, the Board made the following committee
appointments:

     * Messrs. Raymond Bromark, Douglas Carty and Robert Friedman
       will serve on the Audit/Ethics Committee with Mr. Bromark
       serving as Chairman.  The Board has further determined that
       each of Messrs. Bromark, Carty and Friedman is an "audit
       committee financial expert," as that term is defined under
       Securities and Exchange Commission regulations, and that
       each of them meets the financial sophistication requirement
       of the NASDAQ Stock Market rules.

     * Messrs. Michael Kneeland, Matthew Doheny and James Hoffman
       will serve on the Compensation Committee with Mr. Kneeland
       serving as Chairman.

     * Messrs. Winestock, Carty and Kneeland will serve on the
       Governance Committee with Mr. Winestock serving as
       Chairman.

     * Messrs. Doheny, Friedman and Wilson will serve on the
       Finance Committee with Mr. Doheny serving as the Chairman.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

KPMG LLP's audit reports on the consolidated financial statements
of YRC Worldwide Inc. and subsidiaries for 2009 and 2010 each
contain an explanatory paragraph that states that the Company has
experienced significant declines in operations, cash flows and
liquidity and these conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2011, showed $2.62
billion in total assets, $2.91 billion in total liabilities, and a
$287.64 million total shareholders' deficit.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."

In the Aug. 2, 2011, edition of the TCR, Moody's Investors Service
revised YRC Worldwide Inc.'s Probability of Default Rating ("PDR")
to Caa2\LD ("Limited Default") from Caa3 in recognition of the
agreed debt restructuring which will result in losses for certain
existing debt holders.  In a related action Moody's has raised
YRCW's Corporate Family Rating to Caa3 from Ca to reflect modest
but critical improvements in the company's credit profile that
should result from its recently-completed financial restructuring.
The positioning of YRCW's PDR at Caa2\LD reflects the completion
of an offer to exchange a substantial majority of the company's
outstanding credit facility debt for new senior secured credit
facilities, convertible unsecured notes, and preferred equity,
which was completed on July 22, 2011.

As reported by the TCR on May 5, 2011, Fitch Ratings downgraded
YRC's Issuer default rating to 'C' from 'CC'; Secured bank credit
facility rating downgraded to 'CCC/RR2' from 'B-/RR2'; and Senior
unsecured rating affirmed at 'C/RR6'.  In addition, Fitch has
removed YRCW's ratings from Rating Watch Negative.  Fitch said
that although it appears increasingly likely that the company will
successfully complete the restructuring, until the transactions
constituting the restructuring close, which is not anticipated
until late July 2011, there exists a potential for the transaction
to fail, in which case Fitch expects the company would be forced
to file for Chapter 11 bankruptcy protection.


* Business Bankruptcies Down 13% From Last Year
-----------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the
Administrative Office of the U.S. Courts reported Friday that
business bankruptcies had dropped 13% in the year-long period
ending June 30, amid an overall decline in both personal and
business filings.

New bankruptcy filings by businesses fell to a total of 52,134, a
decrease from the 59,608 that occurred in the same period ending
June 30, 2010, according to the report obtained by Law360.

Bankruptcy filings dropped 2.7% overall in the past year, largely
thanks to a decline in personal bankruptcy.


* Ex Birmingham, Ala. Mayor's Bribery Conviction Appeal Denied
--------------------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports that the Eleventh
Circuit on Friday rejected a former Birmingham, Ala., mayor's bid
to overturn his 15-year prison sentence for allegedly
participating in a multibillion-dollar bid-rigging scheme that is
at the heart of a county's current bankruptcy woes.

Larry P. Langford, who also once served as the former commissioner
for Jefferson County, Ala., came up short in his appeal, with the
court denying his arguments that the jury had been unfairly
prejudiced, according to Law360.


* S&P Speculative-Grade Composite Spread Widens to 609 Bps
----------------------------------------------------------
Standard & Poor's speculative-grade composite spread widened by 3
basis points (bps) to 609 bps, while the investment-grade
composite spread widened by 1 bp to 176 bps.  By rating, the 'AA'
and 'A' spreads expanded by 1 bp each to 124 bps and 155 bps,
respectively.  The 'BBB' spread widened by 2 bps to 211 bps.  The
'BB' spread remained flat at 436 bps.  The 'B' spread widened by 2
bps to 653 bps, and the 'CCC' spread expanded by 4 bps to 918 bps.

By industry, financial institutions expanded by 9 bps to 285 bps.
Banks widened by 5 bps to 257 bps. Industrials expanded by 3 bps
to 284 bps.  Utilities widened by 1 bp to 183 bps.
Telecommunications expanded by 4 bps to 298 bps.

