TCR_Public/120829.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, August 29, 2012, Vol. 16, No. 240

                            Headlines

1701 COMMERCE: To Attend Mediation; Posts $1MM to Keep Stay
3210 RIVERDALE: Reorganization Plan Hearing Adjourned to Oct. 2
ALLEN FAMILY: Liquidating Plan Coming Soon
ASCENA RETAIL: S&P Gives 'BB+' Rating on $300MM Secured Term Loan
ATP OIL: Files Applications to Hire Counsel, Advisors

ATP OIL: Says UK Unit Not Part of Chapter 11
BAKERS FOOTWEAR: Negotiating Forbearance With Lender
BICENT HOLDINGS: Court OKs Scotia Capital as Financial Advisor
BICENT HOLDINGS: Plan of Reorganization Declared Effective
BRAFFITS CREEK: Case Summary & Largest Unsecured Creditor

CAESARS LINQ: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg
CAPITOL BANCORP: Wilmington Trust Calls Plan 'Highly Suspect'
CATALYST PAPER: Prepares for Exit From Creditor Protection
CFG HOLDINGS: S&P Affrims 'B-' Issuer Credit Rating; Outlook Pos
CHESTER DOWNS: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg

CHRISTIAN BROTHERS: Bronx Catholic High Being Sued by Committee
CITIZENS CORP: Case Trustee Has $500,000 Loan From Legends Bank
COGECO CABLE: DBRS Assigns 'BB(high)' Issuer Rating
COLDWATER PORTFOLIO: Wants Exclusive Plan Period Moved to Oct. 31
COLDWATER PORTFOLIO: Has Access to U.S. Bank Cash Collateral

COLDWATER PORTFOLIO: Seeks to Employ Variant as Investment Banker
COLDWATER PORTFOLIO: Can Retain Meltzer Purtill as Counsel
COMMUNITY TOWERS: Wants to Hire ACM Capital as Financial Advisors
COMMUNITY TOWERS: Murray to Lead in Third Party Talks
COMPUTER WORLD: Assignee Can Pay Lawyers Without Court Approval

COSTA BONITA: DF Servicing Loses Bid to Dismiss Case, Oust Counsel
COUNTRYWIDE FIN'L: Wants to Keep MBS Class Suit in Federal Court
CRC HEALTH: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
CROSS ISLAND: Cushman & Wakefield OK'd as Real Estate Broker
CROSS ISLAND: Files Schedules of Assets and Liabilities

CROSS ISLAND: Leonard Harris Approved as Accountants
CROSS ISLAND: Sahn Ward OK'd for Zoning and Land Use Concerns
CROSS ISLAND: SilvermanAcampora LLP Approved as Bankruptcy Counsel
DAYTOP VILLAGE: Wants to Employ Garfunkel Wild as Special Counsel
DAYTOP VILLAGE: Wants to Employ MKR as Real Estate Broker

DAYTOP VILLAGE: Ombudsman Hires Baker & Hostetler as Counsel
DELTA PETROLEUM: Wants to Modify Conway MacKenzie Employment
DEX ONE: S&P Revises Outlook on 'CCC' CCR to Developing
DOLLAR THRIFTY: S&P Places 'B+' Corp Credit Rating on CreditWatch
DYNEGY INC: Holders of $3.5-Bil. in Claims Vote in Favor of Plan

DYNEGY INC: Litespeed Bid for Equity Committee Denied
DYNEGY INC: Creditors Avidly Support Reorganization Plan
EASTMAN KODAK: FlashPoint to Appeal Ruling on Rights to 5 Patents
EASTMAN KODAK: To Shift Focus on Commercial Printing Business
EASTMAN KODAK: Wrongly Redacted Notebook, ITC Judge Finds

EXCELITAS TECHNOLOGIES: S&P Keeps 'BB-' Rating on $238MM Credit
FULLER BRUSH: Committee Can Retain CBIZ MHM as Financial Advisor
GETTY PETROLEUM: Ch. 11 Liquidation Plan Confirmed
GLOBAL AVIATION: Seeks Court Approval on CBA Amendments
GOLDEN TEMPLE: Can Employ Ford Elsaesser as Associate Mediator

HARVEST OPERATIONS: Moody's Confirms 'Ba2' Corp. Family Rating
HAWKER BEECHRAFT: Union Workers Vote on Pension Proposal
HEALTHCARE OF FLORENCE: Wants FCH to Operate Hospital Pending Sale
HERTZ GLOBAL: S&P Puts B+ CCR on Watch on $2.6BB DTAG Acquisition
IMPEVA LABS: Court Trims Patent Lawsuit Against Rival

INT'L ENVIRONMENTAL: Meeting of Creditors Continued Until Sept. 5
K-V PHARMACEUTICAL: EPIQ OK'd as Claims and Noticing Agent
K-V PHARMACEUTICAL: Has Until Sept. 17 to File Schedules
K-V PHARMACEUTICAL: U.S. Trustee Forms Creditors Committee
K-V PHARMACEUTICAL: Taps Willkie Farr as Counsel

LEGENDS GAMING: LRGP Files Schedules of Assets and Liabilities
LEGENDS GAMING: Sea Group Approved as Financial Advisor
LEHR CONSTRUCTION: Trustee Taps Counsel Named by Insurance Carrier
LICHTIN/WADE LLC: Solicitation Exclusivity Extended to Sept. 30
LSP ENERGY: Wants Add'l Plan Exclusivity Pending Sale Process

MAIDEN HOLDINGS: S&P Gives 'BB' Rating on $150MM Preferred Stock
MEDIA GENERAL: S&P Keeps 'CCC+' Issuer Credit Rating
MORRIS BROWN COLLEGE: Files for Chapter 11 in Atlanta
MTS GOLF: Gordon Silver Approved as Bankruptcy Counsel
NANA DEVELOPMENT: S&P Puts 'B+' Corp. Credit Rating on Watch Neg

NBC ACQUISITION: S&P Withdraws 'D' Corporate Credit Rating
NORTHAMPTON GENERATING: Hearing on Extension Set for Sept. 11
NORTHSTAR AEROSPACE: Obtained DIP Financing Maturity Extension
NOVA CHEMICALS: S&P Raises Corporate Credit Rating to 'BB+'
NUSTAR LOGISTICS: Fitch Lowers Rating on Sr. Unsec. Debt to 'BB+'

OCEANSIDE YACHT: No Unsecured Creditors' Committee Formed
OUTSOURCE HOLDINGS: Forshey Boasts of Precedent 363 Sale of Bank
OXLEY DEVELOPMENT: Meeting of Creditors Set for Sept. 19
PARK LANE: Case Summary & Unsecured Creditor
PATRIOT COAL: Creditors Committee Taps Kramer Levin as Counsel

PATRIOT COAL: Kenneth Hiltz Named as Chief Restructuring Officer
PATRIOT COAL: Shareholders Seek Official Equity Committee
PEMCO WORLD: Ex-Worker Files Class Suit Over Abrupt Layoffs
PENN CAMERA: Assets Sold, Chapter 11 Being Dismissed
PETROBAKKEN ENERGY: S&P Affirms 'B' Corporate Credit Rating

PRATT TOWN: In the Brink of Receivership on Poor Management
PROSPECT STUDIOS: Counsel Can Draw Down on Prepetition Retainer
QCA HEALTH: A.M. Best Affirms 'B' Finc'l. Strength Rating
QUICKSILVER RESOURCES: S&P Affirms 'B-' Corporate Credit Rating
RESIDENTIAL CAPITAL: Homeowners Want Official Committee

RESORTS DEVELOPMENT: May Abandon Chapter 11 Amid Dwindling Revenue
RG STEEL: Wins Judge OK for $7 Mil. Asset Sale
RG STEEL: Judge Drops SNA Carbon From Air Pollution Suit
RIC NEWMAN: Files for Chapter 11 Bankruptcy in Florida
RIVIERA HOLDINGS: S&P Affirms 'CCC+' Corporate Credit Rating

SAN ANTONIO INDEMNITY: A.M. Best Cuts Finc'l Strength Rating to D
SCOTTSDALE CANAL: Crystal Lake Wants Case Sent to Another Judge
SELECT ONION: Balks at Trustee's Plan to Auction Its Assets
SEMCRUDE LP: Barclays Wants $143MM Bank Transfer Fee Suit Tossed
SENESCO TECHNOLOGIES: Gets Notice of Non-Compliance From NYSE MKT

SHERIDAN GROUP: S&P Reinstates 'CCC+' Rating on $150MM Sr. Notes
SOLYNDRA LLC: Losses Could Mean Profits for Private Equity Firms
SOVRAN LLC: Court OKs Bullivant Houser to Withdraw as Counsel
SP NEWSPRINT: Gets Approval to Amend DIP Agreement
STOCKTON, CA: Mammoth Mediator to Mediate Talks With Creditors

SUPERMEDIA INC: S&P Retains 'CCC+' Issuer Credit Rating
SYMS CORP: US Trustee Objects Ch. 11 Plan Over CEO Protections
TERRESTAR NETWORKS: Judge Approves Elektrobit Deal, DS
TEXAS STATE AFFORDABLE: S&P Cuts Ratings on 2011A Bonds to 'BB'
TPC GROUP: S&P Puts 'B+' CCR on Watch Neg on $850MM Acquisition

TRIBUNE CO: Aurelius Argues for Quick Appeal on Plan
TRIDENT MICROSYSTEMS: Seeks OK on Sale Contracts Assumption
UNIVERSAL HEALTH: Fitch Upgrades Issuer Default Rating to 'BB'
VENTURE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
WHITTON CORP: Allan Rosenthal OK'd to Perform Accounting Services

ZEEK REWARDS: Investors Can Get Money Back, Receiver Says

* Moody's Says US Coal Producers Face Tough 2013
* S&P Says CCC Speculative-Grade Spread Widens by 1bp to 1,065bps

* Refiling Defective Plan Justifies $13,000 Sanctions
* Condo Liens Are Statutory Liens in Pennsylvania

* Upcoming Meetings, Conferences and Seminars

                            *********

1701 COMMERCE: To Attend Mediation; Posts $1MM to Keep Stay
-----------------------------------------------------------
1701 Commerce LLC, which owns and operates the Sheraton Fort Worth
Hotel and Spa, avoided foreclosure after posting a $1 million bond
with the Bankruptcy Court in Dallas, Texas.

John P. Lewis, Jr., Esq., the Debtor's lawyer, confirmed to the
Troubled Company Reporter in an e-mail Tuesday that the $1 million
has been deposited into Court Registry.

Mr. Lewis also said the Debtor did not go forward with approval of
its disclosure statement on Aug 24.  He said the Debtor, Dougherty
Funding LLC, and Vestin Originations Inc., an affiliate of the
Debtor, will attend mediation.

As reported by the Troubled Company Reporter on Aug. 28, 2012,
Bankruptcy Judge Dennis Michael Lynn on Thursday denied a request
by Dougherty to dismiss the Chapter 11 case.  Judge Lynn also
ruled on Dougherty's request for relief from the automatic stay.
Judge Lynn said the stay would terminate at 10:00 a.m. local time
on Aug. 24, 2012, unless, prior to such time, the Debtor deposits
in the court's registry $1 million, in the form of cash (or a cash
equivalent satisfactory to the court), in which event the stay
will continue.

In his Aug. 23 ruling, Judge Lynn said if the Debtor posts the
deposit, the Debtor will have until Nov. 24, 2012 to obtain a
Court order confirming a plan of reorganization, provided,
however, the Debtor must pay to Dougherty by Sept. 5, Oct. 5, and
Nov. 5 the additional sum of $241,000.  If the Debtor has not
obtained a confirmation order by Nov. 24, the automatic stay and
the exclusive right of the Debtor to propose and solicit
acceptances of a plan will terminate.

Thursday's ruling further provides that, if the Debtor (or one of
its affiliates) posts the cash bond and timely confirms a plan,
the Deposit will be disposed of as provided in the plan.

If the Debtor (or one of its affiliates) posts the cash bond but
does not timely obtain a confirmation order, the cash bond will be
disposed of as follows: first in payment to Dougherty of any
deficiency in its collateral to satisfy its claims, such
deficiency to be determined by the Court; second in payment of all
administrative expenses allowable under 11 U.S.C. Sections
507(a)(2) and 503(b); and third to Vestin Originations, Inc.

The Court conducted a hearing with respect to Dougherty's Motions
over a period of four days, and heard testimony from Craig Burr,
senior vice president of 1701 Commerce; and John Lewis Greisen,
senior vice president of Dougherty.  The Court also received into
evidence exhibits.

In 2007, Dougherty agreed to make a $39.6 million senior loan to
non-party Presidio Hotel Forth Worth, L.P. to purchase and
rehabilitate the Sheraton Fort Worth Hotel and Spa.  The Senior
Loan was secured by a first mortgage on the Property.  The balance
now due on the Senior Loan is roughly $44.5 million.

After entering into the Senior Loan, Presidio needed further funds
to complete refurbishing of the Property and so entered into an
additional loan with Vestin, the Debtor's affiliate, for roughly
$10 million in subordinated financing.  Vestin took a second lien
on the Property to secure the Junior Loan and assigned the Junior
Loan and related security documents to three of its affiliates, in
early May 2008.

The Property has also received financial support and a commitment
to Presidio for future financial support in the form of a 20-year
tax agreement with the City of Fort Worth.  Since 2011, the
Property has been operated by Richfield Hospitality, Inc., a
professional hotel management company.  Richfield operates the
Property pursuant to a contract between it and Borrower.

When Presidio obtained the Junior Loan in May 2008, Dougherty and
Vestin entered into a Subordination and Intercreditor Agreement,
which established the rights of the respective secured creditors
in the Property, including the circumstances under which each
might foreclose.

During 2011, Presidio reported to Dougherty and the Vestin
Affiliates that it would have difficulty meeting its debt
obligations.  The Debtor, a wholly owned subsidiary of Vestin, was
created as a special purpose vehicle to take the place of the
Vestin Affiliates respecting the Property, thus limiting the
potential exposure of other assets of the Vestin Affiliates in the
future.  On Nov. 30, 2011, the Vestin Affiliates purported to
assign their interests pertaining to the Junior Loan to the
Debtor, pursuant to an assignment of deed of trust.  Dougherty
asserts that this assignment violates the Intercreditor Agreement.

In December 2011, Presidio defaulted on both the Senior Loan and
Junior Loan.  On Dec. 19, 2011, Dougherty sent Presidio a letter
notifying it of defaults.  On Jan. 4, 2012, the Debtor, as
successor in interest to the Vestin Affiliates, also sent Presidio
a letter notifying it of defaults.  On Jan. 17, 2012, the Debtor
posted the Property for a Feb. 7, 2012 foreclosure sale.

The foreclosure sale never occurred.  On Feb. 3, 2012, Dougherty
and Presidio filed suit in the 141st Judicial District Court of
Tarrant County, Texas, in which they unsuccessfully sought to
restrain the Debtor from foreclosing on the Property.  On Feb. 7,
2012, the day scheduled for the foreclosure, Presidio transferred
title to the Property to the Debtor via a deed-in-lieu of
foreclosure.  In exchange for executing the Deed-In-Lieu
Agreement, Presidio, and, in their capacity as guarantors of the
Junior Loan, Presidio's principals, received a complete release
from the Debtor of all claims and obligations arising from the
Junior Loan, conditioned only on the Deed-In-Lieu Agreement not
being subsequently overturned by judicial decision.

Dougherty then posted the Property for a March foreclosure.
Dougherty allegedly did so before Feb. 10, 2012, the day it
learned about Presidio's transfer of the Property to the Debtor.

The parties raised a dispute over the terms of Intercreditor
Agreement in state court when the Debtor obtained a temporary
restraining order prohibiting Dougherty from foreclosing on the
Property.  Vestin and the Debtor assert that the Intercreditor
Agreement prohibited Dougherty from interfering with the Debtor's
acquisition of the Property by the Deed-in-Lieu Agreement.
Dougherty asserts that the Intercreditor Agreement prohibited
Debtor from acquiring the Property through the Deed-in-Lieu
Agreement.

On March 26, 2012, the evening immediately prior to the
evidentiary hearing respecting dissolution or continuation of the
restraints provided by the TRO, the Debtor filed for chapter 11
bankruptcy, frustrating Dougherty's plan to proceed in state court
and Dougherty's planned foreclosure of the Property.

Following the Debtor's chapter 11 filing, the Debtor filed a plan
of reorganization and accompanying disclosure statement.  The
Debtor was not a party to the agreements between Presidio and,
inter alia, the City, Presidio's franchisor (Sheraton), and
Richfield, but the Debtor has taken steps to assume Presidio's
position vis-a-vis those entities.

Terms of the plan were reported in the July 23 edition of the
Troubled Company Reporter.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also operates a Shula's steakhouse at
the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


3210 RIVERDALE: Reorganization Plan Hearing Adjourned to Oct. 2
---------------------------------------------------------------
Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York adjourned until Oct. 2, at 10 a.m., the
combined hearing on the joint Plan of Reorganization and
Disclosure Statement of 3210 Riverdale Associates LLC.

The hearing was previously scheduled for Aug. 7.  The hearing on
senior lender 3210 Riverdale Avenue Partners LLC's pending motion
to dismiss the chapter 11 case of the Debtor, or in alternative,
vacate the automatic stay, was also deferred.

As reported on the Troubled Company Reporter on July 30, 2012,
the Plan, which is co-proposed by the Debtor and senior lender
3210 Riverdale Avenue Partners, provides that the senior
lender, owed $22.7 million would have a 78% recovery.  In
satisfaction of the claim, the Debtor has agreed to convey its
property to the lender or its buyer designee.  The lender would
waive its right to distribution on account of its unsecured
deficiency claim but retained the right to vote on account of the
claim.

Holders of unsecured claims totaling $230,000 to $1,000,000 would
have a recovery of 5% to 21.74%.  Each would receive its pro rata
share of cash from a "plan funding account."

Equity holders would receive no distribution under the Plan.

In April, the senior lender filed a motion to dismiss the case or
for relief from the automatic stay to proceed with foreclosure.
The parties later reached a settlement.  They agreed that the
Debtor would transfer its real estate property to the lender, that
the senior lender would provide "distributions to holders of
unsecured creditors."

Although equity holders won't receive anything, Michael F.
Waldman, who is the indirect holder of the equity interests, will
be employed by the buyer designee under a consulting agreement.

According to the Disclosure Statement, there is a cap of $75,000
on the overall contribution required by the senior lender, which
cap may be waived in the lender's sole discretion.  The Debtor
belies that the distributions required to be made under the Plan
do not exceed that limit.

The Liquidation Analysis says that other than the secured claim of
the senior lender, no other creditors would likely receive a
distribution if the Debtor's assets were liquidated in a
hypothetical chapter 7 case.

A copy of the Disclosure Statement, dated July 2, 2012, is
available for free at:

    http://bankrupt.com/misc/3210_Riverdale_DS_070212.pdf

                      About 3210 Riverdale

Bronx, New York-based 3210 Riverdale Development LLC filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-11109) on
March 20, 2012.  Judge James M. Peck is assigned to the Debtor's
bankruptcy case.

3210 Riverdale owns certain real property and improvements located
at 3210 Riverdale Ave., 3217 Irwin Ave., and 3219 Irwin Ave., in
Bronx.  The Chapter 11 filing stays an auction scheduled by the
secured lender.  At the behest of HSBC Capital (USA) Inc.,
administrative lender, New York auctioneer Sheldon Good & Company
was set to conduct a public auction March 21 of 100% of the
limited liability company interests in 3210 Riverdale, pledged by
the Debtor to the lenders.

Riemer & Braunstein LLP, in New York, represented HSBC Capital in
the proposed sale.

Mark J. Friedman P.C., withdrew as counsel to the Debtor due to
breakdown in communication.

The Debtor is currently represented by Jonathan S. Pasternak,
Esq., at Rattet Pasternak, LLP.

The parties behind 3210 Riverdale Avenue Partners LLC are Michael
Davis, at Plymouth Group, and Laurence Rappaport at KABR Group.
The senior lenders are represented by Andrew C. Gold, Esq., at
Herrick, Feinstein LLP.


ALLEN FAMILY: Liquidating Plan Coming Soon
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allen Family Foods Inc., which sold its chicken
production business almost a year ago, is on the cusp of filing a
liquidating Chapter 11 plan.

According to the report, in papers filed last week with the U.S.
Bankruptcy Court in Delaware, Allen is requesting a fourth
extension of the exclusive right to propose a plan.  If approved
by the bankruptcy judge at a Sept. 26 hearing, the new plan-filing
deadline will be Nov. 29.

Last year Korean poultry producer Harim Co. Ltd. bought the
business in a sale that produced $45.2 million.  Recently, the
company settled a major claim of the Pension Benefit Guaranty
Corp.

The report relates that Allen said the liquidating plan will be a
joint project of the company and the official creditors'
committee.  The plan should be filed within 30 days, the company
said in a court filing.  The plan will be based in part on a
settlement where the secured lender gave up $5 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 await the result of the lawsuit by the creditors
against MidAtlantic.  The settlement carved out $5 million for
unsecure creditors, with the remainder going to the bank.

The Bloomberg report disclosed that 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.

                     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.


ASCENA RETAIL: S&P Gives 'BB+' Rating on $300MM Secured Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that after receiving final
documents, it assigned a 'BB+' rating, with a recovery rating of
'1', to Suffern, N.Y.-based apparel retailer Ascena Retail Group
Inc.'s $300 million senior secured term loan due 2018. "Our '1'
recovery rating indicates our expectation of very high (70%-90%)
recovery in the event of a payment default. The rating action
follows the company's completion of its proposed term loan
offering to fund its acquisition of Charming Shoppe Inc.," S&P
said.

The 'BB-' corporate credit rating on the company remains
unchanged.

RATINGS LIST

Ascena Retail Group Inc.
Corporate Credit Rating              BB-/Stable/--

New Ratings

Ascena Retail Group Inc.
Senior Secured
  $300 mil term loan due 2018         BB+
   Recovery Rating                    1


ATP OIL: Files Applications to Hire Counsel, Advisors
-----------------------------------------------------
BankruptcyData.com reports that ATP Oil & Gas filed with the U.S.
Bankruptcy Court filed applications to employ:

   -- Kurtzman Carson Consultants (Contact: Albert Kass) as
      notice, claims, and balloting agent;

   -- Mayer Brown (Contact: Charles S. Kelley) as general
      bankruptcy counsel for these hourly rates: partner at
      $575 to $975, of counsel at $575 to $875, associate at
      $360 to $695 and paralegal at $170 to $335;

   -- Munsch Hardt Kopf & Harr (Contact: Randall A. Rios) as
      conflicts counsel for these hourly rates: shareholder at
      $290 to $650, counsel at $275, and associate at $225 to
      $390 and legal assistant/law clerk at $60 to $245; and

   -- Opportune (Contact: John Echols) as financial advisor for
      these hourly rates: partners at 490, managing director at
      $420, director at $385, manager at $340, and staff at $150
      to $240.

                            About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor and
Jefferies & Company is the investment banker.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

The company disclosed $3,638,399,000 in assets and $3,485,838,000
in liabilities as of March 31, 2012.  Debt includes $365 million
on a first-lien loan, $1.5 billion on second-lien notes with Bank
of New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

The Bloomberg report disclosed that ATP reported a net loss of
$145.1 million in the first quarter on revenue of $146.6 million.
Income from operations in the quarter was $11.8 million.  For
2011, the net loss was $210.5 million on revenue of $687.2
million.


ATP OIL: Says UK Unit Not Part of Chapter 11
--------------------------------------------
BankruptcyData.com reports that ATP Oil & Gas issued a news
release stating that ATP Oil & Gas (UK) Limited is not a part of
the Chapter 11 reorganization and refinancing filing, and the UK
Company will continue to operate and manage its UK operations.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor and
Jefferies & Company is the investment banker.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

The company disclosed $3,638,399,000 in assets and $3,485,838,000
in liabilities as of March 31, 2012.  Debt includes $365 million
on a first-lien loan, $1.5 billion on second-lien notes with Bank
of New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

The Bloomberg report disclosed that ATP reported a net loss of
$145.1 million in the first quarter on revenue of $146.6 million.
Income from operations in the quarter was $11.8 million.  For
2011, the net loss was $210.5 million on revenue of $687.2
million.


BAKERS FOOTWEAR: Negotiating Forbearance With Lender
----------------------------------------------------
On June 13, 2012, Bakers Footwear Group, Inc., as borrower, and
Crystal Financial LLC, as lender, administrative agent and
collateral agent, entered into a Credit Agreement relating to a
$30 million secured revolving credit facility.  As of Aug. 25,
2012, the balance on the facility was approximately $13.1 million.

As a result of lower than planned sales and lower than planned
inventory receipts, beginning in July 2012, the Company has not
complied with the maximum borrowing limits, or its obligation to
repay excess amounts, as provided in the Credit Agreement.
Moreover, the Company has failed to comply with a covenant in the
Credit Agreement relating to late payments and other obligations
in respect of certain leases.  These events constitute events of
default under the Credit Agreement.  However, Lender has
previously continued to make advances in excess of the contractual
limit, which currently amount to approximately $900,000.  In
addition, Crystal has not accelerated the debt under the revolving
credit facility, although it has a contractual right to take that
action at any time.

The Company is currently in negotiations with Crystal on a
forbearance arrangement that will give the Company time to
implement its restructuring plans, subject to compliance with a
revised borrowing base, tighter financial covenants, satisfactory
monitoring of projections and other conditions.  The Company
expects any such forbearance agreement will also result in
increased interest costs and additional fees and expenses.  If the
Company further fails to meet the Lender's conditions, or
otherwise satisfy the Lender, the Company believes that the Lender
may accelerate the debt and take collection action against the
Company.  If that acceleration occurred, the Company currently has
insufficient cash to pay the amounts owed and would be forced to
seek emergency alternative financing in order to continue to
operate.

Even if the Company continues to receive funding from its Lender,
it will continue to face a heightened risk of action in respect of
prior defaults under the facility, or future defaults, until the
Company is able to successfully negotiate an amendment and waiver
agreement with the Lender.  The Company said it can give no
assurance as to its ability to successfully enter into, or comply
with, a forbearance agreement with its Lender or any further
waiver or amendment in respect of the Credit Agreement.

                        About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $10.95 million for the
year ended Jan. 28, 2012, a net loss of $9.29 million for the year
ended Jan. 29, 2011, and a net loss of $9.08 million for the year
ended Jan. 30, 2010.

After auditing the Company's financial results for fiscal 2012,
Ernst & Young LLP, in St. Louis, Missouri, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.

The Company reported a net loss of $10.95 million on
$185.09 million of net sales for the 52 weeks ended Jan. 28, 2012,
compared with a net loss of $9.29 million on $185.62 million of
net sales for the 52 weeks ended Jan. 29, 2011.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

                         Bankruptcy Warning

The Company said in the Form 10-K for the year ended Jan. 28,
2012, that if it does not achieve its updated business plan and
its margin improvement and cost reduction plan, or if the Company
were to incur significant unplanned cash outlays, it would become
necessary for the Company to quickly seek additional sources of
liquidity, or to find additional cost cutting measures.  Any
future financing would be subject to the Company's financial
results, market conditions and the consent of the Company's
lenders.  The Company may not be able to obtain additional
financing or it may only be able to obtain such financing on terms
that are substantially dilutive to the Company's current
shareholders and that may further restrict the Company's business
activities.  If the Company cannot obtain needed financing, its
operations may be materially negatively impacted and the Company
may be forced into bankruptcy or to cease operations.


BICENT HOLDINGS: Court OKs Scotia Capital as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Bicent Holdings, LLC, et al., to employ Scotia Capital (USA) Inc.,
as financial advisor.

Scotia Capital will, among other things:

   -- review information related to the Debtors' business
      operations, financial performance and prospects of the
      subject assets;

   -- assist in the Development of a marketing strategy to effect
      the transaction, as requested; and

   -- advise the Debtors in negotiating and structuring the sale
      with potential bidders, leading to the execution of
      definitive agreements and closing.

Scotia Capital's fee structure provides for, among other things:

   1. success fee -- in the event the transaction is consummated
      outside the bundle sale, Scotia will receive a success fee
      which is a percentage fee based on the value derived from
      the underlying transaction; and

   2. the Debtor will not be obligates to pay Scotia Capital any
      success fee relating to any sale of the CalPeak Assets
      pursuant to the CalPeak Engagement Letter.

