TCR_Public/130814.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 14, 2013, Vol. 17, No. 224


                            Headlines

114 KIMBALL: Voluntary Chapter 11 Case Summary
11447 SECOND STREET I: McFarland Bank May Pursue Foreclosure
250 AZ: Can Hire Cohen Todd as Special Counsel for Leasing Matters
250 AZ: Court to Consider Adequacy of Disclosures on Sept. 3
421 GRANBY: Case Summary & 5 Largest Unsecured Creditors

44 CP LOAN: Court Approves Dismissal of Chapter 11 Cases
445 SEA: Case Summary & 3 Largest Unsecured Creditors
ACI WORLDWIDE: Moody's Assigns 'Ba3' CFR & Rates Senior Debt 'B2'
ACI WORLDWIDE: S&P Assigns 'BB-' CCR & Rates $300MM Notes 'BB-'
AMERICAN AIRLINES: Horton Severance Issue at Plan Hearing

ARINC INC: S&P Puts 'B+' CCR on CreditWatch Positive
AVENUE K1753: Case Summary & 2 Largest Unsecured Creditors
BENTLEY PREMIER: Case Summary & 20 Largest Unsecured Creditors
BOISE CASCADE: Moody's Rates New $50MM Sr. Unsecured Notes 'B2'
BOISE CASCADE: S&P Affirms 'B+' CCR; Outlook Stable

CASCASDE AG: Whyte's Food Takes Pickle Maker for $4.14 Million
CBL & ASSOCIATES: Fitch Assigns 'BB' Preferred Stock Rating
CBS I: Larson & Zirzow Replaces Marquis Aurbach as Bankr. Counsel
CENTENNIAL BEVERAGE: MCG to Audit 401(K) Plan; Hearing on Sept. 3
CENTENNIAL BEVERAGE: Can Access Compass Bank Cash Until Aug. 31

CHINA NATURAL: Files List of Top Unsecured Creditors
CONTINENTAL BUILDING: New Capital Structure No Impact on Ratings
CONTINENTAL COIN: Hill Farrer Allowed $19,200 in Legal Fees
CROCKETTS, TX: Moody's Cuts Rating on $475K Rev. Certs to 'Ba1'
DEEP PHOTONICS: Oct. 22 Hearing on nLight & Kiest's Dismissal Bid

DEBORAH HEART: Moody's Eyes Possible Downgrade of 'B1' Rating
DICKINSON TORREY: Case Summary & 14 Largest Unsecured Creditors
EAST COAST: Wants Shumaker Loop Hiring Effective July 3
EAST AHM DEVELOPMENT: Has Confirmed Liquidating Plan
EXCO RESOURCES: S&P Affirms 'B' CCR & Rates Secured Bank Debt 'B+'

FGC LIQUIDATION: Can Make Final Distribution of Remaining Cash
FOOD CORPORATION: Voluntary Chapter 11 Case Summary
FOURTH QUARTER: Asks Continuance of Hearing on Dismissal Motion
FOURTH QUARTER: Asks Continuance of Hearing on Exclusivity Motion
FR 160: Required to Pay June Dues and Interest Protection Payments

FR 160: Motion for Leave to Appeal Order Denying Confirmation
FRANK'S OILFIELD: Court Strikes Joinder to Settlement Objection
GARDNER DENVER: S&P Assigns 'B' CCR & Rates $2.83BB Facilities 'B'
GLOBAL AXCESS: Selling ATM Business for $10 Million
GRAFTECH INTERNATIONAL: Moody's Affirms Ba1 CFR; Outlook Negative

GREAT WOLF: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
GROUP 1 AUTOMOTIVE: S&P Raises Sr. Unsecured Debt Rating to 'BB-'
HAAS ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors
HIGHWAY TECHNOLOGIES: Panel Says Settlement Not Based on Waiver
HUNTSMAN INTERNATIONAL: Moody's Rates $100MM Loan Add-on 'Ba1'

IN PLAY: Sept. 3 Hearing to Approve Plan Outline
IPC INT'L: Security Firm Files for Sale to Universal Protection
JEH COMPANY: Files List of Top Unsecured Creditors
LAND SECURITIES: Ordered to File Amended Disclosures by Sept. 3
LAND SECURITIES: Asks to Obtain $250,000 DIP Loan from TLC Lending

LAUSELL INC: Can Access Banks' Cash Collateral Until Aug. 31
LEE'S FORD: Can Continue Using BB&T Cash Collateral Until Sept. 9
LEHMAN BROTHERS: Credit Agricole's $34MM Suit Stuck in Bankruptcy
LIFE CARE: Can Access Bond Trustee Cash Collateral Until Aug. 28
LIFE CARE: Court Denies Florida OIR's Request for Stay Relief

LINDSAY GENERAL: Cash Collateral Hearing Rescheduled to Aug. 29
LITEFLEX, LLC: Case Summary & 20 Largest Unsecured Creditors
MADISON HOTEL: Hearing Today on Sale of Hotel to Assa
MERUELO MADDUX: "Market Price" Best Method to Value Stock for Plan
MIDTOWN SCOUTS: Wants to Borrow $28,174 from Mercantile Capital

MISION EVANGELICA: Case Summary & 6 Largest Unsecured Creditors
MODERN PRECAST: Had Access to Cash Collateral in July
MONTREAL MAINE: Case Summary & 20 Largest Unsecured Creditors
MORGAN INDUSTRIES: Contract Dispute With Buyer Goes to Trial
MSI CORPORATION: Can Employ Albert's Capital as CRO

MSI CORPORATION: Has Interim OK to Use Bank's Cash Until Aug. 27
MSI CORPORATION: Can Employ Geary & Loperfito as Special Counsel
MSI CORPORATION: Sec. 341 Meeting of Creditors Set for Aug. 27
MURRAY ENERGY: Coal Market Woes No Impact on Moody's Ratings
NNN CYPRESSWOOD: Opposes Lender's Motion for Stay Relief/Dismissal

NNN PARKWAY 400 26: Opposes WBCMT Motion to Dismiss
NNN PARKWAY 400 26: Wants Plan Filing Period Extended Until Nov. 1
NORTH CAROLINA MEDICAL: Fitch Affirms 'BB' $14MM Rev. Bonds Rating
NUSTAR LOGISTICS: Fitch Assigns 'BB' Sr. Unsecured Notes Rating
NUSTAR LOGISTICS: S&P Assigns 'BB+' Sr. Unsecured Notes Rating

OCD LLC: FTL Lorian Opposes Motion to Extend Exclusivity
OCD LLC: FTL Lorian Opposes Motion for DIP Financing
OHANA GROUP: Disclosure Statement Hearing on Aug. 30
OMNIA ALEXIS: Voluntary Chapter 11 Case Summary
PATRIOT COAL: Seeks Aug. 20 Hearing to Approve New CBAs with UMWA

PATRIOT COAL: Eastern Inks Amended Equipment Lease Agreement
PHOENIX DEVELOPMENT: SCBT Asks Court to Convert Case to Chapter 7
POINTE WEST: Case Summary & 4 Largest Unsecured Creditors
PRIMCOGENT SOLUTIONS: Can Employ Andrews Kurth as Counsel
PRIMCOGENT SOLUTIONS: Had Access to ORIX Cash Collateral in July

PRIMCOGENT SOLUTIONS: Committee Can Employ Looper Reed as Counsel
PRM FAMILY: Can Continue Using Lenders Cash Until Aug. 25
PRM FAMILY: Committee Retaining O'Keefe as Financial Advisor
PWK TIMBERLAND: Dan Flavin and Richman Reinauer Okayed as Realtors
PWK TIMBERLAND: Court Vacates July 23 Exclusivity Extension Order

REEVES DEVELOPMENT: Hearing on Disclosures Continued to Aug. 22
REEVES DEVELOPMENT: Can Employ O'Dowd and Olney as Special Counsel
REGIONAL EMPLOYERS: Aug. 14 Hearing on Case Dismissal Bid
RESIDENTIAL CAPITAL: Objections Portend Tedious Plan Hearing
ROTECH HEALTHCARE: Shareholders Oppose Lenders' Make-Whole Claim

RR DONNELLEY: Moody's Rates $350MM Sr. Unsecured Notes 'Ba3'
RR DONNELLEY: S&P Rates $350MM Unsecured Notes Due 2022 'BB'
SAN JOSE REDEVELOPMENT: Fitch Affirms 'BB' TABs Rating
SANITARY AND IMPROVEMENT: Chapter 9 Case Summary and Creditors
SCICOM DATA: Case Summary & 20 Largest Unsecured Creditors

SEA TRAIL: Effective Date of Plan Occurred on July 19
SELECT TREE: Can Employ Brown Chiari as Special Counsel
TEN SAINTS: Plan Confirmation Hearing Continued to Sept. 4
TRIDENT USA: S&P Withdraws 'B' Corporate Credit Rating
TW TELECOM: Moody's Rates $800MM Senior Unsecured Notes 'B1'

TW TELECOM: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
UNIFIED 2020: To Sell Building Property in Plan of Liquidation
UNIFIED 2020: Can Employ Samir Patel as Accountant
UNIFIED 2020: Can Employ Law Office of Arthur Ungerman as Counsel
UNIFIED 2020: Use of Cash Collateral Limited to Certain Expenses

VALLECITO GAS: Rulings in Mineral Lease Dispute Affirmed
VESCOR CAPITAL: 10th Cir. Vacates Judgment v. Buchanan Investors
VILICA LLC: Court Orders Case Converted to Chapter 7
WATERSTONE AT PANAMA: Withdraws Motion To Extend Use of Cash
WESCO INTERNATIONAL: S&P Raises CCR to 'BB'; Outlook Stable

WINDSTREAM CORP: Fitch Rates $500MM Sr. Unsecured Notes at 'BB+'
WINDSTREAM CORP: Moody's Rates Proposed $500MM Senior Notes 'B1'
WINDSTREAM CORP: S&P Retains 'B' Sr. Notes Rating After Tack-On
WORLD IMPORTS: Can Access Banks' Cash Collateral Until Aug. 23
WYLDFIRE ENERGY: Trustee Can Employ Lain Faulkner as Accountant

US AIRWAYS: Moody's Mulls Ratings Upgrade Pending AMR Merger

* Moody's Says Rising Interest Rates Fail to Improve Q2 CDS
* Junk-Bond Defaults Remain at Historically Low Levels
* Unrecorded Mortgage Beats Out Federal Tax Lien in Baltimore

* Upcoming Meetings, Conferences and Seminars


                            *********

114 KIMBALL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 114 Kimball Square, LLC
        3945 Kaualio Place
        Honolulu, HI 96816-4403

Bankruptcy Case No.: 13-01330

Chapter 11 Petition Date: August 6, 2013

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Richard Grayson Grant, Esq.
                  CULHANE MEADOWS, PLLC
                  100 Crescent Court, Suite 700
                  Dallas, TX 75201
                  Tel: (214) 210-2929
                  Fax: (214) 210-2929
                  E-mail: rgrant@rgglaw.com

                         - and -

                  Jerrold K. Guben, Esq.
                  O'CONNOR PLAYDON & GUBEN, LLP
                  733 Bishop Street, Floor 24
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628
                  E-mail: jkg@opglaw.com

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

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

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

The petition was signed by Gordon Zane, president.


11447 SECOND STREET I: McFarland Bank May Pursue Foreclosure
------------------------------------------------------------
Bankruptcy Judge Thomas M. Lynch granted McFarland State Bank
relief from the automatic stay in the Chapter 11 cases of 11447
Second Street I, LLC, et al., to pursue a prepetition foreclosure
action as to the Debtors' commercial shopping center located in
Roscoe, Illinois, sometimes called "Second Street Plaza."

Each of the nine Debtors attested to and filed schedules with
their pre-consolidated cases that valued their respective
interests in the Shopping Center to be between $24,000 and
$204,000, the sum of which totals $1,116,000.  Schedule D of each
of the Debtors' petitions listed McFarland Bank as having a total
claim of $2,187,500 secured by the Shopping Center. The Debtors
also listed the Winnebago County Treasurer as having a secured
claim totaling $32,000 for 2012 real estate taxes on the Shopping
Center.

During the hearing on its motion, McFarland Bank presented
uncontroverted testimony that the bank's claim as of the petition
date totaled $2,304,424.

A copy of the Court's Aug. 7, 2013 Memorandum Opinion is available
at http://is.gd/HMBZUBfrom Leagle.com.

Madison, Wisconsin-based 11447 Second Street I, LLC, and eight
other affiliates filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Lead Case No. 12-84690) on Dec. 18, 2012.  Jeffrey C. Dan, Esq. --
jdan@craneheyman.com -- at Crane Heyman Simon Welch & Clar, serves
as the Debtors' counsel.  11447 Second Street I scheduled assets
of $123,124 and liabilities of $2,239,927.  The petitions were
signed by Gregg Raupp, member.


250 AZ: Can Hire Cohen Todd as Special Counsel for Leasing Matters
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
250 AZ, LLC, to employ Robert S. Rubin, Esq., and Cohen, Todd,
Kite & Stanford, LLC, as special counsel for leasing matters and
litigation in state court proceeding.

As reported in the TCR on July 15, the Debtor needs Cohen Todd to
represent it in leasing matters and in litigation involving a
property known as the "Chiquita Center," located at 250 East Fifth
Street, in Cincinnati.

The current hourly rates for the Cohen Todd attorneys who are
likely to work on leasing and litigation matters range from $200
to $350 per hour.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., at Breen
Olson & Trenton, LLP as counsel.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


250 AZ: Court to Consider Adequacy of Disclosures on Sept. 3
------------------------------------------------------------
The hearing to consider the approval of 250 AZ, LLC's first
disclosure statement dated July 5, 2013, is wet for Sept. 3, 2013,
at 10:00 a.m.

As reported in the TCR on July 25, 250 AZ, LLC, submitted to the
U.S. Bankruptcy Court for the District of Arizona a Disclosure
Statement explaining its proposed Plan of Reorganization dated
July 5, 2013.

According to the Disclosure Statement, the Debtor proposes a 10-
year or 120-month plan.  The Debtor's Plan recognizes the reality
of the market and the need to restructure debt on the Debtor's
rental properties, make the capital improvements required,
establish attractive marketing programs, and provide for
attractive tenant improvements and competitive leasing
commissions.

The Plan is paying the allowed secured claim of the first mortgage
holder on each rental property and on the development parcels.
The personal property of 250 AZ LLC primarily consists of
furniture fixtures and equipment located at the Chiquita Center.
The personal property is secured collateral for the first mortgage
holder.

Under the Plan, in addition to the payments of the allowed secured
claims to the secured creditors, the Debtor will pay to unsecured
creditors in Class 15 a pro rata share of the funds paid to that
class.  The Debtor is paying a minimum of $100,000 to the Class 15
general unsecured creditors per year over the ten-year period of
the Plan.  Those creditors would receive nothing in a liquidation.
Additionally the Class 15 general unsecured creditors would
receive an additional $250,000 per year for the years six through
10 provided the gross revenues for those years exceeded
$11,000,000.

The Debtor will fund its plan of reorganization from ongoing
business operations, rents, property development, and sale or
lease of land and buildings and from equity capital until
sufficient disposable income can be generated.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/250_AZ_ds.pdf

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., at
Breen Olson & Trenton, LLP as counsel.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


421 GRANBY: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 421 Granby LLC
        421 Granby Street
        Norfolk, VA 23510

Bankruptcy Case No.: 13-72933

Chapter 11 Petition Date: August 6, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: Kelly Megan Barnhart, Esq.
                  ROUSSOS, LASSITER, GLANZER & BARNHART, PLC
                  580 E. Main Street, Suite 300
                  P.O. Box 3127
                  Norfolk, VA 23514-3127
                  Tel: (757) 622-9005
                  Fax: (757) 624-9257
                  E-mail: barnhart@rlglegal.com

                         - and ?

                  Robert V. Roussos
                  ROUSSOS, LASSITER, GLANZER & BARNHART, PLC
                  P.O. Box 3127
                  Norfolk, VA 23514
                  Tel: (757) 622-9005
                  Fax: (757) 624-9257
                  E-mail: roussos@rlglegal.com

Scheduled Assets: $3,074,320

Scheduled Liabilities: $1,880,550

The Company?s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/vaeb13-72933.pdf

The petition was signed by Robert F. Wright, manager.


44 CP LOAN: Court Approves Dismissal of Chapter 11 Cases
--------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona, in a July 24 order, dismissed the Chapter 11
cases of 44 CP I Loan LLC, and 44 CP II Loan LLC.

No objection to the case dismissal has been filed.

As reported in the Troubled Company Reporter on July 17, 2013, the
Debtors' assets consisted of junior lien interests in property
subject to a first lien position held by Parkway Bank & Trust
Co.  The U.S. Bankruptcy Court on Nov. 7, 2012, entered an order
lifting the automatic stay and allowing Parkway to foreclose its
first lien position.  On Dec. 19, 2012, Parkway conducted such a
foreclosure and therefore, the Debtors' interests have been
extinguished.

The Debtors assert that given the lack of assets to administer and
the absence of other creditors, dismissal of their Chapter 11
cases is appropriate.

                            About 44 CP

44 CP I Loan LLC and 44 CP II Loan LLC filed bare-bones Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-15286 and 12-15287) in
Phoenix on July 9, 2012.  The Debtors each estimated assets and
debts of $10 million to $50 million.  Judge Eileen W. Hollowell
oversees the case.  Mark Winkleman, as chief operating officer,
signed the Chapter 11 petition.  The Debtors are represented by
Cathy L. Reece, Esq. -- creece@fclaw.com -- and Anthony W. Austin,
Esq. -- aaustin@fclaw.com -- at Fennemore Craig, P.C.


445 SEA: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 445 Sea Jay, LLC
        445 Manget Street
        Marietta, GA 30062

Bankruptcy Case No.: 13-67210

Chapter 11 Petition Date: August 6, 2013

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

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: paul@paulmarr.com

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

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

The Company?s list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb13-67210.pdf

The petition was signed by Michael A. Farr, CEO.


ACI WORLDWIDE: Moody's Assigns 'Ba3' CFR & Rates Senior Debt 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to the debt of ACI
Worldwide, Inc. - Corporate Family at Ba3, Probability of Default
Ratings at Ba3-PD, and senior unsecured rating at B2. The proceeds
of the new debt will be used to refinance outstanding balances
under the revolving credit facility and to build balance sheet
cash for general corporate purposes including acquisitions. The
rating outlook is stable.

Ratings Rationale:

The Ba3 CFR reflects ACI's predictable revenue stream, driven by a
base of recurring revenues, long term software licensing contracts
with renewal rates exceeding 95%, and a large backlog, which
accounts for over 75% of annual revenue. The stability of revenues
is also supported by ACI's large installed base of customers in
transaction processing software. Given the predictable revenues
and profitability, and the modest capital expenditure
requirements, ACI generates consistently positive free cash flow
("FCF").

Moreover, leverage is in-line with similarly rated peers, as
Moody's expects FCF to debt (Moody's adjusted) to exceed the upper
teens percent and debt to EBITDA (Moody's adjusted) in the low to
mid 3x range over the next year. Nevertheless, ACI does have some
product concentration, with the Base24 payment processing software
platform accounting for over 30% of revenues. In addition, the
competitive environment is significant, as ACI is competing
against large, well-capitalized players such as FIS. Moreover, ACI
has a history of debt-funded acquisitions, which presents
integration risks.

The stable outlook reflects Moody's expectation that ACI's
revenues will grow organically in the mid-single digits, which is
in-line with Moody's expectation of growth in global payment
revenues. Moody's expects that the EBITDA margin (Moody's
adjusted) will steadily improve into the mid to upper twenties
percent, reflecting the revenue growth and operating leverage of
the business.

The rating could be downgraded if Moody's believes that ACI is
losing market pricing power, which may be indicated by revenue
growth trailing the industry or declining margins. Moody's may
also downgrade the rating if it believes that FCF to debt (Moody's
adjusted) will be sustained in the single digits percent or debt
to EBITDA (Moody's adjusted) will remain above 3.5x. The rating
could be upgraded if Moody's see clear evidence that ACI's
strategy is producing improved market position. For an upgrade, it
would also expect that ACI would reduce leverage through both
EBITDA growth and absolute debt reduction such that debt to EBITDA
(Moody's adjusted) is sustained below 2.5x and FCF to debt
(Moody's adjusted) is sustained above twenty percent.

Assignments:

Issuer: ACI Worldwide, Inc.

Probability of Default Rating, Assigned Ba3-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned Ba3

Senior Unsecured Regular Bond/Debenture, Assigned B2

Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD5,
84 %

ACI Worldwide, Inc., based in Naples, Florida, develops and
implements a broad line of software to financial institutions,
retailers, and payment processors to facilitate the processing of
electronic transactions such as wire transfers and credit and
debit card transactions.

The principal methodology used in this rating was the Global
Software Industry Methodology published in October 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


ACI WORLDWIDE: S&P Assigns 'BB-' CCR & Rates $300MM Notes 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' corporate
credit rating to Naples, Fla.-based ACI Worldwide Inc.  The
outlook is positive.

At the same time, S&P assigned a 'BB-' issue-level rating to the
company's proposed $300 million senior unsecured notes due 2020.
The '3' recovery rating indicates S&P's expectation for meaningful
(50% to 70%) recovery in the event of payment default.

The company has executed a transaction to amend its senior secured
credit facility (which S&P do not rate) to extend maturities, and
modify its debt amortization schedule and covenants, which will
become effective once the unsecured notes offering closes.

"The ratings on ACI reflect its 'aggressive' financial risk
profile, with leverage in the high-3x area pro forma for the
proposed transaction and an increasingly acquisitive growth
strategy, and its 'fair' business risk profile, reflecting its
modest market position in the global payments industry," said
Standard & Poor's credit analyst Christian Frank.  S&P expects
that low- to mid-single-digit revenue growth pro forma for
acquisitions combined with increasing margins stemming from cost
cutting could result in leverage in the low-3x area during the
next 12 months.

ACI provides payments software that facilitates authentication,
authorization, switching, settlement, and reconciliation,
predominantly to banks but also to payment processors and
retailers.  The company's products process payments in real-time,
which is particularly important for debit, a fast-growing payment
form, and ATM transactions.  S&P believes ACI is well positioned
among third-party software providers due to the highly embedded
nature of its products, which creates substantial switching costs.
ACI's primary market opportunity consists of replacing the
internally developed payments solutions of prospective customers.
The company typically licenses its software under five-year term
contracts, resulting in good revenue visibility.

The positive outlook reflects S&P's expectation that the embedded
nature of ACI's products within its customers' operations and high
recurring revenue are likely to result in stable operating
performance over the next 12 months.  S&P could raise the rating
if the company integrates ORCC successfully, funds future
acquisitions from free cash flow, and if revenue growth, expense
reduction, and debt repayment result in leverage in the low-3x
area.

S&P could revise the outlook to stable if debt-financed
acquisitions or integration issues result in leverage sustained in
the high-3x area.


AMERICAN AIRLINES: Horton Severance Issue at Plan Hearing
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that paying outgoing Chief Executive Officer Tom Horton
$20 million in severance may be the most problematic issue
confronting AMR Corp. at the Aug. 15 plan confirmation hearing
based on papers the parent of American Airlines Inc. filed late
last week.

The report notes that AMR's plan is consensual, with all creditor
and shareholder classes voting overwhelmingly in favor. Creditors
will be paid in full with interest, given the value at which AMR
stock has been trading recently, the airline said in its filing.
Last week's brief addressed eight unresolved objections to the
plan.

According to the report, AMR devoted more pages to justifying
Horton's bonus than to anything else.  The U.S. Trustee contends
that Congress forbids severance payments for executives of
bankrupt companies. To approve the bonus, AMR relies on similar
cases, including an opinion in the reorganization of Journal
Register Co. where severance was permitted.

AMR points out how the U.S. Trustee's objection is based on
Section 503 of the Bankruptcy Code, which bars executive severance
payments as expenses of Chapter 11.  Relying on Journal Register,
the airline says the payment is being made under a plan and will
be paid by an entirely different entity, a company to be formed at
the merger between AMR and US Airways Group Inc.  The U.S. Trustee
also doesn't want the plan to pay legal expenses for individual
members of the creditors' committee.  AMR points out how a
bankruptcy judge allowed similar payments when Lehman Brothers
Holdings Inc. emerged from bankruptcy.  The Lehman ruling is on
appeal.

The report notes that AMR devoted little attention to an objection
by a group of passengers who started a lawsuit in bankruptcy court
last week saying the merger violates antitrust law and should be
enjoined.  AMR takes the position that passengers aren't creditors
or stockholders and thus have no right to be heard on the plan.
As the merger was announced in February, the group "sat on its
rights" by waiting so long to lodge antitrust objections, AMR
said.

                       About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest. The hearing before the Court to consider confirmation of
the Plan is scheduled for Aug. 15, 2013.

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


ARINC INC: S&P Puts 'B+' CCR on CreditWatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on ARINC Inc. on CreditWatch
with positive implications.