The speculative-grade composite spread reached a new high for the
year on Aug. 3 and has subsequently widened by an additional 5%.
The investment-grade composite spread is currently hovering
slightly below its high of 177 bps, which was last reached on Jan.
10, 2011.  S&P expects continued volatility in the near term,
especially in the speculative-grade segment, which could result
from both positive and negative factors. On the positive side,
investor demand for new issuance has remained strong this year. On
the negative side, an increase in volatility in the financial
markets, influenced partially by sovereign rating concerns, could
continue to weigh on risky assets.


* S&P's U.S. Downgrade Doesn't Affect Top-Rated Corporate Issuers
------------------------------------------------------------------
Standard & Poor's Ratings Services said Aug. 5 that it lowered its
long-term sovereign credit rating on the United States of America
to 'AA+' with a negative rating outlook.  The sovereign downgrade
will not affect the ratings or stable rating outlooks on the six
U.S.-domiciled highest-rated nonfinancial corporate issuers:
Automatic Data Processing Inc. (ADP; AAA/Stable/A-1+), ExxonMobil
Corp. (AAA/Stable/A-1+), Johnson & Johnson (AAA/Stable/A-1+),
Microsoft Corp. (AAA/Stable/A-1+), General Electric Co.
(AA+/Stable/A-1+), and W.W. Grainger Inc. (AA+/Stable/A-1+).

WHY THERE IS NO IMPACT ON OUR TOP-RATED U.S. INDUSTRIALS

According to Standard & Poor's criteria, ratings on a nonfinancial
corporate borrower may exceed those on the sovereign if S&P
expects the borrower to continue to fulfill its financial
obligations, even in a sovereign default scenario.  Depending on
the industry sector or individual company's financial strength, a
company may be better or less able to withstand macroeconomic
shocks or other country-related risks.

"In considering corporate ratings vis-a-vis the sovereign rating,
we consider how exposed a company would be to a typical sovereign
stress scenario, which, in the past, has included: sharp currency
movements, credit shortages, a weakened banking sector, higher
government taxes and fees, late or partial payments from the
public sector, a more difficult regulatory environment, economic
contraction, and rising inflation and interest rates," S&P said.

"Corporate entities that we would typically consider to be most
exposed to country risk include firms with mainly domestic
customers, highly cyclical companies or companies for which
profitability is highly correlated with the general condition of
the economy, and companies with high exposures to government
sector customers.  Corporate entities that typically are least
exposed to country risk include globally diversified companies and
export-oriented companies. Local economic conditions have less of
an effect on such companies, and they generally benefit from
currency depreciation," S&P explained.

"Given the global and diverse business lines and significant
financial strength of Exxon Mobil, Johnson & Johnson, Microsoft,
and General Electric, the sovereign downgrade of the U.S. does not
have an impact on our ratings and rating outlooks for these U.S.
domiciled corporate issuers," S&P said.  They enjoy 'excellent'
business risk profiles (see "Business Risk/Financial Risk Matrix
Expanded," published May 27, 2009), with end-market diversity,
diversity of product and service lines, and a track record of
solid profitability, along with "minimal" or "modest" financial
risk, with significant cash flow from various businesses and
substantial liquidity.  In addition, the U.S.'s transfer and
convertibility assessment remains 'AAA' following the sovereign
downgrade.  (See "Methodology: Criteria for Determining Transfer
and Convertibility Assessments," May 18, 2009--"Ratings Above the
Sovereign's" section. Also see "2008 Corporate Criteria:
Analytical Methodology," April 15, 2008--"Country Risk" section.)

Although there is no direct impact on S&P's credit ratings on
these companies from the U.S. sovereign rating action, a weakening
macroeconomic scenario would negatively affect the U.S. segments
of their businesses to some degree.

There is also no current impact on S&P's ratings or rating
outlooks for ADP and W.W. Grainger from the rating action on the
U.S. Although most of these companies' revenues come from within
the U.S. and they are less diversified by product line and
geographical business mix than the previously mentioned companies,
ADP and Grainger both enjoy high customer and end-market
diversification and have revenue bases that held up well during
the recent recession.  In addition, they have minimal reliance on
the public sector, with a set of products for which demand is
relatively inelastic.