As of the Petition Date, the Debtors do not owe Scotia Capital any
fees for services performed or expenses incurred under the Scotia
Capital Engagement Letter.

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

                      About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9%-owned by
Beowulf (Bicent) LLC.

Bicent Power LLC disclosed $7.022 million in assets and
$308 million in liabilities in its schedules.  The schedule was
filed before the June 22 deadline.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.


BICENT HOLDINGS: Plan of Reorganization Declared Effective
----------------------------------------------------------
Bicent Holdings, LLC, et al., notified the U.S. Bankruptcy Court
for the District of Delaware of an Aug. 21, 2012, effective date
of their Second Amended Joint Plan of Reorganization dated July
30, 2012, as modified.

The bankruptcy judge signed a confirmation order on July 31
approving the plan that transfers ownership of the two power
plants in California to secured lenders.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Plan was supported by holders of more than two-
thirds of the first- and second-lien debt.  According to the
disclosure statement approved by the bankruptcy court, first-lien
lenders owed $178.9 million are to receive 95% of the new stock,
for a recovery estimated between 38.3% and 60.4%. Barclays Bank
Plc is agent for the lenders.  Second-lien lenders, with U.S. Bank
NA as agent for $128.5 million in debt, are to have warrants for
12.5% of the new stock plus $1.5 million cash, for an estimated
recovery of 4.4%.  Holders of mezzanine debt owed $65.2 million
are to receive nothing. Likewise, general unsecured creditors with
$25.4 million in claims are to have no recovery.

                      About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9%-owned by
Beowulf (Bicent) LLC.

Bicent Power LLC disclosed $7.022 million in assets and
$308 million in liabilities in its schedules.  The schedule was
filed before the June 22 deadline.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.


BRAFFITS CREEK: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Braffits Creek Estates, LLC
        c/o David J. Winterton, Esq.
        DAVID J. WINTERTON & ASSOC., LTD.
        1140 N. Town Center Drive, Suite 120
        Las Vegas, NV 89144

Bankruptcy Case No.: 12-19780

Chapter 11 Petition Date: August 23, 2012

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

Judge: Bruce A. Markell

About the Debtor: Braffits, a single asset real estate, owns raw
                  land located 3200 Subdivision, in Iron County,
                  Utah.

Debtor's Counsel: David J. Winterton, Esq.
                  DAVID J. WINTERTON & ASSOC., LTD.
                  1140 Town Center Drive, Suite 120
                  Las Vegas, NV 89144
                  Tel: (702) 363-0317
                  Fax: 702-363-1630
                  E-mail: david@davidwinterton.com

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

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

The petition was signed by James Fales, manager.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Iron County Treasurer              --                   $1,500,000
P.O. Box 369
Parowan, UT 84761


CAESARS LINQ: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based Caesars Linq LLC and Caesars Octavius LLC to
negative from stable. "We affirmed all other ratings on the
entities, including our 'B-' corporate credit rating," S&P said.

"The outlook revision follows the recent revision of our rating
outlook on Caesars Entertainment Corp. (CEC) and its wholly owned
subsidiary, Caesars Entertainment Operating Co. Inc. (CEOC), to
negative from stable," said Standard & Poor's credit analyst
Melissa Long.

"Our corporate credit rating on Las Vegas-based Caesars Linq LLC
and Caesars Octavius LLC (the subsidiary borrowers) reflects our
assessment of the company's financial risk profile as 'highly
leveraged' and our assessment of the company's business risk
profile as 'vulnerable,' according to our rating criteria," S&P
said.

"Our assessment of the subsidiary borrowers' financial risk
profile as highly leveraged reflects the aggressive financial
policy and weak credit profile of the parent, Caesars
Entertainment Corp. (CEC). Although the subsidiary borrowers are
structured as unrestricted subsidiaries of CEC, we believe their
credit quality is linked to that of CEC. We are concerned that a
bankruptcy at CEC could cause a bankruptcy at the subsidiary
borrowers, if management decides it is in its best interest to
include the subsidiary borrowers in a broader bankruptcy
proceeding," S&P said.

"Beyond the structural linkage related to CEC's controlling
position, the subsidiary borrowers also rely on approximately $50
million of fixed lease payments from the direct parent Caesars
Entertainment Operating Co. Inc. (CEOC). These lease payments
began to ramp up following the opening of the Octavius Tower
earlier this year and will be the majority of cash flows available
to service debt each year under our performance expectations.
While these lease payments offer steady cash flow streams
sufficient to meet debt service needs, given CEC's weak credit
profile (including operating lease-adjusted debt to EBITDA of
around 12x and EBITDA coverage of interest of just 0.9x as of June
30, 2012), we believe this level of fixed-lease payment could
challenge CEOC's ability to meet its own debt obligations in the
event performance trends deteriorate," S&P said.

"Our recent revision of CEC's outlook to negative reflected
weaker-than-expected performance in the second quarter,
particularly in Las Vegas, and a revision of our 2012
expectations. We now expect relatively flat EBITDA in 2012 (pro
forma for the divestiture of Harrah's St. Louis, expected
to close later this year). Our 2012 performance assumptions
incorporate flat to modestly down property EBITDA for Caesars' Las
Vegas region and 10% to 15% declines at its Atlantic City
properties. That said, we expect a return to at least modest
growth in Las Vegas in 2013 and expect weakness in the Atlantic
City region to moderate somewhat. Our expectations for at least
modest growth in CEC's consolidated EBITDA in 2013, combined with
$985 million of cash on the balance sheet and no outstanding
borrowings under a $1.1 billion revolving credit facility at June
30, 2012 (although availability is subject to compliance with a
senior secured leverage ratio covenant and offset by outstanding
letters of credit), should provide sufficient liquidity to meet
debt service obligations and capital spending needs, while
facilitating covenant compliance through the end of 2013," S&P
said.


CAPITOL BANCORP: Wilmington Trust Calls Plan 'Highly Suspect'
-------------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that
Wilmington Trust Co. is taking aim at Capitol Bancorp Ltd.'s
bankruptcy case, calling for the appointment of a creditor group
to delve deeper into the bank-holding company's proposed route to
reorganization.

                           Prepack Plan

As reported in the Aug. 10, 2012 edition of the TCR, Capitol
Bancorp before filing for bankruptcy solicited votes from all debt
and equity holders for a prepackaged Chapter 11 plan of
reorganization.  Votes on the prepack was solicited simultaneously
with an out-of-court exchange offer, which failed to obtain the
requisite support.

The Prepack Plan contemplates the conversion of all current trust
preferred security holders, unsecured senior note holders, current
preferred equity shareholders and current common equity
shareholders into new classes of common stock which will retain
53% of the voting control and value of the restructured company.

Capitol said it has been actively seeking to identify external
capital sources sufficient to restore all affiliate institutions
to "well-capitalized" status in exchange for 47% of the
restructured company.  The Plan contemplates an equity infusion of
at least $70 million and up to $115 million, pursuant to a
separate equity commitment agreement to be entered into with
third-party investors.

Capitol said holders of senior notes, trust preferred securities,
Series A preferred and common stock overwhelmingly voted to accept
the Prepack Plan.

According to the Disclosure Statement, under the Plan, general
unsecured creditors are unimpaired under the Plan.  They are
deemed to have accepted the Plan.

With respect to other claimants and interest-holders, the
estimated recoveries under the Prepackaged Plan are:

  Creditor/               Equity
  Interest Holder         Instrument      Value    Recovery
  ---------------         ----------      -----    --------
  Senior Notes            Class A Common    $7MM     $100%
  ($7 million)            Class B Common

  Trust Pref. Securities  HoldCaps         $50MM       33%
  ($151.3 million)        Redeemable

  Series A Pref. Stock    Class A Common    $1MM       20%
  ($5 million)            Class B Common

  Common Stock            Class A Common   $15MM       N/A
                          Class B Common

   * Holders of the approximately $7 million outstanding in Senior
     Notes would receive $7 million in Standby Plan value
     consisting of 1/3 in the form of New Capitol Bancorp Class B
     Common and 2/3 in the form of New Capitol Bancorp Class A
     Common, representing an estimated recovery of 100%.

   * Holders of the $151.3 million outstanding in Trust Preferred
     Securities would receive $50 million in Standby Plan value
     consisting of New Capitol Bancorp Class C Redeemable Common
     Stock, representing an estimated recovery of approximately
     33% (based on principal balance and on average, accrued
     interest may vary for each holder).

   * Holders of the $5 million outstanding with respect to the
     Company's Series A Preferred Stock would receive $1,000,000
     in Standby Plan value consisting of 2/3 in the form of New
     Capitol Bancorp Class A Common and 1/3 in the form of
     New Capitol Bancorp Class B Common, representing an
     estimated recovery of 20%.

   * Holders of the Company's Common Stock would receive $15
     million in Standby Plan value consisting of shares, 1/3 in
     the form of New Capitol Bancorp Class B Common and 2/3 in
     the form of New Capitol Bancorp Class A Common

A copy of the disclosure statement explaining the terms of the
Plan are:

    http://bankrupt.com/misc/Capitol_DS_Amendment1.pdf
    http://bankrupt.com/misc/Capitol_Plan_Disclosure.pdf

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.  Capitol Bancorp --
http://www.capitolbancorp.com/-- is a community banking company
with a network of individual banks and bank operations in 10
states and total consolidated assets of roughly $2.0 billion as of
June 30, 2012.  Financial Commerce, formerly known as Michigan
Commerce Bancorp Limited, is a Michigan corporation.  CBC owns
roughly 97% of FCC, with a number of CBC affiliates owning the
remainder.  FCC, in turn, is the holding company for five of the
banks in CBC's network.  CBC is registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended, 12
U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the
symbol "CBCR."

CBC's banks are community banks, relatively small in market size,
emphasizing personalized banking relationships. The banks are
located in Arizona, Georgia, Indiana, Michigan, Missouri, Nevada,
New Mexico, North Carolina, Ohio and Oregon.  CBC's consolidated
financial position was significantly adversely affected by large
operating losses in 2011, 2010 and 2009.  Those operating losses
resulted in an equity deficit and a regulatory-capital
classification as "undercapitalized" or "significantly
undercapitalized" as of Dec. 31, 2011.

Bankruptcy Judge Walter Shapero presides over the case.  Lawyers
at Honigman Miller Schwartz and Cohn LLP represent the Debtors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.


CATALYST PAPER: Prepares for Exit From Creditor Protection
----------------------------------------------------------
Catalyst Paper identified the individuals selected by senior
secured and unsecured noteholders in accordance with the terms of
the Court-sanctioned second amended Plan of Arrangement to form
the new Board of Directors on the company's emergence from
creditor protection:

    * John Brecker -- Mr. Brecker brings director and management
experience in a family of hedge funds as well as operations
expertise in the chemical, retail and auto industries.  He holds a
law degree from St. John's University and a political science
degree from American University.

    * Giorgio Caputo -- Mr. Caputo is a Portfolio Manager and
Senior Analyst with First Eagle's Global Value Team.  He has
worked in the financial services and investment management
industries since 1996, most recently with Credit Suisse and JANA
Partners.  He is a graduate of Princeton University and Columbia
Business School.

    * John Charles -- Mr. Charles is a CA with more than 30 years
of leadership experience in telecommunications, investment
banking, mining and real estate.  A Queen's University graduate,
he is currently on the board of directors of Aeroman and AVEOS
Holdings, Prism Medical Ltd., LeBlanc & Royle Enterprises and
Jones Brown and a former director of AVEOS Fleet Performance Inc.

    * Kevin J. Clarke -- Mr. Clarke is currently President and CEO
and a director of Catalyst Paper and will continue on the new
Board.

    * Todd Dillabough -- Mr. Dillabough is President, CEO and COO
of Trident Resources Corp, an independent natural gas E&P company
that was restructured in 2010.  He holds a BSc in Geology from the
University of Calgary, is a former governor of CAPP and a former
director of AVEOS Fleet Performance Inc.

    * Walter Jones -- Mr. Jones brings 25 years of hands-on
experience as a turnaround consultant with companies in a range of
industries.  He holds a bachelor of science in industrial
engineering from Pennsylvania State University and has served in a
variety of operating, restructuring and executive roles.

    * Leslie Lederer -- Mr. Lederer is a former industry executive
with Smurfit-Stone Container Corporation and a specialist in
corporate restructuring, financing, mergers and acquisitions.  He
served in key roles with SSAB Svenskt Stal AB and IPSCO Inc. and
is a member of the Illinois Bar.

In preparing to turn governance of Catalyst to the new Board of
Directors, current Chairman Jeffrey Marshall noted that many
parties played a vital role in ensuring the second amended Plan of
Arrangement was approved by creditors and sanctioned by Order of
the Supreme Court of British Columbia on June 28, 2012.

"Typically, CCAA proceedings with companies as large as Catalyst
take years, not months, to be completed and this one reached the
sanction stage in six months with the company now set to emerge in
the very near term," Mr. Marshall said.  "To achieve this result
in such a timely fashion would not have been possible without the
dedication and unwavering support of employees, unions, management
team, customers, suppliers, retirees and pensioners, as well as
the communities where Catalyst operations are located," he added.

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.


CFG HOLDINGS: S&P Affrims 'B-' Issuer Credit Rating; Outlook Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on CFG
Holdings Ltd. and Subsidiaries (CFGLTD) to positive from stable.
"At the same time, we affirmed our 'B-' long-term issuer credit
rating on the company," S&P said.

                            Rationale

"The outlook revision reflects CFGLTD's improved profitability,
cash flow generation, and asset quality indicators in 2011 and the
first half of 2012, and our expectation that the company would
maintain this trend in the coming months," S&P said.

"CFGLTD's highly concentrated funding structure, unfavorable
maturity profile, and its moderate profitability despite its focus
on consumer lending limit the rating. CFGLTD's satisfactory market
position, adequate asset quality for its profile, and solid
capitalization metrics are positive credit factors," S&P said.

"CFGLTD is a holding company that offers unsecured personal loans
to low- and middle-income customers through its subsidiaries
located in the Caribbean (Aruba, Curacao, Saint Maarten, and
Trinidad and Tobago) and Panama. Though the company faces
competition from consumer-oriented banks and nonbank finance
companies, in our opinion, it's well positioned thanks to its
long-track record of operations in the region and wide branch
network under the 'Island Finance' and 'El Sol' brands. We
consider the company has a satisfactory market position measured
in terms of its loan portfolio, which represent about 2% of total
consumer loans in Trinidad and Tobago and Panama, more than 11% in
the former Netherland Antilles, and nearly 17% in Aruba," S&P
said.

"We consider CFGLTD's funding structure as its major rating
weakness, since it is highly concentrated and weakens its
financial flexibility. CFGLTD relies on a single funding source, a
revolving credit facility from a commercial bank. The short-term
nature of this facility causes a significant maturity gap in its
balance sheet, since it matures in March 2013, while the company's
loan portfolio has a 45-month average maturity. CFGLTD plans to
substitute most of its current funding with a long-term bond
issuance. In our view, this would result in a higher exposure to
refinancing risk, particularly during times of market volatility,"
S&P said.

"As we had previously expected, a higher net interest margin,
lower loan loss provisions, and the absence of nonrecurring
charges have improved CFGLTD's profitability. The improved
performance has resulted in a return on average assets of 4.6% and
a return on revenues of 18.2% as of March 2012, compared with 3.7%
and 15.0% as of March 2011. Nonetheless, we view these
rofitability metrics as moderate for consumer finance, and compare
unfavorably with its rated peers. As long as the company maintains
its current asset quality, we would expect its profitability to
gradually improve. Under current market conditions, we do not
expect further impairments of goodwill or the divestiture of any
subsidiaries that could weaken CFGLTD's bottom-line results," S&P
said.

"CFGLTD's adjusted capitalization and internal capital generation
improved. In our opinion, the company's capitalization levels are
solid and sufficient to cover unexpected losses and support its
growth. As of March 31, 2012, adjusted capitalization (measured as
adjusted total equity to adjusted assets) was nearly 31.1%, up
from 27.7% for the same quarter in 2011, and total debt to equity
was 1.4x. Due to our expectation of a moderate growth of its loan
portfolio, a positive trend in its internal capital generation,
with no dividend payments, we expect the company's capitalization
ratios to continue improving gradually," S&P said.

"We consider CFGLTD's loan performance to be satisfactory. In our
opinion, the company has good credit risk management practices and
tools for portfolio monitoring and reporting. Though nonperforming
loan ratio has remained relatively stable, net charge-offs
decreased as a result of the divestiture of the Mexican operation
and the centralization of the recovery functions. Contractual
delinquencies (loans more than 60 days past-due) represented 11.6%
of the portfolio at the end of the first quarter of 2012, while
loans more than 90 days past-due 4.6%, with a 104.4% reserve
coverage. Net charge-offs accounted for 3.9% of the portfolio at
the end of 2011 (down from 7.1% in 2010), and 4.1% as of March
2012," S&P said.

                             Outlook

"The positive outlook reflects the improvement in CFGLTD's
financial performance, cash flow generation, and asset quality
since 2011, and our expectation that the company would maintain
this trend in 2013. We anticipate a moderate growth of the
company's loan portfolio in the next two years, no deterioration
of its asset quality, and a gradual strengthening of adjusted
capitalization. We could upgrade the company if it maintains the
current trend in its profitability and asset quality metrics and
cash flow generation in next 12 months. A diversification of its
funding sources could also be positive for the ratings. On the
other hand, an increase in nonperforming loans or a sustained
decrease in profitability or capitalization levels could result in
a downgrade," S&P said.

Ratings List
Ratings Affirmed; CreditWatch/Outlook Action
                                        To                 From
CFG Holdings, Ltd. and Subsidiaries
Issuer Credit Rating              B-/Positive/--     B-/Stable/--


CHESTER DOWNS: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Chester, Pa.-based Chester Downs and Marina LLC to negative from
stable. "We affirmed all other ratings on the company, including
our 'B-' corporate credit rating," S&P said.

"The outlook revision follows the recent revision of our rating
outlook on Caesars Entertainment Corp. (CEC) and its wholly owned
subsidiary, Caesars Entertainment Operating Co. Inc. (CEOC), to
negative from stable," said Standard & Poor's credit analyst
Melissa Long. "Given CEC's 99.5% ownership stake through CEOC, we
view the credit quality of Chester Downs and Marina as linked to
that of CEC."

"Our 'B-' corporate credit rating reflects the 'highly leveraged'
financial risk profile (based on our criteria) and very aggressive
financial policy of Chester Downs' indirect majority owner and
property manager, CEC. Through its subsidiary--CEOC--CEC currently
owns a 99.5% stake in Chester. Given CEC's substantial majority
controlling position, we view Chester's credit quality as
linked to CEC's. We believe a bankruptcy at CEC could result in a
bankruptcy at Chester, despite its relatively moderate financial
burden, because we believe CEC could decide to include Chester in
a broader bankruptcy proceeding. Management could accomplish this
by buying out the minority investors for a relatively
insignificant sum," S&P said.

"As a standalone entity, our assessment of Chester's financial
risk profile as 'aggressive' and our assessment of Chester's
business risk profile as 'weak' (according to our criteria) might
support a higher rating. However, it is unlikely our rating on
Chester would be higher than our rating on CEC given its
controlling ownership stake," S&P said.


CHRISTIAN BROTHERS: Bronx Catholic High Being Sued by Committee
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of the Christian Brothers' Institute were
given permission last week by the U.S. Bankruptcy Court in White
Plains, New York, to sue a Catholic high school in the Bronx, New
York, on theories of fraudulent transfer.  Also last week, the
Christian Brothers began the process of selling five homes in New
Rochelle, New York, to Iona College for $5 million.

The report recounts that the Christian Brothers filed for
bankruptcy protection in April last year to deal with claims
arising from sexual abuse that allegedly occurred 30 to 50 years
ago.  In early May, the official creditors' committee filed papers
in bankruptcy court describing how the All Hallows High School on
East 164th Street in the Bronx was transferred to a separate
corporation 22 years ago.

The report relates the creditors contend that the Christian
Brothers put the high school into a separate corporation to
insulate the school's assets from claims for sexual abuse
committed by members of the order.  The committee says the
transfer can be unwound decades later because it was made with
actual intent to hinder and delay creditors.  Last week, the
bankruptcy judge gave the committee authority to file, prosecute,
and settle a suit.  Proceeds from the suit would be used to pay
expenses of the Chapter 11 case and claims of sexual abuse
victims.

The report notes that last week, the Christian Brothers set up a
Sept. 6 hearing for approval of auction and sale procedures for
the five homes adjacent to the Iona campus.  If the bankruptcy
judge agrees, competing bids would be due Oct. 15, followed by an
Oct. 26 auction and a hearing to approve the sale on Nov. 1.  Iona
was founded by the Christian Brothers.  The Institute and the
college today are independent of one another, according to court
papers.

According to the report, all Hallows has about 660 students, with
a population that's 73% Hispanic and 25% black.  The school, where
78% receive financial assistance, is located in the poorest
congressional district in the U.S., Principal Paul Krebbs
previously told Bloomberg News in an interview.

               About Christian Brothers' Institute

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

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

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

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.  The
Christian Brothers' Institute disclosed assets of $63.4 million
and $8.48 million in liabilities.  CBOI estimated its assets at
$500,000 to $1 million and debts at $1 million to $10 million.

The Debtors tapped Scott S. Markowitz, Esq., at Tarter Krinsky &
Drogin LLP as bankruptcy counsel and Omni Management Group as
claims agent.  The official committee of unsecured creditors
retained Pachulski Stang Ziehl & Jones LLP as counsel and Wall
Enterprises as consultant.


CITIZENS CORP: Case Trustee Has $500,000 Loan From Legends Bank
---------------------------------------------------------------
Brian Reisinger, senior staff reporter at Nashville Business
Journal, reports that Gary Murphey, the trustee overseeing the
Chapter 11 reorganization of Citizens Corp. and sale of FiData,
secured a $500,000 line of credit from Legends Bank of
Clarksville.

According to the report, Legends is among the banks to which
Citizens owes money.  Mr. Murphey, of Resurgence Financial
Services of Atlanta, Ga., said he doubts he'll have to use the
$500,000 debtor in possession financing, but that having it
available was an important safety net.

The report notes Mr. Murphey is working to sell FiData, a
processing company for banks, to FiServ, which provides its
software.  The software provider had leverage in the negotiations
since it could revoke FiData's licenses, but creditors have been
largely supportive despite word that a counteroffer may emerge.
According to the report, objections have been filed by some
creditors concerned about some of FiData's assets, but the
complaints were on peripheral issues largely unrelated to the
central issue of selling FiData.

                      About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  The Debtor
employed Robert J. Mendes, Esq., at MGLAW, PLLC, as its counsel.
Citizens listed assets and liabilities showing property worth
$40.1 million and debt of $17.8 million.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens filed a reorganization plan offering to pay all
creditors in full over time, including Tennessee Commerce Bank and
other secured lenders owed $17.3 million.  Unsecured creditors,
owed a combined $81,000, would be paid off in equal installments
over five years.

On Feb. 27, 2012, the Court granted the request of lender Legends
Bank for appointment of a Chapter 11 trustee.  The Court held that
an independent person must review many of the transactions
involving CEO Ed Lowery, and its wholly owned subsidiary,
Financial Data Technology Corporation.

Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, is the subject of
federal investigation and his ventures have ties throughout the
Middle Tennessee banking community.  He signed the Chapter 11
petition.


COGECO CABLE: DBRS Assigns 'BB(high)' Issuer Rating
---------------------------------------------------
DBRS has assigned an Issuer Rating of BB (high) with a Stable
trend to Cogeco Cable Inc. and has confirmed the rating of BBB
(low) on Cogeco's Senior Secured Notes & Debentures with a
recovery rating of RR1.  This action follows DBRS' assessment of
the Company's proposed acquisition of Atlantic Broadband Group,
LLC (Atlantic Broadband) and removes the Senior Secured Notes &
Debentures rating from Under Review with Negative Implications.

On July 18, 2012, DBRS placed the rating of Cogeco Under Review
with Negative Implications following the Company's announcement
that it had entered into a definitive agreement to acquire
Atlantic Broadband for USD 1.36 billion ($150 million cash on
hand, $550 million from its existing credit facility and the
assumption of $660 million of borrowings under committed non-
recourse debt financing at Atlantic Broadband).

Atlantic Broadband is a privately owned, independent cable system
operator serving approximately 252,000 basic video customers in
Pennsylvania, Florida, Maryland, Delaware and South Carolina.  It
was formed in 2003 and is the 14th largest cable television system
operator in the United States, providing analog and digital video,
as well as high-speed internet and telephony services.  Atlantic
Broadband generated revenue of USD 329 million and EBITDA of
approximately USD 149 million in 2011.  Cogeco believes the
acquisition provides an attractive entry into the U.S. market and
provides the Company with a platform for further growth and
penetration by leveraging its core competencies.

Despite the potential upside from the acquisition, DBRS believes
Cogeco is best positioned in the BB (high) rating category with a
Stable trend, based on the execution risk and increased financial
leverage associated with the acquisition, combined with the
competitive pressures the Company is facing in Canada.

In its review, DBRS focused on (1) Cogeco's potential to execute
and compete effectively in both its new and existing markets and
(2) the Company's financial management intentions going forward,
including the willingness and ability to restore financial
leverage to an appropriate level within a reasonable time frame.

Cogeco believes its acquisition of Atlantic Broadband increases
the Company's growth potential and provides it with an entry point
into the U.S. market.  Management has emphasized that Atlantic
Broadband's digital video, high-speed internet and phone
penetration stand significantly lower than its peer group, which
comprises Comcast Corporation, Cablevision Systems Corporation,
Charter Communications, Suddenlink Communications and Time Warner
Cable Inc.  Management also notes that Cogeco may be able to
increase Atlantic Broadband's average revenue per user (APRU) and
improve revenue growth through bundling, as only 21% of Atlantic
Broadband's customers subscriber to all services offered compared
to 36% for Cogeco.  In addition, DBRS notes that Atlantic
Broadband also experiences lower levels of Internet protocol
television (IPTV) competition in its core regions and maintains
significant exposure to growth in the commercial sector.

On the other hand, DBRS believes that Atlantic Broadband's
competition may intensify over time, and increasing market share
may prove difficult given Atlantic Broadband's smaller-scale
operations.  In terms of synergies, DBRS notes that opportunities
for cost reduction are limited as Atlantic Broadband and Cogeco
operate in different regions.  Although Cogeco believes it can
leverage technology and increase its bargaining power, DBRS does
not perceive these cost reductions to be substantial.

In terms of business risk profile in Canada, Cogeco has been
minimally affected by fiber network operators.  To date, Telus
Corporation and Bell Canada have established roughly 80,000 and
125,000 homes passed, respectively, in Cogeco's markets.  This
represents roughly one tenth of Cogeco's homes passed,
significantly less than overlaps of approximately 50% faced by the
Company's cable competitors.  DBRS believes that modest near-term
competition will offer Cogeco more time to solidify its subscriber
base and invest in competitive product offerings.  However, as
pressure from IPTV competition increases, DBRS expects that growth
in cable may slow and margins could come under pressure.

In terms of financial profile, the acquisition of Atlantic
Broadband will result in a meaningful increase in Cogeco's
leverage, which DBRS believes is not consistent with the previous
rating.  DBRS estimates that Cogeco's pro forma F2012 debt-to-
EBITDA would increase to approximately 3.1 times (x) (based on a
debt balance of $2.3 billion), from 1.6x for the 12 month period
ending May 31, 2012.  Although Cogeco should remain free cash flow
positive, the magnitude of such is expected to be relatively
modest.  DBRS forecasts that Cogeco's free cash flow (after
dividends) will be close to $100 million per year for the first
and second year after the acquisition.  That said, DBRS believes
Cogeco's ability to deleverage by a meaningful degree in a 12 to
24 month time frame is limited.  DBRS also notes that Cogeco
management stated that Atlantic Broadband provides an entry point
into the U.S., suggesting the Company may consider further
acquisitions in the future.

