TCR_Public/120713.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, July 13, 2012, Vol. 16, No. 193

                            Headlines

10-16 MANHATTAN: Has OK to Hire Rosen & Associates as Attorney
2655 BUSH: Can Continue Sale Efforts Until April 2013
4KIDS ENTERTAINMENT: Completes Sale of Yu-Gi-Oh! for $15 Million
ADVANCED HOMECARE: Moody's Withdraws 'B2' Corp. Family Rating
AE BIOFUELS: Acquires Cilion; Obtains New Loan from Third Eye

ALEXANDER SRP: Assets Sold, Obtains Dismissal of Chapter 11 Case
ALLEN FAMILY FOODS: Lender Gives Up $5 Million to Settle
ALTEGRITY INC: S&P Rates $75MM Revolver Credit Facility 'B'
AMERICAN AIRLINES: USAir CEO Doug Parker to Discuss Merger Effort
AMK FOODSERVICES: Case Summary & 20 Largest Unsecured Creditors

ARCAPITA BANK: Has Green Light to Implement Employee Programs
ARTE SENIOR: Lender Says Unsecured Creditors Out of the Money
ARTE SENIOR: US Trustee Seeks to Name Patient Care Ombudsman
ARTE SENIOR: Files List of 20 Largest Unsecured Creditors
ATLANTIS OF JACKSONVILLE: Will Pay Creditors in Full From Income

BAMBOO ABBOTT: Avoidance Suit v. Elegant Windows Goes to Trial
BEAZER HOMES: Fitch Rates $275MM 2nd Lien Sr. Secured Notes 'B+'
BEAZER HOMES: Moody's Affirms 'Caa2' CFR, Rates Sr. Notes 'B3'
BEAZER HOMES: S&P Rates Proposed $275MM Sr. Secured Notes 'B'
BHI INTERNATIONAL: Court Encourages Hiring of Local Counsel

BLITZ USA: Court Green Lights EBITDA-Based 2012 Bonus Plan
BON-TON STORES: Moody's Alters Default Probability Rating to Caa1
BOOZ ALLEN: Moody's Reviews 'Ba2' CFR for Possible Downgrade
CANTELLO LLC: Has July 27 Deadline to Answer Involuntary Petition
CAROLINA INTERNET: Barred From Paying Shareholders' Personal Taxes

CEDAR HILL: Voluntary Chapter 11 Case Summary
COASTAL BROADCAST: Court Confirms Bankruptcy-Exit Plan
CUSTOM ONE: Voluntary Chapter 11 Case Summary
DAL-JONES INVESTMENTS: Rescinds Small Business Designation
DEWEY & LEBOEUF: Brown Rudnick Okayed as Unsec. Committee Counsel

DEWEY & LEBOEUF: Former Partners Group Retains KBT&F as Counsel
DEWEY & LEBOEUF: Creditors' Panel Taps Deloitte FAS as Advisors
DYNEGY INC: Assigns Employment Agreements to Subsidiary
DYNEGY INC: Litespeed Fund Owns 26% as of July 5
E-Z FINANCE: Case Summary & 14 Largest Unsecured Creditors

EAGLE ROCK: Moody's Corrects July 10 Ratings Release
EASTMAN KODAK: Proposes Bonuses for Doubling Bond Prices
EASTMAN KODAK: Retirees Fight Proposal to End Health Benefits
EIG INVESTORS: Debt Upsize No Impact on Moody's B2' CFR/PDR
ERNEST BONNER: July 18 Hearing Set on Interim Fee Application

FLOWSERVE CORP: S&P Raises Rating From 'BB+' on Good Performance
FOWLER'S FURNITURE: Files for Chapter 11 in Greenville, Tenn.
GABRIEL CAPITAL: Merkin Funds to Pay $110 Million to Investors
GSW HOLDINGS: Can Employ Global Valuation Services as Appraiser
HARDAGE HOTELS I: Creditors' Panel Can Hire Brinkman as Counsel
HARDAGE HOTELS I: Has Plan Filing Exclusivity Until Sept. 2

HAWKER BEECHCRAFT: Seeks Nod for Exclusive Talks With Superior
HAWKER BEECHCRAFT: $1.8-Bil Chinese Bid Stirs Up Security Concerns
HEALTHWAREHOUSE.COM INC: L. Miller Discloses 14.7% Equity Stake
HESS INDUSTRIES: Files for Chapter 7 Liquidation
HIGH PLAINS: Shuts Natural Gas Production Due to Low Prices

HUDSON VALLEY: Moody's Withdraws 'D+' Standalone BFSR
HUGHES TELEMATICS: Wellington Dilutes Ownership to 3.42%
INDIANA STEEL: Case Summary & 20 Largest Unsecured Creditors
INTERLINE BRANDS: S&P Assigns 'B-' Corporate Credit Rating
JC PENNEY: S&P Lowers Corporate Credit Rating to 'B+'

JEFFERSON COUNTY, AL: Assured Guaranty Wants Deadline for Plan
LDK SOLAR: Files Form F-3, Proposes to Sell $80MM Securities
LEE BRICK: Seeks Approval of Nicholls as Bankruptcy Counsel
LEHMAN BROTHERS: Klayman & Toskes Pursue Securities Arbit. Claims
LEVI STRAUSS: Reports $13.2 Million Net Income in Second Quarter

LSP ENERGY: Inks Deal With Bondholders Over $80MM Claim
LUMBER PRODUCTS: James G. Murphy Okayed as Auctioneer
LUMBER PRODUCTS: Chapter 11 Plan Due July 31
M WAIKIKI: Modern Honolulu Hotel Reorganization Plan Confirmed
MAGNA ENTERTAINMENT: Court Rejects Claim Over Santa Ana Lease

MAMMOTH LAKES: Creditor Says Town Ignored Settlement Offers
MDC 2: Case Summary & 3 Largest Unsecured Creditors
MEDICO INSURANCE: A.M. Best Raises Finc'l. Strength Rating to B+
MF GLOBAL: Customer Says Unauthorized Trades Were Made
MF GLOBAL: Customer Claims Worth 93% at Minimum

MOUNTAIN STATE: Moody's Lowers Rating on Revenue Bonds to 'B1'
NATIONAL SERVICE INDUSTRIES: Files for Chapter 7 Liquidation
NET ELEMENT: Unit Borrows US$4.6 Million from Sat-Moscow
NEW ENTERPRISE: S&P Cuts Corporate Credit Rating to 'CCC-'
NEWPAGE CORP: Bondholders Asks Court to Appoint Mediator

NORD RESOURCES: Sprott Inc. Cuts Stake to 2% of Total Shares
NORTEL NETWORKS: Creditors Irked by Slow Mediation Over $9BB
OAK CREEK: Voluntary Chapter 11 Case Summary
OVERSEAS SHIPHOLDING: S&P Cuts LT Corp. Credit Rating to 'CCC+'
PATRIOT COAL: Klayman & Toskes Probes on Behalf of Shareholders

PEMCO WORLD: Wants Plan Filing Deadline Moved to Oct. 31
PEREGRINE FINANCIAL: Bodenstein Named New Chapter 7 Trustee
PEREGRINE FINANCIAL: Sued By CFTC, Assets Frozen
PINNACLE AIRLINES: Agrees to Wind Down Colgan Air by Sept. 5
PLEASANT HILL: Voluntary Chapter 11 Case Summary

PMI GROUP: Deutsche Bank Discloses 4.51% Equity Stake
PREMIER PAVING: In Talks With Buyers, Wants Plan Extension
PONTIAC, MI: Fitch Affirms Low-B Rating on Two Bond Classes
PONTIAC CITY, MI: Fitch Gives B- Implied ULTO Rating, on Watch Neg
QUANTUM CORP: Expects $141 Million Revenue in June 30 Quarter

RH DONNELLEY: Executives Reach $2-Million ERISA Class Deal
ROBERTS HOTELS: BofA Says Hotels in Disrepair, Wants Lift Stay
ROUND TABLE PIZZA: Obtains Final Decree Closing the Case
RTW PROPERTIES: July 30 Set as General Claims Bar Date
RTW PROPERTIES: Section 341(a) Meeting Scheduled for July 27

SAGAMORE PARTNERS: Court Says Plan Unconfirmable; Rejects Outline
SAGAMORE PARTNERS: Court Denies Portion of Meland Russin Fees
SAHARA TOWNE: Has Access to Cash Collateral Until Aug. 14
SAHARA TOWNE: Disclosure Statement Hearing Aug. 22
SALANDER-O'REILLY: Arbitration Agreement Not Enforced vs. Trustee

SAN BERNARDINO: Voting to Bypass Mandated Mediation
SAN BERNARDINO: S&P Cuts Rating on Revenue Bonds to 'CC'
SANTA YSABEL RESORT: Hiring Levene Neale as Bankruptcy Counsel
SANTA YSABEL RESORT: Sec. 341 Creditors' Meeting on Aug. 7
SELECT TREE: Sec. 341(a) Meeting Adjourned Oct. 1

SHAMROCK-HOSTMARK: Section 341(a) Meeting Scheduled for Aug. 2
SIGNATURE GROUP: Glass Lewis Recommends Stockholders Vote
SKY LOFTS: Owners Face $50 Million Suit Over Soured Deal
STEREOTAXIS INC: To Effect a 1-for-10 Reverse Stock Split
SUPERVALU INC: S&P Puts 'B+' Corp Credit Rating on Watch Negative

THOMPSON CREEK: S&P Places 'B-' CCR on CreditWatch Negative
TOWNSEND CORP: Wins Approval to Sell to Paul Rusnak
TRIBUNE CO: Judge Expected to Enter Plan Ruling Today
TRIBUNE CO: Deadline to Remove Actions Extended to Oct. 31
TRIBUNE CO: Wins Approval to Deposit Funds Into Rabbi Trusts

TRIBUNE CO: 3 Ex-Workers Deposit 2010 MIP Awards
TWIN RIVER: S&P Gives $10MM Revolver 'BB+' Issue-Level Rating
UNIT CORP: Fitch Affirms Low-B Rating on Two Senior Debt Classes
UNIVERSAL BIOENERGY: To Hold Shareholder Conference Call Friday
VALENCE TECHNOLOGY: Files for Bankruptcy Protection

VOICE ASSIST: Rod Shipman Named to Board of Directors
WAGNER SQUARE: Involuntary Case Transferred to Judge Isicoff
WATERLOO RESTAURANT: Has OK to Hire Rochelle McCullough as Counsel
WESTERN POZZOLAN: Hearing on Cash Collateral Use Set for July 18
WIDEOPENWEST FINANCE: Moody's Affirms B2 CFR, Rates Bonds Caa1

WINTER GARDEN: S&P Cuts Rating on 1994 Revenue Bonds to 'B-'
WM. BOLTHOUSE: S&P Places 'B' CCR Rating on Watch Positive
XTREME IRON: Wants to Employ Gregory Mitchell as Attorney
XTREME IRON: Beta Wants Case Transferred to Eastern District

* S&P's Global Corporate Default Tally Rises to 42

* Arent Fox's Dubrow Sees Fresh Wave of Chapter 9 Bankr. Filings

* Michael Jones Leaves Katten Muchin to Join Holland & Knight

* BOOK REVIEW: John Hood's The Heroic Enterprise

                            *********

10-16 MANHATTAN: Has OK to Hire Rosen & Associates as Attorney
--------------------------------------------------------------
10-16 Manhattan Avenue LLC sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ the law firm of Rosen & Associates, P.C., as attorney nunc
pro tunc to May 24, 2012.

Rosen will, among other things, provide legal advice with respect
to the powers and duties of the Debtors as debtors in possession
in the operation and management of the Debtor's properties, and
represent the Debtors before the Court and at hearings on matters
pertaining to their affairs, as debtors in possession, including
prosecuting and defending litigated matters that may arise during
the case.

Rosen represented that its attorney billing rates range from $350
to $600 per hour and agreed to provide statements to the Debtors
on a monthly basis detailing its time charges by the tenth of an
hour and all expenses incurred.  Rosen's partner billing rate is
$600 per hour and its associates' billing rates range from $350 to
$450 per hour.

Sanford P. Rosen, Esq., principal shareholder of Rosen, attested
to the Court that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                   About 10-16 Manhattan Avenue

10-16 Manhattan Avenue LLC and 32 other entities, which own
residential apartment buildings in Manhattan, filed Chapter 11
bankruptcy petitions in Manhattan (Bankr. S.D.N.Y. Case Nos.
12-12261, 12-12264 to 12-12295) on May 24, 2012.  The Debtors are
owned by Praedium Fund VI, L.P. and Pinnacle Management Co. LLC.

Each Debtor claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) and owns a residential apartment building
that largely consists of rent-controlled and rent-stabilized
apartments.  The sole and managing member for each Debtor is PMM
Associates D-FXD LLC.

The Properties primarily are located in the Manhattan Valley
section of Manhattan in the low 100's on Riverside Drive and near
Central Park West. The Debtors purchased the Properties in 2005.

Judge Allan L. Gropper presides over the case.

Each Debtor's chapter 11 petition and corresponding schedules and
statement of financial affairs reflects an estimated fair market
value of the properties of $119 million; however, the value of the
Properties may be as high as $140 million, according to a court
filing.  The Debtors owe lender DG UWS Sub LLC $192.1 million in
principal plus $37.7 million in unpaid interest.  The Debtor
disclosed $7,160,877 in assets and $229,871,250 in liabilities as
of the Chapter 11 filing.

The Debtor's Pre-Negotiated Plan, included terms of the Settlement
Agreement which provides that (a) the Debtors will transfer,
subject to the Mortgage and all of the Properties' residential
leases, all of their title to and interest in each of the
Properties to a "buyer" designated by DG and (b) release DG,
Bluestar, and each of DG's designated buyers from all claims that
the Debtors have or could have asserted against them.


2655 BUSH: Can Continue Sale Efforts Until April 2013
-----------------------------------------------------
2655 Bush LLC dodged a bullet after Bankruptcy Judge Thomas E.
Carlson denied the request of lenders Sum M. Seto Properties, LLC
and Jenny P. Seto Properties, LLC, for relief from stay to
foreclose on a mixed-use building at 2655 Bush Street in San
Francisco.  The judge held that the Debtor does have equity in the
real property, and that the stay should remain in effect until
April 5, 2013 to afford the Debtor a reasonable opportunity to
sell the property, on condition that the Debtor make interest-only
adequate protection payments to the Lenders in the interim.

The Court directs the Debtor to make monthly interest payments on
the entire balance due at the contract rate (5.5%) as a condition
to the continuation of the automatic stay.

The Debtor purchased the Property from Seto in 2005 for $9.4
million.  The Debtor paid $3.0 million in cash and gave Seto a
$6.4 million promissory note secured by a deed of trust on the
Property.  The Note required the Debtor to make monthly interest-
only payments for six years, and to pay the entire principal
balance on Oct. 5, 2011.

The Debtor sought to demolish most of the existing structure and
to construct a new six-story apartment building.  In 2009, the
Debtor obtained from the City and County of San Francisco
entitlements to construct an 81-unit apartment building.  The
development of the Property was delayed for 27 months by a lawsuit
brought by Demas Yan.  This challenge was not resolved until
August 2011, when the California Supreme Court denied Mr. Yan's
petition for review of the Court of Appeals decision upholding the
entitlements.

After the legal challenge to the entitlements was resolved, the
Debtor did not have sufficient time to complete the development
and/or refinance the Note before the Note came due on Oct. 5,
2011.  The Debtor attempted to sell the Property, but was unable
to do so, and filed the present chapter 11 case on Feb. 8, 2012,
the day before a foreclosure sale scheduled by Seto.

Because this is a single-asset real estate case, the continuation
of the automatic stay is conditioned upon the Debtor making
monthly interest payments to the Lender.  The Debtor's principal,
Ernest McNabb, has consistently made the required payments from
his personal assets.

                Marketing Efforts, Chapter 11 Plan

The Debtor has actively attempted to market the Property during
the pendency of the chapter 11 case, but has thus far not been
able to close a sale.  The Debtor is currently in contract to sell
the Property for $14.975 million.  The buyer has until July 30,
2012 to complete the due diligence, and can back out of the
contract through that date.  The Debtor filed a chapter 11 plan
and disclosure statement on June 17, 2012.  The Plan provides that
the term of the Note, originally six years, will be extended by
approximately 2.5 years.  The Plan did not come for hearing on
confirmation before the final hearing on Seto's motion for relief
from stay.

The Lender's motion seeks relief from stay on two separate
grounds.  Seto first contends that the Debtor has no equity in the
Property, and that the Property is not essential to an effective
reorganization because the Debtor does not have sufficient
resources to complete the development, and because the proposed
development is inherently speculative.  Seto next contends that
cause exists to grant relief from stay, because the Debtor has
unduly delayed selling the Property.  Seto agrees that the Debtor
should be afforded a brief time to close the pending sale, but
does not agree to any continuance of the stay beyond Oct. 1, 2012.

Seto acknowledged that the Debtor has at least some equity in the
Property.  The parties agree that the balance due under the Note
is currently about $8.2 million.  Although one of Seto's
appraisers valued the Property at $7.6 million, the Lender's
second appraiser valued the Property at $8.6 million, and the
Lender stipulated that the Property is worth that amount,
indicating that the Debtor has a $400,000 equity in the Property.

A copy of the Court's July 9, 2012 Memorandum Decision is
available at http://is.gd/cU6a6Cfrom Leagle.com.

A full-text copy of the combined disclosure statement and plan is
available for free at:

            http://bankrupt.com/misc/2655_BUSH_plan.pdf

San Francisco, California-based 2655 Bush LLC owns a building and
associated parking garage located at 2655 Bush Street, at the
intersection of Divisadero Street, in San Francisco, California.

2655 Bush LLC filed for Chapter 11 (Bankr. N.D. Calif. Case No.
12-30388) on Feb. 8, 2012.  Judge Thomas E. Carlson presides over
the case.  The company disclosed assets of $15.04 million and
liabilities of $12.4 million.


4KIDS ENTERTAINMENT: Completes Sale of Yu-Gi-Oh! for $15 Million
----------------------------------------------------------------
4Kids Entertainment, Inc., and its subsidiaries, completed the
sale of certain of its assets pursuant to the Asset Purchase
Agreement, entered into on June 24, 2012, among the Company,
Kidsco Media Ventures LLC, an affiliate of Saban Capital Group,
and 4K Acquisition Corp., an affiliate of Konami Corporation.  In
connection with the consummation of those transactions, the Konami
Purchaser paid the Seller an aggregate amount equal to
$14,996,950, representing a base purchase price of $15,000,000,
less a $3,050 downward adjustment contemplated by the Asset
Purchase Agreement.  In addition, in connection with the
consummation of the transactions contemplated by the Asset
Purchase Agreement, the following payments were made by or on
behalf of the Company:

     (a) $1,000,000 was delivered to the escrow agent under the
         escrow agreements provided for in the Asset Purchase
         Agreement, to be used to satisfy any indemnification
         obligations that the Seller may have to either of the
         Purchasers pursuant to the provisions of the Asset
         Purchase Agreement;

     (b) $2,500 was paid to the escrow agent as the Seller's
         portion of fees payable to it for its performance of
         services as escrow agent under the escrow agreements;

     (c) $3,051,094 was paid to The CW Network LLC as a cure cost
         under the term sheet originally entered into with the CW
         as of Oct. 1, 2007, and amended as of Oct. 2, 2008, and
         June 23, 2010;

     (d) $429,000 was paid to Toei Animation as a cure cost;

     (e) $28,319 was paid to Twenty Three R.P. Associates as a
         cure cost;

     (f) approximately $21,241 was paid to satisfy cure costs
         under other agreements; and

     (g) $504,069 was paid to the Saban Purchaser in accordance
         with the terms of the Asset Purchase Agreement, with
         $475,920 representing an adjustment to the purchase price
         for the Saban Purchased Assets and $28,149 representing
         the Seller's share of national advertising proceeds from
         the broadcast of commercials during the second calendar
         quarter of 2012 on the five hour Saturday morning block
         of programs telecast on The CW Network.

The assets sold by the Company to the Konami Purchaser included,
inter alia, all of Seller's right, title and interest in and to
the business of Seller relating to and commercial use of Yu-Gi-
Oh!, the Japanese manga (also known as cartoon or comic) created
by Kazuki Takahashi and the related brand and franchise, as well
as other assets relating to the Konami Purchased Business.  4Kids
was party to an agreement with Konami Corporation, dated as of
Aug. 1, 2001, as amended by the First Amendment, dated Sept. 12,
2007, which agreement related to, inter alia, sales of Yu-Gi-Oh!
trading cards and videogames.  The Konami Agreement was included
as part of the Konami Purchased Assets transferred to the Konami
Purchaser in connection with the closing of the transactions
contemplated by the Asset Purchase Agreement on July 2, 2012.
Other than in respect of the consummation of the transactions
contemplated by the Asset Purchase Agreement, the Konami Agreement
and certain merchandise license agreements affecting the Yu-Gi-Oh!
Property which were transferred to the Konami Purchaser pursuant
to the Asset Purchase Agreement, there are no material
relationships between the Konami Purchaser, on the one hand, and
4Kids or any of its affiliates, directors or officers, or any
associates of any such directors, on the other.

The assets sold by the Company to the Saban Purchaser included,
inter alia, all of Seller's right, title and interest in and to
the television business of the Seller including the CW Agreement
and the television episodes and rights related thereto, as well as
other assets relating to the Saban Purchased Business.

                     About 4Kids Entertainment

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

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (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.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


ADVANCED HOMECARE: Moody's Withdraws 'B2' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to
Advanced Homecare Holdings, Inc. The ratings were withdrawn as the
company no longer has any rated debt outstanding following a
recent refinancing transaction.

The following ratings were withdrawn:

Corporate Family Rating at B2;

Probability of Default Rating at B2;

$25 million first lien revolving credit facility at B1 (LGD 3,
39%);

$106.5 million first lien term loan B at B1 (LGD 3, 39%);

$29 million second lien term loan at Caa1 (LGD 6, 90%)

The last rating action on Advanced Homecare was on October 27,
2008 when Moody's upgraded the company's Corporate Family Rating
to B2.

Ratings Rationale

The principal methodologies used in rating Advanced Homecare were
Global Business & Consumer Service Industry published in October
2010, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Advanced Homecare Holdings, Inc., (doing business as Encompass
Home Health), headquartered in Dallas, Texas, provides home
healthcare services primarily in the Texas and Oklahoma markets.
The company is the market leader within its target markets. The
company is owned by private equity firm, Thoma Cressey Bravo, Inc.


AE BIOFUELS: Acquires Cilion; Obtains New Loan from Third Eye
-------------------------------------------------------------
Aemetis, Inc., formerly known as AE Biofuels, Inc., has acquired
Cilion, Inc., including a 55 million gallon per year (mgy) ethanol
production plant located in Keyes, CA.

In 2010, Aemetis entered into a multi-year project and lease
agreement with Cilion to upgrade, restart, and operate the Cilion
biofuels plant.  Aemetis successfully retrofitted and then
restarted the plant in April 2011, and has achieved continuous
operations for more than one year.

The acquisition of Cilion advances Aemetis' plans to utilize the
existing ethanol plant's infrastructure to create a next-
generation biorefinery producing advanced biofuels and renewable
chemicals in addition to ethanol and animal feed products.

In addition to the Keyes, California ethanol plant, Cilion's other
assets include spare parts and equipment that will be used at the
plant.

In 2011, Aemetis acquired Zymetis, Inc., a biotechnology company
with a patented organism that enables the production of renewable
advanced biofuels and biochemicals.

"The acquisition of the Keyes plant accelerates our plan to expand
this world-class ethanol production facility into a next-
generation biorefinery capable of producing advanced renewable
fuels and biochemicals," said Eric McAfee, Chairman and CEO of
Aemetis.

In conjunction with the acquisition, Third Eye Capital, Aemetis'
existing senior lender, provided a $15 million term loan and an
$18 million working capital financing facility to assist Aemetis
in the acquisition and to provide ongoing working capital.

"Our substantial ongoing commitment to Aemetis is demonstrative of
our belief in the high quality assets and first-class team built
under Eric McAfee's leadership," said Arif Bhalwani, President and
CEO of Third Eye Capital.  "The acquisition of the Keyes plant
will allow Aemetis to accelerate the next phase of its renewable
fuels and chemicals strategy."

Specific details of the Cilion acquisition is available for free
at http://is.gd/4AdBaY

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.  The Company has not filed financial reports after
filing its Form 10-Q for the quarter ended Sept. 30, 2010.


ALEXANDER SRP: Assets Sold, Obtains Dismissal of Chapter 11 Case
----------------------------------------------------------------
Acting U.S. Bankruptcy Judge Lucinda B. Rauback granted Alexander
SRP Apartments LLC's request to dismiss its Chapter 11 case.

According to the order dated June 29, 2012, the Debtor has
transferred to LSREF2 Baron, LLC, all tenant deposits held by the
Debtor.  The Debtor has transferred to the trust account of
Kilpatrick, Townsend & Stockton LLP any and all remaining funds,
including amounts in the operating accounts and tax account, which
funds are no less than $304,253.  Scroggins & Williamson, P.C.,
will hold in its trust account the retainer in the amount of
$55,000 and Hunter Maclean Exley & Dunn, P.C., will hold in trust
the retainer of $13,797.  The parties will disburse the funds
pursuant to an agreement with the Debtor.

Early in the case secured lender LSREF2, an entity established by
Lone Star Funds, previously sought dismissal of the case and
lifting of the automatic stay, citing that the bankruptcy case was
filed in bad faith and pursuant to a prepetition forbearance
agreement, the Debtor agreed to the lifting of the automatic stay.
The Court granted Lone Star relief from the stay and Lone sStar
commenced advertising in May for a foreclosure sale.

Alexander SRP on May 21 filed a proposed Chapter 11 plan that
offers Lone Star a new secured note with 4% annual interest and
promises unsecured creditors full payment with 5% interest.  The
Debtor also filed an adversary proceeding seeking injunctive
relief in the form of an order reimposing the stay to prevent Lone
Star from foreclosing at the currently scheduled foreclosure sale
and to allow the Debtor to seek confirmation of the Plan.

On June 5, Lone Star sold the Debtor's property at a foreclosure
sale.

The Debtor as a result subsequently filed a motion dismissing the
case.  The Debtor, which was a single asset real estate, said it
has no other assets and thus there is nothing left to reorganize.

                  About Alexander SRP Apartments

Alexander SRP Apartments, the owner and operator of a 232-unit
apartment complex known as Odyssey Lake Apartments, located in
Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D.
Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.  The Debtor said it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B).

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter MacLean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq., at Scroggins & Williamson, P.C., serve as
counsel for the Debtor.  In its schedules, the Debtor disclosed
$23.2 million in total assets and $17.7 million in total
liabilities.  No committee of unsecured creditors has been
appointed in the case.


ALLEN FAMILY FOODS: Lender Gives Up $5 Million to Settle
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the secured lender to Allen Family Foods Inc. gave up
$5 million in settlement of a lawsuit begun in September 2011 by
the official creditors' committee.

The report recounts that the vertically integrated chicken
producer from Delaware sold the business in September to Korean
poultry producer Harim Co. Ltd.  After adjustments, the sale
produced $45.2 million.  Secured debt when the Chapter 11 case
began included $83.2 million on a term loan and revolving line of
credit with MidAtlantic Farm Credit ACA, as agent.  From the sale
proceeds, $30 million was held aside to abide the result of the
lawsuit by the creditors against MidAtlantic.

According to the report, bank agreed to settle by giving up $5
million from the sale proceeds.  The remainder of the escrowed
funds will be turned over to MidAtlantic.  The bank also agreed to
waive claims, so it won't share in any distribution to unsecured
creditors as a result of a deficiency claim.  The settlement comes
up for approval at a July 31 hearing in U.S. Bankruptcy Court in
Delaware.

                    About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

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

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.


ALTEGRITY INC: S&P Rates $75MM Revolver Credit Facility 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' issue rating and
'2' recovery rating to Falls Church, Va.-based Altegrity Inc.'s
$75 million revolving credit facility due November 2014.

"The '2' recovery rating reflects our expectation for 70% to 90%
recovery in the event of a payment default. The new revolver
replaced the prior $90 million revolving credit facility due in
August 2013. We are withdrawing our 'B' issue rating on the
company's prior $90 million revolving credit facility due in
August 2013," S&P said.

"All of our existing ratings on Altegrity, including the 'B-'
corporate credit rating, remain unchanged. Our long-term rating
outlook is stable. The corporate credit rating reflects our
analysis that the company's business risk profile will remain
"weak" and its financial risk profile will remain "highly
leveraged" for the foreseeable future. It also reflects our
expectation for the company to maintain an "adequate" liquidity
profile," S&P said.

"Our business risk assessment reflects our analysis that the
company is highly dependent on U.S. government spending, client
engagements with limited visibility, and employee turnover trends.
Our financial risk assessment incorporates our expectation for
financial policies to remain very aggressive and our forecast for
key financial ratios to remain indicative of a highly leveraged
financial risk profile, including leverage of between 7x and 8x,
funds from operations (FFO) to total debt of between 5% and 7%,
and EBITDA interest coverage of between 1.4x and 1.6x," S&P said.

Ratings List

Altegrity Inc.
Corporate Credit Rating           B-/Stable/--

New Rating

Altegrity Inc.
Senior Secured
  $75 mil revolver due 2014        B
   Recovery Rating                 2

Ratings Withdrawn
                                   To               From
Altegrity Inc.
Senior Secured
  $90 mil revolver due 2013        NR               B
   Recovery Rating                 NR               2


AMERICAN AIRLINES: USAir CEO Doug Parker to Discuss Merger Effort
-----------------------------------------------------------------
Doug Parker, chairman and CEO of US Airways, will discuss the
state of the airline industry and the impact of mergers during a
National Press Club luncheon on July 18. He will focus on US
Airways' effort to merge with American Airlines.

Parker's remarks follow a disclosure by AMR chairman and CEO Tom
Horton that American Airlines would now weigh merger proposals.
This marked a change in attitude for management at the Dallas-
based airline.  American previously had said that its goal was to
remain as a stand-alone carrier and if it entertained merger
proposals, it would wait until it completed its bankruptcy
reorganization.

US Airways has gained the support of American Airlines' three
unions and has wooed creditors with the message that a US
Airways/American combination would create the No. 1 airline
serving East Coast markets.  Parker says that with a larger
network of connections, a combined carrier would be in a better
position to compete nationally and internationally with United and
Delta airlines.

Doug Parker became chairman and CEO of US Airways, based in Tempe,
Ariz., following its merger with America West Airlines in
September, 2005.  Before the merger, he was chairman, president
and chief executive officer of America West Holdings Corporation.
He began his career as an executive at American Airlines in the
1980s.

The Press Club luncheon will begin promptly at 12:30 p.m.  Remarks
will begin at 1:00 p.m., followed by a question-and-answer session
ending at 2 p.m. Advance reservations should be made through (202)
662-7501 or reservations@press.org.  The cost of luncheon
admission is $19 for National Press Club members, $30 for their
guests, and $37 for the general public.  Tickets must be purchased
at time of reservation.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMK FOODSERVICES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: AMK Foodservices, Inc.
        dba Kaney Foods
        P.O. Box 1188
        820 Capitolio Way
        San Luis Obispo, CA 93406

Bankruptcy Case No.: 12-12606

Chapter 11 Petition Date: July 10, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Joseph M. Sholder, Esq.
                  GRIFFITH & THORNBURGH, LLP
                  8 E Figuerora St., Suite 300
                  Santa Barbara, CA 93101
                  Tel: (805) 965-5131
                  Fax: (805) 965-6751
                  E-mail: sholder@g-tlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-12606.pdf

The petition was signed by John P. Kaney, owner/CEO.