"The CreditWatch placement follows the announcement that the
higher-rated Rockwell Collins Inc. plans to buy ARINC from the
Carlyle Group for $1.39 billion," said credit analyst Chris
Mooney.  S&P expects that all of ARINC's outstanding debt will be
repaid as part of the transaction.  The transaction is subject to
customary regulatory approvals and S&P expects it to close by the
end of the year.

"We view ARINC's business risk profile as "fair" based on its
leading, often dominant, market position in the transportation
services business, which the cyclical nature of the industry
offsets.  We currently assess the company's financial risk profile
as "aggressive," which factors in somewhat better-than-average
credit metrics compared with other sponsor-owned companies.  Debt
to EBITDA was about 4x in 2012, and funds from operations to debt
was 20%, excluding earnings and cash flow from a portion of the
company that was divested in November 2012.  We expect earnings
growth stemming from healthy commercial transportation demand to
modestly improve ARINC's credit metrics over the next year,
excluding the impact of the proposed transaction," S&P added.

S&P plans to resolve the CreditWatch following the close of the
transaction and expect to withdraw all ratings on the company if
its rated debt is repaid, as expected.


AVENUE K1753: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Avenue K1753, LLC
        611 Wilshire Boulevard, #810
        Los Angeles, CA 90017

Bankruptcy Case No.: 13-29863

Chapter 11 Petition Date: August 6, 2013

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

Judge: Julia W. Brand

Debtor's Counsel: Ovsanna Takvoryan, Esq.
                  TAKVORYAN LAW GROUP, A PROFESSIONAL CORP
                  550 N. Brand Boulevard, Suite 1640
                  Glendale, CA 91203
                  Tel: (818) 484-8161
                  Fax: (818) 484-2126
                  E-mail: ovsanna@takvoryanlawgroup.com

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

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

The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-29863.pdf

The petition was signed by Henry Danpour, member.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Avenue J8, LLC                        13-18502            04/01/13
Henry Danpour (Involuntary BK)        13-19596            04/12/13
Menashi Cohen (Involuntary BK)        13-19597            04/12/13


BENTLEY PREMIER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bentley Premier Builders, LLC
        6800 LaBelle Court
        Plano, TX 75024

Bankruptcy Case No.: 13-41940

Chapter 11 Petition Date: August 6, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Gerald P. Urbach, Esq.
                  HIERSCHE, HAYWARD, DRAKELEY & URBACH, P.C.
                  15303 Dallas Parkway, Suite 700
                  Addison, TX 75001
                  Tel: (972) 701-7069
                  E-mail: gurbach@hhdulaw.com

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

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

The petition was signed by Sandy Golgart, managing member.

Debtor?s List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------

The Phillip M. Pourchot            Real Property,      $12,000,000
Revocable Trust                    Collin and Denton
c/o Lindy D. Jones                 Counties
Jones, Allen & Fuquay, LLP
8828 Greenville Avenue
Dallas, TX 75243-7143

Sovreign Bank                      --                   $7,250,000
17950 Preston Road, Suite 500
Dallas, TX 75252

Collin County Tax Assessor         --                      $39,000
P.O. Box 8046
McKinney, TX 75070-5020

Ari-Tex, LLC                       Vendor                  $28,403

Capital Distributing, Inc.         Vendor                  $27,450

BMC                                Vendor                  $21,104

Advent Air Conditioning, Inc.      --                      $15,219

Viosca Architects, Ltd.            Vendor                  $15,049

EZ Wall                            Vendor                  $15,000

Kiva Kitchen & Bath                Vendor                  $15,000

RRC Plumbing                       Vendor                  $15,000

Ferguson Enterprises, Inc.         Vendor                  $14,800

C.A. Nelson Architects             Vendor                  $14,000

Glasshouse                         Vendor                  $13,866

Britton Tuma                       Legal Services          $12,000

C&B Woodworking                    Vendor                  $12,000

K&S                                Vendor                  $11,494

Ventura Construction               Vendor                  $10,064

ResCom Fire Systems, Inc.          Vendor                   $7,500

Shields, Britton & Fraser, P.C.    Legal Services           $7,000


BOISE CASCADE: Moody's Rates New $50MM Sr. Unsecured Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Boise Cascade
Company's proposed $50 million add-on senior unsecured note
offering maturing 2020. The company's B1 corporate family rating,
B1-PD probability of default rating, B2 senior unsecured note
rating and SGL-2 speculative-grade liquidity rating are unchanged.
The outlook remains stable.

The proceeds from the note offering will be used for working
capital and general corporate purposes. The company's pro-forma
adjusted leverage will increase slightly to 4x from 3.7x (June
2013 -- using Moody's standard adjustments). The B2 rating on the
senior unsecured notes are a notch below the assigned CFR,
reflecting the note holders' unsecured position behind the secured
revolving credit facility (unrated). The ratings are subject to
the conclusion of the proposed transaction and Moody's review of
final documentation.

Ratings Rationale:

Boise Cascade's B1 corporate family rating reflects the company's
good liquidity position and expectations that the company will be
able to maintain adequate credit protection metrics with a
recovery in the wood-based building products market. The rating
also reflects the company's strong market position as a building
material distributor and wood products producer in North America.
Credit challenges include the lack of diversification and the
inherent volatility and fragmentation of the wood products
industry.

Boise Cascade's SGL-2 liquidity rating reflects the company's good
liquidity position. At June 30, 2013, the company had an undrawn
$300 million asset based revolving credit facility (unrated;
matures in July 2016) with about $9 million of outstanding letters
of credit. Proforma for the proposed $50 million add-on note
offering, as well as the company's recently announced $102 million
plywood acquisition and $100 million stock repurchase, Moody's
estimates Boise Cascade's cash position to be about $80 million as
of June 2013. Moody's estimates Boise Cascade will generate break-
even free cash flow over the next 12 months. Most of the company's
fixed assets are unencumbered and Moody's expects the company will
remain in compliance with its debt covenants.

The stable outlook reflects Moody's expectation of an improvement
in wood product demand, as the US housing market slowly recovers.
This is tempered by Moody's uncertainty regarding the number of
mills that may come back on-stream in this fragmented industry.
The company could face a potential pullback in wood product prices
and earnings if industry supply returns faster than demand. The
rating could be lowered if the company's liquidity deteriorates
significantly or if normalized financial leverage exceeds 6 times
for a sustained period of time. An upgrade would depend on a
sustained improvement in the company's financial performance.
Quantitatively, this could result if normalized financial leverage
remains below 4.5 times and interest coverage exceeds 3 times.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in September
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Boise Cascade is a building products company headquartered in
Boise, Idaho. Boise Cascade manufactures engineered wood products,
plywood, lumber, and particleboard and distributes a broad line of
building materials, including some of the wood products that it
manufactures. Total net sales for the last twelve months ending
June 2013 were $3 billion. Approximately 70% of the company's
sales come from the building materials distribution segment and
30% from its wood products segment.


BOISE CASCADE: S&P Affirms 'B+' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Boise, Idaho-based Boise Cascade Co.
and its 'B+' issue-level rating and '4' recovery rating on the
company's senior notes.  The outlook is stable. The ratings
affirmation follows Boise Cascade's proposed $50 million add-on to
its senior notes due 2020 and planned upsize in its asset-based
lending (ABL) credit facility to $350 million from $300 million.
S&P views these transactions as strengthening its liquidity while
also resulting in a modest increase to its forecasted debt to
EBITDA.  S&P expects strong EBITDA growth in line with a recovery
in U.S. housing starts to result in posttransaction debt to EBITDA
of between 3x and 4x over the next year, compared with 4.1x at the
end of 2012.  As such, S&P is revising its financial risk
assessment to "aggressive" from "highly leveraged".  The
affirmation also reflects the company's "weak" business risk
profile and S&P's view that it is financial sponsor controlled.

"The stable outlook on Boise Cascade reflects our expectation for
improving credit measures over the next year tempered by its
financial sponsor controlling ownership and "weak" business risk
assessment.  The outlook also reflects our view of the company's
strong liquidity position," said Standard & Poor's credit analyst
Tobias Crabtree.

Boise Cascade demonstrated its ability to maintain strong
liquidity throughout the recent housing downturn when its debt to
EBITDA peaked in the mid-teens.  S&P currently expects the
company's good liquidity to allow it to fund substantial working
capital growth as an anticipated recovery in U.S. home
construction continues over the next two years.  Debt to EBITDA is
forecasts to strengthen to between 3x and 4x over the next year.

An upgrade is limited by the combination of the company's "weak"
business risk profile and financial sponsor controlling ownership.
A higher rating would be conditioned on S&P's view of the company
as no longer being controlled by a financial sponsor, along with a
strong liquidity position and debt to EBITDA in the low 3x area
through the cycle.

A downgrade is less likely in an improving housing market, but S&P
would lower its rating if the company's financial policies became
much more aggressive.  This could occur, for example, if very high
levels of share-repurchase activity caused liquidity to fall to
less than $150 million.  S&P ascribes a low probability to this
scenario.


CASCASDE AG: Whyte's Food Takes Pickle Maker for $4.14 Million
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an affiliate of Whyte's Food Corp. is buying a pickle
and sauerkraut producer known as Pleasant Valley Farms for $4.14
million in cash.

The business would have been sold late last year for $7.8 million
had the purchaser not backed out.  An auction in July was
hurriedly arranged after the bankruptcy court gave secured lenders
permission to foreclose.  The sale to Whyte's was approved late
last week by the U.S. Bankruptcy Court in Seattle.

At the auction on July 30, there were seven bidders.  The opening
bid was $3 million. After seven rounds of offers, Whyte's emerged
on top, by offering $4.14 million plus 10 percent of the buyer's
nonvoting preferred stock.

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., is a vegetable processing
company that processes Washington-grown cucumbers and cabbage into
pickles and sauerkraut.

Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case
No. 12-18366) on Aug. 13, 2012.  In amended schedules, the Debtor
disclosed $25,522,648 in assets and $21,354,742 in liabilities as
of the Chapter 11 filing.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  Clyde A. Hamstreet & Associates, LLC, is the
Debtor's chief restructuring officer and financial advisor.  The
petition was signed by Craig Staffanson, president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq.

The Plan filed in the Debtor's case contemplates a $3.0 million
capital infusion.  Money contributed to fund the Plan will be used
to satisfy Administrative Expense Claims to the extent that those
Claims must be satisfied for Confirmation, unless there is
agreement with Holders of Administrative Expense Claims to defer
payment.


CBL & ASSOCIATES: Fitch Assigns 'BB' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB-' to the $400
million senior unsecured term loan due 2018 issued by CBL &
Associates Limited Partnership, a subsidiary of CBL & Associates
Properties, Inc. (NYSE: CBL).

CBL expects to use the net proceeds to reduce amounts outstanding
under the company's revolving credit facilities, to fund
acquisitions and development costs, and for general corporate
purposes.

Fitch currently rates CBL as follows:

CBL & Associates Properties, Inc.
-- Issuer Default Rating (IDR) 'BBB-';
-- Preferred stock 'BB'.

CBL & Associates Limited Partnership
-- IDR 'BBB-';
-- Senior unsecured lines of credit 'BBB-';
-- Senior unsecured term loan 'BBB-';
-- Senior unsecured notes (indicative) 'BBB-'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings reflect the company's large, well-diversified
portfolio of predominantly regional mall assets, strong franchise
value, sufficient credit metrics for the rating, and adequate
financial flexibility highlighted by improving access to capital
and growing unencumbered asset pool. These strengths are offset by
lower growth prospects and less liquidity in lower-productivity
malls relative to Class A peers, high projected utilization of
lines of credit, elevated secured leverage, and execution risk
tied to terming out the company's lines of credit via the
unsecured debt markets.

'ONLY GAME IN TOWN' STRATEGY

CBL's investment strategy focuses on owning dominant retail
centers in middle-markets that are insulated from competition. The
average CBL property is located 30 miles from its nearest
competitor with nearly half of the portfolio meeting this 'only
game in town' investment philosophy. This strategy creates net
operating income (NOI) stability and provides barriers to entry
given that the modest population in these regions generally does
not support more than one sizable regional mall or retail center.
The company's franchise value also leads to strong relationships
with retailers while an ongoing redevelopment strategy enhances
asset quality, which helps deter new competition from entering the
market.

SOLID DIVERSITY BY GEOGRAPHY AND TENANT

The company has a granular real estate portfolio across 27 states
that benefits from strong tenant and geographic diversification.
St. Louis is CBL's largest market and generated 8.2% of 2012
revenues, while the top five markets generated 20.6%. Limited
Brands is the company's largest tenant, having generated 3.2% of
annualized revenues at June 30 with the top 10 tenants generating
only 18.3%. Further, more than 72% of revenues are generated from
tenants that individually contribute less than 1% of annual
revenue. This granularity insulates the company's cashflows from
economic weakness in any particular region as well as credit risk
at the tenant level.

UNDERPERFORMANCE RELATIVE TO 'CLASS A' PEERS

CBL has underperformed its mall REIT peers on a same-store NOI
growth basis by 100 basis points on average since 2001. The
majority of these peers focus on Class A properties in more infill
locations (tenant sales per square foot average $570), which are
generally higher productivity, lower capitalization-rate assets
with outsized growth. However, CBL's portfolio (average tenant
sales of $356 per square foot [sf]) outperformed Pennsylvania
REIT, which owns predominantly lower-productivity centers
($381/sf), by 90 basis points during the same timespan.

GROWING OUTLET PRESENCE

CBL continues to grow its outlet footprint through joint ventures
with Horizon Group Properties. The portfolio currently consists of
four properties with 1.4 million sf and is projected to grow to
over 1.7 million sf with the addition of a project in Louisville
next year. The joint ventures have generated strong double-digit
returns on these projects and management has indicated that CBL
will target a new project every 12-18 months. Fitch views this
strategy favorably given the continued solid performance for
outlets, together with the complementary nature of the business to
CBL's core mall portfolio.

IMPROVING FUNDAMENTALS

Small-shop leasing spreads increased 12.1% on a GAAP basis during
the second quarter, driven by a 26.4% improvement on new leases
and 3.9% on renewals. The outsized growth on new leases was driven
by CBL's active tenant repositioning strategy, which focuses on
replacing weaker-performing retailers on short-term, percentage-
heavy rents with stronger tenants generating higher sales per
square foot. Fitch views this strategy favorably given the
company's focus on longer-term rent growth with stronger credit
quality tenants, though there is execution risk given the
potential for downtime-driven vacancy and replacement capital
costs across the portfolio. Fitch expects double-digit blended
lease spreads during 2013, which should drive same-store NOI
growth of approximately 2% during the year.

INVESTMENT-GRADE CREDIT METRICS

CBL's leverage has declined steadily to 6.4x at June 30, 2013 from
8.1x at fiscal year-end (FYE) 2008. Fitch expects that leverage
will decline to the low 6.0x range over the next 12-24 months.
Fixed charge coverage was 2.1x for the trailing 12 months (TTM)
ended June 30, 2013 and is expected to remain in the low 2.0x
range. Fitch defines fixed-charge coverage as recurring operating
EBITDA, less recurring capital expenditures and straight-line rent
adjustments, divided by total interest incurred and preferred
dividends. These metrics are adequate for the 'BBB-' rating.

TRANSITION TO UNSECURED FINANCING STRATEGY

The company continues to undergo a transition to a predominantly
unsecured-focused debt financing strategy. Since late 2012, the
company has converted its corporate lines of credit to unsecured
and continues to reduce secured debt via repayment of mortgage
maturities. This has driven CBL's secured debt/total debt ratio to
82% at second quarter 2013 (2Q'13) from 92% at FYE 2009, with
Fitch expecting the metric to decline to below 70% over the next
12-24 months. Fitch also anticipates that the company will execute
an inaugural unsecured bond offering over the near term.

ADEQUATE LIQUIDITY AND UNENCUMBERED ASSET PROFILE

CBL has adequate base case liquidity of 1.4x from July 1, 2013-
Dec. 31, 2014. Fitch defines liquidity coverage as sources of
liquidity divided by uses of liquidity. Sources of liquidity
include unrestricted cash, availability under the unsecured
revolving credit facility, and projected retained cash flow from
operating activities after dividends. Uses of liquidity include
debt maturities, expected recurring capital expenditures, and
remaining development costs.

The company's unencumbered asset coverage of unsecured debt at
June 30, 2013 (calculated using a stressed 8.5% cap rate on 2012
unencumbered NOI) is strong for the rating at 2.7x. Fitch expects
that coverage will decline toward 2.0x over the next 12-24 months
as the company continues to transition to an unsecured-focused
debt strategy. This coverage is adequate for the rating.

HEAVY PROJECTED LINE OF CREDIT USAGE

Fitch's base case projects the company will maintain a high
utilization rate across its lines of credit of approximately 50%,
which is well above REIT peers (the median percentage drawn from
retail REITs' revolving credit facilities was 14% as of March 31,
2013). Though this would imply $650 million of availability,
investment-grade REITs generally maintain low balances on their
lines of credit, which can help mitigate a poor capital markets
environment and provide backup liquidity for opportunistic growth
transactions.

RATING SENSITIVITIES

The following factors may have a positive impact on CBL's ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining below 6.0x
   (leverage at June 30, 2013 was 6.4x);

-- Fitch's expectation of fixed charge coverage sustaining
   above 2.5x (coverage for the TTM ended June 30, 2013 was 2.1x);

-- Unencumbered asset coverage of unsecured debt (based on a
   stressed 8.5% cap rate) maintaining above 2.0x.

The following factors may have a negative impact on the company's
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining above 7.0x;

-- Fitch's expectation of fixed charge coverage sustaining below
   1.8x;

-- Inability to access the public unsecured debt market;

-- Reduced financial flexibility stemming from sustained high
   secured leverage and/or significant utilization under lines
   of credit.


CBS I: Larson & Zirzow Replaces Marquis Aurbach as Bankr. Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
CBS I, LLC, to employ Larson & Zirzow, LLC, as its counsel.

As reported in the Troubled Company Reporter on July 12, 2013, as
previously reported, the Debtor employed Marquis Aurbach Coffing
as its general bankruptcy counsel.  During MAC's retention,
Zachariah Larson, Esq., served as the primary attorney at MAC
responsible for the representation of the Debtor.  Effective
June 1, 2013, however, Mr. Larson disassociated himself from MAC
and formed L&Z.  The Debtor desires to retain L&Z in place and
stead of MAC for the remainder of its Chapter 11 case.

L&Z will be paid $450 per hour for attorneys, $175 per hour for
law clerks and paralegals, and $70 per hour for legal assistants.
The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Matthew Zirzow, Esq. -- mzirzow@lzlawnv.com -- assures the Court
that his firm is disinterested under Section 101(14) of the
Bankruptcy Code.

                           About CBS I, LLC

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing approximately 206,474
net square feet or 4.74 acres, located at 10100 West Charleston
Boulevard, in Las Vegas, Nevada.  The Debtor is owned by Jeff Susa
(25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%)
and S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Dimitri P. Dalacas, Esq., at Flangas McMillan Law Group, in Las
Vegas, represents the Debtor as special counsel.

Under the Plan filed in the Debtor's case, holders of other
general unsecured claims will receive payment of 100% of their
claims to be paid in six months after entry of the confirmation
order with simple interest at a rate of 3%.


CENTENNIAL BEVERAGE: MCG to Audit 401(K) Plan; Hearing on Sept. 3
-----------------------------------------------------------------
Centennial Beverage Group, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas to approve the expansion of the
scope of Montgomery Coscia Greilich LLP's employment and retention
to provide auditing services for the Centennial Beverage Group
401(k) Plan.

MCG will serve as the auditor and issue the applicable reports for
the 401(k) Plan for the year ended Dec. 31, 2012, in connection
with the annual reporting obligations under the Employee
Retirement Income Security Act of 1974.  MCG expects to complete
the audit and issue the report prior to the Oct. 15, 2013 filing
deadline.

The Debtor believes MCG is a "disinterested person," as defined in
11 U.S.C. Sec. 101(14) and as required by Sec. 327(a).

MCG will receive $12,600 for conducting the audit for the year
ended Dec. 31, 2012.  MCG will also charge the Debtor for all
reasonable out-of-pocket expenses, such as postage and computer
processing charges, incurred by MCG in connection with the
auditing services.

On May 14, 2013, the Court authorized the Debtor to employ MCG as
tax advisors to the Debtor.  The Court authorized MCG to prepare
the Debtor's federal tax returns for the year ended Dec. 31, 2012,
and preparation of the combined Texas franchise tax return for the
Debtor and related entities for the year ended Dec. 31, 2012.

The hearing to consider the supplemental application of MCG as
auditor will be conducted on Sept. 3, 2013, at 2:30 p.m.
Objections are due Aug. 26, 2013.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November 2012
were $158 million.  Year-over-year, revenue was down 50%,
according to a court filing.  In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.

Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.  M. Jack Martin, III, Esq., at
Jack Martin & Associates, in Austin, Tex., serves as special
counsel.  RGS LLC serves as the Debtor's financial advisor.  The
Official Committee of Unsecured Creditors has retained Munsch
Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner &
Co., P.C. as financial advisors.


CENTENNIAL BEVERAGE: Can Access Compass Bank Cash Until Aug. 31
---------------------------------------------------------------
On Aug. 2, 2013, Centennial Beverage Group, LLC, and Compass Bank
filed with the U.S. Bankruptcy Court for the Northern District of
Texas an eighth stipulation extending the term of the agreed final
order authorizing the Debtor's use of cash collateral until 11:59
p.m. Central time on Aug. 31, 2013.

The Debtor may seek reimbursement from JWV Associates, Ltd. of
certain Budgeted expenses paid by the Debtor that relate primarily
to the real property owned by JWV.  The lender does not object to
JWV's reimbursement of the Debtor for such expenses, up to the
amounts set forth in the Budget, provided that JWV will pay the
lender $125,000 in accrued but unpaid interest owing under the
term loan agreement.

Counsel for Compass Bank may be reached at:

         J. Frasher Murphy, Esq.
         Matthew T. Ferris, Esq.
         WINSTEAD PC
         500 Winstead Building
         2728 N. Harwood Street
         Dallas, TX 75201
         Fax: (214) 745-5390

The Court in February had signed off on an agreed final order
authorizing the Debtor to use cash collateral until April 30,
2013.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November 2012
were $158 million.  Year-over-year, revenue was down 50%,
according to a court filing.  In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.


CHINA NATURAL: Files List of Top Unsecured Creditors
----------------------------------------------------
China Natural Gas, Inc. submitted to the Bankruptcy Court a list
that identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Abax Nai Xin A Ltd.                              $31,775,098

Abax Lotus Ltd.                                  $17,500,000

Abax Lotus Ltd.                                   $8,914,281

A copy of the creditors' list is available for free at:

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

                    About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  The Company says it intends to oppose the motion.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., represents the Petitioners as counsel.


CONTINENTAL BUILDING: New Capital Structure No Impact on Ratings
----------------------------------------------------------------
Moody's commented that Continental Building LLC's revised capital
structure has no immediate impact on either the company's B2
Corporate Family Rating, B1 first lien senior secured bank credit
facility, or its Caa1 second lien senior secured bank credit
facility.

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

Continental Building Products LLC, headquartered in Reston, VA,
manufactures gypsum wallboard and related products for use in
residential and commercial construction, as well as for repair and
remodeling applications. It operates in the Eastern United States
and Eastern Canada. Lone Star Funds, through its affiliates, is
the primary owner of Continental. Revenues for the twelve months
through June 30, 2013 totaled approximately $352 million.


CONTINENTAL COIN: Hill Farrer Allowed $19,200 in Legal Fees
-----------------------------------------------------------
Bankruptcy Judge Geraldine Mund said Hill, Farrer & Burrill LLP is
entitled to $19,226.95 for its representation of plaintiff Rodger
Virtue.  A copy of the Court's Aug. 5, 2013 Memorandum of Opinion
is available at http://is.gd/As3pLcfrom Leagle.com.

Over the course of Nancy Hoffmeier Zamora's work as Chapter 11
trustee for Continental Coin Corp., Daniel McCarthy and the firm
by which he is employed, Hill, Farrer & Burrill, LLP, filed
numerous objections on behalf of creditor Rodger Virtue, including
an objection to the Trustee's proposed liquidation plan for
Continental Coin.  The Court confirmed the Trustee's liquidation
plan over Mr. Virtue's objection in 2007.

Continental Coin Corporation filed a voluntary Chapter 11 petition
(Bankr. C.D. Calif. Case No. 00-15821) on July 19, 2000.  The
Debtor owned and operated a retail store that sold precious gems,
jewelry, numismatic coins, gold bullion, precious metals and
collectibles, and exchanged foreign currency.  It also owned a
mint facility that made decorative and commemorative coins,
refined precious metals, and subleased office and retail space to
18 subtenants.  The Debtor owned the leases for the Retail Store,
Mint, and office space.  On Sept. 4, 2001, Nancy Hoffmeier Zamora
was appointed as the Chapter 11 trustee.  On Nov. 2, 2001, the
Court approved the Trustee's employment of Zamora & Hoffmeier as
general counsel.  The Court confirmed the Trustee's liquidation
plan on Aug. 2, 2007.