S&P DID LOWER RATINGS ON THE GOVERNMENT-RELATED ENTITITES

In conjunction with the sovereign downgrade, S&P lowered its
ratings on the three government-related entities (GREs): Army &
Air Force Exchange Service (AAFES), Marine Corps Community
Services (MCCS), and Navy Exchange Service Command (NESC) to 'AA-'
from 'AA', in keeping with Standard & Poor's criteria on GREs.
The rating outlook on AAFES is stable, while the outlooks on MCCS
and NESC are negative. The stable outlook for AAFES reflects its
better stand-alone credit profile than the other two GREs. The
likelihood of extraordinary government support for these entities,
in our assessment, would remain very high. (See Standard & Poor's
individual research reports on these entities published earlier
Aug. 8.)

THE EFFECT ON CERTAIN DEBT INSTRUMENTS

The U.S. sovereign downgrade also had an effect on the credit
ratings of certain specific debt instruments. Most common among
the affected obligations were:

-- BONDS SUPPORTED BY THE FEW REMAINING 'AA+' RATED BOND INSURERS.
S&P revised the rating outlooks on the 'AA+' bond insurers, which
include Assured Guaranty (Europe) Ltd., Assured Guaranty (UK)
Limited, Assured Guaranty Corp., Assured Guaranty Municipal Corp.,
and Berkshire Hathaway Assurance Corp., to negative from stable.
In conjunction with this outlook change, S&P also revised the
rating outlooks on the project finance bonds backed by these
insurers to negative.

-- DEFEASED BONDS. These are bonds for which the borrower sets
aside cash to pay them off.  S&P lowered its ratings on defeased
bonds backed by U.S. Treasury securities to 'AA+' from 'AAA'.

THE IMPACT ON DEFENSE CONTRACTORS AND MEDICARE PROVIDERS

The recently enacted bill that increases the federal debt limit
includes a $350 billion reduction to previous planned "security
spending" over the next 10 years.  Given that the $350 billion is
spread among a number of security sectors, including the
Department of Defense, and is mainly back-end loaded, Standard &
Poor's believes there will be only a modest impact on the credit
quality of most defense contractors. A more significant impact on
the credit quality of companies in the defense industry could
occur if Congress does not specify additional cuts to the overall
federal budget by the end of the year or pass a balanced budget
amendment.  In these cases, security spending could be cut by an
additional $500 billion, possibly resulting in across-the-board
cuts to weapons programs.  In response to possible lower defense
spending, military contractors have been reducing costs to
preserve profitability and remain competitive, as well as
attempting to increase foreign sales. (See "Planned Cuts To The
U.S. Defense Budget Are Likely To Have A Modest Impact On
Military Contractors' Credit Quality," Aug. 2, 2011)

Significant cuts to Medicare are likely, either as part of a
special Congressional committee's $1.5 trillion in spending cuts
or as part of the backup plan if the committee fails to come to an
agreement.  This would be in addition to cuts that the Affordable
Care Act of 2010 already require, such as a $155 billion cut in
Medicare payments to hospitals over 10 years. Medicare has more
than doubled in cost over the past 10 years, to about $550 billion
annually.  S&P has long considered government efforts to rein in
such expenditures as a key rating risk for health care providers.
Still, surprising government actions, such as the recently
announced 11% nursing home cuts, can lead to credit deterioration.
S&P placed all six of its rated for-profit nursing home companies
on CreditWatch with negative implications as a result of this
announcement. Providers that have exposure to Medicare are likely
to remain at risk of more sparing reimbursement, as long as
budgetary pressures persist (see "The Deficit Remedy May Be Toxic
for U.S. Health Care Companies," to be published shortly on
RatingsDirect).


* S&P Ratings on U.S. Banks Unaffected by Sovereign Downgrade
-------------------------------------------------------------
Standard & Poor's Ratings Services said Aug. 8 that the Aug. 5
lowering of the United States of America sovereign credit rating
to 'AA+' from 'AAA' does not have an immediate or direct impact on
our ratings on U.S. banks (see The Implications of the U.S. debt
Ceiling Standoff For Global Financial Institutions, published
July 21, 2011, on RatingsDirect on the Global Credit Portal). None
of the banks S&P rates in the U.S. has an issuer credit rating
higher than the U.S. sovereign rating.  The sovereign downgrade
does not alter the government support assumptions that S&P factors
into its ratings on four banks.


* S&P Cuts Housing Issues Backed by Fannie, Freddie to 'AA+'
------------------------------------------------------------
Standard & Poor's Ratings Services said Aug. 8 it lowered the
ratings on certain public finance debt issues that have credit
enhancement guaranteed by Federal National Mortgage Association
and Federal Home Loan Mortgage Corp. to 'AA+/A-1+' from 'AAA/A-1+'
following the downgrade of Fannie Mae and Freddie Mac to
'AA+/Negative/A-1+'.  The outlook is negative.