ARCAPITA BANK: Has Green Light to Implement Employee Programs
-------------------------------------------------------------
Arcapita Bank B.S.C. won U.S. bankruptcy court authority to
implement employee programs and pay (a) the Notice and Severance
Payments; (b) the Accrued Vacation Payments; (c) the Private
Pension Payments; (d) the Expatriate Expense Payments; and (e)
KERP and KEIP awards.  However, all payments, other than the KERP
and KEIP awards, will be reduced, via set-off, by the amount of
any outstanding Employee Loans; and, to the extent the aggregate
balance of Employee Loans outstanding to any Terminated Employee
(or other Employee terminated without cause during the Chapter 11
Cases) exceeds the amount of Notice and Severance Payments,
Accrued Vacation Payments, Private Pension Payments, and
Expatriate Expense Payments otherwise due to such Employee, the
excess balance of Employee Loans (after applying the Employee
Loans to offset completely such payments otherwise due to such
Employee) may be forgiven by the Debtors acting with Committee
consent or further Court order.

The Debtors are further authorized to take any other actions
necessary to implement the KERP, KEIP and Severance Program (for
all Employees terminated without cause during the Chapter 11
Cases.

The KEIP Performance Goals, as approved by the Court, include the
completion of a business plan and delivery of the same to the
Committee by Aug. 15, 2012, the filing of a chapter 11 plan by
Oct. 1, 2012, and the completion of the reduction in force
contemplated by the Debtors.

The Debtors also are authorized to make payments under a
discretionary pool under the KERP in amounts not to exceed
$300,000, in aggregate; provided that, no Employee may receive
more than $30,000 in aggregate discretionary KERP payments absent
Committee consent, which consent will not be unreasonably
withheld.

The June 26, 2012 edition of the Troubled Company Reporter
published a summary of the revised terms of the KERP, KEIP and
Severance Program.

                       About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March
19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita
that previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage
I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural
Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.


ARTE SENIOR: Lender Says Unsecured Creditors Out of the Money
-------------------------------------------------------------
SMA Portfolio Owner L.L.C. is disputing the request of Arte Senior
Living L.L.C. to use cash collateral and obtain postpetition
financing.  SMA Portfolio Owner said the bankruptcy case, which
was filed on the morning of a scheduled foreclosure auction, is
nothing more than a litigation tactic to forestall SMA from
exercising its legal rights.  As SMA will demonstrate in due
course, both the Debtor's equity holders and unsecured creditors
are out of the money.

SMA asserts a claim against the Debtor, allegedly secured by the
Debtor's retirement facility, in the principal amount of
$34,262,660, as purported successor in interest to Bank of America
with respect to a Construction Loan Agreement of Jan. 17, 2008.
SMA said its secured claim is undersecured, and the unsecured
portion of its claim will dwarf any other unsecured claim against
this estate.  SMA also said the Debtor simply will not be able to
propose a confirmable plan without the Lender's consent.

"Thus, the commencement of this chapter 11 case ultimately will
lead to an unnecessary waste of the estate's limited resources and
harm the interests of the Debtor's most significant creditor," SMA
said.

Arte Senior Living, however, has said in court filings that,
according to an appraisal prepared by Health Trust, LLC, as of
Sept. 20, 2010, its retirement facility was worth $49,400,000.
The Debtor noted that, based upon the Appraisal, there is
$15,137,340 in equity in the Property.

Arte Senior Living is seeking Court authority to borrow on a
revolving basis, up to $500,000 from its members, ASL Investments,
LLC and SD Holdings, LLC, to be used to pay the Debtor's ordinary
and necessary operating expenses.  The Debtor said the DIP Line of
Credit is a short-term line of credit facility, maturing in 90
days, intended to ensure the payment of those expenses critical to
the Debtor's ongoing operations, while the Debtor negotiates more
permanent financing to support the preparation and confirmation of
a plan of reorganization.

As an incentive to provide the DIP Line of Credit, the DIP Lenders
will be given a super-priority administrative expense claim
pursuant to 11 U.S.C. Sec. 364(c)(1), which will entitle the DIP
Line of Credit to be repaid in advance of any other administrative
expenses.  This priority and the other terms of the DIP Line of
Credit, the Debtor said, are prerequisite to Lenders' willingness
to extend credit.

At the present time, the Debtor said its operating income is not
sufficient to pay its operating expenses.  The principals of the
Debtor are willing to fund the shortfall, on an interim basis
without collateral and at an interest rate -- 7% per annum -- that
is far below what would be charged by a third party.

Because the DIP Financing is unsecured, the Debtor said it does
not put the Debtor's primary lender in any jeopardy, and in fact,
is beneficial to the Lender.  The DIP Line of Credit will prevent
the serious harm to the Debtor's estate and the interests of
creditors that would inevitably accompany an unavailability of
operating capital.

The DIP financing doesn't require periodic payments.  Principal
and accrued interest is due upon maturity.

ASL Investments, LLC, is a member holding a 33.33% interest in the
Debtor, and SD Holdings LLC, is a member holding a 67.67% interest
in the Debtor.

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of approximately
128,514 square feet of rentable living space.  The Property is
managed by Encore Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.

SMA Portfolio Owner L.L.C. is represented by:

          David D. Cleary, Esq.
          Kevin J. Morris, Esq.
          GREENBERG TRAURIG, LLP
          2375 East Camelback Rd., Suite 700
          Phoenix, AZ 85016
          Telephone: (602) 445-8000
          Facsimile: (602) 445 8100
          E-mail: clearyd@gtlaw.com
                  morriskj@gtlaw.com

               - and -

          John H. Bae, Esq.
          Denise J. Penn, Esq.
          Alexandra Aquino-Fike, Esq.
          GREENBERG TRAURIG, LLP
          200 Park Avenue
          New York, NY 10166
          Telephone: (212) 801-9200
          Facsimile: (212) 801-6400
          E-mail: baej@gtlaw.com


ARTE SENIOR: US Trustee Seeks to Name Patient Care Ombudsman
------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for District of Arizona, asks
the Bankruptcy Court to appoint a patient care ombudsman in the
case of Arte Senior Living, LLC.

Section 333(a)(1) of the Bankruptcy Code provides that if a debtor
in a case under chapter 7, 9 or 11 is a "health care business",
the court shall order, not later than 30 days after the
commencement of the case, the appointment of an ombudsman to
monitor the quality of patient care and to represent the interests
of the patients of the health care business, unless the court
finds that the appointment of such ombudsman is not necessary for
the protection of patients under the specific facts of the case.

Sections 101(27A)(B)(ii)(III) and (IV) of the Bankruptcy Code
includes within the definition of "health care business" any long-
term care facility, including any assisted living facility or
home for the aged.

The U.S. Trustee notes Arte Senior Living operates a senior
independent and assisted living facility.  Specifically, the
Debtor has advised the U.S. Trustee that of the 170 units, 18 are
dedicated to "assisted living."  Of the 47 units currently
occupied, six are "assisted living," and those clients are roughly
between the ages of 80 to 82 years-old.  The U.S. Trustee noted
the level of care provided at the Debtor's facilities ranges to
all levels, which include helping with medication; dressing;
bathing; scheduling medical appointments; providing routine health
monitoring and wellness checks with a Licensed Nurse; and for
additional costs, caring and managing incontinence and assisting
with ambulation, daily transfers, and medical escort.

Unless the Court finds that an ombudsman is not necessary for the
protection of patients under the specific facts of the case, a
patient care ombudsman should be appointed, the U.S. Trustee said.
She also added that pursuant to 11 U.S.C. Sec. 333(a)(2)(A),
she'll appoint a disinterested person to serve as ombudsman.

Meanwhile, the Bankruptcy Court on July 5 granted the Debtor
permission to employ the law firm of Polsinelli Shughart as
Chapter 11 counsel.

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of approximately
128,514 square feet of rentable living space.  The Property is
managed by Encore Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.


ARTE SENIOR: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
Arte Senior Living LLC has filed with the Bankruptcy Court a list
of creditors holding 20 largest unsecured claims, disclosing:

     Creditor                              Claim Amount
     --------                              ------------
SHAMROCK FOODS COMPANY                       $10,658.96
PO BOX 52438
PHOENIX, AZ 85072-2438

GALBUT & GALBUT, P.C.                         $7,934.15
C/O MARTIN GALBUT
2425 E. CAMELBACK RD.,
SUITE 1020
PHOENIX, AZ 85016

AMERIPRIDE LINEN & APPAREL SERVICES           $7,331.59
6025 W. VAN BUREN
PHOENIX, AZ 85063-4548

ADP, INC.                                       $524.78

AIRPARK SIGNS & GRAPHICS                        $538.44

ARIZONA ELEVATOR SOLUTIONS                    $1,428.50

BOB NAGEL                                       $519.98

CINTAS CORP. LOC 696                            $442.00

CRYSTAL CLEAN POOL SERVICE & REPAIR             $894.39

DESERT STAR LANDSCAPING                         $810.00

GRAINGER                                        $307.29

HD SUPPLY FACILITIES MAINTENANCE              $1,064.42

HOFFMAN SOUTHWEST CORP.-ROTO ROOTER             $329.29

LANMOR SERVICES, INC.                           $435.00

MOLLET PRINTING                                 $504.00

SPECIALTY CLEANING SERVICES                     $322.00

SW WATER SERVICE                                $978.02

TEMPE MECHANICAL                              $2,403.24

WEST-LITE SUPPLY CO., INC.                      $959.77

WIST OFFICE PRODUCTS CO.                        $448.43

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of approximately
128,514 square feet of rentable living space.  The Property is
managed by Encore Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.


ATLANTIS OF JACKSONVILLE: Will Pay Creditors in Full From Income
----------------------------------------------------------------
The Atlantis of Jacksonville Beach, Inc., has filed a disclosure
statement in support of its first amended plan of reorganization
dated June 19, 2012.

The hearing on the disclosure statement is scheduled on Aug. 1,
2012, at 3:00 P.M.

The Plan proposes to pay creditors of the Debtor from future
income of the Debtor derived from income generated from the
business that the Debtor owns.  The Plan provides for 3 classes of
secured claims; 1 class of unsecured claims; and 1 class of equity
security holders.  Unsecured creditors holding allowed claims will
receive distributions, which the proponent of the Plan has valued
at approximately 100 cents on the dollar.  The Plan also provides
for the payment of administrative and priority claims either upon
the effective date of the Plan or as allowed under the Bankruptcy
Code.

The classification and treatment of claims under the plan are:

     A. Class 1 (Internal Revenue Service) will be paid $100 per
        month until paid in full to the extent any sums owed.  The
        total amount with interest will be paid in full within 60
        months of petition date.

     B. Class 2 (CenterState Bank) will be paid interest only
        payment of $21,864.96 commencing June 1, 2012, for a term
        of 24 months; followed by Principal and Interest payment
        of $31,316 for a period of 60 months.  After the
        expiration of 84 months from June 1, 2012, the loan will
        balloon and be payable in full to this creditor.

     C. Class 3 (Michael Corrigan) will be paid $9,317.29 per
        month for 60 months.

     D. Class 4 (CenterState Bank) the property securing the loan
        is worth amount of loan amount of $4,999,987 and will be
        surrendered in satisfaction of entire debt.

     E. Class 5 (Unsecured Claims) will receive pro rata
        distribution of $551.71 per month until unsecured claims
        paid 100% of allowed claims (approximately 60 months).

     F. Class 6 (Equity Holder) will receive no distribution by
        way of dividend until all of the foregoing Classes are
        paid in full.

A full-text copy of the disclosure statement is available for
free at: http://ResearchArchives.com/t/s?77a8

                About Atlantis of Jacksonville Beach

The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach,
Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-01553) on March 9, 2012.

Judge Paul M. Glenn oversees the case.  The Law Offices of Mickler
& Mickler serves as the Debtor's counsel.

Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and
$6,592,590 in liabilities.  The petition was signed by Chris
Hionides, president.

Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr.
M.D. Fla. Case. No. 10-05199) on June 15, 2010.  Neptune Beach,
Florida-based Shoppes of Lakeside holds title to and generates
income from residential and commercial buildings and unimproved
land in Duval County.  The Debtor owns 45 commercial properties
and 10 residential properties.  The Law Offices of Mickler &
Mickler represents the Debtor as counsel.  The Company disclosed
$39,894,050 in assets and $37,748,101 in liabilities.


BAMBOO ABBOTT: Avoidance Suit v. Elegant Windows Goes to Trial
--------------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan rejected a motion for summary
judgment filed by Daniel Straffi, the Chapter 7 Trustee of Bamboo
Abbott, Inc., on Counts I and II of his adversary proceeding
against Elegant Windows, Inc., which seeks to recover certain
transfers pursuant to 11 U.S.C. Sections 547 and 549.  The central
issue before the Court is whether certain transfers received by
Elegant should be avoided or whether Elegant was acting as a "mere
conduit" between the Debtor and Beautiful Window Enterprise Co.,
Ltd., one of the Debtor's creditors, when it received the
transfers.

The Chapter 7 Trustee argues that certain statements contained in
Elegant's proofs of claim -- i.e., that Elegant filed the proofs
of claim on behalf of itself and that the relationship between
Beautiful Window and Elegant called for monies owed by the Debtor
to Beautiful Window to be paid directly to Elegant -- prove that
Elegant is a direct creditor of the Debtor and not a "mere
conduit" between the Debtor and Beautiful Window.  Elegant argues
that there is a question of fact as to the relationship between
the Debtor, Elegant, and Beautiful Window, which would defeat
summary judgment at this stage of the proceedings.

According to the Court, at a minimum, Elegant has raised a factual
dispute as to the relationship of the parties which cannot be
resolved at the summary judgment stage.

A copy of the Court's July 5, 2012 decision is available at
http://is.gd/El2Vsqfrom Leagle.com.

Gregory W. Hauswirth, Esq. -- ghauswirth@thorpreed.com -- at Thorp
Reed & Armstrong, LLP, in Wilmington, Delaware; and Matthew
Garrett Maben, Esq. -- mmaben@forsheyprostok.com -- at Forshey &
Prostok, LLP, in Fort Worth, Texas, represent Elegant Windows,
Inc.

                        About Bamboo Abbott

Edison, New Jersey-based Bamboo Abbott, Inc., dba Prestige Window
Fashions, filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No.
09-28689) on July 19, 2009.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, represented the Debtor in its
restructuring efforts.  In its petition, the Debtor estimated
assets and debts both ranging from $10 million to $50 million.
The Court entered an order converting the Debtor's case to a
Chapter 7 proceeding on March 2, 2010, and, on March 4, 2010,
appointed Daniel E. Straffi, Esq., at Straffi & Straffi, as the
Chapter 7 trustee.


BEAZER HOMES: Fitch Rates $275MM 2nd Lien Sr. Secured Notes 'B+'
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR1' rating to Beazer Homes USA,
Inc.'s (NYSE: BZH) proposed offering of $275 million principal
amount of second lien senior secured notes due 2018.  Proceeds
from the notes offering will be used to fund or replenish the cash
that is expected to be used to fund the redemption of the
company's $250 million 12% senior secured notes due 2017.

The ratings for BZH are influenced by the company's execution of
its business model, land policies, geographic diversity, and
adequate liquidity position.  While Fitch expects better prospects
for the housing industry this year, there are still significant
challenges facing the housing market, which are likely to
meaningfully moderate the early stages of this recovery.
Nevertheless, BZH has the financial flexibility to navigate
through the still challenging market conditions and continue to
selectively and prudently invest in land opportunities.

Fitch has raised its housing forecasts for 2012 since the
beginning of the year.  However, the forecast still assumes a
relatively modest rise off a very low bottom.  Fitch forecasts
single-family housing starts to increase about 12%, with single-
family new home sales to expand approximately 10%.

During the past four quarters, the company has demonstrated
significant improvement in new home orders, closings and backlog.
For its fiscal third quarter ending June 30, 2012, BZH expects to
report a 28% improvement in net orders, a 40% growth in home
closings, and a 33% increase in unit backlog.

As of March 31, 2012, BZH had adequate liquidity with unrestricted
cash of $257 million.  The company recently enhanced its liquidity
position with the offering of $164 million of common stock and
tangible equity units.  The company issued 22 million shares of
its common stock at a price of $2.90 per share, resulting in net
proceeds of $60.1 million.  Additionally, the company issued 4
million shares of 7.5% tangible equity units at $25 each,
resulting in net proceeds of $96.5 million.  The company has
granted the underwriters a 30-day option to purchase up to an
additional 600,000 tangible equity units and 3.3 million shares of
common stock.  BZH intends to use the proceeds from these
offerings for growth capital, including for approximately $100
million of potential land investments in Florida, California,
Texas, North Carolina and Arizona, and for general corporate
purposes, including the repayment of outstanding debt.

In addition to the equity offerings, BZH has also negotiated a
commitment letter with four financial institutions for a proposed
$150 million secured revolving credit agreement, which would
replace the company's existing $22 million facility.

BZH increased land and development expenditures in 2011 following
four years of reduced spending.  The company spent approximately
$221.6 million on land and development during fiscal 2011 compared
with $182.7 million expended in fiscal 2010.  Through the first
half of fiscal year 2012 (ending March 31, 2012), BZH spent
roughly $100 million on land and land development compared with
$123.7 million spent during the first half of fiscal 2011.  Given
the improvement in the overall housing market, BZH expects to
pursue growth in new communities more aggressively going forward.
Fitch is comfortable with this strategy given the company's
enhanced liquidity position and the fact that BZH has no major
debt maturities until 2015, when $172.5 million of senior notes
become due.  Furthermore, management has demonstrated in the past
that it is capable of pulling back on land and development
spending when necessary.

At March 31, 2012, the company controlled 25,617 lots, of which
83.8% were owned and the remaining lots controlled through
options. Based on the latest 12 month closings, BZH controlled 6.6
years of land and owned roughly 5.6 years of land. The company's
owned lot position includes 5,079 finished lots (or 23.7% of total
owned lots), giving the company some discretion and flexibility in
controlling its land and development spending.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.  Negative rating actions
could occur if the anticipated recovery in housing does not
materialize and the company prematurely steps up its land and
development spending, leading to consistent and significant
negative quarterly cash flow from operations and diminished
liquidity position.  In particular, Fitch will review the
company's ratings if the company's liquidity position
(unrestricted cash plus revolver availability) falls below $200
million.  Beazer's ratings are constrained in the intermediate
term due to weak credit metrics and high leverage.

Fitch currently rates BZH as follows:

  -- IDR 'CCC';
  -- Secured revolving credit facility 'B+/RR1';
  -- Second lien secured notes 'B+/RR1';
  -- Senior unsecured notes 'CCC/RR4';
  -- Convertible subordinated notes 'C/RR6';
  -- Junior subordinated debt 'C/RR6'.

The Recovery Rating (RR) of 'RR1' on Beazer's secured credit
revolving credit facility and second-lien secured notes indicates
outstanding recovery prospects for holders of these debt issues.
The 'RR4' on Beazer's senior unsecured notes indicates average
recovery prospects for holders of these debt issues.  Beazer's
exposure to claims made pursuant to performance bonds and joint
venture debt and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured
debtholders.  The 'RR6' on the company's mandatory convertible
subordinated notes and junior subordinated notes indicates poor
recovery prospects for holders of these debt issues in a default
scenario.  Fitch applied a liquidation value analysis for these
RRs.


BEAZER HOMES: Moody's Affirms 'Caa2' CFR, Rates Sr. Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service affirmed the Caa2 corporate family and
probability of default ratings of Beazer Homes USA, Inc. At the
same time, Moody's assigned a B3 rating to the company's $275
million of new senior secured notes due 2018, proceeds of which
will be used to replenish cash that will be deployed to fund the
redemption of the $250 million of senior secured notes due 2017.

The following rating actions were taken:

$275 million of new senior secured notes due 2018 assigned a B3
(LGD3, 31%)

Corporate family rating affirmed at Caa2;

Probability of default rating affirmed at Caa2;

$250 million of existing 12% senior secured notes due 2017 lowered
to B3 (LGD3, 31%) from B2 (LGD2, 24%), with this rating to be
withdrawn upon its redemption;

$172.5 million of existing 6 7/8% senior unsecured notes due 2015
affirmed at Caa3 (LGD5, 72%) [vs. Caa3 (LGD4, 67%)];

$172.9 million of existing 8 1/8% senior unsecured notes due 2016
affirmed at Caa3 (LGD5, 72%) [vs. Caa3 (LGD4, 67%)];

$300 million of existing 9 1/8% senior unsecured notes due 2018
affirmed at Caa3 (LGD5, 72%) [vs. Caa3 (LGD4, 67%)];

$250 million of existing 9 1/8% senior unsecured notes due 2019
affirmed at Caa3 (LGD5, 72%) [vs. Caa3 (LGD4, 67%)];

Speculative grade liquidity assessment affirmed at SGL-3;

All of Beazer's debt is guaranteed by its principal operating
subsidiaries.

Ratings Rationale

Even though these debt and refunding transactions as well as the
company's concurrent equity offerings are credit positive, the
rating on the senior secured notes is being lowered to B3 from B2
solely because of the changes in the relative proportion of the
various debt instruments in the capital structure, which includes
the upsizing of the (unrated) first lien senior secured revolving
credit facility from $22 million to $150 million. With a larger
amount of first-lien bank debt above the senior secured (second
lien) notes and less support below it (from prior transactions),
the notching of the second lien senior secured notes above the
corporate family rating becomes compressed.

The Caa2 corporate family rating reflects Moody's expectation that
Beazer's operating and financial performance, while improving,
will remain weak through fiscal 2013. More specifically, Moody's
assumes that elevated debt leverage and on-going operating losses
will continue over this time period. In addition, Moody's expects
that Beazer's cash flow generation will continue to be weak in
fiscal 2012 and 2013, as the benefits of inventory liquidation
have largely played out and the company pursues land investments.

At the same time, Moody's can, for the first time, see a path to
profitability if the current order rates stay strong, margins
continue to strengthen, and the company can leverage its current
equity offerings to accelerate its new community count. In
addition, the ratings are supported by the company's extended debt
maturity profile and strengthened liquidity. Moody's also
recognizes that impairments and other charges are likely to be
less material going forward.

The stable rating outlook indicates that although Moody's does not
foresee a macro environment in the coming year that would
materially help the company's financial metrics, Moody's still
expects Beazer's operating performance to improve.

The outlook and/or ratings could come under pressure if the
company were to deplete its cash reserves either through sharper
than expected operating losses or through a sizable investment or
other transaction.

The outlook and/or ratings could improve if the company's road to
profitability becomes more visible, and it can maintain adequate
liquidity, continue to grow its tangible equity base, and reduce
adjusted debt leverage to below 65%.

The principal methodology used in rating Beazer Homes USA, Inc.
was the Global Homebuilding Industry Methodology published in
March 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 16 states. Total revenues and consolidated net loss,
both from continuing operations, for the 12 months ended March 31,
2012 were approximately $888 million and $(135) million,
respectively.


BEAZER HOMES: S&P Rates Proposed $275MM Sr. Secured Notes 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and '2'
recovery rating to Beazer Homes USA Inc.'s proposed $275 million
senior secured notes due 2018.

"Our '2' recovery rating indicates our expectation for a
substantial recovery (70%-90%) in the event of default. The
company intends to use proceeds from the debt offering to
refinance existing, higher-cost secured debt. The proposed
financing follows a recent equity offering of common equity and
tangible equity units that raised an aggregate $164
million. Substantially all of the company's existing subsidiaries
will jointly and severally guarantee the proposed senior secured
notes. The collateral for the notes and guarantees will be secured
by most of the company's tangible and intangible assets and will
be effectively subordinated to the company's existing revolving
credit facility," S&P said.

"The company intends to use proceeds from both note offerings to
fund or replenish cash that we expect Beazer to, in turn, use to
redeem Beazer's 12% senior secured notes due 2017. Our current
ratings on Beazer reflect the homebuilder's "vulnerable" business
risk profile, which mirrors our expectations for a slow and uneven
recovery in the U.S. housing sector that we believe will constrain
profitability over the  next 12 months. We consider Beazer's
financial risk profile to be "highly leveraged," given the
company's heavy debt load. The company's currently adequate
liquidity position has been further supported by the recent equity
offering, in our view, and the proposed debt refinancing could
moderately reduce Beazer's current heavy interest burden," S&P
said.

"Our current rating outlook on Beazer is negative. We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said.

"Alternatively, we would consider a stable outlook if Beazer
comfortably meets our base-case expectations for operating
results,  addresses any potential covenant pressures, and
maintains adequate liquidity," S&P said.

Ratings List

Beazer Homes USA Inc.
Corporate credit rating                   B-/Negative

New Ratings

Beazer Homes USA Inc.

$275 million sr secured notes due 2018    B
  Recovery rating                          2


BHI INTERNATIONAL: Court Encourages Hiring of Local Counsel
-----------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., in Washington D.C. denied
the request of BHI International, Inc., to employ James P. Wohl,
Esq., as special counsel to litigate a pending adversary
proceeding.  Judge Teel said Mr. Wohl is a member of the
California bar with offices in Los Angeles, California, and is not
a member of the bar of the United States District Court for the
District of Columbia.  He has no prior connection to the debtor.

Judge Teel said Mr. Wohl's employment would carry with it the
necessity of employment of a member of the bar of the United
States District Court for the District of Columbia to sign any
papers Mr. Wohl files in the adversary proceeding.  In turn, by
signing any such paper, that local counsel would be certifying
under Fed. R. Bankr. P. 9011(a) that the motion is well founded
under the standards of that rule, thus presumably resulting in
such local counsel not signing the paper without fully examining
its legal and factual contentions.

According to Judge Teel, there are plenty of competent attorneys
in the Washington, D.C. metropolitan area who are members of the
bar of the district court and who can represent the debtor in the
adversary proceeding without the estate incurring:

     -- the charges Mr. Wohl would make for trans-continental
        travel time billed at $475 per hour,

     -- the charges Mr. Wohl would charge for transportation,
        lodging and meals when traveling here for hearings, and

     -- the expense of compensation of a local counsel who must
        examine and sign papers filed by Mr. Wohl on behalf of the
        debtor in the adversary proceeding.

"The debtor's application includes no justification for how, in
light of those added costs that the employment of Wohl would
entail, its decision to employ Wohl as its special litigation
counsel can represent a permissible exercise of business
judgment," the judge said.

The judge added, "Of course, there are instances in which it makes
sense to employ an attorney even though he is not a member of the
bar of the district court, as the expense of local counsel is not
a major expense. Nevertheless, the expense of local counsel that
employing Wohl would entail only adds to the expenses that the
estate would incur because of Wohl being located in California and
charging for his travel time and expenses."

The Debtor's application seeks authorization of the employment on
the terms of the retainer agreement attached to the application.
Among other things, the agreement calls for mandatory arbitration
in California of fee disputes and claims of malpractice; calls for
payment of interest on fees not paid within 30 days of billing;
calls for Mr. Wohl to be reimbursed for his travel expenses; calls
for his travel time to be compensated at his $475 hourly rate; and
calls for Mr. Wohl to be authorized to endorse checks received by
the debtor in the adversary proceeding.  The application proposes
to pay Mr. Wohl a $10,000 retainer, only a small part of which
would come from a principal of the debtor.

Two creditors (one of whom is the remaining defendant in the
adversary proceeding) have opposed the motion. The debtor has not
reacted to the oppositions by filing a reply, or an amended
application.

A copy of the Court's July 11, 2012 Memorandum Decision and Order
is available at http://is.gd/TWNiUFfrom Leagle.com.

BHI International, Inc., in Washington, DC, filed for Chapter 11
bankruptcy (Bankr. D. D.C. Case No. 12-00039) on Jan. 24, 2012.
The Law Offices of William C. Johnson, Jr., Esq., serves as the
Debtor's counsel.  The Debtor scheduled assets of $5,006,200 and
liabilities of $2,428,900.  The Company's list of its four largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/dcb12-00039.pdf The petition was
signed by Jason Saunders, president.


BLITZ USA: Court Green Lights EBITDA-Based 2012 Bonus Plan
----------------------------------------------------------
Bankruptcy Judge Peter J. Walsh granted Blitz USA, Inc.'s amended
motion seeking authorization to make payments associated with an
EBITDA-based employee bonus plan for Fiscal Year 2012.  The Court,
in ruling for the Debtors, said the Bonus Plan is an ordinary
course transaction.

The Official Committee of Unsecured Creditors filed an objection,
arguing that the Bonus Plan is not an ordinary course transaction
and is not justified by the facts and circumstances of this case.
The U.S. Trustee also filed an objection, taking issue with the
amount of payments designated for certain insiders.

Parameters of the Bonus Plan:

     -- The Bonus Plan's parameters and targets were set prior
        to the commencement of FY 2012 and prior to the filing of
        the bankruptcy petition.

     -- The Compensation Committee sets the EBITDA targets so that
        employee total compensation levels, on average, will be
        competitive with the market once three targets are hit.

     -- In previous years (2008 through 2011), the first EBITDA
        target was $6 million. The second target was $9 million,
        and subsequent targets increased in $3 million increments.

     -- In 2008, one EBITDA target was hit, and approximately
        $533,620 was paid to employees. Three targets were hit in
        each 2009 and 2010, for total payments of $1.6 million and
        $1.75 million, respectively. In 2011, none of the targets
        were met and so no bonuses were paid.

     -- In the Bonus Plan, the first EBITDA target is $5 million
        with $2.5 million incremental targets.

     -- The 2012 targets were lowered due to the spinoff of F3
        Brands.  The bonus plans in 2008 through 2011 included
        F3 Brands, which made up roughly one-third of the combined
        company's sales.  After F3 Brands was spun off, the
        Compensation Committee reduced the first EBITDA target
        for Blitz to $5 million, from the pre-spinoff level of
        $6 million. Although no written analysis was done to
        arrive at the reduced target, $5 million was chosen to
        reflect the loss in sales but account for Blitz's greater
        efficiency and better margins.

     -- All Blitz employees are eligible for the Bonus Plan.

     -- As in previous years, the Bonus Plan divides employees
        into five levels, depending on their job functions. The
        Compensation Committee determines the levels, subject to
        the approval of Rocky Flick, President and CEO of Blitz,
        and the Board.

     -- The levels determine each employee's bonus, as a
        percentage of his or her base salary.  Level 1 employees
        would receive 4% of their base salary each time a bonus
        target is hit, while the sole Level 5 employee, Mr. Flick,
        would receive 67% of his base salary.

With the Motion, Debtors are seeking approval for the payments
associated with meeting only the first two EBITDA targets.  Only
the first target has been reached.  The achievement of each target
would result in a total payout of approximately $427,000.

The DIP lenders have not objected to the Motion, and indicated to
Mr. Flick that "they would be in support of paying the first
incentive."  Fernando Maddock, director at Zolfo Cooper, the
Debtors' restructuring firm, also testified that the lenders have
expressed their approval.

A copy of Judge Walsh's July 9, 2012 Memorandum Opinion is
available at http://is.gd/4q87b8from Leagle.com.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.


BON-TON STORES: Moody's Alters Default Probability Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service revised The Bon-Ton Stores, Inc.'s
Probability of Default Rating to Caa1/LD from Caa3. The Caa1/LD
rating reflects the company's exchange of $330 million of new
senior secured notes due 2017 for $330 million of its unsecured
notes due 2014. The LD designation indicates that a limited
default on the company's 2014 notes has occurred, as Moody's deems
that this transaction is a distressed exchange. The LD designation
will be removed in approximately 3 business days.

Moody's also affirmed the company's Corporate Family Rating at
Caa1 and affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014. Moody's also upgraded the rating of the
company's $330 million senior secured notes due 2017 to Caa1 from
(P) Caa2. The rating outlook remains negative.