CROCKETTS, TX: Moody's Cuts Rating on $475K Rev. Certs to 'Ba1'
---------------------------------------------------------------
Moody's has downgraded to Ba1 from Baa3 the City of Crockett's, TX
Tax and Waterworks and Sewer System Surplus Revenue Certificates
of Obligation Series 2004, affecting $475,000 outstanding debt.

Rating Rationale:

The certificates are secured by a continuing and direct annual ad
valorem tax, levied against all taxable property in the city, and
are additionally secured by a junior and subordinate pledge of the
net revenues of the city's combined waterworks and sewer system.

The downgrade to Ba1 reflects the city's very narrow financial
position that has underperformed expectations in recent years and
continued reliance on interfund borrowing to support operations.
The rating also incorporates the city's limited tax base with a
weak socioeconomic profile and manageable debt burden.

Strengths:

- Manageable debt burden with no additional borrowing planned

- Stable tax base with declining unemployment rate

Challenges:

- Negative General Fund balance with no plan to increase reserves

- Modestly-sized tax base with a weak socioeconomic profile

What could make the rating go up?

- Significant improvement in General Fund reserves and trend of
maintaining balanced operations

- Material strengthening of the tax base and demographic profile

What could make the rating go down?

- Failure to maintain satisfactory General Fund liquidity

- Weakening of the local economy

Principal Methodology:

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


DEEP PHOTONICS: Oct. 22 Hearing on nLight & Kiest's Dismissal Bid
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon is set to
convene a hearing on Oct. 22, 2013, at 9:00 a.m. at Courtroom #4,
in Portland, to consider nLight Photonics Corporation and Cary
Kiest's Second Motion to Dismiss, or Convert, the case of Deep
Photonics Corporation.

Creditor and former CEO Joseph LaChapelle submitted July 25, 2013,
a joinder to the second motion to dismiss or convert filed by
nLight and Cary Kiest, adopting the arguments made by nLight and
Kiest in support of their motion.

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP,
serve as the Debtor's counsel.  The petition was signed by
Theodore Alekel, president.

Raytex Corporation and Raytex USA Corporation filed a joinder to
the Second Motion to Dismiss.  The Raytex Entities relate that
they made a good faith effort through telephone conferences to
resolve the dispute, but have been unable to do so.

S. Ward Greene, Esq., of Greene & Markley, P.C., represents the
Raytex Entities.


DEBORAH HEART: Moody's Eyes Possible Downgrade of 'B1' Rating
-------------------------------------------------------------
Moody's Investors Service has placed the B1 rating of Deborah
Heart & Lung on review for downgrade, affecting $19 million in
rated debt outstanding. This action is prompted by the Internal
Revenue Service's recent Proposed Adverse Determination letter
that the interest on Deborah's 1993 bonds is taxable following the
use of a total return swap in 2003. Deborah posted a material
event notice on August 1, 2013 to bondholders.

Moody's review will focus on Deborah's response to this recent
event and the impact on the organization's historically weak
financial performance and thin liquidity position. Potential risks
include a monetary settlement that could reduce cash balances and
ongoing litigation and/or negotiations with the IRS. Moody's
believes other cascading consequences include the possibility of
lawsuits that may arise from this event, and while perhaps not
immediate or material, could result in increased legal expenses
and management's distraction from hospital operations. Moody's
will also review the implications from any material adverse change
clauses that may be present in the indenture and other documents.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


DICKINSON TORREY: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dickinson Torrey Pines Apartments, LP
        5601 E. FM 571
        Dickinson, TX 77539

Bankruptcy Case No.: 13-80325

Chapter 11 Petition Date: August 6, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $1,173,220

Scheduled Liabilities: $1,683,365

The Company?s list of its 14 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txsb13-80325.pdf

The petition was signed by Alan Longhurst, president of general
partner.


EAST COAST: Wants Shumaker Loop Hiring Effective July 3
-------------------------------------------------------
East Coast Brokers & Packers, Inc., et al., in an amended
application dated Aug. 1, 2013, ask the U.S. Bankruptcy Court for
the Middle District of Florida for authorization to employ Steven
M. Berman, Esq., and Shumaker, Loop, & Kendrick, LLP, as special
counsel, nunc pro tunc to July 3, 2013.

The professional services the Firm is being hired to perform
include assisting the Debtors in maximizing the value of their
assets while in the control of the Chapter 11 Trustee.  The Firm
will work closely with the Debtors' general counsel to coordinate
complementary efforts and to avoid any duplication of effort.

The firm has received a retainer form a non-debtor, Angela
Madonia, in the amount of $25,000 for services to be rendered to
the Debtors as of July 3, 2013.

The Debtors, through their non-debtor family members and other
non-debtors, have agreed to compensate the Firm on an hourly basis
in this case in accordance with the Firm's hourly rates which are
in effect on the date the service is rendered, plus reimbursement
of actual and necessary costs incurred.  All payments to the Firm
will be made by non-debtors and will not come from estate assets.

A copy of the Amended Application is available at:

           http://bankrupt.com/misc/eastcoast.doc332.pdf

                      About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, serve as counsel to the Debtors.

Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker,
Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special
counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EAST AHM DEVELOPMENT: Has Confirmed Liquidating Plan
----------------------------------------------------
Bankruptcy Judge Frank L. Kurtz confirmed a Liquidating Chapter 11
Plan of Reorganization for East AHM Development, LLC, filed by the
liquidating trustee appointed in the case.  All impaired classes
have either voted to accept the Plan or are parties to a
settlement agreement which is the basis for the Plan.

Metiner G. Kimel was appointed the Chapter 11 Liquidating Trustee
in the case.  As part of the approval of the Plan, the Liquidating
Trustee is authorized to sell all Trailhead Condominium Units free
and clear of liens, without the need of further motion or order of
the Court, provided that both the Trustee and lender Union Bank
have consented to the sale, and in the alternative, that the
Trustee and Union Bank may submit ex parte orders to the Court to
approve the sales of the Trailhead Units, provided that both Union
Bank and the Trustee have consented to the sale.

The Court approved the Disclosure Statement explaining the Plan on
July 2, 2013.

A copy of the Court's Aug. 8 Findings Of Fact And Conclusions Of
Law With Regard To The Trustee's Liquidating Chapter 11 Plan Of
Reorganization, As Modified is available at http://is.gd/aL2lZ6
from Leagle.com.

The Trustee may be reached at:

          Metiner G. Kimel, Esq.
          KIMEL LAW OFFICES
          1115 West Lincoln Ave., Suite 105
          Yakima, WA 98902
          Telephone: (509) 452-1115
          Facsimile: (509) 452-1116

East AHM Development LLC, in Snohomish, Wash., filed for Chapter
11 bankruptcy (Bankr. E.D. Wash. Case No. 11-02397) on May 13,
2011.  Judge Frank L. Kurtz oversees the case.  The Law Office of
Paul H. Williams, Esq. -- phwatlaw@yahoo.com -- serves as counsel
to the Debtor.  In its petition. East AHM Development estimated
under $50,000 in assets and under $50 million in liabilities.  A
list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/waeb11-02397.pdf The petition was signed
by David Allegre, managing member.


EXCO RESOURCES: S&P Affirms 'B' CCR & Rates Secured Bank Debt 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating and 'CCC+' senior unsecured rating on
Dallas-based EXCO Resources Inc.  The outlook is negative.  S&P
also assigned a 'B+' issue-level rating (one notch above the
corporate credit rating) to EXCO's secured bank debt.  S&P
assigned the debt a '2' recovery rating, indicating its
expectation of substantial (70% to 90%) recovery in the event of a
payment default.

"This affirmation reflects our expectation that EXCO will keep
capital spending within cash flow and shift to a more prudent
acquisition strategy in the near to medium term.  The affirmation
also reflects a strengthening of natural gas prices in the past
six months and our view that natural gas prices should remain
stable over the next 18 months.  Based on these assumptions, we
forecast that the company's leverage will remain about 4x for the
next 18 months despite the recent debt-financed acquisition of
assets from Chesapeake in the Eagle Ford and the Haynesville for
$1 billion.  This level is elevated but still acceptable at the
current rating category.  In addition, this acquisition adds oil
and liquids prospects to the company's production mix, a positive
rating factor given our expectation that oil prices will remain
robust in the next couple of years," S&P said.

The negative outlook reflects Standard & Poor's expectation that
EXCO Resources Inc. could face a liquidity shortfall within the
next 12 months if it fails to sell its stake in midstream arm
TGGT.

"We would consider lowering the ratings if liquidity materially
deteriorated or leverage increased to more than 5x with no clear
path for improvement.  This would most likely occur if the company
did not execute further asset sales or spent more than expected
for capital expenditures," said Standard & Poor's credit analyst
Christine Besset.

On the other hand, S&P could revise the outlook to stable if the
company was successful in selling TGGT and leverage would improve
to 4x or less on a sustained basis.  This would likely require
some further strengthening in natural gas prices and a disciplined
approach regarding capital spending and acquisitions.


FGC LIQUIDATION: Can Make Final Distribution of Remaining Cash
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts on
Aug. 8, 2013, authorized FGC Liquidation, LLC (f/k/a Fletcher
Granite Company, LLC), and Fletcher Granite Company of Georgia,
LLC, to make a final pro rata distribution to wage claimants and
outside professionals.

Following receipt of the certification of such final distribution,
the Bankruptcy Court will enter an order dismissing the Debtors'
Chapter 11 cases.

According to papers filed with the Court on June 25, 2013, the
Debtors' have now been liquidated.  "All real estate, machinery
and equipment owned by FGC-Georgia and FGC was sold in 2010 for
$7,000,000," the Debtors told the Court.

The Debtors explained, "FGC-Georgia had no other assets.  FGC's
inventory has now all been sold in the ordinary course of
business.  FGC's accounts receivable have been collected to the
maximum extent justified by collection-related expenses.  All
Chapter 5 and other causes of action have been brought to
conclusion.  A 50% interim distribution was made to the wage
claimants pro rata with professionals for fees incurred from and
after Jan. 1, 2011.  The only matters remaining are final
allowance of fees of professionals and distribution of the
remaining cash."

                      About Fletcher Granite

Westford, Massachusetts-based Fletcher Granite Company, LLC (n/k/a
FGC Liquidation, LLC -- http://www.fletchergranite.com/--
produced granite for buildings, bridges and road construction.

Fletcher Granite filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-43884) on Aug. 2, 2010.  FGC's wholly
owned subsidiary, Fletcher Granite Company of Georgia, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-
44443) on Sept. 3, 2013.  David J. Reier, Esq., and Laura Otenti,
Esq., at Posternak Blankstein & Lund LLP, served as counsel to the
Debtor.  The Debtor estimated its assets at $10 million to $50
million and debts at $1 million to $10 million in its Chapter 11
petition.  The U.S. Trustee formed a five-member Official
Committee of Unsecured Creditors.  Michael J. Fencer, Esq., and
Steven C. Reingold, Esq., at Jager Smith, P.C., serves as counsel
for the Committee.

In November 2010, the judge approved a $7 million all-cash sale of
Fletcher Granite's assets to stalking-horse bidder Nesi Realty
LLC.  The Debtor renamed itself to FGC Liquidation, LLC, following
the sale.


FOOD CORPORATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Food Corporation International
        12510 North Freeway
        Houston, TX 77060

Bankruptcy Case No.: 13-34936

Chapter 11 Petition Date: August 6, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Perry N. Bass, Esq.
                  P.O. Box 52163
                  Houston, TX 77052
                  Tel: (713) 839-7440

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

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

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

The petition was signed by Perry Bass, president.


FOURTH QUARTER: Asks Continuance of Hearing on Dismissal Motion
---------------------------------------------------------------
Fourth Quarter Properties XXXVIII, LLC, Cornerstone Commercial
Mortgages, LLC, and Charter Bank ask the U.S. Bankruptcy Court for
the Northern District of Georgia for a continuance of the
August 6, 2013 hearing on the motion by Cornerstone and Charter to
dismiss case, or in the alternative for relief from the automatic
stay pursuant to 11 U.S.C. Sec. 362(d), filed May 2, 2013.

According to papers filed with the Court August 5, through
negotiations, the Parties have reached an agreement regarding
their claims, subject to the Court's approval, and the Debtor has
contemporaneously filed its Motion of Debtor to Approve Settlement
with Cornerstone and Charter seeking approval of their agreement.
The Parties have thus agreed, subject to the Court's approval, to
the continuance of the hearing on Cornerstone and Charter's Motion
to Dismiss, until the Court has had an opportunity to hear the
Settlement Motion.

According to the Parties, the Office of the United States Trustee
has advised counsel for the Debtor that it does not oppose the
requested relief.  In the event the Court denies the Settlement
Motion, the Parties said, any Party may request that the hearing
on the Motion to Dismiss be heard on not less than ten (10) days
advance notice.

Counsel for the Debtor may be reached at:

         Austin E. Cartin, Esq.
         Matthew S. Cathey, Esq.
         STONE & BAXTER, LLP
         577 Mulberry Street, Suite 800
         Macon, GA 31201
         Tel: (478) 750-9898
         Fax: (478) 750-9899
         E-mail: acarter@stoneandbaxter.com

Counsel for Cornerstone Commercial Mortgages, LLC, can be reached
at:

         Robert P. Reynolds, Esq.
         Ryan R. Hendley, Esq.
         REYNOLDS, REYNOLDS & LITTLE, LLC
         Tel: (205) 391-0073
         E-mail: rhendley@rrllaw.com

Counsel for Charter Bank may be reached at:

         Lynn Carroll, Esq.
         SIEGEL & GOLDER, P.C.
         One Premier Plaza
         5605 Glenridge Drive, Suite 690
         Atlanta, GA 30342
         Tel: (404) 252-3000
         E-mail: lcarroll@sglegal.com

                 About Fourth Quarter Properties

Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.  The Debtor is a single asset real estate debtor
as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47
& 59 Ansley Drive, in Newnan.  The Debtor estimated at least
$10 million in assets and at least $1 million in liabilities as of
the Chapter 11 filing.

Austin E. Carter, Esq., and Matthew Stewart Cathey, Esq., at Stone
& Baxter, LLP, in Macon, Georgia, serves as the Debtor's counsel.


FOURTH QUARTER: Asks Continuance of Hearing on Exclusivity Motion
-----------------------------------------------------------------
Fourth Quarter Properties XXXVIII LLC, with the Consent of
Cornerstone Commercial Mortgages, LLC, and Charter Bank, asks the
U.S. Bankruptcy Court for the Northern District of Georgia for a
continuance of the August 6, 2013 hearing on the Motion of the
Debtors to Extend Exclusive Periods Within Which to File a Plan
and Obtain Acceptances Thereof, filed July 2, 2013, until
Sept. 13, 2013, at 10:00 a.m., at which time the hearing on the
Settlement Motion has been scheduled.

According to papers filed with the Court August 6, through
negotiations, the Parties have reached an agreement regarding
their claims and the resolution of the Debtor's case, subject to
the Court's approval, and the Debtor has contemporaneously filed
its Motion of Debtor to Approve Settlement with Cornerstone and
Charter (Dkt. 100) seeking approval of their agreement.  The
Parties have thus agreed, subject to the Court's approval, to the
continuance of the hearing on Debtor's Motion to Extend
Exclusivity,  until the Court has had an opportunity to hear the
Settlement Motion.

                 About Fourth Quarter Properties

Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.  The Debtor is a single asset real estate debtor
as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47
& 59 Ansley Drive, in Newnan.  The Debtor estimated at least
$10 million in assets and at least $1 million in liabilities as of
the Chapter 11 filing.

Austin E. Carter, Esq., and Matthew Stewart Cathey, Esq., at Stone
& Baxter, LLP, in Macon, Georgia, serves as the Debtor's counsel.


FR 160: Required to Pay June Dues and Interest Protection Payments
----------------------------------------------------------------
On July 29, 2013, the U.S. Bankruptcy Court for the District of
Arizona entered an order granting in part Flagstaff Ranch Golf
Club's June 28 motion for relief from the automatic stay and for
order for the turnover of cash collateral.

The Court's Order required FR 160, LLC, to pay both the dues and
interest protection payments for the month of June in the amounts
set forth in the Order Granting in Part and Denying in Part
Flagstaff Ranch Golf Club's Request for Adequate Protection [D.E.
No. 310] by no later than 5:00 p.m., on July 30, 2013.

If the Debtor fails to make the June dues and interest adequate
protection payments by no later than 5:00 p.m., on July 30, 2013,
the automatic stay in place, as modified by the Order, will be
lifted as to the Debtor's 50 lots and Tract to allow the Golf Club
to exercise its rights under state law and pursuant to its
applicable loan and security documents and to release all Golf
Club memberships presently held in escrow for the benefit of the
Debtor.

A hearing on the Golf Club' Third Motion for relief from the
Automatic Stay and for Order for the Turnover of Cash Collateral
(D.E. No. 470) will be held on Aug. 8, 2013, at 1:30 p.m.

In response to FRGC's Motion, the Debtor argued:

   1. No cause exists under Sec. 362(d)(1) to grant stay relief.
The Golf Club is receiving adequate protection payments during the
pendency of the Debtor's bankruptcy proceeding.

   2. The Debtor's Real Property is essential to the Debtor's
reorganization efforts.  Although the Court denied the Debtor's
Amended Plan, the Debtor has appealed that order to the District
Court, and believes it will prevail on appeal.

   3. The Golf Club's request that the Court determine the extent
and validity of its alleged lien in the proceeds received by the
Debtor in connection with the sale of Lot 132, and order the
release of the golf club memberships from escrow lacks merit.

In its reply to the Debtor's response to its Third Motion, the
Golf Club said that the Debtor is trying to fool the Bankruptcy
Court into thinking that it is under no obligation to make
adequate protection payments on a monthly basis, and that the
automatic stay should remain in place even though the Debtor has
decided to hold the Golf Club's monthly adequate protection
payments hostage.  In fact, the Golf Club stated, the Debtor has
not made adequate protection payments since May.  The Golf Club
added that the denial of the Debtor's Amended Plan is sufficient
to grant stay relief, and that the Debtor cannot confirm a Plan of
Reorganization because it has already filed two plans, both of
which have been denied confirmation.

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.

The Amended Plan dated April 1, 2013, provides that funds to be
used to make cash payments under the Amended Plan have been or
will be generated from (i) the new value contributed by IMHFC in
the amount of $500,000 to be deposited with the Debtor by no later
than the Effective Date, (ii) the revenues derived from the sale
of lots by the Debtor or the Reorganized Debtor; and (iii) the net
proceeds from any Debtor Causes of Action.


FR 160: Motion for Leave to Appeal Order Denying Confirmation
-------------------------------------------------------------
FR 160, LLC, filed with the U.S. Bankruptcy Court for the District
of Arizona on July 9, a motion for leave to appeal the Court's
June 26, 2013 Minute Entry Order denying confirmation of the
Debtor's Amended Plan of Reorganization dated April 1, 2013.
According to the Debtor, the Bankruptcy Court denied confirmation
of the Amended Plan based upon a determination that (i) the Debtor
did not have an impaired accepting class under Sec. 1129(a)(10),
and (ii) the Amended Plan did not satisfy the absolute priority
rule.

According to papers filed with Court, granting the Debtor leave to
appeal would avoid wasteful litigation and would materially
advance the ultimate termination of the litigation.  Moreover,
according to the Debtor, the basis for the Bankruptcy Court's
denial of the Amended Plan involves controlling issues of law,
such as the appropriate standards for (i) determining whether a
class of claims can be separately classified, (ii) classifying a
creditor as a non-statutory insider, and (iii) determining the
sufficiency of the new value contribution.  Unless these legal
questions are not settled, there are substantial grounds for a
difference of opinions, the Debtor argued.

Foregoing considered, the Debtor, therefore, seeks leave to appeal
the order under Rule 8003.

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.

The Amended Plan dated April 1, 2013, provides that funds to be
used to make cash payments under the Amended Plan have been or
will be generated from (i) the new value contributed by IMHFC in
the amount of $500,000 to be deposited with the Debtor by no later
than the Effective Date, (ii) the revenues derived from the sale
of lots by the Debtor or the Reorganized Debtor; and (iii) the net
proceeds from any Debtor Causes of Action.


FRANK'S OILFIELD: Court Strikes Joinder to Settlement Objection
---------------------------------------------------------------
Bankruptcy Judge David T. Thuma struck a joinder to the objection
filed against an agreement reached by the chapter 11 trustee of
Frank's Oilfield Service, Inc., to settle claims in the New Mexico
Litigation with Elm Ridge Exploration.

The objection was filed by A&J Well Service.  Jesus Villalobos
filed the joinder.  The Chapter 11 Trustee asked the Court to,
inter alia, strike the Joinder as untimely.

"The Court will treat the Joinder as a very untimely objection,
and will strike it. To do otherwise would mean that objections
deadlines in this district would have little or no meaning, a rule
that would substantially disrupt the administration of New Mexico
bankruptcy cases. The Court will enter a separate order striking
the Joinder. The Trustee should submit promptly a form of order
granting the Settlement Motion," Judge Thuma said.

A copy of the Court's Aug. 9, 2013 Memorandum Opinion is available
at http://is.gd/Dik1RRfrom Leagle.com.

Farmington, New Mexico-based Frank's Oilfield Service, Inc., dba
Frank's Well Service, which offers excavating and haulage
services, filed for Chapter 11 bankruptcy (Bankr. D. N.M. Case No.
06-10826) on May 23, 2006, in Albuquerque.  William F. Davis,
Esq., at Davis & Pierce, P.C., serves as the Debtor's counsel. In
its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.


GARDNER DENVER: S&P Assigns 'B' CCR & Rates $2.83BB Facilities 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Wayne, Pa.-based Gardner Denver Inc.
(GDI).  The rating outlook is stable.  At the same time, S&P
assigned a 'B' issue rating to the company's $2.83 billion senior
secured credit facilities, which will comprise a $1.9 billion
senior secured U.S. dollar tranche term loan, a EUR400 million
senior secured euro tranche term loan, and a $400 million
revolver.  S&P assigned a '3' recovery rating to the senior
secured credit facilities to indicate its expectation that lenders
would receive meaningful (50%-70%) recovery in the event of a
payment default.  S&P also assigned a 'B-' issue rating to the
company's $575 million senior unsecured notes and a '5' recovery
rating to indicate its expectation that lenders would receive
modest (10%-30%) recovery in the event of payment default.

GDI is the borrower under the senior secured facilities and is the
issuer of the unsecured notes.  Gardner Denver Holdings GmbH & Co.
KG and GD First (UK) Ltd. are additional coborrowers under the
revolving credit facility.

"Our ratings on GDI reflect our assessment of the company's
financial risk profile as "highly leveraged" and business risk
profile as "satisfactory."  The ratings reflect our expectation
that GDI will maintain its good market position in cyclical and
competitive markets and that the company will use free cash flow
to reduce debt to levels we consider appropriate for the rating,
including debt to EBITDA of less than 6x and FFO to debt of about
10%," S&P added.  S&P views the company's management and
governance as "fair".

The rating outlook is stable.  "The rating reflects our
expectation that credit measures will improve during the next two
years based on continuing good profitability and modest debt
reduction from free cash flow," said Standard & Poor's credit
analyst Svetlana Olsha.

S&P could lower the rating if weakness in the company's operating
performance limits improvement in credit measures.  This could
happen, for instance, if global growth slows down and there is a
contraction in industrial production, resulting in margins that
decline by more than 200 basis points, and the company appears
unlikely to maintain FFO to total debt of more than 5% or if S&P
expects it will be unable to generate positive free cash flow.

S&P could raise the rating if it expects operating performance to
improve so that FFO to total debt appears likely to exceed 10% and
S&P expects leverage to decline and remain below 5x.  This could
occur if, for example, GDI significantly reduces debt, possibly
through excess cash balances and free operating cash flow
generation.


GLOBAL AXCESS: Selling ATM Business for $10 Million
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Axcess Corp. arranged a hearing on Aug. 16 for
the bankruptcy court in Reno, Nevada, to devise auction procedures
testing whether a bid of $10 million from Financial Consulting &
Trading International Inc. is the best offer for its ATM business.

According to the report, the Debtor proposes an Aug. 30 for other
bids, followed by an auction on Sept. 4.

FCTI's offer includes acquiring accounts receivable and deposits.
The purchase price will be adjusted based on working capital. FCTI
isn't acquiring the right to file lawsuits.  Global Axcess filed
for Chapter 11 reorganization on Aug. 5, owing $14.8 million to
secured lender Fifth Third Bank.

The ATM business is operated by the bankrupt affiliate Nationwide
Money Services Inc. It has 4,500 ATMs in 46 states.  The machines
average 1.7 million transactions a month.

                        About Global Axcess

Jacksonville, Fla.-based Global Axcess Corp., through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.
Affiliate Nationwide Ntertainment Services Inc. has 323 DVD
rental kiosks, mostly on military bases.

Global Axcess along with affiliates sought Chapter 11 protection
(Bankr. D. Nev. Case No. 13-51562) in Reno, Nevada on Aug. 5.

Gabrielle A. Hamm, Esq., at Gordon Silver, serves as counsel.
Smith, Gambrell & Russell, LLP is the co-counsel.  Morris Anderson
is the financial advisor, and Mayer Hoffman McCann, P.C., is the
tax consultant.