The rating on the affected debt issues is based on the rating on
either Fannie Mae or Freddie Mac, which either guarantees direct
payment on the bonds, or in some circumstances, guarantees
mortgage payments in the event of a mortgage default. In the cases
of the affected issues, the guarantee is irrevocable and is in
place until bond maturity.  As such, the bonds carry the rating on
Fannie Mae or Freddie Mac.

Among the bonds whose ratings have been lowered are bonds issued
by the housing finance agencies' New Issues Bond Program through
which bonds are enhanced in the form of the Temporary Credit &
Liquidity Program (TCLP).  Under the TCLP, there is one master
irrevocable standby temporary credit and liquidity facility issued
by both Fannie Mae and Freddie Mac in favor of the trustee. The
facility guarantees both credit and liquidity on the bonds. As
such, pursuant to our criteria, the ratings on the issues follow
the ratings on Fannie Mae and Freddie Mac.

The list of affected ratings is posted at:

     http://www.standardandpoors.com/ratings/govs-uspf/en/us/

Click "Rating Actions On Municipal Housing-Related Issues" and
select the tab Freddie, FNMA.


* S&P Lowers Ratings on 5 Insurance Groups After U.S. Downgrade
---------------------------------------------------------------
Standard & Poor's Ratings Services said Aug. 8 that it lowered to
'AA+' from 'AAA' its long-term counterparty credit and financial
strength ratings on the member companies of five U.S. insurance
groups: Knights of Columbus, New York Life, Northwestern Mutual,
Teachers Insurance & Annuity Assoc. of America (TIAA), and United
Services Automobile Assoc. (USAA).  The outlooks on the ratings on
all of these companies are negative. Standard & Poor's also said
that it lowered the ratings on approximately $17 billion of
securities issued by New York Life, Northwestern Mutual, TIAA,
USAA, and their affiliates.

At the same time, Standard & Poor's affirmed the 'AA+' ratings on
the members of five other insurance groups -- Assured Guaranty,
Berkshire Hathaway, Guardian, Massachusetts Mutual, and Western &
Southern -- and revised the outlooks on ratings on these companies
to negative from stable. The rating actions on these 10 insurance
groups follow the lowering of the long-term sovereign credit
rating on the United States of America to 'AA+' from 'AAA' (see
"United States of America Long-Term Rating Lowered To 'AA+' On
Political Risks And Rising Debt Burden; Outlook Negative," Aug. 5,
2011.)

"We factor direct and indirect sovereign risks -- such as the
impacts of macroeconomic volatility, currency devaluation, asset
impairments, and investment portfolio deterioration -- into our
financial strength ratings.  Per our criteria, the sovereign
local-currency credit rating constrains our financial strength
ratings on insurers (see "Counterparty Credit Ratings And
The Credit Framework," April 14, 2004).  The 10 affected insurance
groups operate in the U.S. and generally have significant holdings
of U.S. Treasury and agency securities.  For the insurers with the
most exposure, these investments constituted as much as 200% of
total adjusted capital at year-end 2010," S&P said.

"In our opinion, very strong financial profiles and favorable
business profiles support the 'AA+' ratings on the 10 affected
U.S. insurance groups.  In our view, these companies maintain very
strong capital and liquidity.  In addition, we believe that the
significant retail insurance liabilities -- such as whole life
insurance and deferred annuities -- that some of these companies
have are less prone to withdrawals or surrenders than
institutional liabilities.  Knights of Columbus, TIAA, and USAA
also benefit from affinity relationships with their policyholders,
which enhance the persistency of liabilities.

"Our view of these companies' fundamental credit characteristics
has not changed.  Rather, the rating actions reflect the
application of criteria and our view that the link between the
ratings on these entities and the sovereign credit ratings on the
U.S. could lead to a decline in the insurers' financial strength.
This is because these companies' businesses and assets are highly
concentrated in the U.S."

For related rating actions on other U.S. financial services
companies, select GSEs, and funds, see "Ratings On Select GREs And
FDIC- And NCUA-Guaranteed Debt Lowered After Sovereign Downgrade,"
also published Aug. 8.

According to S&P, "Under our criteria, the local-currency
sovereign credit rating on the U.S. constrains the ratings on
domestic insurance operating and holding companies.  If we were to
lower our rating on the U.S. again, we would likely take the same
rating action on the affected insurers and their related
obligations.  Alternatively, if we were to revise the rating
outlook on the U.S. to stable, we would likely revise the outlook
on the affected insurers to stable, assuming there is no
deterioration in a particular insurer's business and financial
profiles."