As such, DBRS believes Cogeco is best positioned in the BB (high)
rating category with a Stable trend, particularly in the context
of an intensifying competitive environment in Canada and
increasing shareholder expectations.

Since Cogeco's Issuer Rating now stands at BB (high) and is no
longer considered investment grade, DBRS Criteria: Rating
Leveraged Finance is applicable.  Specifically, the assessment of
recovery prospects on specific debt securities for the purpose of
establishing credit ratings on those respective debt securities.
With regards to Cogeco, DBRS has concluded that it is likely that
holders of the Senior Secured Notes & Debentures would recover
100%, reflected by a recovery rating of RR1.  Although securities
with an RR1 recovery rating are typically assigned a rating three
notches above the issuer rating, the notching is limited to cap
security ratings at BBB (low).  As such, DBRS has assigned a
rating of BBB (low) to Cogeco's Senior Secured Notes & Debentures.


COLDWATER PORTFOLIO: Wants Exclusive Plan Period Moved to Oct. 31
-----------------------------------------------------------------
Coldwater Portfolio Partners LLC asks the Bankruptcy Court for
entry of an order extending the exclusive periods in which only
the Debtor may file a plan of reorganization from Aug. 2, 2012,
through and including Oct. 31, 2012.

The Debtor also requests that the exclusive period to gain
acceptance of any plan be extended from Oct. 1, 2012, through and
including Dec. 31, 2012.

The Debtor submits that cause exists to extend each of the
exclusive periods for 90 days.  The requested extensions, the
Debtor said, are modest and justified under the circumstances.

Forrest B. Lammiman, Esq., at Meltzer Purtill & Stelle LLC, notes
the bankruptcy case is only four months old and was filed without
any opportunity to seek Chapter 11 plan financing prior to filing.
During those four months since the Petition Date, the Debtor has
expended significant time working with its lender on the agreed
use of cash collateral and complying with a Final Cash Collateral
Order.  The Debtor has also been working steadily to maintain its
business, and has done so with success.  The Debtor's current
occupancy rates are modestly higher than existed prior to the
Petition Date.  The Debtor has accomplished this in the face of
great difficulties in that thus far the Debtor has been unable to
utilize funds for tenant improvements.

According to Mr. Lamminan, the Debtor has, and will continue
throughout the following months, to make significant strides
toward resolving this Chapter 11 case with the help of Variant and
otherwise.  The Debtor believes that, under the circumstances,
additional time to formulate a plan of reorganization is
warranted. Prior to the requested extension deadline of Oct. 31,
2012, the Debtor expects that it will have filed with the Court a
confirmable plan of reorganization.

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill
& Stelle LLC, serve as the Debtor's counsel.  CPP estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc., is the parent of Coldwater II.


COLDWATER PORTFOLIO: Has Access to U.S. Bank Cash Collateral
------------------------------------------------------------
Judge Harry C. Dees of the U.S. Bankruptcy Court for the Northern
District of Indiana authorized Coldwater Portfolio Partners LLC to
access the cash collateral of U.S. Bank National Association on a
final basis.

The Debtor may use Cash Collateral to pay the actual, ordinary,
necessary and reasonable Property operating expenses in accordance
with the operating budget in the amounts necessary or appropriate
for the ordinary operation of the Property.

The Debtor will adequately protect the bank's interest by paying
all overhead and operating expenses of the business using the
Lender's Rent consistent with the operating budget.

As additional adequate protection, the Lender will receive
replacement liens in the Debtor's new accounts receivable and new
cash; provided, however, that the replacement liens will apply
only to any category of post-petition collateral in which the
Lender had a valid, perfectly security interest as of the Petition
Date.

The Lender will be allowed a superpriority claim under Section
507(b) of the Bankruptcy Code against the bankruptcy estate to the
extent that the Cash Collateral Order fails to adequately protect
the Lenders' interests in the Cash Collateral and to the extent
that the value of its collateral is diminished as a result of the
operations of the Debtor or the use of Cash Collateral.

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill
& Stelle LLC, serve as the Debtor's counsel.  CPP estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc., is the parent of Coldwater II.


COLDWATER PORTFOLIO: Seeks to Employ Variant as Investment Banker
-----------------------------------------------------------------
Coldwater Portfolio Partners LLC asks the Bankruptcy Court to
approve the employment of Variant Capital Advisors LLC to provide
investment banking services for the Debtor as of July 20, 2012.

As investment banker, Variant will be requested to render, among
others, these services to the Debtor:

     A. Analyze and evaluate the business, operations and
        financial position of the Debtor, including the
        consideration of various strategic alternatives and the
        relative implications of pursuing such alternatives;

     B. Analyze and evaluate the financing requirements of the
        Debtor and work with the Debtor to structure the financing
        request in a manner consistent with the Debtor?s capital
        needs and business plan and assist the Debtor in obtaining
        such financing;

     C. Assist the Debtor in the preparation of an information
        memorandum describing the Debtor, its industry, historical
        and projected financial performance and the proposed
        Financing for presentation and distribution to potential
        investors;

     D. Prepare and implement a marketing plan with respect to the
        proposed Financing, including a list of prospective
        investors to be contacted by Variant;

     E. Screen interested prospective investors, together with the
        Debtor;

     F. Coordinate, together with the Debtor, materials and
        information to be made available to prospective investors
        and assist in due diligence investigations;

     G. Assist the Debtor in evaluating proposals that are
        received from potential investors;

     H. Advise the Debtor with respect to the form and structure
        of any Financing;

     I. Assist the Debtor in negotiating with potential investors
        and participate in negotiations and documentation relating
        to the proposed Financing; and

     J. Testify in depositions and hearings regarding any proposed
        Financings and other matters related to this engagement.

In consideration for Variant's services, the Debtor has agreed to
pay Variant:

     A. An initial, non-refundable fee equal to $15,000, payable
        upon entry by the Court of an Order approving Variant's
        retention;

     B. A monthly, non-refundable fee equal to $15,000, payable on
        the same business day of each month;

     C. In the event of a Financing, a fee equal to the sum of (i)
        1.5% of the committed amount of any senior, first lien
        debt financing, (ii) 1.5% of the committed amount of "one-
        stop" financing, (iii) 3.5% of the committed amount of any
        junior lien or other unsecured indebtedness provided by an
        investor different from the investor providing the senior,
        first lien debt or "one-stop" financing and (iv) 5.0% of
        any equity capital raised, provided, however, Variant will
        not be entitled to any Financing Transaction Fee with
        respect to any equity financing sourced exclusively
        through an intermediary other than Eight Pines or Variant
        Capital.  The Financing Transaction Fee, if earned, will
        be payable upon the closing of the Financing; and

     D. The Debtor will reimburse Variant for its reasonable out-
        of-pocket expenses incurred during its engagement.

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

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill
& Stelle LLC, serve as the Debtor's counsel.  CPP estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc., is the parent of Coldwater II.


COLDWATER PORTFOLIO: Can Retain Meltzer Purtill as Counsel
----------------------------------------------------------
The Bankruptcy Court authorized Coldwater Portfolio Partners LLC
to employ Meltzer, Purtill & Stelle LLC as Chapter 11 counsel.

Meltzer began performing legal services for the Debtor pursuant to
an engagement agreement executed March 8, 2012, with respect to
the potential workout of the Debtor's secured indebtedness and in
anticipation of the filing of a possible Chapter 11 case.

The Debtor provided to Meltzer an initial retainer in the
aggregate amount of $100,000 comprised of two installments, namely
$50,000 received via wire transfer on March 7, 2012 and $50,000
received via wire transfer on April 2, 2012, against which Meltzer
could draw to pay its outstanding fees and expenses at any time.
Pursuant to the retainer program, the Debtor provided to Meltzer a
subsequent retainer in the amount of $90,000 on April 4, 2012,
against which Meltzer could draw to pay its outstanding fees and
expenses at any time.

Pursuant to the Engagement Agreement, Meltzer applied $45,361 from
the Retainers prepetition to pay any unpaid fees, charges, and
disbursements incurred prepetition through April 4, 2012.  The
balance of the Retainers was $144,639.

Meltzer's agreed hourly rates range from $350 to $575 for
partners, $225 to $275 for associates, and $200 to $300 for
paralegals.

Forrest B. Lammiman, Esq., who will lead Meltzer's legal team in
the Debtor's case, has a benchmark hourly rate for 2012 of $635.
He, however, has agreed to discount his hourly rate to $575 for
the case.

Mr. Lammiman attests that the partners, counsel, and associates of
the firm of Meltzer (a) do not have any connection with the
Debtor, its affiliates, its creditors, the U.S. Trustee, any
person employed in the office of the U.S. Trustee, or any other
party in interest, or their respective attorneys or accountants,
(b) are "disinterested persons" as that term is defined in section
101(14) of the Bankruptcy Code; and (c) do not hold or represent
any interest adverse to the estate.

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill
& Stelle LLC, serve as the Debtor's counsel.  CPP estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc., is the parent of Coldwater II.


COMMUNITY TOWERS: Wants to Hire ACM Capital as Financial Advisors
-----------------------------------------------------------------
Community Towers I, LLC, et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ ACM
Capital Partners, LLC as financial advisors.

As financial advisor, ACM Capital will assist the Debtors in (a)
analysis and negotiations regarding their secured debt with their
prepetition lender CIBC, Inc.; (b) development of a restructuring
plan with respect to the secured debt and negotiations with CIBC
related thereto; (c) obtaining new debt financing; and (d) other
matters.

The current blended hourly rate for ACM professionals is $265.

The Debtors will pay ACM a finder's fee equal to the lesser of
3.75% of the aggregate principal amount of any new or restructured
financing, or $600,000 if:

   a) the Debtors or any affiliate thereof consummates a debt
      financing transaction with any person or entity first
      introduced by ACM, and a settlement of the existing debt
      with CIBC under terms and conditions substantially similar
      to proposals negotiated with CIBC; and

   b) the consummation of the transaction occurs within 12 months
      from the execution date of the Engagement Agreement.

John Feece, the Debtor's responsible individual, paid ACM a
$15,000 postpetition retainer on June 21, 2012.

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

A hearing on Aug. 29, 2012, at 2 p.m. has been set.

                     About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  John Walshe
Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.

Judge Stephen L. Johnson has approved the disclosure statement in
support of the joint plan of reorganization filed by the Debtors.
The key features of the Debtors' proposed Plan include: (i)
profitable operation of their property; (ii) satisfaction or
disallowance of claims; and (iii) assumption of executory
contracts and unexpired leases.

Oct. 15, and Oct. 16, set as the hearing dates for Plan
confirmation.


COMMUNITY TOWERS: Murray to Lead in Third Party Talks
-----------------------------------------------------
Community Towers I, LLC, et al., ask the U.S. Bankruptcy Court for
the Northern District of California to amend order authorizing
employment of bankruptcy counsel Murray & Murray, A Professional
Corporation to broaden the authorized scope of employment as
counsel.

The Debtors want Murray & Murray to represent them in negotiations
and proceedings involving bankruptcy cases of third parties,
including counseling the Debtors and pursuing affirmative relief
in the cases to protect and enforce the Debtors' rights.

The Debtor in October 2011 obtained approval to hire Murray as
bankruptcy counsel.

                     About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.

Judge Stephen L. Johnson has approved the disclosure statement in
support of the joint plan of reorganization filed by the Debtors.
The key features of the Debtors' proposed Plan include: (i)
profitable operation of their property; (ii) satisfaction or
disallowance of claims; and (iii) assumption of executory
contracts and unexpired leases.

Oct. 15, and Oct. 16, set as the hearing dates for Plan
confirmation.


COMPUTER WORLD: Assignee Can Pay Lawyers Without Court Approval
---------------------------------------------------------------
A bankruptcy judge in Chicago declined to require a pre-bankruptcy
assignee of a debtor or the assignee's attorney to petition the
bankruptcy court for approval of the law firm's requests for
compensation.  The Bankruptcy Court said Illinois law recognizes
assignments for the benefit of creditors as out-of-court
procedures and the Bankruptcy Code does not provide for bankruptcy
court supervision of assignees or their attorneys after an
assignee has been excused from delivering a debtor's property to
the bankruptcy estate's representative.

Computer World Solutions, Inc., had been an importer and
distributor of computer monitors, televisions and other electronic
products on Oct. 29, 2007, when it executed an assignment for the
benefit of creditors to Patrick O'Malley, as assignee.  Mr.
O'Malley later discovered that the Debtor was involved in
fraudulent business practices.  The Debtor's principals were
convicted of various crimes and incarcerated for that fraudulent
activity.

Wells Fargo, Fifth Third Bank, and Yellow Freight, Inc., filed an
involuntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-
21123) against Computer World Solution on Nov. 9, 2007.  On Nov.
16, 2007, the Debtor consented to the entry of an order for
relief.

On Nov. 16, 2007, the Court granted Fifth Third Bank's request
excusing Mr. O'Malley from complying with 11 U.S.C. Sections
543(a), (b) and (c).  Section 543 of the Bankruptcy Code requires
custodians with knowledge of the commencement of a bankruptcy case
to deliver to the trustee any property of the debtor held or
transferred by such custodian.  By excusing Mr. O'Malley from
delivering the Debtor's assets to its bankruptcy trustee, the
Court allowed him to continue to exercise powers and duties
granted him by Illinois law.

On Jan. 15, 2008, the Court entered an order authorizing the
Debtor to retain Daniel A. Zazove, Esq., Jason D. Horwitz, Esq.,
and Regina L. Ori, Esq., and the law firm of Perkins Coie LLP as
its legal advisors.

During the course of this case Perkins Coie prosecuted adversary
proceeding 08-00180 which sought to avoid and recover several
transfers alleged to be preferential under 11 U.S.C. Sec. 547.
That matter went to trial.  On March 18, 2010, the law firm
obtained a $1,503,204 judgment in favor of the Plaintiff.

The bankruptcy case was converted to Chapter 7 on April 21, 2011.
Steven R. Radtke was appointed Chapter 7 Trustee.

On Feb. 21, 2012, Mr. Zazove presented a Motion for Allowance and
Payment of Administrative Expenses.  Both Chapter 7 Trustee Radtke
and an Adversary Defendant, Robert Stein, objected.

The main objection is that after the firm's employment was
approved, Mr. Zazove and Perkins Coie received $263,498 (as noted
in Mr. Radtke's objection) or $300,000 (as noted in Mr. Stein's
objection) in compensation from the Assignee or Fifth Third Bank
without leave of court as required by 11 U.S.C. Sec. 330(a)(1).
Mr. Zazove and Perkins Coie argue that because the funds received
were not property of the bankruptcy estate, the Assignee and the
Bank could make payments for legal services rendered in operation
of the assignment for the benefit of creditors without obtaining
court approval.

In her ruling, Bankruptcy Judge Jacqueline P. Cox lifted
paragraphs from "ABC v. Chapter II: The Use of Assignments for the
Benefit of Creditors as an Alternative to Chapter II Cases, Common
Law Assignments for the Benefit of Creditors as Practiced in
Illinois, American Bankruptcy Institute 45, 35th Annual Judge
Alexander L. Paskay Seminar on Bankruptcy Law and Practice, March
10-12, 2011," which provided that, "An assignment for the benefit
of creditors is an out-of-court remedy. The assignment is
commenced by the conveyance of a debtor's assets to an assignee, a
fiduciary, in trust, for payment of the assignor's debts. The
assignee is the fiduciary representative of the creditors. "Unlike
a bankruptcy trustee, the assignee is not obliged to seek creditor
or court approval for the assignee's administration."

Mr. Zazove is one of the authors of the article about assignments
for the benefit of creditors under Illinois law.

A copy of the Court's Aug. 24, 2012 Memorandum Opinion is
available at http://is.gd/cU0KRyfrom Leagle.com.


COSTA BONITA: DF Servicing Loses Bid to Dismiss Case, Oust Counsel
------------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte denied three motions filed by
DF Servicing LLC in the Chapter 11 case of Costa Bonita Beach
Resort Inc.:

     (1) A motion filed on April 19, 2012, to disqualify the
Debtor's counsel, Charles A. Cuprill, P.S.C., Law Offices pursuant
to 11 U.S.C. Sections 327 and 101(14)(C) and Fed. R. Bankr. P.
2014(a);

     (2) A motion to dismiss the Chapter 11 case for "cause"
pursuant to 11 U.S.C. Sec. 1112(b) alleging (i) that Costa Bonita
filed the case in bad faith; (ii) there is "substantial or
continuing loss or diminution and absence of a reasonable
likelihood of rehabilitation pursuant to 11 U.S.C. Sec. 1112(b)(4)
since ". . . Debtor has no cash flow, is likely balance sheet
insolvent, and has no ?going concern' to preserve in bankruptcy,
the Debtor's estate faces a serious threat of loss or diminution
resulting from the accrual of Chapter 11 administrative expenses;"
and (iii) there is no reasonable likelihood of confirmation
because a Chapter 11 plan cannot be confirmed within a reasonable
time.  DF Servicing also argues in the alternative that the Court
should abstain from hearing the case and dismiss it pursuant to 11
U.S.C. Sec. 305(a)(1); and

     (3) a motion filed on April 19, 2012, seeking appointment of
a Chapter 11 trustee or examiner under 11 U.S.C. Sec. 1104(a), or
to convert case to Chapter 7 under 11 U.S.C. Sec. 1112(b).

A copy of the Court's Aug. 27, 2012 Opinion and Order is available
at http://is.gd/HjUPe3from Leagle.com.

                 About Costa Bonita Beach Resort

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


COUNTRYWIDE FIN'L: Wants to Keep MBS Class Suit in Federal Court
----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that Countrywide
Financial Corp. on Friday urged a California judge to keep in
federal court a proposed class action alleging the company misled
buyers of ill-fated mortgage-backed securities, arguing the
complaint is tied to the recent bankruptcies of loan originators
Residential Funding Company LLC and GMAC Mortgage LLC.

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at
$4 billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CRC HEALTH: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on CRC Health to 'B' from 'B-'. The outlook is stable. "We
raised our issue-level rating on CRC's credit facility to 'B+'
(one notch higher than our corporate credit rating). Our recovery
rating on the credit facility is '2', indicating our current
expectation for substantial (70%-90%) recovery of principal in the
event of payment default. In addition, we also raised our issue-
level rating on the subordinated debt to 'CCC+' from 'CCC' (two
notches below the corporate credit rating). Our recovery rating on
the notes remains a '6', indicating our expectation for negligible
(0-10%) recovery of principal in the event of payment default,"
S&P said.

"The rating upgrade is predicated on our increased confidence that
CRC can maintain existing margins, and the recent re-opening of
its Tennessee facility," said Standard & Poor's credit analyst
Tahira Wright. "We expect CRC to continue to generate positive
free operating cash flows over the near term," S&P said.


CROSS ISLAND: Cushman & Wakefield OK'd as Real Estate Broker
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Cross Island Plaza, Inc., et al., to employ Cushman &
Wakefield of Long Island, Inc., as real estate broker to market
and sell the Debtors' office building and parking lot.

CIP owns and operates an office building, including related
parking lots, known as "One Cross Island Plaza" located at 133-33
Brookville Boulevard, Rosedale, New York Block.  An affiliate of
CIP, owns a parking lot in close proximity to the property, which
is located at 244-09, 244-19, and 244-16 Merrick Boulevard,
Rosedale, New York.

The Debtors and C&W have agreed, subject to Bankruptcy Court
approval, that C&W will be compensated as:

   -- 2% on the total sales price for the property and/or the lot;
      or

   -- $200,000 flat fee in the event that the lender is the
      successful purchaser of the property and the lot by virtue
      of a credit bid.

In addition, C&W will be reimbursed its reasonable expenses which
are estimated to be between $25,000 and $50,000.

Robert F. Sheehy, an executive vice president of C&W, assures the
Court that C&W is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                     About Cross Island Plaza

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, serves as the Debtors' counsel.
The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


CROSS ISLAND: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Cross Island Plaza, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $30,000,000
  B. Personal Property              $637,984
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $25,513,016
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $48,501,222
                                 -----------      -----------
        TOTAL                    $30,637,984      $74,014,238

A copy of the schedules is available for free at
http://bankrupt.com/misc/CROSS_ISLAND_sal.pdf

                     About Cross Island Plaza

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B).

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, serves as the Debtors' counsel.
The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


CROSS ISLAND: Leonard Harris Approved as Accountants
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Cross Island Plaza, Inc., et al., to employ Leonard
Harris, CPA as accountants.

Harris is expected to assist the Debtor in the preparation of
monthly operating reports, preparation of state, federal and local
tax returns, and the review of the Debtors' accounting systems and
procedures.

The hourly rates of Harris' personnel are:

         Leonard Harris                 $325
         Senior Accountants             $215
         Semi-Senior Accountants        $175
         Junior Accountants             $125
         Paraprofessionals               $80

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

                     About Cross Island Plaza

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, serves as the Debtors' counsel.
The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


CROSS ISLAND: Sahn Ward OK'd for Zoning and Land Use Concerns
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Cross Island Plaza, Inc., et al., to employ Sahn Ward
Coschignano & Baker, PLLC as special counsel.

SWCB, as special counsel, will provide legal services relating to
zoning and land use issues regarding the real property owned by
the Debtors.  Specifically, SWCB will, among other things,
provide::

   a. due diligence investigation and report as to the current
      zoning of the properties and the compliance of the
      properties with all applicable zoning laws and regulations;

   b. general land use and zoning advice; and

   c. analysis and strategy advice concerning all land use
      approvals required for properties.

SWCB has agreed to initially limit its fees for legal services
to $75,000, and expenses to $15,000, subject to increasing those
amounts upon the consent of the Debtors and the lender.
Subject to these limitations, SWCB will be paid usual and
customary fees for services rendered and reimbursed for all
reasonable and necessary out-of-pocket expenditures.

To the best of the Debtors' knowledge, SWCB has no connection
which is adverse to the Debtors, creditors or any other parties in
interest or their respective attorneys.

                     About Cross Island Plaza

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, serves as the Debtors' counsel.
The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


CROSS ISLAND: SilvermanAcampora LLP Approved as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Cross Island Plaza, Inc., et al., to employ
SilvermanAcampora LLP as general bankruptcy counsel.

Prior to the Petition Date, SilvermanAcampora received a retainer
from the Debtors in the amount of $215,000 and $87,054 for
services rendered and expenses incurred.  As of the Petition Date,
SilvermanAcampora was holding a retainer in the amount of
$127,946, which will be applied against fees and expenses incurred
after the Petition Date.

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

                     About Cross Island Plaza

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, serves as the Debtors' counsel.
The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


DAYTOP VILLAGE: Wants to Employ Garfunkel Wild as Special Counsel
-----------------------------------------------------------------
Daytop Village Foundation Incorporated and Daytop Village, Inc.,
ask the Bankruptcy Court for authority to employ Garfunkel Wild,
P.C., as special healthcare counsel to the Debtors, effective as
of July 17, 2012.

The Debtors have determined that the retention of Garfunkel Wild
is essential to the operation of their business and the effective
and efficient administration of these Chapter 11 Cases,
particularly in light of the numerous healthcare and regulatory
issues with which the Debtors are currently faced.

As their special healthcare counsel, the Debtors seek Garfunkel
Wild to, inter alia:

     A. provide regulatory advice to the Debtors and consult with
        the Debtors on healthcare and other non-bankruptcy related
        matters;

     B. provide continuing legal advice in connection with health
        care, regulatory, and other non-bankruptcy related issues;

     C. provide advice to the Debtors on matters relating to the
        Patient Care Ombudsman;

     D. assist in providing non-bankruptcy, real estate, corporate
        and commercial assistance as may relate to the sale, lease
        or other disposition of assets of the estates, as such
        disposition relates to healthcare or regulatory issues;

     E. perform such other non-bankruptcy related legal services
        and assistance desirable and necessary to the efficient
        and economic administration of these estates.

The Debtors and Garfunkel Wild have agreed that the firm will be
paid its customary hourly rates for services rendered, and that it
will be reimbursed according to Garfunkel Wild's customary
reimbursement policies.  Garfunkel Wild's hourly rates for
partners currently range from $400 to $510.  The hourly billing
rates of Garfunkel Wild?s senior attorneys, associates and
paralegals currently range from approximately $170 to $400.

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

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DAYTOP VILLAGE: Wants to Employ MKR as Real Estate Broker
---------------------------------------------------------
Daytop Village Foundation Incorporated and Daytop Village, Inc.,
ask the Bankruptcy Court to approve their employment of Massey
Knakal Realty of Manhattan LLC as real estate broker effective as
of July 30, 2012.

Given the size and value of the Properties, Daytop Village
Foundation (DVF) has determined in its business judgment that it
requires the assistance of an experienced real estate broker to
assist with their marketing and disposition.  MKR has extensive
experience selling real estate in the New York area, and the
knowledge of the market and depth of experience that MKR possesses
will be invaluable to DVF's efforts to obtain the greatest
possible value for the Properties.

Pursuant to the Agreement, MKR will (i) prepare and widely
circulate marketing/sales materials to other brokers and
prospective buyers or investors of the Properties; (ii) promptly
and widely list the subject properties for sale within the real
estate brokerage community; and (iii) promptly disclose any
information regarding prospective interest in the Properties to
DVF.

MKR will be compensated by commission in connection with a sale of
each Property at a commission ranging from 1.5% to 5%.  To the
extent MKR is successful in procuring the sale of three or more of
the Properties, the Commission payable to MKR will range from 1%
to 4.5%.

The Commission will be earned and payable only upon and at the
transfer of title for any of the Properties, and will be payable
solely from the proceeds of the sale.  No Commission or other
compensation will be deemed earned or payable to MKR unless and
until a sale contract satisfactory to DVF is executed, approved by
this Court, the sale closes, and the purchaser pays the full
purchase price for any of the Properties.

The Debtors submit that, given MKR's well-known experience and
knowledge in providing real estate broker services, the proposed
terms of MKR?s retention are reasonable and are in the best
interest of the estate.  MKR is a diversified real estate company,
representing owners in the sale, retail lease and/or financing of
their properties.  With over 100 employees, four offices and
thorough coverage of the five boroughs of New York City,
Westchester County, Long Island and New Jersey, MKR dominates the
New York metropolitan area's property transaction marketplace.
For over two decades, MKR has focused exclusively on the New York
metropolitan area, building strong relationships within the
neighborhoods it represents and developing an extensive database
of customers that includes all of the major investors,
institutions, agencies and individuals that are active in real
estate in the area.  Since 1998, MKR's real estate agents have
closed over 4,200 transactions having an aggregate market value in
excess of $15 billion.

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DAYTOP VILLAGE: Ombudsman Hires Baker & Hostetler as Counsel
------------------------------------------------------------
The Bankruptcy Court has authorized Eric M. Huebscher, the patient
care ombudsman appointed in the Chapter 11 cases filed by Daytop
Village Foundation Inc., et al., to retain the law firm of Baker &
Hostetler LLP, as counsel for the Ombudsman, nunc pro tunc to
June 1, 2012.

The Bankruptcy Court ruled that the total fees and expenses
chargeable to the Debtors' estates for services rendered in the
aggregate by the Ombudsman and Baker Hostetler for the period from
June 1, 2012, through Dec. 31, 2012, will be capped at $253,500.

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DELTA PETROLEUM: Wants to Modify Conway MacKenzie Employment
------------------------------------------------------------
BankruptcyData.com reports that Delta Petroleum filed with the
U.S. Bankruptcy Court a motion to modify the employment and
retention of Conway MacKenzie Management Services (Contact: John
T. Young, Jr.) to permit CMS personnel to assume executive officer
positions. Specifically, the Debtors are requesting approval of
the appointment of (a) John T. Young, Jr. as chief financial
officer of the Debtors and (b) R. Seth Bullock as treasurer of the
Debtors.  The Court scheduled a Sept. 23, 2012 hearing to consider
the motion.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.

Delta Petroleum has won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.


DEX ONE: S&P Revises Outlook on 'CCC' CCR to Developing
-------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Dex One Corp. to developing from negative. Existing ratings on the
company, including the 'CCC' corporate rating, were affirmed.

"The outlook revision to developing reflects our expectation that
if the merger is successful, Dex Media will benefit from cost
synergies and tax attributes that could increase cash flow
generation and its ability to repay debt," said Standard & Poor's
credit analyst Chris Valentine. "Additionally, the proposed
maturity extension will delay the previous refinancing risk
surrounding the $1.9 billion facility due 2014 at Dex One and $1.5
billion due 2015 at SuperMedia Inc."