Global Axcess disclosed assets of $9.2 million and debt totaling
$19.3 million.


GRAFTECH INTERNATIONAL: Moody's Affirms Ba1 CFR; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed all ratings for GrafTech
International Ltd., including the Ba1 Corporate Family Rating, and
revised the rating outlook to negative.

"Diminished pricing power in the electrode market has taken
GrafTech's credit measures outside the expected range for a Ba1
rating. A rating downgrade could follow if the company is not able
to take the necessary actions to place the company on a trajectory
to restore credit measures by the end of 2014," said Ben Nelson,
Moody's Assistant Vice President and lead analyst for GrafTech.

The graphite electrode industry has struggled with falling pricing
with recent capacity expansion and some customer substitution into
lower-quality products exacerbating softness in key end markets.
The global steel industry remains in a weak state with little
catalyst for near-term improvement considering the tepid pace of
recovery in the domestic economy, continued softening in the
European economy, and increasing evidence of slowing growth in
China. While a key competitor announced recently a substantive
increase in pricing, the present supply/demand balance of the
industry does not seem supportive of full and widespread
acceptance by customers. As such, Moody's believes that weak
industry conditions likely will persist into 2014.

Moody's revised the outlook to negative to reflect expectations
for credit measures to weaken significantly and signal that a
downgrade could follow absent expectations for improvement by the
second half of 2014. Financial leverage moved above 3 times
(Debt/EBITDA) for the twelve months ended June 30, 2013. Moody's
expects leverage to increase towards 4 times by year-end with
total interest coverage near 4 times (EBITDA/Interest; inclusive
of non-cash interest) and at best low single digit percentage free
cash flow to debt (FCF/Debt). Moody's has not moved the rating
down because a combination of strong market positions, upcoming
changes to raw material purchase commitments, and a good liquidity
position provides the company with some time to improve its credit
measures.

In order to maintain the Ba1 rating in the expected industry
environment, GrafTech will need to control costs and use its free
cash flow to reduce revolver borrowings to return credit measures
to levels considered appropriate for the rating category.
Management reduced guidance for capital spending on its first
quarter conference call and operating expenses on its second
quarter conference call. External purchase requirements for needle
coke will drop significantly at year-end following the expiration
of a major supply contract, which will allow GrafTech to rely more
heavily on needle coke produced internally by its Seadrift
operation and start to work down high needle coke inventories.

Ratings Rationale:

The Ba1 CFR benefits from leading market positions within the
graphite electrodes business, solid profit margins, geographic and
operational diversity, partial back-integration, and a strong
balance sheet. Good liquidity and expectations for very solid mid-
cycle credit measures help offset weak credit measures for the
rating category at present. Reliance on a single segment for the
majority of earnings and cash flow, end market cyclicality, and
raw material volatility also constrain the rating.

The SGL-2 Speculative Grade Liquidity Rating signals good
liquidity to support operations in the near-term driven by
expectations for free cash flow near breakeven levels, good
capacity on committed credit lines, and good cushion of compliance
under financial maintenance covenants.

Moody's expects the company will generate sufficient EBITDA to
cover approximately $25 million of cash interest expense and
planned capital expenditures of $90-110 million in 2013, and
following the expiration of the external supply contract should
see cash flow generation strengthen appreciably in 2014. GrafTech
reported $110 million of borrowings against its $570 million
revolving credit facility at June 30, 2013, though Moody's
believes that the senior secured leverage ratio test set at 2.25x
limits the company's ability to draw the full amount under the
facility. While outside the SGL horizon at present, Moody's notes
that the company must refinance or repay $200 million in senior
subordinated notes by November 2015.

The negative outlook reflects expectations for credit measures to
remain outside expected levels for the rating category for at
least the next few quarters as weak industry conditions weigh on
GrafTech's operating performance. Moody's could downgrade the
rating if credit measures do not start to improving by early 2014
and evidence that the company is on track to reduce financial
leverage to below 3 times by early-to-mid 2015. An adverse
structural shift in profit margins, sustained negative free cash
flow, or significant deterioration in the company's liquidity
position could also lead to a rating downgrade. Moody's could
stabilize the rating outlook with improved market conditions,
including evidence that the industry will be able to achieve a
meaningful improvement in pricing, and expectations for leverage
to return to below 3 times within two-to-three quarters. While a
rating upgrade is unlikely due to the company's narrow business
profile, Moody's could consider an upgrade with continued work
towards reducing the cyclicality of operating earnings in the
electrodes business and a significant expansion of the engineering
solutions business without any degradation of the company's
expected mid-cycle credit measures.

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

Headquartered in Parma, Ohio, GrafTech International Ltd.
manufactures graphite electrodes, refractory products, needle coke
products, advanced graphite materials, and natural graphite
products. The company has 19 manufacturing facilities located in
four continents. Annual production capacity for graphite
electrodes is about 255,000 metric tons.


GREAT WOLF: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Great Wolf Resorts Inc. to 'B+' from 'B' and
removed the rating from CreditWatch with positive implications,
where we placed it on July 17, 2013.  The rating outlook is
stable.

On July 17, 2013, S&P assigned the company's $100 million senior
secured revolving credit facility due 2018 and $320 million senior
secured term loan due 2020 its 'BB-' issue-level rating (one notch
above the corporate credit rating), with a recovery rating of '2'.
The '2' recovery rating reflects S&P's expectation for substantial
(70% to 90%) recovery for lenders if a payment default occurs.
The company will use proceeds from the term loan to repay about
$230 million in outstanding first mortgage notes, $48 million
outstanding under the Concord mortgage loan, and debt breakage
costs, fees, and expenses.

"The upgrade reflects our expectation that EBITDA coverage of
interest expense is likely to improve to the 3x area in 2013, and
our reassessment of the company's liquidity profile as "strong"
following the addition of the revolving credit facility," said
Standard & Poor's credit analyst Emile Courtney.

In addition, S&P anticipates good operating performance over the
next two years should result in total debt to EBITDA improving to
the low-5x area by 2014.  Nonetheless, this level of leverage is
aligned with a "highly leveraged" financial risk profile,
according to S&P's criteria.

The rating also reflects S&P's assessment of Great Wolf's business
risk profile as "weak," based on its limited asset diversity (the
company's seven Generation II resorts contribute about 80% of
EBITDA), a reliance on consumer discretionary spending, and a high
level of competition with other leisure activities for consumer
discretionary income.  The company's less-volatile operating
performance during the recent downturn, compared with many of its
lodging and theme park peers, somewhat offsets these negative
rating factors.

The stable outlook reflects S&P's expectation that Great Wolf can
sustain credit measures within the thresholds for a 'B+' rating
over the intermediate term.  These measures are total debt to
EBITDA below 6x and EBITDA coverage of interest expense in the
low-2x area and above.

S&P could lower ratings if the company's operating performance is
meaningfully worse than its current expectation and EBITDA
coverage of interest expense falls to the mid-1x area.

Higher ratings over the intermediate term are unlikely given S&P's
expectation for Great Wolf to be highly leveraged through 2014.
Ownership is also an upgrade constraint given the tendency of
financial sponsors to add leverage following periods of improved
debt capacity.  Before a potential upgrade, S&P would need to be
confident Apollo's financial policy for Great Wolf is aligned with
an improved "aggressive" financial risk score.


GROUP 1 AUTOMOTIVE: S&P Raises Sr. Unsecured Debt Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Group 1 Automotive Inc.'s senior unsecured debt to 'BB-' from
'B+' and revised the recovery rating to '5' from '6', which
indicates modest (10% to 30%) recovery of principal in the event
of a default.  At the same time, S&P affirmed the 'BB' corporate
credit rating on Group 1.  The outlook remains positive.

"The debt issue upgrade reflects the higher collateral available
to noteholders in the event of default," said Standard & Poor's
credit analyst Nancy Messer.  This results from Group 1's
expansion into Brazil and the U.K. because the equity value of
these properties is not pledged to domestic lenders and would be
largely available for unsecured in the event of default.

The positive outlook reflects a one-in-three chance that Group 1's
corporate credit rating could be raised to 'BB+' within the next
year, if the company is able to sustain profitability and cash
flow levels, if leverage remains near the current level or better,
and if the company's strategic and financial policies continue to
balance growth with credit quality.  S&P believes that Group 1's
credit measures could improve modestly from this level in the year
ahead because of its resilient business model, focused financial
policy, and demonstrated operating expertise in recent years.

The ratings on Group 1 reflect S&P's view of its "fair" business
risk profile and "significant" financial risk profile.  Group 1 is
one of several large consolidators in the highly competitive and
very fragmented U.S. auto retailing industry.

The positive rating outlook on Group 1 reflects a one-in-three
likelihood that S&P could raise the rating on Group 1 in the year
ahead if S&P revised its assessment of Group 1's business profile
to "satisfactory".  For this to occur, S&P would need to see
sustained profitability to substantiate its expectation that Group
1's profit would remain stable relative to revenues in the event
of another economic downturn. S&P would also expect FFO to total
debt to remain at 20% or higher, leverage to remain in the 3.0x-
3.5x range, and debt to capital to be less than 50%.

For the 12 months ended June 30, 2013, Group 1's FFO to debt was
25.4% of lease-adjusted total debt, leverage stood at 2.8x, and
debt to total capital was 46%.  S&P expects Group 1's improved
operating efficiencies, combined with its somewhat diverse revenue
stream and brand mix, to enable it to generate free cash flow
after capital spending in 2013 and again in 2014.  S&P would also
need to believe that the company will employ a moderate financial
policy that balances shareholders' expectations with credit
quality consistent with a higher rating.

Alternatively, S&P could revise the outlook to stable if a shift
in financial policies leads to leverage exceeding 3.5x or FFO to
total debt falling below 20% in the year ahead.  This could occur
if aggressive debt-financed acquisitions led to higher debt, and
if EBITDA for any 12-month period were to drop to $270 million or
lower, leading to leverage of 3.5x, or if the slow economic
recovery reverses course, leading to declining revenues the
company cannot offset with cost controls.  S&P could also revise
the outlook to stable if Group 1 uses a material amount of cash to
fund a dividend payout to shareholders or to repurchase its common
shares, though S&P believes this scenario is less likely.


HAAS ENVIRONMENTAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Haas Environmental, Inc.
        7 Red Lion Road
        Vincentown, NJ 08088

Bankruptcy Case No.: 13-27297

Chapter 11 Petition Date: August 6, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Jerrold N. Poslusny, Jr., Esq.
                  COZEN O'CONNOR
                  LibertyView, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000
                  E-mail: jposlusny@cozen.com

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

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

The petition was signed by Eugene Haas, president.

Debtor?s List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Zappa-Tec, LLC                     --                     $117,500
828 Knox Road
McLeansville, NC 27301

Williams Oil & Propane             --                     $117,495
207 York Avenue
Towanda, PA 18848

Somerset Products, LLC             --                     $108,526
P.O. Box 199
Bloomfield, CT 06002

RecOil incorporated                --                     $102,776

Wastequip/Accurate                 --                      $97,474

Wright Express FSC                 --                      $91,300

Somerset Regional Water Resources  --                      $90,817

Hydro Recovery                     --                      $81,254

Pipe Services                      --                      $72,676

Adler Tank Rentals                 --                      $67,431

Code Red Safety IN                 --                      $47,432

Pollio Electric                    --                      $43,930

VSI Rentals, LLC                   --                      $42,841

Paulson Oil Company                --                      $38,782

Waste Management                   --                      $38,687

R&M Oil Company                    --                      $28,848

Labor Finders                      --                      $28,483

Environmental Recovery             --                      $27,261

Williams Oil                       --                      $26,525

Larry Schmidt Truck Sales          --                      $25,907


HIGHWAY TECHNOLOGIES: Panel Says Settlement Not Based on Waiver
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Highway Technologies Inc. creditors' committee
said a settlement with secured lenders wasn't negotiated based on
a waiver of claims belonging to the company.  Instead, the
creditors said they compromised their objections to financing the
bankruptcy and therefore have the right to settle on terms
providing that some of the lenders' collateral is directed to
unsecured creditors outside of a Chapter 11 plan.

The report relates that at a hearing Aug. 14, the bankruptcy court
in Delaware will be called on to approve a settlement whereby
secured lenders will create a trust for unsecured creditors to be
funded with 80 percent of proceeds from the sale of "rolling
stock."  The lender will get none of the proceeds until unsecured
creditors recover 10 percent.  Then, the lenders and unsecured
creditors will share pro rata.

The U.S. Trustee objected to the settlement, contending it
violated the rules governing priority among creditors.  In
response, the committee noted in an Aug. 9 court filing that not a
single creditor objected to the settlement, aside from a limited
objection from an insurance company, which is being resolved.
The committee points out how it seemed when the bankruptcy began
in May there would be no recovery except for secured lenders. The
settlement, according to the committee, benefits all creditor
classes.

As for creditors with claims arising during the Chapter 11 case,
the committee recited how financing is sufficient to cover all
"reasonably anticipated" costs of the bankruptcy.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., at Pachulski Stang Ziehl & Jones LLP,
serves as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.

Richards, Layton & Finger, P.A. represents the Official Unsecured
Creditors' Committee as counsel.  Gavin/Solmonese LLC serves as
its financial advisor.


HUNTSMAN INTERNATIONAL: Moody's Rates $100MM Loan Add-on 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the incremental
$100 million Term Loan B due 2017 of Huntsman International LLC.
Proceeds will be used for general corporate purposes. HI's secured
term loan facility was previously expanded by $225 million in
March 2013. HI is a subsidiary of Huntsman Corporation. The rating
outlooks for Huntsman and HI are positive.

"Although financial performance weakened in the first quarter of
2013, we have maintained the positive outlook based upon the
assumption that Huntsman's performance will recover in the second
half of 2013," said Moody's analyst John Rogers. "Second quarter
numbers demonstrated a more normal seasonal improvement and went a
long way to closing the gap with prior year results."

Ratings assigned:

  $100 million senior secured term loan B due 2017 at Ba1 (LGD2,
  25%)

* Moody's also updated the LGD assessment on the senior unsecured
  notes to 71% from 70% due to the increase in secured debt

Ratings Rationale:

The Ba3 Corporate Family Rating at Huntsman and HI reflect its
solid competitive position in urethanes, epoxies and TiO2, as well
as an experienced management team. Additional support for the
rating is based on management's desire to reduce net leverage to
about 2 to 2.5 times on a normalized EBITDA basis (this ratio does
not incorporate Moody's adjustments). Management's public
statements on reducing leverage have been consistent over the last
several years and they intend to limit acquisitions in order to
achieve and maintain its targeted leverage. The ratings are
nevertheless tempered by weaker performance in 2013 and prospects
for limited free cash flow generation due to cost reduction
programs. Other concerns are related to the on-going weakness in
the epoxy and TiO2 markets, and the uncertainty over the timing
for a full recovery in these businesses. On an LTM basis, Huntsman
generated Net Debt/EBITDA of roughly 4.1x and Retained Cash
Flow/Net Debt (RCF/ND) of over 11%.

The positive outlooks reflects Moody's expectation that Net
Debt/EBITDA will fall sustainably below 3.5x and that RCF/ND will
rise to, and remain in, the mid-teens. To the extent that Huntsman
can achieve these targets over the next four quarters; Huntsman's
CFR could be raised to Ba2. To the extent that reported EBITDA
fails to rise above $550 million in the second half of 2013,
Moody's would return Huntsman's outlook to stable. Finally, there
could be negative pressure on the rating, if Huntsman were to
undertake a large acquisition or a significant share buy-back
program.

Huntsman's liquidity profile (SGL-2) is good reflecting solid cash
balances ($172 million at the end of June 2013), over $380 million
available under is $400 million revolver and roughly $275 million
in combined availability under its US and European accounts
receivable programs. In addition, Moody's expects Huntsman to
generate roughly $150-200 million of free cash flow over the next
four quarters.

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

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products. Huntsman's products are used in a
wide variety of end markets, including aerospace, automotive,
construction, consumer products, electronics, medical, packaging,
coatings, refining and synthetic fibers. Huntsman has revenues of
almost $11 billion.


IN PLAY: Sept. 3 Hearing to Approve Plan Outline
------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado will
convene a hearing on Sept. 3, 2013, at 2 p.m., to consider the
adequacy of information in the Disclosure Statement explaining In
Play Membership Golf Inc.'s Plan of Reorganization dated July 22,
2013.

According to the Disclosure Statement, upon confirmation of the
Plan, the Reorganized Debtor will implement its Plan by:

   a) paying holders of allowed Chapter 11 Administrative Expenses
      on the Effective Date of the Plan unless otherwise agreed to
      between these parties and the Debtor;

   b) paying quarterly fees to the U.S. Trustee as required by the
      Bankruptcy Code until its case is closed, converted to a
      Chapter 7 case or dismissed by the Bankruptcy Court;

   c) continuing to operate its business until its real property
      is sold to Oread Capital & Development;

   d) continuing to properly insure its assets until sold;

   e) selling its real property to Oread Capital & Development
      pursuant to the terms of the Letter of Intent; and

   f) paying creditor classes established under the Plan
      commencing on the Effective Date and continuing monthly
      thereafter until the Closing Date, at which time the
      creditor classes will be paid in full as provided for under
      the Plan.

A copy of the Disclosure Statement is available for free at

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

                   About In Play Membership Golf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  Jeffrey A. Weinman, Esq., at Weinman & Associates,
P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent
the Debtor in its restructuring effort.  Allen & Vellone, P.C.
serves as the Debtor's co-counsel.  The Debtor estimated assets
and liabilities of at least $10 million.


IPC INT'L: Security Firm Files for Sale to Universal Protection
---------------------------------------------------------------
IPC International Corp., a provider of security services for
350 shopping malls, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-bk-12050) on Aug. 9 in Delaware after
signing a contract for Universal Protection Services LLC to buy
the business for $21.3 million plus assumption of specified
liabilities.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that IPC, based in Bannockburn, Illinois, is asking the
bankruptcy judge to approve auction procedures under which
competing bids would be due on Sept. 16, followed by an auction on
Sept. 18 and a hearing on Sept. 25 to approve sale.

Even without a higher bid at auction, the price will be sufficient
to pay secured creditors in full along with expenses of the
bankruptcy.  Unsecured creditors should receive some recovery from
the sale, according to a court filing.

The petition shows assets and liabilities both exceeding
$10 million.  Liabilities include $6.9 million on a revolving
credit and $10.4 million on term loans owing to PrivateBank &
Trust Co., as agent.

Bankruptcy was the result of losses on a U.K. affiliate that was
sold, as well as competition and the cost of liability insurance.


JEH COMPANY: Files List of Top Unsecured Creditors
--------------------------------------------------
JEH Company et al., submitted to the Bankruptcy Court a list that
identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
PABCO Roofing                                    $7,018,399.05
10600 White Rock Road
Bldg B Suite 100
Rancho Cordova, CA 95670

Prime Source Note                                $2,377,754.13
Jerry Kegley, SVP &CFO
1321 Greenway Drive
Irving, TX 75038

Bridgewell Resources, LLC                        $1,017,720.66
Attn Trina Travis
PO Box 23372
Tigard, OR 97281

A copy of the creditors' list is available for free at:

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

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas, on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.


LAND SECURITIES: Ordered to File Amended Disclosures by Sept. 3
---------------------------------------------------------------
In a minute Order entered August 6, 2013, the U.S. Bankruptcy
Court for the Colorado ordered Land Securities Investors, Ltd., et
al., to file an amended disclosure statement for the Debtors'
Chapter 11 Joint Plan of Reorganization (filed May 24, 2013), on
or before Sept. 3, 2013.  Objections to the amended disclosure
statement are due on Sept. 17, 2013.  The hearing to approve the
amended disclosure statement is set for Sept. 25, 2013, at 1:30
p.m.

As reported in the TCR on July 5, 2013, according to the
disclosure statement filed June 24, 2013, the Plan provides for
the specification and treatment of all creditors and interest
holders of the Debtors.  Priority claims will be paid in full.
Unsecured claims will be amortized over 10 years and paid in full
in monthly installments at 1% per annum with 7-year balloon.
Contracts will be cured within 180 days and paid in the ordinary
course of business.  Interests will be retained by owners.

A copy of the Disclosure Statement dated June 24, 2013, is
available for free at:

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

                      About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.

Lee M. Kutner, Esq. -- lmk@kutnerlaw.com -- of Kutner Miller
Brinen, P.C., in Denver, Colorado, acts as legal counsel to Land
Securities Investors, Ltd.  Jeffrey A. Weinman, Esq. --
weinman@weinmanpc.com -- of Weinman & Associates, P.C., in Denver,
Colorado, acts as legal counsel to LSI Retail II, LLC and Conifer
Town Center, LLC.


LAND SECURITIES: Asks to Obtain $250,000 DIP Loan from TLC Lending
------------------------------------------------------------------
Land Securities Investors, Ltd., et al., ask the U.S. Bankruptcy
Court for the District of Colorado for authorization to obtain up
to $250,000 in secured post-petition financing from TIC Lending,
LLC.

The DIP Loan will be secured by two parcels of real property owned
by LSI individually although the DIP Loan will be available to all
the Debtors.

The interest rate is ten (10) percent per annum and the DIP Loan
will mature on the earlier of (a) the closing of a sale of the
Collateral, (b) the effective date of any Plan of Reorganization
confirmed in the Bankruptcy Court of any Borrower; or (c) Dec. 31,
2013.

A draft of the proposed Loan Agreement with TIC Lending, LLC, is
available at http://bankrupt.com/misc/LSI.doc202.pdf

                      About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.

Lee M. Kutner, Esq. -- lmk@kutnerlaw.com -- of Kutner Miller
Brinen, P.C., in Denver, Colorado, acts as legal counsel to Land
Securities Investors, Ltd.  Jeffrey A. Weinman, Esq. --
weinman@weinmanpc.com -- of Weinman & Associates, P.C., in Denver,
Colorado, acts as legal counsel to LSI Retail II, LLC and Conifer
Town Center, LLC.

LAUSELL INC: Can Access Banks' Cash Collateral Until Aug. 31
------------------------------------------------------------
On Aug. 5, 2013, the U.S. Bankruptcy Court for the District of
Puerto Rico approved the stipulation by Lausell, Inc., and its
main secured creditors, Firstbank Puerto Rico and Citibank N.A.,
on the extension of the use of the Banks' cash collateral in the
amount of $1,623,982, for the period commencing on July 1, 2013,
and ending on the earlier of (i) Aug. 31, 2013, or (ii) ten (10)
days after the rejection or denial by the Economic Development
Bank for Puerto Rico ("EDB") of the financing being requested by
the Debtor, pursuant to a Budget.

As adequate protection, the Banks are granted a replacement lien
and a postpetition security interest on all of the assets and
collateral acquired by Debtor on and after the Petition Date.

As additional adequate protection, the Debtor will make a monthly
payment to the Banks equivalent to the daily rate of $1,034.80 to
cover interest becoming due during the term of the Stipulation.

Further, the Banks are granted a super-priority claim in an amount
equal to any diminution in value of their prepetition collateral,
having priority over all administrative expenses specified in
Sections 503(b) and 507 of the Bankruptcy Code.

According to papers filed with the Court on August 5, the Debtor
and its affiliate La-Re 2, LLC, have requested and reportedly
obtained post-petition financing from EDB to pay off the Loans
with the Banks, in a discounted pay off transaction for the
reduced amount of $5,600,000.

                       About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Cuprill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LEE'S FORD: Can Continue Using BB&T Cash Collateral Until Sept. 9
-----------------------------------------------------------------
On Aug. 9, 2013, the U.S. Bankruptcy Court for the Eastern
District of Kentucky entered a 16th interim order authorizing
Lee's Ford Dock, Inc., et al., to continue using cash collateral
during the period from Aug. 10, 2013, through Sept. 9, 2013.

As adequate protection for the use of Branch Banking and Trust
Company's Cash Collateral during the month of August 2013, the
Debtors will make a monthly adequate protection payment to BB&T in
the amount of $15,000 on or before the 18th day of August.  As
with the Debtors' adequate protection payments for the months of
July 2012 to July 2013, the Debtors' timely payment of this
monthly adequate protection payment towards BB&T's senior lien
will serve to adequately protect the interests of the SBA's junior
lien.  The parties reserve all claims and arguments related to the
entitlement and/or amount of adequate protection payments from
Sept. 10, 2013, forward.

All other terms of the prior interim orders will remain in full
force and effect through Sept. 9, 2013.

If the Debtors and the Cash Collateral Creditors are unable to
reach an agreement as to the terms of such a final Order on or
before Sept. 9, 2013, then they may tender further Interim Orders;
provided that if no such Interim Orders are tendered on or before
Sept. 9, 2013, this matter will come on for final hearing on
Sept. 25, 2013 at 9:30 a.m.

Counsel for BB&T can be reached at:

         Martin B. Tucker, Esq.
         FROST BROWN TODD LLC
         250 W. Main Street, Suite 2800
         Lexington, KY 40507-1749
         Tel: (859) 231-0000
         Fax: (859) 231-0011
         E-mail: mtucker@fbtlaw.com

                        About Lee's Ford

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  The
Debtor disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.  The petition was signed
by James D. Hamilton, president.  Mr. Hamilton has been designated
as the individual responsible for performing the duties of the
Debtors.