RATINGS LIST

Ratings Lowered And Removed From CreditWatch Negative

                               To                From
                               --                -----
Knights of Columbus
Counterparty Credit Rating   AA+/Negative/--   AAA/Watch Neg/--
Financial Strength Rating    AA+/Negative      AAA/Watch Neg

New York Life Insurance Co.
Counterparty Credit Rating   AA+/Negative/A-1+ AAA/Watch Neg/A-1+
Financial Strength Rating    AA+/Negative      AAA/Watch Neg
Subordinated Debt            AA-               AA/Watch Neg

New York Life Insurance
  & Annuity Corp.
Counterparty Credit Rating   AA+/Negative/--   AAA/Watch Neg/--
Financial Strength Rating    AA+/Negative      AAA/Watch Neg

New York Life Funding
New York Life Global Funding
Senior Secured               AA+               AAA/Watch Neg

Northwestern Mutual
  Life Insurance Co.
Counterparty Credit Rating   AA+/Negative/--   AAA/Watch Neg/--
Financial Strength Rating    AA+/Negative      AAA/Watch Neg
Subordinated Debt            AA-               AA/Watch Neg

Northwestern Long Term
  Care Insurance Co.
Counterparty Credit Rating   AA+/Negative/--   AAA/Watch Neg/--
Financial Strength Rating    AA+/Negative      AAA/Watch Neg

Teachers Insurance &
  Annuity Assoc. of America
Counterparty Credit Rating   AA+/Negative/--   AAA/Watch Neg/--
Financial Strength Rating    AA+/Negative      AAA/Watch Neg
Senior Unsecured             AA+               AAA/Watch Neg
Subordinated Debt            AA-               AA

TIAA-CREF Life Insurance Co.
Counterparty Credit Rating   AA+/Negative/--   AAA/Watch Neg/--
Financial Strength Rating    AA+/Negative      AAA/Watch Neg

United Services Automobile Assoc.
USAA Casualty Insurance Co.
USAA General Indemnity Co.
USAA Life Insurance Co.
USAA Life Insurance Co. of New York
Counterparty Credit Rating   AA+/Negative/--   AAA/Watch Neg/--
Financial Strength Rating    AA+/Negative      AAA/Watch Neg

USAA Capital Corp.
Counterparty Credit Rating   AA+/Negative/A-1+ AAA/Watch Neg/A-1+
Senior Unsecured             AA+               AAA/Watch Neg
Commercial Paper             A-1+              A-1+

Ratings Affirmed; Outlook Revised To Negative


                               To                From
                               --                -----
Assured Guaranty Ltd.
Counterparty Credit Rating     A+/Negative/--  A+/Stable/--
Junior Subordinated Debt       A-              ASenior
Unsecured Debt                 A+              A+

Assured Guaranty (Bermuda) Ltd.
Assured Guaranty (Europe) Ltd.
Assured Guaranty (UK) Ltd.
Assured Guaranty Corp.
Assured Guaranty Municipal Corp.
Assured Guaranty Municipal Insurance Co.
Counterparty Credit Rating     AA+/Negative/-- AA+/Stable/--
Financial Strength Rating      AA+/Negative    AA+/Stable
Financial Enhancement Rating   AA+/Negative    AA+/Stable

Berkshire Hathaway Inc.
Counterparty Credit Rating     AA+/Neg./A-1+   AA+/Stable/A-1+
Senior Unsecured               AA+             AA+
Commercial Paper               A-1+            A-1+

Berkshire Hathaway International Insurance Ltd.
Counterparty Credit Rating     AA+/Neg./A-1+   AA+/Stable/A-1+
Financial Strength Rating      AA+/Negative    AA+/Stable

Berkshire Hathaway Life Insurance Co. of NE
Columbia Insurance Co.
Counterparty Credit Rating     AA+/Neg./--     AA+/Stable/--
Financial Strength Rating      AA+/Neg./--     AA+/Stable/--
Financial Enhancement Rating   AA+/Neg.        AA+/Stable

GEICO Corp.
Counterparty Credit Rating     AA+/Negative/-- AA+/Stable/--
Senior Unsecured               AA+             AA+

General Re Corp.
Counterparty Credit Rating     AA+/Neg./A-1+   AA+/Stable/A-1+
Commercial Paper               A-1+            A-1+

General Re Financial Products Corp.
National Re Corp.
Counterparty Credit Rating     AA+/Negative/-- AA+/Stable/--

Berkshire Hathaway Assurance Corp.
Financial Strength Rating      AA+/Negative    AA+/Stable
Financial Enhancement Rating   AA+/Negative    AA+/Stable

National Fire & Marine Insurance Co.
Counterparty Credit Rating     AA+/Negative/-- AA+/Stable/--
Financial Strength Rating      AA+/Negative    AA+/Stable
Financial Enhancement Rating   AA+/Negative    AA+/Stable