"Still given the need for 100% lender approval for the deal and
extension to go through, we see a risk that terms could change,"
cautioned Mr. Valentine. "Refinancing risk and structural decline
of this business are both crucial factors in our current ratings."

"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under severe pressure given the
unfavorable outlook for print directory advertising. We view the
company's rising debt leverage, low debt trading levels, weak
operating outlook, and steadily declining discretionary cash flow
as indications of financial distress. As such, we continue to
assess the company's financial risk profile as 'highly leveraged,'
based on our criteria. We regard the company's business risk
profile as 'vulnerable,' based on significant risks of continued
structural and cyclical decline in the print directory sector.
Structural risks include increased competition from online and
other distribution channels, as small business advertising expands
across a greater number of marketing channels," S&P said.

"While we expect the merger to bring cost synergies, we do not
expect it to materially change the near-term business outlook for
the sector. We expect the shift from print to digital media will
continue and that directories will still find it difficult to
retain their niche in this competitive marketplace. Our business
risk assessment of the combined company will likely remain
'vulnerable,'" S&P said.

"The developing rating outlook reflects our expectation that
benefits from the merger will improve the combined new entity's
cash flow generation and ability repay debt. We could raise the
rating one notch to 'CCC+', consistent with a consolidated
analysis with SuperMedia, if Dex One completes the proposed
merger and achieves the proposed extension of its credit
facilities. Further rating upside potential would entail an
improvement in business conditions. We could revise the outlook
back to negative if the company is unsuccessful in completing the
transaction, and if EBITDA declines accelerate," S&P said.


DOLLAR THRIFTY: S&P Places 'B+' Corp Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Tulsa, Okla.-based auto renter Dollar Thrifty
Automotive Group Inc. (DTAG) on CreditWatch with negative
implications. "We based this action on Hertz Global Holdings
Inc.'s (B+/Watch Neg/--) announcement earlier in the day that it
had entered into a definitive merger agreement to acquire
competitor DTAG for $2.6 billion of cash and the assumption of
$1.6 billion of DTAG's debt. (DTAG has no rated debt)," S&P said.

"The $2.6 billion acquisition would be funded through a
combination of Hertz's cash, DTAG's cash, and debt, for which
Hertz has committed financing. Hertz would also assume $1.6
billion of DTAG's fleet debt. Hertz has indicated it expects at
least $160 million of annual cost synergies, in addition to
revenue opportunities from combining the two companies," S&P said.

"Hertz's acquisition of DTAG would increase the combined entity's
market share in the U.S. The acquisition, which requires
regulatory approval and the divestiture of certain assets
(including Hertz's modest leisure Advantage brand and some DTAG
airport locations), would increase penetration for the combined
entity in the leisure segment," S&P said.

"We will evaluate the combined entity's business risk and
financial risk profiles, pro forma for the DTAG acquisition, to
resolve the CreditWatch," said Standard & Poor's credit analyst
Betsy Snyder. "A downgrade, if any, would likely be limited to one
notch. Alternatively, we could affirm the ratings if we believe
the combined entity's increased earnings and cash flow more than
offsets the incremental debt."


DYNEGY INC: Holders of $3.5-Bil. in Claims Vote in Favor of Plan
----------------------------------------------------------------
Dynegy Inc. and Dynegy Holdings, LLC disclosed that their
creditors voted in support of their Joint Plan of Reorganization,
with creditors holding approximately $3.5 billion of claims, or
over 99% of the value of claims that voted, approving the Plan
(this reflects approval by approximately 87% of the number of
creditors who voted).  A hearing to consider confirmation of the
plan of reorganization is scheduled for Sep. 5, 2012.  Dynegy and
Dynegy Holdings, LLC expect to emerge from bankruptcy shortly
after confirmation of the plan.

Upon emergence, the Company proposes to have a seven member Board
of Directors.  The proposed new directors have been named by a
selection committee appointed by the Company's creditors.

The Board appointments will be effective upon the Company's
emergence from chapter 11. Dynegy President and Chief Executive
Officer Robert C. Flexon is proposed to remain on the Board.  The
remaining slate of proposed directors consists of Pat Wood III
(Chairman), Hilary E. Ackermann, Paul Barbas, Richard Kuersteiner,
Jeffrey S. Stein, and John R. Sult.

Pat Wood, III has served as a principal of Wood3 Resources, an
energy infrastructure developer, since July 2005.  Known for his
leadership in the development of competitive energy markets, Mr.
Wood served as chairman of the Federal Energy Regulatory
Commission from 2001 to 2005.  From 1995 until 2001, he chaired
the Public Utility Commission of Texas.  Prior to 1995, Mr. Wood
was an attorney with Baker & Botts and an engineer with ARCO
Indonesia.

Hilary E. Ackermann served as Chief Risk Officer with Goldman
Sachs Bank USA from 2008 to 2011.  Her responsibilities included
managing credit, market and operational risk for Goldman Sach's
commercial bank; developing the bank's risk management
infrastructure including policies and procedures and processes;
and maintaining relationships with bank regulators. Ms. Ackermann
began her career at Goldman, Sachs & Co. in 1985 and served in
roles of increasing responsibility.

Paul M. Barbas was President and Chief Executive Officer of DPL
Inc. and its principal subsidiary, The Dayton Power and Light
Company (DP&L) until 2011.  He also served on the Board of
Directors of DPL Inc. and DP&L. Mr. Barbas joined DPL in October
2006 as President and CEO.  Prior to joining DPL he held various
executive roles at Dover, Delaware-based Chesapeake Utilities
Corporation.  Mr. Barbas began his career in 1981 at General
Electric, where he served in a variety of operations and financial
positions until 1998.

Robert C. Flexon serves as President and Chief Executive Officer.
Prior to joining Dynegy in July 2011, he served as the Chief
Financial Officer of UGI Corporation from February to June 2011.

He was the Chief Executive Officer of Foster Wheeler AG from June
2010 until October 2010 and the President and Chief Executive
Officer of Foster Wheeler USA from November 2009 until May 2010.

Prior to joining Foster Wheeler, Mr. Flexon was an Executive Vice
President at NRG Energy, Inc. from 2004 to 2009 serving as Chief
Financial Officer and Chief Operating Officer.  Prior to joining
NRG Energy, Mr. Flexon held various key executive positions with
Hercules, Inc. and Atlantic Richfield Company.  He has served as a
Dynegy Director since June 2011.

Richard Kuersteiner served as a member of the Franklin Templeton
Investments legal department from 1990 until May 2012 in various
roles including Managing Corporate Counsel, Director of
Restructuring, and Associate General Counsel.  He also was an
officer of virtually all of the Franklin, Templeton, and Mutual
Series Funds and a member of the Stanford Institutional Investors'
Forum.  Mr. Kuersteiner has helped restructure over 100 major
corporations and has served on or chaired numerous official
creditors' committees.  Prior to joining Franklin Templeton
Investments, Mr. Kuersteiner clerked for a United States District
Court Judge, was in the Navy Judge Advocate General's Corp, served
as an Assistant Florida Attorney General, a managing attorney in
the Navy Office of the General Counsel, a NASA attorney, and a
Special Assistant United States Attorney for the Northern and
Southern Districts of California.

Jeffrey S. Stein is a Co-Founder and Managing Partner of Power
Capital Partners LLC.  Mr. Stein is an investment professional
with over 19 years of experience in the high yield, distressed
debt and special situations asset class who has substantial
experience investing in the merchant power and regulated electric
utility industries.  From January 2003 through December 2009, Mr.
Stein served as the Co-Director of Research at Durham Asset
Management LLC. From July 1997 to December 2002, Mr. Stein was a
Director at The Delaware Bay Company, Inc.  From September 1991 to
August 1995, Mr. Stein was an Associate at Shearson Lehman
Brothers in the Capital Preservation & Restructuring Group.

John R. Sult served as Chief Financial Officer of El Paso
Corporation from November 2009 until May 2012.  Prior to his role
as Chief Financial Officer, Mr. Sult served as El Paso's Chief
Accounting Officer and Controller since November 2005.  During his
tenure at El Paso, Mr. Sult also held the position of Chief
Financial Officer for El Paso's publicly traded master limited
partnership, El Paso Pipeline Partners, L. P., from August 2007
until May 2012, in addition to serving on the board of directors
of the general partner. Prior to joining El Paso, he served as
Vice President and Controller for Halliburton Energy Services.

Before joining Halliburton, he spent over 20 years with Arthur
Andersen ultimately serving as an Audit and Business Advisory
Partner.

                           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 Bid for Equity Committee Denied
-----------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Chief U.S.
Bankruptcy Judge Cecelia G. Morris on Friday denied Dynegy Inc.
shareholder Litespeed Management LLC's bid for the appointment of
an official committee of noninsider equity holders, which it had
argued was necessary to ensure fairness to shareholders in the
case.

                           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: Creditors Avidly Support Reorganization Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dynegy Holdings LLC and parent Dynegy Inc. reported
to the bankruptcy court on Aug. 27 that creditors were nearly
unanimous in support of the companies' Chapter 11 reorganization
plan.  The confirmation hearing for approval of the plan is set
for Sept. 5.  More than 99.8% in amount of $3.5 billion in claims
against Dynegy Holdings were in favor of the plan.  For the parent
Dynegy Inc., all $21.3 million in claims voted "yes."  Only
unsecured creditors were entitled to vote on the plan.

According to the report, Dynegy Holdings already received approval
from the bankruptcy court to merge with parent Dynegy Inc. when
the two companies implement their reorganization plan.  Through
the merger and reorganization plan, creditors of Dynegy Holdings
will own 99% of the combined companies' stock.  The Dynegy parent
will be the surviving entity in the merger.

The report relates that unsecured creditors of Dynegy Holdings
with claims totaling about $4.2 billion were told in disclosure
materials they could expect a recovery between 59% and 89%.  As
part of a previously approved settlement, the Dynegy parent is to
receive 1% of the merged companies' stock and warrants for another
13.5%.  The stock and warrants will go into a trust, which Dynegy
intends for benefit of the parent company's existing stockholders.

                           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.


EASTMAN KODAK: FlashPoint to Appeal Ruling on Rights to 5 Patents
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that FlashPoint
Technology Inc., the Apple Inc. spinoff that, along with its ex-
parent, is claiming a number of Eastman Kodak Co. patents, said
Thursday it will appeal a New York bankruptcy judge's ruling that
its claims to five of the disputed patents were time-barred.

According to Law360, FlashPoint filed a notice of appeal saying it
will take the matter up with the Southern District of New York and
will file a motion for leave to appeal if necessary.

                        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: To Shift Focus on Commercial Printing Business
-------------------------------------------------------------
Carolina Bolado Bankruptcy Law360 reports that Eastman Kodak Co.
said it plans to sell its personalized imaging and document
imaging businesses and reorganize with a focus on commercial
printing and enterprise services.

Kodak hopes the sales of these assets, along with the ongoing
auction of its digital imaging patent portfolio, will help the
company emerge from Chapter 11 in 2013, according to a company
statement obtained by Bankruptcy Law360.

                        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: Wrongly Redacted Notebook, ITC Judge Finds
---------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that an administrative
law judge has ruled that Eastman Kodak Co. inappropriately
redacted an inventor's notebook before handing it over to HTC
Corp. in a U.S. International Trade Commission investigation over
HTC's and Apple Inc.'s alleged infringement of digital imaging
patents.

In an order compelling production of documents, Judge E. James
Gildea said Kodak was not supposed to redact portions of an
inventor?s notebook before releasing it to HTC for pretrial
discovery purposes.

                        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.


EXCELITAS TECHNOLOGIES: S&P Keeps 'BB-' Rating on $238MM Credit
---------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB-' issue rating and
'2' recovery rating on Waltham, Mass.-based Excelitas Technologies
Corp.'s credit facility (due 2016) remain unchanged after the
company announced it will seek to add $23 million to its existing
$215 million credit facility, bringing the total issue amount to
$238 million. Excelitas provides custom-designed lighting and
sensor components, subsystems, and integrated solutions to global
original equipment manufacturers. The company will use the
proceeds to fund an acquisition. The '2' recovery rating indicates
our expectation of a substantial (70% to 90%) recovery for lenders
in the event of a payment default.

"The 'B+' corporate credit rating and stable outlook on Excelitas
remain unchanged. Although credit measures are somewhat weaker
than our expectations for the rating, we believe that over the
next 12 months the company will maintain credit protection
measures in line with our indicative ratios for an 'aggressive'
financial risk profile, including the ratio of total debt to
EBITDA of 4x-5x over the business cycle. Our 'weak' business risk
profile assessment incorporates our view of the company's position
in a small niche industry and its modest cash flow," S&P said.

RATINGS LIST
Excelitas Technologies Corp.
Corporate Credit Rating              B+/Stable/--

Ratings Remain Unchanged

Excelitas Technologies Corp.
$238 mil credit facility due 2016    BB-
  Recovery Rating                     2


FULLER BRUSH: Committee Can Retain CBIZ MHM as Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors of The
Fuller Brush Company, Inc., et al., to retain CBIZ MHM, LLC as its
financial advisors.

CBIZ will, among other things:

    -- assist the Committee in any litigation regarding
       negotiations with the DIP agent, valuation issues, etc;

    -- assist the Debtors and the Committee to investigate and
       pursue avoidance actions, including preferences, transfers
       to the prepetition agent or prepetition lenders and other
       potentially valuable actions; and

    -- assist the Debtors and the Committee in reconciling claims
       filed against the estates.

Esther Duval, CPA, a managing director of CBIZ, tells the Court
that the hourly rates of the firm's professionals are:

         Directors and Managing Directors      $385 - $685
         Managers and Senior Managers          $320 - $385
         Senior Associates and Staff           $130 - $320

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

                  About The Fuller Brush Company

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.  Fuller, which has 180 employees as
of the Chapter 11 filing, disclosed $22.9 million in assets and
$50.9 million in debt.  Fuller said it will be business as usual
while undergoing Chapter 11 restructuring.  But it said that while
in reorganization, it intends to trim about half of the current
catalog of cleaning products.

Herrick Feinstein LP serves as the Debtors' bankruptcy counsel.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.

The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million that plans to buy the business
in exchange for debt.


GETTY PETROLEUM: Ch. 11 Liquidation Plan Confirmed
--------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman on Friday confirmed Getty Petroleum
Marketing Inc.'s Chapter 11 plan of liquidation, which was floated
by its unsecured creditors committee, issuing findings of fact and
conclusions of law overruling remaining objections to the plan.

As reported in the TCR on Aug. 21, 2012, the Official Committee of
Unsecured Creditors for Getty Petroleum Marketing, et al., filed
this month a first modification to its First Amended Plan of
Liquidation for the Debtor.  Changes to the Plan include new
subclasses for secured claims and a provision that says the
Debtors are not discharged by Plan confirmation and the Plan won't
affect obligations of any insurance companies, unless otherwise
stated.

According to the Amended Disclosure Statement, the First Amended
Plan constitutes a straight-forward liquidating plan for all of
the Debtors.  The Amended Plan provides for all of the property of
the Debtors to be liquidated over time, and for the proceeds to be
allocated and distributed to the holders of certain Allowed
Claims.  An initial distribution is to occur on the Effective Date
of the First Amended Plan or soon as practicable thereafter.
Assets are to be held by a Liquidating Trust and administered by
the Liquidating Trustees who will, among other things, liquidate
assets, resolve disputed claims, pursue any reserved causes of
action, wind up the affairs of the Debtors, and make interim and
final distributions to holders of Allowed Claims in accordance
with the First Amended Plan.  A full-text copy of the Disclosure
Statement is available for free at:

   http://bankrupt.com/misc/GETTY_PETROLEUM_ds_1amended.pdf

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GLOBAL AVIATION: Seeks Court Approval on CBA Amendments
-------------------------------------------------------
BankruptcyData.com reports that World Airways and North American
Airlines filed with the U.S. Bankruptcy Court a motion to enter
amendments to their collective bargaining agreements with the
International Brotherhood of Teamsters, the Air Line Pilots
Association, and the Transport Workers Union. World and North
American agreed with each Union on five-year CBAs containing a
package of modifications that will reduce the Debtors' going-
forward expenses by more than $100 million.

"The Agreements are ultimately contingent on confirmation of a
plan of reorganization consistent with the parties' global deal;
if confirmation is not achieved, the Agreements will be void and
the parties will need to return to the negotiating table," the
airlines, as cited by BankruptcyData.com, explained.

The Court scheduled a Sept. 12, 2012 hearing on the matter.

                    About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Hon. Carla E. Craig has extended the Debtors' exclusive period
to file a Chapter 11 plan for each Debtor until Oct. 2, 2012, and
the exclusive period to solicit acceptances of a Chapter 11 plan
of each Debtor until Dec. 3, 2012.


GOLDEN TEMPLE: Can Employ Ford Elsaesser as Associate Mediator
--------------------------------------------------------------
The Bankruptcy Court authorized EWTC Management, LLC, fka Golden
Temple Management LLC, to employ Ford Elsaesser, Esq., of
Elsaesser Jarzabek Anderson Elliott & Macdonald, Chtd., as
associate mediator nunc pro tunc to March 7, 2012.

The litigation and contention of various parties against EWTC,
Khalsa, East West Tea, and non-bankrupt parties are pending in
multiple courts. The Debtor has potential claims against
professionals which are property of the estate.  A number of non-
debtor parties have also asserted claims against the same
professionals, either by formal lawsuit or informal communication
of claims.

Because of these and other issues and based on the motion of the
Debtor, an order was entered referring the case to mediation.  The
designated mediator, Hon. Michael R. Hogan, filed his initial
report and recommendations.  One of Judge Hogan's recommendations
was to appoint Ford Elsaesser as associate mediator.  Agreeing
with that recommendation, on March 7, 2012, the Court ordered
that: "Ford Elsaesser, Esq. will be appointed as associate
mediator upon submission of an application to employ professionals
accompanied by Local Form 1114. . . ."

Ford Elsaesser, Esq., will be compensated at an hourly rate of
$450 per hour for mediation service performed.  No retainer has
been received.

To the best of Debtor's knowledge, neither Ford Elsaesser, nor the
members and associates of Elsaesser Jarzabek Anderson Elliott &
Macdonald, Chtd., have any connection with EWTC, Khalsa, East West
Tea, their creditors, or other parties in interest.

                  About Golden Temple Management

EWTC Management LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, maker of Yogi
Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.


HARVEST OPERATIONS: Moody's Confirms 'Ba2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed Harvest Operations Corp.'s Ba2
Corporate Family Rating (CFR) and downgraded the senior unsecured
notes to Ba2 from Ba1. The Speculative Grade Liquidity rating was
changed to SGL-3 from SGL-2. The outlook was changed to stable
from rating under review for upgrade. This concludes the review of
Harvest, which was initiated on April 2, 2012.

"The confirmation reflects higher-than-expected cash consumption
in Harvest's refining business, higher capital requirements in its
BlackGold oil sands development and significantly increased
leverage as the company funds negative free cash flow with debt,"
said Terry Marshall, Moody's Senior Vice President. "Harvest's
liquidity has also weakened and the company has considerable
financing requirements in 2013."

Downgrades:

  Issuer: Harvest Operations Corp.

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

    Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2,
    LGD3, 49% from Ba1, LGD3, 34%

    Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2,
    LGD3, 49% from Ba1, LGD3, 34%

Outlook Actions:

  Issuer: Harvest Operations Corp.

    Outlook, Changed To Stable From Rating Under Review

Confirmations:

  Issuer: Harvest Operations Corp.

    Probability of Default Rating, Confirmed at Ba2

    Corporate Family Rating, Confirmed at Ba2

Rating Rationale

Harvest's Ba2 CFR reflects its stand-alone credit profile of B1
and the strong support from its 100% parent, Korea National Oil
Corporation (KNOC, A1 stable), for which Moody's attributes two
notches of rating uplift. The B1 stand-alone credit profile is
constrained by high leverage on proved developed reserves,
production and retained cash flow, considerable capital
requirements to grow its conventional production and develop its
oil sands reserves, and the high capital expenditure requirements
and poor profitability of its downstream refinery in Newfoundland.
The rating favorably considers Harvest's 66% oil- and liquids-
weighted production platform, and sizeable proved developed (PD)
and total proved reserves base.

The US$500 million senior unsecured notes are rated Ba2,
reflecting the priority ranking of the company's secured C$800
million revolving credit facility and the subordinated debt of
about C$800 million.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity. Moody's expects Harvest to consume negative free cash
flow of about C$200 million through the third quarter of 2013,
which will completely use up the availability on its C$800 million
revolver due April, 2016. The company will need to access
unidentified external sources of funds to repay debt maturities of
C$331 million due September 30, 2013 and C$60 million due February
28, 2014 as well as to fund full-year 2013 capital expenditures.
Moody's expects Harvest to be in compliance with its four
financial covenants through the third quarter of 2013. Harvest has
the ability to sell assets to raise additional funds
notwithstanding the secured nature of the revolver. KNOC has
provided significant financial support to Harvest since acquiring
it in December 2009 and Moody's anticipates that it will continue
to do so as Harvest meets its funding requirements over the next
18 months.

The stable outlook reflects Moody's expectation that upstream
production and proved developed reserves will grow modestly and
that KNOC will continue to be supportive. The ratings could be
upgraded if Harvest decreases its E&P debt to production below
$27,000 per boe and E&P debt to proved developed reserves below $9
per boe through either an increase in its production and reserve
profile or a reduction in debt. An upgrade would also be
contingent on the refinery no longer consuming capital and cash
flow. The rating could be downgraded if upstream production
declines or E&P debt to production rises above $40,000 per boe and
E&P debt to proved developed reserves rises above $14 per boe, as
could a change in Moody's view of the support provided by KNOC.

The principal methodology used in rating Harvest Operations was
the Global Independent Exploration and Production Industry
Methodology published in December 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.

Harvest, based in Calgary, Alberta, Canada, is a wholly-owned
subsidiary of Korea National Oil Company. Harvest produces about
52,000 barrels of oil equivalent per day, all in Canada, and has a
proved reserve base of 227,000 Mboe (all reserves and production
volumes are net of royalties unless noted otherwise). Harvest also
owns a 115,000 bbl/day refinery in Come-By-Chance, Newfoundland,
Canada.


HAWKER BEECHRAFT: Union Workers Vote on Pension Proposal
--------------------------------------------------------
American Bankruptcy Institute reports that union workers at Hawker
Beechcraft voted on Friday on a plan that will prevent termination
of an existing defined benefit pension plan.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (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.

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.


HEALTHCARE OF FLORENCE: Wants FCH to Operate Hospital Pending Sale
------------------------------------------------------------------
Healthcare of Florence, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Arizona for permission to employ Florence
Community Hospital Group, LLC, to assume responsibility for the
day-to-day operations of the Debtors' primary asset, the Florence
Community Hospital.

According to the Debtors, on June 14, 2012, the day-to-day
operations of the Hospital were vastly reduced to a skeleton
operation.  The going concern value of the hospital as an
operating entity is in jeopardy because all of the licenses it
holds to operate a health care facility can and will expire or
otherwise terminate if operations are discontinued for a period of
30 days.

Florence Community Hospital Group, LLC is a group of physicians
and investors that have prior experience with the operation of the
hospital and desire to make additional investments to insure that
a quality health care facility is available to the residents of
Florence, Arizona and surrounding areas.  As a result, FCH has
been negotiating with the Debtors and its creditors regarding a
potential sale of the hospital to FCH.

FCH has represented to the Debtors that it is prepared to operate
the hospital, on a temporary basis, and as an agent for the
Debtor, to allow the going concern value to be preserved and to
allow additional time to negotiate, document and close a sale of
the hospital.  FCH is also prepared to pay all of the operating
expenses of the hospital incurred during its management of the
premises, in exchange for its right to retain all revenues during
the limited management retention.

The lead physician for FCH is Dr. H. Takyar who was employed by
the hospital before its recent reduction in operations.  He is
joined by a group of investors that are prepared to provide
information to the Court regarding their ability to pay
operational expenses of the hospital during the interim and
temporary management retention.  Dr. Takyar has also contacted
other physicians and medical groups that are prepared to resume
services to the hospital.

As a condition of its temporary management of the hospital, FCH
would require that the Court approve these terms:

   1) FCH would have full authority to contact and rehire the
      employees of the Debtors as it chooses, in it sole
      discretion;

   2) FCH would have full discretion to decide the scope and
      extent of the services it provides;

   3) FCH would operate under its own professional liability
      insurance, but would pay and any all premiums for other
      insurance contracts of the Debtor for the term of the
      management retention that are necessary for the continued
      operation of the facility, other than premiums that were due
      before the approval of the retention by the Court;

   4) in the event FCH is not the successful purchaser of the
      hospital because a higher or better bid is accepted, FCH
      would retain the right to submit a claim for an
      administrative expense, to the extent the revenues of the
      Hospital are insufficient to cover the reasonable operating
      costs during the term of the management retention.

                 About Healthcare of Florence, LLC

Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.  Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.

Judge James M. Marlar presides over the case.  James F. Kahn P.C.
serves as the Debtor's counsel.  The Debtor disclosed $42,244,804
in assets and $39,007,338 in liabilities as of the Chapter 11
filing. The petition was signed by Edward McEachern, CEO of
Initiatives Healthcare, LLC, manager of debtor.

The U.S. Trustee appointed a three-member creditors committee.


HERTZ GLOBAL: S&P Puts B+ CCR on Watch on $2.6BB DTAG Acquisition
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Park
Ridge, N.J.-based auto and equipment renter Hertz Global Holdings
Inc. and its major operating subsidiary, Hertz Corp., on
CreditWatch with negative implications. "We based these actions on
the company's announcement earlier that it had entered into a
definitive agreement to acquire competitor Dollar Thrifty
Automotive Group Inc. (DTAG) for $2.6 billion of cash and the
assumption of $1.6 billion of DTAG's debt," S&P said.

"The $2.6 billion acquisition would be funded through a
combination of Hertz's cash, DTAG's cash, and debt, for which
Hertz has committed financing. Hertz would also assume $1.6
billion of DTAG's fleet debt. Hertz has indicated it expects at
least $160 million of annual cost synergies, in addition to
revenue opportunities from combining the two companies," S&P said.

"This is Hertz's third attempt to acquire DTAG since April 2010,
with each bid becoming increasingly more costly," S&P said.

"Hertz's operating and financial performance has been improving,
with EBITDA interest coverage of 4.6x, a ratio of funds from
operations (FFO) to debt of 22%, debt to capital of 87%, and debt
to EBITDA of 4.3x for the 12 months ended June 30, 2012," S&P
said.

"Our current ratings on Hertz Global Holdings Inc. and Hertz Corp.
reflect an aggressive financial profile and the price-competitive,
cyclical nature of on-airport car rentals and equipment rentals.
The ratings also incorporate the company's position as the largest
global car rental company and the strong cash flow its businesses
generate," S&P said.

"We will evaluate Hertz's business risk and financial risk
profiles, pro forma for the Dollar Thrifty acquisition, to resolve
the CreditWatch," said Standard & Poor's credit analyst Betsy
Snyder. "We believe a downgrade, if any, would be limited to one
notch. Alternatively, we could affirm the ratings if we believe
the post-merger increase in earnings and cash flow more than
offsets the incremental debt."


IMPEVA LABS: Court Trims Patent Lawsuit Against Rival
-----------------------------------------------------
District Judge Edward J. Davila dismissed portions of the lawsuit
IMPEVA LABS, INC., Plaintiff, v. SYSTEM PLANNING CORPORATION,
SYSTEM PLANNING CORPORATION D/B/A GLOBALTRAK, AND RICHARD C.
MEYERS, Defendants, Case No. 5:12-CV-00125-EJD (N.D. Calif.), at
the defendants' behest.

Impeva Labs and System Planning Corporation were competitors in
the business of providing tracking systems for the containerized
shipping market.  GlobalTrak is a wholly owned division of SPC,
and Richard C. Meyers is its Chief Executive Officer.