The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


LEHMAN BROTHERS: Credit Agricole's $34MM Suit Stuck in Bankruptcy
-----------------------------------------------------------------
Credit Agricole Corporate & Investment Bank failed to convince a
federal district judge she should snatch a $34 million lawsuit by
Lehman Brothers Holdings Inc. away from U.S. Bankruptcy Judge
James M. Peck.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that given how Judge Peck already made several rulings in
the Lehman bankruptcy indicating that Credit Agricole is destined
to lose, District Judge Laura Taylor Swain said she has a "duty to
prevent forum shopping."

The report recounts that Lehman filed the lawsuit against Credit
Agricole in March in bankruptcy court, alleging the failure to
make good on a debt owed under a terminated swap.  The genesis of
the suit goes back to the day after Lehman filed for Chapter 11
protection in September 2008.  Paris-based Credit Agricole
terminated the swap, admitting Lehman was "in the money."  It
later refused to pay the $34 million until all Lehman affiliates
paid everything owing to all affiliates of the French bank.

The swap was with Lehman Brothers Commercial Corp.  Lehman's
complaint recites how that Lehman entity owes nothing to Credit
Agricole.  The French bank relies on the master agreement saying
that all obligations among affiliates could be netted out, thus
buttressing Credit Agricole's argument that it has no liability on
the swap unless and until $250 million in claims against other
Lehman companies are paid in full.

According to the report, Lehman argues that provisions in
bankruptcy law prohibit setoff except between exactly the same two
companies.  The lawsuit thus raises the question of whether
parties by contract can effectively waive a provision in
bankruptcy law requiring so-called mutuality before a setoff is
permissible.  Credit Agricole is fighting the suit on two fronts.
In bankruptcy court, it filed a motion to dismiss the suit,
contending the court must enforce setoff rights under state law.
Simultaneously, the bank filed papers in district court contending
that a suit principally based on state-law setoff rights belongs
in district court.

Judge Swain, the report discloses, disagreed with Credit Agricole
in her 10-page ruling on Aug. 8.  She said the case properly
belongs in bankruptcy court.  Judge Swain noted how Lehman
concedes there would be a right of setoff under state law.  The
pivotal issue in the case, she said, is whether federal bankruptcy
law preempts normal non-bankruptcy setoff rights.  The bankruptcy-
law issues, Judge Swain said, are so-called core issues that are
"well within" the power of a bankruptcy judge.

Given the expertise of the bankruptcy judge, Judge Swain said it's
best to have a "highly informed initial analysis" from a
bankruptcy judge.

Lehman filed the suit in its capacity as administrator under the
Chapter 11 plan confirmed in December 2011 and implemented in
March 2012.   The suit in district court is Lehman Brothers
Holdings Inc. v. Credit Agricole Corporate & Investment Bank (In
re Lehman Brothers Holdings Inc.), 13-03373, U.S. District Court,
Southern District New York (Manhattan). The lawsuit in bankruptcy
court is Lehman Brothers Holdings Inc. v. Credit Agricole
Corporate & Investment Bank (In re Lehman Brothers Holdings Inc.),
13-01311, U.S. Bankruptcy Court, Southern District New York
(Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and
a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIFE CARE: Can Access Bond Trustee Cash Collateral Until Aug. 28
----------------------------------------------------------------
In a second interim order dated July 29, 2013, the U.S. Bankruptcy
Court for the Middle District of Florida granted Life Care St.
Johns, Inc., interim authorization to use cash collateral of Wells
Fargo Bank, N.A., as Bond Trustee, until the earlier of (i) the
occurrence of a Termination Event or (ii) Aug. 28, 2013, solely to
pay the expenses listed in the budget.

As of the Petition Date, the total amounts due and owing by the
Debtor with respect to the Bonds are: (i) unpaid principal in the
amount of $55,615,000; (ii) accrued but unpaid interest in the
amount of $1,530,893.75 as of July 1, 2013; and (iii)
unliquidated, accrued and unpaid fees and expenses of the Bond
Trustee incurred through the Petition Date.

As adequate protection, the Bond Trustee will continue to have a
continuing replacement lien in all assets of the Debtor together
with the associated proceeds, subject only to prior valid and
perfected liens, if any, existing as of the Petition Date with
priority over the Bond Trustee's liens and to the Carve-Out for
certain expenses and professional fees incurred during the
pendency of the Debtor's Chapter 11 case.

As additional adequate protection, the Bond Trustee will have a
continuing supplemental lien in all of the assets of the Debtor of
any kind or nature whatsoever within the meaning of Section 541 of
the Bankruptcy Code, together will all associated proceeds,
exclusive of causes of action under Chapter 5 of the Bankruptcy
Code.

The Bond Trustee will also have a super-priority administrative
expense claim pursuant to Section 507(b) of the Bankruptcy Code.

A final hearing on the use of cash collateral will be held on
Aug. 29, 2013, at 1:30 p.m.  Written objections to the use of cash
collateral will be filed no later than Aug. 27, 2013, at 5:00 p.m.

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Bruce Jones signed the petition as CEO.  Judge Jerry A. Funk
presides over the case.  The Debtor estimated assets of at least
$10 million and debts of at least $50 million.  Stutsman Thames &
Markey, P.A., serves as the Debtor's counsel.  Navigant Capital
Advisors, LLC, acts as the Debtor's financial advisor.  American
Legal Claim Services, LLC, serves as claims and noticing agent.


LIFE CARE: Court Denies Florida OIR's Request for Stay Relief
-------------------------------------------------------------
In an order entered July 31, the U.S. Bankruptcy Court for the
Middle District of Florida overruling the Florida Office of
Insurance Regulation's objection to Life Care St. Johns, Inc.'s
use of cash collateral and denying the Florida OIR's request for
relief from stay to revoke Glenmoor's Certificate of Authority,
without prejudice.

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Bruce Jones signed the petition as CEO.  Judge Jerry A. Funk
presides over the case.  The Debtor estimated assets of at least
$10 million and debts of at least $50 million.  Stutsman Thames &
Markey, P.A., serves as the Debtor's counsel.  Navigant Capital
Advisors, LLC, acts as the Debtor's financial advisor.  American
Legal Claim Services, LLC, serves as claims and noticing agent.


LINDSAY GENERAL: Cash Collateral Hearing Rescheduled to Aug. 29
---------------------------------------------------------------
The hearing to consider Lindsay General Insurance Agency, LLC's
continued access to cash collateral of Eastside Commercial Bank
has been rescheduled to Aug. 29, 2013, at 1:30 p.m.

As reported in the TCR on July 12, 2013, the U.S. Bankruptcy Court
for the Northern District of Georgia, Atlanta Division, approved
the stipulation between the Debtor and the Bank allowing the
Debtor to access the cash collateral on an interim basis pending a
final hearing to be held on July 25, 2013, at 1:30 p.m.

A full-text copy of the Interim Cash Collateral Order with Budget
is available for free at:

   http://bankrupt.com/misc/GETAUTOINSURANCEcashcollord0627.pdf

                       About Lindsay General

Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed
a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case
No. 13-52732) in Atlanta on Feb. 7, 2013.  The Debtor estimated
assets and debts of $10 million to $50 million.  The Debtor is
represented by Evan M. Altman, Esq., and George Geeslin, Esq., in
Atlanta.


LITEFLEX, LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Liteflex, LLC
        100 Holiday Drive
        Englewood, OH 45322

Bankruptcy Case No.: 13-33232

Chapter 11 Petition Date: August 6, 2013

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtor's Counsel: Denis E. Blasius, Esq.
                  LAW OFFICES OF IRA H. THOMSEN
                  140 N. Main Street
                  Springboro, OH 45066
                  Tel: (937) 748-5001
                  E-mail: dblasius@ihtlaw.com

                         - and ?

                  Ira H. Thomsen, Esq.
                  LAW OFFICES OF IRA H. THOMSEN
                  140 North Main Street, Suite A
                  P.O. Box 639
                  Springboro, OH 45066
                  Tel: (937) 748-5001
                  Fax: (937) 748-5003
                  E-mail: cornell76@aol.com

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohsb13-33232.pdf

The petition was signed by John Prikkel, III, sole member.


MADISON HOTEL: Hearing Today on Sale of Hotel to Assa
-----------------------------------------------------
Grant Lyon of Odyssey Capital Group LLC, the Liquidating Trustee
of Madison Hotel, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York, to approve the sale of
substantially all of the Debtor's assets to Assa Properties Inc.
The hearing date is set for Aug. 14, 2013, at 2:00 p.m.  The
objection deadline is Aug. 7, 2013, at 5:00 p.m.

According to papers filed with the Court on July 26, Assa
Properties submitted the winning bid of $28,800,000 for the Hotel
Property at the auction that was held June 21.

Pursuant to the Purchase Agreement, Buyer will have sixty (60)
days following Bankruptcy Court approval to close the sale.

Counsel for the Liquidating Trustee can be reached at:

     Cathy Hershcopf, Esq.
     Seth Van Aalten, Esq.
     COOLEY LLP
     1114 Avenue of the Americas
     New York, NY 10036
     Tel: (212) 479-6000

                    Plan Effective May 23

The U.S. Bankruptcy Court for the Southern District of New York
confirmed on May 8, 2013, the Second Modified Third Amended Plan
of Reorganization for Madison Hotel, LLC, dated Nov. 9, 2012,
submitted by lender 62 Madison Lender, LLC.  The Effective Date of
the Plan occurred on May 23, 2013.

A copy of the Confirmation Order is available at:

         http://bankrupt.com/misc/madisonhotel.doc218.pdf

The Plan contemplates the sale of the Debtor's Hotel Property with
the net proceeds realized upon the consummation of any such sale
being distributed in accordance with the terms of the Plan.

A copy of 62 Madison Lenders' Second Modified Third Amended
Disclosure Statement is available at:

         http://bankrupt.com/misc/madisonhotel.doc141.pdf

                       About Madison Hotel

Madison Hotel LLC is the owner and operator of "The MAve Hotel", a
boutique hotel located at 62 Madison Avenue, New York. The hotel
is 12 floors and has 72 rooms. Madison Hotel Owners, LLC, owns
100% of the membership interests of Madison Hotel, LLC.  They
estimate the value of the hotel property at $32 million.

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

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

Madison Hotel Owners LLC filed its own chapter 11 petition,
separate from Madison Hotel LLC's case, on May 16, 2011.

To date, an unsecured creditors committee has not been appointed
in Madison Hotel LLC's case.


MERUELO MADDUX: "Market Price" Best Method to Value Stock for Plan
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to U.S. District Judge Stephen V. Wilson in
Los Angeles, using the over-the-counter market to value stock in a
bankrupt company was an acceptable method for deciding how much
shareholders should get in a Chapter 11 plan.

According to the report, Judge Wilson wrote his opinion on Aug. 7
in deciding an appeal by shareholders of the bankruptcy court's
confirmation order approving a rival plan for Meruelo Maddux
Properties Inc.

The report recounts that the competing plan offered shareholders
35 cents a share.  With most creditors supporting the competing
plan rather than the controlling shareholders' plan, the
bankruptcy judge said she would approve the competing plan if the
per-share payment were raised to 45 cents.  The 45-cent
requirement was based on the over-the-counter price for the stock
on one trading day around the confirmation hearing.  The
controlling shareholders appealed, contending the judge instead
should have used experts' opinions about the value of the assets
and future earning capacity.

The report relates that Judge Wilson disagreed with controlling
shareholders, relying instead on U.S. Supreme Court authority
showing a "strong preference for market-based valuations."

The appeal is In re Meruelo Maddux Properties Inc.,
11-cv-5458, U.S. District Court, Central District of California
(Los Angeles).

                       About Meruelo Maddux

Meruelo Maddux Properties, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 09-13356) on
March 26, 2009.  John N. Tedford, IV, Esq., and Enid M. Colson,
Esq., at Danning Gill, Diamond & Kollitz, LLP, in Los Angeles,
represent the Debtors in their restructuring effort.  The Debtors'
financial condition as of Dec. 31, 2008, showed $681,769,000 in
assets and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.  The Debtors have hired
Kurtzman Carson Consultants as solicitation and balloting agent.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.

On June 24, 2011, after trial on competing proposed plans, the
bankruptcy court entered an order confirming the plan of
reorganization proposed by two of MMPI's minority shareholders.
That plan -- by Charlestown Capital Advisors, LLC's and Hartland
Asset Management Corporation -- became effective July 26, 2011.
Under the Plan, Charlestown Capital obtained control of the
reorganized company.  The Charlestown Plan provided for payment in
full to holders of undisputed unsecured claims on the Effective
Date and for payment to holders of secured claims either by
surrender of collateral or through payment over a four-year
period.


MIDTOWN SCOUTS: Wants to Borrow $28,174 from Mercantile Capital
---------------------------------------------------------------
Midtown Scouts Square, LP, and Midtown Scouts Square, LLC, ask the
U.S. Bankruptcy Court for the Southern District of Texas for
authority to incur post-petition indebtedness pursuant to their
pre-petition loan agreement with Mercantile Capital Corporation,
which holds second liens on the Debtors' assets.

The indebtedness will be secured pursuant to Mercantile's
prepetition loan agreement and deed of trust and will become part
of the balance owed on the Interim Loan of $3,350,400 granted by
Mercantile on Jan. 31, 2011, for the renovation of the Debtors'
mixed use office/restaurant building totaling approximately 36,472
sq. feet located at 1911 Babgy Street, in Houston, Texas.

The postpetition indebtedness is limited to draw requests no. 6
and no. 7 on the Debtors' construction loan in the collective
amount of $28,173.93.

The interest rate will be based upon the prepetition loan
documents with Mercantile, which is currently 9.25%.  The DIP
Financing will be used to fund the post-petition construction
expenses.

According to papers filed with the Court on August 6, the Interim
Loan matured in January 2012.  "However, pre-petition MSSP
(through loans from its affiliates) continued making interest only
payments to the Interim Lender," the Debtors said.  The Debtor and
Mercantile entered into an extension agreement extending the terms
Interim Loan up through Sept. 15, 2013."

According to the Debtors, the construction of the Office Building
is now complete, and the final two draw requests have been
approved by the third party inspector and been submitted to
Mercantile for payment.

                   About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000-square-
foot two-storey office/restaurant building originally
constructed in 1975, while the second property is a 104,000-square
foot eight-storey parking garage with ground floor retail space,
both in Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  In its schedules, MSS Property
disclosed $17,408,328 in assets and $16,666,325 in liabilities.
Hoover Slovacek, LLP, serves as the Debtor's counsel.  Hawash
Meade Gaston Neese & Cicack, LLP, serves as special litigation
counsel.


MISION EVANGELICA: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mision Evangelica 'Siloe'
        2930 S. Vermont Avenue
        Los Angeles, CA 90007

Bankruptcy Case No.: 13-29915

Chapter 11 Petition Date: August 6, 2013

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

Judge: Robert N. Kwan

Debtor's Counsel: Anthony Egbase, Esq.
                  LAW OFFICES OF ANTHONY O. EGBASE & ASSOC.
                  350 S. Figueroa Street, Suite 189
                  Los Angeles, CA 90071
                  Tel: (213) 620-7070
                  Fax: (213) 620-1200
                  E-mail: info@anthonyegbaselaw.com

Scheduled Assets: $1,278,878

Scheduled Debts: $3,387,849

The Company?s list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-29915.pdf

The petition was signed by Luis Adolfo Lopez, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Luis A. Lopez and Reina R. Lopez      13-29355            07/31/13


MODERN PRECAST: Had Access to Cash Collateral in July
-----------------------------------------------------
In an fourth cash collateral order dated July 26, 2013, the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania approved
a stipulation by and among M&T Bank and VCW Enterprises, Inc.,
d/b/a M&W Precast, f/k/a Modern Precast Concrete Inc., authorizing
the Debtor's use of cash collateral.

The stipulation provided that the Debtor's authority to use any
cash collateral will terminate on the earlier of the occurrence of
an Event of Default or July 26, 2013.

A copy of the Fourth Cash Collateral Order is available at:

         http://bankrupt.com/misc/modernprecast.doc516.pdf

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor; and Barry D. Kleban, Esq., and Aaron S.
Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as
attorneys.  Griffin Financial Group, LLC serves as investment
banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to OldCastle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, subject to certain adjustments.  The Debtor changed its
name to VCW Enterprises, Inc., doing business as M&W Precast,
following the sale.


MONTREAL MAINE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Montreal Maine & Atlantic Railway Ltd.
        15 Iron Road
        Hermon, ME 04401

Bankruptcy Case No.:

Chapter 11 Petition Date: August 7, 2013

Court: U.S. Bankruptcy Court
       District of Maine (Bangor)

Judge: Louis H. Kornreich

Debtor's Counsel: Roger A. Clement, Jr., Esq.
                  VERRILL DANA, LLP
                  One Portland Square
                  P.O. Box 586
                  Portland, ME 04112-0586
                  Tel: (207) 774-4000
                  Fax: (207) 774-7499
                  E-mail: rclement@verrilldana.com

                         - and ?

                  Nathaniel R. Hull, Esq.
                  VERRILL DANA, LLP
                  P.O. Box 586
                  Portland, ME 04112-0586
                  Tel: (207) 774-4000
                  Fax: (207) 774-7499
                  E-mail: nhull@verrilldana.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Robert C. Grindrod, president & CEO.

Debtor?s List of Its xx Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
New Brunswick Southern Railway     Claim against        $1,988,571
Company Limited                    Montreal, Maine &
P.O. Box 5777                      Atlantic Canada Co.
Saint John, NB E2L 4M3
Canada

Rail World, Inc.                   Indemnification        $785,959
6400 Shafer Court, Suite 275       and/or contribution
Des Plaines, IL 60018              in wrongful death
                                   litigation and
                                   other claims.

Flex Leasing I, LLC                --                     $668,863
SDS 12-2315
P.O. Box 86
Minneapolis, MN 55486-0086

Canadian Pacific Railway Co.       Claim against          $541,299
Lock Box M101979                   Montreal, Maine &
P.O. Box 2078, Station B           Atlantic Canada Co.
Montreal, PQ H3B 4H4
CANADA

Valero Marketing & Supply          --                     $316,129
One Valero Way
San Antonio, TX 78249-1616

Rail World Locomotive Leasing      --                     $221,048

Gowling Lafleur Henderson, LLP     Claim against          $105,155
                                   Montreal, Maine &
                                   Atlantic Canada Co.

Cattron Theimeg                    --                      $99,047

Petro Sud-Quest Inc.               Claim against           $90,603
                                   Montreal, Maine &
                                   Atlantic Canada Co.

Ville De Sherbrooke                Claim against           $86,742
                                   Montreal, Maine &
                                   Atlantic Canada Co.


RWC, Inc.                          Claim against           $86,199
                                   Montreal, Maine &
                                   Atlantic Canada Co.

St. Lawrence & Atlantic RR         Claim against           $83,610
                                   Montreal, Maine &
                                   Atlantic Canada Co.

Maine Northern Railway             --                      $83,098

AC Electric Corp.                  --                      $78,943

Debroussailleurs GSL, Inc.         Claim against           $77,085
                                   Montreal, Maine &
                                   Atlantic Canada Co.

Helm Financial Corporation         --                      $75,900

Maine, State of                    Lien Notice             $68,499
Maine Revenue Service              4017904121206

Canadian Pacific Railway           --                      $60,926

Gowling Lafleur Henderson, LLP     Claim against           $59,905
                                   Montreal, Maine &
                                   Atlantic Canada Co.

Progress Rail Services             --                      $55,323


MORGAN INDUSTRIES: Contract Dispute With Buyer Goes to Trial
------------------------------------------------------------
New Jersey Bankruptcy Judge Michael B. Kaplan denied Marlow
Acquisitions LLC's motion for summary judgment seeking a
determination that Marlow raised a valid objection to title and
permissibly terminated a sale of property contract with Morgan
Industries Corporation.  The matter will proceed to trial.

Morgan Industries sought to liquidate certain assets and, after
lengthy negotiations, entered into a purchase and sale agreement
with Marlow for the sale of one of its manufacturing facilities on
Dec. 14, 2012.  The Court entered an Order approving the sale on
Jan. 11, 2013 and Marlow delivered a required deposit into escrow.
The Property being sold was defined by a legal description that
was attached to the Sale Agreement and marked "Subject to Buyer
Verification".

Shortly thereafter, Marlow conducted a title search relative to
the legal description of the Property. Upon review, Marlow
discovered that a certain piece of property ("Parcel 2") was not
included in the Property defined by the legal description and
being sold in the Sale Agreement.  Marlow then raised a title
objection. Sellers responded with a non-cure notice, indicating
that they could not resolve the title objection because they did
not own Parcel 2. In response to that non-cure notice, Marlow
terminated the contract and demanded return of the deposit.

On March 7, 2013, Morgan filed a motion, seeking to compel Marlow
to close on the contract and/or forfeit the deposit. The Court
issued an Order dated May 6, 2013 directing the escrow agent to
return the deposit to Marlow.  Marlow then filed the Motion for
Summary Judgment alleging that are no genuine disputes as to any
material facts applicable to the relevant issue; namely, whether
Marlow had a right to object to the legal description after
discovering that Parcel 2 was not included in the Property being
sold under the Sale Agreement.  Morgan opposes Marlow's Motion for
Summary Judgment and allege that Marlow is in breach of contract
because Parcel 2 was never contemplated in the Sale Agreement.

Oral argument on this matter was held on June 20, 2013.  At the
hearing, the Court raised the issue of contract formation.
Specifically, the Court questioned whether the parties, in fact,
had the requisite "meeting of the minds" necessary to form a valid
contract. The parties were permitted to brief the issue and their
submissions have been considered by the Court.

A copy of the Court's Aug. 9, 2013 decision is available at
http://is.gd/f46Ziwfrom Leagle.com.

Michael Kahme, Esq. -- mkahme@hillwallack.com -- at Hill Wallack,
LLP, in Princeton, N.J.; and Joel L. Tabas, Esq. --
jtabas@tabasfreedman.com -- at Tabas, Freedman, Soloff, Brown &
Rigali, P.A., Miami, Florida, represent Marlow Acquisitions, LLC.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D.N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

The Debtors disclosed $53 million in total assets and $80 million
in total liabilities as of the Chapter 11 filing.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.

The Debtors have filed a plan of liquidation with the Official
Committee of Unsecured Creditors as co-proponent.  The Plan is a
liquidating plan and does not contemplate the continuation of the
Debtors' businesses.  The Debtors have substantially completed
liquidating most, if not all, of their operating assets.


MSI CORPORATION: Can Employ Albert's Capital as CRO
---------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized MSI Corporation to employ Albert's Capital Services,
LLC, as chief restructuring officer of the Debtor, nunc pro tunc
to the Petition Date.

As reported in the TCR on July 12, 2013, pursuant to the terms of
the Engagement Letter, ACS' activities would include, but not
limited to, reviewing, analyzing, and making recommendations to
the Debtor in the following areas:

   a. Provide assistance in finance and accounting functions to
prepare information necessary for the Debtor to comply with its
reporting obligations in this chapter 11 case;

   b. Assist in the identification and implementation of
operations improvement opportunities and cost reduction;

   c. Assist in evaluation and development of the Debtor's
business plan and scenario analyses;

   d. Assist with cash management, vendor management, and the
development and management of a cash flow forecast;

   e. Serve as the principal contact with the Debtor's creditors
with respect to the Debtor's financial and operational matters;
and

   f. In consultation with the chief executive officer, explore
opportunities that may maximize value for the Debtor and its
creditors and make efforts to implement such actions.

ACS would be paid for this engagement at the rate of the greater
of $7,500 per month or the amount equal to $250 per hour
multiplied by the hours worked per month.  In addition, the Debtor
has agreed to pay ACS a success fee if any of the following should
occur: sale, transfer, or disposition of all or a substantial
portion of the assets or equity of the Debtor in one or more
transactions, confirmation of a Chapter 11 plan, or a voluntary
dismissal of the Chapter 11 case, calculated at 2% of the
aggregate amount of the Debtor's indebtedness paid, satisfied, or
otherwise provided for.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.  Michael J.
Roeschenthaler, Esq., and Scott E. Schuster, Esq., at
McGuireWoods LLP, in Pittsburgh, serves as the Debtor's counsel.


MSI CORPORATION: Has Interim OK to Use Bank's Cash Until Aug. 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
approved on an interim basis on Aug, 1, 2013, the stipulation of
MSI Corporation and First Commonwealth Bank authorizing the Debtor
to use cash collateral in according with a Budget for the period
from the Petition Date through the date of the final hearing on
Aug. 27, 2013, at 10:00 a.m.

If no objections to entry of a final order approving the motion
are filed by Aug. 22, 2013, the Court may grant the relief sought
in the motion on a final basis without a final hearing, in which
case the Debtor will be authorized to use cash collateral without
further Order of the Court in a manner consistent with the
stipulation and corresponding budget through Nov. 1, 2013.