The following ratings were affirmed (and LGD assessments amended):

Corporate Family Rating at Caa1

$134 million (reduced from $464 million following the conclusion
of the exchange offer) senior unsecured notes due 2014 at Caa3
(LGD 5, 84% from LGD 5, 88%)

The following rating was revised:

Probability of Default Rating to Caa1/LD from Caa3 (the LD
designation will be removed in approximately 3 business days)

The following rating was upgraded:

$330 million senior secured notes due 2017 to Caa1 (LGD 4, 54%)
from (P) Caa2 (LGD 4, 59%)

Ratings Rationale

The affirmation of the company's Caa1 Corporate Family Rating
reflects the company's persistent negative trends in sales and
operating margins and uncertainties that the company's strategies
to reverse these trends will be effective. The rating also
reflects the company's high financial leverage and thin interest
coverage Debt/EBITDA (incorporating Moody's standard analytical
adjustments) was near 7.0 times for the LTM period ending
4/28/2012 and EBITDA less capital expenditures is barely
sufficient to cover reported interest costs. Bon-Ton's ratings
also reflect the company's good overall liquidity position
following the conclusion of the exchange offer, which meaningfully
reduced the company's 2014 debt maturities.

The company's Speculative Grade Liquidity rating of SGL-2 reflects
the company's good near tem liquidity profile. Moody's expects the
company to maintain modestly positive free cash flow (which in
2012 will benefit from receipt of a one-time payment of
approximately $50 million as part of its new credit card
arrangements). Bon-Ton now has approximately $134 million of
outstanding unsecured notes due in 2014, and has significant
excess capacity under its asset-based revolving credit facility to
meet this payment -- as of June, 2012 the company had
approximately $406 million of excess capacity.

The rating outlook remains negative, reflecting uncertainties that
the company will be able to arrest the erosion in sales and
operating margins.

Ratings could be lowered if negative trends in sales and operating
margins were to persist over the next 12 to 18 months, if
liquidity were to erode, or if the probability of default were to
otherwise increase.

Ratings could be upgraded if the company were to demonstrate that
its operating strategies are effective in arresting negative
trends in sales and operating margins were to improve from current
levels. Quantitatively, ratings could be upgraded if
EBITA/interest were to approach 1.25 times while maintaining a
good overall liquidity profile.

The principal methodology used in rating The Bon-Ton Stores, Inc
was the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 272 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.


BOOZ ALLEN: Moody's Reviews 'Ba2' CFR for Possible Downgrade
------------------------------------------------------------
Moody's Investors Service has placed all ratings of Booz Allen
Hamilton Inc., including the Ba2 corporate family rating, under
review for possible downgrade. The review is prompted by the
announcement that the company is exploring, subject to continuing
management review and to further consideration and ultimate
approval by the company's Board of Directors, a possible
refinancing that would result in an additional roughly $790
million of funded debt on the balance sheet. The additional debt
combined with cash of approximately $260 million would be used
primarily to fund a special dividend to stockholders of Booz Allen
of up to $1 billion. The company's liquidity rating remains SGL-1
but could be lowered if the contemplated transaction is completed
because the dividend payment would absorb roughly half of the
company's reported cash balances.

On Review for Possible Downgrade:

  Issuer: Booz Allen Hamilton Inc.

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

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

     $275mm Sr. Sec Revolver due 2014, Placed on Review for
     Possible Downgrade, currently Ba1

     $500mm Sr. Sec Term Loan A due 2016, Placed on Review for
     Possible Downgrade, currently Ba1

     $500mm Sr. Sec Term Loan B due 2017, Placed on Review for
     Possible Downgrade, currently Ba1

Outlook Actions:

  Issuer: Booz Allen Hamilton Inc.

     Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The review will include an analysis of the final details and terms
of the contemplated transaction, subject to the ultimate approval
of the company's Board of Directors. In Moody's opinion, the
dividend recap transaction being considered would indicate a
reversion towards an aggressive financial policy by Booz Allen
given the large size of the proposed dividend during a period of
uncertainty as to future government spending, particularly in the
defense sector . The meaningful increase in debt that would be
used to finance the proposed dividend would weaken credit metrics
considerably and would most likely result in a downgrade of the
company's ratings. Of note, the proposed dividend would be in
addition to the special $200 million dividend paid to shareholders
on June 29. In Moody's view, the risk of future aggressive
financial policies has been heightened, particularly as the
company continues to be over 70% owned by the private equity firm,
The Carlyle Group. This would represent an ongoing risk that would
constrain the ratings over the long term and partially offset some
of the positive factors incorporated in the company's ratings
including its strong operational performance, well-established
business position, healthy funded backlog and anticipated
continued positive cash flow generation.

The principal methodology used in rating Booz Allen Hamilton Inc.
was the Global Aerospace and Defense Methodology, published June
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Booz Allen Hamilton is a provider of management and technology
consulting services to the U.S. government in the defense,
intelligence and civil markets. Booz Allen is headquartered in
McLean, Virginia, and had revenue of approximately $5.9 billion
for the fiscal year ended March 31, 2012.


CANTELLO LLC: Has July 27 Deadline to Answer Involuntary Petition
-----------------------------------------------------------------
Cantello, LLC, which has been placed in involuntary Chapter 11
bankruptcy, is facing a July 27 deadline to answer the bankruptcy
allegations.

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Lakewood, New Jersey-based Cantello, LLC, (Bankr. D.N.J.
Case No. 12-27005) on July 5, 2012.  Judge Michael B. Kaplan
oversees the case.  The petitioning creditors are CM & Associates
Construction, owed $913,312; R.C. Structures, Inc., owed $525,000;
Haddad Plumbing & Heating Inc., owed $184,000; and Aleta
Industries, Inc., owed $145,639.  The petitioning creditors are
represented by:

          Parshhueram Totaram Misir, Esq.
          AGOVINO & ASSELTA, LLP
          330 Old Country Road, Suite 201
          Mineola, NY 11501
          Tel: 516-248-9880
          Fax: 516-248-9879
          E-mail: pmisir@agovinoasselta.com


CAROLINA INTERNET: Barred From Paying Shareholders' Personal Taxes
------------------------------------------------------------------
Bankruptcy Judge J. Craig Whitley denied the request of Carolina
Internet, Ltd., to make additional post-petition distribution to
its shareholders in the amount of $44,578.42 to pay the
shareholders' personal tax liabilities to the North Carolina
Department of Revenue. The Debtor asserts that it must file a
composite tax return and make estimated tax payments on behalf of
its shareholders pursuant to N.C. Gen. Stat. Sec. 105-131.7(b),
and that failure to do so will result in violation of the federal
"one class of stock rule" and cause the loss of its sub-chapter S
corporation status.  The Official Committee of Unsecured Creditors
and tw telecom holdings inc. objected.  According to the Court,
the owners' decision to have the Debtor treated as an S
corporation, enjoying limited liability while avoiding double
taxation, comes with benefits and burdens.  The Debtor's proposal
would allow its shareholders to avoid those burdens at the expense
of the company's creditors, without any factual or legal basis to
do so.

A copy of the Court's July 11, 2012 Order is available at
http://is.gd/Nfljzkfrom Leagle.com.

Carolina Internet, Ltd., based in Charlotte, North Carolina, filed
for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32461) on
Sept. 23, 2011.  The Debtor is a provider of internet bandwidth
and co-location services from leased premises in Charlotte, North
Carolina.  Approximately 65% of the Debtor's revenue is derived
from a single customer -- Data Conversions, Inc.  The Debtor's
shareholders are Michael C. White (53.3%), Morgan A. Miskell
(23.75%), Frank T. Horan (17.95%), and Charles A. Jones (5%).
Judge J. Craig Whitley presides over the Chapter 11 case.  Richard
M. Mitchell, Esq., at Mitchell & Culp, PLLC, serves as the
Debtor's counsel.  In its petition, the Debtor estimated under
$50,000 in assets and $1 million to $10 million in debts.  The
petition was signed by Morgan Miskell, secretary.


CEDAR HILL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Cedar Hill Properties, LLC.
        160 W Camino Real #225
        Boca Raton, FL 33432

Bankruptcy Case No.: 12-26637

Chapter 11 Petition Date: July 10, 2012

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

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Chad T. Van Horn, Esq.
                  VAN HORN LAW GROUP P.A.
                  330 N Andrews Ave #450
                  Ft Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  E-mail: chad@cvhlawgroup.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 David Meek, for MFP Investments I,
LLLP.


COASTAL BROADCAST: Court Confirms Bankruptcy-Exit Plan
------------------------------------------------------
Bankruptcy Judge Gloria M. Burns confirmed Coastal Broadcasting
Systems, Inc.'s plan of reorganization, thereby allowing the radio
station operator to exit bankruptcy protection.  Judge Burns
overruled plan objections lodged by former majority shareholders,
Wilbur E. Huf and Edwin Rosenfeld, who asserted claims pursuant to
a 2008 redemption of their shares; and the U.S. Trustee.

The Court said a pre-bankruptcy subordination agreement that
subordinates Messrs. Huf and Rosenfeld's claim against the Debtor
and assigns their voting rights to the prepetition secured lender,
Sturdy Savings Bank, remains applicable.  The bank has agreed to
support the Debtor's Plan.

Messrs. Huf and Rosenfeld had filed a competing bankruptcy plan
for the Debtor, but later backed out.

The Debtor's Plan provides for five different classes of claims
including: Class I - Sturdy Savings Bank and Ally Financial; Class
II - Priority Unsecured Claims under Sections 507(a)(3), (4), (5),
(6), and (7); Class III - General Unsecured Claims; Class IV -
general unsecured claims of selling shareholders, including
Messrs. Huf and Rosenfeld, pursuant to the 2008 redemption; and
Class V - claims of interest holders.

The Plan provides that only Class III, consisting of general
unsecured creditors other than Messrs. Huf and Rosenfeld and the
other selling shareholders, is impaired and thus, entitled to vote
on the Plan.  Initially, the Plan provided for a pro rata
distribution of $25,000 to unsecured creditors with allowed claims
to be paid on Oct. 12, 2012 in a single installment.  This amount
was subsequently increased to $100,000 on or about Feb. 8, 2012.

Ally Financial provided financing for the Debtor to obtain a 2008
Chevrolet Trailblazer.  Ally Financial will retain its lien on the
vehicle under the terms of the Debtor's Plan and payments will be
made in accordance with the original terms and conditions of the
original loan, with funds generated by Coastal from ordinary
operating revenue.

The U.S. Trustee objected solely on the grounds of feasibility,
arguing that according to the Debtor's prior performance, the
Debtor was unlikely to have sufficient cash revenue to fund the
$100,000 payout to unsecured creditors on Oct. 12, 2012.

The Court noted that, to ameliorate the U.S. Trustee's concern,
the Debtor's interest holders, Scott Maschio and Scott Wahl,
requested and arranged for the establishment of a deposit to
provide security for the Debtor's ability to make the
distributions of Class III claims as identified in the Plan.  To
that end, an escrow account at Sun National Bank in the sum of
$100,000 titled "Charles E. Pessagno-Escrow for Coastal
Broadcasting Debtor Plan" was established pursuant to a consent
order, with the account only becoming available for disbursement
in accordance with the Plan upon entry of a final Order confirming
the Plan.  To the extent the Debtor's operations are insufficient
to fund the unsecured creditors' distribution on Oct. 12, 2012,
funds from this escrow account will be immediately available for
distribution to the unsecured creditors.

The Debtor also produced extensive financial records for the
business during the pendency of the case and such records
supported the financial projections anticipated by Debtor going
forward.  The Debtor has produced, to the satisfaction of the
Court, evidence sufficient to show that the Debtor has a
reasonable probability of success in substantially consummating
all terms of the Debtor's Plan.

A copy of the Court's July 6, 2012 Memorandum Opinion is available
at http://is.gd/mmahnnfrom Leagle.com.

Nona L. Ostrove, Esq., at Law Offices of Nona L. Ostrove, LLC, in
Voorhees, New Jersey, represents Edwin Rosenfeld and Wilbur E.
Huf, Jr.

Dean Waldt, Esq., and Mariah Murphy, Esq. --
waldtd@ballardspahr.com and murphym@ballardspahr.com -- at Ballard
Spahr, LLP, in Cherry Hill, represent Sturdy Savings Bank.

                    About Coastal Broadcasting

Coastal Broadcast Systems, Inc., based in Rio Grande, New Jersey,
filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 11-10596)
on Jan. 9, 2011.  Coastal operates FM radio stations servicing the
greater Cape May County, New Jersey area.  Judge Gloria M. Burns
presides over the case.  Ira Deiches, Esq., at Deiches &
Ferschmann, serves as the Debtor's counsel.  Coastal scheduled
assets of $129,136 and liabilities of $3,867,762.  The petition
was signed by Robert J. Maschio, president.


CUSTOM ONE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Custom One Inc.
        P.O. Box 1265
        Morgan Hill, CA 95038

Bankruptcy Case No.: 12-55127

Chapter 11 Petition Date: July 10, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Merrill E. Zimmershead, Esq.
                  LAW OFFICES OF MERRILL E. ZIMMERSHEAD
                  7539 Eigleberry St.
                  Gilroy, CA 95020
                  Tel: (408) 842-8363
                  E-mail: admin@gilroylaw.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 Gary Walton, president/CEO.


DAL-JONES INVESTMENTS: Rescinds Small Business Designation
----------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse granted the request of
Dal-Jones Investments, LLC, to rescind its small business
designation.

Dal-Jones Investments, LLC filed an accelerated chapter 11
petition (Bankr. E.D.N.C. Case No. 11-05971) on Aug. 4, 2011,
estimating under $10 million in both assets and debts.  The Law
Office of Dean R. Davis, Esq., serves as the Debtor's counsel.
The petition was signed by R. Edward Mitchel, member-manager.

The debtor's business activities consist of the ownership and
development of 112 acres of real property located at 1055 Cheshire
Road, Rocky Point, North Carolina.  The debtor checked the small
business designation box on the petition, but filed incomplete
schedules which listed the total amount of unsecured debt as
"unknown."  The debtor filed the remaining schedules on Aug. 31,
2011, which indicated the secured and unsecured claims totaled
$2,649,421.73.

The debtor filed its plan of reorganization on Dec. 9, 2011 and a
confirmation hearing was set for Jan. 19, 2012.  The debtor moved
to continue the hearing three times during the months that
followed, and the bankruptcy administrator and primary secured
creditor, SunTrust, consented to the continuances.

On March 16, 2012, the debtor filed an amendment to its petition
to reflect that it no longer claimed status as a small business
debtor.

On May 15, 2012, the debtor filed both a Motion To Rescind Small
Business Designation and a Conditional Motion To Dismiss.  The
debtor stated that it had determined that it did not qualify as a
small business debtor under 11 U.S.C. Sec. 101(51D), and further
that if the designation was not rescinded or if its plan could not
be confirmed, it would seek dismissal.

The debtor also related that SunTrust had agreed to the sale of
the debtor's loan to a third party, Long Creek Properties, LLC,
and that the debtor and Long Creek had agreed the debtor would
surrender the Property in full satisfaction of the loan and in
exchange for full release of guarantors.

On May 23, 2012, the debtor filed a fourth motion to continue the
confirmation hearing, and requested a status conference. In the
motion, the debtor stated that the sale between SunTrust and Long
Creek had fallen through and that a continuance was necessary to
afford more time in which a proposed new buyer and SunTrust could
negotiate a sale of the loan.

The court held a status conference on May 29, 2012, to consider
the motion to continue in light of the debtor's other pending
motions.  SunTrust did not appear at the conference or file a
response to any of the debtor's motions, and the bankruptcy
administrator did not object to the continuance or to rescission
of the small business designation.  The court, sua sponte, raised
the question of whether, in light of the timing of the motion to
rescind the small business designation, the 45-day requirement to
confirm a plan per 11 U.S.C. Sec. 1129(e) already had expired,
thus mandating dismissal.  The court conditionally allowed the
motion to continue and set the new confirmation hearing for Aug.
9, 2012, and took under advisement the question of whether the
small business designation should be rescinded, or the case
dismissed.

At the outset, the Court agrees that the debtor is not, in fact, a
small business debtor.  A "small business debtor" is defined as a
debtor that 1) does not have more than $2,343,300 in aggregate
noncontingent liquidated secured and unsecured debt; and 2) is
engaged in commercial or business activities that are not
primarily the owning or operating of real property.

The Court said that the debtor's motion to rescind the small
business designation is not an abuse of the system, was made in
good faith, does not cause confusion or prejudice to creditors,
and is within the parameters of the applicable deadlines.

A copy of the Court's July 9, 2012 Order is available at
http://is.gd/9uf2kdfrom Leagle.com.


DEWEY & LEBOEUF: Brown Rudnick Okayed as Unsec. Committee Counsel
-----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York granted the official committee of
unsecured creditors in the Chapter 11 case of Dewey & LeBoeuf LLP
permission to retain Brown Rudnick LLP as bankruptcy counsel,
effective as of June 4, 2012.

Brown Rudnick will, among other things, assist and advise the
Committee in its discussions with the Debtor and other parties-in-
interest regarding the overall administration of the case for
these hourly rates:

      Edward S. Weisfelner             $1055
      Howard S. Steel                   $650
      Attorneys                      $375-$1055
      Paraprofessional               $265-$370

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The Former Partners hired Tracy L. Klestadt, Esq., and
Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel.

Dewey & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


DEWEY & LEBOEUF: Former Partners Group Retains KBT&F as Counsel
---------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York granted the Official Committee of
Former Partners in the Chapter 11 cases of Dewey & Leboeuf LLP
authorization to retain Kasowitz, Benson, Torres & Friedman LLP as
its counsel, effective nunc pro tunc to June 4, 2012.

As reported by Troubled Company Reporter on July 6, 2012, KBT&F
will, among other things, provide the Former Partners' Committee
with legal advice with respect to its rights, duties and powers as
an official committee appointed under section 1102 of the
Bankruptcy Code.

                        About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.

Dewey & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


DEWEY & LEBOEUF: Creditors' Panel Taps Deloitte FAS as Advisors
---------------------------------------------------------------
The Official Unsecured Creditors' Committee in the Chapter 11 case
of Dewey Dewey & LeBoeuf LLP has sought permission from the Hon.
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to retain Deloitte Financial Advisory
Services LLP as financial advisors, nunc pro tunc to June 4, 2012.

Deloitte FAS will, among other things:

      a. assist the Committee in connection with its assessment of
         the Debtor's cash and liquidity requirements, as well as
         the Debtor's financing requirements;

      b. assist the Committee in connection with its evaluation of
         the Debtor's key employee retention plans, compensation
         and benefit plans and other incentive or bonus plans;

      c. assist the Committee in connection with its evaluation of
         the Debtor's statements of financial affairs and
         supporting schedules,, executor contracts and claims; and

      d. assist the Committee in connection with its evaluation of
         restructuring-related alternatives for the Debtors.

Deloitte FAS will be paid at these hourly rates:

      Partner/Principal/Director            $575
      Senior Manager                        $475
      Manager                               $375
      Senior Associate                      $275
      Paraprofessionals                     $125

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

                        About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


DYNEGY INC: Assigns Employment Agreements to Subsidiary
-------------------------------------------------------
Dynegy Inc. entered into an Assignment Agreement with Dynegy
Operating Company, its subsidiary, on July 5, 2012.  The Agreement
assigns to Subsidiary those certain executive employment
agreements, long term incentive award agreements, severance plans,
and excise tax reimbursement policy as previously entered into by
Dynegy.  The Subsidiary employs the officers subject to the
Agreements.  Dynegy and the Subsidiary entered into the Assignment
for the purpose of making the Subsidiary, as the employing entity,
a party to the Agreements.

A copy of the Assignment Agreement is available for free at:

                        http://is.gd/UiMaVA

                           About Dynegy

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.


DYNEGY INC: Litespeed Fund Owns 26% as of July 5
------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Litespeed Management, L.L.C., Litespeed
Master Fund, Ltd., and Jamie Zimmerman disclosed that, as of
July 5, 2012, they beneficially own 32,009,145 shares of common
stock of Dynegy Inc. which represents 26.04% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/GsVpP3

                           About Dynegy

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


E-Z FINANCE: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: E-Z Finance Auto, Inc.
        P.O. Box 44
        Statesboro, GA 30459

Bankruptcy Case No.: 12-60370

Chapter 11 Petition Date: July 10, 2012

Court: United States Bankruptcy Court
       Southern District of Georgia (Statesboro)

Debtor's Counsel: J. Michael Hall, Esq.
                  HALL & KIRKLAND, PC
                  2036 Highway 21 South
                  Springfield, GA 31329
                  Tel: (912) 754-7078
                  Fax: (912) 754-7173
                  E-mail: mhall@hallandkirkland.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/gasb12-60370.pdf

The petition was signed by Grant Deloach, president.


EAGLE ROCK: Moody's Corrects July 10 Ratings Release
----------------------------------------------------
Moody's Investors Service issued a correction to the July 10
ratings release of Eagle Rock Energy Partners, L.P.

Moody's Investors Service assigned a B3 rating to Eagle Rock's
proposed offering of $250 million senior notes due 2019. The
proceeds from the notes offering will be used to repay borrowings
on Eagle Rock's senior secured revolving credit facility.

Ratings Rationale

"This senior notes offering will enhance Eagle Rock's liquidity by
refinancing some of its outstanding revolver borrowings on a long-
term basis," commented Michael Somogyi, Moody's Vice President --
Senior Analyst. "This will boost the available borrowing capacity
on its bank credit facility, giving Eagle Rock more financial
flexibility to fund its planned growth capital expenditures."

The B3 rating on the proposed $250 million senior notes reflects
both the overall probability of default of Eagle Rock, to which
Moody's assigns a PDR of B1, and a loss given default of LGD 5
(77%). The senior notes are unsecured and guaranteed by domestic
subsidiaries on a senior unsecured basis. All of the outstanding
senior notes will be subordinate to the partnership's $675 million
senior secured credit facility. The size of this potential
priority claim to the assets relative to the amount of the senior
notes outstanding results in the notes being rated two notches
beneath the B1 Corporate Family Rating (CFR) under Moody's Loss
Given Default (LGD) Methodology.

Eagle Rock's B1 CFR reflects the partnership's low financial
leverage relative to peers. The partnership also has good
geographic and basin diversity in its operations. The rating is
tempered by Eagle Rock's greater business risk stemming from the
high proportion of commodity price risk within its midstream
operations, in addition to the inherent commodity price exposure
and capital intensity of its E&P segment. Management has targeted
3.5x Debt/EBITDA and it is important for the existing ratings that
this level is maintained in order to mitigate the higher business
risk.

Eagle Rock's ratings could be downgraded if leverage levels
increase significantly due to weaker than anticipated earnings
and/or large growth capital expenditures or acquisitions.
Consolidated Debt/EBITDA sustained meaningfully above 3.5x would
pressure the ratings. If Eagle Rock significantly decreases its
business risk by either growing the midstream business with a much
higher proportion of fee based contracts and significantly
increasing its proved reserve and production scale without
increasing its financial leverage then the ratings could be
upgraded. Fee based revenues approaching 50% of the midstream
business or average daily production of 20,000 boe would be
supportive of a higher rating.

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

Eagle Rock Energy Partners, L.P. is publicly traded midstream
energy and exploration and production MLP headquartered in
Houston, Texas.


EASTMAN KODAK: Proposes Bonuses for Doubling Bond Prices
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. is proposing a bonus program where
Chief Executive Officer Antonio M. Perez could receive a bonus
equal to 200% of base salary if the bankruptcy ends up paying 30%
of unsecured creditors' claims.  The bonuses would increases if
the recovery is more than 30%.

According to the report, the company said it selected the 30%
recovery threshold because it represents about twice the trading
price of some of Kodak's unsecured bonds over the last month.  The
bonus program would cover 15 top-level executives.  The chief
financial officer would have a bonus of 178% of base salary if the
creditor recovery is 30%.  The bonuses for other key managers
would range from 16% to 206% of base salary.   For a 30% creditor
recovery, the bonus program would cost Kodak $8.8 million.  The
bonuses are on a sliding scale where they would eventually double
if unsecured creditors end up being paid in full.

The report relates that Kodak is proposing a separate bonus
program for Co-President Laura G. Quatela for her contributions to
sell intellectual property.  Depending on the price and other
factors, her bonus will range from $600,000 to $1.5 million.

Kodak is also asking the bankruptcy judge to reinstitute an
pre-bankruptcy bonus program called Excel that could pay the chief
executive 155% of base salary. The bonuses for other top
executives in the Excel program would range from 50% to 85% of
base salary.

Kodak's $400 million in 7% convertible notes due 2017 traded at
4:09 July 11 for 18.25 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.

There will be a hearing on July 30 in U.S. Bankruptcy Court in New
York for approval of the bonus program.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EASTMAN KODAK: Retirees Fight Proposal to End Health Benefits
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. retirees started a lawsuit so the
bankruptcy court can decide whether the company has the
unilateral right to end unvested retiree health benefits.

The report recounts that Kodak submitted papers in February to end
health benefits for former employees who retired after 1991. The
company contended that it had the unilateral right to terminate
the benefits because they were voluntary and not vested.  When
several employees objected, the bankruptcy judge called for a
separate official committee to represent the 56,000 retirees.

According to the report, in the lawsuit begun on July 9, the
retiree committee asked the U.S. Bankruptcy Court in Manhattan to
decide if the company must abide by the process in the Bankruptcy
Code for terminating retiree health benefits, whether vested or
not.  According to the committee, Kodak has said throughout that
it intends to terminate retiree health benefits, even though it
withdrew the request filed in February to end the benefits
immediately.

The dispute with retirees comes amid Kodak's program to sell
digital-imaging technology by August.

The lawsuit in bankruptcy court with retirees is Official
Committee of Retired Employees (In re Eastman Kodak Co.),
12-01747, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EIG INVESTORS: Debt Upsize No Impact on Moody's B2' CFR/PDR
-----------------------------------------------------------
Moody's Investors Service said the B2 corporate family rating of
EIG Investors Corp.'s (EIG) and the existing ratings for the
company's credit facilities are unchanged following the company's
plans to upsize its recently launched incremental first lien term
loans by $35 million to $135 million and its second lien term
loans by $15 million to $140 million. The additional proceeds will
be used for acquisitions that the company plans to complete in the
near term.

EIG's ratings are as follows:

  Issuer: EIG Investors Corp.

     Corporate Family Rating -- B2

     Probability of Default Rating -- B2

   First lien secured credit facilities -- B1, LGD 3 (38%)

   Second lien secured term loan facility -- Caa1, LGD5 (87%)

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

Headquartered in Burlington, MA, EIG provides web hosting and
other online services primarily to small and medium-sized
businesses. EIG is a successor entity to The Endurance
International Group which was acquired by private equity firms
Warburg Pincus and Goldman Sachs Capital Partners in December
2011.


ERNEST BONNER: July 18 Hearing Set on Interim Fee Application
-------------------------------------------------------------
Bankruptcy Judge William J. Lafferty in Oakland, California, will
hold a hearing for July 18, 2012 at 3:00 p.m. on the interim fee
application filed in the Chapter 11 case of Ernest Lincoln Bonner,
Jr.  A copy of the Court's July 9, 2012 Memorandum Regarding
Interim Fee Application is available at http://is.gd/1Tbd4afrom
Leagle.com.

Ernest Lincoln Bonner, Jr., filed a Chapter 11 petition (Bankr.
N.D. Calif. Case No. 11-72110) on Nov. 16, 2011.


FLOWSERVE CORP: S&P Raises Rating From 'BB+' on Good Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Irving,
Texas-based Flowserve Corp. to 'BBB-' from 'BB+'.

"The upgrade recognizes the good performance at Flowserve," said
Standard & Poor's credit analyst John Sico. "The outlook is
stable, reflecting the company's strong operating metrics and our
expectation that the steady performance will continue over the
next couple of years."

"We also raised our ratings on Flowserve's existing secured credit
facility to 'BBB-'. We simultaneously withdrew our '3' recovery
rating because we do not have recovery ratings on issues of
investment-grade companies," S&P said.

The precision-engineered flow control equipment manufacturer's
financial policy remains disciplined, and management now has
articulated a clear leverage target in the range of 1x-2x gross
debt to EBITDA. Management's focus on improving operations brought
about good internal cash generation and better-than-expected debt
leverage.

"Standard & Poor's expectation for the current rating includes
funds from operations (FFO) to total debt of about 30%, which the
company currently exceeds. This allows for considerable debt
capacity for the company's policy to return 40%-50% of earnings to
shareholders while supporting business expansion, which we believe
could include larger bolt-on acquisitions," S&P said.


FOWLER'S FURNITURE: Files for Chapter 11 in Greenville, Tenn.
-------------------------------------------------------------
Hugh G. Willett at knoxvillebiz.com reports that Fowler's
Furniture Inc. filed for Chapter 11 bankruptcy protection on
July 3 with the U.S. Bankruptcy Court, Eastern Division of
Tennessee, in Greenville.  A hearing is scheduled for July 26.

According to the report, owner Don Fowler announced in April that
he was closing his showroom on North Peters Road and distributing
the inventory to smaller stores in the area.

The report relates Mr. Fowler said he was looking for a long-term
strategy to ensure success of the business -- a presence in
Knoxville since 1932 -- after his retirement.  No layoffs were
planned, he said.

The report further relates Mr. Fowler said this week that he was
restricted in his ability to comment further due to the bankruptcy
proceedings.  He said he still plans to lease the building and
move to smaller stores that will provide better service to his
customers.

The report notes, in April, the Knox County Trustees Office listed
property taxes due on the North Peters Road building since 2009
totaling $143,826.  As of this week, the Trustees' office reported
that the taxes had been paid in full.  A check with the city of
Knoxville also confirmed that all back taxes have been paid.

Fowler's Furniture Inc. -- http://fowlersfurnitureinc.com/-- is
a locally owned store selling a full range of furniture from
stores in Knoxville, Maryville, Athens, and Harriman, Tennessee.


GABRIEL CAPITAL: Merkin Funds to Pay $110 Million to Investors
--------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that Gabriel
Capital LP and Ariel Fund Ltd., two alleged Madoff feeder funds
formerly run by hedge fund manager J. Ezra Merkin, will pay $110
million to investors, the funds' receiver said Wednesday.

New York state court judge Richard B. Lowe granted a motion from
receiver Bart M. Schwartz to make a $110 million distribution,
bringing the total recovery to Merkin investors to more than $500
million, Schwartz said.

As reported in the Troubled Company Reporter, J. Ezra Merkin ceded
to New York Attorney General Andrew Cuomo's demands that he step
down as manager of his hedge funds Ariel Fund Limited, Ascot
Partners, L.P., and Gabriel Capital, L.P., and place them into
receivership, following the collapse of Bernard L. Madoff
Investment Securities LLC.


GSW HOLDINGS: Can Employ Global Valuation Services as Appraiser
---------------------------------------------------------------
Judge Katharine M. Samson of the Bankruptcy Court for the U.S.
Southern District of Mississippi authorized GSW Holdings, LLC, to
retain Global Valuation Services, Inc., as real estate appraisers.

The Debtor has selected Global because of the firm's experience
and extensive knowledge in performing the appraisals of properties
in the Mississippi Gulf Coast Area.  Furthermore, Global is
already familiar with the Mariner's Cove property, consists of
approximately 66 acres on Bernard Bayou, a protected waterway one
mile inland from the Gulf of Mexico and 70 miles east of New
Orleans, Louisiana.