Central States Indemnity Co. of Omaha
Continental Divide Insurance Co.
Cornhusker Casualty Co.
CSI Life Insurance Co.
Cypress Insurance Co. (CA)
Fairfield Insurance Co.
GEICO Casualty Co.
GEICO General Insurance Co.
GEICO Indemnity Co.
General Reinsurance AG
General Reinsurance Australia Ltd.
General Reinsurance Corp.
General Star Indemnity Co.
General Star National Insurance Co.
Genesis Indemnity Insurance Co.
Genesis Insurance Co.
Government Employees Insurance Co.
Kansas Bankers Surety Co.
Medical Protective Co.
National Indemnity Co.
National Indemnity Co. of Mid-America
National Indemnity Co. of the South
National Liability & Fire Insurance Co.
National Reinsurance Corp.
Redwood Fire & Casualty Insurance Co.
Wesco-Financial Insurance Co.
Counterparty Credit Rating      AA+/Negative/--AA+/Stable/--
Financial Strength Rating       AA+/Negative   AA+/Stable

Faraday Reinsurance Co. Ltd.
General Re Life Corp.
General Reinsurance Africa Ltd.
General Reinsurance Life Australia Ltd.
Financial Strength Rating       AA+/Negative   AA+/Stable

Guardian Insurance & Annuity Co.
Berkshire Life Insurance Co. of America
Counterparty Credit Rating      AA+/Negative/--AA+/Stable/--
Financial Strength Rating       AA+/Negative   AA+/Stable

Guardian Life Insurance Co. of America
Counterparty Credit Rating      AA+/Negative/--AA+/Stable/--
Financial Strength Rating       AA+/Negative   AA+/Stable
Subordinated Debt               AA- AA

Massachusetts Mutual Life Insurance Co.
Counterparty Credit Rating      AA+/Neg./A-1+  AA+/Stable/A-1+
Financial Strength Rating       AA+/Negative   AA+/Stable
Commercial Paper                A-1+           A-1+
Subordinated Debt               AA-            AAC.

M. Life Insurance Co.
MML Bay State Life Insurance Co.
Counterparty Credit Rating      AA+/Neg./--    AA+/Stable/--
Financial Strength Rating       AA+/Negative   AA+/Stable

Western & Southern Financial Group Inc.
Counterparty Credit Rating      AA-/Negative/--AA-/Stable/--
Senior Unsecured                AA-            AA

Western and Southern Life Insurance Co.
Western-Southern Life Assurance Co.
Columbus Life Insurance Co.
Integrity Life Insurance Co.
National Integrity Life Insurance Co.
Counterparty Credit Rating     AA+/Negative/-- AA+/Stable/--
Financial Strength Rating      AA+/Negative    AA+/Stable

Lafayette Life Insurance Co.
Financial Strength Rating      AA+/Negative    AA+/Stable


* Weiss Ratings Credits S&P for Important First Step
----------------------------------------------------
Weiss Ratings, the nation's leading independent rating agency of
U.S. financial institutions, credits Standard & Poor's for taking
an important first step in the right direction, while renewing its
public challenge to Moody's and Fitch to downgrade the long-term
debt of the U.S. government.

The Weiss Ratings Challenge, reissued today, was initially made to
all three credit rating agencies on May 10, 2010, or 15 months
before S&P announced its downgrade of U.S. debt from AAA to AA+
last Friday.

Weiss Ratings president Dr. Martin D. Weiss commented: "S&P
deserves credit for breaking with nearly a century of precedent
and focusing the world's attention on the urgency of this problem.
However, we do not believe a one-notch downgrade adequately
reflects the rapid deterioration of the nation's finances since
the debt crisis of 2008."

Although a downgrade can have negative short-term repercussions,
Weiss believes the consequences of procrastination can be far more
serious, while an honest rating can be constructive for the
country in the long term.  Addressing the major credit rating
agencies, he wrote:

"To the degree that you continue to reaffirm stellar ratings for
U.S. debt, you help entice millions of hard-working citizens,
retirees, and their intermediaries to pour more money into a
potential debt trap; or at best, to be severely underpaid for the
actual risks they are taking. You give policymakers a green light
to perpetuate their fiscal follies, further degrading our
government's ability to meet future obligations.  And you help
create a false sense of security overall -- the recipe for a
possible meltdown in the market for U.S. sovereign debts."

On April 28, 2011, almost one year after issuing its initial
challenge to the major ratings agencies, Weiss Ratings introduced
the Weiss Sovereign Debt Ratings, giving the United States a grade
of C, and subsequently, with its release of July 15, 2011, Weiss
Ratings downgraded U.S. debt to C- (approximately equivalent to a
BBB- at S&P).