In November 2009, Maersk Lines initiated a Request for Proposal
program for a Remote Container Management System. Prior to the
issuance of the RFP, Impeva and Maersk had been discussing the
potential use of Impeva's technology in certain Maersk operations.
In February 2010, Impeva prepared and submitted a response to
Maersk's RFP.  In partnership with SPC, IBM also responded to
Maersk's RFP.  GlobalTrak and Mr. Meyers were also allegedly
associated with the IBM response.

During the period of time when Maersk was considering the
submissions of Impeva and IBM, "SPC, GlobalTrak and Meyers
notified Maersk that SPC owned the '784 patent and that SPC
believed that the products and services that Impeva had offered to
supply to Maersk under both of its Responses to the RFP would
infringe one or more claims of the '784 patent owned by SPC."
Thereafter, in March 2010, Maersk rejected both IBM's and Impeva's
responses to the RFP and awarded the contract to an unknown third
party.

On March 26, 2010, soon after learning it had not won the
contract, Impeva filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Calif. Case. No. 10-53056).

On March 31, 2010, Impeva filed a motion in the Bankruptcy Case to
establish bid procedures for the sale of substantially all of its
assets.  Pursuant to the bid procedures, ARINC, Inc. was
designated as the "stalking horse" bidder and procedures were
established for other interested buyers to become qualified
bidders at an auction.  In response to the Auction, SPC signed a
non-disclosure agreement and purported to indicate its interest in
acquiring Impeva's assets.  SPC did not make a bid to acquire the
Impeva assets in bankruptcy, but instead filed an Objection to the
Sale Motion, alleging infringement of SPC's two patents, the '784
Patent and the '358 Patent, by Impeva.  SPC also filed a Proof of
Claim on April 28, 2010, for an unspecified amount of damages
resulting from the alleged patent infringement by Impeva.  Impeva
alleges on information and belief that GlobalTrak and Mr. Meyers
participated in the decision to file the proofs of claim and
objections.

At the Auction, ARINC's initial stalking horse bid of $2,000,000
was bettered by a bid of $2,200,000 by Cubic Corporation.  ARINC,
reluctant to purchase intellectual property tainted by SPC's
patent infringement claim, did not submit an overbid and withdrew
its bids to acquire Impeva's assets.  ARINC indicated in open
court during the Auction that but for the patent infringement
claims made against Impeva by SPC, ARINC would have been willing
to bid $1,000,000 higher over its initial stalking horse bid for
Impeva's assets.  Because ARINC did not participate in the
Auction, the bid by Cubic of $2,200,000 in cash (plus the
assumption of certain liabilities) was determined to be the
successful bid.

On Dec. 27, 2010, SPC amended its Proof of Claim to assert that
SPC "waives any right to distribution from the Estate. However, if
the Estate or any successor seeks a damage claim of any type
against SPC, then SPC reserves the right to assert any defenses
and counterclaims to the fullest extent possible.  In the event
that SPC prevails in its defenses and/or counterclaim against the
Estate or any successor, then SPC will assert a claim against the
Estate for distribution purposes."

Impeva filed the lawsuit on Jan. 6, 2012.  The Defendants moved to
dismiss.  Impeva filed a First Amended Complaint, alleging 10
causes of action.  The first four causes of action seek
declaratory relief that Impeva did not infringe the '784 and '358
patents and that SPC's '784 and '358 patents are invalid.  The
Fifth through Eighth Causes of Action are based primarily on the
facts relating to the Maersk RFP.  The Fifth Cause of Action
pleads a violation of the Lanham Act 15 U.S.C. Sec. 1125(a).  The
Sixth and Seventh Causes of Action are for intentional and
negligent interference with prospective economic relations, and
the Eighth Cause of Action is for California common law unfair
competition.  The Ninth and Tenth causes of action are based
primarily on the facts relating to the Defendants' involvement in
the Bankruptcy Case.

In an Aug. 23, 2012 order available at http://is.gd/SZQ2Tyfrom
Leagle.com, the Court ruled that:

     (1) the Defendants' motion to dismiss the First through
         Fourth Causes of Action is granted without prejudice to
         the refiling of the claims at a later date;

     (2) the Defendants' motion to dismiss the Fifth Cause of
         Action is denied;

     (3) the Defendants' motion to dismiss the Sixth Cause of
         Action is granted to the extent the Sixth Cause of Action
         relies on actions taken by the Defendants in the
         Bankruptcy Case, and denied in all other respects;

     (4) Impeva's Seventh Cause of Action is dismissed with
         prejudice;

     (5) Impeva's Eighth, Ninth, and Tenth Causes of Action are
         dismissed with leave to amend;

     (6) all remaining claims against Richard Meyers are dismissed
         with leave to amend; and

     (7) any amended complaint shall be filed within 14 days of
         the date of the order.


INT'L ENVIRONMENTAL: Meeting of Creditors Continued Until Sept. 5
-----------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, continued until
Sept. 5, 2012, at 1:30 p.m., the meeting of creditors in the
Chapter 11 cases of International Environmental Solutions
Corporation.  The meeting will be held at the U.S. Trustee's
Office, located at 3685 Main Street, Suite 200, Riverside,
California.

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.  The Debtor hired Goe & Forsythe, LLP, as counsel.
The Debtor disclosed $25,129,244 in assets and $10,387,254 in
liabilities.

At the behest of a shareholder, the U.S. Trustee appointed Howard
Grobstein as Chapter 11 trustee for the Debtor's estate.  Marshack
Hays as his general counsel Crowe Horwath LLP as his accountants
Dzida, Carey & Steinman as his special transactional counsel.
Stetina Brunda Garred & Brucker as his special patent and
trademark counsel.


K-V PHARMACEUTICAL: EPIQ OK'd as Claims and Noticing Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized K-V Pharmaceutical Co., to employ EPIQ Bankruptcy
Solutions, LLC, as claims and noticing agent.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


K-V PHARMACEUTICAL: Has Until Sept. 17 to File Schedules
--------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York extended until Sept. 17, 2012, K-V
Pharmaceutical Co., et al.'s time to file file their schedules of
assets and liabilities and statements of financial affairs.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


K-V PHARMACEUTICAL: U.S. Trustee Forms Creditors Committee
----------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2 appointed five
persons to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 cases of KV Pharmaceutical Company, et al.

The Committee comprises of:

      1. Deutsche Bank Trust Company Americas
         Attn: Stanley Burg, vice president
         100 Plaza One, 6th Floor
         Mail Stop JCY03-0699
         Jersey City, NJ 07311-3901
         Tel: (201) 593-4749
         Fax: (732) 380-2345
         E-mail: stan.burn@db.com

      2. Capital Ventures International
         Attn: Todd Silverberg, assistant vice president
         c/o Susquehanna Advisors Group, Inc.
         401 City Avenue, Suite 220
         Bala Cynwyd, PA 19004
         Tel: (610) 747-1627
         Fax: (610) 747-2081
         E-mail: legalnotices@sig.com

      3. S.A.C. Arbitrade Fund, LLC
         Attn: Stuart Davidoff
         c/o S.A.C. Capital Advisors, L.P.
         72 Cummings Point Road
         Stamford CT 06902
         Tel: (646) 569-1009
         Fax: (212) 758-4627
         E-mail: stuart.davidoff@sac.com

      4. Applied Discovery, Inc.
         Attn: Jenelle Evanoff, vice president, finance
         13427 NE 16th Street
         Bellevue WA 98005
         Tel: (646) 571-1870
         Fax: (646) 571-1879
         E-mail: billing@applieddiscovery.com

      5. Poretta & Orr, Inc.
         Attn: Richard Orr, finance director
         450 East Street
         Doylestown, PA 18901
         Tel: (215) 345-1515, extn. 148
         Fax: (212) 412-5660
         E-mail: orrr@porettaorr.com

                 About K-V Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.


K-V PHARMACEUTICAL: Taps Willkie Farr as Counsel
------------------------------------------------
BankruptcyData.com reports that K-V Pharmaceutical filed with the
U.S. Bankruptcy Court motions to retain Willkie Farr & Gallagher
(Contact: Matthew A. Feldman) as counsel for these hourly ranges:
attorney at $400 to $1,090 and paralegal at 120 and 310, and
Jefferies & Company (Contact: Leon Szlezinger) as investment
banker and financial advisor for a monthly advisory fee of
$125,000 and a $2.5 million restructuring fee.

                 About K-V Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

K-V Pharmaceutical said it continues to operate during the
reorganization.


LEGENDS GAMING: LRGP Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Louisiana Riverboat Gaming Partnership filed with the U.S.
Bankruptcy Court for the Western District of Louisiana its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $58,853,797
  B. Personal Property           $45,992,362
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $296,731,624
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $589,683
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $977,604
                                 -----------      -----------
        TOTAL                   $104,846,159     $298,298,911

A copy of the schedules is available for free at
http://bankrupt.com/misc/LOUSIANA_RIVERBOAT_sal.pdf

                       About Legends Gaming

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LEGENDS GAMING: Sea Group Approved as Financial Advisor
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized, on a final basis, Louisiana Riverboat Gaming
Partnership and its affiliates to employ Sea Group Securities LLC
as financial advisor.

                       About Legends Gaming

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LEHR CONSTRUCTION: Trustee Taps Counsel Named by Insurance Carrier
------------------------------------------------------------------
Jonathan L. Flaxer, Chapter 11 trustee for Lehr Construction
Corp., asks the U.S. Bankruptcy Court for the Southern District of
New York for permission to employ counsel appointed by the
Debtor's insurance carrier; and continue and compensate the
appointed counsel in the ordinary course of business.

Prepetition, the Debtor purchased general liability insurance
policies issued by The Travelers Indemnity Company of America, The
Travelers Property Casualty Company of America, and The Travelers
indemnity Company.  The policies provide 'first dollar" coverage
for claims alleging bodily injury or property damage and for
related defense costs up to the limit of the policy.  Each claim
covered by the policies is subject to a deductible payable by the
Debtor to Travelers.  The deductible plan amount is capped in the
amount of $200,000 per claim pursuant to separate program
agreements with Travelers.

Pursuant to the policies, Travelers defends the Debtor, as the
insured, on covered claims.  Travelers is entitled to select
defense counsel in its sole discretion.

The appointed counsel defends the Debtor in the action, well as
any related litigation by third parties seeking indemnification
and defense from the Debtor.  The policies also provide that
Travelers is responsible for paying the fees of the appointed
counsel, with the costs being applied to the deductible.  Each of
the appointed counsel has informed the trustee that it does not
represent any interest adverse to the Debtors on matters for which
it is retained.

                      About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.
Rust Consulting/Omni Claims Agent serves as claims and noticing
agent.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.
Marotta Gund Budd & Dzera, LLC, serves as trustee's financial
advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.  Fred Stevens at Klestadt &
Winters, LLP represents the Committee.


LICHTIN/WADE LLC: Solicitation Exclusivity Extended to Sept. 30
---------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina extended Lichtin/Wade, LLC's
exclusive period to solicit acceptances for the proposed Plan of
Reorganization until Sept. 30, 2012.

On July 19, 2012, the Debtor filed its First Amended Plan of
Reorganization and its First Amended Disclosure Statement. The
Court has conditionally approved the First Amended Disclosure
Statement.

As reported in the Troubled Company Reporter on June 15, 2012,
the Bankruptcy Administrator has opposed confirmation of the Plan,
noting that under the Plan:

   1. The administrative claims will be paid within ten days of
      the effective date. If administrative claims are not paid
      within 10 days of the effective date, they will accrue
      interest at 6% until paid in full.

   2. Class 2 consists of real property tax claims.  The Debtor
      owes this class approximately $460,000.  The debtor proposes
      to pay the class in quarterly installments over five years
      from the date relief.

   3. The Debtor proposes to pay priority tax claims within 5
      years of the date of relief.

   4. Class 4 consists of the secured claims of ERGS II, LLC.  The
      creditor holds four separate notes that total approximately
      $43.5 million.  Notes 1, 3, and 4 are secured by the all of
      the land.

   5. The Debtors propose to combine the notes into one note and
      provide it a value of $35,250,000.

   6. The Debtor proposes to make interest only payments on the
      note for 18 months at the interest rate of 4.25%.  After the
      18 months, the Debtor proposes to amortize the balance over
      30 years with the rate of interest.  A balloon payment of
      the full amount will be due after the seventh year.  The
      Debtor estimates that the monthly payment on the note will
      be $173,408.

   7. The Debtor proposes treat Note 2 as the land note.  The
      Debtor proposes to treat the note a secured in the amount of
      $3,140,000.  The Debtor proposes pay the note monthly
      interest only payments at 4.25% on the balance owed.  The
      Bankruptcy Administrator estimates that the monthly payment
      will be $11,120 per month.  The Debtor does not propose any
      principal and interest payments.  The Debtor does not
      propose a maturity date for said note.

                       About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade, based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor disclosed $47,053,923 in assets and $52,548,565 in
liabilities as of the Petition Date.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LSP ENERGY: Wants Add'l Plan Exclusivity Pending Sale Process
-------------------------------------------------------------
LSP Energy Limited Partnership, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file and solicit acceptances for the proposed Plan of
Reorganization until Oct. 22, 2012, and Dec. 21, 2012,
respectively.

The Debtors in the request for a second extension explain that the
Court has entered an order approving bid procedures for the sale.
Pursuant to the Court's order, an auction of substantially all
assets of LSP was conducted.  On Aug. 16, the Debtors sought the
entry of an order authorizing and approving the sale to the high
bidder and high back-up bidder.  A hearing is scheduled for
Sept. 20, 2012, at 10:30 a.m. to consider approval of the proposed
sale.

In the event the Court approves the proposed sale, the Debtors
anticipate filing a plan within a few weeks after the approval.

The Debtors exclusive periods will expire on Sept. 7, and Nov. 6,
absent an extension.

A hearing on Sept. 20 at 10:30 a.m. has been set.  Objections, if
any, are due Sept. 7, at 4 p.m.

                         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.


MAIDEN HOLDINGS: S&P Gives 'BB' Rating on $150MM Preferred Stock
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' preferred
stock rating to Maiden Holdings Ltd.'s $150 million series A
noncumulative perpetual preferred issue. "At the same time, we
affirmed our 'BBB-' counterparty credit ratings on Maiden Holdings
and Maiden Holdings North America, Ltd. (US) and our 'BBB+'
counterparty credit and financial strength ratings on its core
operating subsidiaries, Maiden Reinsurance Co., Maiden Specialty
Insurance Co., and Maiden Insurance Co. Ltd. (Bermuda)
(collectively, Maiden). The outlook is stable," S&P said.

                            Rationale

"We expect Maiden to use the proceeds from the series A
noncumulative preferred stock offering for general corporate
purposes and share repurchases. We believe that redemption of the
outstanding junior subordinated debt is unlikely until January
2014, when redemption no longer requires payment of a 14% premium.
We expect that Maiden would conduct such redemption in a manner
that would not materially reduce the company's capital base," S&P
said.

"The rating affirmation is based on the group's good competitive
position, the low volatility of its underwriting results, and its
good capital position, based on our prospective view of capital
adequacy built through future retained earnings and moderating
premium growth. However, we believe that the potential conflicts
of interest and customer concentrations created through related-
party transactions among Maiden, its founding shareholders,
AmTrust Financial Services Inc. (not rated), and American Capital
Acquisition Corp. (ACAC; not rated) offset some of the rating
strengths," S&P said.

"We believe that the preferred stock will increase the group's
financial leverage and decrease its fixed-charge coverage ratios,
but we expect these metrics to remain consistent with our
ratings," S&P said.

"Maiden's net income for the first six months of 2012 was $35
million. The combined ratio was 98.7%, representing the results
from Maiden's book of primarily working layer reinsurance with
relatively small amounts of atastrophe exposure," S&P said.

                              Outlook

"The stable outlook reflects our expectation that Maiden will
maintain its good competitive position during the next few years
as it gradually expands its footprint. Because of the substantial
portion of premiums earned from AmTrust and ACAC, Maiden's
prospective operating performance is substantially influenced by
AmTrust's and ACAC's underwriting performance," S&P said.

"We expect Maiden's operating performance to remain less volatile
than those of its Bermuda-based peers that provide higher excess
limits and property catastrophe coverage. We expect the company to
produce a combined ratio of 96% to 98% and a return on revenue of
6% to 8% during the next couple of years. Because we expect
industry loss cost trends in Maiden's long-tail casualty business
to remain high, future underwriting performance could be
challenged. We expect the company will improve its capital
adequacy in 2012 and 2013 through future retained earnings and
moderating premium growth and that any redemption of the company's
junior subordinated debt would not conducted in a way that
materially reduces the company's capital base. We also expect
financial leverage to remain less than 35% and interest coverage
to be at least 2.0x to 3.0x over the next two years," S&P said.

"We are unlikely to raise the ratings in the next 24 months,
particularly because of client concentration, potential for
conflicts of interest, headwinds affecting underwriting results,
and our view of the extended timeframe required for the company to
build its competitive position and capital base. On the other
hand, we could lower the ratings as a result of deterioration in
operating performance (including a full-year 2012 combined ratio
materially exceeding 100%), increased volatility in underwriting
results, adverse loss-reserve development, failure to improve
capital adequacy commensurately with the ratings, any new
unfavorable related-party transactions, or any significant adverse
changes to Maiden's risk profile," S&P said.

Ratings List
Ratings Affirmed

Maiden Holdings Ltd.
Maiden Holdings North America, Ltd. (US)
Counterparty Credit Rating
  Local Currency                        BBB-/Stable/--

Maiden Insurance Co. Ltd. (Bermuda)
Maiden Specialty Insurance Co.
Maiden Reinsurance Co.
Counterparty Credit Rating
  Local Currency                        BBB+/Stable/--
Financial Strength Rating
  Local Currency                        BBB+/Stable/--

Maiden Holdings North America, Ltd. (US)
Senior Unsecured                       BBB-

New Rating

Maiden Holdings Ltd.
Preferred Stock                        BB


MEDIA GENERAL: S&P Keeps 'CCC+' Issuer Credit Rating
----------------------------------------------------
Richmond, Va.-based media company Media General Inc.'s ratings
remain on CreditWatch with positive implications, where Standard &
Poor's Ratings Services placed them on May 18, 2012. "The
CreditWatch placement reflects the announcement that the company
sold the majority of its newspapers and refinanced its existing
bank debt due in March 2013. The company is still attempting to
sell the 'Tampa Tribune' and its associated print properties. We
believe the sale of the remaining newspaper operations coupled
with cost-cutting measures would improve the company's cash flow
and liquidity," S&P said.

"Although the company reduced headcount at the 'Tampa Tribune'
toward the end of 2011, we still expect the paper to lose money in
2012 and believe that future cost cuts will likely be insufficient
to offset revenue declines over the long term. Even though the
sale of most of the company's newspapers improves Media General's
business risk profile, leverage remains very high, at roughly 7x
as of June 24, 2012, pro forma for debt Media General repaid
following the end of the quarter. Leverage would be even higher if
we included the discontinued newspaper operations, which we
believe generate negative EBITDA," S&P said.

"We expect TV broadcast revenue to rise by 30 to 40 percent in the
second half of the year because of higher retransmission, Olympic
advertising, and political advertising revenue. Despite the
potential for continued revenue declines at the 'Tampa Tribune,'
we expect losses to narrow, at least temporarily, because of
reductions in headcount. In the second quarter of 2012, Media
General's revenue and EBITDA, excluding the 'Tampa Tribune',
increased 17% and 67%, respectively, on a 4% increase in core
advertising revenue and robust growth in political and
retransmission revenue," S&P said.

"We expect cash interest, capital spending, and pension funding
obligations to consume the majority of the company's EBITDA in
2012 and discretionary cash flow to turn negative in 2013 because
of lower election advertising. We also expect EBITDA coverage of
cash interest to be thin in 2013 and the company to need to draw
down its revolver or cash balances to cover its fixed charges and
pension contribution requirements. As of June 24, 2012 the company
had $16.7 million of cash. Following the end of the quarter, the
company sold the majority of its papers for $142 million in cash
and repaid $99 million of debt," S&P said.

                           CreditWatch

"We could raise the ratings by one notch, to 'B-', if Media
General completes the sale of the 'Tampa Tribune' while
maintaining 'adequate' liquidity in both election and nonelection
years. In concluding our CreditWatch review, we will also evaluate
the company's revised business and financial strategies," S&P
said.


MORRIS BROWN COLLEGE: Files for Chapter 11 in Atlanta
-----------------------------------------------------
Morris Brown College, a black college founded in 1881, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
12-71188) on Aug. 25 in Atlanta to stop foreclosure of a
$13 million mortgage.

Morris Brown College has survived two World Wars, the Great
Depression, segregation and the conflicts in Korea and Vietnam.

But despite its best efforts, Morris Brown was denied
accreditation from the Commission on Colleges of the Southern
Association of Colleges and Schools in December of 2002 -- largely
due to its former management team's efforts to meet the College's
financial obligations, which ultimately resulted in financial
management, Dr. Stanley Pritchett, president of the College, said
in a court filing.

According to Mr. Pritchett, without its accreditation, Morris
Brown College does not qualify for federal funding and, thus, its
student body is ineligible for federal financial aid, resulting in
a drastic reduction in the College's enrollment, cash flow and
programmatic offerings.

Over the past year, Morris Brown College has engaged in
significant and extensive discussions with Transnational
Association of Christian Colleges and Schools ("TRACS") in an
effort to obtain accreditation and has met the vast majority of
the requirements for that accreditation.  Most importantly, prior
to obtaining accreditation, Morris Brown must demonstrate its
financial stability.  Accordingly, through its discussions with
TRACS and negotiations with various large creditors, Morris Brown
College has been able to successfully resolve a significant amount
of its outstanding debts.

Morris Brown College anticipates that upon reorganization of its
financial condition, it could achieve candidacy leading to full
accreditation through TRACS within six to 12 months of its
emergence from Chapter 11 (reaching candidacy entitles students to
receive financial aid).

                        $13 Million Debt

The Debtor estimated assets and liabilities of $10 million to
$50 million as of the Chapter 11 filing.

A large portion of Morris Brown College's main campus and several
of its facilities are located on real estate that was granted to
Morris Brown College by Clark-Atlanta University.  Morris Brown
College is entitled to retain this real estate so long as Morris
Brown College remains in operation.


In addition, several of its campus lots are encumbered by long-
term bond debt totaling approximately $13 million.  Presently, the
bond holder is proceeding with litigation against Morris Brown
College and is attempting to foreclose its interest in these lots.

The Debtor also owes employee salary and accrued benefits
obligations.  Prior to initiating the Chapter 11 case, Morris
Brown College was unable to meet its ongoing payroll obligations
with its staff and faculty.

                        First Day Motions

The Debtor on the petition date filed motions to, among other
things, pay prepetition wages and benefits, continue
administrating its student programs, pay prepetition and
postpetition amounts owed under insurance policies.

Morris Brown also filed applications to employ Dilworth Paxson LLP
as lead counsel; The Moore Law Group, LLC, as local counsel; and
BDO USA, LLP as auditors.

The Debtor filed for Chapter 11 protection to achieve these
outcomes: (1) relief from and resolution of outstanding bond and
other significant creditor obligations, (2) financial stability
sufficient to meet the requirements of TRACS and obtain
accreditation, and (3) a court-approved plan with these elements
that will attract donor support.


MTS GOLF: Gordon Silver Approved as Bankruptcy Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
MTS Land, LLC, et al., to employ Gordon Silver as bankruptcy
counsel.

Prepetition, the Debtors paid GS $145,210 for prepetition
services. GS is holding in retainer of $26,917 on behalf of MTS
Land, LLC and a retainer of $14,397 on behalf of MTS Golf, LLC,
for a total retainer amount of $41,314.

The hourly rates of GS' personnel are:

          Paraprofessionals       $135 - $185
          Associates              $190 - $360
          Shareholders            $485 - $725

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

                About MTS Land LLC and MTS Golf LLC

MTS Land LLC and MTS Golf LLC own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented in the case by Snell & Wilmer
L.L.P.


NANA DEVELOPMENT: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on NANA Development Corp. on
CreditWatch with negative implications. "This means we could lower
or affirm the ratings following the completion of our review," S&P
said.

The CreditWatch placement primarily reflects S&P's view of greater
prospects for diminished covenant headroom under its secured total
leverage covenant and also S&P's decision to review potential
challenges including:

-- The near-term risk of potentially lower zinc prices on the
    committed royalty income from Red Dog Mine (a zinc and lead
    mine located in northwestern Alaska, which S&P understands has
    one of the world's largest proven zinc reserves;

-- Diminishing gross margins as result of higher competition in
    its federal contracted services; and

-- Lower-than-anticipated new construction in its oilfield and
    mining segment in Alaska.

"We estimate that the covenant headroom could decline to less than
10% by the end of fiscal 2013 (ending Sept. 30) and beyond because
of the meaningful tightening of this covenant to 2.75x on Sept.
30, 2013, from 3.5x on March 31, 2013, and 3.75x currently. We are
therefore lowering our assessment of NANA's liquidity to 'less
than adequate' from 'adequate,' as defined in our criteria," S&P
said.

"NANA is a wholly owned subsidiary and the operating company of
NANA Regional Corp. (NRC) with more than $1.7 billion in annual
revenues for 2011. The ratings reflect our view of the company's
'aggressive' financial risk profile and 'weak' business risk
profile," S&P said.

"Our weak business risk profile assessment incorporates NANA's
reliance on government spending and royalties from third parties,"
said Standard & Poor's credit analyst Nishit Madlani. "NANA
operates service-based businesses in four segments: contract
services (62% of revenue, year-to-date June 30, 2012),
professional and management services (15%), oilfield and mining
support (22%), and hospitality and tourism services. Although its
business lines maintain some diversity, we believe the company
will continue to rely on government spending budgets, which may
face funding cuts, for the majority of its revenues."

"We view NANA's financial risk profile as aggressive. For the
current rating we assume NANA's credit metrics will include
leverage at 4x-5x and funds from operations (FFO) to total debt at
10%-15% over the next two years," S&P said.

"We now view NANA's liquidity as less than adequate, as defined in
our criteria. We estimate that the headroom under its secured
total leverage covenant could decline to less than 10% by the end
of fiscal 2013 and beyond because of the meaningful tightening of
this covenant. We believe net sources would remain positive, even
if EBITDA declines by 15%," S&P said.

"We still consider that its sources of liquidity will cover uses
by over 1.2x over the next 12 months. The less-than-adequate
qualifier reflects the company's tight headroom under its
financial covenants and a potential mismatch between near-term
maturities including debt amortization (roughly $25 million) and
free cash flow generation," S&P said.

"We will seek to resolve or update the CreditWatch listing within
90 days. Our review will focus on NANA's ability to comply with or
satisfactorily amend its existing financial covenants under its
credit agreement, as well as evaluating its business risks," S&P
said.

"We could lower the rating if NANA fails to strengthen its
liquidity over the next quarter, either through improved cash flow
generation prospects or by renegotiating the covenant
requirements. A lower rating could also result from further
meaningful margin compression in its contracted services, a sharp
fall in zinc prices leading to weaker cash flow prospects, and a
potentially higher drawdown on its revolver to pay down debt
amortization," S&P said.

"We could affirm the ratings and assign a stable outlook if we
believe the headroom on the secured total leverage covenant is
likely to improve toward 15% over the next 12 months. This could
occur through a covenant renegotiation and maintaining credit
measures that are consistent with the current rating, assuming
modest growth in its businesses and its estimated committed
royalty income from Red Dog Mine," S&P said.

"Although unlikely over the near term, we could consider a one-
notch upgrade if the covenant headroom improves meaningfully, FFO
to total debt improves to more than 15%, and leverage remains at
3.0x-3.5x on a sustained basis. This could occur if the benefits
of its GIS acquisition and cost reductions significantly improve
operating performance, and its EBITDA margin (including the
royalty income) improves to 10% on a consistent basis. For an
upgrade, we would also consider whether NANA's financial policies
support the higher rating," S&P said.


NBC ACQUISITION: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on NBC Acquisition Corp. because, as part of the
company's restructuring and emergence from bankruptcy on June 29,
2012, this entity no longer holds any debt.

"At the same time, we withdrew the 'D' corporate credit rating on
wholly owned subsidiary, Nebraska Book Co. Inc., at company's
request," S&P said.