The property consists of 44 acres of raw land and actual ownership
by GSW of a lake and its water bottom.  GSW had an appraisal
report dated December 6, 2010, conducted by Global, which valued
the property at $21,000,000.  Thus, as of the latest appraisal
conducted on behalf of GSW, the value of the property far exceeds
the indebtedness owed to CPB/SPA Gulfport LLC.

Global requests compensation of $4,000 to appraise and complete an
appraisal report for the Debtor. In the event that Global is
requested to testify or be in attendance at any court or
administrative proceeding relating to this employment, Global
charges an additional fee based upon the actual time expended,
including preparation for attendance and testimony, by the
appraiser at an hourly rate of $175.

Global is not owed money on account of pre-petition services
rendered on behalf of the Debtor.

Jason Garner attests the firm does not hold or represent any
interest adverse to the Debtor and the bankruptcy estate, and is a
"disinterested person" as that term is defined in 11 U.S.C. Sec.
101(14) of the Bankruptcy Code.

                      About GSW Holdings LLC

Gulfport, Mississippi-based GSW Holdings LLC filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 11-52338) on Oct. 11, 2011.
Judge Katharine M. Samson presides over the case.  Wheeler &
Wheeler serves as its local bankruptcy counsel.  The Debtor
disclosed $22,225,500 in assets and $8,851,228 in liabilities.

The Debtor is represented by Douglas Scott Draper, Esq., at Heller
Draper Patrick & Horn, L.L.C., in New Orleans, LA.


HARDAGE HOTELS I: Creditors' Panel Can Hire Brinkman as Counsel
---------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas granted the Official Committee of
Unsecured Creditors of Hardage Hotels I, LLC, authorization to
retain Brinkman Portillo Ronk, PC, as counsel, effective as of
April 10, 2012.

As reported by the Troubled Company Reporter on May 24, 2012, BPR
will, among other things, assist the Committee in investigating
the acts, conduct, assets, liabilities, and financial condition of
the Debtor, the operation of the Debtor's business, potential
claims, and any other matters relevant to the case, to the sale of
assets or to the formulation of a plan of reorganization.

                      About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  The petition was
signed by Samuel A. Hardage, president.  Hardage is a hotel and
real estate development company headquartered in San Diego,
California.

Hardage operates seven hotels in seven states under the brand of
"Chase Suites".  The hotels are located in El Paso, Texas;
Overland Park, Kansas; Newark, California; Kansas City, Missouri;
Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.  Hardage
operates the hotels under the "Chase Suites" name pursuant to
franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest
is the lender under a $5.74 million Dublin loan agreement, a
$5.3 million Lincoln loan agreement, and an $11.5 million El Paso
loan agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its schedules, the Debtor disclosed $39,203,540 in total assets
and $31,119,611 in total liabilities.

No trustee or examiner has been requested or appointed in this
Chapter 11 case.


HARDAGE HOTELS I: Has Plan Filing Exclusivity Until Sept. 2
-----------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas extended, at the behest of Hardage
Hotels I, LLC, the exclusive period for the Debtor to file a
Chapter 11 plan of reorganization to Sept. 2, 2012, and the
exclusive period during which the Debtor may solicit votes and
seek acceptances of the plan to Oct. 17, 2012.

The Debtor said that it has been in constructive negotiations with
its secured creditors in an effort to negotiate a consensual plan
of reorganization.  The Debtor is contemplating filing its plan
and disclosure statement in July or early August.  The Debtor's
first exclusive period in which to file a plan of reorganization
expired on July 4, 2012, and its exclusive period to solicit votes
and seek acceptances of the plan was initially set to expire on
Sept. 2, 2012.

The Debtor assured the Court that the requested extension is
without prejudice to the any parties' rights with respect to
further modifications of the exclusivity periods.  "Cause exists
for extending the Debtor's Exclusive Period in this case because
the additional time will enable the Debtor to negotiate toward a
consensual plan with all its constituencies.  The Debtor has
already been in constructive negotiations with its lenders," the
Debtor said.

                      About Hardage Hotels

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  The petition was
signed by Samuel A. Hardage, president.  Hardage is a hotel and
real estate development company headquartered in San Diego,
California.

Hardage operates seven hotels in seven states under the brand of
"Chase Suites".  The hotels are located in El Paso, Texas;
Overland Park, Kansas; Newark, California; Kansas City, Missouri;
Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.  Hardage
operates the hotels under the "Chase Suites" name pursuant to
franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest
is the lender under a $5.74 million Dublin loan agreement, a
$5.3 million Lincoln loan agreement, and an $11.5 million El Paso
loan agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its schedules, the Debtor disclosed $39,203,540 in total assets
and $31,119,611 in total liabilities.

Brinkman Portillo Ronk, PC, serves as counsel to the Official
Committee of Unsecured Creditors.

No trustee or examiner has been requested or appointed in this
Chapter 11 case.


HAWKER BEECHCRAFT: Seeks Nod for Exclusive Talks With Superior
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. filed papers seeking formal
approval from the U.S. bankruptcy court to give Superior Aviation
Beijing Co. Ltd. the exclusive right for 45 days to negotiate a
purchase of the business.

According to the report, the company previously disclosed that
Superior, 40% owned by the Beijing municipal government, is
offering to buy most of the aircraft manufacturer for $1.79
billion.  Superior intends to buy some of the jet business that
Hawker otherwise will shut down.  To maintain operations, Superior
will pay Hawker $50 million to cover the expenses.  Assuming the
bankruptcy court approves, Hawker would be obliged to return any
part of the $50 million not spent on the jet business if Superior
doesn't end up as the buyer.

Hawker wants the bankruptcy court to hold a July 17 hearing to
approve the exclusive negotiating agreement along with the
obligation to return unused portions of the $50 million.

                        Exclusivity Agreement

As reported in the July 10 edition of the Troubled Company
Reporter, Hawker Beechcraft executed an exclusivity agreement with
Superior Aviation regarding a strategic combination.  Superior
intends to maintain Hawker Beechcraft's existing operations while
also investing substantial capital in the company and its business
and general aviation product line, saving thousands of American
jobs, including in Wichita, Kan. and Little Rock, Ark.  Superior
will acquire Hawker Beechcraft for $1.79 billion and make payments
over the next six weeks to support ongoing jet-related operations,
which will help Hawker Beechcraft to sustain the jet business
until the close of the transaction, thus preserving significant
future opportunity for growth.

During the 45-day exclusivity period, Superior will perform
confirmatory diligence while the two companies negotiate
definitive documentation of the transaction.  The companies expect
to enter into definitive documentation prior to the conclusion of
the exclusivity period.

Superior has received and expects to continue receiving the full
support of the City of Beijing municipal government in completing
the transaction.

Superior is working to obtain all regulatory approvals from the
Chinese central government for this foreign investment project.
Additionally, Bankruptcy Court approval is required for Hawker
Beechcraft's agreement to negotiate exclusively with Superior and
for any definitive agreement that may be negotiated with Superior.
The proposed combination of Hawker Beechcraft and Superior will
not require a financing condition.

                          Chapter 11 Plan

If negotiations with Superior are not concluded in a timely
manner, Hawker Beechcraft will proceed with seeking confirmation
of the Joint Plan of Reorganization it filed with the Bankruptcy
Court on June 30, 2012, which contemplates Hawker Beechcraft
emerging as a standalone entity with a more focused portfolio of
aircraft. The plan would convert secured and unsecured debt to
equity while reducing debt by $2.55 billion.

                       About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

The Senior Secured Lenders' legal representative is Wachtell
Lipton Rosen & Katz and their financial advisor is Houlihan Lokey.

Superior's legal representative is Locke Lord LLP and its
financial advisor is Grant Thornton.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


HAWKER BEECHCRAFT: $1.8-Bil Chinese Bid Stirs Up Security Concerns
------------------------------------------------------------------
Karlee Weinmann at Bankruptcy Law360 reports that Hawker
Beechcraft Corp. on Monday said its takeover talks have turned to
a Chinese bidder offering $1.79 billion -- a move that could stoke
regulators' concerns over deals in sensitive U.S. industries, such
as aerospace, in China's aggressive pursuit of superpower status.

According to Bankruptcy Law360, particularly in sales that involve
rival governments and companies privy to tightly held security
information through their contracts ? like Hawker Beechcraft,
which keeps them through a defense-centric subsidiary ? political
anxieties can boil over.

                       About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.  Hawker Beechcraft
disclosed assets of $1,831,097 plus undetermined amounts, and
liabilities of $1,704,736,958 plus undetermined amounts.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


HEALTHWAREHOUSE.COM INC: L. Miller Discloses 14.7% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Karen Singer and Lloyd I. Miller, III,
disclosed that, as of June 28, 2012, they beneficially own
1,899,828 shares of common stock of HealthWarehouse.com, Inc.,
which represents 14.7% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/Tt2FbT

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a Verified Internet Pharmacy Practice Sites accredited retail
mail-order pharmacy and healthcare e-commerce company that sells
discounted generic and brand name prescription drugs, as well as,
over-the-counter (OTC) medical products.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, N.Y., expressed substantial doubt about
HealthWarehouse.com's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations.

The Company reported a net loss of $5.71 million on $10.36 million
of sales in 2011, compared with a net loss of $3.69 million on
$5.69 million of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.67 million
in total assets, $4.96 million in total liabilities, redeemable
preferred stock of $566,394, and a stockholders' deficit of
$2.86 million.


HESS INDUSTRIES: Files for Chapter 7 Liquidation
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hess Industries Inc., a manufacturer of metal-forming
machines, filed a petition in Delaware to liquidate under
Chapter 7 (Bankr. D. Del. Case No. 12-12036).  Acquired in 2005 by
Monomoy Capital Partners LLC, Hess stated in the July 10
bankruptcy petition that assets and debt both exceed $10 million.


HIGH PLAINS: Shuts Natural Gas Production Due to Low Prices
-----------------------------------------------------------
In view of its exceptional results in its energy construction
division, High Plains Gas, Inc., has elected to temporarily shut
in its natural gas production due to the substantial decrease of
gas prices which have resulted in diminished profitability from
that sector.  The Company has decided to redirect its resources to
the substantially more profitable energy construction division to
increase overall company revenues and profitability.  The Company
may determine to resume its natural gas production in the near
future if and when that market becomes economically viable, and
market conditions have stabilized.

Brandon Hargett, CEO High Plains Gas, Inc., stated, "Miller
Fabrication, our energy services construction division,
continually exceeds our expectations with regards to revenues and
profitability.  We believe that it is prudent to continue our
focus of driving top-line revenue up by investing our resources
into this segment."

                         About High Plains

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.

Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going
concern" qualification on the financial statements for the ear
ending Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.

The Company reported a net loss of $57.48 million on
$17.15 million of revenues for 2011, compared with a net loss of
$5.48 million on $2.61 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed
$30.10 million in total assets, $37.89 million in total
liabilities, and a $7.79 million total stockholders' deficit.


HUDSON VALLEY: Moody's Withdraws 'D+' Standalone BFSR
-----------------------------------------------------
Moody's Investors Service withdrew all its ratings for Hudson
Valley Bank (standalone bank financial strength (BFSR)/baseline
credit assessment (BCA) of D+/ba1 and issuer, senior debt and
long-term deposits of Ba1, and short-term obligations of Not
Prime.

Ratings Rationale

Moody's has withdrawn the ratings for its own business reasons.

The last rating action on Hudson Valley Bank was on June 25, 2012,
when Moody's downgraded all ratings of Hudson Valley Bank (long-
term bank deposits to Ba1 from Baa2, short-term obligations to Not
Prime from Prime-2, and the standalone BFSR/BCA to D+/ba1 from C-
/baa2. Following the downgrade, the rating outlook was stable.

The principal methodology used in these ratings was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Hudson Valley Holding Corp. is headquartered in Yonkers, New York
and had total assets of $2.8 billion as of March 31, 2012.


HUGHES TELEMATICS: Wellington Dilutes Ownership to 3.42%
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that, as of June 30, 2012, it beneficially owns 3,750,000 shares
of common stock of HUGHES Telematics, Inc., which represents 3.42%
of the shares outstanding.

Wellington previously reported beneficial ownership of 11,410,777
common shares or a 10.44% equity stake as of Dec. 31, 2011.

A copy of the amended filing is available for free at:

                        http://is.gd/1PLtp5

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

HUGHES reported a net loss of $85.35 million in 2011, a net loss
of $89.56 million in 2010, and a net loss of $163.66 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$110.18 million in total assets, $211.81 million in total
liabilities, and a $101.62 million total stockholders' deficit.

In its report on the Company's 2011 financial results,
PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses from operations and has a net
capital deficiency.


INDIANA STEEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Indiana Steel and Tube, Inc.
        848 W. Sweet Street
        Brownstown, IN 47220

Bankruptcy Case No.: 12-91512

Chapter 11 Petition Date: July 10, 2012

Court: U.S. Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch, III

About the Debtor: The Debtor is an operator of a cold roll steel
                  mill producing high quality steel tubing.  It
                  receives split steel coils and then uses state
                  of the art mills to cut, roll, and weld the
                  steel into tubes of various sizes, shapes, and
                  gauges.  The Debtor currently operates three
                  mills at two locations in Brownstown, Indiana.
                  The Debtor employs 57 individuals and had over
                  $40 million in gross revenue in 2011.

Debtor's Counsel: Jeffrey J. Graham, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  One Indiana Square,Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  E-mail: jgraham@taftlaw.com

                         - and ?

                  Jerald I. Ancel, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  One Indiana Sq Ste 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  E-mail: jancel@taftlaw.com

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

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

The petition was signed by Dillard Wittymore, III, chief executive
officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mill Steel                         Trade Debt           $2,672,573
5116 36th Street
Grand Rapids, MI 49512

Four Starr Steel                   Trade Debt           $1,202,710
6689 Orchard Lake Road, #338
West Bloomfeild, MI 48322

Alliance Steel                     Trade Debt             $948,198
6499 W. 66th Place
Chicago, IL 60638

Charter Steel Trading              Trade Debt             $900,259
4401 W. Roosevelt Road
Chicago, IL 60624

Mainline Metals Inc.               Trade Debt             $723,312
21 Bala Avenue
Bala Cynwyd, PA 19004

Rapid Metals                       Trade Debt             $439,419
7031 Orchard Lake Road, Suite 101
West Bloomfield, MI 48322

NK Steel                           Trade Debt             $438,966
31731 Northwestern Highway
Farmington Hills, MI 48334

Impact Steel Inc.                  Trade Debt             $217,104

Lombard Metals Corporation         Trade Debt             $200,650

Allied Photochemical, Inc.         Trade Debt             $182,746

West Boca Metals                   Trade Debt             $146,803

Centennial Steel                   Trade Debt             $125,628

Steel Summit Ohio Inc.             Trade Debt              $86,406

West Steel Processing              Trade Debt              $70,189

Prime Logistics, LLC               Trade Debt              $46,175

Freedom Machinery Co., Inc.        Trade Debt              $39,201

Ryerson Coil Processing            Trade Debt              $35,974

Circle J Enterprises               Trade Debt              $35,900

Tomson Steel Company               Trade Debt              $32,768

Matandy Steel and Metal            Trade Debt              $20,854


INTERLINE BRANDS: S&P Assigns 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Interline Brands Inc. (Delaware Corp.), the
parent company of Interline Brands Inc. The rating outlook is
stable.

"In addition, we assigned a 'B-' issue rating to Interline Brands
Inc. (Delaware Corp.)'s proposed $365 million holding company
notes. The recovery rating on the notes is '6', indicating our
expectation for negligible recovery (0% to 10%) in the event of
payment default," S&P said.

"Interline Brands Inc. (Delaware Corp.) is a holding company with
no direct operations and depends on cash flow from subsidiary
Interline Brands Inc. to meet its debt obligations. As a result,
we view Interline Brands Inc. as a consolidated enterprise," S&P
said.

"The ratings on Interline, including the 'BB' rating on the
company's $300 million senior notes and the 'BB' corporate credit
rating, remain on CreditWatch, where we placed them with negative
implications on May 30, 2012," S&P said.

The rating actions follow the parent company's announcement that
it is seeking to issue $365 million of proposed senior holding
company notes to fund its acquisition by affiliates of GS Capital
Partners LP and P2 Capital Partners LLC (not rated).

Total consideration for the acquisition is $1.1 billion, including
a $369 million equity contribution, a $250 million revolving
credit facility, the proposed $365 million holding company notes,
and Interline's existing $300 million operating company notes.

"The rating on Interline Brands Inc. (Delaware Corp.) reflects
Interline's weaker credit metrics following the increase in debt
to support the acquisition," said Standard & Poor's credit analyst
Megan Johnston.

"Our base-case scenario for 2012 assumes that Interline's revenue
growth will be in the mid-single digit area, given improved
occupancy and increasing rents among multifamily REITs, a key
market for Interline. However, we previously assumed that leverage
would be about 3x by year-end 2012, given approximately $300
million of existing balance sheet debt," S&P said.

As a result of the significant increase in debt associated with
the leveraged recapitalization, leverage will likely rise to about
6x by year-end 2012 and about 5.5x by year-end 2013, which we
believe to be more in line with an "aggressive" financial risk
profile and a lower rating.

"Assuming the transaction is completed as currently proposed, we
would lower the rating on Interline's existing $300 million senior
notes to 'B+'. The recovery rating on the existing notes would
remain '4', indicating our expectation for average (30% to 50%)
recovery in the event of payment default. Interline acts primarily
as a distributor and direct marketer of broad-line maintenance,
repair, and operations (MRO) products that serve facilities
maintenance, specialty distributors, and professional contractor
markets. Interline competes against numerous local and regional
players -- some of which are significantly larger and financially
stronger -- and other traditional sales channels, including retail
outlets and large warehouse stores," S&P said.

"We expect to resolve our CreditWatch listing upon completion of
GS Capital Partners LP's and P2 Capital Partners LLC's proposed
acquisition of Interline," S&P said.


JC PENNEY: S&P Lowers Corporate Credit Rating to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Plano, Texas-based J.C. Penney Co. Inc. to 'B+' from
'BB-'.

"Concurrently, we are removing all ratings from CreditWatch with
negative implications, where they were placed on May 17, 2012. The
outlook is negative.  At the same time, we lowered the issue-level
rating on the company's unsecured debt to 'B+' from 'BB-'. The
recovery rating remains '3', indicating our expectation for
meaningful (50%-70%) recovery in the event of payment default,"
S&P said.

"The downgrade reflects recent performance that has been below our
expectations and our view that it will remain weak over the next
12 months," said Standard & Poor's credit analyst David Kuntz.
Credit protection measures have eroded meaningfully because of
J.C. Penney's decline in EBITDA.

"It also incorporates our belief that the company is likely to
experience some further operational disruptions over the next
several quarters as it implements its new pricing and
merchandising strategy. The ratings on Penney reflect Standard &
Poor's assessment that the company's business risk profile is
"weak" and its financial risk profile is "highly leveraged," S&P
said.

"Our business risk assessment incorporates our analysis that the
department store industry is highly competitive with large, well-
established participants," S&P said.

"Based on this environment," added Mr. Kuntz, "it is out view that
further performance difficulties may result in the loss of market
share to other players, such as Macy's, Kohl's, Dillard's, or
other department stores or specialty retailers."

"The negative rating outlook reflects our view that further
operational issues are likely over the next year and that the risk
for performance downside remains high. In our view, it will take
at least another few quarters for the company's revised marketing
message to stimulate customer traffic and the new  merchandising
strategy begin to have some positive effects on performance," S&P
said.

"Until that occurs, it is likely that operations and credit
protection measures could erode meaningfully. Although
consideration for am upgrade is very unlikely at this point, key
positives would include implementation of the strategy without
moderate disruptions, no further meaningfully changes in the
management team, and performance recovery much earlier than we
expect," S&P said.

Under this scenario, credit protection measures would be well
ahead of our projections with leverage in the low-4x area and
interest coverage above 3x.

"We could consider lowering our rating if first-quarter trends
persist throughout the balance of the year because of issues in
implementing the company's new strategy or a weakening of the
macroeconomic environment. Under this scenario, EBITDA would have
declined 35% in 2012, which would result in leverage remaining
above 6.5x by year-end. Additionally, any meaningful share
repurchases over the near term could have a negative effect on the
rating or outlook," S&P said.


JEFFERSON COUNTY, AL: Assured Guaranty Wants Deadline for Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Assured Guaranty Municipal Corp. said in a court
filing that Jefferson County, Alabama, should file a debt-
adjustment plan by Sept. 28, or the Chapter 9 municipal bankruptcy
begun in November should be dismissed.

According to the report, Assured Guaranty, which guaranteed some
of the county's sewer bonds, said the county has "not taken any
concrete steps toward proposing a plan" since the Chapter 9 filing
eight months ago.  The bond insurer said there have been no
negotiations with creditors and no term sheet circulated.

The report relates that Assured Guaranty said in a court filing
that the county is waiting for the state legislature to allow it
to raise taxes, although the legislature doesn't meet again until
February after failing to authorize new revenue in the session
this year.

The report recounts that a receiver was proposing a 25% sewer rate
increase.  Since he was ousted by the bankruptcy filing, the
county has taken no steps to raise rates other than to plan on
holding hearings to discuss procedures for raising rates, Assured
Guaranty argued.

Other bankruptcy judges have set deadlines for municipalities to
file plans, Assured Guaranty said. The proper remedy for failure
to file a plan on time is dismissal of the case, the insurer said.

                       About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


LDK SOLAR: Files Form F-3, Proposes to Sell $80MM Securities
------------------------------------------------------------
LDK Solar Co., Ltd., filed with the U.S. Securities and Exchange
Commission a Form F-3 notifying the SEC that it may offer and sell
ordinary shares, including ordinary shares represented by American
depositary shares, preferred shares, warrants, stock purchase
contracts or equity-linked securities in any combination from time
to time in one or more offerings.  In addition, the prospectus may
be used to offer securities for the account of persons other than
the Company.

The proposed maximum aggregate offering price is $80 million.

The Company's ADSs are listed on the New York Stock Exchange under
the symbol "LDK."  Each ADS represents one ordinary share, par
value $0.10 each.

A copy of the filing is available for free at:

                       http://is.gd/CuBiXC

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

The Company's balance sheet at March 31, 2012, showed US$6.63
billion in total assets, US$5.96 billion in total liabilities,
US$228.21 million in redeemable non-controlling interests and
US$447.32 million in total equity.


LEE BRICK: Seeks Approval of Nicholls as Bankruptcy Counsel
-----------------------------------------------------------
Lee Brick & Tile Company is seeking approval to employ Gregory B.
Crampton and Kevin L. Sink of the law firm of Nicholls & Crampton,
P.A.

The attorneys will, among other things, (a) give legal advice with
respect to their duties and powers; (b) prepare on behalf of the
Debtor necessary pleadings, plan of reorganization, disclosure
statement and other papers necessary in the case, and (c) perform
all necessary legal services in connection with the Debtor's
reorganization.

The Debtor will employ the attorneys on an hourly basis for work
performed.  Mr. Crampton will charge $450 per hour, Mr. Ink will
charge $390 per hour, and other attorneys will charge $325, and
the paralegals $110.  The Debtor has paid a retainer of $100,000.

The attorneys represent no interest adverse to the Debtor.

                          About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million.  Capital
Bank is owed $13.0 million, of which $6.5 million is secured.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.


LEHMAN BROTHERS: Klayman & Toskes Pursue Securities Arbit. Claims
-----------------------------------------------------------------
Securities arbitration law firm of Klayman & Toskes is continuing
to pursue securities arbitration claims against UBS Financial
Services with the Financial Industry Regulatory Authority's Office
of Dispute Resolution, on behalf of investors who sustained losses
in Lehman Brothers 100% Principal Protection Notes.  K&T has also
been retained on behalf of investors who lost money in other
Lehman Brothers structured products.  A full text copy of the
press release is available at http://is.gd/ZL2euH

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEVI STRAUSS: Reports $13.2 Million Net Income in Second Quarter
----------------------------------------------------------------
Levi Strauss & Co. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $13.24 million on $1.04 billion of net revenues for the three
months ended May 27, 2012, compared with net income of $20.51
million on $1.09 billion of net revenues for the three months
ended May 29, 2011.

The Company reported net income of $62.54 million on $2.21 billion
of net revenues for the six months ended May 27, 2012, compared
with net income of $59.67 million on $2.21 billion of net revenues
for the six months ended May 29, 2011.

The Company's balance sheet May 27, 2012, showed $2.89 billion in
total assets, $2.99 billion in total liabilities, $5.02 million in
temporary equity, and a $110.65 million total stockholders'
deficit.

"It is clear that the economic headwinds are getting stronger.
While our business grew in the Americas, primarily driven by our
own retail stores, Europe continues to be a challenge, and for the
first time in two years our business in Asia declined," said Chip
Bergh, president and chief executive officer.  "In the face of
these tougher economic conditions, we are rationalizing our
business, reducing operating costs and focusing our resources on
the opportunities that will have the most impact in growing
shareholder value."

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

                        http://is.gd/gLXM3R

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.

"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.

In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings.  Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.

Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures.  The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012.  The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.


LSP ENERGY: Inks Deal With Bondholders Over $80MM Claim
-------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that LSP
Energy Inc. has agreed to settle a lawsuit against a group of
bondholders who funded the construction of the company's
Mississippi power plant over their demand for an $80 million
payment.

                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


LUMBER PRODUCTS: James G. Murphy Okayed as Auctioneer
-----------------------------------------------------
Edward C. Hostmann, the Chapter 11 trustee for the estate of
Lumber Products, obtained approval from the bankruptcy court to
employ James G. Murphy, Co. as auctioneer.

The bankruptcy judge previously approved the original application,
which sought to hire Murphy as machinery and equipment appraiser.

On May 22, 2012, the Chapter 11 Trustee filed a First Amended
Motion for Order Approving (A) Sale of Assets Free and Clear of
Liens, Claims and Encumbrances, (B) Assumption and Assignment of
Executory Contracts, and (C) Bid Procedures.  It is anticipated
that some of the Debtor's equipment may not be sold pursuant to
the procedures set forth in the Sale Motion and, accordingly, may
need to be auctioned separately.

Murphy -- webinfo@murphyauction.com -- will serve as auctioneer of
any of the Debtor's equipment not sold pursuant to the Sale
Motion.

The Chapter 11 Trustee attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

With respect to any assets sold by Murphy at auction, Murphy will
charge and retain a 10% buyer's premium from each sale.  The
Debtor's estate will be responsible for payment of advertising
expenses and other out-of-pocket expenses incurred by Murphy in
connection with the auctions; provided the incurrence of the
expenses has first been approved in writing by the Chapter 11
Trustee.  The expenses will be deducted and paid to Murphy from
the sale proceeds.

The bankruptcy judge entered a separate order authorizing the
Chapter 11 trustee to employ Great American Group, LLC as
liquidating agent.

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


LUMBER PRODUCTS: Chapter 11 Plan Due July 31
--------------------------------------------
Edward C. Hostmann, the Chapter 11 trustee for the estate of
Lumber Products, is required to submit a Chapter 11 plan of
reorganization and explanatory disclosure statement by July 31,
2012, according to a notice posted in the docket.  The trustee is
also required to submit a report July 31.

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.

Edward C. Hostmann, the Chapter 11 trustee, is represented by
Tonkon Torp LLP.


M WAIKIKI: Modern Honolulu Hotel Reorganization Plan Confirmed
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Davidson Family Trust from Incline Village,
Nevada, will retain ownership of the 353-room Modern Honolulu
hotel, thanks to a confirmation order approving a bankruptcy
reorganization plan for the project.  The Davidson trust retains
ownership in return for a $32.2 million cash contribution plus an
undisclosed amount necessary to pay a settlement with Marriott
International Inc.

The report recounts that the hotel and Marriott, the former
manager of the property, were in lawsuits since before the Chapter
11 reorganization began in August 2011.  The hotel and Marriott
filed competing reorganization plans, and the bankruptcy court was
in the midst of hearings to decide which to approve.  The dispute
was resolved when Marriott agreed to accept a cash payment in
satisfaction of its secured and unsecured claims. The amount of
the payment wasn't disclosed.

According to the report, the owner's plan, approved in a July 10
confirmation order, will pay unsecured creditors in full, with
interest.  Secured lender Wells Fargo Bank NA will have its debt
paid down by $30 million when the plan is implemented, with the
remainder paid in full over time.

A copy of Judge Robert Faris' July 10, 2012 Findings of Fact and
Conclusions of Law with Respect to Fifth Amended Joint Plan of
Reorganization is available at http://is.gd/XqaAHQfrom
Leagle.com.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., at Klevansky Piper, LLP, in Honolulu, Hawaii, are the
attorneys to the Debtor.  Bickel & Brewer serves as special
litigation counsel.  The Debtor tapped XRoads Solutions Group,
LLC, and Xroads Case Management Services, LLC, as its financial
and restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.

James A. Wagner, Esq., and Chuck C. Choi, Esq., at Wagner Choi &
Verbrugge, in Honolulu, serve as bankruptcy counsel for the
Creditors' Committee.


MAGNA ENTERTAINMENT: Court Rejects Claim Over Santa Ana Lease
-------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath sustained the objection of Magna
Entertainment Corp. and its affiliates to, and disallowed, the
claim filed by Santa Anita Associates Holding Co., LLC -- Caruso
-- and Santa Anita Associates, LLC.

Beginning in 2004, a non-debtor affiliate of the Debtors, Santa
Anita Enterprise, Inc., entered into discussions with Caruso
regarding the development of a high-end shopping center adjacent
to the Santa Anita Racetrack on property owned by The Santa Anita
Companies, Inc.  That agreement was encompassed in an LLC
Agreement in 2006, pursuant to which Caruso and Enterprise each
owned a 50% interest in Associates and Caruso acted as the
managing member.  Although SAC was not a party to the agreement,
it was contemplated that SAC would enter into a ground lease of
the Property with Associates if certain conditions were met.  SAC
confirmed this by letter in March 2007.

During the course of their bankruptcy cases, the Debtors marketed
their assets for sale, including the assets of SAC and their
interest in the joint venture with Caruso; Caruso was aware of
these efforts and had discussions with some of the prospective
buyers regarding the project.  Ultimately, a settlement was
reached in January 2010 whereby MI Developments US Financing,
Inc., would acquire certain assets of the Debtors including the
Property and the Santa Anita Racetrack.  The Debtors filed a joint
plan of reorganization incorporating that settlement which was
confirmed on April 29, 2010, and became effective on April 30,
2010.

By letter dated April 12, 2010, Enterprise sent notice of
termination (effective May 12, 2010) of the LLC Agreement on the
basis that the conditions specified in the LLC Agreement had not
been timely satisfied.  Caruso responded to the termination
notice, disputing Enterprise's assertions.  As of May 12, 2010,
the purported effective date of the termination, none of the
Recapture Conditions specified in the LLC Agreement had been
satisfied and no ground lease had been executed by SAC.

On May 28, 2010, Caruso and Associates filed a claim against the
Debtors in excess of $21 million for damages resulting from SAC's
failure to enter into the ground lease.  On July 19, 2010, the
Debtors filed an objection to the claim, in which the Creditors'
Committee joined.

In denying the claim, Judge Walrath said the Debtors properly
terminated the LLC Agreement and accordingly, any claim Caruso and
Associates may have against the Debtors, including SAC, has been
released.

A copy of Judge Walrath's July 9, 2012 Opinion is available at
http://is.gd/Qqwl9Efrom Leagle.com.

                 About Magna Entertainment Corp.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 09-10720) on March 5,
2009.

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, served as the Debtors' bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., served as the
Debtors' local counsel.  Miller Buckfire & Co. LLC acted as the
Debtors' investment banker and financial advisor.  Kurtzman Carson
Consultants LLC served as the claims and noticing agent for the
Debtors.