First Commonwealth Bank is the largest creditor of the Debtor and
the estate, and as of June 7, 2013, the Debtor was indebted to the
Bank in aggregate principal and interest balance of $3,618,694.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.  Michael J.
Roeschenthaler, Esq., and Scott E. Schuster, Esq., at
McGuireWoods LLP, in Pittsburgh, serves as the Debtor's counsel.


MSI CORPORATION: Can Employ Geary & Loperfito as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized MSI Corporation to employ Geary & Loperfito, LLC, as
special counsel for the Debtor.

As reported in the TCR on July 12, 2013, Geary & Loperfito, LLC,
will render these legal services:

  a. represent the Debtor in connection with litigation against
     Winfall Energy, Inc., captioned MSI Corporation, et al., v.
     Winfall Energy, Inc., et al. (consolidated) Westmoreland
     County Court of Common Pleas, number 4907 of 2008; and

  b. take all necessary action to protect and preserve the
     Debtor's estate, including, without limitation, the
     prosecution of actions on the Debtor's behalf, the defense of
     any action commenced against the Debtor, and negotiations
     concerning any litigation in which the Debtor is involved and
     general advice provided to the Debtor as needed from time to
     time.

G&L's current customary hourly rates for the individuals expected
to participate in these cases range from $85.00 (for paralegals)
to $175.00 (for work performed by attorneys).

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.  Michael J.
Roeschenthaler, Esq., and Scott E. Schuster, Esq., at
McGuireWoods LLP, in Pittsburgh, serves as the Debtor's counsel.


MSI CORPORATION: Sec. 341 Meeting of Creditors Set for Aug. 27
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in the Chapter 11 cases of MSI Corporation on Aug. 27, 2013, at
10 a.m.  The meeting will be held at p12 Room 725 Liberty Center,
Pittsburgh.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  The
Vandergrift, Pennsylvania-based company estimated at least
$10 million in assets and less than $10 million in liabilities.

The Debtor tapped Michael J. Roeschenthaler, Esq., at McGuireWoods
LLP as counsel.


MURRAY ENERGY: Coal Market Woes No Impact on Moody's Ratings
------------------------------------------------------------
Moody's Investors Service said Murray Energy's business model
helps insulate the company from the weak business conditions
affecting much of the domestic coal industry and consequently its
ratings and outlook remain unchanged. While the current market
environment is credit negative for Murray as it could limit free
cash flow generation in 2014, the impact is not sufficiently
material to create ratings pressure.

Murray Energy Corporation is a privately-owned coal mining company
founded by its current chief executive officer, Robert E. Murray,
in 1988. Headquartered in St. Clairsville, Ohio, the company
generated revenue of approximately $1.3 billion in 2012.

On May 8, 2013, Moody's affirmed Murray Energy's B3 Corporate
Family Rating following the announcement of a proposed refinancing
transaction. Moody's assigned a Ba3 rating to a proposed senior
secured term loan and Caa1 rating to proposed senior secured
notes.


NNN CYPRESSWOOD: Opposes Lender's Motion for Stay Relief/Dismissal
------------------------------------------------------------------
NNN Cypresswood Drive 25, LLC, opposes the motion of lender WBCMT
2007-C33 Office 9729, LLC, for relief from the automatic stay or,
in the alternative, to dismiss the Debtor's case.

The Debtor argues that the U.S. Bankruptcy Court for the Northern
District of Illinois should deny relief from the stay, citing:

   1. The Debtor's appeal of the order has divested the bankruptcy
court of jurisdiction over those aspects of the case involved in
the appeal.

   2. The lender has failed to meet its burden under 11 U.S.C.
Sec. 362(g)(1).

   3. The lender's arguments against an effective reorganization
are premature as a confirmation hearing has not yet been set
pending resolution of the appeal.

In addition, the Debtor says the lender's accusations of bad faith
carry no weight and are clearly refuted by Debtor's actions in
this bankruptcy proceeding.  The Debtor notes that its objective
in this case has been straightforward - to protect the real
property in Houston, Texas which is a retirement investment for
the Debtor's principal and other tenant in common ("TIC") members,
according to the Debtor.

Thus, the Debtor requests that the Bankruptcy Court to deny the
lender's motion with prejudice and provide the Debtor with such
other relief as the Court may deem just and proper.

                          Notice of Appeal

On Jan. 15, 2013, the lender filed a motion for relief from the
automatic stay as to non-debtor affiliates.  The lender sought to
continue the foreclosure proceeding against all of the non-debtor
TICs under the guise that co-tenant interests were not property of
the Debtor's bankruptcy estate and none of the Debtor's property
rights in the Property or otherwise would be affected by the
Foreclosure Proceeding.

On March 6, 2013, the Court entered an order denying the Motion.
The order denied the Motion because "the stay does not apply to
the interests held by the thirty-two non-debtor TICs or to any
redemption rights held by the debtor."  Based on the holding of
the order, the lender "is free to pursue its remedies under state
law against" the non-Debtor TICs, including, but not limited to,
the continuation of the foreclosure proceeding.

On March 15, 2013, the Debtor filed a notice of appeal of the
Order, which is fully briefed and awaiting decision from the
District Court.

On May 7, 2013, the lender successfully credit bid $6,925,500 of
its debt at the non-judicial foreclosure sale of the non-Debtor
TIC interests.

A copy of the Debtor's response is available at:

         http://bankrupt.com/misc/nnncypresswood.doc117.pdf

As reported in the TCR on July 30, 2013, the Hon. Eugene R. Wedoff
of the U.S. Bankruptcy Court for the Northern District of Illinois
will convene a status hearing on Aug. 21, 2013, at 10 a.m., to
consider a briefing schedule for the motion for relief from stay,
and motion to dismiss the Chapter 11 case of NNN Cypresswood Drive
25, LLC.  Objections, if any, are due July 24, and reply to
objections are due Aug. 7.

Secured creditor WBCMT 2007-C33 OFFICE 9729 LLC requested relief
from the automatic stay against the Debtor, or, in the
alternative, dismissal of the Chapter 11 case as a bad faith
filing.

According to WBCMT, by and though its counsel Jill L. Nicholson,
Esq., at Foley & Lardner LLP, among other things, the Debtor's
strategy has failed, on May 7, 2013, WBCMT successfully credit bid
its debt and foreclosed on the interests of 32 other non-debtor
TIC owners, and the Debtor's schedules already establish that it
is unable to redeem the property.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), has principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Attorneys at Arnstein & Lehr LLP, in Chicago, represent the Debtor
as counsel.  Mubeen M. Aliniazee and Highpoint Management
Solutions, LLC, serve as the Debtor's financial consultant.


NNN PARKWAY 400 26: Opposes WBCMT Motion to Dismiss
---------------------------------------------------
NNN Parkway 400 26, LLC, objects to the motion of WBCMT 2007-C31
Amberpark Office Limited Partnership to dismiss the Debtor's
Chapter 11 case, citing that it filed this case in good faith in
an effort to save its investment and restructure its indebtedness,
and will file a plan a plan of reorganization that will be
confirmable within a reasonable period of time.

Debtor said in its objection:

   a. The sole "cause" asserted in the Motion is the Lender's
      allegation that the Debtor's case was filed in bad faith;
      and

   b. The Lender's bad faith argument is woefully flawed.


The Debtor adds that it is the Lender, not the Debtor, which has
engaged in bad faith tactics by refusing to negotiate with the
Debtor pre-petition, foreclosing on the Property despite the stay
and then attempting to obtain relief from the stay after the fact,
and filing multiple motions which have further delayed the
Debtor's ability to reorganize.  Based upon the foregoing, the
Debtor asks the Court that the dismissal motion be denied in its
entirety.

A copy of the Debtor's opposition to the Lender's Dismissal Motion
is available at:

        http://bankrupt.com/misc/nnnparkway40026.doc208.pdf

The Debtor also submitted its evidentiary objections to the
entirety of the Request for judicial notice in support of motions
of WBCMT 2007-31 Amberpark Office Limited Partnership (1) to
Dismiss the Case and (2) for relief from the automatic stay filed
by WBCMT 2007-31 Amberpark on June 20, 2013, a copy of which is
available at:

        http://bankrupt.com/misc/nnnparkway40026.doc206.pdf

The Debtor likewise submitted its evidentiary objections to the
Declaration of Dmitry Sulsky in support of motions of WBCMT 2007-
31 Amberpark (I) for Relief from the automatic stay and (II) to
dismiss the case, a copy of which is available at:

        http://bankrupt.com/misc/nnnparkway40026.doc205.pdf

As reported in the TCR on July 18, 2013, WBCMT 2007-C31 Amberpark
is asking the U.S. Bankruptcy Court to dismiss the Chapter 11 case
of NNN Parkway 400 26, LLC.

The Debtor owns an undivided 2.31% tenant in common interest in
real and personal commercial property commonly known as "Parkway
400" located at 11720 and 11800 Amber Park Drive, Alpharetta,
Fulton County, Georgia.  As of the Petition Date, there were
approximately 35 non-debtor tenant in common owners that comprised
the remaining tenant in common interests in the Property.

Lender WBCMT 2007-C31 says this single asset case real estate case
is a classic "bad faith" filing and should be dismissed.  The
Debtor, in concert with the non-debtor TICs and its real estate
"consultant," filed this Chapter 11 proceeding as a strategy to
halt the Lender's valid, non-judicial foreclosure of its lien and
to force Lender to negotiate away its contracted-for rights.

According to the Lender, since the Petition Date, the Debtor has
done nothing to advance the reorganization of the Debtor's
business, demonstrating that the sole reason for filing this case
was to delay the Lender's foreclosure.  The Debtor's inaction,
however, is not surprising, as there is nothing to reorganize,
and, even if there were, the Debtor has no ability to reorganize
it.  Before the Petition Date, the Debtor and the Non-Debtor TICs
organized as passive-investor tenants-in-common to take advantage
of certain tax regulations.  Now that their investment has failed,
they are attempting to shift the risk of their disappointing
investment and failed strategy to Lender.

WBCMT notes that the TIC arrangement was purposefully structured
as a passive investment vehicle.  The Debtor is a mere holding
company with no employees, no historical or current business
operations and no current cash flow that does not constitute
Lender's cash collateral.  The Debtor has no typical ownership
rights in the Property.

The Debtor, WBCMT notes, does not have the right to possess the
Property, to manage the Property, or even to determine who will
manage the Property.  The Debtor has no rights to any of the rents
from the Property -- its sole right is to receive any profits from
the Property after payment of operating expenses and debt service,
and only if an event of default has not occurred.

And although the Debtor owns only a 2.31% interest in the
Property, it is jointly and severally liable for the entire amount
of the Loan, which had an outstanding balance as of the Petition
Date of approximately $32 million.

The Lender also points out that there is no equity in the Property
and the Debtor has no source of income to pay the administrative
costs of this bankruptcy case, let alone to fund a reorganization.
The Debtor's lack of assets, business operations and lack of cash
flow has rendered this case administratively insolvent from the
beginning.

Finally, this bankruptcy filing was part and product of a scheme
orchestrated by Breakwater to improperly use the protections of
the Bankruptcy Code for the benefit of non-debtor entities, WBCMT
tells the Court.

                        About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.

The Law Office of Christine E. Baur and David A. Lee, Esq., at
Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, represent the
Debtor.


NNN PARKWAY 400 26: Wants Plan Filing Period Extended Until Nov. 1
------------------------------------------------------------------
NNN Parkway 400 26, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to extend its exclusive periods to
file a plan and obtain acceptances of a plan until Nov. 1, 2013,
and Jan. 1, 2014, respectively.

The Debtor tells the Court that from the outset of its case, It
has been forced to commence and engage in months of litigation on
the Order to Show Cause Why the Lender Should Not Be Held in
Contempt for Violation of the Automatic Stay for its unlawful
postpetition foreclosure of the Debtor's Property.  "Any delay in
the Debtor's submission of a plan was due to no fault of the
Debtor, but rather to the Lender's misconduct in this regard," the
Debtor relates.  "The OSC determination has required an intensive
amount of the Debtor's focus and resources to the detriment of
plan formulation.  In addition, the resultant cloud on the
Property's title impaired the Debtor's ability to effectively
market for funding opportunities helpful to a reorganization of
the Property."

The Debtor added: "The Court recently held that the Lender's
foreclosure sale violated the automatic stay and is void.  The
final issues of the proper remedy and sanctions for the Lender's
violation of the automatic stay are poised for determination in
short order.  Therefore, the Debtor will be in a position to
formulate and file a plan once its full panoply of its rights and
assets are restored as they existed on the Petition Date."

The hearing date on the motion is set for Sept. 4, 2013, at 10:00
a.m.

                        About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.

The Law Office of Christine E. Baur and David A. Lee, Esq., at
Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, represent the
Debtor.


NORTH CAROLINA MEDICAL: Fitch Affirms 'BB' $14MM Rev. Bonds Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the following
North Carolina Medical Care Commission bonds issued on behalf of
Halifax Regional Medical Center (HRMC):

-- $14.3 million hospital revenue bonds, series 1998.

The Rating Outlook is Stable.

HRMC has an additional $6.5 million in direct placement bonds
which Fitch does not rate.

SECURITY

The bonds are secured by a pledge of gross receipts, a negative
mortgage lien, and a debt service reserve.

KEY RATING DRIVERS

STABLE FINANCIAL PERFORMANCE: The rating affirmation at 'BB'
reflects evidence that HRMC has stabilized its operating
performance in 2012 and year-to-date 2013, but it remains
challenged by generally weak service area and payor mix
characteristics.

UNFAVORABLE PAYOR MIX: HRMC is exposed to a high level of
government/self-pay revenues, equal to 71% of its gross revenues
in 2012. Further, its operating performance is reliant in part on
supplemental Medicaid funds, which equaled $5.3 million in fiscal
2012.

LOW DEBT BURDEN: HRMC's light debt burden allows for healthy debt
service coverage at its rating level despite light operating
performance. No additional debt is planned, and HRMC's capital
reinvestment in recent years has allowed for a stable average age
of plant equal to 12 years as of March 31, 2013.

MIXED SERVICE AREA CHARACTERISTICS: While HRMC's long-standing
position as a sole community hospital and market share leader is a
significant credit strength, the service area's overall
socioeconomic profile is generally unfavorable.

STABLE BALANCE SHEET: HRMC's liquidity levels provide for some
cushion against its operating performance, and related metrics are
favorable for the rating category. Still, ongoing routine capital
needs and pension funding requirements will likely limit
meaningful balance sheet growth over the near term.

RATING SENSITIVITIES

MEDICAID PROGRAM PLANS: The uncertainty surrounding future
Medicaid program funding in North Carolina poses some concern.
Evidence of program stability beyond 2014, coupled with steady
operating performance at HRMC, could prompt positive rating
pressure.

POTENTIAL AFFILIATION: HRMC is in the midst of negotiating a
possible partnership with a larger health system, which could
provide both operational and financial benefits and would
therefore likely present positive rating pressure. Fitch will
monitor plans as they develop over the next 6-12 months, and take
rating action as necessary.

CREDIT PROFILE

HRMC is a 204 licensed-bed community medical center providing
primary and secondary care services. The medical center is located
in Roanoke Rapids, approximately 75 miles northeast of Raleigh. In
fiscal 2012 HRMC had $93.5 million in total operating revenue.

STABILIZED OPERATING PERFORMANCE

Through the 2013 six-month interim period ended March 31, HRMC
produced an improved 2.8% operating margin and 8.5% EBITDA margin,
ahead of a 0% operating margin and 6.1% EBITDA margin in fiscal
2012 (fiscal year end Sept. 30). Improved performance is driven in
large part by increased inpatient volumes, following several years
of declines.

As in prior years, operating cash flow is also bolstered by
supplemental Medicaid payments, which equaled $5.3 million in
fiscal 2012 and are expected to equal $5.6 million in fiscal 2013.
The existing Medicaid payment structure is expected to remain in
place until 2014, which presents some risk to HRMC's revenue base
going forward. Despite improved operations, any positive rating
pressure would require more clarity around Medicaid program
funding beyond 2014.

LOW LEVERAGE

Despite a history of light operating margins, HRMC's light debt
burden has allowed for solid debt metrics for the rating level. In
fiscal 2012 HRMC produced maximum annual debt service (MADS)
coverage of 3.5x by EBITDA, which increased to 4.9x coverage by
same through the six-month interim period. HRMC has no additional
debt plans, and it recently completed a sizeable renovation in
2012.

Against solid capital spending, HRMC's balance sheet remained
stable at $19.5 million as of March 31, 2013. This equated to 80.8
days of cash on hand and 95.7% cash to debt, both ahead of Fitch's
non-investment-grade median ratios. Fitch expects that a
moderation in capital needs coupled with steady EBITDA should
preserve balance sheet strength over the near term.

SERVICE AREA CHALLENGES

Fitch's key rating concern is HRMCs service area, which is rural
and has relatively weak socioeconomic characteristics. This is
borne out in a government-payor-heavy revenue mix, as well as
difficulty in medical staff recruitment. This has negatively
impacted clinical volumes and operating performance in prior
years.

LOOKING FORWARD

Fitch believes HRMC is stable at the 'BB' rating level and its
balance sheet and low debt burden provides adequate cushion to its
variable operating performance. HRMC is budgeting for a $511,000
operating income (0.5% operating margin) in fiscal 2013, which it
should exceed given current performance. While the long term
viability of state Medicaid reimbursement is currently unknown,
the execution of an affiliation or other partnership arrangement
with a larger system would likely be a positive credit factor.

DISCLOSURE

Disclosure to Fitch has been adequate with quarterly disclosure,
although only audited annual disclosure is required in the bond
documents. HRMC provides disclosure upon request to other third
parties. Fitch notes that quarterly disclosure includes a balance
sheet and income statements; however, a statement of cash flows
and management discussion and analysis is not provided.


NUSTAR LOGISTICS: Fitch Assigns 'BB' Sr. Unsecured Notes Rating
---------------------------------------------------------------
Fitch Ratings assigns a 'BB' rating to NuStar Logistics, L.P.'s
proposed issuance of senior unsecured notes. The new notes are to
be guaranteed by NuStar Energy L.P. (NuStar) and NuStar Pipe Line
Operating Partnership, L.P. (NPOP). Proceeds are to be used for
general partnership purposes which include the reduction of
revolver borrowings. NuStar's revolver was used to pay down
$230 million of notes due in March 2013 and $250 million of notes
in June 2013.

Both Logistics and NPOP are the operating limited partnerships of
NuStar, which is a publicly traded master limited partnership.

Fitch rates Logistics and NPOP as follows:

Logistics
-- Long-term Issuer Default Rating (IDR) at 'BB';
-- Senior unsecured debt at 'BB';
-- Junior subordinated notes at 'B+'.

NPOP
-- IDR at 'BB';
-- Senior unsecured debt at 'BB'.

The Outlooks for Logistics and NPOP are Stable.

KEY RATING DRIVERS

The 'BB' rating is supported by NuStar's strong base of primarily
fee-based and regulated pipeline, and terminalling and storage
assets. These assets accounted for 80% of segment EBITDA in 2011
and Fitch estimates the assets could account for 90%-95% of EBITDA
by the end of 20'13. The company sold 50% of its asphalt
operations in 3Q'12 and closed on the sale of its San Antonio
refinery in January 2013. Both of these assets generated volatile
cash flows.

Other factors which support the rating include expectations for
overall growth in EBITDA in 2013 versus 2012, primarily driven by
the transportation segment. With lower demand for storage due to
backwardation of the forward curve for crude, storage EBITDA for
2013 is now expected to be in line with results from 2012.

Ratings concerns include the company's high leverage metrics and
continued high levels of spending for capex in 2013. Leverage
(defined by Fitch as adjusted debt-to-adjusted EBITDA) was 4.9x.
Following NuStar's acquisition of crude oil assets in December
2012 for approximately $325 million, the company plans to invest
in the assets for growth. Total capex was $411 million in 2012 and
management forecasts it to be in the range of $385 million to $445
million in 2013.

LIQUIDITY AND LEVERAGE

Fitch estimates overall liquidity to be approximately $367 million
as of June 30, 2013. NuStar had $42 million of cash on the balance
sheet. In addition, it had $731 million undrawn on its $1.5
billion revolver due in 2017. It is important to note that
availability for revolver borrowings is restricted by a leverage
covenant and Fitch estimates that this limited availability to
draw is only approximately $325 million given that the bank
calculation of leverage was 4.3x as of June 30, 2013. Fitch
believes liquidity may be reduced in 3Q'13 due to an uptick in
leverage since the maximum leverage ratio is 5.0x as defined by
the bank agreement.

Leverage as defined by the bank agreement is to be no greater than
5.0x for covenant compliance. However, if NuStar makes
acquisitions which exceed $50 million, the bank-defined leverage
ratio increases to 5.5x from 5.0x for two consecutive quarters.
Furthermore, the May 2012 bank agreement excludes debt proceeds
held in escrow for the future funding of construction and $403
million of junior subordinated debt from the definition of debt.
The bank-defined leverage calculation also gives pro forma credit
for EBITDA for material projects.

Fitch still expects leverage (Fitch defined as debt adjusted for
cash held in escrow for the future funding of construction and 50%
equity credit for the junior subordinated notes to adjusted
EBITDA) to be in the range of 4.8-5.0x by the end of 2013.

In December 2013, the 21 million UK 6.65% term loan is due. After
the revolver matures in 2017, the next debt maturity is in 2018.

CAPITAL EXPENDITURES
Capital expenditures have been increasing. In 2011, total capex
was $336 million and it rose to $411 million in 2012. While
management estimates it to be in the range of $385 million to $445
million in 2013, Fitch believes it could rise to the higher end of
this range.

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

RATINGS SENSITIVITIES

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

-- Significant leverage reduction. Should leverage fall below
   4.5x over 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:

-- Reduced liquidity;

-- Deterioration of EBITDA;

-- Inability to meet growth expectations associated with the crude
   oil acquisition in late 2012 given the substantial investment;

-- Significant increases in capital spending beyond Fitch's
   expectations or further acquisition activity which have
   negative consequences for the credit profile;

-- Increased adjusted leverage beyond 5.5x for a sustained period
   of time.


NUSTAR LOGISTICS: S&P Assigns 'BB+' Sr. Unsecured Notes Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue rating to San Antonio, Texas-based midstream energy
partnership NuStar Logistics L.P.'s proposed senior unsecured
notes offering due 2021.  NuStar Logistics, an operating
subsidiary of NuStar Energy L.P., intends to use the net proceeds
for general partnership purposes, including repaying some amounts
outstanding under its revolving credit facility.  NuStar Energy
and NuStar Pipeline Operating Partnership L.P. will fully and
unconditionally guarantee the notes.  As of June 30, 2013, San
Antonio-based NuStar Energy had $2.5 billion of balance-sheet
debt.

Standard & Poor's ratings reflect NuStar Energy L.P.'s business
risk profile, which S&P views as "satisfactory" and financial risk
profile which it considers "aggressive" under its criteria.  S&P
bases its rating on the partnership's ownership of fairly
predictable operations focused on pipelines, terminals, and
storage for refined products and crude oil, which generates about
95% of EBITDA.  NuStar's aggressive financial leverage and
relatively weak credit measures partially offset this strength.

"The rating outlook on NuStar Energy is stable and reflects our
view that the partnership will have debt to EBITDA in the low-5x
area in 2013 and have adequate liquidity to fund its growth
initiatives during the next 12 to 18 months," said Standard &
Poor's credit analyst Michael Grande.

"We could lower the rating if NuStar exhibits a more aggressive
financial strategy in managing its businesses, such that there is
a renewed focus on segments with a higher degree of business risk
and more volatile cash flows.  We could consider lowering the
ratings if NuStar cannot reduce leverage to less than 5x and
distribution coverage erodes.  A higher rating, currently not
under consideration, is possible over time if we see management
embraces more conservative financial policies and demonstrates
that it can consistently maintain leverage in the low-4x area and
distribution coverage of more than 1x," S&P added.


OCD LLC: FTL Lorian Opposes Motion to Extend Exclusivity
--------------------------------------------------------
FTL Lorian, LLC, asks the U.S. Bankruptcy Court for the Southern
District of New York to deny OCD, LLC's motion to extend its
exclusive periods to file and obtain acceptances of a plan,
citing:

   * The Debtor has not paid the cost of preserving the Property.

   * The Debtor has failed to submit the required monthly
operating reports.

According to papers filed with the Court on July 19, if, however,
the Court is inclined to disregard the Debtor's continuing failure
to comply with its statutory obligations and to grant the Debtor
an extension of the exclusivity periods, any extension should (a)
be extremely short, (b) be expressly conditioned upon the
immediate payment of the post-petition expenses incurred by FTL,
and (c) require the Debtor to provide adequate protection to FTL
of its secured claim during the extended exclusivity periods.