NORTHAMPTON GENERATING: Hearing on Extension Set for Sept. 11
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina will convene a hearing on Sept. 11, 2012, at 9:30 a.m.,
to consider Northampton Generating Company, L.P.'s request for
exclusivity extensions.

The Debtor, in its fourth motion, asked that the Court further
extend its exclusive periods to file the proposed chapter 11 plan
from Sept. 14, until Oct. 15; and extend the solicitation period
from Nov. 13, until Dec. 14.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

Northampton is asking that the period of exclusivity be extended
to Sept. 14 and the time to solicit support extended to Nov. 13.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
this case.


NORTHSTAR AEROSPACE: Obtained DIP Financing Maturity Extension
--------------------------------------------------------------
BankruptcyData.com reports that Northstar Aerospace said in a
company news release that it has obtained an amendment to its DIP
financing with its senior and junior DIP lenders to extend the
maturity date of the financing to Aug. 24, 2012.  As previously
reported, on July 3, 2012 Northstar received final approval to
obtain $22 million in debtor-in-possession financing from the
Debtors' existing senior bank group and a $7 million junior loan
from Boeing Capital Loan Corp.

                       About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.


NOVA CHEMICALS: S&P Raises Corporate Credit Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on NOVA Chemicals Corp. to 'BB+' from 'BB'. The
outlook is stable.

"At the same time, Standard & Poor's revised its issue-level
rating on the company's senior unsecured debt to 'BB+' from 'BB'.
We also revised the recovery rating on the debt to '3' from '4'. A
'3' recovery rating indicates our expectation of meaningful (50%-
70%) recovery in the event of default," S&P said.

"The upgrade on NOVA Chemicals reflects our view of the company's
improving cost position, leverage metrics, and expected good cash
flow generation in the near term," S&P said.

                           Rationale

"The ratings on NOVA Chemicals reflect what Standard & Poor's
views as the company's weak business risk profile and intermediate
financial risk profile. The company is a commodity chemicals
producer with pricing volatility, and limited operational and
product diversity. These weaknesses are counterbalanced, in our
opinion, by NOVA Chemicals' cost-competitive olefins/polyolefins
business, which generates good cash flow through the cycle,
improving leverage, and parental support from International
Petroleum Investment Co. (IPIC; AA/Stable/A-1+)," S&P said.

"NOVA Chemicals produces commodity chemicals and plastics used in
consumer, industrial, and packaging products. The company has an
annual production capacity of 6,600 million pounds of ethylene and
3,720 million pounds of polyethylene. Currently, it produces a
small amount of performance styrenics; however, the company has
signed a letter of intent to sell the unit and we expect the deal
to close shortly," S&P said.

"The company operates in the commodity chemicals sector, which we
consider to be highly cyclical, competitive, and prone to price
volatility. There has been a structural shift in the cost
competitiveness of the North American petrochemical industry given
the increased amount of shale gas. Overall, we expect North
American producers to remain cost competitive globally given that
European ethylene production is oil-based and, as such, considered
high cost. Furthermore, the company is in the process of revamping
its Corunna, Ont., cracker to use up to 100% natural gas liquids.
Once completed in 2014, Standard & Poor's expects there to be
substantial improvement in the facility's operating margins.
Historically, this facility has operated using oil as feed stock
and has generated weak cash flows," S&P said.

"NOVA Chemicals' Joffre, Alta., facility has benefited from low
feedstock costs and has had a less pronounced cost advantage over
its U.S. Gulf Coast competitors as shale gas plays have emerged.
While the company has entered into several agreements to increase
ethane supply at the Joffre facility, we view these additional
volumes to be at somewhat higher costs than historical contracts.
We continue to believe that NOVA Chemicals' core
olefins/polyolefins business will have a competitive cost
advantage in the long term. The business unit has a history of
good cash flow generation and, on average, has generated close to
US$650 million in EBITDA per year in the past five years," S&P
said.

"Our rating on NOVA Chemicals factors in a one-notch upgrade for
IPIC ownership. The company is the only 100%-owned plastics and
chemicals producer in the IPIC investment portfolio. The
importance of the NOVA Chemicals acquisition is evident from
IPIC's long-term strategy of developing investments in the
petrochemical industry and potential for sharing technologies
among other chemical companies in its investment portfolio. In
2009, IPIC demonstrated its support of NOVA Chemicals by providing
financial support. Although we expect NOVA Chemicals to pay
dividends to IPIC we expect these dividends to be paid with free
cash flows and not through issuance of additional debt. There is
the possibility of integrating the NOVA business with Borealis
Infrastructure (which is majority-owned by IPIC) in the long run,
and Borealis has an option to take a 24% equity interest in NOVA
Chemicals. Additional notching is possible if we see concrete
evidence of support including operational integration into IPIC's
portfolio of chemical assets," S&P said.

Standard & Poor's considers NOVA Chemicals' financial risk profile
as intermediate. The company repaid US$400 million in unsecured
notes in January 2012, bringing S&P's adjusted debt to US$1.98
billion. S&P's adjustments to debt include an additional US$613
million for operating leases, underfunded pension obligations, and
asset retirement obligations. Lower adjusted debt, combined with
strong EBITDA generation in the first half of 2012, has led to
S&P's adjusted debt to EBITDA (leverage) ratio of about 1.5x.
Looking forward, S&P based its model on these:

     -- Two billion pounds (lbs) of ethylene and 3.3 billion lbs
        of polyethylene shipped in 2012; we expect polyethylene
        shipments to increase into 2014 in line with economic
        growth.

     -- Low, single-digit revenue growth in 2012 and a 2% decline
        in 2013.

     -- EBITDA margins slightly below 25% in 2012 and 2013.

     -- Capital expenditures to reach US$330 million in 2012 and
        increase further in the two proceeding years.

"Given the volatile nature of commodity chemicals, we tend to view
leverage and EBITDA generation on a through-the-cycle basis and,
based on this US$700 million-US$800 million range, we believe
leverage will be in the 2.5x area. We do not expect the company to
reduce debt further in the near term. Cash flow protection levels,
as measured by funds from operations to debt, also have improved
to about 50% as of June 30, 2012, and are likely to remain high,"
S&P said.

                             Liquidity

"Standard & Poor's considers NOVA Chemicals' liquidity as strong
based on our criteria. We expect the sources-to-uses ratio to be
well over 2x in the next three years and sources to maintain
positive liquidity even if there were a 30% decline in EBITDA from
our expected levels. The company has a current cash position of
US$953 million and US$548 million available under its various
credit facilities. It is compliant with covenants under its credit
facilities and receivable securitization program and we expect it
to remain so in the near future. Liquidity will likely improve
further in 2012 as the company generates good free cash from
operations. We expect capital expenditure to be higher in the next
three years as the company upgrades its Corunna facility to use
natural gas liquids as a feedstock and funds all capital
expenditure through internally generated funds," S&P said.

                              Outlook

"The stable outlook reflects Standard & Poor's view that the
company's leverage has improved and is likely to generate strong
cash flows in 2012 on good market conditions and pricing for
ethylene and polyethylene. The outlook also reflects our view that
IPIC will invest the majority of NOVA Chemicals' cash generation
back into the business rather than take dividends," S&P said.

"While we do not expect the company to reduce debt further in the
near term, we expect Standard & Poor's adjusted leverage to remain
below 2.5x in 2012. An upgrade in the near term is unlikely given
the company's weak business risk profile; however, it would
require modest financial risk profile on a sustained basis," S&P
said.

"Alternatively, we could lower the ratings on the company if
market conditions quickly deteriorate due to an economic slowdown;
if the Joffre plant production reduces significantly due to lower
ethane supply, leading to Standard & Poor's adjusted leverage of
above 3x; or if we view that IPIC has changed its parental support
or financial policy toward NOVA Chemicals," S&P said.

Ratings List
NOVA Chemicals Corp.
Ratings Raised/Recovery Rating Revised
                         To              From
Corporate credit rating  BB+/Stable/--   BB/Positive/--
Senior unsecured debt    BB+             BB
Recovery rating         3               4


NUSTAR LOGISTICS: Fitch Lowers Rating on Sr. Unsec. Debt to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has downgraded the ratings of NuStar Logistics, L.P.
(Logistics) and NuStar Pipe Line Operating Partnership, L.P.
(NPOP), the operating partnerships of NuStar Energy L.P. (NuStar),
which is a publicly traded master limited partnership (MLP).  The
rating Outlooks for Logistics and NPOP are revised to Stable from
Negative.

Fitch has taken the following rating actions:

Logistics

  -- Long-term Issuer Default Rating (IDR) downgraded to 'BB+'
     from 'BBB-';
  -- Senior unsecured debt downgraded to 'BB+' from 'BBB-'.

NPOP

  -- Long-term IDR downgraded to 'BB+' from 'BBB-';
  -- Senior unsecured debt downgraded to 'BB+' from 'BBB-'.

Approximately $1.6 billion of senior unsecured debt at the
combined partnerships is affected by today's rating actions.

The downgrade to 'BB+' reflects expectations for leverage to be
above Fitch's prior forecasts.  For the LTM ending 2Q'12, leverage
(defined as debt adjusted for construction funds held in escrow to
adjusted EBITDA) was 6.2x and Fitch had previously forecasted 2012
year-end leverage to be approximately 4.3x.  Fitch revised
forecast is 4.6x which includes the benefits to NuStar's balance
sheet with the pending asphalt joint venture.  Fitch does not
expect leverage to drop to approximately 4.3x until the end of
2013.

Ratings concerns center on high leverage metrics, the potential
for accelerated acquisitions or increases of capital expenditures
to make up for the impaired growth prospects associated with the
asphalt business, and to a lesser degree, customer concentration
from Valero Energy Corp. (IDR 'BBB' with a Stable Outlook by
Fitch).  Fitch would be concerned if the sale of the 50% stake in
the asphalt joint venture did not occur, since it would likely
result in higher debt.

Factors which support the rating are NuStar's strong base of
primarily fee-based and regulated pipeline, terminalling and
storage assets which accounted for 80% of segment EBITDA in 2011,
expectations for growth in EBITDA in 2013 for all three segments,
and sizeable and geographically diverse assets.  The planned joint
venture for its asphalt operations will reduce working capital
requirements for NuStar and should improve liquidity.

Logistics and NPOP are wholly owned subsidiaries of NuStar.
NuStar guarantees the debt of Logistics and NPOP, and the debt
instruments for the two operating partnerships have cross defaults
and cross guarantees which closely link the ratings.

Asphalt Operations

NuStar's asphalt operations have been generating significant
losses.  The company plans to move the assets into a joint venture
and sell a 50% stake. This is expected to reduce the MLP's
volatility since the asphalt operations do not generate steady
cash flows.  This will also significantly reduce NuStar's working
capital needs since the capital requirements for asphalt are
significant.

NuStar will provide the joint venture with an unsecured revolving
credit facility for working capital and other general corporate
purposes for up to $250 million.  This will be subordinated to the
asset backed loan that the joint venture will establish as its
main line of liquidity.  Funds from NuStar's loan to the joint
venture will be used to fund approximately one-third of the joint
venture's working capital requirements.  NuStar will also provide
guarantees or credit support for up to $150 million of operating
contracts assumed by the joint venture.

Liquidity

As of June 30, 2012 NuStar had $34 million of cash on the balance
sheet.  In addition, it had $668 million of availability on its
$1.5 billion revolver.  Revolver availability was due to an
amendment which increased the maximum leverage ratio from 5.5x to
6.5x as of 2Q'12.

The company's $1.5 billion revolving credit facility expires in
2017.  This facility was established in May 2012 and replaced a
$1.2 billion revolver.  Before the end of 2Q'12, NuStar had to
obtain a waiver from lenders for a financial covenant which capped
leverage (as defined in the bank agreement) at 5.5x.  Leverage is
to be no greater than 5.0x except for 2Q of each year when it is
allowed to rise to 5.5x due to the seasonality of working capital
requirements of the asphalt operations.  Lenders consented to a
maximum leverage of 6.5x at the end of 2Q'12 and the actual result
for the bank's leverage calculation was 6.0x.

For 3Q'12, the maximum leverage ratio was increased to 6.0x and in
4Q and beyond, it is 5.0x (except for 2Q of any year).  If the
asphalt operations are sold, leverage cannot exceed 5.0x at the
end of each quarter.  If NuStar makes acquisitions which exceed
$50 million, the bank defined leverage ratio increases to 5.5x
from 5.0x for two consecutive quarters.

In July 2012, $100 million of notes matured. In December 2012, the
21 million UK 6.65% term loan is due.  In 2013, $230 million of
notes are due in March and $250 million are due in June.

Capital Expenditures

Capital expenditures have been increasing.  In 2011, capex was
$336 million. NuStar has stated that in 2012, strategic capex is
to be in the range of $425 million to $475 million and reliability
capex is to be $45 million to $50 million.  Fitch expects capital
expenditures to remain significant as the MLP seeks to grow its
storage and terminal operations.

What Could Trigger A Rating Action

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

  -- Significant leverage reduction.  Should leverage fall below
     4.0x for a sustained period of time, Fitch may take positive
     rating action.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

  -- Failure to close on the sale of the 50% stake in the asphalt
     joint venture;
  -- Further deterioration of EBITDA;
  -- Significant increases in capital spending or acquisitions
     which have negative consequences for the credit profile;
  -- Increased leverage beyond 5.0x for a sustained period of
     time.


OCEANSIDE YACHT: No Unsecured Creditors' Committee Formed
---------------------------------------------------------
The Bankruptcy Administrator for the Eastern District of North
Carolina notifies that U.S. Bankruptcy Court that it was unable to
organize and recommend to the Court the appointment of a committee
of creditors holding unsecured claims against Oceanside Yacht Club
Development, Inc.  The Bankruptcy Administrator explains that
there are insufficient indications of willingness to serve on a
committee.

              About Oceanside Yacht Club Development

Oceanside Yacht Club Development, Inc., fdba Shores Development
Inc., owns 32 boat slips at a marina known as The Shores at
Spooners Creek, located in Morehead City, Carteret County, North
Carolina.  The slips are available for sale or rental on a month-
to-month basis.  Oceanside Yacht Club filed for Chapter 11
bankruptcy (Bankr. E.D.N.C. Case No. 12-04824) on July 2, 2012.
It scheduled $23,979,592 in assets and $30,227,643 in liabilities.

Judge Stephani W. Humrickhouse oversees the Debtor's case.  Laurie
B. Biggs, Esq., and Trawick H. Stubbs, Jr., Esq., at Stubbs &
Perdue, P.A., serve as Chapter 11 counsel.


OUTSOURCE HOLDINGS: Forshey Boasts of Precedent 363 Sale of Bank
----------------------------------------------------------------
Sometimes creditors don't see eye to eye, but when an over-
leveraged Texas bank needed creditor consensus, Forshey Prostok
saw a way to start the bank -- and its holding company -- on the
road to recovery.

In a case filed earlier this year, Outsource Holdings Inc., a bank
holding company, took the extraordinary step of filing Chapter 11
for one of its subsidiaries, Jefferson Bank.  Spearheaded by
Forshey Prostok, a Fort Worth-based bankruptcy law boutique, the
case marked the first time a bank holding company had sought
Chapter 11 protection in Texas, and only the second time it had
been done in the country.

According to Jeff Prostok, a founding partner in Forshey Prostok,
a bid to purchase Jefferson Bank had been on the table.  Although
the sale would keep the bank from going under, the purchase terms
weren't satisfying the demands of the holding company's creditors.
Without gaining the creditors' agreement quickly, however, there
was no doubt the bank would soon be insolvent and turned over to
the FDIC.

"We chose to file a motion for a Section 363 sale, which under the
Bankruptcy Code would allow a sale to occur," Prostok said.

"Because of the banking industry's strict regulatory environment,
it was a virtually unheard of decision for a bank holding company
to make.  Bankruptcy doesn't protect the bank against regulatory
action, but in this case, Outsource Holdings had no alternative
except to make a decisive move to protect its interests and
maximize its value for creditors.

"In this case, it was the right decision.  When no other
prospective buyers submitted bids after the bank had been turned
over to a third-party trustee, the court ruled that the pre-
existing bid was fair and, in fact, the best alternative for
Jefferson Bank and its creditors, given the realities of the
situation.

"In the end, everybody came out ahead.  The bank is still in
business, the employees kept their jobs, and the FDIC never got
involved," Prostok said.  "What's more, the Outsource Holdings
case has helped pave the way for other bank holding companies to
use a 363 sale as a tool for restructuring, rather than
liquidating, a subsidiary in crisis."

                     About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset was its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 11-41938) on April 3, 2011.  Jeff P.
Prostok, Esq., at Forshey & Prostok, L.L.P., in Fort Worth, Tex.,
serves as Outsource Holdings' bankruptcy counsel.  The Debtor also
tapped Commerce Street Capital, LLP, as investment banker and
financial advisor, Fenimore, Kay, Harrison & Ford, LLP as special
transaction and regulatory counsel.  The Debtor disclosed
$10,571,121 in assets and $13,887,431 in liabilities as of the
Chapter 11 filing.

Anthony J. Pacchia was appointed as Chapter 11 examiner in the
Debtor's case.  The examiner tapped Cole, Schotz, Meisel, Forman &
Leonard, P.A., as counsel and Traxi, LLC, as financial advisors.

No creditors' committee has been appointed in the case.


OXLEY DEVELOPMENT: Meeting of Creditors Set for Sept. 19
--------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Oxley Development Company, LLC's Chapter 11 case on Sept. 19,
2012, at 10 a.m.  The meeting will be held at Hearing Room 367,
Atlanta.

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 Oxley Development

Oxley Development Company, LLC, filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-69799) in Atlanta Aug. 6, 2012.

Oxley Development owns the Laurel Bluff and Lauren Island, in
Camden County, Georgia.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101(51B), estimated assets of at least
$100 million and debts under $100 million.

This is not the first time Oxley has sought bankruptcy protection.
In October 2011, Oxley filed a Chapter 11 petition in Brunswick
(Bankr. S.D. Ga. Case No. 11-21338).  But the case was dismissed
at the behest of the U.S. Trustee.  The bankruptcy judge in May
granted relief from stay to German American Capital Corporation,
allowing the creditor to pursue its state law remedies in
connection with the Debtor's real property.

William S. Orange, III, Attorney at Law, represented the Debtor in
the prior Chapter 11 case.  In the new case, the Debtor is
represented by Paul Reece Marr P.C.

Creditor German American Capital Corp. is represented in the case
by Paul Baisier, Esq., and Shuman Sohrn, Esq., at Seyfarth Shaw
LLP.


PARK LANE: Case Summary & Unsecured Creditor
--------------------------------------------
Debtor: Park Lane I LLC
        460 Park Avenue, 13th Floor
        New York, NY 10022

Bankruptcy Case No.: 12-13624

Chapter 11 Petition Date: August 23, 2012

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

Judge: James M. Peck

About the Debtor: The Debtor owns real estate located at the
                  Cliffs at Ricky Ridge (3325 Ridge Manor Drive
                  and 3239 Westbrook Drive, Birmingham, Alabama)
                  and Overlook at Homewood (915 Valley Ridge
                  Drive, Birmingham).

                  Park Lane I LLC, along with affiliates,
                  previously sought Chapter 11 protection on April
                  28, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-
                  12635).

Debtor's Counsel: Edward E. Neiger, Esq.
                  NEIGER LLP
                  151 West 46th Street, 4th Floor
                  New York, NY 10036
                  Tel: (212) 267-7342
                  Fax: (212) 918 3427
                  E-mail: eneiger@neigerllp.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Bruno deVinck, manager.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Park Lane Lender, LLC              Property           $108,000,000
135 Crossways Park Drive, Suite 401
Woodbury, NY 11797


PATRIOT COAL: Creditors Committee Taps Kramer Levin as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Patriot Coal Corporation, et al., asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to retain Kramer Levin Naftalis & Frankel LLP as
counsel.

The hourly billing rates of Kramer Levin's personnel are:

         Partners               $675 - $1,025
         Counsel                $725 - $1,065
         Special Counsel        $700 -   $780
         Associates             $375 -   $765
         Legal Assistants       $180 -   $310

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

The firm can be reached at:

         Thomas Moers Mayer
         Adam C. Rogoff
         Gregory G. Plotko
         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         1177 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 715-9100
         Fax: (212) 715-8000

A Sept. 11, 2012, hearing at 1:30 p.m. has been set.

                        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 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.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Kenneth Hiltz Named as Chief Restructuring Officer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Patriot Coal Corporation, et al., to employ AP
Services, LLC; and designate Kenneth A. Hiltz as chief
restructuring officer as of July 17, 2012.

                        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 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.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Shareholders Seek Official Equity Committee
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that three shareholders of Patriot Coal Corp. is asking
the bankruptcy court to order the appointment of an official
committee to represent equity holders.

The shareholders, according to the report, argue that Patriot has
significant off balance sheet assets that could result in a
"meaningful recovery to equity." The shareholders include
CompassPoint Partners LP.  They say Patriot has $1.4 billion in
tax-loss carry forwards that have value not on the balance sheet.
Patriot had about $500 million in shareholders' equity on the
balance sheet before bankruptcy, they said.

The report relates that the shareholders contend that value could
be generated by filing fraudulent-transfer lawsuits against former
owners responsible for the spinoff that left Patriot with legacy
liabilities.  To generate value for equity, the shareholders
contend that $1.4 billion in post-retirement obligations aren't
debts owing by the parent Patriot.  In their view, reorganization
could be structured to avoid liability at the parent level, thus
leaving value for shareholders.

The Bloomberg report notes that a hearing date for the equity
committee motion hasn't been set as of this morning.  Whether the
bankruptcy judge in Manhattan rules on the issue is yet to be
seen.  Several creditors have a motion on the Sept. 11 calendar
seeking to transfer the case to West Virginia, where Patriot has
eight of its 12 mines.

                        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 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.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PEMCO WORLD: Ex-Worker Files Class Suit Over Abrupt Layoffs
-----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a former employee of
Pemco World Air Services Inc. asked a Delaware bankruptcy judge
Thursday to vacate the sale order for the aircraft-maintenance
company, claiming the notice that announced a change in buyers
failed to give workers adequate notice of the planned layoff of
nearly 500 workers.

Bankruptcy Law360 says Ethan Willock filed a putative class action
Aug. 3, the day he and some 490 other employees at Pemco's Florida
headquarters were let go.

                   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.


PENN CAMERA: Assets Sold, Chapter 11 Being Dismissed
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that assets having been sold early this year, the Chapter
11 reorganization for Penn Camera Exchange Inc. will be dismissed
as the result of a ruling last week from the U.S. Bankruptcy
Court in Greenbelt, Maryland.

According to the report, the camera-equipment retailer was
authorized in February to sell the assets to Calumet Photographic
Inc. for $250,000 cash and a $250,000 note.  In addition, the
buyer assumed as much as $100,000 in liabilities.  The purchased
assets included leases for three stores.

The report relates that the company and the official creditors'
committee realized that there wouldn't be enough cash left after
the secured creditor was paid in full to cover full payment on
claims entitled to priority, including expenses of the Chapter 11
effort.  Consequently, the bankruptcy judge signed an order last
week authorizing the company to pay priority claims, in the order
of priority, until cash runs out.  Then, the Chapter 11 case will
be dismissed.  The company estimated that $713,000 would remain to
cover $1.2 million in priority claims.

                    About Penn Camera Exchange

Founded in 1953, Penn Camera Exchange, Inc. --
http://www.penncameras.com/-- was known for its wide selection of
photography equipment, classes and technicians.  Based in
Beltsville, Maryland, Penn Camera filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 12-10113) on Jan. 4, 2012.  Judge Paul
Mannes presides over the case.  Nelson C. Cohen, Esq., at
Zuckerman Spaeder LLP, serves as the Debtor's counsel.  Penn
Camera scheduled assets of $4,050,487 and liabilities of
$4,402,910.  The petition was signed by Jeffrey Zweig, president.

On Jan. 9, 2012, the United States Trustee appointed an official
committee of unsecured creditors.  Michael J. Lichtenstein, Esq.,
at Shulman, Rodgers, Gandal, Pordy & Ecker, P.A., represents the
Committee.

Penn Camera closed five of its stores around Washington before the
Chapter 11 filing.  It sold the inventory in the remaining three
stores in bankruptcy court-sanctioned going-out-of-business sales
ran by Great American Group.  The agreement called for Great
American to receive a fee of 5% of gross inventory sales and 25%
of fixtures.

Calumet Photographic Inc. assumed the assets and leases for the
three locations for $600,000. Calumet would continue to operate
under the Penn Camera banner.  The purchase price includes
$250,000 in cash at closing and a $350,000 promissory note due in
six months. The buyer has also assumed up to $100,000 of gift card
liability.


PETROBAKKEN ENERGY: S&P Affirms 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Calgary, Alta.-based independent oil and gas exploration and
production (E&P) company PetroBakken Energy Ltd. to positive from
stable.  At the same time, Standard & Poor's affirmed its 'B'
long-term corporate credit rating on the company.  The issue and
recovery ratings on PetroBakken's unsecured notes remain unchanged
at 'CCC+' and '6'.

"The outlook revision reflects our expectation that PetroBakken's
increasing production trajectory from its Cardium play and
associated cash flow will strengthen the company's credit
measures. This improvement, if sustained, positions the company
for an upgrade in the very near term. We also believe that
PetroBakken's strong liquidity, through a combination of improved
cash flows, asset sales and lower cash dividends, will enable it
to focus on its growth strategy through 2013. Before, we had
forecast the company's production growth and associated cash flow
to be weaker (about 10%) and liquidity to be less than adequate,"
S&P said.

                             Rationale

"The ratings on PetroBakken reflect what Standard & Poor's view of
the company's 'weak' business risk profile and 'aggressive'
financial risk profile. The ratings also reflect our view of
PetroBakken's operations in a highly cyclical, capital-intensive,
and competitive industry; its elevated all-in costs, due to its
high finding, development, and acquisition (FD&A) costs; and
management's aggressive financial policy. We believe the strengths
associated with large exposure to light oil, which improves
profitability, and Cardium growth prospect offsets these
weaknesses somewhat," S&P said.

"PetroBakken is a midsize E&P company that operates mostly in
western Canada. About 80% of the company's reserves and production
are from the Bakken and Cardium plays, the company's key operating
areas. As of June 30, 2012, PetroBakken will have about C$1.74
billion in adjusted debt (adjustments include operating leases
[C$51 million] and asset-retirement obligations [C$150 million]),"
S&P said.

"The company's weak business risk profile reflects our view of the
highly competitive and capital intensive E&P industry and
PetroBakken's high all-in costs, which the elevated crude prices
that are supporting the company's profitability and Cardium growth
prospect offset somewhat. The company's cash flow is exposed to
the highly volatile and capital intensive oil and gas E&P
industry. In peak periods, hydrocarbon prices rise markedly and
large profits are generated. The level of profitability also
depends heavily on the cost of finding and extracting oil.
Currently, E&P companies are benefiting from high oil prices;
however, over the long term, the risk remains that oil prices
could decline, hurting companies that have high cost bases and
high maintenance capex requirements," S&P said.

"We believe PetroBakken's all-in costs are high due to its high
FD&A cost. The three-year average all-in FD&A costs of about C$37
per barrel of oil equivalent (boe) are among the least competitive
of the peer group. However, we expect the company's cash cost
structure to remain competitive, with cash operating costs
(production expenses, transportation, and general and
administrative) at about C$16.50 per boe. Therefore, PetroBakken's
full-cycle costs (combination of cash operating costs, FD&A costs,
and interest expenses) is an elevated C$52 per boe, which is high
when compared with those of its Canadian and U.S. peers. The
company, however, has realized some improvement in its unit FD&A
costs through 2011, and based on our expectation of continued
growth in Cardium, we expect its full-cycle cost profile to lower
(C$3.00-C$7.00 per boe) during the next 24 months," S&P said.

"Despite its high all-in cost structure, we believe PetroBakken
will continue to generate strong profitability at Standard &
Poor's commodity price assumptions. We expect the company to
continue to maintain its exposure to liquids (about 85%) through a
combination of crude and natural gas liquids production. Natural
gas prices in North America, which has remained depressed, will
have limited affect on PetroBakken's cash flow; we expect the
company will limit its gas exposure to 15-20% of its production
through 2013. Despite the negative pressure on Canadian crude
compared to West Texas Intermediate (WTI) prices (due to
infrastructure constraints in transporting crude) in second-
quarter 2012 and which we expect to continue through 2013, we are
comfortable with PetroBakken's ability to generate positive cash
flow at our price assumptions," S&P said.