Magna Entertainment Corp. had total assets of $1.054 billion and
total liabilities of $947.3 million based on unaudited
consolidated financial statements as of Dec. 31, 2008.

On April 29, 2010, the Bankruptcy Court confirmed the Second
Modified Third Amended Joint Plan of Magna Entertainment Corp.,
its affiliated Debtors, the official committee of unsecured
creditors, MI Developments Inc., and MI Developments US Financing.
The Debtors emerged from Bankruptcy on April 30, 2010.


MAMMOTH LAKES: Creditor Says Town Ignored Settlement Offers
-----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
primary creditor in the Chapter 9 bankruptcy case of Mammoth
Lakes, Calif., accused the town of ignoring offers to settle the
$43 million judgment in an objection to Mammoth Lakes' request for
a quick decision on its Chapter 9 eligibility.

The town of Mammoth Lakes, a small California resort community
near Yosemite National Park, filed a Chapter 9 bankruptcy petition
(Bankr. E.D. Calif. Case No. 12-32463) on July 3, 2012, estimating
$100 million to $500 million in assets and $50 million to $100
million in debts.  Bankruptcy Judge Thomas C. Holman oversees the
case.  Lawyers at Fulbright & Jaworski LLP and Klee, Tuchin,
Bogdanoff & Stern, LLP, serve as the Debtor's counsel.  The
petition was signed by Dave Wilbrecht, town manager.


MDC 2: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------
Debtor: MDC 2, LLC
        2070 S Orange Blossom Tr
        Apopka, FL 32703

Bankruptcy Case No.: 12-09323

Chapter 11 Petition Date: July 10, 2012

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

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

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

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

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-09323.pdf

The petition was signed by Kenneth L Wood, managing member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
G.W. Partners, Ltd. 1                  12-02045   02/17/12
G.W. Partners, Ltd. 2                  12-02046   02/17/12
G.W. Partners, Ltd. 3                  12-02047   02/17/12
MDC 5, LLC                             12-04678   04/09/12
MDC 9, LLC                             12-02048   02/17/12


MEDICO INSURANCE: A.M. Best Raises Finc'l. Strength Rating to B+
----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good)from B- (Fair) and issuer credit rating to "bbb-" from "bb-"
of Medico Insurance Company (Medico) (Omaha, NE).  Both ratings
have been removed from under review with positive implications and
assigned a stable outlook.

Medico's ratings had been placed under review following the
announcement of American Enterprise Group, Inc.'s (American
Enterprise) (Des Moines, IA) intent to have Medico join the
American Enterprise Mutual Holding Company organization.

The rating upgrades reflect Medico's merger with American
Enterprise effective July 1, 2012 and the subsequent capital
contribution of $25 million bolstering its risk-adjusted capital
position.  The merger will provide an expense synergy for Medico
and a sizable growth opportunity in the senior market for American
Enterprise.

A.M. Best believes Medico will benefit from being part of a
stronger organization with considerable financial resources and a
recognized name in the Medicare supplement market.  Medico will
continue to operate as a single entity in Omaha under its present
name and will continue to sell Medico products through its
independent agents.

Positive rating actions could occur with a successful integration
of Medico into the American Enterprise group along with
improvement in its earnings.  Negative rating actions could occur
if there is deterioration in Medico's capital due to operating
losses or a decrease in the financial support from American
Enterprise.


MF GLOBAL: Customer Says Unauthorized Trades Were Made
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Bullion Exchange ABEX Inc. alleges that the
defunct commodity broker MF Global Inc. made unauthorized trades
in its account.  In objecting to the MF Global's trustee decision
to deny its claim, ABEX also charges that MF Global drained some
of the property in its account into a "shell account" for MF
Global with an almost identical account number.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Customer Claims Worth 93% at Minimum
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the demand for customer claims against MF Global Inc.
is so strong that at least one buyer is willing to guarantee that
auctioning off a claim will bring no less than a 93% recovery.
CRT Capital Group LLC, which has been buying and selling customer
claims against the defunct futures broker, is setting up weekly
auctions.  For a domestic customer of $100,000 or less, CRT will
buy the claim for 93 cents on the dollar if the auction fails to
bring more.

According to the report, Joe Sarachek, Managing Director of
Special Situations at CRT, said that the price reflects investors'
desire to make investments "with a limited downside." MF Global
claims are attracting buyers, Mr. Sarachek said, because "other
markets are scary."  For domestic customer claims of more than
$100,000, Stamford, Connecticut-based CRT will pay 94.5%, absent a
higher price at auction. For claims of more than $100,000
resulting from MF Global accounts held in the U.K. branch, the
guarantee at auction is 75%.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.


MOUNTAIN STATE: Moody's Lowers Rating on Revenue Bonds to 'B1'
--------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Baa3 its
rating on the revenue bonds of Mountain State University and
maintains the rating on review for possible downgrade in
conjunction with the withdrawal of its accreditation effective
August 27, 2012 from the Higher Learning Commission of the North
Central Association. The rating action affects $5.6 million of
rated debt issued through the City of Beckley, WV and the Raleigh
County Building Commission, WV. Moody's review of the credit will
focus on the university's appeal of the loss of its accreditation,
fall 2012 enrollment, cash balances, and the potential for
acceleration of bank debt.

Summary Rating Rationale

The downgrade to B1 from Baa3 reflects the withdrawal of the
university's accreditation by the Higher Learning Commission of
the North Central Association of Colleges and Schools, effective
August 27, 2012. While the university plans to appeal the decision
and the commission's process provides for that, Moody's believes
the Higher Learning Commission of the North Central Association
(HLC) decision signals an increased likelihood that the university
will ultimately lose its accreditation. Headquartered in Beckley,
West Virginia Mountain State University is a private, not-for-
profit university that had 3,995 full-time equivalent students in
fall 2011 across multiple branch campuses, teaching sites and
distance learning programs. The university has been highly reliant
on student charges (89% of revenue in fiscal 2011) with a history
of strong operating cash flow performance.

The loss of accreditation is one of the largest enterprise risks
universities face. The loss would be a sharp blow to the Mountain
State University business model with the expectation that
enrollment would plummet and its students would no longer be able
to benefit from federal financial aid programs. As of fall 2011,
81% of full-time undergraduate received financial aid with the
majority of those participating in federal programs. If the appeal
process results in the full withdrawal of the accreditation,
Moody's notes that university will likely have a better cash
cushion than other similarly rated universities. As of May 31,
2011, cash and investments covered debt by 148%. This cash cushion
increases the prospects for timely debt service payments for some
period. The university does, however, have bank debt that enjoys a
collateralized interest in approximately $11 million of its cash
and investments, reducing the amount available for the Series 2004
bonds.

Principal Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


NATIONAL SERVICE INDUSTRIES: Files for Chapter 7 Liquidation
------------------------------------------------------------
National Service Industries Inc., an Atlanta-based company that
provides linens to the health-care, lodging and restaurant
industries, filed for Chapter 7 liquidation (Bankr. D. Del. Case
No. 12-12057).

According to Bloomberg News, the Debtor estimated assets of less
than $500,000 and debt of as much as $100 million.  Chapter 7
proceedings let companies liquidate their assets while being
protected from creditors.

"The board has determined that it is in the best interest of the
company, its creditors, and other interested parties to file a
voluntary petition for relief under Chapter 7," the company said
in a corporate document filed with the court.


NET ELEMENT: Unit Borrows US$4.6 Million from Sat-Moscow
--------------------------------------------------------
OOO Net Element Russia, a subsidiary of Net Element, Inc., entered
into a Loan Agreement, dated July 4, 2012, with OOO Sat-Moscow.
Pursuant to the Loan Agreement, Sat-Moscow agreed to loan to Net
Element Russia 150 million Russian rubles (or approximately
US$4,636,928 based on the currency exchange rate as of the close
of business on June 4, 2012).

The loan is unsecured and must be funded within five business days
from July 4, 2012.  The loan is intended to be used by Net Element
Russia for working capital and the development of the business of
OOO TOT Money, which is a subsidiary of Net Element, Inc., that
was recently formed to adapt the existing revenue sharing platform
used in Openfilm.com to a mobile commerce payment processing
platform.  The interest rate under the Loan Agreement is 8.15% per
annum and outstanding principal and interest is due on or before
Nov. 1, 2012.  The loan may be pre-paid at any time without
penalty or charge.

Under the Loan Agreement, the required repayment date of the loan
may be accelerated if an event of default occurs under the terms
of the Loan Agreement, including if certain bankruptcy, receiver,
insolvency or dissolution events occur with respect to Net Element
Russia or if Net Element Russia fails to timely pay principal or
interest under the Loan Agreement and such failure continues for
60 business days from the date of receipt of written notice of
such failure from Sat-Moscow.  Sat-Moscow is indirectly controlled
by Kenges Rakishev, a director of Net Element, Inc.

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.34 million in total assets, $6.83 million in total liabilities,
and a $4.49 million total stockholders' deficit.


NEW ENTERPRISE: S&P Cuts Corporate Credit Rating to 'CCC-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on New
Enterprise, Pa.-based New Enterprise Stone & Lime Co. Inc.,
including its corporate credit rating to 'CCC-' from 'CCC+', and
kept all ratings on CreditWatch with negative implications, where
they were placed on June 8, 2012.

"At the same time, we lowered the issue-level rating on the
company's $265 million senior secured notes due 2018 to 'CCC-'
(the same as the corporate credit rating) from 'CCC+'," S&P said.

"The recovery rating is '3', indicating our expectation of
meaningful (50% to 70%) recovery in the event of a default. We
also lowered the rating on the $250 million senior notes due 2018
to 'C' (two notches lower than the corporate credit rating) from
'CCC-'. The recovery rating on these notes is '6', indicating our
expectation of negligible (0% to 10%) recovery in the event of a
default," S&P said.

The issue-level ratings are also on CreditWatch with negative
implications.

"The downgrade and CreditWatch placement follows the recent
announcement that New Enterprise needs additional time to file its
already delinquent annual financial report on Form 10-K," said
Standard & Poor's credit analyst Thomas Nadramia.

The company attributed the filing delay to problems related to a
new enterprise wide resources planning system and to material
weaknesses in internal controls over financial reporting.

The company expects to complete  and file the Form 10-K by
July 31, 2012, and the first fiscal quarter Form 10-Q by Sept. 15,
2012. However, there can be no assurances that the preparation and
filing of the Form 10-K or the Form 10-Q will not be further
delayed.

The company's ABL facility required it to deliver its fiscal year
2012 annual financial statements to the lender by May 29, 2012,
and its first fiscal quarter 2013 financial statements to the
lender by July 16, 2012. The company is in discussions with its
lender to obtain an extension to these financial reporting
requirements. Although the company anticipates that it will
receive an extension, it is not certain. A failure to obtain such
an extension could result in an acceleration of the company's debt
under the ABL facility and a cross-default under the company's
other debt.

"In addition to technical defaults under various debt obligations,
the delayed filing limits visibility into the company's recent
operating results and raises concern that liquidity could become
more constrained than we previously anticipated if cash flows are
weaker than our most recent estimates. We had previously expected
the company to be modestly cash flow positive in 2012 and to
maintain availability of between $70 million and $100 million
under its $170 million asset-based revolving credit facility," S&P
said.

New Enterprise is a privately held company that sells construction
materials including aggregates, concrete, and concrete products;
engages in highway construction and paving; and provides traffic
safety services and equipment. Its operations are concentrated in
Pennsylvania and western New York.  "We will resolve the
CreditWatch listing when the company files its delinquent annual
report and after we have had an opportunity to discuss the
company's liquidity, the state of its internal controls, and its
most recent operating performance. We could affirm our ratings and
remove them from CreditWatch if the company obtains financial
reporting extensions from its lenders and resolves any potential
technical default--and if it appears that 2012 operating cash flow
will be neutral or modestly positive as we had previously
assumed," S&P said.

"We would lower our rating to 'CC' if we viewed a payment default
to be imminent. This could occur if further filing delays trigger
a technical default that results in an acceleration of its
indebtedness," S&P said.

                          *     *     *

The $250 million in 11 percent senior unsecured notes last traded
July 12 for 68 cents on the dollar, to yield 20.359 percent,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.


NEWPAGE CORP: Bondholders Asks Court to Appoint Mediator
--------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a group of junior
bondholders blasted NewPage Corp. on Tuesday for rebuffing a
$1.5 billion merger offer from private equity-owned Verso Paper
Corp. and asked a Delaware bankruptcy judge to appoint a mediator
to referee talks on the troubled paper manufacturer?s
reorganization plan.

On July 3, NewPage and its first-lien noteholders announced that
they had rejected the bid from Verso -- a rival owned by private
equity firm Apollo Global Management LLC -- saying the company
would continue to pursue the stand-alone reorganization plan,
according to Bankruptcy Law360.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NORD RESOURCES: Sprott Inc. Cuts Stake to 2% of Total Shares
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sprott Inc. disclosed that, as of June 29,
2012, it beneficially owns 2,235,446 shares of common stock of
Nord Resources Corporation which represents 2% of the shares
outstanding.

Sprott previously reported beneficial ownership of 8,894,100
common shares or a 7.7% equity stake as of Dec. 31, 2011.

A copy of the amended filing is available for free at:

                         http://is.gd/FYD932

                        About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources reported a net loss of $10.31 million on
$14.48 million of net sales in 2011, compared with a net loss of
$21.20 million on $28.64 million of net loss in 2010.

The Company's balance sheet at March 31, 2012, showed
$54.81 million in total assets, $65.15 million in total
liabilities, and a $10.34 million total stockholders' deficit.


NORTEL NETWORKS: Creditors Irked by Slow Mediation Over $9BB
------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Nortel Networks Corp. creditors are champing at the bit to get at
the $9 billion-plus amassed in the company's bankruptcy and
fretting over the pace of efforts to broker a deal about how to
split the money up.

                       About Nortel Networks

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


OAK CREEK: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Oak Creek Properties, LLC.
        160 W Camino Rfeal #225
        Boca Raton, FL 33432

Bankruptcy Case No.: 12-26632

Chapter 11 Petition Date: July 10, 2012

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

Judge: Paul G. Hyman Jr

Debtor's Counsel: Chad T. Van Horn, Esq.
                  VAN HORN LAW GROUP P.A.
                  330 N Andrews Ave #450
                  Ft Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  E-mail: chad@cvhlawgroup.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 David Meek, for MFP Investments I,
LLLP.


OVERSEAS SHIPHOLDING: S&P Cuts LT Corp. Credit Rating to 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Overseas Shipholding Group Inc. to 'CCC+' from
'B-'.

"The downgrade reflects our belief that OSG may not generate
enough internal cash flow to meet debt maturities and capital
commitments for new vessel deliveries in 2013," said Standard &
Poor's credit analyst Funmi Afonja.

"Unless OSG raises funds, for example through asset sales or new
borrowings, we believe the company will have insufficient funding
by February of next year."  "We also lowered our ratings on the
company's senior unsecured debt to 'CCC+' from 'B-', the same as
the corporate credit rating," S&P said.

The '3' recovery rating remains unchanged, indicating our
expectation that lenders will receive a meaningful (50%-70%)
recovery in a payment default scenario.

The company is facing a potential funding gap in 2013.
As of March 31, 2012, OSG had borrowed $256.1 million more under
its existing revolver than the commitment under the forward-start
facility, which will take effect when the existing revolver
matures early next year.

And the gap could increase if the company draws further on its
revolver. The outlook is negative.

"We would lower the ratings further if we believe there is
increasing likelihood the company will not be able to meet the
funding gap," Ms. Afonja said.

New York City-based OSG is one of the world's leading liquid bulk
shipping companies. As of March 31, 2012, the company operated a
fleet of 113 vessels (67 owned, 46 chartered-in), totaling about
10.8 million deadweight tons. The company will take delivery of
two vessels in 2013, bringing its total fleet to 115 vessels.
"Standard & Poor's categorizes OSG's business profile as "weak,"
its financial risk profile as "highly leveraged," and its
liquidity as "weak" under our criteria," S&P said.


PATRIOT COAL: Klayman & Toskes Probes on Behalf of Shareholders
---------------------------------------------------------------
The Securities Arbitration Law Firm of Klayman & Toskes, P.A. is
investigating claims on behalf of Patriot Coal Corp. shareholders
who sustained investment losses due to an over-concentration of
Patriot Coal stock.  Trading at about $80 per share in June of
2008, the share price of Patriot Coal has plummeted and is now
essentially worthless.  The company filed for bankruptcy
protection earlier this week.  As a result, investors who held
concentrated stock positions in Patriot Coal during this time
period have sustained significant losses.

Since 2000, K&T has pioneered the representation of High Net Worth
and Ultra-HNW clients who sustained investment losses as a result
of holding concentrated positions in a single security or sector,
in a full-service brokerage account.  The clients we represented
and continue to represent include founders of public companies and
key employees from virtually every industry who received large
grants of stock options or Rule 144 restricted stock. The claims,
filed in the Financial Industry Regulatory Authority Arbitration
Department f/k/a NASD and NYSE, focused on the mismanagement of
the clients' portfolios given the fact that there were risk
management strategies that would have protected the value of the
concentrated portfolio.  Such risk management strategies include
stop loss and limit orders, protective puts and collars.  Stop
loss orders, limit orders and protective puts provide an account
with downside protection and an exit strategy should the stock
decline in value.  A hedge strategy, known as a "zero cost"
collar, would have created a range of value that the portfolio
would have maintained irrespective of the fluctuation and
direction of the underlining stock price.  The failure to use risk
management strategies as well as the failure to "hedge" the value
of a concentrated portfolio directly exposes an investor's
concentrated position to the fluctuations in the volatile
securities markets.

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal Corporation (NYSE: PCX) and nearly 100 affiliates
filed voluntary Chapter 11 petitions in U.S. bankruptcy court in
Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9,
2012.

Patriot said it had $3.57 billion of assets and $3.07 billion of
debts, and has arranged $802 million of financing to continue
operations during the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.

The case has been assigned to the Honorable Shelley C. Chapman.


PEMCO WORLD: Wants Plan Filing Deadline Moved to Oct. 31
--------------------------------------------------------
Pemco World Air Services Inc. and its affiliates ask the
bankruptcy court to extend their exclusive periods to file a
Chapter 11 plan and to solicit acceptances for such plan to
Oct. 31, 2012, and Dec., 29, 2012.

The current exclusive filing period will expire Aug. 31.  The
Debtors say that a 120-day extension will provide them time to
complete the various tasks that may need to be completed before a
plan can be confirmed.

Pemco says that since the sale of assets to VT Systems Inc. it has
been in the process of negotiating the framework of the Chapter 11
plan wit the official committee of unsecured creditors and
drafting the plan and disclosure statement.

A hearing on the request is scheduled for Aug. 7 at 10:30 a.m.
Objections are due July 16.

                   About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PEREGRINE FINANCIAL: Bodenstein Named New Chapter 7 Trustee
-----------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reports that
the U.S. Justice Department's bankruptcy watchdog on Wednesday
named Ira Bodenstein of the Chicago law firm Shaw Gussis Fishman
Glantz Wolfson & Towbin LLC as trustee in Peregrine Financial
Group Inc.'s bankruptcy case, replacing Allan J. DeMars of
Chicago-based Spiegel & Demars.

Mr. Bodenstein is in charge of unwinding the Cedar Falls, Iowa,
brokerage firm, whose clients' accounts were frozen this week amid
a suspected $215 million shortfall in customer accounts.

According to the report, Mr. Bodenstein said information on a
first meeting of creditors of the firm, which operates as PFGBest,
should be available in the "near future."

The report relates Mr. DeMars said he was resigning the position.
Mr. DeMars earlier on Wednesday told the Journal, "I am not
serving as the trustee."

Mr. Bodenstein served in the U.S. Trustee's office from 1998 until
2006, when he joined Shaw Gussis. He now serves in a pool of
Chapter 7 trustees.

                    About Peregrine Financial

Peregrine Financial Group Inc. on July 10, 2012, filed to
liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D.
Ill. Case No. 12-27488), disclosing between $500 million and $1
billion of assets, and between $100 million and $500 million of
liabilities.

Earlier on July 10, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The case is
U.S. Commodity Futures Trading Commission v. Peregrine Financial
Group Inc., 12-cv-5383, U.S. District Court, Northern District of
Illinois (Chicago).

Peregrine's Chief Executive Russell R. Wasendorf Sr.
unsuccessfully attempted suicide outside a firm office in Cedar
Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer.  The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.


PEREGRINE FINANCIAL: Sued By CFTC, Assets Frozen
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that customers of Peregrine Financial Group Inc. may end
up with a larger recovery if the liquidation of the futures
commission merchant doesn't play out in bankruptcy court.

The report recounts that the U.S. Commodity Futures Trading
Commission filed a receivership action on July 10 against
Peregrine in U.S. District Court in Chicago.  Later that day, the
district judge froze the firm's assets and appointed a receiver.
At the end of the day, Peregrine filed its own Chapter 7
bankruptcy petition, also in Chicago, where a different trustee
was appointed to carry out a liquidation.

Mr. Rochelle notes that ordinarily, a bankruptcy takes precedence
over a previously pending receivership.  If that happens with
Peregrine, customers may come out worse on account of the so-
called safe harbor in bankruptcy.

Mr. Rochelle points out that in the liquidation of Bernard L.
Madoff Investment Securities Inc., for instance, many lawsuits
have been barred by the safe harbor which blocks a bankruptcy
trustee from suing to recovery part or all of money paid out in a
securities transaction, for margin payments, or in a swap.  The
safe harbor can block a suit, even to recover a fraudulent
transfer.

The safe harbor doesn't apply in receiverships, however,
Mr. Rochelle notes.  The CFTC said in a court filing that in
excess of $200 million of supposedly segregated customer funds had
been "misappropriated."  If it turns out that the money was
transferred in securities transactions, Peregrine's Chapter 7
trustee may be barred from suing successfully in some cases.

Mr. Rochelle discloses that the bankruptcy judge has the power to
abstain, allowing the receivership in district court to take
precedence over the Chapter 7 liquidation.  Or, the receivership
and bankruptcy could proceed in parallel, with the receiver filing
lawsuits otherwise blocked if the Chapter 7 trustee were the
plaintiff.

According to the report, the liquidation is shaping up as a case
where defrauded futures customers won't have their losses covered
by the Securities Investor Protection Corp., because Peregrine is
a registered futures commission merchant not protected by the SIPC
fund, according to SIPC Chief Executive Stephen P. Harbeck.  SIPC
was told that Peregrine's futures business is in a company
separate from the registered broker-dealer that is SIPC covered,
Mr. Harbeck said in an interview.

The Peregrine securities broker traded on a fully disclosed basis
where the accounts are held by a unit of Sterne Agee Group Inc.,
Mr. Harbeck said.  Mr. Harbeck said that customers of a futures
commission merchant like Peregrine are not eligible to be paid by
SIPC under a provision of the Securities Investor Protection Act.

Since securities customers can look to Sterne Agee and futures
customers aren't covered, "SIPC has not been informed that it is
appropriate to take action at this time" to protect customers,
Mr. Harbeck said in the interview.  If the facts are borne out as
SIPC has been informed, Peregrine will not play out like the MF
Global Inc. and Madoff liquidations where SIPC appointed trustees
and paid the costs of the liquidation.

Madoff customers, according to Mr. Rochelle, received payments
from SIPC because the Madoff firm was a registered broker covered
by SIPC. MF Global had securities and commodities customers under
one roof. Because commodities and futures customers of MF Global
weren't covered by the SIPC fund, the MF Global trustee isn't
distributing any SIPC funds to commodities and futures customers.

                    About Peregrine Financial

Peregrine Financial Group Inc. on July 10, 2012, filed to
liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D.
Ill. Case No. 12-27488), disclosing between $500 million and
$1 billion of assets, and between $100 million and $500 million of
liabilities.

Earlier on July 10, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's Chief Executive Russell R. Wasendorf Sr.
unsuccessfully attempted suicide outside a firm office in Cedar
Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.


PINNACLE AIRLINES: Agrees to Wind Down Colgan Air by Sept. 5
------------------------------------------------------------
Pinnacle Airlines Corp. Chief Executive Officer John Spanjers sent
a letter to employees to provide update on the status of the wind
down of the operations of Colgan Air, Inc.

Currently, Colgan has 5 Saab lines of flight at Dulles (IAD),
and 14 Q400 lines of flight operating at IAD and Newark (EWR).

Pinnacle originally planned for IAD to wind down in August, and
EWR to wind down by December 1.  However, Mr. Spanjers said,
United United Air Lines Inc. asked the Company to wind down all
operations by Sept 5, 2012, and Pinnacle agreed.

The IAD Saabs will end operations on July 31 as planned.

"The Q400 operations will continue as planned in July, see a
slight reduction in August and operate its last scheduled flight
on September 5," Mr. Spanjers wrote in the letter.  "This will
complete the wind down of our Colgan operations and officially
conclude our flying relationship with United,"he added.

Pinnacle will need a number of Colgan employees to stay beyond
September 5 in order to wrap up the remaining elements of the
Company's wind down plan.

"I know this process is difficult," the CEO wrote.  "However, this
wind down is a necessary step in our efforts to create a viable
business plan for Pinnacle."

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

                        http://is.gd/c75EhB

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PLEASANT HILL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pleasant Hill Holdings, LLC.
        160 W Camino Real #225
        Boca Raton, FL 33432

Bankruptcy Case No.: 12-26639

Chapter 11 Petition Date: July 10, 2012

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

Judge: Erik P. Kimball

Debtor's Counsel: Chad T. Van Horn, Esq.
                  VAN HORN LAW GROUP P.A.
                  330 N Andrews Ave #450
                  Ft Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  E-mail: chad@cvhlawgroup.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 David Meek, for MFP Investments I,
LLLP.


PMI GROUP: Deutsche Bank Discloses 4.51% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Deutsche Bank AG disclosed that, as of
June 30, 2012, it beneficially owns 7,658,619 shares of common
stock of The PMI Group Inc. representing 4.51% of the shares
outstanding.  A copy of the filing is available for free at:

                     http://is.gd/nUEpD7

                     About The PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PREMIER PAVING: In Talks With Buyers, Wants Plan Extension
----------------------------------------------------------
Premier Paving, Inc., is asking the bankruptcy judge to enter an
order extending by 10 months the exclusive periods to file and by
12 months to solicit a plan of reorganization.

The current exclusive filing period will expire on July 31, and
the solicitation period will expire Sept. 29, 2012.

The Debtor says that it has been in negotiation with its primary
secured creditor, Wells Fargo, regarding the use of cash
collateral.  It has also been talking to potential buyers and
brokers to evaluate the sale of its asphalt plant.  It has also
been exploring financing options.  In addition to the demands of
the bankruptcy case, as a construction company, the spring through
early fall is the Debtor's busy season.

The Debtor says that the additional time will allow it to focus on
key issues that will impact formulation and feasibility of a
Chapter 11 plan, including, the ability to use cash collateral,
whether financing can be obtained, the ability to obtain bonded
work, and whether the asphalt plant can be sold.

The Official Committee of Unsecured Creditors has raised
objections to the proposed extension.  It says that it cannot
determine why the Debtor's involvement with the mentioned
activities -- cash collateral, audit, sale of asphalt plant, etc.
-- warrants a 10-month extension.  The group points out that three
months into the case the Debtor is still negotiating for the use
of cash collateral, and it doesn't appear that the Debtor has done
much more.

The Committee also points out that the Debtor's postpetition
financial performance is well below its own projections.  For the
month of April 2012, which is the only month for which Debtor has
provided budget-to-actual data, the Debtor is over 50% below its
projected sales revenues.  Assuming that receipts are a measure of
gross income, the Debtor is over 30% below its projections for
May.

                        About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee his represented by
Onsager, Staelin & Guyerson, LLC.


PONTIAC, MI: Fitch Affirms Low-B Rating on Two Bond Classes
-----------------------------------------------------------
Fitch Ratings affirms the following ratings on Pontiac, MI (the
city):

  -- Approximately $1.7 million Pontiac water revenue bonds,
     series 1995 and 2002 at 'B-';

  -- Approximately $3.1 million Pontiac sewer revenue bonds,
     series 2002, at 'B-'.

The Rating Outlook is revised to Stable from Positive.

Security

The water revenue bonds are secured by net revenues of the city's
water system. The sewer revenue bonds are secured by net revenues
of the city's sewer system.

Key Rating Drivers

RELATIONSHIP TO GENERAL FUND: The ratings of the water and sewer
bonds reflect a strong connection with the city's overall
challenged financial condition (Fitch's rating on the city's
implied unlimited tax obligations is 'B-'; Rating Watch Negative).

OPERATIONS PRIVATIZED; SAVINGS EXPECTED: Fitch finds reasonable
the city's expectation for meaningful savings from the
privatization of both utility systems in fiscal 2012.
Additionally, new authority to shut off service in the event of
non-payment, effective February 2012, could provide improvement in
poor revenue collections.

REVENUES INCREASE; FINANCIALS IMPROVE: Rate increases were
implemented in December 2009 and June 2011 to achieve stable
financial margins.  Water rates were again raised, effective July
1, 2012, to pass through an anticipated rate increase from the
Detroit Water Board.

Financial performance in 2011 improved with water and sewer funds
experiencing strong cash flow and coverage of existing debt
obligations.  However, additional state loan obligation payments
begin in fiscal 2012, which will reduce overall financial margins
from 2011 levels.

WASTEWATER TREATMENT PLANT RESTRUCTURING: The City and County of
Oakland have reached an agreement to restructure wastewater
treatment plant operations so that the county can use excess
treatment capacity at the city's plant.  The anticipated
restructuring is expected to provide an up-front $55 million
payment to the City of Pontiac, funded by a bond issue by the
county.  The city's Emergency Manager (EM) anticipates using a
portion of the up-front payment to redeem the outstanding water
and sewer system bonds in fiscal 2013.

SIGNIFICANT PERSONNEL TURNOVER: Management and staff turnover and
the availability of timely information is an ongoing credit
concern.

Credit Profile

CLOSE CREDIT CONNECTION TO OVERALL CITY FINANCIAL CONDITION
In Fitch's view, the credit quality of the water and sewer ratings
is closely tied to the overall health of the city.  In the past,
the city has used funds from the water and sewer funds to provide
cash flow relief to the general fund.  While there are currently
no outstanding loans due from the general fund to the two systems,
the city's general financial position remains highly stressed.
Fitch therefore believes the system remains vulnerable to future
loans or transfers.

STATE OVERSIGHT PROVIDES RATE CONTROL
Following multiple years of weak financial performance, the state
appointed an EM in March of 2009.  The EM is employed by the state
to re-establish structural integrity and eliminate the city's
overall cumulative deficit within five years with authority over
labor negotiations, hiring, spending, and most other financial
concerns.  The current EM is the third since 2009, creating some
concern regarding turnover.  Importantly, the EM has unilateral
control over rate setting for the utilities.

IMPROVED FINANCIAL RESULTS; PRESSURE FROM ADDITONAL BORROWING
Both the water and sewer funds experienced strong cash flow
according to the 2011 audit.  Each system achieved positive debt
service coverage (over 7.0x for the water system and 3.0x for the
sewer system) with sizable increases to their previously slim cash
reserves. Water system cash reserves improved to over $5 million
(234 days operating cash) and the sewer system cash reserves
totaled $3.5 million (175 million days cash).  However, coverage
will decline as debt payments at each of the utilities increase
with the additional loan repayments to the state beginning in
fiscal 2012.