Counsel for FTL Lorian, LLC, may be reached at:

         Mark A. Salzberg, Esq.
         PATTON BOGGS LLP
         2550 M Street, NW
         Washington, DC 20037
         Tel: (202) 457-6000
         Fax: (202) 457-6315
         E-mail: msalzberg@pattonboggs.com

              - and -

         Aaron A. Boschee, Esq.
         1810 California Street, Suite 4900
         Denver, CO 80202
         Tel: (303) 830-1776
         Fax: (303) 894-9239
         E-mail: aboschee@pattonboggs.com

As reported in the TCR on July 18, 2013, the Debtor asks the
Bankruptcy Court to extend its exclusive periods to file a Chapter
11 plan and obtain acceptances of a plan through and including
Nov. 7, 2013, and Jan. 6, 2014, respectively.

According to the Debtor, it is not appropriate for it to consider
the formulation and filing of a plan until after motions scheduled
to be heard before the Court on July 26, 2013, are heard and
determined.  Thus, only then will the Debtor be in the position to
formulate and filed its plan of reorganization and to seek its
acceptance.

The subject motions slated for a July 26 hearing are:

  1. FTL Lorian, LLC's motion to vacate the automatic stay under
11 U.S.C. Section 362(d)(1) and (2);

  2. FTL's motion to authorize the receiver to retain possession
of the property; and

  3. The Debtor's motion seeking the approval of for debtor-in-
possession financing pursuant to 11 U.S.C. Section 364.

                          About OCD, LLC

OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-22416) on March 12, 2013.  Charles E. Dewey, Jr., signed the
petition as managing member.  Judge Robert D. Drain presides over
the case.  The Debtor disclosed $28,014,340 in assets and
$17,021,500 in liabilities as of the Chapter 11 filing.

Jeffrey A. Reich, Esq., and Lawrence R. Reich, Esq., at Reich
Reich & Reich, P.C., in White Plains, N.Y., represents the Debtor
as counsel.


OCD LLC: FTL Lorian Opposes Motion for DIP Financing
----------------------------------------------------
FTL Lorian, LLC, asks the U.S. Bankruptcy Court for the Southern
District of New York to deny OCD, LLC's motion for an order
authorizing debtor-in-possession to obtain credit pursuant to 11
U.S.C. Section 364.

According to papers filed with the Court on July 22, FTL says the
Debtor seeks extraordinary relief in the form of a priming lien
despite the fact that (a) FTL's interest in the Property is not
being adequately protected, (b) the Debtor's own estimates show
that sales of the Property would not be complete for at least
three years, thus exposing FTL, but not the proposed priming
lender, to the risks of the real estate market, and (c) the
speculative future value attributed to the Property by the Debtor
is based upon assumptions that are highly questionable at best.

According to FTL, the Debtor is asking the Court to impose the
entire risk of an inherently risky real estate development project
onto FTL in clear contravention of well-established principles of
bankruptcy law.  FTL adds that the periodic payments that the
Debtor proposes to make to FTL offer FTL no protection at all
because the only source of funding for the Debtor to make those
interest payments is the additional financing that it proposes to
obtain through its Motion.  Thus, the monthly payments actually
further jeopardize FTL's interest because they constitute superior
liens.  Moreover, according to FTL, the Debtor's argument that FTL
is adequately protected by the projected increased value of the
Property post-construction is a speculative argument that has been
rejected by bankruptcy courts around the country.

Accordingly, the Court should reject the Debtor's request and deny
the Motion in its entirety.

As reported in the TCR on July 11, 2013, OCD, LLC, asks the U.S.
Bankruptcy Court for the Southern District of New York for
authorization to obtain secured debtor-in possession financing
from Atlas Investments, LLC, of up to $5 million in order to
complete construction on real property owned by it located at 111
San Joaquin Road, Mountain Village, Colorado which the Debtor is
developing into six condominium units known as "The Lorian at
Prospect Creek".  According to OCD, the Project is currently
approximately 82% complete.

The Debtor has prepared a construction budget in the amount of
$2,962,685.00 to complete the Project.

The loan will be secured by a super-priority lien and deed of
trust against the Property.  The interest rate will be 10% per
annum, and the maturity date of the loan will be one year from the
date of closing, with two extension periods of six months each.

The Debtor will pay a closing fee equal to 3.5% of the principal
amount of the loan or $175,000.  Should the Debtor elect to
exercise its right to the extend the term of the loan beyond the
Maturity Date it will pay an extension fee of 1.75% of the
outstanding principal balance of the loan to extend the Maturity
Date for six months.  Should the Debtor elect to extend the
Maturity Date beyond the First Extension for an additional six (6)
months it will pay an additional fee of 1.25% of the outstanding
principal balance of the Loan to Atlas.  The Debtor will pay
Prairie Stone Investors, LLC, 1% of the Loan amount at closing
representing a Brokers Fee.

According to the Debtor, although the current "as is" value of the
Property is less than the alleged amount due FTL Lorian, LLC, on
account of its loan, the Debtor submits that FTL will be
adequately protected inasmuch as the proposed improvements by the
Debtor will significantly increase the value of the property to at
least $15,175,000 "as complete" in or about January, 2014 and
$22,677,294.00 on a on forecasted total sale revenue and
$20,268,663.00 on a forecasted net income basis upon the sale and
marketing of all six (6) condominium units.

According to the Debtor, FTL will be further adequately protected
by payment of interest at the non-default interest rate of prime
(currently 3.25%) plus 0.5% or 3.75% on $9,535,492.00, the alleged
principal amount of its loan, in monthly installments in the
amount of $29,798.41, commencing the on first (1st) day of each
month following the Closing of the Loan for eighteen (18)
consecutive months or until FTL receives an initial distribution
on account of its claim under a Plan of Reorganization.

                          About OCD, LLC

OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-22416) on March 12, 2013.  Charles E. Dewey, Jr., signed the
petition as managing member.  Judge Robert D. Drain presides over
the case.  The Debtor disclosed $28,014,340 in assets and
$17,021,500 in liabilities as of the Chapter 11 filing.

Jeffrey A. Reich, Esq., and Lawrence R. Reich, Esq., at Reich
Reich & Reich, P.C., in White Plains, N.Y., represents the Debtor
as counsel.


OHANA GROUP: Disclosure Statement Hearing on Aug. 30
----------------------------------------------------
Ohana Group LLC filed with the U.S. Bankruptcy Court for the
Western District of Washington on July 31, 2013, a Disclosure
Statement for the Debtor's proposed Plan of Reorganization.  The
hearing date is set for Aug. 30, 2013, at 09:30 a.m.

According to the Disclosure Statement, the Debtor will continue to
operate the Fremont Village Square condominium development Project
in the ordinary course of business.  Funding for payments to
creditors under the Plan will come from Cash on hand as of the
Effective Date, and operating revenues.  The Debtor or its
designee will act as disbursing agent for payments and
distributions due under the Plan.

The secured claim of Wells Fargo, N.A., as trustee for the
registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2007-C5 (the "Lender"), which filed a proof of claim of
$13,434,336 on Jan. 25, 2013, will be satisfied through equal
monthly principal and interest payments based upon a 30-year
amortization schedule through the month prior to the Class 1
Maturity Date, with all amounts due and payable on the Class
Maturity date.

Holders of general unsecured claims will be paid in full in 12
equal monthly payments.

Members will retain their interests following Confirmation but
will receive no distributions on account of such interests (i) if
there exists a default under payments owing to any Class, or (ii)
if the Debtor will fail to make any payment due on the Effective
Date.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/ohanagroup.doc115.pdf

Counsel for the Debtor may be reached at:

         James I. Day, Esq.
         Bridget G. Morgan, Esq.
         BUSH STROUT & KORNFELD LLP
         5000 Two Union Square
         601 Union Street
         Seattle, WA 98101-2373
         Tel: (206) 292-2110
         Fax: (206) 292-2104
         E-mail: jday@bskd.com
                 bmorgan@bskd.com

Ohana Group LLC, is a Washing limited liability company formed in
2006 for the purpose of managing and operating a mixed-used real
property development located at 3601 Fremont Avenue N. in Seattle,
Washington.  The Company filed for Chapter 11 bankruptcy (Bankr.
W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.  The Debtor's
members are Patricia Cawdrey and Daniel Cawdrey, Jr.  Judge Marc
Barreca oversees the case.  Bush Strout & Kornfeld LLP, in
Seattle, serves as bankruptcy counsel.  In its petition, the
Debtor scheduled $16,000,000 in assets and $11,696,131 in
liabilities.

The Law Offices of Brian H. Krikorian represents the Debtor as
special counsel in connection with the litigation against one of
the Debtor's former tenants.


OMNIA ALEXIS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Omnia Alexis, LLC
        633 Coleridge Avenue
        Palo Alto, CA 94301

Bankruptcy Case No.: 13-54219

Chapter 11 Petition Date: August 6, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICES OF CHARLES B. GREENE
                  84 W. Santa Clara Street #740
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

Scheduled Assets: $6,500,000

Scheduled Liabilities: $6,350,500

The Company?s list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Joelle Osias, managing member.


PATRIOT COAL: Seeks Aug. 20 Hearing to Approve New CBAs with UMWA
-----------------------------------------------------------------
Patriot Coal Corporation, et al., will be filing with the U.S.
Bankruptcy Court for the Eastern District of Missouri a motion
seeking, pursuant to 11 U.S.C. Sections 363(b), 1113, 1114(e) and
105(a) and Fed. R. Bankr. P. 9019(a), authorization to enter into
new Collective Bargaining Agreements and Memorandum of
Understanding with the United Mine Workers of America (the "UMWA).

The Debtors ask the Bankruptcy to schedule the Rule 9019 Motion
for hearing at the Debtors' next scheduled status hearing on
Aug. 20, 2013, at 10:00 a.m.

According to papers filed with the Court August 12, the Debtors
are hopeful that the settlements will allow them to secure the
outside investment necessary to reorganize as a going concern.

The UMWA, in its capacity as the authorized representative of the
UMWA Employees and the UMWA Retirees, received an initial draft of
the 9019 Motion on Aug. 9, 2013, and the Court and the other
Interest Parties received an advance draft of the Rule 9019 Motion
on August 12, 2013, the Debtors said.

As reported in the TCR on Aug. 13, 2013, the vote to ratify the
settlements will take place on Friday, Aug. 16.  Some 1,800 active
or laid-off members in West Virginia and Kentucky are eligible to
Vote.

                         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 serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  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 U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Eastern Inks Amended Equipment Lease Agreement
------------------------------------------------------------
Patriot Coal Corporation and affiliate Eastern Associated Coal,
LLC, ask the U.S. Bankruptcy Court for the Eastern District of
Missouri to approve Eastern's entry into a settlement agreement
and amendment to its amended and restated lease agreement (the
"Agreement") with U.S. Bank, National Association, as owner
trustee under the Trust Agreement, and authorizing Eastern to
exercise the early buyout option as modified by the Agreement.

Banc of America Leasing & Capital, LLC, is the owner participant
and maintains one hundred percent of the beneficial interest in
the owner trust created by that certain trust agreement dated as
of July 15, 1986 (the "Trust Agreement"), which trust is
the owner and lessor of the Equipment, which is utilized in
Eastern's operations at the Rocklick Prep Plant, located in Boone
County in southern West Virginia.

According to papers filed with the Court, an integral part of the
Equipment Lease is the Lessee's Option to Purchase the
Equipment (the "Early Buyout Option").  The Early Buyout Option
provides Eastern with the right to purchase the Equipment on
Jan. 1, 2014 (the "EBO Date") for the fixed price of $3,672,136.75
(the "EBO Price").  If Eastern elects to exercise the Early Buyout
Option, it is required to pay the EBO Price, as well as any Rent
outstanding as of the EBO Date and certain other costs (the "Total
EBO Price").

The amended and restated lease agreement, in addition to
preserving Eastern's right to purchase the Equipment pursuant to
an early buyout arrangement, amends the Equipment Lease to modify
the terms of the Early Buyout Option (the "Modified Early Buyout
Option") and resolve the issues involving the Rent Deficiency as
follows:

* Eastern will receive a $1.2 million discount to the EBO Price,
reducing the EBO Price to $2,472,136.57 and resulting in a
substantially lower Total EBO Price of $4,317,504.17 (the "Reduced
EBO Price").  Further, the EBO Date will be modified such that the
Reduced EBO Price is due and payable within five (5) business days
of an order approving the Agreement and authorizing the Debtors'
exercise of the Modified Early Buyout Option becoming a final
order (the "Order");

* U.S. Bank's Owner Trustee Proof of Claim and Banc of America's
Owner Participant Proof of Claim (which were filed as contingent,
unliquidated claims) will be disallowed and expunged upon the
Order becoming a final order and the payments under the Agreement
being made;

* The Debtors will release U.S. Bank and Banc of America from all
claims and obligations which arise from or relate to the Lease
Agreements, including, without limitation, any avoidance actions
under Sections 544-550 of the Bankruptcy Code, upon the Order
becoming a final order;

* Eastern will have sole liability for personal property taxes in
connection with the Equipment for the period commencing July 1,
2013, and for all periods thereafter;

* Upon the transfer of U.S. Bank's title in the Equipment, the
Debtors will be released from all obligations under the Equipment
Lease with respect to any period after such transfer, provided
that certain obligations (including indemnification obligations)
which by their terms survive the termination of the Equipment
Lease will survive.

                         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 serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  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 U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PHOENIX DEVELOPMENT: SCBT Asks Court to Convert Case to Chapter 7
-----------------------------------------------------------------
SCBT N.A., dba CBT, a Division of SCBT, asks the U.S. Bankruptcy
Court for the Middle District of Georgia to convert Phoenix
Development and Land Investment, LLC's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

According to papers filed with the Court on July 23, 2013,
following the entry by the Court of an order granting its stay
relief with respect to the Debtor's 45 acres of land in Athens-
Clarke County, Georgia, the property was sold under a power of
sale on July 2, 2013, for $2,250,000.  SCBT applied the credit bid
against the Debtor's obligation and filed a proof of claim for the
remaining balance of $2,675,290 as an unsecured claim.

SCBT relates that the Debtor's assets consist solely of causes of
action and the Debtor has no way to reorganize.  Converting the
case to Chapter 7 would provide for a bankruptcy trustee that
could litigate the claims and, assuming any recoveries, distribute
them to creditors.

               SCBT Objects to Motion to Dismiss

The Debtor filed a motion to dismiss its Chapter 11 case.  A
hearing on the motion is slated for Aug. 21, 2013, at 2:00 p.m.

According to the Debtor, it does not intend to file a plan as it
has nothing left to reorganize.  Further, the Debtor says its only
tangible asset has been sold and it has no other assets other than
claims against various entities in the state court.  SCBT, the
only secured creditor, according to the Debtor, has liquidated its
claim.

SCBT objects to the motion.

                     About Phoenix Development

Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6, 2013.  The Watkinsville, Georgia-based company
disclosed total assets of $31.7 million and liabilities of
$4.31 million in its schedules.  The petition was signed by Conway
Broun as manager.  Ernest V. Harris, Esq., at Harris & Liken, LLP,
serves as the Debtor's counsel.

Byron C. Starcher, Esq., at Nelson, Mullins, Riley & Scarborough,
LLP, represents SCB&T, N.A., as counsel.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T, NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia.


POINTE WEST: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pointe West of Vero Beach, Ltd
        1999 Pointe West Drive
        Vero Beach, FL 32966

Bankruptcy Case No.: 13-28654

Chapter 11 Petition Date: August 6, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Robert S. Shuker, Esq.
                  LATHAM, SHUKER, EDEIN & BEAUDINE, LLP
                  390 N. Orange Avenue, #600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  E-mail: bknotice@lseblaw.com

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

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

The Company?s list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb13-28654.pdf

The petition was signed by Charles Mechling, president of Pointe
West of Vero Beach, Inc., its general partner.


PRIMCOGENT SOLUTIONS: Can Employ Andrews Kurth as Counsel
---------------------------------------------------------
On Aug. 1, 2013, the U.S. Bankruptcy Court for the Northern
District of Texas authorized Primcogent Solutions, LLC, to employ
Andrews Kurth LLP as counsel for the Debtor.

As reported in the TCR on July 19, 2013, Andrews Kurth will, among
other things:

   a) advise the Debtor concerning its powers and duties as
      debtor-in-possession in the continued operation of its
      business and management of its properties;

   b) act to help protect and preserve the value of the Debtor's
      estate, including but not limited to the pursuit of
      litigation, if necessary; and

   c) prepare all necessary motions, applications, reports, and
      pleadings in connection with the Debtor's chapter 11 case.

Andrews Kurth has been paid $123,568 by the Debtor for all
invoices for tabulated and recorded services rendered, and
expenses incurred, through the time of filing of the Debtor's
chapter 11 petition.  Andrews Kurth holds $51,431 towards fees for
postpetition services and expense reimbursements.  The hourly
rates of Andrews Kurth personnel are:

         Attorneys                 $275 - $1,090
         Paralegals                $180 -   $355

The professionals at Andrews Kurth primarily responsible for the
matter and their hourly rates are:

         Paul N. Silverstein           $1,090
         Michelle V. Larson              $600
         Jeremy B. Reckmeyer             $590

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor disclosed $82,490,751 in assets
and $27,236,020 in liabilities as of the Chapter 11 filing.  Judge
D. Michael Lynn presides over the case.  Attorneys at Andrews
Kurth, LLP, serve as counsel to the Debtor.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.

The Official Committee of Unsecured Creditors is represented by
Looper Reed & McGraw P.C., as counsel.


PRIMCOGENT SOLUTIONS: Had Access to ORIX Cash Collateral in July
----------------------------------------------------------------
On July 23, 2013, Primocogent Solutions LLC obtained interim
authorization from the U.S. Bankruptcy Court for the Northern
District of Texas to use the cash collateral of secured lender
ORIX Ventures, LLC, until July 30, 2013.

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor disclosed $82,490,751 in assets
and $27,236,020 in liabilities as of the Chapter 11 filing.  Judge
D. Michael Lynn presides over the case.  Attorneys at Andrews
Kurth, LLP, serve as counsel to the Debtor.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.

The Official Committee of Unsecured Creditors is represented by
Looper Reed & McGraw P.C., as counsel.


PRIMCOGENT SOLUTIONS: Committee Can Employ Looper Reed as Counsel
-----------------------------------------------------------------
In an order entered Aug. 1, 2013, the U.S. Bankruptcy Court for
the Northern District of Texas authorized the Official Committee
of Unsecured Creditors of Primocogent Solutions LLC to employ
Looper Reed & McGraw, P.C., as counsel to the Committee.

As reported in the TCR on July 11, 2013, LRM will render these
professional services:

  (a) advising the Committee with respect to its rights, powers
and duties in this case;

  (b) advising and consulting with the Committee concerning (i)
the administration of this case and (ii) unsecured creditors'
rights and remedies in connection with the Debtor's estate;

  (c) analyzing all facets of the Debtor's case, including the
acts, conduct, assets, liabilities, and financial condition of the
Debtor, claims by and against the estate, the existence of estate
causes of action, the operation of the Debtor's business, and
matters related to the formulation, proposal and confirmation of a
chapter 11 plan;

   (d) working with the Debtor concerning the administration of
this case;

   (e) preserving, protecting and maximizing the value of the
Debtor's assets and estate;

   (f) preparing pleadings, motions, answers, notices, orders, and
reports necessary or required to protect the Committee, or to the
administration of this case;

   (g) working to formulate, prepare and confirm a Chapter 11
plan;

   (h) reviewing and analyzing all applications, motions, orders,
statements of operations and schedules filed with the Court and
advising the Committee with respect thereto; and

   (i) performing such other legal services for the Committee that
the Committee determines are necessary and appropriate to
faithfully discharge its duties or otherwise relevant to this
case.

LRM will bill the Committee at its established hourly rates and
seek reimbursement of expenses, as customarily charged to its non-
bankruptcy clients.

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor disclosed $82,490,751 in assets
and $27,236,020 in liabilities as of the Chapter 11 filing.  Judge
D. Michael Lynn presides over the case.  Attorneys at Andrews
Kurth, LLP, serve as counsel to the Debtor.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.

The Official Committee of Unsecured Creditors is represented by
Looper Reed & McGraw P.C., as counsel.


PRM FAMILY: Can Continue Using Lenders Cash Until Aug. 25
---------------------------------------------------------
In a third interim order entered Aug. 1, 2013, the U.S. Bankruptcy
Court for the District of Arizona authorized PRM Family Holding
Company L.L.C., et al., to continue using cash collateral of Bank
of America, N.A., and Grocers Capital Company upon the terms and
conditions set forth in the Order and pursuant to the budget.

Unless extended further with the written consent of BofA, as agent
for the lenders, the authorization granted to the Debtors to use
cash collateral will terminate upon the earlier of: (i) end of
business on
Aug. 25, 2013, or any later date the Agent agrees upon in writing;
or the Court Orders, (iii) the date upon which a Chapter 11 or
Chapter 7 trustee is appointed in any of the Bankruptcy Cases; and
(iv) upon the Debtors' breach under any term or provision of the
Order.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Committee Retaining O'Keefe as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of PRM Family
Holding Company L.L.C., et al., asks the U.S. Bankruptcy Court for
the District of Arizona for authorization to retain O'Keefe &
Associates Consulting, LLC, as financial advisor to the Committee,
effective as of July 19, 2013.

O'Keefe will, among others, render the following services:

(a) review and analysis of the Debtors' weekly financial and
cash flow performance as compared to its budget;

   (b) review of the Debtors' historical operating results, recent
       performance, business plan and associated restructuring
       initiatives and advise the Committee regarding the Debtors'
       business plans, cash flow forecasts, financial projections,
       cash flow reporting, claims, and plan alternatives;

   (c) advise the Committee with respect to available capital
       restructuring and sale and financing alternatives,
       including providing options regarding potential courses of
       action and assisting with the design, structuring and
       negotiation of alternative restructuring and/or transaction
       structures;

   (d) lead or assist in a sale process of the Debtors' assets and
       add strategic buyers to a sale process; and

   (e) review and analyze any proposals the Debtors receive from
       third parties in connection with a sale of the business or
       substantially all of its assets.

Subject to this Court's approval, O'Keefe will charge for its
services on an hourly basis in accordance with its standard hourly
rates in effect on the date that services are rendered.  O'Keefe
has further agreed to cap its fees at $25,000 from the Retention
Date through Aug. 25, 2013, and as a further accommodation to the
Committee and the estates, has agreed to waive all non-working
travel time.

The current hourly rates applicable to anticipated professionals
assigned to these cases are:

     David Distel, Partner             - $400.00/hour

     Yyler Mayoras, Managing Director  - $300.00/hour

     Mike Deighan, Managing Director   - $300.00/hour

To the best of O'Keefe's knowledge and belief, O'Keefe does not
hold or represent any interest adverse to the Committee, or
the creditors of the Debtors' estates, and does not have any
connection with the Debtors, their creditors, any other parties-
in-interest, their respective attorneys and accountants, the U.S.
Trustee, or any person employed in the Office of the U.S. Trustee.
Further, O'Keefe is a "disinterested person(s)," as that phrase is
defined in Sec. 101(14) of the Bankruptcy Code, and O'Keefe's
employment is necessary and in the best interests of the
Committee.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PWK TIMBERLAND: Dan Flavin and Richman Reinauer Okayed as Realtors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized PWK Timberland LLC to employ (i) Dan Flavin with Flavin
Realty; and (ii) Richman Reinauer with Reinauer Real Estate as
realtors.

The Debtor owns approximately 10,700 acres of real estate
scattered across southwestern Louisiana.  The Debtor has
determined that some of the tracts of land are expendable and must
be liquidated at a time when local prices are at a premium.  The
funds derived from the sale of the tract of property will be used
to pay the creditors of the estate.  It is in the best interest of
the estate that some of said property be liquidated in the course
of its reorganization.

Dan Flavin will market and sell assets that constitute property of
the Debtor's estate including:

   1. approximately  141 acres of real estate located on
      Hwy. 90, Calcasieu Parish, Louisiana; and

   2. approximately 87.5 acres of real estate located in Calcasieu
      Parish, Louisiana

The Debtor will pay Dan Flavin a commission of six percent of said
sale.

Richman Reinauer will market and sell assets that constitute
property of the Debtor's estate including:

   1. approximately 130 acres of real estate located on Manchester
      and McCown Roads, Calcasieu Parish, Louisiana; and

   2. approximately 55 acres of real estate located in Calcasieu
      Parish, Louisiana.

The Debtor will pay Richman Reinauer a commission of six percent
of said sale.

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.
The Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.

The Debtor's Chapter 11 plan is due Sept. 18, 2013.


PWK TIMBERLAND: Court Vacates July 23 Exclusivity Extension Order
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
vacated the July 23, 2013, order extending PWK Timberland LLC's
exclusivity periods.

On July 16, 2013, the Debtor filed a motion for extension of its
exclusive periods to file a plan of reorganization and obtain
acceptances of that plan.  The motion was noticed to all creditors
and parties-in-interest and is set for hearing on Aug. 15, 2013.

Gerald J. Casey, Esq., counsel for the Debtor, relates that on
July 23, an order approving the motion for extension of exclusive
time to file plan and obtain acceptances was entered.  The counsel
adds that he submitted the order to the Court in error, thus, the
July 23 order must be vacated.