"We expect the Cardium play to be a driving factor in
PetroBakken's growth during our forecast period; we project the
company to improve its 2013 cash flow as it achieves its
production growth. Its operations focus mostly in two resource
plays -- the Cardium and the Bakken, which together account for
about 85% of the capex budget. The free cash flow from Bakken, a
mature play, helps finance the Cardium operations. Because
PetroBakken has executed its strategy to increase production from
Cardium, and because we project for production to continue rising,
we expect the company to increase cash flow and profitability
going forward," S&P said.

"We believe PetroBakken's aggressive financial risk profile
reflects the company's high fixed charges and management's
aggressive financial policy. We expect that management will
continue to fund its cash flow shortfall through debt financing as
it has done since 2010; we do not expect them to issue equity. At
June 30, 2012, the company's credit measures are better than our
guidelines for an aggressive financial risk profile (total
adjusted debt-to-EBITDA of 2.2x and total adjusted funds from
operations -to-debt of 40%), emphasizing the current high of the
cycle price environment. However, taking into account the E&P
industry's capital-intensive nature and the company's fixed
charges, PetroBakken's 2012 (FFO minus maintenance capex and cash
dividends)-to-debt drops to 0%-5%; maintenance capex is about
C$500 million. If we exclude cash dividends, FFO minus maintenance
capex-to-debt remains at 10%-15%, which we believe is weak.
Supplementary ratios that we also focus on for the E&P industry
are debt per boe of proved reserves--the company's debt numbers
are at about C$14 per boe of proven reserves, which is high
compared with that of its 'B' category peers," S&P said.

Under its latest price scenario, and assuming the current
correlations between WTI prices and realized prices hold, S&P's
expects PetroBakken to generate EBITDAX of C$650 million to C$700
million in 2012 and C$750 million-C$800 million for 2013.  S&P
expects the company to end 2013 with its debt-to-EBITDA near 3x
and (FFO-maintenance capex)-to-debt of 0%-5%.  S&P's assumptions
include these:

  -- Standard & Poor's WTI price assumptions are US$85 per boe for
     2012, US$80 for 2013, and US$75 for 2014; Henry Hub gas price
     assumptions are $2.50 per million BTU for 2012, $3.00 for
     2013, and $3.50 for 2014.

  -- Production in 2012 and 2013 will increase 8%-12% on average
     annually with gas remaining about 15%-20% of total
     production.

  -- Unit full-cycle costs for 2012 will be unchanged from 2011
     levels, while 2013 will show some improvement.

  -- Fixed costs for 2012 include C$875 million in capex and about
     C$75 million in cash dividends. S&P forecasts 2013 capex at
     C$700 million-C$750 million at its price assumptions.

  -- S&P expects that the company will fund its cash flow
     shortfall with borrowings under the revolver.

  -- S&P assumes that the company will settle its US$300 million
     of 3.125% senior convertible bonds in cash in February 2013.

                            Liquidity

S&P belives PetroBakken has strong liquidity to cover its needs in
the next 18 months. S&P's assessment of the company's liquidity
profile incorporates these expectations and assumptions:

  -- S&P expects PetroBakken's sources of liquidity -- for
     instance, FFO and availability under its bank facility --
     to exceed its uses 1.2x during the next 12-24 months.

  -- S&P expects the company to fund its uses even if EBITDA
     dropped 30%, due to a drop in hydrocarbon prices.

  -- With the dividend reinvestment program's introduction,
     cash dividend payments for 2012 will be about C$75 million,
     compared with C$180 million in 2011.

  -- The company has adequate flexibility in its capital program
     to reduce it to its maintenance capital expenditure of C$500
     million, to preserve liquidity.

"PetroBakken had about C$1.1 billion available under its C$1.4
billion revolving facility as of June 30, 2012. The credit
facility, unlike that of other E&P companies, is not a borrowing
base facility. So during periods of weak commodity prices
PetroBakken will still have access to its full facility, unlike
other E&P companies whose borrowing base might fall," S&P said.

"The revolving facility has multiple financial covenants--3x
secured debt-to-EBITDA, 4x total debt-to-EBITDA, and a secured
debt limit of 50% of total liabilities plus total equity. The
company has plenty of room (about 55% under its tightest
covenants) under its covenants; we do not expect it to breach its
covenants in the next 12-24 months," S&P said.

                         Recovery Analysis

"We rate PetroBakken's US$900 million senior unsecured notes due
2020 'CCC+' (two notches below the corporate credit rating on the
company), with a recovery rating of '6', indicating our
expectation of negligible (0%-10%) recovery in the event of a
default," S&P said.

                             Outlook

"The positive outlook reflects Standard & Poor's expectation that
PetroBakken's positive production trajectory and stronger cash
flows positions it for an upgrade in the next 12 months. We also
expect the company to improve its unit FD&A costs as it adds
organic, drill-bit-related reserves during our forecast period.
Our forecasts assume that the company will not generate any cash
flow after funding its capital expenditures and dividends through
2013 and that the remaining convertible notes outstanding will be
settled in cash in February 2013," S&P said.

"We will likely upgrade the ratings if PetroBakken maintains its
production growth, mainly in Cardium; and demonstrate improved
FD&A costs, which would likely lower the company's cost profile.
We assume PetroBakken will maintain its balance-sheet profile and
strong liquidity through this period," S&P said.

"We would consider a downgrade if PetroBakken cannot achieve its
expected production growth, its full-cyle costs increase above
current reported levels due to operating problems, or commodity
prices drop (for instance, oil prices fall below US$65 a barrel)
such that fully adjusted debt/EBITDA would rise and stay above
4.5x. Also, aggressive financing of growth initiatives, either
acquisition or capital expenditures, that significantly increase
leverage above 4.5x without prospects for rapid deleveraging would
lead us to revisit our ratings," S&P said.

Ratings List
PetroBakken Energy Ltd.

Outlook Revised To Positive
                                    To                 From
Corporate credit rating            B/Positive/--      B/Stable/--

Rating/Recovery Rating Unchanged
Senior unsecured debt              CCC+
  Recovery rating                   6


PRATT TOWN: In the Brink of Receivership on Poor Management
-----------------------------------------------------------
Metro News reports that Kanawha County, West Virginia Commissioner
Dave Hardy said it's very disappointing to even have to consider
dissolving his hometown of Pratt.  The county commission has
instructed its attorney to look into dissolution or possible
receivership for the 107-year-old town, according to Metro News.

Metro News notes that Mr. Hardy said the county continues to
discover examples of poor management or dishonesty within the town
in eastern Kanawha County.  The commission learned there is more
than $140,000 in federal government tax liens against the town and
its water system for not paying federal tax withholding for
employees, Metro News relates.

Metro News says that Commissioner Hardy said you combine that with
other recent news of missed state retirement board payments for
Pratt employees and it points toward an uncertain future.

"We've got a huge problem there. . . . The town is insolvent,
that's obvious and I don't think under any circumstances the town
is going to come up with 140-thousand dollars in cash," the report
quoted Mr. Hardy as saying.

The report notes that Mr. Hardy added it wouldn't be fair to the
county's other 12 municipalities for the county commission to bail
Pratt out even if the county had the money in its budget.

A top priority of the county commission is to save Pratt's water
system, the report notes.

Commissioner Hardy said it's time for city leaders to come clean
and pass on any other bad financial news, the report adds.


PROSPECT STUDIOS: Counsel Can Draw Down on Prepetition Retainer
---------------------------------------------------------------
Bankruptcy Judge Arthur B. Federman approved the application filed
by the law firm of McDowell Rice Smith & Buchanan, counsel to
Prospect Studios, L.P.:

     -- for allowance of compensation for services rendered and
        for reimbursement of expenses incurred for the period of
        Feb. 13, 2012 through May 16, 2012; and

     -- to draw down on the prepetition retainer it received from
        the Debtor to pay its fees.

The Court overruled the objection of creditor CSFB 2001-CP4
GLADSTONE COMPLEX LLC.  CSFB objected to the use of the retainer
as a source of payment because CSFB asserts a perfected security
interest in the retainer.

The Debtor had provided MRS&B with a $25,000 prepetition retainer.

On May 23, 2012, MRS&B filed the Fee Application, seeking
$24,671.50 in fees for professional legal services rendered, and
$1,356.54 for actual and necessary expenses, for a total of
$26,028.04.

Counsel stated at the hearing on the Application that MRS&B will
not likely seek additional fees in the case.

CSFB asserts that the Debtor owes it approximately $8.5 million.
CSFB is a secured creditor with a Deed of Trust dated July 31,
2001, and recorded Aug. 1, 2001, on the Debtor's premises.  The
Debtor is a single asset real estate debtor as defined in 11
U.S.C. Sec. 101(51B), and essentially all of its income comes from
rents.

A copy of the Court's Aug. 24, 2012 Order is available at
http://is.gd/itPIeKfrom Leagle.com.

Prospect Studios, L.P., owns the "Prospect Studios," a 200-unit
apartment complex located at 2440 NE 68th Street in Gladstone,
Missouri.  Prospect Studios filed for Chapter 11 bankruptcy
(Bankr. W.D. Mo. Case No. 12-40548) on Feb. 16, 2012.  Judge
Arthur B. Federman presides over the case.  Jonathan A. Margolies,
Esq., at McDowell Rice Smith & Buchanan, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to $10
million in assets and debts.  The petition was signed by Susan I.
Rose, general partner.


QCA HEALTH: A.M. Best Affirms 'B' Finc'l. Strength Rating
---------------------------------------------------------
A.M. Best Co. has revised the outlook to negative from stable and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb+" of QCA Health Plan, Inc. (QCA) (Little
Rock, AR).

The revised outlook reflects QCA's lower than expected operating
trends as well as a reduction of its absolute and risk-adjusted
capital levels, which are currently considered below A.M. Best's
expectations for its current ratings.  The company experienced
deterioration in operating results through the first half of 2012,
despite management-implemented initiatives and forecasted margin
improvements.

Offsetting these factors is the implicit support QCA receives from
two of its majority owners, QualChoice of Arkansas, Inc. and The
TriZetto Group, Inc.  However, they have not infused capital in
recent years, and QCA's future access to capital remains a
concern.  A.M. Best will continue to monitor QCA's earnings trend,
capitalization and future strategic initiatives that may impact
its financial position.

A.M. Best believes future negative rating actions could occur if
QCA continues to generate unfavorable operating results causing
further decline in its absolute and risk-adjusted capital levels.
Key rating factors that could lead to positive rating actions
include a sustainable positive operating performance combined with
stronger capitalization through organic growth or via a capital
contribution.


QUICKSILVER RESOURCES: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Quicksilver Resources Inc. to stable from negative. "We also
affirmed our 'B-' corporate credit rating on the company," S&P
said.

"The outlook revision reflects our updated assessment of
Quicksilver's liquidity, following the company's receipt of a
covenant amendment from its banks, a near-term expected reduction
in Canadian letters of credit obligations, a $50 million cut in
capital expenditures for the remainder of 2012, and the assumption
of a lower capital expenditure run rate for 2013," said credit
analyst Carin Dehne-Kiley. "Our outlook revision also incorporates
the company's reduced borrowing base."

"We could lower the rating if liquidity drops below $200 million,
which would most likely occur if the company ramps up capital
spending or if its borrowing base is further reduced. We could
raise the rating if the company maintains debt-to-EBITDA below
5.25x for a sustained period, which would most likely require a
significant joint venture or MLP," S&P said.


RESIDENTIAL CAPITAL: Homeowners Want Official Committee
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that homeowners are seeking appointment of an official
committee to represent their interests in the bankruptcy
reorganization of Residential Capital LLC, the mortgage-servicing
subsidiary of non-bankrupt Ally Financial Inc.

According to the report, a lawyer representing more than 30
homeowners filed papers last week requesting an official committee
to complement the official creditors' committee.  The homeowners
contend that all members of the creditors' panel have interests
adverse to homeowners, with one exception.  The homeowners say
they and their counterparts around the country have claims against
ResCap for fraud, violation of state and federal consumer
protection laws, civil claims for violation of the Racketeer
Influenced and Corrupt Organizations Act, fraudulent foreclosure,
and servicing misconduct.

The report relates that the homeowners point out that there is
only one individual on the creditors' committee representing
homeowners, and she is unable to counter the weight of the large
financial institutions that dominate the panel.

The report notes that the committee would be representing the
interests of homeowners with debt on 2.4 million mortgages that
ResCap was servicing when the bankruptcy began.  The outstanding
principal balances on the loans totaled $374 billion at the outset
of the bankruptcy case, according to the homeowners' lawyer.

The request for a homeowners' committee is scheduled for hearing
on Sept. 27 in U.S. Bankruptcy Court in Manhattan.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESORTS DEVELOPMENT: May Abandon Chapter 11 Amid Dwindling Revenue
------------------------------------------------------------------
Lance Griffin at Dothan Eagle reports that Resorts Development
Group II LLC said it plans to abandon its attempt to reorganize
under Chapter 11 bankruptcy protection and pay back creditors
while remaining in operation.

The report notes the Company's revenue is dwindling to almost
nothing and the outlook of that ever changing becoming less
likely.

According to the report, the Company had been leasing the bingo
pavilion at Center Stage Alabama to the Houston Economic
Development Association -- which operates bingo at Center Stage --
for $100,000 per month.  However, the Alabama Attorney General's
raid of the pavilion on July 26 resulted in the confiscation of
more than 600 electronic bingo machines and around $283,000 in
cash.

The report notes Center Stage and HEDA have continued to operate
paper bingo at the pavilion, but it appears to be generating a
fraction of the revenue that had been generated through electronic
bingo.

The report adds Fred Garfield, bankruptcy attorney for RDG, has
told U.S. Bankruptcy Judge William Sawyer that HEDA's $100,000
lease payment for the month of July would probably be its last
unless a new form of revenue could be found, or unless electronic
bingo was restored.

According to the report, Mr. Garfield said RDG is still allowing
HEDA to use the building for paper bingo, but said paper bingo was
generating a gross revenue of only about $20,000 per month.  HEDA
has indicated it intends to challenge the confiscation of the
machines and cash in Houston County Circuit Court.  So far, no
court date has been scheduled for a hearing on the issue.

The former Country Crossing venue was rebranded last year and
opened again as Center Stage Alabama in the summer of 2011.  The
development was apparently generating enough revenue earlier this
year to pay rent on the building, pay its employees and make a
bond payment of $160,000 per month in an effort to begin paying
back about $27 million in bond debt, according to the report.

The report adds the holder of the bond debt, the Lord Abbett
Municipal Income Fund, is one of scores of entities or individuals
who have filed claims in the bankruptcy case.  James White,
attorney for Lord Abbett, told Judge Sawyer the chances of RDG
generating revenue in the future were diminishing.

The report also notes a hearing in U.S. Bankruptcy Court was
originally set on a $61 million claim by professional boxer Floyd
Mayweather Jr.  That part of the hearing was continued.

                About Resorts Development Group II

Resorts Development Group II LLC owns and operated Country
Crossing d/b/a Center Stage located at 300 Country Crossing Pkwy.,
Cottonwood, Alabama.  It filed for Chapter 11 bankruptcy (Bankr.
M.D. Ala. Case No. 12-30054) on Jan. 9, 2012.  Judge William R.
Sawyer presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.  Court papers say the value of the Debtor's
real property is in excess of $5 million.  The petition was signed
by Trish Don Francesco, director/manager.

The Debtor selects employ Frederick M. Garfield of the Garfield
Law Firm LLC as its Chapter 11 counsel.


RG STEEL: Wins Judge OK for $7 Mil. Asset Sale
----------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that RG Steel LLC got the
nod from U.S. Bankruptcy Judge Kevin J. Carey on Thursday to sell
certain assets for $7 million, but the steelmaker will have to
wait for approval of a $16 million mill sale still delayed by an
objection from a former rival and next-door neighbor.

Judge Carey signed off on the $7 million sale of assets ?
industrial equipment and some intellectual property ? from RG
Steel's Wheeling Corrugating Unit to Consolidated Environmental
Management Inc.

                           About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC. RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio. It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business. The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing. The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal. RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker. Donald
MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson
Consultants LLC is the claims and notice agent and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case. Kramer Levin Naftalis & Frankel LLP represents the
Committee. Saul Ewing LLP serves as co-counsel. Huron Consulting
Services LLC serves as its financial advisor.


RG STEEL: Judge Drops SNA Carbon From Air Pollution Suit
--------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that SNA Carbon LLC, a
partner in a joint venture with a unit of RG Steel LLC that owned
a steelmaking facility in West Virginia, cannot be held liable by
the U.S. government for alleged environmental damage at the site,
a federal judge ruled Thursday.

Bankruptcy Law360 relates that U.S. District Judge John Preston
Bailey granted SNA Carbon's July 23 motion to be dismissed from
the suit, which also names RG Steel Wheeling LLC and the joint
venture -- called Mountain State Carbon LLC -- as defendants.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC. RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio. It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business. The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing. The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal. RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker. Donald
MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson
Consultants LLC is the claims and notice agent and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case. Kramer Levin Naftalis & Frankel LLP represents the
Committee. Saul Ewing LLP serves as co-counsel. Huron Consulting
Services LLC serves as its financial advisor.


RIC NEWMAN: Files for Chapter 11 Bankruptcy in Florida
------------------------------------------------------
Pam Boyd at Eagle Valley Enterprise reports that Ric Newman,
developer of the Haymeadow project in Eagle, has filed Chapter 11
bankruptcy in Florida.

"This is an issue for me personally and has no effect on the
Haymeadow project," the report quotes Mr. Newman as stating.  "As
we move deeper into the approval process for the Haymeadow PUD, my
partner, Alan Cohen, and I want to reiterate our commitment to
providing a development that complements and enhances the beauty
and character of Eagle," Mr. Newman said.  "In addition, we want
to clarify the nature and responsibilities of our partnership in
order to dispel any misinformation that may have presented
itself."

The report relates Mr. Newman stressed that his bankruptcy case
was a personal action restricted to his holdings in Florida.

"In January 2012, after many years of decline in the Florida real
estate market, I sought Chapter 11 bankruptcy protection in order
to restructure debt that I carried on several projects in Florida,
that I alone backed," Mr. Newman said in a statement, according to
the report.

The report relates Mr. Newman added, "The Haymeadow project is
100% financed by Alan Cohen, founder and CEO of Andrx
Pharmaceuticals, a former member of the Nasdaq 100, who has been a
partner of mine on many projects over the last 10 years.  The
Haymeadow property is debt free and Alan has the wherewithal and
desire necessary to self-fund the complete construction of this
project."

The report notes Rosie Shearwood, one of the local residents who
have voiced concerns with the Haymeadow plan, questioned Mr.
Newman's decision to seek bankruptcy protection in the midst of
town board review of the project.

The report adds the Haymeadow review process will resume Sept. 11,
2012.


RIVIERA HOLDINGS: S&P Affirms 'CCC+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based casino operator Riviera Holdings Corp. to negative
from stable. "At the same time, we affirmed all other ratings on
the company, including our 'CCC+' corporate credit rating," S&P
said.

"Our outlook revision to negative reflects our expectation that
EBITDA generation at Riviera's Las Vegas property will remain
challenged," said Standard & Poor's credit analyst Michael
Halchak. "Although we continue to believe that the Las Vegas Strip
will realize some growth in gaming revenue in 2012, we expect this
growth will be modest, in the low-single-digit percentage area.
Given our market expectations and our belief that Riviera's
property remains disadvantaged relative to its competitors on the
Las Vegas Strip and in downtown Las Vegas, we expect 2012 to be
another year of negative EBITDA at Riviera."

"Without either substantial cost realignment or significant
capital investment to rejuvenate the property to increase customer
spend, Riviera will likely continue to generate negative EBITDA,"
added Mr. Halchak.

"The 'CCC+' corporate credit rating on Riviera reflects our
assessment of the company's business risk profile as 'vulnerable'
and the company's financial risk profile as 'highly leveraged,'
according to our criteria. Riviera operates one property on the
highly competitive Las Vegas Strip, with a second-tier market
position. The rating also factors in the company's excess
cash, a portion of which we believe it will use to repay debt,"
S&P said.

"In September 2011, Riviera entered into an agreement with Monarch
Casino and Resorts Inc. to sell Riviera Black Hawk Casino for $76
million. Although the sale was completed on April 26, 2012,
Riviera's uses of the cash proceeds from the transaction remain
uncertain. While a substantial portion of the proceeds likely will
be required to repay Riviera's credit facility, the amount of the
repayment has not been finalized. Furthermore, despite the
likelihood for substantial debt repayment, we believe the company
will continue to generate negative EBITDA, which may inhibit its
ability to service its future capital structure," S&P said.

"Riviera will be reliant on excess cash on the balance sheet to
fund near-term fixed charges, absent a meaningful improvement in
operating performance," said Mr. Halchak.

"The negative outlook reflects our expectation that Riviera will
continue to generate negative EBITDA, which will result a gradual
deterioration of its liquidity position. While the company will
likely use a substantial portion of proceeds from the sale of the
Riviera Black Hawk Casino to repay a portion of its credit
facility, EBITDA generation at Riviera Las Vegas is challenged,
and we believe the property remains disadvantaged relative to its
competitors on the Las Vegas Strip and in downtown Las Vegas.
Thus, despite the potential for substantial debt repayment and our
expectation that excess cash on the balance sheet will be
sufficient to fund near-term fixed charges, we believe the company
will continue to generate negative EBITDA, which may inhibit its
ability to service the capital structure over the longer term,"
S&P said.

"We could lower the rating if operating performance continues to
weaken or if we believe the company will be unable to improve
operating performance over time, such that it will eventually
generate sufficient cash flow to support its capital structure
after the repayment of debt from sale proceeds," S&P said.


SAN ANTONIO INDEMNITY: A.M. Best Cuts Finc'l Strength Rating to D
-----------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and downgraded the financial strength rating to D
(Poor) from B (Fair) and issuer credit rating to "c" from "bb" of
San Antonio Indemnity Company (San Antonio Indemnity) (San
Antonio, TX).  The outlook assigned to both ratings is negative.
Concurrently, A.M. Best has withdrawn the ratings as the company
has requested to no longer participate in A.M. Best's interactive
rating process.

The rating actions take into account San Antonio Indemnity's
financial results through June 30, 2012 and consider its
deteriorated and unfavorable risk-adjusted capitalization as a
result of underwriting losses in recent years due to frequent and
severe weather events, loss and loss adjustment expense reserve
strengthening and significant premium growth.

The rating actions also follow A.M. Best's downgrading and placing
under review with negative implications the ratings of San Antonio
Indemnity on April 27, 2012.  At that time, the under review
status was applied to the ratings pending the resolution of San
Antonio Indemnity's capital-raising initiatives.  As of June 30,
2012, the company has not executed these initiatives.


SCOTTSDALE CANAL: Crystal Lake Wants Case Sent to Another Judge
---------------------------------------------------------------
Crystal Lake LLC asks the U.S. Bankruptcy Court to transfer the
Chapter 11 proceeding filed by Ivey Fund, LLC (Case No. 12-08179)
to the Hon. Charles G. Case.  The Ivey Fund case is currently
pending before Judge George B. Nielsen.

Crystal Lake said Ivey Fund was a second position lienholder on
property in the Scottsdale Canal Development LLC's case and Ivey
Fund's plan for reorganization is apparently simply a
regurgitation and second attempt at the same development project
as ruled by the Court in the evidentiary relief held on Feb. 16,
2012.

On the day before filing for bankruptcy, Ivey Fund was a secured
creditor, in second position, on the "Darryl Estate Lots", two
residential lots generally located at the corner of Scottsdale and
Camelback Roads in Scottsdale, Arizona.  The Darryl Estate Lots
were part of a large number of properties owned by Scottsdale
Canal.  Crystal Lake held the first position on the Darryl Estate
Lots and was about to complete its trustee's sale of the lots,
which would have eliminated Ivey Fund's lien position.

Crystal Lake is represented by the Law Office of Barbara Maroney,
P.C.

                      About Scottsdale Canal

Scottsdale Canal Development LLC is a real estate builder and
developer.  In 2006, the Company began purchasing land on the
Northeast corner of Scottsdale and Camelback road, directly east
of the Arizona canal to develop a multi-faced residential /
commercial project.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case
No. 11-26862) on Sept. 21, 2011.  Judge Charles G. Case II
presides over the case.  John J. Fries, Esq., and John Kahn, Esq.,
in Phoenix, Arizona, at Ryley Carlock & Applewhite, serves as the
Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $50 million to
$100 million in debts.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.

                        About Ivey Fund

Ivey Fund LLC is owned primarily and managed by Mark Madkour, who
is also the primary owner and manager of Scottsdale Canal.  Ivey
Fund for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 12-08179)
on April 18, 2012.   A copy of the petition is available at
http://bankrupt.com/misc/azb12-08179.pdf


SELECT ONION: Balks at Trustee's Plan to Auction Its Assets
-----------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Select
Onion Co. is asking a bankruptcy judge to stop the Chapter 11
trustee in charge of its Chapter 11 case from selling the
company's processing plant and farmland on Oregon's border with
Idaho, saying there's an "excellent possibility" that the assets
won't sell for "fair market value."

                         About Larson Land

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.  Judge Terry L. Myers presides
over the case.  Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, serves as the Debtor's counsel.  The petition was signed by
Farrell Larson, president.

Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP represent
John L. Davidson, the Chapter 11 trustee for the Debtor.


SEMCRUDE LP: Barclays Wants $143MM Bank Transfer Fee Suit Tossed
----------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that a $143 million
fraudulent conveyance suit against Barclays Bank PLC filed on
behalf of creditors of SemGroup LP should be dismissed because the
disputed transfers aren't relevant to any creditor claim, Barclays
told a New York federal judge Wednesday.

Bankruptcy Law360 relates that Barclays said in a motion to
dismiss that the $143 million claim at the heart of the lawsuit is
not assigned to SemGroup creditors but to SemGroup itself, and
that those trustee avoidance claims are barred by the bankruptcy
code.

                        About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SENESCO TECHNOLOGIES: Gets Notice of Non-Compliance From NYSE MKT
-----------------------------------------------------------------
Senesco Technologies, Inc., received a notice from NYSE
Regulation, Inc., on behalf of NYSE MKT LLC  providing
notification that NYSE MKT has determined not to grant the Company
an extension to the Company's time period to cure the Company's
non-compliance with certain of the NYSE MKT's continued listing
standards as set forth in Part 10 of the NYSE MKT Company Guide,
and therefore, the NYSE MKT intends to file a delisting
application with the Securities and Exchange Commission striking
the Company's common stock from the NYSE MKT.

Specifically, the Company is not in compliance with Section
1003(a) (iii) of the Company Guide with stockholder's equity of
less than $6,000,000 at June 30, 2011 and losses from continuing
operations and/or net losses in its five most recent fiscal years
and with Section 1003(a) (ii) of the Company Guide with
stockholder's equity of less than $4,000,000 at Sep. 30, 2011 and
losses from continuing operations and/or net losses in three of
its four most recent fiscal years.  The Company reported
stockholder's equity of $4,517,463 at June 30, 2011 and 3,933,130
at Sep. 30, 2011.

The Company intends to appeal the NYSE MKT's determination and
request a hearing a committee of NYSE MKT in accordance with the
Company's rights as set forth in Sections 1203 and 1009(d) of the
Company Guide.  There can be no assurance that the Company's
request for continued listing will be granted. If the Company's
appeal is not successful, the NYSE MKT will likely initiate
delisting proceedings.

                   About Senesco Technologies

Senesco Technologies, Inc. is a leader in eIF5A technology, is
running a clinical study in multiple myeloma with its lead
therapeutic candidate SNS01-T, which targets B-cell cancers by
selectively inducing apoptosis by modulating eukaryotic,
translation, initiation Factor 5A (eIF5A), which is believed to be
an important regulator of cell growth and cell death.
Accelerating apoptosis may have applications in treating cancer,
while delaying apoptosis may have applications in treating certain
inflammatory and ischemic diseases.  Senesco has already partnered
with leading-edge companies engaged in agricultural biotechnology
and biofuels development, and is entitled to earn research and
development milestones and royalties if its gene-regulating
platform technology is incorporated into its partners' products.