Loan proceeds are funding regulatory requirements for both
systems, certain of which were mandated by the state.  In 2009,
the city received authorization to borrow $5.5 million from the
state drinking water revolving fund and $16 million from the state
revolving fund for sewer fund improvements.  Both loans allowed
the city to take advantage of funds provided by the American
Recovery and Reinvestment Act which provide 40% principal
forgiveness on the loan amounts.  Based on the city's estimated
draw-down of loan funds, the first interest payments are due in
fiscal 2012.  The state loans are not expected to be refunded by
the $55 million upfront payment from the wastewater restructuring.

PRIVATE OPERATOR IN FISCAL 2012
As of July 1, 2011, United Water took over operations of the water
and sewer systems under an operating agreement with the city.  The
EFM reports that the contract provides savings of $2 million
annually for both funds combined under a fixed price contract.
The proposed wastewater restructuring would turn operations over
to a regional county board and, according to the EM, is expected
to provide additional operating savings to the sewer system since
the county would begin paying a portion of costs at the wastewater
treatment plant.

RATE INCREASES IMPLEMENTED; COLLECTIONS WEAK
Rates were increased 5% at the water system and 14% at the sewer
system as of July 1, 2011, although this reflects increasing water
supply and treatment costs from Detroit, the city's wholesale
water provider.  Water rates were again raised, effective July 1,
2012, to pass through an anticipated rate increase from the
Detroit Water Board.

Collection levels were only 84% based on information last provided
to Fitch.

Collectively, both funds had around $8 million in customer
receivables at the end of fiscal 2011, as compared to $22 million
in annual revenues. However, a city ordinance was passed allowing
for water service shut-off in the event of non-payment, which the
city is hoping will both improve collections and reduce the
uncollected amounts.  Uncollected amounts after six months can be
transferred to the county for collection on the property tax bill.


PONTIAC CITY, MI: Fitch Gives B- Implied ULTO Rating, on Watch Neg
------------------------------------------------------------------
Fitch Ratings has placed the following Pontiac Tax Increment
Finance Authority (TIFA), Michigan bonds on Rating Watch Negative:

  -- $2.3 million TIFA (development area #2) tax increment revenue
     and refunding bonds, series 2002.

In addition, Fitch assigns a 'B-' implied ULTGO rating with a
Rating Watch Negative to the city of Pontiac.

SECURITY

The bonds are limited obligations of the TIFA payable solely from
tax increment revenues collected in the development area.  There
is a funded debt service reserve to the IRS standard.

KEY RATING DRIVERS

SPECULATIVE GRADE ULTGO RISK FACTORS: The 'B-' implied ULTGO
rating reflects the city's poor financial performance, rooted in
its lack of revenue-raising flexibility, high fixed cost
structure, and weak economic profile.  The authority of the state-
imposed emergency manager (EM) to rein in certain costs is a
credit positive; however, structural budgetary balance remains
elusive.

TIF BONDS RELIANT ON CITY SUBSIDY: The 'CCC' rating on the TIFA
bonds reflects the city's demonstrated willingness to subsidize
debt service on the bonds, whose pledged revenues provide
insufficient support, which the city believes it is obligated to
continue under the terms of Act 4.

POTENTIAL INFUSION OF RESOURCES: The Rating Watch Negative
indicates a likelihood that Fitch will downgrade the ratings
absent successful execution of an agreement with Oakland County to
monetize the excess capacity at its regional wastewater treatment
plant.  This transaction would relieve near-term negative pressure
on the ratings by providing funds to repay debt and restore, at
least temporarily, general fund balance to positive levels.

MINIMAL TAX INCREMENT: Due to severe tax base declines tax
increment revenue has dropped to levels far below annual debt
service on the TIFA bonds.  Further tax base declines are
expected.

CONTINUED CITY SUBSIDIZATION: The rating relies solely on the
city's continued willingness and ability to subsidize debt service
from general resources.

WHAT COULD TRIGGER A RATING ACTION

FAILURE TO COMPLETE PLANNED WASTEWATER TRANSACTION: Should the
transaction with the county to monetize excess wastewater
treatment capacity not close within the next few months as
expected, the ratings will likely be downgraded.

CREDIT PROFILE

INCREMENT INSUFFICIENT TO SUPPORT DEBT SERVICE

Primary support for the bonds is derived from the city's continued
willingness to subsidize debt service, given the limited support
from pledged revenues.  The TIFA #2 base value totals $121.7
million and total taxable value equaled $152.7 million as of
fiscal 2012, generating a very low incremental to base value ratio
of 20%.  Taxable property values decreased 80% in fiscal 2012 from
the year prior largely due to a successful General Motors
Corporation (GM) tax appeal.

The city projects further tax base declines will completely
eliminate the incremental value in the near term.  Meaningful tax
base recovery is unlikely in the near or medium term, given the
depths of the real estate downturn, and the projection of
continued tax base erosion for the next several years.

Further thwarting the self-sufficiency of the debt is the passive
nature of the tax rate.  The aggregate property tax rate within
the district is set by the cumulative rates of all the overlapping
municipalities and may be adjusted at their sole discretion.
Therefore, the city has no direct control over the tax rate.

WEAK TAX COLLECTIONS

Citywide property tax collections have hovered around 75% for the
past two years.  As with all local entities within Oakland County,
the city is made whole via the county revolving delinquent tax
fund.  There is a charge back to the city after two years for
uncollected taxes and the county may decide to terminate the
revolving fund at any time.

STATE OVERSIGHT

Fitch believes Pontiac will continue to struggle economically and
financially as it works to transition away from its traditionally
manufacturing-based roots.  Following multiple years of weak
financial performance, the state appointed an emergency manager
(EM) in March of 2009.  The EM is employed by the state to re-
establish structural integrity and eliminate the accumulative
deficit within 5 years with authority over labor negotiations,
hiring, spending, and most other financial concerns.  Turnover is
a concern, as the city was assigned its third EM in three years,
in September 2011.  Fitch notes the current EM has used his
oversight to implement systemic expenditure changes that are
necessary for long term fiscal stability.

Pontiac has demonstrated extremely weak financial performance for
most of the past decade.  After issuing $21 million deficit bonds
in 2006 to reduce its cumulative general fund deficit, the city
generated operating deficits for next two subsequent years.  While
the city generated general fund operating surpluses after
transfers for fiscal 2009 and 2010, the fiscal 2010 surplus (1.7%
of spending) was achieved with several nonrecurring revenues, and
ended the fiscal year with a negative $4.1 million balance
(negative 10.1% of spending).

FUNDAMENTAL EXPENDITURE CHANGES

The EM employed extraordinary expenditure reduction methods
beginning in fiscal 2011, including outsourcing policing
responsibilities to Oakland County, privatizing several
governmental functions and dramatically reducing staff.  As a
result of the expenditure reductions coupled with the omission of
certain payments, the city generated a $4.6 million general fund
operating surplus after transfers (14% of spending) and ended
fiscal 2011 with a $554,732 balance or 2% of expenditures and
transfers out.  The positive ending general fund balance was the
first since fiscal 2002. The operating results were partially
achieved by omitting a $4.0 million pension and benefits payment
and a $1.9 million property tax refund to General Motors
Corporation.

UNCERTAIN FINANCIAL STANDING

The positive general fund position is projected to reverse as
several major revenue sources declined considerably in fiscal
2012.  Taxable property tax values declined 21% resulting in a
projected $3 million reduction in general fund property tax
revenues coupled with a $2.1 million (20%) decline in state
revenue sharing.  Otherwise stated, the city lost $5.1 million or
23% of combined property tax and state aid compared to the year
prior. Total general fund revenue declined $5.5 million (13%) for
the year.

Despite expenditure reductions enacted by the EM, including the
outsourcing of fire protection services to an adjacent township
effective February 2012, consolidating 20 healthcare plans into
one, and privatizing several additional municipal services, the
city projects ending FY12 with an $8.9 million operating deficit,
leaving an accumulated general fund deficit of $8.4 million.

The city has made significant strides in limiting operating
expenditures.  The regionalization and privatization of most
municipal services has had or will have multiple benefits
including the reduction of absolute cost, suppression of
expenditure growth via fixed price contracts, and the elimination
of ancillary costs such as liability insurance and litigation
costs.  Furthermore, the two-thirds reduction in the city's
workforce, including the elimination of 118 public safety
positions, will materially alter future retirement and OPEB
obligations.  Despite the progress made, the preliminary fiscal
2013 budget shows recurring expenditures still exceeding recurring
revenues by approximately $5.9 million.

ASSET MONETIZATION WOULD RESTORE GENERAL FUND BALANCE

The agreement with Oakland County to monetize the excess capacity
of the wastewater treatment plant is expected to generate $55
million for the city.  Proceeds will be used to put money aside
for water and wastewater system improvements ($5 million), retire
revenue debt associated with the system ($5 million), retire the
2006 fiscal stabilization bonds ($16.3 million), retire 2006 tax
increment finance authority/building authority bonds ($9.6
million), and to pay the property tax appeal refund due to General
Motors ($2 million).  The remaining $17.1 million will be
deposited in the general fund, restoring the fund balance to a
projected positive $4.7 million at the end of fiscal-year
(FY)2013.  Absent the wastewater transaction, the general fund
balance is projected to sink to a negative $14.3 million, or
negative 40% of projected general fund spending.

Fitch believes that the magnitude of this accumulated deficit in
combination with the large structural budget gap would be
inconsistent with the current rating level.  There are no plans to
refund or redeem the Fitch-rated TIFA bonds prior to the stated
maturity of 2022.

CHALLENGING ECONOMIC PROFILE

Pontiac has been adversely impacted by the decline of the auto
industry where, at one point, GM employed 15,000 people and
accounted for 25% of aggregate taxable property value.  Employment
declined to 3,000 after the closure of both its truck and assembly
plants in 2009, and taxable value now accounts for less than 5%.
While smaller local employers have remained relatively stable, all
employment sectors have experienced persistent declines.  Citywide
unemployment rates have improved from 31% in October of 2009;
however, rates are still troublesome at 21.6% in May 2012.  The
individual poverty rate is almost double the state average, and
median household income equals 65% of the state mean.  As to be
expected with a distressed community, the current property tax
collection rate is extremely low at 75%.  Oakland County makes the
city whole through its delinquent tax revolving fund; however, the
city is liable for charge-backs for uncollectible amounts after
two years.

MANAGEABLE LONG-TERM OBLIGATIONS

Overall debt levels are moderate, totaling $1,599 per capita and
4.7% of market value.  Principal amortization is above average
with 68% repaid within 10 years.  The city provides pension
benefits to its employees through a single-employer defined
benefit pension plan.  The city made half of its required
contribution in FY 2010, and none of the FY 2011 or FY 2012
amounts.  Both plans are currently over-funded.  The city also
provides OPEB benefits, which the city currently funds on a pay-
as-you-go basis.  As of June 2010, the OPEB unfunded actuarial
accrued liability totaled $306 million or a high 15% of market
value.


QUANTUM CORP: Expects $141 Million Revenue in June 30 Quarter
-------------------------------------------------------------
Quantum Corp. announced preliminary results for the first quarter
of fiscal 2013 (FQ1'13), ended June 30, 2012.  The company expects
revenue of approximately $141 million, a GAAP net loss per share
of approximately 7-8 cents and a non-GAAP net loss per share of
approximately 3-4 cents, below the levels Quantum anticipated when
it provided FQ1'13 guidance in its last earnings announcement on
May 9, 2012.  The shortfall is primarily due to lower-than-
expected revenue in Europe and challenges closing large deals
across all regions in the last few weeks of the quarter.

"We saw good sales momentum on a number of fronts, but,
unfortunately, it was not sufficient to overcome the shortfalls in
Europe and big deals," said Jon Gacek, president and CEO of
Quantum.  "Despite this, as we begin our second fiscal quarter we
have not changed our goal of driving total revenue growth for the
full fiscal year and are focused on what we can control - namely
meeting the data protection and big data management needs of our
customers.  At the same time, we will continue to monitor global
events and their potential impact on our revenue opportunities
moving forward and adjust spending levels if conditions warrant
it."

Quantum will provide complete results and other information about
FQ1'13 in its quarterly earnings announcement on July 31, 2012.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of $4.54
million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$395.34 million in total assets, $442.02 million in total
liabilities, and a $46.68 million stockholders' deficit.


RH DONNELLEY: Executives Reach $2-Million ERISA Class Deal
----------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that beneficiaries of
R.H. Donnelley Corp.?s retirement plan have reached a $2.1 million
settlement over allegations that executives at the company
breached fiduciary duties by offering company stock as an
investment option after the company's outlook soured, according to
Monday court filings.

Bankruptcy Law360 relates that plaintiffs seeking to represent
more than 1,500 employees and other retirement plan beneficiaries
of R.H. Donnelley, now called Dex One Corp., asked U.S. District
Judge Robert W. Gettleman to approve settlement of their Employee
Retirement Income Security Act claims.

                     About R.H. Donnelley

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

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

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No.
09-11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  As of March
31, 2009, the Company had $929,829,000 in total assets and
$1,023,526,000 in total liabilities, resulting in $93,697,000 in
total shareholders' deficit.

James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen,
Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley
Austin LLP, in Chicago, Illinois represented the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, served as the Debtors' local counsel.  The
Debtors' financial advisor was Deloitte Financial Advisory
Services LLP while its investment banker was Lazard Freres & Co.
LLC.  The Garden City Group, Inc., served as claims and noticing
agent.  Mark E. Felger, Esq., at Cozen O'Connor, in Wilmington,
Delaware, represented the official committee of unsecured
creditors.

On Oct. 21, 2009, the Debtors filed their joint plan of
reorganization.  On Jan. 12, 2010, the Bankruptcy Court entered an
order confirming the Plan.  The Plan became effective on Jan. 29,
2010.


ROBERTS HOTELS: BofA Says Hotels in Disrepair, Wants Lift Stay
--------------------------------------------------------------
Bank of America N.A. filed late last month a motion for relief
from stay, or alternatively, termination of Roberts Hotels
Houston, LLC's exclusive period to propose a Chapter 11 plan.

Bank of America points out that The Fifth Circuit Court of Appeals
noted that the vast majority of chapter 11 cases do not end with
confirmed plans of reorganization (Timbers of Inwood Forest
Assocs., Ltd., 808 F.2d 363, 373 n.17 (5th Cir. 1987).).

Bank of America claims that the Debtors' Chapter 11 cases are
doomed to fail.  BofA says dissipating collateral, no financing
source, and stagnant bankruptcy cases constitute grounds for the
Court to lift the automatic stay pursuant to Bankruptcy Code
Sections 362(d)(1) and (d)(2) or alternatively to terminate plan
exclusivity.

BofA, owed by the Debtors $34.28 million in principal, notes that
the Debtors are continuing in the management of their six hotels.
But BofA says its collateral is suffering from the Debtors' lack
of management.  It points out that the Houston Hotel, the Tampa
Hotel, and Spartanburg Hotel are closed and are no longer
operating.  The Atlanta Hotel is operating at a loss.  Shreveport
Hotel will need an infusion of cash by August 2012.  Houston Hotel
had suffered significant damage approximately a month prior to the
bankruptcy filing when a nearby water main burst.  The receiver
reported that the Tampa Hotel needs essential utilities and
repairs.

BofA says it negotiated with the Debtors towards a DIP financing,
but the Debtors refuse to agree with a condition that they release
BofA from any claims.  With no potential for a DIP Credit
Agreement and having no unencumbered assets to support additional
financing, Debtors have no means to fund a plan of reorganization,
BofA asserts.

Bank of America is represented by:

         David A. Warfield, Esq.
         THOMPSON COBURN LLP
         One US Bank Plaza
         St. Louis, MO 63101
         Telephone: (314) 552-6000
         Facsimile: (314) 552.7000

                - and -

         John C. Weitnauer, Esq.
         Suzanne N. Boyd, Esq.
         ALSTON & BIRD LLP
         1201 West Peachtree Street
         Atlanta, Georgia 30309
         Telephone: (404) 881-7000
         Facsimile: (404) 881-7777

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, estimating under $10 million in assets and
between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.

The cases are jointly administered.


ROUND TABLE PIZZA: Obtains Final Decree Closing the Case
--------------------------------------------------------
Round Table Pizza, Inc. and its affiliates sought and obtained
from the bankruptcy court a final decree closing their Chapter 11
cases.  The Debtors say they have complied with the requirements
of their Chapter 11 plan and the plan is fully consummated.  The
professionals discharged from further duties.  The order is
effective June 30, 2012.

                         About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table is a major West Coast pizza chain.  There are
currently approximately 348 franchised stores, operated by
approximately 150 franchisees.  Prior to the petition date, Round
Table operated 128 company-owned stores.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The official committee of unsecured creditors has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.

First Bankers Trust Services, Inc., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.

The Debtors obtained confirmation of their Chapter 11 plan on Dec.
12, 2011, and the plan was declared effective Dec. 21.  The plan
provided for 100% repayment of obligations to its secured and
unsecured creditors and for its employee owners to retain 100%
ownership of the company.


RTW PROPERTIES: July 30 Set as General Claims Bar Date
------------------------------------------------------
The bankruptcy judge granted RTW Properties' motion and set
July 30, 2012, as deadline for filing proofs of claim for all non-
governmental entities.

Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.

The Debtor sought bankruptcy protection to deal with a $22 million
federal income tax lien.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


RTW PROPERTIES: Section 341(a) Meeting Scheduled for July 27
------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in the Chapter 11 case of RTW Properties, LP, on July 27, 2012, at
11:00 a.m.  The meeting will be held at Corpus Christi, 606
Carancahua.  Proofs of claim are due by Oct. 25, 2012.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About RTW Properties

Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.

The Debtor sought bankruptcy protection to deal with a $22 million
federal income tax lien.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


SAGAMORE PARTNERS: Court Says Plan Unconfirmable; Rejects Outline
-----------------------------------------------------------------
Sagamore Partners, Ltd.'s attempt to exit bankruptcy suffered a
setback after Bankruptcy Judge A. Jay Cristol denied approval of
the disclosure statement explaining its Plan of Reorganization.

Pursuant to the Plan, the Debtor proposes to reinstate the
maturity date of its loan with JPMCC 2006-LDP7 Miami Beach
Lodging, with interest from the Effective Date of the Plan at the
loan's non-default interest rate; and cure monetary defaults under
the Loan by paying the Secured Lender unpaid interest which has
accrued on the Loan at the Interest Rate, but not interest which
has accrued on the Loan at the Default Rate.

The Plan provides that, by virtue of the proposed cure, the
Secured Lender's allowed secured claim is rendered unimpaired and
the Secured Lender is therefore deemed to have accepted the Plan
pursuant to 11 U.S.C. Sec. 1126(f).

The parties dispute what the Debtor is required to do to cure the
Loan so as to render the Secured Lender's allowed secured claim
unimpaired in accordance with the requirements of 11 U.S.C. Sec.
1124(2).

According to Judge Cristol, to cure the Loan, the Debtor must
provide for the payment of all amounts due the Secured Lender
under the Loan Documents, including default interest. Absent such
payment, the Debtor may not treat the Secured Lender's claim as
unimpaired under the Plan.  Because, as presently structured, the
Plan does not provide for the payment of default interest to the
Secured Lender, the Plan is facially unconfirmable over the
objection of the Secured Lender and approval of the Disclosure
Statement is therefore denied.

The Debtor entered into the Loan, in the principal amount of
$31,500,000, in March 24, 2006.  The Loan is secured, inter alia,
by a first priority mortgage on the Sagamore Hotel on Miami Beach/
Pursuant to the Loan Documents, the Debtor was obligated to make
interest only payments on a monthly basis until the maturity date
of the Loan, April 11, 2016, at which time all amounts remaining
unpaid, including principal and interest, would become due and
payable.  Pursuant to the Loan Documents, interest on the Loan is
calculated at the rate of 6.54% per annum.  The Loan Documents
also provide that so long as an event of default exists in respect
of the Loan, interest shall accrue on the unpaid Loan Amount at
the rate of 5% above the Interest Rate.

The Debtor failed to make monthly interest payments in respect of
the Loan commencing with the payment due Aug. 11, 2009, until
after the commencement of the Debtor's bankruptcy on Oct. 6, 2011,
when it undertook to make adequate protection payments as a
condition of its use of the Secured Lender's cash collateral.

In September 2009, LNR, on behalf of the Secured Lender, declared
the Loan in default, and demanded payment in full of all of the
indebtedness due under the Loan.  On Dec. 7, 2009, the Secured
Lender commenced a mortgage foreclosure proceeding in state court
to enforce its rights pursuant to the Loan Documents.  The State
Court Foreclosure was hotly contested and actively litigated for
more than two years until the Debtor sought chapter 11 relief, two
weeks before a summary judgment hearing was scheduled to occur and
one month before the matter had been set for trial.

The Secured Lender contends it was owed roughly $41 million as of
the Petition Date, inclusive of roughly $4.7 million of interest
calculated at the Interest Rate and roughly $3.5 million of
default interest calculated at the Default Rate.

At the Petition Date, there was some $3 million in a "lock box"
which the Debtor concedes would not have been sufficient in any
event to satisfy interest due the Secured Lender at the Interest
Rate, let alone attorneys' fees, costs, expenses or interest at
the Default Rate due the Secured Lender.

According to the Disclosure Statement and the Debtor's Schedules,
the Debtor posits that the Property has a value of $57.5 million.
Thus, the Secured Lender is oversecured.

The Debtor's Schedules reflect liabilities to other creditors of
approximately $20 million.  The Schedules also reflect that, at
the Petition Date, the Debtor had some $13.6 million of assets,
exclusive of the Property but inclusive of funds in the "lock
box."  Thus, it appears undisputed that the Debtor is solvent.

Under the Plan, the Debtor proposes to pay all non-insider claims
in full with interest at the Interest Rate regardless of the
outcome of this dispute over the Debtor's obligation to pay
Default Rate based interest to cure the Loan.  Moreover, the Plan
would permit the Debtor to pay insider claims so long as there is
no post-confirmation default in respect of the Secured Lender's
reinstated Loan.

A copy of the Court's July 10, 2012 Memorandum Order is available
at http://is.gd/FeBAOlfrom Leagle.com.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SAGAMORE PARTNERS: Court Denies Portion of Meland Russin Fees
-------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol sustained, in part, the objection
of a secured lender to the first interim fee application by Meland
Russin & Budwick, P.A., counsel to Sagamore Partners, Ltd.

Meland Russin seeks allowance and payment of $92,375.50 in fees
that the firm incurred in preparing and filing, on the Debtor's
behalf, the initial complaint against JPMCC 2006-LDP7 Miami Beach
Lodging LLC, the Debtor's secured creditor and first-mortgage
holder.

The Secured Lender objects to those fees as excessive in light of
the substantial similarity between the Adversary Complaint and the
matters raised in counterclaims and third party claims and
affirmative defenses asserted in a state court action involving
the same parties.  The Secured Lender also objects to the use of
its cash collateral for the payment of fees and costs incurred in
connection with the Adversary Proceeding.

MRB represented the Debtor in the State Court Action.

In denying the firm's fees, the Court also expressed concerned by
the sheer magnitude of the fees requested by the firm in
connection with the preparation of the Initial Complaint and the
commencement of the Adversary Proceeding.  According to the Court,
even if the advent of bankruptcy precipitated a new "learning
curve," it provided to be of no benefit to the estate since Meland
Russin has been replaced by another attorney as counsel in the
Adversary Proceeding.  Moreover, while the Debtor advised the
Court that permitting it to proceed with the Adversary Proceeding
rather than granting the Secured Lender stay relief to proceed in
the State Court would be more efficient and economical, had stay
relief been granted the Adversary Proceeding Fees would not have
been incurred at all.  The Court also said the inclusion of
additional counts objecting to the Secured Lender's proof claim,
seeking equitable subordination, and requesting a temporary
injunction does not justify over $92,000 of fees.

Meland Russin originally sought interim allowance of $265,076.50
in fees and $5,670.85 in costs; requests authority to apply
$105,815.75 from its pre-petition fee retainer account and
$5,670.85 from its $10,000 pre-petition expense retainer account;
and requests payment from Sagamore Partners of the remainder of
the fees and costs awarded consistent with the Interim Cash
Collateral Orders entered by the Court.

The firm and the Secured Lender later reached an agreement that
provided for the payment of portions of the firm's Interim Fee
Application.  The Interim Fee Order, by agreement, (a) allowed on
an interim basis a total of $143,831.65, consisting of $138,160.80
in fees (80% of $172,701.00) and $5,670.85 in costs, (b)
authorized MRB to apply its entire fee retainer of $105,815.75 and
$5,670.85 of its $10,000.00 prepetition cost retainer, and (c)
authorized payment to MRB of the balance of the fees awarded by
the Interim Fee Order of $32,345.05, solely in accordance with
extant cash collateral orders.  The Interim Fee Order also
provided for the withdrawal of the Objection by the Secured Lender
to all issues other than the $92,375.50 in fees incurred by the
firm in connection with the Adversary Proceeding.

A copy of the Court's July 6, 2012 Memorandum Opinion and Order is
available at http://is.gd/zlVzw7from Leagle.com.

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SAHARA TOWNE: Has Access to Cash Collateral Until Aug. 14
---------------------------------------------------------
Judge Linda B. Riegle entered a final order authorizing Sahara
Towne Square, LLC, to use cash collateral.  The final order,
signed May 18, 2012, provides that the Debtor will use cash in
accordance with a budget, and the management fee will be fixed at
5%.  The order will continue to be effective until Aug. 14, 2012.

                     About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.  Real Estate Assets Management, LLC, is
the property manager for the properties.

The Debtor has obtained approval to hire Marquis Aurbach Coffing
as counsel and Flangas McMillan Law Group as special counsel.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SAHARA TOWNE: Disclosure Statement Hearing Aug. 22
--------------------------------------------------
Sahara Towne Square, LLC, will seek approval at a hearing on
Aug. 22, 2012 at 2:00 p.m. of the disclosure statement explaining
its proposed Chapter 11 plan.

According to the disclosure statement, administrative claims
totaling $175,500, which are unclassified under the Plan, will be
paid in full on the effective date of the Plan.

U.S. Bank, which asserts a secured claim of $10.61 million, will
have the loan refinanced and restructured under the Plan.  The
refinanced loan will mature 120 months from the first monthly
payment.  If no 11 U.S.C. Sec. 1111(b) is made by the bank, the
Debtor will receive 120 equal monthly principal and interest
payments based on a 30 year amortization scheduled with interest
at 4.6% per annum.  The loan will be modified to allow the Debtor
to obtain secondary financing on its property of up to $3 million
in the future in order to repair, remodel and make capital
improvements on the property.  U.S. bank will be entitled to vote
on the Plan.

General unsecured claims are estimated to total only $20,500.
Holders of these claims are eligible for payment of 100% of their
claims filed within six months after entry of the confirmation
order without interest.  Holders of these claims are impaired and
are entitled to vote to reject or accept the Plan.

The Debtor said it does not intend to pursue preference,
fraudulent conveyance or other avoidance actions.

A copy of the Disclosure Statement is available for free at:

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

                     About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.  Real Estate Assets Management, LLC, is
the property manager for the properties.

The Debtor has obtained approval to hire Marquis Aurbach Coffing
as counsel and Flangas McMillan Law Group as special counsel.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SALANDER-O'REILLY: Arbitration Agreement Not Enforced vs. Trustee
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Cathy Seibel in New York ruled
this week, upholding a decision from the bankruptcy court, that a
dispute over ownership of a valuable painting must be decided in
bankruptcy court and not in arbitration.

According to the report, Judge Seibel also agreed with the
bankruptcy judge who concluded that the dispute over ownership is
governed by New York law, not by law from the island of Jersey.

The case involved a painting by Sandro Botticelli called "Madonna
and Child" worth upward of $10 million.  The owner, Kraken
Investment Ltd., said it gave the painting on consignment to the
Salander-O'Reilly Galleries in New York before it went bankrupt in
2007.  The trust for creditors created under the gallery's
confirmed Chapter 11 plan contended the consignment was invalid
because the owner failed to make a filing required by the New York
version of the Uniform Commercial Code.  If there was a valid
consignment, Kraken would be entitled to return of the painting.
If the consignment was invalid, the painting could be sold with
proceeds going to Salander's secured lender.  Relying on an
arbitration agreement made with the gallery before bankruptcy,
Kraken wanted ownership of the painting decided in arbitration in
the Channel Islands.

The report relates that Judge Seibel ruled that the arbitration
agreement wasn't binding on the trustee because he was bringing a
claim belonging to creditors who hadn't signed the arbitration
agreement and thus weren't obliged to arbitrate.  She similarly
concluded that the choice of law provision in the arbitration
agreement making Jersey law applicable didn't bind the trustee for
the same reason.

Judge Seibel said she understood why "Kraken is perturbed, even
outraged" that creditors may receive proceeds from sale of the
painting even though Kraken is the owner.  "The law of the state
in which Kraken consigned the painting, however, allows for such
an outcome where the consignor doesn't protect itself by filing a
financing statement giving notice of the consignment to the
consignee's creditors."

The appeal decided by Seibel is Kraken Investments Ltd. v. Jacobs
(In re Salander-O'Reilly Galleries LLC), 11-6133, U.S. District
Court, Southern District of New York (Manhattan).  The
individuals' case is In re Lawrence B. Salander and Julie D.
Salander, 07-36735, and the gallery's case is In re Salander-
O'Reilly Galleries LLC, 07-30005, both in U.S. Bankruptcy Court,
Southern District of New York (Poughkeepsie).

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.

In April 2008, Bankruptcy Judge Cecelia Morris ordered the couple
to surrender control of their finances to an independent trustee
and approved the conversion of the couple's chapter 11 case to a
chapter 7 liquidation at the behest of the U.S. Trustee.


SAN BERNARDINO: Voting to Bypass Mandated Mediation
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the San Bernardino, California, city council will
vote on July 16 whether to bypass the 60 days of mediation
required by state law before a municipality is allowed to file for
Chapter 9 municipal bankruptcy.

According to the report, state law allows bypassing mediation with
creditors when there is a fiscal emergency.  The city has said it
doesn't have sufficient cash flow to make an Aug. 15 payroll. The
city council voted this week to authorize a bankruptcy filing.

                 About San Bernardino, California

The city council of San Bernardino, California, voted on July 10,
2012, to file for bankruptcy, marking the third time in recent
weeks a city in the most populous U.S. state has opted to seek
protection from its creditors.

The decision by the leaders of San Bernardino, a city of about
210,000 residents approximately 65 miles (104 km) east of Los
Angeles, followed a report by city staff that projected city
spending would exceed revenue by $45 million in the current fiscal
year.

The Troubled Company Reporter previously reported the Chapter 9
bankruptcy filings of the city of Stockton and the town of Mammoth
Lakes.


SAN BERNARDINO: S&P Cuts Rating on Revenue Bonds to 'CC'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on San
Bernardino, Calif.'s series 1997A lease revenue refunding bonds to
'CC' from 'BBB+'.

In addition, Standard & Poor's placed the rating on CreditWatch
with negative implications.

"The 'CC' rating reflects our view of the city's willingness to
meet its financial obligations following the city council's
decision to file for protection under Chapter 9 of the federal
Bankruptcy Code," said Standard & Poor's credit analyst Li Yang.

"In addition, in a recent city council report published on
June 26, 2012, management reports the city has depleted a
substantial amount of its operating cash, which could impair its
ability to meet its ongoing financial obligations," added Mr.
Yang.

The CreditWatch with negative implications reflects Standard &
Poor's understanding that the city could file for bankruptcy
protection in the next three months. The CreditWatch listing also
reflects our view that the city's insufficient liquidity could
cause the city to fail to meet its ongoing financial obligations
during the next three months.

"We believe this could affect the city's ability to pay the next
lease payment, which supports its 1997A lease revenue bonds and
which is scheduled for Sept. 1, 2012," S&P said.