Weiss Ratings senior financial analyst Gavin Magor commented: "The
U.S. is facing some of its greatest financial challenges of modern
times, while global investors continue to take very substantial
risks when buying medium- and long-term U.S. government
securities.  These include the risks of currency devaluation,
reduced bond market liquidity, bond price declines, and rapidly
escalating costs of insuring against a possible future default."

Today, Weiss Ratings reaffirmed its C- rating of U.S. medium- and
long-term debt.  Among the 49 sovereign nations covered, the
United States continues to score very low in terms of its debt
burdens, macro-economic trends, and international stability, while
still getting a relatively high grade for the broad acceptance and
marketability of its debt securities.

                        About Weiss Ratings

Weiss Ratings is the nation's leading independent provider of
bank, credit union and insurance company financial strength
ratings, accepting no payments for its ratings from rated
institutions.  Weiss Ratings also provides debt ratings on 49
sovereign nations.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company            Ticker        ($MM)      ($MM)      ($MM)
  -------            ------       ------   --------    -------
A&W REV ROYAL-UT     AWRRF US      179.2     (147.6)       3.6
A&W REV ROYAL-UT     AW-U CN       179.2     (147.6)       3.6
ABSOLUTE SOFTWRE     ABT CN        116.3      (12.0)     (12.6)
ACCO BRANDS CORP     ABD US      1,094.2      (77.0)     293.1
ALASKA COMM SYS      ALSK US       609.8      (27.4)       6.3
AMER AXLE & MFG      AXL US      2,167.8     (415.4)      60.4
AMR CORP             AMR US     25,787.0   (4,509.0)  (1,769.0)
ANOORAQ RESOURCE     ARQ SJ      1,024.0      (77.0)      20.9
AUTOZONE INC         AZO US      5,884.9   (1,119.5)    (655.3)
BLUEKNIGHT ENERG     BKEP US       323.5      (35.1)     (85.8)
BOSTON PIZZA R-U     BPF-U CN      148.2     (100.1)       1.3
CABLEVISION SY-A     CVC US      8,962.9   (6,462.4)    (309.5)
CADIZ INC            CDZI US        46.7       (2.1)       2.1
CANADIAN SATEL-A     XSR CN        174.4      (29.8)     (55.9)
CC MEDIA-A           CCMO US    16,938.6   (7,280.4)   1,644.2
CENTENNIAL COMM      CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC           CVO US      1,439.5     (333.5)     208.1
CHENIERE ENERGY      CQP US      1,776.3     (547.6)      24.4
CHENIERE ENERGY      LNG US      2,564.4     (509.7)      87.4
CHOICE HOTELS        CHH US        412.4      (49.0)      (1.9)
CINCINNATI BELL      CBB US      2,636.2     (650.4)       6.4
CLOROX CO            CLX US      4,051.0      (82.0)     (28.0)
COLUMBIA LABORAT     CBRX US        27.8       (2.6)      11.5
DENNY'S CORP         DENN US       296.8     (102.3)     (36.9)
DIRECTV-A            DTV US     20,593.0     (678.0)   2,813.0
DISH NETWORK-A       DISH US    10,280.6     (502.5)     705.1
DISH NETWORK-A       EOT GR     10,280.6     (502.5)     705.1
DOMINO'S PIZZA       DPZ US        487.4   (1,167.7)     167.9
DUN & BRADSTREET     DNB US      1,825.5     (615.8)    (321.8)
EPICEPT CORP         EPCT SS        12.4       (6.0)       6.0
EXELIXIS INC         EXEL US       495.7      (68.7)     126.1
FRANCESCAS HOLDI     FRAN US        59.1      (55.5)      13.2
FREESCALE SEMICO     FSL US      4,583.0   (4,401.0)   1,329.0
GENCORP INC          GY US         987.3     (161.1)      94.3
GLG PARTNERS INC     GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS     GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING     GRM US      2,943.5     (501.5)     313.1
HANDY & HARMAN L     HNH US        372.2      (23.9)      13.2
HCA HOLDINGS INC     HCA US     23,877.0   (7,534.0)   2,613.0
HUGHES TELEMATIC     HUTC US       108.8      (62.4)     (16.0)
IDENIX PHARM         IDIX US        54.9      (40.6)      19.6
INCYTE CORP          INCY US       459.6     (104.0)     315.8
IPCS INC             IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI     ISTA US       131.7     (161.7)       6.6