SHERIDAN GROUP: S&P Reinstates 'CCC+' Rating on $150MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services reinstated its ratings on
Sheridan's $150 million senior secured notes due 2014. "The issue-
level rating on the notes is 'CCC+' (the same as our corporate
credit rating on the company)and the recovery rating is '3',
indicating our expectation of meaningful (50% to 70%) recovery in
the event of a payment default. The ratings on the notes were
previously withdrawn due to an administrative error," S&P said.

RATING LIST
The Sheridan Group Inc.

Corporate credit rating              CCC+/Negative/--
Senior secured notes                 CCC+
Recovery rating                     3


SOLYNDRA LLC: Losses Could Mean Profits for Private Equity Firms
----------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
the U.S. Department of Energy and the Internal Revenue Service are
demanding information on potential tax breaks that could allegedly
be worth "hundreds of millions of dollars" to the private equity
firms behind failed solar power equipment maker Solyndra LLC.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6%
to unsecured creditors with claims totaling as much as $120
million. Unsecured creditors with $27 million in claims against
the holding company are projected to have a 3% dividend.


SOVRAN LLC: Court OKs Bullivant Houser to Withdraw as Counsel
-------------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington authorized Bullivant Houser Bailey
PC's to withdraw from representing Sovran LLC.

The Court approved employment of Bullivant on Sept. 22, 2011.

Bullivant, in its motion, explained that it will have no further
involvement in the matter because the attorneys representing
Debtor are no longer employed by Bullivant.

In this relation, Bullivant related that the attorneys
representing Debtor, Lawrence Ream and Richard G. Birinyi,
resigned from Bullivant on Oct. 21, 2011, and are now employed by
Schwabe Williamson & Wyatt.  The Court granted the ex parte
application for supplemental approval of counsel on Jan. 26, 2012,
authorizing the employment of Mr. Ream and Mr. Birinyi and Schwabe
Williamson & Wyatt on the grounds that the Debtor
will continue to employ Mr. Ream and Mr. Birinyi.

                         About Sovran LLC

Sovran LLC, is a development company that was formed to acquire
and develop a large commercial piece of real property located
between Military Road and Interstate 5, in Winlock, Washington.
Sovran filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 11-45107) on June 23, 2011.  Richard G. Birinyi, Esq., and
Lawrence R. Ream, Esq., at Bullivant Houser Bailey PC, in Seattle,
Washington, serve as counsel.  In its schedules, the Debtor
disclosed $18,968,289 in assets and $11,619,450 in liabilities.

The Debtor's Plan provides for the marketing of the property and
obtaining sales of all or any part of the property.  The liens
securing claims will be modified in accordance with the Bankruptcy
Code's provisions to permit sales of partial parcels, with deed
release provisions specifying the amount to be paid to the holders
of secured claims based on a certain price per square foot.


SP NEWSPRINT: Gets Approval to Amend DIP Agreement
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
SP Newsprint Holdings LLC, et al., to enter into a fifth amendment
to senior secured priming and superpriority debtor-in-possession
credit agreement; and grant liens, superpriority administrative
expense claims, and adequate protection to prepetition secured
parties.

The amendment, with the consent of the lenders, among other things
provide that Section 2.2(d) of the agreement is amended by
deleting each reference to "$5,000,000" in the third sentence of
the Section 2.2(d) and  substituting, in each case, these words
"the Maximum Cash Amount."

The Maximum Cash Amount means the lesser of (a) $8,000,000 and (b)
without duplication, the sum of (x) the aggregate face amount of
all checks issued by the Borrower and its Subsidiaries and the
aggregate amount of all debits (including any automated clearing
house payments) authorized by the borrower and its subsidiaries,
in each case (i) originating from the cash collateral account,
controlled deposit accounts and controlled securities accounts and
(ii) that have not yet cleared, plus (y) $1,000,000.

A copy of the fifth amendment is available for free at
http://bankrupt.com/misc/SPNEWSPRINT_creditagreement_5amendment.pdf

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Debtor won court approval to hold an Aug. 17 auction to sell
virtually all its assets.  The Debtor's lenders will act as the
so-called stalking horse for the auction setting a floor for other
bidders to beat.  The lenders will make a credit bid, using
forgiveness of its secured debt to buy the assets.  General
Electric Capital Corp., as both agent to lenders and a lender
itself, is owed about $254 million.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STOCKTON, CA: Mammoth Mediator to Mediate Talks With Creditors
--------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher M. Klein on Thursday called on the Oregon judge
who recently guided Mammoth Lakes, Calif., to a settlement of the
suit that sent it into bankruptcy to mediate talks between the
city of Stockton and its creditors, saying an eligibility trial
could be months away.

Bankruptcy Law360 says Judge Klein urged Stockton and its
creditors to make serious efforts to resolve their issues through
mediation with U.S. Bankruptcy Judge Elizabeth Perris.

                        About Mammoth Lakes

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.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of $500
million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  The petition was signed by
Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


SUPERMEDIA INC: S&P Retains 'CCC+' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that Dallas-based print
and digital marketing services provider SuperMedia Inc.'s
(CCC+/Negative/--) merger announcement with Dex One Corp.
(CCC/Developing/--) to form a new company named Dex Media has no
effect on its ratings on SuperMedia. "Our issue-level rating on
the company's term loan due 2015 remains at 'D' until we gain
further clarity surrounding the company'sability to make ongoing
subpar repurchases. As part of the merger agreement, the proposed
maturity extension will delay the previous refinancing risk
associated with the $2.1 billion facility due 2014 at Dex One and
$1.5 billion due 2015 at SuperMedia. After the merger, the
combined companies will benefit from cost synergies and tax
attributes that could increase cash flow generation and the
ability to repay debt. Still, we do not expect it to materially
change the near-term business outlook for the sector. We expect
the shift from print to digital media will continue and that
directories will still find it difficult to retain their niche in
this competitive marketplace. A possible upgrade would entail
stabilization in top-line pressure at the new company, Dex Media,
which we regard as a remote possibility," S&P said.


SYMS CORP: US Trustee Objects Ch. 11 Plan Over CEO Protections
--------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the U.S. trustee
objected Friday to Syms Corp.'s proposed Chapter 11
reorganization, arguing the Company's plan cannot be confirmed in
Delaware bankruptcy court as it provides legal cover for
nonfiduciary parties, namely CEO Marcy Syms and her professionals.

Bankruptcy Law360 relates that the proposed plan would reorganize
Syms and subsidiary Filene?s Basement LLC as a real estate holding
company, but the trustee claims it "is not confirmable because it
contains an exculpation provision that is contrary to applicable
law in this district."

Meanwhile, BankruptcyData.com reports that Filene's Basement filed
with the U.S. Bankruptcy Court a second Plan Supplement for the
Second Amended Joint Chapter 11 Plan Of Reorganization of Syms.
The Supplement contains the following documents: Amended List of
Assumed Agreements and Amended Identification of Directors and
Officers of Reorganized Debtors.

               About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


TERRESTAR NETWORKS: Judge Approves Elektrobit Deal, DS
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a New York
bankruptcy judge approved a key settlement Thursday between
TerreStar Corp. and its largest unsecured creditor, Elektrobit
Inc., without which Elektrobit had vowed to fight confirmation of
the debtor's Chapter 11 plan, the disclosure statement for which
the judge also approved Thursday.

According to Bankruptcy Law360, the dispute involved Elektrobit's
allowed claim in the bankruptcy.  Elektrobit said its claim was
worth about $27.8 million; under the settlement, it will get a
$13.5 million cash payment outside of the plan and agree to
support TSC's plan.

                      About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion.  It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar.  Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out.  TerreStar
Networks scrapped that plan in 2011 in favor of a sale.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors.  The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.  Judge Sean H. Lane approved on
Feb. 14, 2012, TerreStar's Chapter 11 plan to divvy up the
proceeds from the sale of its business to Dish Network Corp.


TEXAS STATE AFFORDABLE: S&P Cuts Ratings on 2011A Bonds to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
Texas State Affordable Housing Corp.'s (HDSA Texas Affordable
Housing Pool Project) multifamily housing revenue bonds series
2011A and 2011B, issued for the American Opportunity
Foundation/Bexar Affordable Housing Corp., to 'BB (sf)' and 'B
(sf)' from 'A- (sf)' and 'BBB- (sf)'. The outlook is negative.

"We lowered the project ratings because of lower-than-expected
operating income and debt service coverage in 2011 and interim
fiscal 2012 financial statements indicating debt service coverage
of less than one times maximum annual debt service on the series
2011A and 2011B bonds," said Standard & Poor's credit analyst
Raymond Kim.

"The Texas State Affordable Housing Corp.'s (HDSA Affordable
Housing Pool Project) series 2011A and 2011B multifamily housing
revenue bonds were issued to provide for the acquisition and
project improvements to the HDSA Texas Affordable Housing Pool,"
S&P said.


TPC GROUP: S&P Puts 'B+' CCR on Watch Neg on $850MM Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on TPC Group
LLC, including the 'B+' corporate credit rating, on CreditWatch
with negative implications.

"The CreditWatch placements follow the announcement that TPC has
entered into an agreement to be acquired by First Reserve Corp.
and SK Capital Partners in a transaction totaling approximately
$850 million, including net debt," said credit analyst Daniel
Krauss.

"We will monitor developments relating to this potential
transaction and will update or resolve the CreditWatch placements
when further details are available, including the proposed capital
structure, resulting financial policies, and operating prospects,"
S&P said.


TRIBUNE CO: Aurelius Argues for Quick Appeal on Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Aurelius Capital Management LP is arguing to a
federal district judge that being required to post a $1.5 billion
bond makes appealing the approval of Tribune Co.'s reorganization
plan "prohibitively expensive."

According to the report, the argument was made in papers filed on
Aug. 24 in district court in response to a ruling two days earlier
by the bankruptcy judge imposing the bonding requirement as a
condition to prohibiting publisher Tribune from implementing the
plan while the appeal is outstanding.  Aurelius, a holder senior
notes, wants a district judge to halt plan consummation without
any bond.  Aurelius and Law Debenture Trust Co. of New York, as
indenture trustee for the senior notes, also want the district
judge to hear the appeal quickly.  Aurelius says it can file a
brief within one week.  It wants Tribune's brief filed 10 days
later.  Unlike some other creditors also appealing July approval
of the Tribune plan, Aurelius and the indenture trustee are
challenging the settlement underpinning of the plan.

The report notes that they contend that Tribune's 2007 leveraged
buyout included fraudulent transfers that can be reversed,
allowing the pre-LBO senior notes to be paid in full instead of
the 16% to 18% recovery flowing from the plan.

The report relates that Aurelius is afraid Tribune will consummate
the plan while the appeal is pending, leading the appellate court
to dismiss the appeal on the theory that distributions under the
plan can't be unwound.  If a stay is denied, Aurelius is hoping a
quick appeal will be completed before Tribune can obtain
regulatory approval required to implement the plan.  Aurelius is
willing to delay plan distributions even though it would receive
$200 million.  Aurelius says it has the largest holding of senior
notes.  Aurelius contends there is no reason for all appeals from
confirmation to be heard together.  Aurelius argues that the
issues it raises are different from those raised by others, such
as disputes over the interpretation of subordination provisions.

                         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.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

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)


TRIDENT MICROSYSTEMS: Seeks OK on Sale Contracts Assumption
-----------------------------------------------------------
BankruptcyData.com reports that Trident Microsystems filed with
the U.S. Bankruptcy Court a motion for an order authorizing the
assumption and assignment of certain additional executory
contracts related to the sale of set top box assets to Entropic
Communications.  In March 2012, the Debtors sold its set top box
business to Entropic Communications for $65 million.  The Court
scheduled a Sept. 21, 2012 hearing on the matter.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & Leboeuf as represents the statutory committee of equity
security holders.  The statutory committee tapped to retain
Campbells as Cayman Islands counsel, and Quinn Emanuel Urquhart &
Sullivan, LLP as its conflicts counsel.


UNIVERSAL HEALTH: Fitch Upgrades Issuer Default Rating to 'BB'
--------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Universal Health
Services, Inc. (UHS), including the issuer default rating to 'BB'
from 'BB-'.  The Rating Outlook is Stable.

The ratings apply to approximately $3.5 billion of debt at
June 30, 2012.

Key Rating Issues:

  -- Credit metrics have improved significantly since the November
     2010 Psychiatric Solutions, Inc. (PSI) acquisition.  Fitch
     expects debt leverage (total debt/EBITDA) to be sustained
     below 3.4x over the ratings horizon.

  -- Cash flows remain strong and liquidity is adequate.  Free
     cash flow (FCF; cash from operations less capital
     expenditures and dividends) in the range of $350 - $450
     million is expected in fiscal 2012 and 2013.

  -- Acute care volumes and pricing are under extreme pressure due
     to persistently high unemployment, particularly in UHS'
     largest markets.  Fitch expects UHS' acute care operations to
     remain particularly stressed through 2012 and into 2013.

  -- Higher profitability and a more stable revenue stream from
     UHS' behavioral health business have moderated the overall
     effects of the strained acute care business.  Fitch forecasts
     stable organic growth and modestly improving profitability
     for the behavioral health business over the ratings horizon.

  -- Much uncertainty remains regarding healthcare reform
     legislation, as well as both federal and state budget
     debates.  Governmental reimbursement is likely to continue to
     moderate no matter the outcome of these disputes.

Guidelines for Future Ratings Actions

Maintenance of a 'BB' IDR will require debt leverage generally
maintained below 3.75x with strong and steady annual FCF in the
range of $300 - $400 million.  Fitch expects UHS' ratings to lag
improvements in credit metrics in the intermediate-term due to the
company's demonstrated willingness in 2010 to transform its credit
profile for an acquisition.  Furthermore, very weak acute care
volume and pricing trends, which Fitch expects to persist through
2012 and into 2013, may weigh on positive ratings momentum.

A positive rating action is not anticipated in the near term;
although one may be contemplated if Fitch expects debt leverage to
be maintained below 2.5x.  Steady and robust cash flows
accompanied by improved acute care volume and pricing metrics
would also be expected to support an upgrade to 'BB+'.

A negative rating action is anticipated only in the event of a
sizeable leveraging M&A or capital deployment transaction
resulting in debt leverage sustained at or above 3.75x.  Despite
the current pressures faced by the acute care business, Fitch does
not expect volumes or pricing to deteriorate to such a degree that
would precipitate a negative rating action in the near-to-
intermediate term.

Much Improved Credit Metrics

Credit metrics have improved significantly since the time of the
Psychiatric Solutions, Inc. (PSI) acquisition in November 2010.
Fitch-calculated debt leverage (total debt/EBITDA) at June 30,
2012 was 2.85 times (x) compared to 3.6x on a pro forma basis
following the acquisition.  Fitch expects that debt leverage could
increase to approximately 3.2x at Dec. 31, 2012 due to the pending
acquisition of Ascend Health Corporation.

Fitch expects UHS to operate with debt leverage between 2.8x and
3.4x over the ratings horizon.  As a result, an ample cushion is
expected to be maintained under its credit agreement's financial
covenants.  The debt leverage covenant steps down to 4.5x at Dec.
31, 2012 and 3.75x at Dec. 31, 2013.

Strong Cash Flows, Adequate Liquidity

Cash flows remain strong, despite very pressured acute care
operations.  Latest-12-month (LTM) FCF as of June 30, 2012 was
approximately $310 million.  Fitch anticipates that UHS will
produce robust FCF in the range of $350 - $450 million over the
ratings horizon.  Forecasted cash flows are sufficient to cover
capital spending requirements, which include costs incurred to
implement electronic health records systems, and UHS' modest
dividend.

UHS' liquidity profile is solid.  At June 30, 2012, UHS had $33
million of cash and equivalents and $623 million of unused
capacity under its secured revolver due 2015.  The company also
maintains a $275 million accounts receivable securitization
facility, of which $45 million was available at June 30, 2012.
Debt maturities are modest over the next three years, and Fitch
believes UHS has the market access necessary to address term loan
maturities as they approach in 2015 and 2016.  Fitch estimates
UHS' debt maturities as follows: $301.5 million in 2013; $73
million in 2014; $1.0 billion in 2014; $1.8 billion in 2016; and
$274.4 million thereafter.

Historically Strong Acute Care Operations Under Severe Stress

UHS' historically strong acute care operations are under severe
pressure due to high unemployment and other macroeconomic forces.
Same-hospital (SH) admissions have declined for eight consecutive
quarters, mostly in-line with the broader industry.  Unlike most
urban markets, which have begun to show volume stabilization, UHS
markets continue to produce SH admissions declines in excess of
2%. SH admissions decline in second-quarter 2012 was 4.3%.  The
average SH admissions decline for all Fitch-rated hospital
operators was approximately 2.4% in the quarter.

Pricing metrics have been exceptionally poor as well. Unfavorable
payor mix shifts continue to plague UHS' largest markets and are
now washing out the benefits of strong commercial pricing reported
in the first half of 2011.  SH net revenues declined 2.2% in
second-quarter 2012.  Hospital volumes and payor mix shifts
typically lag broader macroeconomic developments by approximately
three or four quarters.  Consequently, Fitch anticipates weak
acute care results for the rest of 2012 and possibly until the
coverage expansion provisions of the ACA take effect in 2014.

Behavioral Health Business Provides Diversification, Stability

UHS' behavioral health business more than doubled in size
subsequent to the acquisition of PSI in 2010.  Although the
acquisition resulted in a credit profile transforming debt
increase, it affords UHS with increased business and revenue
diversification, as well as improved financial stability and
profitability.  Good organic growth in the mid-single digits and
moderately improving profit margins are expected over the ratings
horizon for UHS' behavioral health business.  The proposed
acquisition of Ascend is in-line with Fitch's expectations for M&A
and should contribute to incremental margin support in the near-
and intermediate-term.

Healthcare Reform is Net Positive, But Still Very Uncertain

Despite the Supreme Court's ruling on the Patient Protection and
Affordable Care Act (ACA) in May, there remains much uncertainty
surrounding the ultimate outcome of healthcare reform.  Fitch
views the ACA as a net positive for UHS and its hospital operator
peers.  Beginning in 2014, Fitch expects the drop in uncompensated
care to contribute to an increase in absolute profit dollars.
However, the magnitude of such an increase is dependent upon many
factors.  Two of these factors are the proportion of the newly
insured covered under Medicaid versus the new insurance exchanges,
and the level of reimbursement hospitals will receive from
insurance plans in the exchanges.  Fitch anticipates that any
increase in profit dollars in 2014 -2015 will nevertheless erode
in the years that follow due to increasingly constrained
reimbursement.

Fitch has taken the following rating actions:

  -- IDR upgraded to 'BB' from 'BB-';
  -- Senior secured bank facility upgraded to 'BB+' from 'BB';
  -- Senior secured notes upgraded to 'BB+' from 'BB';
  -- Senior unsecured notes upgraded to 'BB-' from 'B+'.


VENTURE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Venture Industries, Inc.
        6123 Airways Blvd.
        Chattanooga, TN 37421

Bankruptcy Case No.: 12-14350

Chapter 11 Petition Date: August 25, 2012

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Debtor's Counsel: Richard T. Klingler, Esq.
                  KENNEDY, KOONTZ & FARINASH
                  320 N. Holtzclaw Avenue
                  Chattanooga, TN 37404-2305
                  Tel: (423) 622-4535
                  E-mail: rtklingler@kkflawfirm.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb12-14350.pdf

The petition was signed by Christopher J. Wilson, CEO.


WHITTON CORP: Allan Rosenthal OK'd to Perform Accounting Services
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Whitton Corporation to employ Allan Rosenthal & Associates, AC as
accountant.

Rosenthal is expected to review the accounting records of Debtor,
prepare any adjusting journal entries that may be necessary, and
prepare and timely file Debtor's federal tax return for the
2011 tax year.

The hourly rates of Rosenthal's personnel are:

         Partner                   $250
         Staff                      $75

In addition to payment for services, Rosenthal will seek
reimbursement for necessary out-of pocket expenses incurred.
Rosenthal anticipated that the fees to timely prepare and file
Debtor's 2011 federal tax returns will not exceed $6,000, plus
out-of-pocket expenses.

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

                    About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
disclosed $19,967,668 in assets and $37,949,426 in liabilities as
of the Chapter 11 filing.

South Tech Simmons 3040C, LLC, filed a separate petition (Bank. D.
Nev. Case No. 10-32857) on Dec. 8, 2010.

No request has been made for the appointment of a trustee or
examiner, and no statutory committee has been appointed in the
case.


ZEEK REWARDS: Investors Can Get Money Back, Receiver Says
---------------------------------------------------------
myfox8.com reports that Kenneth Bell, a lawyer in charge of the
Zeek receivership said that Zeek Rewards investors will get some
of their money back, but it will likely be awhile.

The Washington D.C. based lawyer said at this point he is focused
on collecting as much money as he can, according to the report.

The report relates that Mr. Bell said he and his colleagues have
already gotten a substantial amount.

"I think we can perhaps get quite a bit more. . . .Then the
process begins of if we can find the things that weren?t readily
available or obvious to the SEC or us," the report quoted Mr. Bell
as saying.

The report notes that Mr. Bell said the best thing Zeek investors
can do now is to stop emailing and calling him. He said he is
trying to work as quickly as possible to collect money, and
responding to thousands of victims is taking too much time.

The report discloses that Mr. Bell said he would soon put a refund
claim form on the website http://www.zeekrewardsreceivership.com/
for victims to detail their losses. Victims can keep going to the
website for updates.

Mr. Bell called Zeekler a Ponzi scheme, but Zeek Rewards still has
some supporters, the report says.

Mr. Bell of McGuire Woods LLP as temporary receiver of ZeekRewards
for the purposes of marshaling and preserving all assets of
ZeekRewards and those assets (a) held or possessed by ZeekRewards;
(b) held in constructive trust for ZeekRewards; and (c)
fraudulently transferred by ZeekRewards, the report adds.


* Moody's Says US Coal Producers Face Tough 2013
------------------------------------------------
The outlook for the US coal industry remains negative as
production volumes fall amid reduced demand, says Moody's
Investors Service in a new industry outlook, "US Coal Producers
Face Tough 2013 Amid Long-Term Shift in Energy Infrastructure."

"Reduced demand from US electricity producers, which are the US
coal industry's primary market means that coal production volume
will fall through mid-to-late 2013," said Anna Zubets-Anderson,
Moody's Vice President -- Senior Analyst. "We expect coal to
regain a little market share as natural gas prices recover, but
most coal-to-gas substitution will be permanent."

Moody's says that over the next decade, coal's share of the
electricity fuel mix in the US will likely fall to roughly a
third, compared to its historical half, with the recent market
share declines in Central Appalachia likely to be permanent.
That's a distinct challenge for producers Arch Coal and Alpha
Resources, among others, says the rating agency.

The report says that operating margins for the industry will
shrink as production costs increase, delivery volumes fall and
average delivered prices drop. In addition, limited port capacity
and increasing global competition will dampen export growth in the
near term, although some producers will see promising long-term
opportunities.

The report also highlights the fact that well-diversified
producers such as CONSOL Energy and Peabody Energy are best
positioned for the long-term, while smaller Central Appalachian
producers such as Patriot Coal and Xinergy will see their metrics
deteriorate most dramatically.


* S&P Says CCC Speculative-Grade Spread Widens by 1bp to 1,065bps
-----------------------------------------------------------------
Standard & Poor's investment-grade composite spread tightened by
3 basis points (bps) to 206 bps, and the speculative-grade
compositespread widened by 4 bps to 645 bps.  By rating, the 'AA'
spread tightened by 3bps to 136 bps, the 'A' spread tightened by 3
bps to 176 bps, and the 'BBB'spread tightened by 4 bps to 252 bps.
The 'BB' spread widened by 3 bps to 442bps, the 'B' spread widened
by 2 bps to 675 bps, and the 'CCC' spread widened by 1 bp to 1,065
bps," S&P said.

"By industry, financial institutions, banks, and utilities
contracted by 4 bps each to 289 bps, 299 bps, and 214 bps,
respectively. Industrials and telecommunications contracted by 3
bps each to 294 bps and 316 bps," S&P said.

"The investment-grade and speculative-grade spreads are both down
from their highs reached in October. The investment-grade spread
is lower than both its one-year moving average of 214 bps and its
five-year moving average of 245 bps. The speculative-grade
composite spread is lower than both its one-year moving average of
688 bps and five-year moving average of 748 bps. We expect
continued volatility in the near term, especially in the
speculative-grade segment, which could result from both positive
and negative factors. On the positive side, we expect U.S.
corporate defaults to remain below the long-term average in the
short term. On the negative side, an increase in volatility in
the financial markets, influenced by weakening economic
conditions, could continue to weigh on risky assets," S&P said.


* Refiling Defective Plan Justifies $13,000 Sanctions
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Philadelphia ruled on
Aug. 23 that a lawyer was properly sanctioned almost $13,000 for
filing an amended Chapter 13 plan with the same provision the
bankruptcy judge previously found defective.

According to the report, writing for the three-judge panel on the
U.S. Court of Appeals in Philadelphia, Circuit Judge D. Brooks
Smith said it was unnecessary to analyze whether the sale
provision in the plan violated the so-called Rooker Feldman
doctrine.  Judge Smith said the lawyer's conduct was sanctionable
and the revised plan "frivolous" because the bankruptcy judge
previously had ruled that an identical provision was "patently
unconfirmable."

The Bloomberg report disclosed that Rooker-Feldman is a doctrine
derived from two U.S. Supreme Court cases.  It bars a federal
court from modifying a prior state-court ruling involving the same
parties.  The doctrine applies in all federal cases, not just in
bankruptcy.

The case is In re Dahlgren, 11-2794, 3rd U.S. Circuit Court of
Appeals (Philadelphia).  The case in district court was
Dahlgren v. Palone (In re Dahlgren), 10-1988, U.S. District
Court, District of New Jersey (Trenton).


* Condo Liens Are Statutory Liens in Pennsylvania
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. district judge from Pittsburg ruled in an
opinion handed down on Aug. 27 a lien in favor of a condominium
association is a statutory lien under Pennsylvania law.

According to the report, the case involved the question of whether
unpaid common area changes of a condominium association are
judicial liens, security interests, or statutory liens.  U.S.
District Judge Arthur J. Schwab said the three types are mutually
exclusive given the explicit language of Section 101(53) of the
U.S. Bankruptcy Code.

Judge Schwab, the report relates, said that the question of the
category to which a condo association claims falls has produced
different answers from bankruptcy judges in the Western District
of Pennsylvania and elsewhere.  The question is answered, Judge
Schwab said, by noting "how the lien first arose."

The Bloomberg report disclosed that if a lien first arises by
statute, he ruled that subsequent action giving rise to a security
interest or judicial lien doesn't alter the original nature of the
interest.  Because condo claims first arise in Pennsylvania as a
result of statute, Judge Schwab concluded they are statutory
liens.  He therefore reversed the bankruptcy court.

The case is Young v. 1200 Buena Vista Condominiums, 12-0786, U.S.
District Court, Western District Pennsylvania (Pittsburgh).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Sept. 13-14, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual Complex Financial Restructuring Program
         Four Seasons Hotel, Las Vegas, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 13-15, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Southwest Bankruptcy Conference
         Four Seasons Hotel, Las Vegas, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 19-20, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      38th Annual Lawrence P. King and Charles Seligson
      Workshop on Bankruptcy & Business Reorganizations
         New York University School of Law, New York, N.Y.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts: Bankruptcy Fundamentals for
      Young and New Practitioners
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      32nd Annual Midwestern Bankruptcy Institute & Consumer Forum
         Kansas City Marriott Downtown, Kansas City, Mo.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy 2012: Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      5th Annual Chicago Consumer Bankruptcy Conference
         University of Chicago Gleacher Center, Chicago, Ill.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 18, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency & Restructuring Symposium
         Parco dei Principi Grand Hotel & Spa, Rome, Italy
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 26, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         San Diego Marriott Marquis and Marina, San Diego, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 1-2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Wharton University of Pennsylvania, Philadelphia, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         [Location Undetermined]
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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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