SANTA YSABEL RESORT: Hiring Levene Neale as Bankruptcy Counsel
--------------------------------------------------------------
Santa Ysabel Resort and Casino seeks Court permission to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as general bankruptcy
counsel.  Ron Bender, Esq., founding and managing partner of the
firm, leads the engagement.

Prior to its Chapter 11 filing, the Debtor paid $50,000 to the
firm for legal services in contemplation of and in connection with
the Debtor?s Chapter 11 case.  The Retainer was funded by the
Iipay Nation.

In addition, during the Debtor?s Chapter 11 case, the Iipay Nation
has agreed to pay Levene Neale $50,000 per quarter commencing in
or about August 2012.  The Iipay Nation has advised Levene Neale
that the source of the Postpetition Payments will be from
quarterly payments of $275,000 that the Iipay Nation receives from
the State of California.

Levene Neale has not been paid any money by the Debtor at any time
other than the Retainer.  Levene Neale has not received any lien
or other interest in property of the Debtor or of any third party
to secure payment of Levene Neale's fees or expenses.

The firm's hourly billing rates effective Jan. 1, 2012:

     Attorney                                  Rate
     --------                                  ----
     David W. Levene                           $595
     David L. Neale                            $595
     Ron Bender                                $595
     Martin J. Brill                           $595
     Timothy J. Yoo                            $595
     Edward M. Wolkowitz                       $595
     David B. Golubchik                        $595
     Monica Y. Kim                             $565
     Beth Ann R. Young                         $565
     Daniel H. Reiss                           $565
     Irving M. Gross                           $565
     Philip A. Gasteier                        $565
     Jacqueline L. James                       $510
     Juliet Y. Oh                              $510
     Michelle S. Grimberg                      $510
     Todd M. Arnold                            $510
     Todd A. Frealy                            $510
     Anthony A. Friedman                       $450
     Carmela T. Pagay                          $450
     Krikor J. Meshefejian                     $400
     John-Patrick M. Fritz                     $400
     Gwendolen D. Long                         $375
     Lindsey L. Smith                          $300
     Paraprofessionals                         $195

Mr. Bender attests that his firm does not hold or represent any
interest materially adverse to the interest of the Debtor?s estate
or of any class of creditors or equity security holders; and that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

A hearing on the request is set for Aug. 6.

               About Santa Ysabel Resort and Casino

Santa Ysabel Resort & Casino -- http://www.santaysabelcasino.com/
-- operates a casino located off of Highway 79 in North San Diego
County overlooking Lake Henshaw on tribal Indian reservation land
in Santa Ysabel, California.  The Casino is housed in a one-story,
37,000 square-foot building with 349 class III slot machines, four
poker tables, six table games, and a restaurant and bar with 200-
person seating capacity.  The Casino employs roughly 120 people
and is the largest employer in Santa Ysabel.  The Casino is owned
by the Iipay Nation of Santa Ysabel, formerly known as the Santa
Ysabel Band of Mission (Diegueno) Indians, a federally recognized
Indian tribe.  The Casino is operated pursuant to the Indian
Gaming Regulatory Act under title 25 of the United States Code.

The Casino was funded with a primary loan from JP Morgan in the
amount of roughly $26,000,000 and a secondary loan from the
Yavapai Apache Nation in the amount of $7,000,000.  In 2009 the
YAN purchased the JP Morgan Debt.  The Casino also has $1.3
million in unsecured trade debt.

The Iipay Nation of Santa Ysabel, a federally recognized Indian
Tribe, filed a resolution authorizing the Chapter 11 bankruptcy
filing of Santa Ysabel Resort and Casino (Bankr. S.D. Calif. Case
No. 12-09415) in San Diego on July 2, 2012.  The Debtor estimated
assets of up to $50 million and liabilities of up to $100 million.

Judge Hon. Peter W. Bowie presides over the case.  Ron Bender,
Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
serves as counsel.  Virgil Perez, the Santa Ysabel tribal
Chairman, signed the Chapter 11 petition.


SANTA YSABEL RESORT: Sec. 341 Creditors' Meeting on Aug. 7
----------------------------------------------------------
The U.S. Trustee in San Diego, California, will convene a Meeting
of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Santa Ysabel Resort and Casino on Aug. 7, 2012, at 2:00 p.m. at
402 W. Broadway, Emerald Plaza Building, Suite 660 (B), Hearing
Room B, in San Diego.

               About Santa Ysabel Resort and Casino

Santa Ysabel Resort & Casino -- http://www.santaysabelcasino.com/
-- operates a casino located off of Highway 79 in North San Diego
County overlooking Lake Henshaw on tribal Indian reservation land
in Santa Ysabel, California.  The Casino is housed in a one-story,
37,000 square-foot building with 349 class III slot machines, four
poker tables, six table games, and a restaurant and bar with 200-
person seating capacity.  The Casino employs roughly 120 people
and is the largest employer in Santa Ysabel.  The Casino is owned
by the Iipay Nation of Santa Ysabel, formerly known as the Santa
Ysabel Band of Mission (Diegueno) Indians, a federally recognized
Indian tribe.  The Casino is operated pursuant to the Indian
Gaming Regulatory Act under title 25 of the United States Code.

The Casino was funded with a primary loan from JP Morgan in the
amount of roughly $26,000,000 and a secondary loan from the
Yavapai Apache Nation in the amount of $7,000,000.  In 2009 the
YAN purchased the JP Morgan Debt.  The Casino also has $1.3
million in unsecured trade debt.

The Iipay Nation of Santa Ysabel, a federally recognized Indian
Tribe, filed a resolution authorizing the Chapter 11 bankruptcy
filing of Santa Ysabel Resort and Casino (Bankr. S.D. Calif. Case
No. 12-09415) in San Diego on July 2, 2012.  The Debtor estimated
assets of up to $50 million and liabilities of up to $100 million.

Judge Hon. Peter W. Bowie presides over the case.  Ron Bender,
Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
serves as counsel.  Virgil Perez, the Santa Ysabel tribal
Chairman, signed the Chapter 11 petition.


SELECT TREE: Sec. 341(a) Meeting Adjourned Oct. 1
-------------------------------------------------
The 11 U.S.C. Sec. 341(a) meeting of creditors of Select Tree has
been adjourned until Oct. 1 at 03:00 p.m., according to the U.S.
Trustee.  The meeting was previously scheduled for June 27.

In a Sec. 341 Meeting of Creditors, all creditors are invited, but
not required, to attend.  This Meeting of Creditors offers the one
opportunity in a bankruptcy proceeding for creditors to question a
responsible office of the Debtor under oath about the company's
financial affairs and operations that would be of interest to the
general body of creditors.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SHAMROCK-HOSTMARK: Section 341(a) Meeting Scheduled for Aug. 2
--------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
of Shamrock-Hostmark Princeton Hotel, LLC, on Aug. 2, 2012, at
1:30 p.m.  The meeting will be held at the Office of the U.S.
Trustee, 8th Floor, Room 802, Chicago, Illinois 60604.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC,
filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-
25860) on June 27, 2012.  William Gingrich signed the petition as
vice president-CFO, of Hostmark Hospitality Group.  The Debtor
estimated assets and debts of $10 million to $50 million.
Judge Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at PERKINS
COIE LLP, in Chicago, Illinois.


SIGNATURE GROUP: Glass Lewis Recommends Stockholders Vote
---------------------------------------------------------
Signature Group Holdings, Inc. disclosed that Glass Lewis & Co.
has recommended that stockholders vote FOR all of the individuals
nominated by the Company's Board of Directors for election to the
Board at the Company's Annual Meeting of Shareholders on July 24,
2012 on the WHITE proxy card.  According to the company, Glass
Lewis is a leading independent proxy voting advisory service whose
recommendations are considered by major institutional investment
firms, mutual funds, and other fiduciaries throughout the country.

In endorsing Signature's nominees, Glass Lewis rejected the hand-
picked nominees of James McIntyre, the former Chairman and CEO of
the Company when it operated prior to bankruptcy as Fremont
General Corporation.  Among other factors in its recommendation,
Glass Lewis noted that during Mr. McIntyre's most recent tenure as
executive chairman from May 2004 until his retirement as a
director in January 2008, the Company's stock price fell by
approximately 85.2%, as the Company would ultimately have to file
for bankruptcy five months later.  The report stated:

"We believe this raises significant concerns regarding the
leadership and oversight (or lack thereof) provided by Mr.
McIntyre.  The Dissident argues that Mr. McIntyre did not have any
operating authority at Fremont over the four-year period prior to
the bankruptcy filing and thus was not responsible for the
Company's descent.  However, we find it hard to believe that the
executive chairman (and the Company's largest individual
shareholder at the time) would have no say or influence over any
of the Company's operations.  Even if the Dissident's argument
were to be true, this would suggest a large degree of willful
ignorance on the part of Mr. McIntyre, in our view."

The Report concluded:

"the Company's post-bankruptcy board and management team inherited
a mess that was arguably and partially a result of the Dissident's
lack of oversight during his previous tenure with Fremont.  Given
that the Company is still in the process of remediating its legacy
issues, we believe that the incumbent board and management team
should be given ample opportunity to rectify these issues and
execute its strategy."

Craig Noell, Chief Executive Officer of Signature, said, "We are
very pleased that Glass Lewis recognizes the credibility of our
director nominees and their ability to enhance stockholder value
through the continued execution of our current business plan.  The
Glass Lewis announcement supports our assertion that the progress
made under the current Board and its plans to enhance stockholder
value put Signature on the right path forward for its
stockholders."

"To protect their best interests, we urge all our stockholders to
vote FOR all our nominees and other proposals on the WHITE Proxy
card," Mr. Noell concluded.

Signature stockholders that have questions or need assistance in
voting their shares are urged to call Signature's proxy solicitor,
Innisfree M&A Incorporated, toll-free at (888) 750-5834 (banks and
brokers call collect at (212) 750-5833).

                       About Signature Group

Signature Group Holdings, Inc. --
http://www.signaturegroupholdings.com/-- is a diversified0
business and financial services enterprise with principal
activities in industrial distribution and special situations debt.
Signature has significant capital resources and is actively
seeking acquisitions as well as growth opportunities for its
existing businesses.  The Company was formerly a $9 billion in
assets industrial bank and financial services business that
reorganized during a two year bankruptcy period. The
reorganization provided for Signature to maintain Federal net
operating loss tax carryforwards in excess of $850 million.

Fremont General Corp. filed for Chapter 11 protection on June 18,
2008, (Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represented the Debtor as counsel.
Kurtzman Carson Consultants LLC was the Debtor's noticing agent
and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represented the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General emerged from bankruptcy and filed Amended and
Restated Articles of Incorporation with the Secretary of State of
Nevada on June 11, 2010, which, among other things, changed the
Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  The name change also took effect as of that date.


SKY LOFTS: Owners Face $50 Million Suit Over Soured Deal
--------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that a New York real
estate developer launched a $50 million suit Monday against the
owners of Sky Lofts LLC and S&Y Enterprises LLC, claiming they
reneged on a deal to sell two prime properties for $21 million
despite agreements made during the owners' bankruptcy proceedings.

Princeton Bedford LLC and Bedford JV LLC sued Yehuda and Ruthe
Backer on Monday, after the two made a secret deal to sell two
properties to a competing bidder despite a contractual promise to
sell the lots to Bedford JV, for...

Brooklyn, New York-based Sky Lofts, LLC, owns and maintains real
estate.  It filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case
No. 10-51510) on Dec. 8, 2010, Judge Elizabeth S. Stong presiding.
The Law Offices of David Carlebach, Esq. serves as bankruptcy
counsel.  The Debtor estimated its assets at $10 million to $50
million and debts at $1 million to $10 million.

Affiliates Twin City Lofts, LLC (Bankr. E.D. N.Y. Case No.
10-50625) and S & Y Enterprises, LLC (Bankr. E.D. N.Y. Case No.
10-50623) filed separate Chapter 11 petitions on Nov. 11, 2010.


STEREOTAXIS INC: To Effect a 1-for-10 Reverse Stock Split
---------------------------------------------------------
Stereotaxis, Inc., held a Special Meeting of Stockholders on
July 10, 2012, at which stockholders approved:

   (1) an increase in the authorized number of shares of the
       Company's common stock from 100,000,000 to 300,000,000;

   (2) an amendment to the Company's Certificate of Incorporation
       effecting a reverse stock split of the Company's common
       stock, $0.001 par value per share;

   (3) the issuance of shares upon conversion or exercise of
       convertible debentures and warrants convertible and
       exercisable into more than 20% of the Company's common
       stock outstanding issued at a discount to the greater of
       book or market value under applicable Nasdaq rules; and

   (4) the exercise of warrants exercisable into more than 20% of
       the Company's common stock outstanding, which would result
       in a "change of control" of the Company under applicable
       Nasdaq listing rules.

The Board of Directors determined to fix the ratio for the reverse
stock split at 1-for-10, with an effective date to be July 10,
2012, and trading on a post-reverse split-adjusted basis on the
NASDAQ Global Market to begin as of the opening of trading on
July 11, 2012.  The purpose of the reverse split is to raise the
per share trading price of Stereotaxis' common stock to regain
compliance with the $1.00 per share minimum bid price requirement
for continued listing on The Nasdaq Global Market.  However, there
can be no assurance this desired effect will occur or be
maintained.

The common stock will continue to be reported on the Nasdaq Global
Market under the symbol "STXS" (although Nasdaq will likely add
the letter "D" to the end of the trading symbol for a period of 20
trading days to indicate that the reverse stock split has
occurred).  The common stock will have a new CUSIP number upon the
reverse stock split becoming effective.

Upon the effectiveness of the reverse stock split, each 10 shares
of the Company's issued and outstanding common stock will be
automatically combined and converted into one issued and
outstanding share of common stock, par value $0.001 per share.
The reverse stock split will affect all issued and outstanding
shares of the Company's common stock, as well as common stock
underlying stock options, stock appreciation rights, restricted
stock units, warrants and convertible debentures outstanding
immediately prior to the effectiveness of the reverse stock split.
The reverse stock split will reduce the number of shares of the
Company's common stock currently outstanding from approximately 78
million to approximately 7.8 million.  In addition, the number of
authorized shares of the Company's common stock was increased from
100 million to 300 million.

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at March 31, 2012, showed
$36.79 million in total assets, $60.16 million in total
liabilities, and a $23.36 million total stockholders' deficit.


SUPERVALU INC: S&P Puts 'B+' Corp Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on SUPERVALU
Inc., including the 'B+' corporate credit rating, on CreditWatch
with negative implications following the announcement that
management is reviewing strategic alternatives to enhance value
for its shareholders, as well as lower-than-expected  first-
quarter results.

"The CreditWatch listing reflects our opinion that a potential
transaction to enhance shareholder value, which may include a sale
of the company, could weaken its credit protection measures,"
explained Standard & Poor's credit analyst Ana Lai.

"We had expected debt leverage of mid-4x in fiscal 2013 given its
debt-reduction efforts and despite sales pressure. We currently
view SUPERVALU's business risk profile as "weak" and its financial
risk profile as "aggressive," S&P said.

"We expect liquidity to remain "adequate" based on the proposed
refinancing transactions to extend debt maturities and eliminate
financial covenants. We also expect SUPERVALU to generate free
cash flow of about $400 million, which it will use to address
significant but manageable debt maturities in the next two years,"
S&P said.

"We aim to resolve the CreditWatch in the next several months,
subject to a transaction to enhance shareholder value, and a
review of SUPERVALU's business and financial risk profiles," added
Ms. Lai, "based on the current strategy to accelerate price
investments and cost-reduction initiatives," S&P said.


THOMPSON CREEK: S&P Places 'B-' CCR on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' long-term corporate credit rating, on molybdenum producer
Thompson Creek Metals Co. on CreditWatch with negative
implications.

"The CreditWatch placement follows the company's announcement of
potentially adverse revisions to the operating profiles of its
Thompson Creek and Endako mines," said Standard & Poor's credit
analyst Donald Marleau.

"We believe that Thompson Creek's recent operating challenges
could have a negative impact on the company's already highly
leveraged financial risk profile, with a particularly harsh effect
on its liquidity position," Mr. Marleau added.

"Assuming a 2012 molybdenum price of about US$13.50 per pound,
which approximates the average molybdenum price in the past six
months, and production of about 24 million pounds, we estimate
that a US$2.00 per pound sustained increase in consolidated cash
costs would likely lead to negative funds from operations
generation in conjunction with a further deterioration in credit
measures," S&P said.

"In this scenario, we believe that financial flexibility tightens
as liquidity is siphoned away from the funding support that is
required at the company's US$1.5 billion Mount Milligan
construction project.  Moreover, these operating challenges could
tap into management resources that would otherwise be focused on
Thompson Creek's development projects where preserving budgeted
capital spending against additional cost inflation remains
critical to the current ratings," S&P said.

"We will resolve the CreditWatch when we can assess Thompson
Creek's plans for addressing the prevailing production challenges
at its operating mines. Should the company's forecast production
revisions meet or surpass the diminished levels incorporated into
our above 2012 operating scenario, we could lower the rating by
one notch given our expectation that an eroding earnings base
would strain the company's financial flexibility and credit
ratios," S&P said.


TOWNSEND CORP: Wins Approval to Sell to Paul Rusnak
---------------------------------------------------
Townsend Corporation and LRJC Inc. d/b/a Land Rover Jaguar
Cerritos obtained approval from the bankruptcy judge to sell
substantially all of the assets of LRJ Cerritos to Paul P. Rusnak.

LRJ Automotive LLC was the stalking horse bidder at the auction
and will receive a $100,000 break-up fee.

At the auction, several overbids were made by the bidders.  Rusnak
eventually offered to acquire the assets for a purchase price that
includes various elements subject to agreement by the parties or
determination by appraisal, plus $5.4 million for goodwill.  The
second highest offer was from LRJ Automotive, which offered
$5.3 million for goodwill.

                  About Townsend Corp. and LRJC

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos --
http://www.lrjah.com/and http://lrjcerritos.com/-- filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  The Debtors sell new Jaguar and Land
Rover vehicles and various previously owned vehicles.  The Debtors
also have service and parts departments.  The Debtors are
principally owned and operated by Ernest Townsend and his son,
Joshua Townsend.  LRJ Anaheim has been in business since 2000.
LRJ Cerritos has been in business since 2006.

The Chapter 11 cases were reassigned from Judge Robert N. Kwan to
Judge Catherine E. Bauer.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent
the Debtors.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TRIBUNE CO: Judge Expected to Enter Plan Ruling Today
-----------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware will rule this week on whether Tribune Co. and its
debtor affiliates will emerge from bankruptcy this year, Steven
Church of Bloomberg News reported.

Judge Carey said in a hearing held yesterday that he has almost
finished writing a 50-page opinion on Tribune's proposal to divide
ownership of the newspaper and television company among its senior
lenders, including JPMorgan Chase & Co. and hedge funds Oaktree
Capital Management LP and Angelo, Gordon & Co.

Judge Carey said he plans to issue the decision by July 13,
Bloomberg related.

"You're not going to give us a hint?" Tribune attorney James
Bendernagel asked, provoking laughter among the more than two
dozen lawyers in the courtroom, Bloomberg related.  Judge Carey
declined to say how he would rule, the report said.

Bloomberg pointed out that if Judge Carey approves the
reorganization plan this month, Tribune may be able to exit
bankruptcy by August, or by the end of the year at the latest,
depending on how long it takes the Federal Communications
Commission to make a key second ruling, Chief Reorganization
Officer Don Liebentritt said last month.

                           License Transfer

Should Judge Carey approve the plan, the company still would need
to win approval from the FCC to transfer its TV and radio licenses
to the new owners before it could exit bankruptcy, Bloomberg said.

Tribune is trying for the second time to win approval of a
reorganization plan that settles legal claims against the senior
lenders that funded the company's 2007 buyout, which some
creditors said left the television and newspaper company
insolvent, Bloomberg further pointed out.

                     Tribune, et al., Amend Plan

Tribune Co. and its debtor affiliates, the Official Committee of
Unsecured Creditors, Oaktree Capital, Angelo Gordon and JPMorgan
Chase ("DCL Proponents"), submitted further amendments to their
Plan of Reorganization.

The amendments, dated June 18, 2012, modified certain terms with
respect to the creation of a post-effective date litigation
trust.  The June 18 Amendments clarifies that the net litigation
trust proceeds include any amount the Litigation Trustee may
determine to be held in an expense fund provided that the amount
will not exceed $25 million prior to repayment in full of the
term loan in an aggregate principal amount of $20 million to be
made by Reorganized Tribune to the Litigation Trust.

The Litigation Trust Advisory Board will consist of three
members, namely: (i) Wilmington Trust, (ii) Deutsche Bank and
(iii) William Niese.  The Litigation Trustee and the Litigation
Trust Advisory Board and each of their directors, members,
shareholders, partners, officers, agents, professionals or
employees will be indemnified by the Litigation Trust to the
extent set forth in the Litigation Trust Agreement as of the
Effective Date, and in no event will they be indemnified by the
Reorganized Debtors or Related Persons of the Reorganized
Debtors.

A full-text copy of the June 18 Plan Amendment is available for
free at http://bankrupt.com/misc/tribune_june19planamendment.pdf

A blacklined copy of the June 18 Plan Amendment is available for
free at http://bankrupt.com/misc/tribune_june19planblackline.pdf

                Aurelius Clarifies Doc Transfer Agreement

Aurelius Capital Management, LP, clarifies that, contrary to the
language included in the June 18 amendments, its proposed changes
to the Committee's LT Agreement would not enable the Litigation
Trustee to subpoena documents that the Committee actually
provides pursuant to the Committee's LT Agreement.  Aurelius says
it reserves its right to add language to the Committee's LT
Agreement providing that the Litigation Trustee agrees not to
subpoena the Committee for documents relating to the claims
actually produced to the Litigation Trustee under the Agreement.

The Committee opposes Aurelius's reservation of right to propose
revisions because Aurelius's proposed revisions would allow the
Litigation Trustee to take depositions and seek discovery of the
Committee without prior motion or order of the court, without
limiting the subject of discovery to information relating to the
claims, and regardless of whether all obligations under the
Agreement have been complied with in full.

                      Foundations Propose Changes

Robert R. McCormick Foundation and Cantigny Foundation, in a
separate filing, propose that section 5.8.2 of the June 1 version
of the DCL Plan be changed to:

   For the avoidance of doubt, nothing in this Plan shall or is
   intended to impair the rights of (i) any Indenture Trustee of
   any Holder of a Senior Notes Claim or PHONES Notes Claim from
   prosecuting any Disclaimed State Law Avoidance Claim, with the
   exception of any Disclaimed State Law Avoidance Claim that
   becomes a Holder Released Claim pursuant to Section 11.2.2 of
   this Plan, (ii) the Litigation Trust and Litigation Trustee
   from pursuing the Preserved Causes of Action, and (iii) any
   defendant in defending against a Disclaimed State Law
   Avoidance Claim or a Preserved Cause of Action.

                       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.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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)


TRIBUNE CO: Deadline to Remove Actions Extended to Oct. 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Tribune Company and its affiliated debtors additional time to file
notices of removal of claims or causes of action.  The Court
extended the deadline within which the Debtors may file notices of
removal of related proceedings under Rule 9027(a)(2) and (a)(3) of
the Federal Rules of Bankruptcy Procedure through and including
the earlier of (i) October 31, 2012, and (ii) the effective date
of the Debtors' Chapter 11 plan of reorganization.

"The debtors require additional time to complete the review of
their outstanding litigation matters and evaluate whether any of
those matters should properly be removed," J. Kate Stickles,
Esq., at Cole Schotz Meisel Forman & Leonard P.A., in Wilmington,
Delaware, said in a court filing.

"In the absence of such relief, the debtors would lose a
potentially key element of their overall ability to manage
litigation during these Chapter 11 cases even before that
litigation would reasonably have been evaluated," the lawyer
further said.

                       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.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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)


TRIBUNE CO: Wins Approval to Deposit Funds Into Rabbi Trusts
------------------------------------------------------------
Tribune Company sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to deposit into
so-called "rabbi trusts" awards for two employees who did not
receive payment under the Debtors' cash incentive plan.

The two employees did not receive payment in February 2011 for
their awards under the company's 2010 management incentive plan
following opposition from Tribune's unsecured creditors.  The
group expressed concern the employees might have been involved in
wrongdoing in connection with the leveraged buy-out of the
company in 2007.

J. Kate Stickles, Esq., at Cole Schotz Meisel Forman & Leonard
P.A., in Wilmington, Delaware, said the two employees performed
well and contributed to Tribune's "strong operating performance"
in 2010.  The two employees hold positions of Executive Vice
President/Chief Financial Officer and Senior Vice
President/Investments.

"These individuals should not be precluded from receiving fair
compensation for their efforts by virtue of these unproven
allegations," the lawyer said.

The aggregate amount of the 2010 MIP awards for the two employees
is $600,000, according to court papers.

The MIP is an annual cash incentive plan that generally provides
for the establishment of a bonus pool in case certain
consolidated operating cash flow goals approved by Tribune's
board of directors and the requirements of the incentive plan are
met.  Once a bonus pool is established, management employee
participants are eligible for awards.

                       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.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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)


TRIBUNE CO: 3 Ex-Workers Deposit 2010 MIP Awards
------------------------------------------------
Harry Amsden, Robert Gremillion, and David D. Williams seek the
Court's authority for the Debtors to deposit into "rabbi trusts"
their 2010 Management Incentive Plan awards.

Messrs. Amsden, Gremillion and Williams are former employees of
the Debtors who were separated from the Debtors in 2011 for
business reasons and not "for cause."  According to Jeffrey C.
Wisler, Esq., at Connoly Bove Lodge & Hutz LLP, in Wilminton,
Delaware, each of the former employees provided valuable
contributions to the Debtors during 2010.  Their MIP awards,
which, in aggregate, amount to $782,500, would represent, on
average, more than 40% of each of the former employee's 2010
total compensation.

Mr. Wisler said the former employees received only roughly 60% of
their total earned 2010 postpetition compensation because the
Official Committee of Unsecured Creditors objected to paying the
former employees on the ground that they were named defendants in
the action styled Official Committee of Unsecured Creditors of
Tribune Co., et al., v. Dennis J. FitzSimons, et al., Adv. Pro.
No. 10-54010-KJC (Bankr.D.Del.).

The former employees accordingly ask the Court to authorize the
Debtors to deposit their earned 2010 MIP awards into rabbi
trusts.

The Committee objects to the request complaining that the
payments are not an actual and necessary cost of preserving the
estate and do not provide the required benefit to the Debtors'
estate.  The Committee also points out that the motion is
essentially a request for the payment of administrative expense
claims for employment services rendered postpetition.

The former employees maintain that they provided valuable
contribution in 2010 that has already benefitted and will
continue to benefit the Debtors' estate.  The former employees
assert that granting their motion would also provide an incentive
to existing management, who will need not fear that they will not
be paid for the work performed.

                       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.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

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)


TWIN RIVER: S&P Gives $10MM Revolver 'BB+' Issue-Level Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services it assigned its 'BB+' issue-
level rating to Lincoln, R.I.-based Twin River Worldwide Holdings
Inc.'s $10 million revolving line of credit due 2013.

"The recovery rating is '1', indicating our expectation for very
high (90%-100%) recovery for lenders in the event of a payment
default. The borrower is the company's wholly owned subsidiary,
Twin River Management Group Inc. Proceeds from the revolver can be
used for working capital and general corporate purposes. The
corporate credit rating on Twin River is 'BB-'; the rating outlook
is stable," S&P said.

"The rating reflects our assessment of the company's financial
risk profile as "significant" and our assessment of the company's
business risk profile as "vulnerable", according to our criteria,"
S&P said.

"Our assessment of the company's business risk profile as
vulnerable reflects its reliance on a single property for cash
flow, despite the property's favorable location, competitive
dynamics in the region, and the stringent revenue allocation
structure imposed by the State of Rhode Island on video lottery
terminal win, which limits profitability," S&P said.

"Twin River's business risk profile also reflects our expectation
for a meaningful increase in competition over the intermediate
term, which we expect will result in a substantial decline in the
customer base and cash-flow generation. Our assessment of Twin
River's financial risk profile as significant reflects its strong
liquidity profile and our expectation that credit measures will
gradually improve over the next few years, because we expect
positive free operating cash flow largely to be applied toward
debt repayment," S&P said.

This should allow Twin River to maintain a financial risk profile
in line with the current rating, despite the expected future
increase in leverage.

Ratings List
Twin River Worldwide Holdings Inc.

Corporate credit rating                    BB-/Stable/--

Rating Assigned
Twin River Worldwide Management Group Inc.

$10 mil revolver due 2013                  BB+
  Recovery rating                           1


UNIT CORP: Fitch Affirms Low-B Rating on Two Senior Debt Classes
----------------------------------------------------------------
Fitch has affirmed the ratings of Unit Corporation (UNT) following
the latter's announcement of the intent to acquire certain oil and
gas properties as follows:

  -- Issuer Default Rating (IDR) 'BB';
  -- Senior Unsecured Debt 'BB';
  -- Senior Subordinated Debt 'BB-'.

The Rating Outlook has been revised to Negative from Stable.

The main driver for the Negative Outlook is the leveraging impact
of the pending transaction.  Under terms of the deal, UNT will
acquire over 188,000 gross acres in the Granite Wash, Cleveland,
Marmaton and other plays in Western Oklahoma and the Texas
Panhandle from Noble Energy, Inc.  for $617 million, subject to
adjustments.  The acquisition is a good operational fit for UNT
and overlaps UNT's existing properties in the Granite Wash.  The
deal will increase proved reserves by approximately 44 million
barrels oil equivalent (mmboe) or 38%, and includes over 900 gross
oil and gas wells and two natural gas gathering systems.  Acquired
production which is 37% oil and natural gas liquids approximates
10 thousand barrels of oil equivalent (mboe) per day.  Apart from
UNT's E&P business, the acquisition is also expected to ultimately
benefit UNT's Contract Drilling and Gas Gathering and Processing
businesses.

Debt is expected to rise as a result of the acquisition.  If
wholly debt financed, the acquisition would push leverage to
approximately 1.5x UNT's unadjusted latest 12-month (LTM) EBITDA,
which was $642 million at March 31, 2012.  Although a considerable
increase in debt (UNT had just $316 million borrowed at the end of
this past first quarter), the company's leverage was low prior to
the current transaction at just under 0.5x EBITDA.  On a pro-forma
basis as calculated by Fitch, total debt per barrel of proved
reserves (debt/boe) would rise to $5.99 from $2.59 at Dec. 31,
2011, and debt per flowing barrel of production would increase to
$21,000 from around $9,000.

UNT will rely on production and cash flow from the acquired
properties to finance further development.  The company has not
changed its planned 2012 capital budget estimate of $801 million,
which included $457 million for the oil and gas segment.  As a
result, operating cash flow in the near term, apart from the
interest carry, should not be significantly affected by the
acquisition, and Fitch anticipates free cash flow will be negative
for the year.

Fitch expects that maximum total debt/EBITDA will not exceed 2.0x
by the end of the current year using stress test hydrocarbon
prices.  The increase in leverage versus Fitch's previous
expectations is due to the acquisition with no substantive change
in expected negative free cash flow.  Management has disclosed
that $200 million-$300 million of non-core assets is being
evaluated for sale and could contribute to sources of cash flow
for deleveraging.

WHAT COULD TRIGGER A RATING ACTION

Future developments that may, individually or collectively, lead
to a negative rating action include:

  -- The absence of a significant reduction in leverage over the
     course of this next year;

  -- Additional leveraging transactions;

  -- Upwards revisions in capital expenditure budgets which puts
     pressure on the balance sheet;

  -- Major operational problems.