JUST ENERGY GROU     JE CN       1,588.6     (219.4)    (303.2)
KNOLOGY INC          KNOL US       823.7       (4.0)      42.7
LIN TV CORP-CL A     TVL US        797.4     (127.9)      38.6
LIZ CLAIBORNE        LIZ US      1,255.8     (124.5)     (26.5)
LORILLARD INC        LO US       2,498.0     (831.0)     904.0
MAINSTREET EQUIT     MEQ CN        475.2      (10.5)       -
MANNKIND CORP        MNKD US       254.8     (203.5)      26.2
MEAD JOHNSON         MJN US      2,465.4     (250.4)     572.3
MERITOR INC          MTOR US     2,675.0   (1,006.0)     205.0
MOODY'S CORP         MCO US      2,524.4     (223.2)     498.6
MORGANS HOTEL GR     MHGC US       692.8      (29.2)     205.1
MPG OFFICE TRUST     MPG US      2,725.0   (1,082.2)       -
NATIONAL CINEMED     NCMI US       796.4     (327.0)      74.0
NAVISTAR INTL        NAV US      9,966.0     (764.0)   1,819.0
NEXSTAR BROADC-A     NXST US       582.6     (181.2)      40.0
NPS PHARM INC        NPSP US       158.3     (159.7)     117.8
NYMOX PHARMACEUT     NYMX US        10.0       (3.3)       6.8
ODYSSEY MARINE       OMEX US        25.7       (8.1)     (14.0)
OTELCO INC-IDS       OTT US        319.2       (7.6)      22.4
OTELCO INC-IDS       OTT-U CN      319.2       (7.6)      22.4
PALM INC             PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN     PDLI US       248.7     (371.2)    (161.6)
PLAYBOY ENTERP-A     PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B     PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC         PRM US        208.0      (91.7)       3.6
PROTECTION ONE       PONE US       562.9      (61.8)      (7.6)
PURE INDUSTRIAL      AAR-U CN      277.1       (8.6)       -
QUALITY DISTRIBU     QLTY US       281.4     (124.4)      40.9
QUANTUM CORP         QTM US        431.0      (61.1)      97.9
QWEST COMMUNICAT     Q US       16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU     RPTP US        20.5      (14.6)     (21.4)
REGAL ENTERTAI-A     RGC US      2,323.2     (541.6)    (114.5)
RENAISSANCE LEA      RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A         REV US      1,105.5     (686.5)     132.7
RSC HOLDINGS INC     RRR US      2,949.6      (59.2)    (205.0)
RURAL/METRO CORP     RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL     SBH US      1,707.0     (340.6)     418.5
SINCLAIR BROAD-A     SBGI US     1,571.2     (144.6)      60.4
SINCLAIR BROAD-A     SBTA GR     1,571.2     (144.6)      60.4
SKULLCANDY INC       SKUL US        80.4      (17.7)      38.7
SMART TECHNOL-A      SMT US        546.2      (43.3)     173.7
SMART TECHNOL-A      SMA CN        546.2      (43.3)     173.7
SPIRIT AIRLINES      SAVE US       545.2      (97.0)      27.6
SUN COMMUNITIES      SUI US      1,160.1     (111.7)       -
SWIFT TRANSPORTA     SWFT US     2,555.7       (9.8)     204.6
TAUBMAN CENTERS      TCO US      2,495.4     (426.8)       -
TEAM HEALTH HOLD     TMH US        832.2      (25.7)      44.8
THERAVANCE           THRX US       315.1      (27.8)     266.9
TOWN SPORTS INTE     CLUB US       460.0       (4.7)     (15.4)
UNISYS CORP          UIS US      2,949.3     (692.1)     547.6
VANGUARD HEALTH      VHS US      4,162.2     (186.6)     356.5
VECTOR GROUP LTD     VGR US        924.6      (61.4)     294.8
VENOCO INC           VQ US         815.6      (21.6)       8.1
VERISK ANALYTI-A     VRSK US     1,286.4     (109.1)    (180.8)
VIRGIN MOBILE-A      VM US         307.4     (244.2)    (138.3)
VONAGE HOLDINGS      VG US         251.7     (102.0)     (39.2)
WARNER MUSIC GRO     WMG US      3,617.0     (254.0)    (650.0)
WEIGHT WATCHERS      WTW US      1,126.0     (636.6)    (345.4)
WESTMORELAND COA     WLB US        788.0     (173.9)      (1.0)
WORLD COLOR PRES     WC CN       2,641.5   (1,735.9)     479.2
WORLD COLOR PRES     WCPSF US    2,641.5   (1,735.9)     479.2
WORLD COLOR PRES     WC/U CN     2,641.5   (1,735.9)     479.2



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
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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