UNIVERSAL BIOENERGY: To Hold Shareholder Conference Call Friday
---------------------------------------------------------------
Universal Bioenergy Inc., will conduct a conference call to
discuss information that will be of interest to its investors and
shareholders.  Members of Universal's executive management staff
will be participating on the call.

The conference call is scheduled for Friday, July 13, 2012, at
11:30 a.m., Eastern Standard Time.  The conference call is only
open to shareholders and investors of Universal, and not to the
general public.  The call will be recorded.  Individual investors
and shareholders are invited to participate in the conference
call, and must register on the Company's Web site to obtain the
conference call phone number and access code.  See
http://www.universalbioenergy.com/

The shareholder conference call will discuss the following issues;

1. Past operations of the Company
2. Current business operations of the Company
3. Future outlook and long-term plans of the Company
4. Plans to up-list to NASDAQ
5. Special stock dividend
6. Status of Depository Trust (DTC) "Chill"
7. Questions from shareholders*

Participants are encouraged to register in advance to receive the
phone number and access code.  Participants should call in at
least 15 minutes prior to the scheduled conference call time to
ensure participation.

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

After auditing the 2011 results, Bongiovanni & Associates, CPA'S,
in Cornelius, North Carolina, noted that the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.

The Company reported a net loss of $2.11 million in 2011,
compared with a net loss of $2 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$5.23 million in total assets, $4.38 million in total liabilities,
and $850,781 in total stockholders' equity.


VALENCE TECHNOLOGY: Files for Bankruptcy Protection
---------------------------------------------------
Valence Technology, Inc., on July 12 filed a voluntary petition
for a chapter 11 business reorganization (Bankr. W.D. Tex. Case
No. 12-11580) in its home-town Austin, Texas.

The Debtor disclosed debt of $82.6 million and assets of $31.5
million as of March 31. It owes $35 million in loans to affiliates
of Chairman Carl Berg, about $34 million in interest on those
loans, and $3 million on a third-party loan. The company also owes
about $9 million on two series of convertible preferred stock held
by Berg affiliates and has $11 million in trade debt and accrued
expenses.

According to a statement by the Debtor, the reorganization is
intended to bolster the Company's liquidity in the U.S. and abroad
and enable the Company to focus on its core lithium phosphate
markets.  Valence is currently negotiating a debtor?in?possession
credit facility and expects to announce the facility shortly.
Once in place, this facility will be used to enhance liquidity and
working capital and will be subject to Court approval and other
conditions.  With a credit facility, the Company believes that it
will have sufficient liquidity to operate its business during
chapter 11, and to continue the flow of goods and services to its
customers in the ordinary course.

The Company expects to pay employee wages and benefits and
continue customer programs.  Subsidiaries outside of the U.S. are
not subject to the bankruptcy proceedings and are expected to
continue to operate in the ordinary course of business.  Valence
plans to honor all postpetition obligations to suppliers in the
ordinary course.

"After careful consideration of the implications of chapter 11 and
weighing them against a lack of attractive alternatives, the Board
of Directors and the senior management team believe that this is a
necessary step and the right thing to do for the future of
Valence," said Robert L. Kanode, Valence's president and chief
executive officer. "Our goal is to continue to operate and meet
customer requirements as we work through the chapter 11 process as
quickly as possible. We are fully committed to working with our
valued customers."

Valence expects to complete its restructuring during 2012.

The Company is being advised by Streusand, Landon & Ozburn, LLP
with respect to bankruptcy matters.

Founded in 1989, Valence develops lithium iron magnesium phosphate
rechargeable batteries.  Its products are used in hybrid and
electric vehicles, as well as hybrid boats and Segway personal
transporters.

Car E. Berg and related entities own 44.4% of the shares.
Claerbridge Advisors, LLC owns 5.5%.


VOICE ASSIST: Rod Shipman Named to Board of Directors
-----------------------------------------------------
The board of directors of Voice Assist, Inc., appointed Rod A.
Shipman to serve as an independent lead director of the Company.
Mr. Shipman was selected to serve as a director because of his
expertise in public, for profit and non-profit boards and holds a
Professional Director Certification from the American College of
Corporate Directors, a public company director education and
credentialing organization.

There were no arrangements or understandings between Mr. Shipman
and any other persons pursuant to which Mr. Shipman was selected
as a director.  The Company anticipates that Mr. Shipman will be
appointed to serve on an Audit Committee and Compensation
Committee to be established by the board of directors.  There are
no family relationships between Mr. Shipman and any of the
Company's current directors and officers.

                         About Voice Assist

Lake Forest, Calif.-based Voice Assist, Inc., operates a cloud-
based speech recognition platform that supports speech recognition
based enterprise services such as Customer Relationship Management
(CRM), field force automation, as well as direct-to-enterprise
services such as virtual assistants that unify communications and
direct-to-consumer "safe driving" services that allow SMS, email,
and social media messaging through a single personal phone number.

In the auditors' report accompanying the annual report for the
year ended Dec. 31, 2011, Mantyla McReynolds LLC, in Salt Lake
City, Utah, expressed substantial doubt about Voice Assist's
ability to continue as a going concern.  The independent auditors
noted that the Company has working capital deficits and has
incurred losses from operations and negative operating cash flows
during the years ended Dec. 31, 2011, and 2010.

The Company reported a net loss of $10.24 million on $872,010 of
revenues for 2011, compared with a net loss of $1.30 million on
$1.26 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $1.05
million in total assets, $3.22 million in total liabilities, and a
$2.17 million total stockholders' deficit.

WAGNER SQUARE: Involuntary Case Transferred to Judge Isicoff
------------------------------------------------------------
The Bankruptcy Court has ordered the transfer of the Chapter 11
case of Wagner Square I, LLC, to the Honorable Judge Laurel M.
Isicoff.  The order came at the behest of Debra Sinkle Kolsky, the
Trustee for the Debra Sinkle Kolsky Trust.

The Debtor's Involuntary Chapter 11 case was originally assigned
to Judge Jay A. Cristol.

Debra Sinkle Kolsky Trust filed an involuntary petition against
Wagner Square I, LLC, (Bankr. S.D. Fla. Case No. 12-24697) on
June 15, 2012.  In the involuntary petition, the Petitioning
Creditor indicated that there was a bankruptcy case (No. 12-20659-
LMI) filed on April 30, 2012, against Wagner Square, LLC, an
affiliate of the Debtor, pending before Judge Isicoff.

Nevertheless, the case was assigned to Judge Cristol.

Ms. Kolsky related that in addition to being affiliates, the
Debtor and the Debtor in the case pending before Judge Isicoff,
are single-asset, single-purpose entities whose assets and
liabilities are inextricably intertwined.  The two Debtors share a
common interest with respect to the sale of the parcels of real
estate they each own and their position with respect to
restrictions on the land asserted by the City of Miami, Ms. Kolsky
told the Court.


WATERLOO RESTAURANT: Has OK to Hire Rochelle McCullough as Counsel
------------------------------------------------------------------
Waterloo Restaurant Ventures, Inc., obtained authorization from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Rochelle McCullough, LLP, as its bankruptcy counsel to
perform necessary legal services during the course of the
bankruptcy case.

As reported by the Troubled Company Reporter on Mar 22, 2012,
Rochelle McCullough served as Waterloo's counsel in connection
with Waterloo's prepetition workout efforts, as well as in
connection with preparing for the filing of the bankruptcy case.
Rochelle McCullough has acquired knowledge of Waterloo's
background, nature of operations, debt structure, and the various
issues likely to be faced by Waterloo in the bankruptcy case.

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

As of April 5, 2012, the Office of the U.S. Trustee has not
appointed an official committee of unsecured creditors.


WESTERN POZZOLAN: Hearing on Cash Collateral Use Set for July 18
----------------------------------------------------------------
Western Pozzolan Corp. seeks permission from the Bankruptcy Court
to use cash collateral so that it may continue to operate and
generate revenue to fund a plan and maintain the value of the
estate.

The Debtor is in the business of mining pozzolan ore and selling
it to various distributors.

Interest Income Partners, L.P., secured creditor of Western
Pozzolan, notified the Court that it opposed the Debtor's use of
its cash collateral.

A hearing on this matter will be held on July 18, 2012, at 9:30
a.m.

                    About Western Pozzolan Corp.

Western Pozzolan Corp., in the business of mining and selling
pozzolan ore, filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 12-11040) in Las Vegas, Nevada, on Jan. 30, 2012.

Matthew Q. Callister, Esq., at Callister & Associates, serves as
the Debtor's counsel.

Judge Mike K. Nakagawa is assigned to the case, taking over from
Judge Linda B. Riegle.

The Debtor estimated assets of $10 million to $50 million and
debts of up to $10 million.  Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.

Western Pozzolan first filed for bankruptcy protection (Bankr. D.
Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.


WIDEOPENWEST FINANCE: Moody's Affirms B2 CFR, Rates Bonds Caa1
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
(CFR) of WideOpenWest Finance, LLC (WOW), the B1 rating on the
first lien credit facility, and the Caa1 rating on the senior
unsecured bonds based on revisions to the proposed debt funding
for its acquisition of Knology, Inc. (Knology, B1 CFR). Moody's
also assigned a Caa1 rating to the proposed senior subordinated
bonds. The transaction as currently proposed consists of a a $200
million first lien revolver (expected draw of about $50 million at
close compared to previous expectations for it to be undrawn), a
$1,920 million first lien term loan (no change), $700 million of
senior unsecured bonds ($1020 million previously), and newly
proposed $320 million senior subordinated notes.

WideOpenWest Finance, LLC

    Affirmed B2 Corporate Family Rating

    Affirmed B2 Probability of Default Rating

    Senior Subordinated Bonds, Assigned Caa1, LGD6, 94%

    Senior Unsecured Bonds, Affirmed Caa1, LGD adjusted to LGD5,
82% from LGD5, 86%

    $200 million First Lien Revolver, Affirmed B1, LGD3, 32%

    $1,920 million First Lien Term Loan, Affirmed B1, LGD3, 32%

Outlook, Stable

Ratings Rationale

Moody's now expects modestly negative cash flow in 2013 due to
higher interest rates than the deal as originally proposed, and
the B2 CFR is weakly positioned. However, the $200 million
revolver provides good liquidity to manage through the integration
and to fund costs to acheive synergies. Moody's expects modestly
positive free cash flow in 2014 (less than 3% of debt) as the
company benefits from cost savings and accelerated growth of the
combined entity's commercial business. Additional benefits of the
proposed merger include greater scale and diversity.

Junior capital from the senior subordinated bonds results in a
modest improvement to the LGD rate on the senior unsecured bonds,
but the subordinated bonds represent only about 10% of the
proposed debt capital structure and are therefore not sufficient
to give ratings uplift to the senior unsecured bonds. The higher
LGD rate on the senior subordinated bonds indicates Moody's
opinion that these bondholders would likely experience a greater
loss in the event of a default than senior unsecured noteholders.

The transaction will increase leverage to approximately 7 times
debt-to-EBITDA compared to current WOW leverage in the low to mid
6 times range. Moody's expectation that leverage will remain above
6 times debt-to-EBITDA and that WOW will generate minimal free
cash flow over the next two years given the heavy debt load and
substantial capital expenditures drives its B2 CFR. WOW faces the
challenge of operating in an intensely competitive environment and
executing on both its combination with Knology and a billing
system conversion, all with a highly leveraged credit profile. The
maturity of the core video product limits growth potential, but
Moody's expects the high speed data product and the commercial
business will facilitate EBITDA expansion, supported by a high
quality network in most of the company's footprint. Declining
capital intensity as a percentage of revenues, continued EBITDA
growth, and cost reductions create the potential for increasing
free cash flow and lower leverage after the next two years, but
Moody's expects acquisitions, shareholder distributions, or some
combination of these to keep leverage around 6 times debt-to-
EBITDA and free cash flow below 5% of debt.

The stable outlook incorporates expectations for leverage to fall
below 7 times debt-to-EBITDA over the next 18 months and for
maintenance of good liquidity. The stable outlook also assumes
successful conversion of WOW's billing system and smooth
integration of the two companies.

Sustained debt-to-EBITDA above 7 times, whether due to weak
performance, acquisitions, or incremental sponsor dividends could
pressure the company's ratings downward. Evidence of challenges
with either the integration or the billing system conversion, such
as erosion of subscribers or significant margin deterioration,
could also have negative ratings implications. Deterioration of
the liquidity profile or expectations for sustained negative free
cash flow could also result in a negative rating action.

Avista's aggressive fiscal policy including capital distributions
and high leverage, and the magnitude of improvement in credit
metrics required to sustain a higher rating impede upward ratings
momentum over the next few years, and a positive action is highly
unlikely without a commitment to a stronger fiscal policy. Moody's
would consider a positive rating action based on expectations for
sustained leverage around 5 times debt-to-EBITDA range and free
cash flow to debt in the mid to high single digits, as well as
evidence of ability to maintain or improve its competitive
position.

As "overbuilders," both Knology and WOW historically built or
acquired networks in regions overlapping that of larger incumbent
cable operators and attempt to differentiate with high quality
product offerings and efficient but localized customer service.

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

With its headquarters in Englewood, Colorado, WideOpenWest
Finance, LLC (WOW) is a competitive broadband provider offering
cable TV (approximately 468,000 subscribers), high speed Internet
services (442,000) and telephony (261,000) to residential and
commercial customers in Illinois, Michigan, Ohio and Indiana. Its
revenue for the twelve months through March 31, 2012, was
approximately $627 million. Avista Capital Partners owns the
company.

With its headquarters in West Point, Georgia, Knology, Inc.
(Knology) provides video, voice, data, and communications services
to residential and business customers in the southeastern and
midwestern United States. As of December 31, 2011, it served
approximately 257,000 video, 262,000 high speed data, and 277,000
telephone subscribers. Knology generated revenue of approximately
$523 million for the twelve months through March 31, 2012.


WINTER GARDEN: S&P Cuts Rating on 1994 Revenue Bonds to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating on Winter Garden Housing Finance Corp., Texas' single-
family mortgage revenue bonds series 1994 to 'B-' from 'AA+'. The
outlook is negative.

"The downgrade is based on our view of the project's inability to
sufficiently pay full and timely debt service on the bonds," said
Standard & Poor's credit analyst Renee J. Berson.

The bonds are secured by Ginnie Mae mortgage-backed securities and
Fannie Mae pass-through certificates. "The rating reflects our
view of the following: Revenues from mortgage debt service
payments and investment earnings that are insufficient to pay full
and timely debt service on the bonds plus fees; Debt service
coverage to fall beyond investment-grade levels;
and Asset/liability parity is below the benchmark for the life of
the deal based on the available funds. Credit strengths include
our view of the following: Investments held with a guaranteed
investment contract with Berkshire Hathaway; and The high credit
quality of the Ginnie Mae mortgage-backed securities and Fannie
Mae mortgage pass-through certificates," S&P said.

Standard & Poor's has analyzed available updated financial
information.

"We believe the bonds are unable to meet all bond costs from
transaction revenues until maturity," S&P said.


WM. BOLTHOUSE: S&P Places 'B' CCR Rating on Watch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Wm. Bolthouse Farms Inc. on
CreditWatch with positive implications, meaning that it could
either raise or affirm the ratings following the completion of its
review.

At the same time, Standard & Poor's placed its 'A-' long term
corporate credit rating and all long-term issue-level debt ratings
on Camden, N.J.-based Campbell Soup Company on CreditWatch with
negative implications, meaning that it could lower or affirm the
ratings following the completion of its review.

"The company's 'A-2' short term and commercial paper ratings
remain unchanged  and are not on CreditWatch as we do not believe
that Campbell's corporate  credit rating would be lowered by more
than one notch. We estimate Campbell had about $3.4 billion of
fully adjusted debt outstanding at April 29, 2012.   As of fiscal
year-end March 31, 2012, we estimate that Bolthouse had
approximately $675 million fully adjusted debt outstanding," S&P
said.

Campbell's CreditWatch negative listing follows its announcement
that it will be acquiring Wm. Bolthouse Farms Inc. for about $1.55
billion, funded primarily with a combination of new short- and
long-term debt. According to Campbell's, Bolthouse will repay its
existing debt. For the fiscal year ended March 31, 2012, Bolthouse
had about $689 million in revenues and $92 million in adjusted
EBIT, according to Campbell. Campbell's management stated it
intends to suspend its strategic share repurchase plan.

"We believe the transaction would weaken Campbell's credit
protection measures below current levels, specifically the ratio
of lease- and pension-adjusted total debt to EBITDA to about 3x
and funds from operations (FFO) to total debt to the mid-20% area
as compared to about 2.1x and 38.5%, respectively, at April 29,
2012. Previously, we had stated that we would consider a downgrade
if Campbell's leverage increases over 3x and FFO to total debt
declines to below 30%. We had expected Campbell to maintain
leverage at approximately 2x and FFO to total debt of over 35%,
metrics more in line with the company's current 'intermediate'
financial risk profile, in order to maintain the current ratings
and outlook given our assessment of its 'strong' business risk
profile," S&P said.

"We believe that Bolthouse would modestly strengthen Campbell's
business risk profile with further product diversity and access to
the packaged fresh foods categories, including presence in the
faster-growing refrigerated healthy beverages and salad dressings
categories. As of fiscal year-end March 31, 2012, we estimate that
Bolthouse had leverage of about 4.5x and FFO to total debt of 13%,
yet we believe that Bolthouse's credit profile will improve with
the acquisition by the larger and financially stronger Campbell
Soup Co., which could result in higher ratings for Bolthouse when
the CreditWatch listing is resolved," S&P said.

"We will resolve both CreditWatch listings following our review of
the financial impact of the transaction on Campbell's financial
risk profile during the next two years, as well as Campbell's
ability to restore credit metrics to those more in line with our
benchmarks. Upon completion of our review, the ratings for
Campbell could remain unchanged or be lowered by one notch. The
ratings for Bolthouse could potentially be raised as high as
Campbell's ratings. Thereafter, we will withdraw the ratings on
Bolthouse's debt after repayment and the close of the
transaction," S&P said.


XTREME IRON: Wants to Employ Gregory Mitchell as Attorney
---------------------------------------------------------
Xtreme Iron Holdings, LLC, seeks permission from the Bankruptcy
Court to employ The Mitchell Law Firm, L.P., as its counsel.
Gregory W. Mitchell is the attorney who will primarily be working
on the case.  As counsel, Mr. Mitchell will:

   (a) provide the Debtor with legal advice as to its powers and
       duties as debtor-in-possession;

   (b) assist the Debtor in the preparation of all administrative
       documents required, as well as prepare on behalf of the
       Debtor all necessary applications, motions, answers,
       responses, orders, reports, and other legal documents as
       required;

   (c) take action as is necessary to preserve and protect
       the Debtor's assets;

   (d) assist the Debtor in the formulation of a disclosure
       statement and in the formulation, confirmation, and
       consummation of a plan of reorganization; and

   (e) perform all other legal services for the Debtor that may
       be necessary in this case.

The Debtor has paid Mr. Mitchell $2,500 as a retainer for the
legal services he will perform on the Debtor's behalf.  The Debtor
proposes to pay Mr. Mitchell at his standard hourly rates and
reimburse him of his actual and necessary expenses.
Mr. Mitchell's hourly rate is $275.

The Debtor does not believe that Mr. Mitchell has any
relationships that would raise a disqualification or conflict of
interest or would otherwise render it ineligible to serve as
counsel.

                    About Xtreme Iron Holdings

Xtreme Iron Holdings, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.  Lake
Dallas-based Xtreme Iron estimated assets and liabilities of $10
million to $50 million.  The Debtor said an estimated 90% of
the business assets are located in North Texas counties.

The Debtor is the holding company for Xtreme Iron, LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.

Judge Harlin DeWayne Hale oversees the case.  Gregory Wayne
Mitchell, Esq., at The Mitchell Law Firm, L.P., serves as the
Debtor's bankruptcy counsel.


XTREME IRON: Beta Wants Case Transferred to Eastern District
------------------------------------------------------------
Creditor Beta Capital, LLC, asks the Bankruptcy Court to transfer
the venue of the Chapter 11 case of Xtreme Iron Holdings, LLC, to
the U.S. Bankruptcy Court for the Eastern District of Texas.  Beta
Capital tells the Court that Xtreme Iron's domicile, residence,
principal place of business, and the location of its principal
assets are all in the Eastern District.  Accordingly, Beta Capital
asserts, venue is not proper in the Northern District of Texas.

"Xtreme Iron Holdings filed in this District largely to thwart
Beta Capita's ongoing post-Judgment collection efforts in the
Eastern District, where Beta Capital holds a Judgment against
Xtreme Iron Holdings and its Manager, Ron Stover," says Todd J.
Harlow, Esq., at Lynn Tillotson Pinker & Cox, LLP, attorney for
Beta Capital.  "Xtreme Iron Holdings is obviously well aware of
all that has transpired in the Eastern District, and just as
obviously filed for bankruptcy in this District in the hope that
it will find a more favorable forum," he adds.

According to Mr. Harlow, Xtreme Iron has identified no assets that
are located in the Northern District and has filed no schedules
with its bankruptcy petition.

Meanwhile, Xtreme Iron sought and obtained extension of time to
file its schedules of assets and liabilities through July 11,
2012.  However, no Schedules have been filed as of press time.

                    About Xtreme Iron Holdings

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron estimated assets and liabilities of
$10 million to $50 million.  The Debtor said an estimated 90% of
the business assets are located in North Texas counties.

The Debtor is the holding company for Xtreme Iron, LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.

Judge Harlin DeWayne Hale oversees the case.  Gregory Wayne
Mitchell, Esq., at The Mitchell Law Firm, L.P., serves as the
Debtor's bankruptcy counsel.  The petition was signed by Ron
Stover, member.


* S&P's Global Corporate Default Tally Rises to 42
--------------------------------------------------
Two U.S.-based corporate issuer defaults raised the 2012 global
corporate default tally to 42 issuers this week (through July 11),
said an article published Thursday by Standard & Poor's Global
Fixed Income Research, titled "Two Chapter 11 Filings Push The
2012 Global Corporate Default Tally To 42 This Week; Double That
Of A Year Ago."

This tally includes one revision to include Canadian media company
Cinram International Inc., which was unrated at the time of its
Chapter 15 filing on June 25, 2012, though it had been rated 'CCC'
three months earlier.  On July 6, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S.-based power
producer Dynegy Inc. to 'D' from 'CC' after the company filed for
Chapter 11 bankruptcy protection. On July 10, Standard & Poor's
lowered its corporate credit rating on U.S. coal mining company
Patriot Coal Corp. to 'D' from 'CCC' after the company filed for
Chapter 11 bankruptcy protection.

As a result of these two defaults, the 2012 default tally (through
July 11) is more than double the count at the same time last year.
By region, 25 of the 42 defaulters were based in the U.S., nine
were in the emerging markets, five in Europe, and three in the
other developed region (Australia, Canada, Japan, and New
Zealand).  In comparison, the 2011 total (through July 11) was 20:
12 defaulters in the U.S., two in the emerging markets, two in
Europe, and four in the other developed region.

So far this year, missed payments accounted for 13 defaults,
bankruptcy filings accounted for nine, distressed exchanges
accounted for eight, and another eight defaulters were
confidential.  The remaining four entities defaulted for various
other reasons.  In 2011, 21 issuers defaulted because of missed
interest or principal payments, and 13 because of bankruptcy
filings -- both of which were among the top reasons for defaults
in 2010.

Distressed exchanges -- another top reason for default in 2010 --
followed with 11 defaults in 2011.  Of the remaining defaults, two
issuers failed to finalize refinancing on bank loans, two were
subject to regulatory action, one had its banking license revoked
by its country's central bank, one was appointed a receiver, and
two were confidential.


* Arent Fox's Dubrow Sees Fresh Wave of Chapter 9 Bankr. Filings
----------------------------------------------------------------
With today's news that San Bernardino is set to become the third
California city to declare bankruptcy in recent weeks, municipal
governments are starting to drop like flies.  Due to a host of
fiscal issues, numerous municipalities are considering bankruptcy
as the solution to their balance sheet nightmare.

David Dubrow of Arent Fox's Municipal Finance Group in New York
sees a possible fresh wave of Chapter 9 bankruptcy filings by U.S.
cities this year -- especially in Rhode Island, California,
Pennsylvania, Michigan, Ohio, Indiana and other states.  Arent Fox
represents major bond insurers, bondholders and trustee clients in
several high-profile muni defaults, including Stockton and
Hercules City, Calif.; Central Falls, R.I.; and Harrisburg, Penn.

"A lot of medium-sized cities around the country remain under
fiscal distress, whether from structural deficits, depressed local
real estate markets, an inability to raise taxes, heavy debt loads
and especially unfunded pension liabilities," says Mr. Dubrow.

He also points to problems posed by big-ticket public works --
from sewer systems to waste disposal projects to new hospitals --
that ended up costing much more than projected, with less revenue
available to cover their costs (see Harrisburg's $280 million
incinerator).

"It's not that conditions are necessarily becoming more dire that
will force a new crop of cities into bankruptcy," Mr. Dubrow
notes.  "To the extent that some of the recent municipal
bankruptcies can be successfully resolved in the view of the tax-
exempt marketplace, that could represent a model of success that
paves the way for other cities to follow suit with their own
filings.  Central Falls in Rhode Island could be the case to watch
as a bellwether Chapter 9 in 2012.?

Mr. Dubrow, who has represented a variety of major institutions in
tax-exempt defaults, has also advised on municipal financings
around the U.S. involving multifamily housing, hospitals,
airports, schools, highways/bridges, subway systems industrial
development, solid waste facilities -- the works.  He played a key
role in advising Fannie Mae and Freddie Mac in launching two
programs that created $24 billion in tax-exempt housing bonds and
bank liquidity to support the U.S. residential finance market
following the financial crisis.


* Michael Jones Leaves Katten Muchin to Join Holland & Knight
-------------------------------------------------------------
Holland & Knight on July 9, 2012, welcomed Michael W. Jones and
Joseph Hylak-Reinholtz to the Chicago office as a partner and an
associate, respectively. Both attorneys are members of the firm's
Corporate Practice Group.

"Mike is a significant addition to our business law team in
Chicago. His in-depth knowledge of and experience with complex
mergers and acquisitions, private equity transactions and
bankruptcies will be a great asset to our clients," said Steven M.
Elrod, executive partner of Holland & Knight's Chicago office.
"Joe's unique combination of experience in the healthcare industry
and Illinois government will be of great value as well."

Mr. Jones concentrates his practice on mergers and acquisitions,
private equity transactions and other corporate matters for
companies in a wide range of industries. He regularly represents a
variety of private equity funds in connection with new platform
and minority investments, add-on acquisitions, senior and
mezzanine credit facilities, recapitalizations, restructurings and
exit transactions. He also has significant experience with
transactions and financings in the waste services and recycling
industry.

"Holland & Knight's reputation for excellence in corporate law is
well deserved," said Mr. Jones. "The firm's superior capabilities
and collaboration across all practices will help me to better
serve my clients in today's challenging environment, particularly
with respect to sophisticated private equity transactions and
leveraged buyouts."

Mr. Hylak-Reinholtz's practice focuses on corporate healthcare
transactional work and regulatory compliance for various types of
healthcare providers. He has more than a decade of experience in
Illinois government, during which time he worked on legislative,
regulatory and complex budgetary issues in the healthcare field.
He is a former lobbyist of the Illinois Health Care Association, a
trade association representing hundreds of facility providers in
the senior housing industry. He also served as an ex-officio
member on the Illinois Health Facilities and Services Review Board
for more than three years, and now advises health care clients
with respect to certificate of need requirements.

"Being a member of the Holland & Knight team is an honor," said
Mr. Hylak-Reinholtz. "The firm's global network and deep knowledge
of the healthcare industry provide an exceptional platform to grow
my practice."

Mr. Jones received a B.A. degree summa cum laude from Missouri
State University and a J.D. degree from Columbia Law School, where
he was a Harlan Fiske Stone Scholar.  Prior to joining Holland &
Knight, he was a partner with Katten Muchin Rosenman LLP.

Mr. Hylak-Reinholtz completed his undergraduate work at University
of Illinois Springfield and received a J.D. degree cum laude from
Northern Illinois University College of Law. He came to Holland &
Knight from McGuireWoods LLP.


* BOOK REVIEW: John Hood's The Heroic Enterprise
------------------------------------------------
Author: John Hood
Publisher: Beard Books, Washington, D.C. 2004
(reprint of book published by The Free Press/Division of Simon and
Schuster in 1996).
246+xx pages
Price: $34.95 trade paper
ISBN 1-58798-246-3

Hood writes as a counterbalance to ideas that business should be
expected to contribute to the common good along the lines of
charities, say, or public health.  He writes too against the
highly partisan, pernicious perspective that business activity is
antisocial and disruptive which at times gains some degree of
credibility.

Critiques of business have been around as long as commerce and
business have been around.  These come usually from religious or
political zealots seeking dictatorial hold over all significant
kinds of human activity and enterprise.  In this work, Hood aims
to counterbalance latter-day versions of such critiques arising in
American society.  The counterculture, antiestablishment 1960s was
a time when such critiques were particularly strong.  They have
moderated since, yet remain a persistent chorus which influences
politics and imagery and public affairs of business.

Hood does not aim to stifle or eliminate debate about the effects
of business on society or how business should engage in business.
What he aims for is dismissing once and for all myopic and almost
utopian conceptions about business and related erroneous purposes
and values of it.  Such conceptions are worrisome to
businesspersons not because they believe they have any foundation,
but because they waste resources and energy in having to
continually correct them so business can function properly. And to
the extent such myopic conceptions are believed or entertained by
the public, they hamper the public and politicians in working out
policies by which the greatest benefits of business can be reaped
by society.

The author clarifies the place and role of business by contrasting
business with other parts of society.  A standard, self-evident
tenet of sociologists going back to the time of Plato is that
society is made up of different parts fulfilling different roles
for the varied needs of society and so that a society will
function smoothly and survive.  Business is distinguished from
government and philanthropy.  "Businesses exist to make and sell
things," whereas by contrast "governments exist to take and
protect things [and] charities exist to give things away."  The
social responsibility for each category of institution is inherent
in its purposes and activities.  For example, businesses alone
cannot solve environmental problems. Whatever problems which can
be attached to business are related to government policies and
business's operations to satisfy consumer interests.  Hence,
business alone cannot solve environmental problems, and should not
be expected to.  Critics requiring that business solve
environmental problems without similarly requiring changes in
government policies and consumer interests are shortsightedly and
unreasonably tarnishing business while not making any relevant or
productive arguments for dealing with environmental problems.

In elucidating business's proper place in and contributions to
society, Hood is not unmindful that some businesses fail to
fulfill their role in good faith and beneficially.  But instead of
criticizing business fundamentally, he proffers questions critics
can ask before targeting particular businesses.  Two of these are
"Are corporations obtaining their profits through force or
fraud?," and "Are corporations putting investments at their
disposal to the most economically productive use?"  Hood's
perspective in support of business against unfair and irrelevant
criticisms is based on the acknowledgment that business is
operating productively, for the common good, and is open to
cooperative activities with other parts of society in trying to
resolve common problems.

"The Heroic Enterprise" is not an argument for business -- for as
a fundamental aspect of any society, business does not need an
argument to justify it.  The book mostly takes the approach of
reviewing why business is necessary and therefore must be
naturally, easily accepted -- namely, because of the manifold
benefits business provides for society and because it along with
good government and respectable morals has been a primary engine
for the betterment of human life.

John Hood has much experience in the media and communication as a
syndicated columnist, TV commentator, and radio host.  Author of
three books and many articles for national publications such as
the Wall Street Journal, he is President and Chairman of the John
Locke Foundation in North Carolina.



                            *********

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, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  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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