As reported in the Troubled Company Reporter on July 26, 2013, the
Court extended its exclusive periods to file a proposed chapter 11
plan until Nov. 21, 2013, and to solicit acceptances for that plan
until Jan. 21, 2014.

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.
The Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.

The Debtor's Chapter 11 plan is due Sept. 18, 2013.


REEVES DEVELOPMENT: Hearing on Disclosures Continued to Aug. 22
---------------------------------------------------------------
The hearing to consider the adequacy of the Disclosure Statement
for Debtor Reeves Development Company, LLC's Chapter 11 Plan of
Reorganization has been continued to Aug. 22, 2013, at 10:30 a.m.

As reported in the Troubled Company Reporter on March 27, 2013,
the Plan provides that on the effective date, all allowed accrued
interest calculated at the non-default contractual rate of 4% per
annum plus any amounts allowed by the Court will be capitalized
and added to the outstanding principal balance due under the note
issued by Iberia Bank.  The maturity of the Iberia Note will be
extended to 60 months from the Effective Date.  The Debtor will
then repay the New Principal Balance with interest accruing at the
non-default contractual rate of 4% per annum from the Effective
Date.

Holders of Allowed Secured Vendor Claims will receive quarterly
interest payments equal to 2% per annum on the outstanding
principal balance, plus an amount equal to the claim holders' pro
rata share as to the total allowed outstanding principal balances
of the total claims of an amount equal to $1,500 per acre for each
acre of land sold by the Debtor.

Branch Banking and Trust has agreed to a settlement of its
unsecured claims against the Debtor in exchange for certain
concessions from Debtor's affiliated company, Houma Dollar
Partners, LLC.  In exchange for these concessions, the Debtor has
agreed to forgo any payments due from Houma Dollar Partners, LLC.
The arrangement is subject to court approval in the bankruptcy
case of Houma Dollar Partners, LLC Case No. 12-20649

The Allowed General Unsecured Claims, which class of claims
includes potential contract offset claims of $152,552, will be
paid quarterly interest payments equal to 2% of the outstanding
balance of the approved claim.

Holder of the Subordinated Claim of Reeves Commercial Properties,
LLC, agrees that it will not receive any payments for its claims,
until all other approved claims under the Plan have been paid in
full.

Equity holders have likewise agreed to forgo any payments under
the Plan until all creditors have received principal payments
totaling 50% of the approved balance as of the effective date.
Any payments to Equity holders allowed under the Plan will be
limited to an amount equal to the tax liability passed through to
the equity holders by the Debtor.

Arthur A. Vingiello, Esq. -- avingiello@steffeslaw.com -- of
Steffes, Vingiello & McKenzie, LLC, in Baton Rogue, Louisiana,
represents the Debtor.

                    About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development schedules assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


REEVES DEVELOPMENT: Can Employ O'Dowd and Olney as Special Counsel
------------------------------------------------------------------
Reeves Development Company, LLC sought and obtained permission
from the U.S. Bankruptcy Court to employ Timothy O'Dowd, L.L.C.
and P. David Olney, as special counsel.

Neither O'Dowd nor Olney are owed money by the Debtor for any
billed but unpaid pre-petition services.  Neither O'Dowd nor Olney
are precluded from employment as special counsel under Section
327(e) as neither holds nor represents any adverse interest to the
Debtor or the estate with respect to the matters upon which it
will be engaged.

The Debtor attests that Timothy O'Dowd and P. David Olney are a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

O'Dowd and Olney will be compensated as follows: (i) O'Dowd and
Olney have agreed to accept a fee for services, to be shared by
them, of 40% of the gross recovery up to $250,000 and 33% of any
sums exceeding $250,000 obtained by settlement, judgment or
otherwise, or (ii) 40% of the gross recovery if the litigation is
tried at the appellate court level.

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development schedules assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


REGIONAL EMPLOYERS: Aug. 14 Hearing on Case Dismissal Bid
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing today, Aug. 14, 2013, at 9 a.m., to
consider the motion to dismiss the Chapter 11 case of Regional
Employers Assurance Leagues Voluntary Employees Beneficiary
Association Trust.

The U.S. Trustee for Region 3 is seeking dismissal of the case,
arguing, among other things, that:

   1. the Debtor has no employees and conducts no business but is
      administered by other affiliated parties, (who are also
      Debtors) before the court;

   2. the Debtor cannot reorganize and that its bankruptcy has no
      business purpose; and

   3. the sole purpose of filing for bankruptcy relief was an
      attempt to stay a police powers action bought by the U.S.
      Department of Labor pending in the U.S. District Court for
      the Eastern District of Pennsylvania, and hence not
      commenced in good faith.

Earlier, the Court has denied approval of Matthew A. Hamermesh,
Esq., at Hangley Aronchick Segal & Pudlin as counsel to the
Debtor.

                About Regional Employers Assurance

Regional Employers Assurance Leagues Voluntary Employees'
Beneficiary Association Trust, filed a Chapter 11 petition (Bankr.
E.D. Pa. Case No. 13-16440) on July 23, 2013.  The Debtor
estimated assets at $50 million to $100 million and debts at
$1 million to $10 million.  The petition was signed by John J.
Koresko, V, director of trustee and administrator.

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


RESIDENTIAL CAPITAL: Objections Portend Tedious Plan Hearing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC received about a dozen
objections to approval of the disclosure statement explaining the
Chapter 11 plan based on a settlement with non-bankrupt parent
Ally Financial Inc.

The report relates that although the disclosure statement may be
approved at or not long after the Aug. 21 hearing, the tenor of
some objections indicates that approval of the plan at the later
confirmation hearing will be a tedious undertaking, given the
complexity of the settlement where Ally pays $2.1 billion in
return for releases of claims not only from ResCap but also from
creditors.

Apart from the U.S. Trustee who has objections often raised by the
government, the most strident opposition likely will come from
junior secured creditors who say they are entitled to be paid in
full while the plan and settlement say their collateral value
comes well short of full payment.

The noteholders argue that assets are not being properly allocated
among the ResCap companies.  If there were proper allocations, the
noteholders say, they would be fully secured and entitled to
payment of interest on their claims after bankruptcy.

The noteholders said in their filing last week that there is "no
principled rationale for the allocation of value and the allowance
of claims mandated by the proposed compromise."  They want the
disclosure statement modified to explain "why and how value was
allocated to other constituencies."  On another issue that could
be a hot topic at confirmation, the noteholders want more facts
explaining why $2.1 billion from Ally is enough to justify
releases the parent receives.  The noteholders contend the Ally
contribution is inadequate because the parent is receiving what
they call a "tax windfall." The amount of the tax benefit to Ally
flowing from the settlement payment is blanked out in the
publicly-filed objection.

The report adds that similar to her objections regarding the plan
for AMR Corp., the U.S. Trustee contends the ResCap plan is
fatally defective because it reimburses unofficial creditor groups
for their legal expenses.  The Justice Department's bankruptcy
watchdog points to provisions in the Bankruptcy Code saying
individual creditors are entitled to reimbursement of legal costs
only for making a "substantial contribution" to the case.  Even
with regard to some creditors who are entitled to reimbursement,
the U.S. Trustee finds the plan defective for sidestepping court
review and approval.  The U.S. Trustee says there aren't
sufficient reasons given in the disclosure statement for so-called
partial substantive consolidation, where some subsidiaries' assets
and debt are thrown into one pot.  As she also often does, the
U.S. Trustee believes there are insufficient grounds for giving
releases to third parties.

ResCap's plan won't stop suits against Ally by the Federal Deposit
Insurance Corp. and by the Federal Housing Finance Agency, in its
role as conservator of the Federal Home Loan Mortgage Corp. The
FHFA contends the disclosure statement doesn't adequately explain
how non-bankruptcy federal law enacted after the financial crisis
gives it the right to first recovery on fraudulent transfer claims
against Ally.  Like the junior noteholders, the FHFA faults the
disclosure statement for inadequately explaining how and why the
$2.1 billion from Ally is being allocated among the various
companies.

ResCap says that its plan is supported by "most of the debtors'
largest creditor constituencies."  The plan provides holders of
ResCap's $2.147 billion in general unsecured claims a 36.3 percent
recovery, according to the disclosure statement.  Unsecured
creditors with $2 billion in claims against the GMACM companies
are predicted to have a 30.1 percent recovery.

                   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 at 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 sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

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).


ROTECH HEALTHCARE: Shareholders Oppose Lenders' Make-Whole Claim
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Rotech Healthcare Inc. official shareholders'
committee launched an attack on the $57 million make-whole premium
claimed by second-lien noteholders who are slated to become new
owners of the third-largest U.S. provider of home respiratory
equipment and services.

According to the report, the equity committee contended in papers
filed Aug. 12 that the make-whole is unenforceable under New York
law because it's a "penalty" and "grossly disproportionate to any
actual damages."

The make-whole, in the opinion of the equity committee, represents
unmatured interest, which isn't permitted under bankruptcy law.  A
make-whole is intended to compensate lenders for being forced to
reinvest at a lower rate when a debt is repaid before maturity.

The equity committee believes the second-lien noteholders are
asserting the make-whole to buttress their entitlement to exchange
debt for ownership.

                       The Chapter 11 Plan

According to the report, the shareholders said they want their
objection heard at the hearing on Aug. 29 when Rotech's
reorganization plan comes up for approval.

The plan was mostly worked out before the Chapter 11 filing in
April.  For a recovery estimated between 28 percent and 47
percent, the plan would give ownership to holders of $290
million in 10.5 percent second-lien notes.  Unsecured creditors,
whose official committee supports the plan, are estimated to have
a recovery of 12 percent to 25 percent.

The shareholders' committee was appointed on the notion that an
offer in the original plan of 10 cents a share indicated there
could be value for equity. The official equity panel attempted
unsuccessfully to block $30 million in financing and argued the
company is worth substantially more.

After the equity committee's objection, the plan was modified to
omit the provision giving stockholders 10 cents a share.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


RR DONNELLEY: Moody's Rates $350MM Sr. Unsecured Notes 'Ba3'
------------------------------------------------------------
Moody's Investors Service rated RR Donnelley & Sons Company's new
$350 million senior unsecured notes Ba3. RR Donnelley's corporate
family rating and probability of default ratings remain unchanged
at Ba2 and Ba2-PD, respectively. Ratings of the company's senior
secured credit facility and senior unsecured notes also remain
unchanged at Baa2 and Ba3, respectively, and RR Donnelley's
speculative grade liquidity rating remains unchanged at SGL-2
(good). The outlook remains negative.

Proceeds from the new notes will be used to fund tender offers
aggregating up to $350 million of various outstanding notes issues
(up to $100 million of 5.50% notes due 2015; up to $100 million of
6.125% notes due 2017; up to $150 million of 7.25% notes due 2018;
and to pay premiums in connection with those tender offers).
Accordingly, the transaction has no immediate ratings implications
and all ratings remain unchanged.

While the debt-for-debt transaction seems to defer debt reduction
and management has been reluctant to time-dimension when the
company will begin to operate within its target 2.25x-to-2.75x
Debt-to-EBITDA leverage range, RR Donnelley will have a $258
million maturity in April 2014 as well as the $200 million
residual of its May, 2015 notes issue. The rating presumes these
issues will be repaid and not replaced, while risks that this may
not occur, in part, cause the outlook to be negative.

The following summarizes these rating actions and RR Donnelley's
ratings:

Issuer: R.R. Donnelley & Sons Company

Assignments:

Senior Unsecured Regular Bond/Debenture, Assigned Ba3
(LGD4 - 65%)

Ratings/Outlook Actions:

Corporate Family Rating, unchanged at Ba2

Probability of Default Rating, unchanged at Ba2-PD

Speculative Grade Liquidity Rating, unchanged at SGL-2

Senior Secured Credit Facility, unchanged at Baa2 (LGD1, 6%)

Senior Unsecured Regular Bond/Debenture, unchanged at Ba3 (LGD4 -
65%)

Senior Unsecured Shelf, unchanged at (P)Ba3

Outlook, Unchanged at Negative

Ratings Rationale:

RR Donnelley is weakly positioned at the Ba2 level because of
elevated leverage and very weak industry fundamentals evidenced by
stalled revenue growth and a recent sequence of asset impairment
charges. With organic revenue growth having stalled and given the
implication that EBITDA will stagnate, management is belatedly
implementing more conservative Debt-to-EBITDA policies, and the
rating assumes commitment to significant debt repayment as efforts
to restore financial flexibility unfold. Moody's believes that
management is committed to applying virtually all of the company's
nearly $300 million of annual free cash flow (Moody's estimated)
towards debt reduction for the foreseeable future. The rating
continues to benefit from the company's resilient cash flow
profile. During the 2008/2009 recession, despite 2009 revenue
being 15% less than in 2008 and despite a 34% EBITDA decline, the
company remained cash flow positive in 2009.

Rating Outlook

Given the potential of a change in management's de-leveraging
commitment as well as accelerating declines in the broadly-defined
commercial printing industry, the outlook is negative.

What Could Change the Rating - Up

Presuming stronger industry fundamentals and solid liquidity,
positive outlook or ratings actions could result from Moody's-
adjusted free cash flow-to-Debt (FCF/TD) to increasing on a
sustainable basis into the 10%-to- 15% range. At that level of
FCF, Moody's-adjusted Debt-to-EBITDA would likely be in the 3.0x-
to-3.5x range. Given adverse systemic influences, the negative
ratings outlook, and with recent measures at a significant
discount to the upgrade guidance measures (estimated 2012 FCF/TD
is 5.9%; Debt-to-EBITDA is 4.4x), an upgrade over the next couple
of years is unlikely.

What Could Change the Rating - Down

Interruption of delivering towards 3.75x Moody's-adjusted Debt-to-
EBITDA by 2015 could result in a CFR downgrade, as would adverse
liquidity developments, a downwards revision in existing financial
guidance or a more than 2.5% decrease in annual organic revenue.

The principal methodology used in this rating was Global
Publishing Industry 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.


RR DONNELLEY: S&P Rates $350MM Unsecured Notes Due 2022 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned R.R. Donnelley & Sons
Co.'s proposed $350 million unsecured notes due 2022 an issue-
level rating of 'BB' (at the same level as the 'BB' corporate
credit rating on R.R. Donnelley), with a recovery rating of '4',
indicating S&P's expectation for average (30% to 50%) recovery in
the event of a payment default.

The company will use the proceeds from the new notes to tender for
up to $350 million principal amount of several debt securities,
including the company's 5.5% notes due 2015, its 6.125% notes due
2017 notes, and its 7.25% notes due 2018.  The company will also
use proceeds to pay any premiums associated with the tender
offers.  If there are any remaining proceeds, the company will use
the proceeds to repay borrowings outstanding under its revolving
credit facility.

"Our ratings on R.R. Donnelley are predicated on the company's
positive cash flow generation (despite revenue declines) and the
assumption that leverage will decline as a result of debt
repayment, provided that economic, structural, and pricing
pressures do not worsen.  Our "fair" business risk profile
reflects the company's market position and efficiencies associated
with its critical mass.  However, the company faces secular
declines in several of its products and pricing pressure because
of industry overcapacity.  We believe that these trends could
cause the company's organic revenue to decline over the near and
intermediate term.  We regard the company's financial risk profile
as "significant" (based on our criteria).  The company's leverage
(adjusted principally for operating leases, pension obligations,
other postretirement obligations, and restructuring charges) was
about 4.3x as of June 30, 2013," S&P said.

The negative rating outlook reflects S&P's view that leverage,
while it expects will improve from the current 4.3x rate, could
still remain above 3.75x by the end of 2013 (the high end of S&P's
threshold for the current rating).

RATINGS LIST

R.R. Donnelley & Sons Co.
Corporate Credit Rating                  BB/Negative/--

New Rating

R.R. Donnelley & Sons Co.
$350 Mil. Unsecured Notes Due 2022    BB
   Recovery Rating                     4


SAN JOSE REDEVELOPMENT: Fitch Affirms 'BB' TABs Rating
------------------------------------------------------
Fitch Ratings affirms the following San Jose Redevelopment Agency
(RDA or agency) non-housing tax allocation bonds (TABs):

-- $232 million merged area redevelopment projects TABs,
   series 2003, 2008A and 2008B at 'BB';

-- $1.4 billion merged area redevelopment projects TABs,
   series 1993, 1997, 1999, 2002, 2004A, 2005A, 2005B, 2006A-T,
   2006B, 2006C, 2006D, 2007A-T, 2007B at 'BB-'.

The Rating Watch Negative has been removed. The Rating Outlook is
Stable.

SECURITY

The merged area TABs are secured by gross tax increment revenue
from the project area net of certain senior pass-throughs and the
20% set-aside for housing. All TABs are also secured by debt
service reserve funds; however, only the merged area redevelopment
project TABs, series 2003 and 2008A and 2008B, benefit from a
cash-funded reserve.

KEY RATING DRIVERS

SOLID AV GROWTH: Removal of the Rating Watch Negative reflects
improved assessed valuation (AV) and Fitch's expectation that debt
service coverage would remain above 1.10x should the agency
ultimately lose its override dispute with Santa Clara County (the
county).

ECONOMIC STRENGTHENING: Fitch expects that the prior two years'
strong economic and real estate trends will persist, continuing to
improve or at least stabilize debt service coverage over the
intermediate term.

OVERRIDE LAWSUIT RISKS REMAIN: Fitch remains concerned about the
potential for the county to appeal a judicial ruling, in favor of
the agency, regarding the agency's retention of a tax override.
However, the project area's recent AV gain significantly softens
the potential impact of an adverse outcome which, in isolation,
would no longer result in a negative rating action.

APPEAL CONCERNS: Fitch is concerned that pending appeals, while
down considerably compared to a year ago, could significantly
reduce already quite low coverage levels. However, Fitch estimates
recent debt service coverage gains could absorb conservatively
estimated granted appeals without falling below 1.0x.

HIGHLY CONCENTRATED, VOLATILE TAX BASE: Taxpayer and industry
concentration remains a concern. Fiscal 2013 top 10 taxpayers
represent 32% of assessed value (AV) with the largest taxpayer at
11.2%. Furthermore, the concentration in the volatile technology
sector poses additional risk, though the industry is currently in
an expansion phase.

BIFURCATION OF RATINGS DUE TO RESERVES: The lower rating on the
TABs without cash-funded debt service reserve funds reflects the
minimal value Fitch places on debt service reserve fund surety
policies in combination with the TABs' extremely low debt service
coverage levels.

RATING SENSITIVITIES

LAWSUIT RESOLUTION, TAX BASE STABILITY: Fitch may take positive
rating action if the agency comes to a successful resolution of
the county's override lawsuit, or upon sufficient evidence of
continued real estate appreciation or stability with appeals
performance at or better than Fitch's base expectations.

CREDIT PROFILE

San Jose, with a population of about 970,000, is located in the
center of Silicon Valley, about 55 miles south of San Francisco.
The agency's large merged project area covers over 8,000 acres or
roughly 7% of the city acreage.

SAN JOSE ECONOMY, TAX BASE ENJOYING SOLID RECOVERY

San Jose's economy continues to improve markedly. Job growth is
among the fastest in the country and was an impressive 4.7% from
May 2012 to May 2013. The city and agency benefit from above-
average economic indicators, including median household income at
131% and 153% of the state and national averages, respectively,
and a poverty rate about 77% of the national average.

Recent AV performance has been positive but highlights the
inherent volatility. The county assessor recently reported that
fiscal 2014 AV increased a substantial 11.4%. This gain compares
favorably to initial estimates pointing to a more modest 4.2%
secured AV increase and coincides with a solid recovery of the
city's housing market.

June home values increased 10.3% year-over-year, according to
Zillow. The local employment and residential real estate markets'
strength may translate into a third consecutive year of AV gains.
However, it's unclear to what extent these factors will impact the
project area's predominantly commercial and industrial tax base.
Fiscal 2015 AV will be determined by real estate values as of Jan.
1, 2014.

The solid fiscal 2014 AV gain increases Fitch-estimated fiscal
2014 debt service coverage to 1.12x (1.17x if the agency prevails
in the override lawsuit) from an essentially sum sufficient amount
the year prior. Fitch estimates AV could fall 10% from current
levels before coverage would drop to 1.0x.
Although debt service coverage has improved markedly compared to
the year prior, Fitch remains concerned about the potential future
impact of the override lawsuit, a large amount of pending appeals
noted below, and the volatility of the project area's tax
increment revenues. To the extent that these concerns are
sufficiently alleviated moving forward, Fitch may take positive
rating action. Any such action may be delayed, however, until
coverage increases substantially from current levels given the
project area's history of volatile AV performance.

IMPROVING BUT STILL LARGE BACKLOG OF APPEALS REMAINS

The number and value of unresolved appeals in the project area
decreased significantly in fiscal 2013. However, 643 appeals
remain outstanding for fiscal years 2011 and 2012 plus an
additional 217 filed for fiscal 2013. The combined disputed value
of all outstanding appeals is about $7.5 billion (36% of fiscal
2014 AV), down from $9.4 billion as of March 2012.

Since 2007 the assessor has granted an average of 14% of disputed
amounts, which would equate to approximately 5.8% of fiscal 2014
AV based on current conditions, if granted in a single year. The
rating conservatively assumes this rate of appeals, despite solid
improvement in real estate conditions and a marked reduction in
granted appeals in fiscal 2012 to just 10% from 28% and 27% in
fiscal years 2011 and 2012, respectively.

Fitch believes long-term prospects for economic growth in the city
and project area are favorable, but appeals may result in a
somewhat uneven AV and pledged revenue recovery over the medium
term.

LARGE PROJECT AREA; HIGHLY CONCENTRATED

The merged project area is sizeable, covering 28 non-contiguous
square miles and spanning 20 miles north to south. The tax base
includes companies such as Cisco Systems Inc., eBay, Hitachi and
Adobe and others which are important to the regional economy.

The project area tax base is highly concentrated in its top
taxpayers, which make up 34% of IV, and in the high technology
sector. This sector has experienced significant volatility in
recent years. The tax base also includes high levels of unsecured
AV and personal property & equipment (PP&E), who's AV tends to be
volatile.

OVERRIDE LAWSUIT RULED IN AGENCY'S FAVOR, BUT MAY BE APPEALED
The SA filed a lawsuit in superior court against the county and
the court ruled in favor of the agency in June. The lawsuit would
require that the county stop withholding an estimated $8.8 million
(for fiscal 2014) in annual tax revenue derived from voter-
approved tax overrides the agency contends is pledged to
bondholders.

However, Fitch will not incorporate the effect of the ruling on
debt service coverage until the county's right to appeal has
closed on August 23. If the SA does not receive the $7.8 million
for fiscal 2014, Fitch estimates debt service coverage at a low
1.12x, inclusive of estimated negative roll adjustments but
exclusive of positive adjustments, and a still low 1.15x excluding
any such adjustments. Due to the agency's recent and significant
AV gain, if the county appealed the lawsuit and prevailed, Fitch
believes the resulting lower coverage levels would be appropriate
for the current rating category assuming no additional negative
credit events.


SANITARY AND IMPROVEMENT: Chapter 9 Case Summary and Creditors
--------------------------------------------------------------
Debtor: Sanitary and Improvement District No. 249 of
        Sarpy County, Nebraska
        c/o Fullenkamp Doyle & Jobeun
        11440 West Center Road, Suite C
        Omaha, NE 68144

Bankruptcy Case No.: 13-81668

Chapter 9 Petition Date: August 6, 2013

Court: District of Nebraska (Omaha Office)

Debtor's Counsel: Brian C. Doyle, Esq.
                  FULLENKAMP DOYLE & JOBEUN
                  11440 West Center Road
                  Omaha, NE 68144
                  Tel: (402) 334-0700
                  Fax: (402) 334-0815
                  E-mail: brian@fdjlaw.com

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

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

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
First Westroads Bank       Warrants               $440,897
Warrant Account
15750 W Dodge Rd
Omaha, NE 68118-2535

Sid Department             Warrants               $257,661
Attn: John Kuehl
1111 N 102nd Court,
Suite 300
Omaha, NE68114

Allan G Lozier             Warrants               $247,362
Dianne S Lozier Ttees
6336 Pershing Dr
Omaha, NE 68110

Daniel J Hirschfeld        Warrants               $211,806
3606 4th Avenue
Kearney NE 68845

Robert B Wellendorf Ttee   Warrants               $114,490

Milton Saylan              Warrants               $97,316

Censtat Financial          Warrants               $91,592
Services

Howard J Friedman          Warrants               $91,592

Wells Fargo Bank NE        Warrants               $91,592

Robert A Reed              Warrants               $87,414
Successor Ttee

Richard B Peterson Ttee    Warrants               $74,418

D A Davidson & Co AS       Warrants               $57,058

Margaret Jones             Warrants               $55,642

Michael D Devereaux        Warrants               $54,630

Richard A Vomacka          Warrants               $54,296

Gregory J Baker            Warrants               $51,520

Robert M Mierendorf        Warrants               $47,735

DA Davidson & Co AS        Warrants               $45,462

Michael L Grant            Warrants               $40,071

Dennis P Hogan III         Warrants               $39,285

The petition was signed by Timothy W. Young, chairman.


SCICOM DATA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: SCICOM Data Services, Ltd.
        10101 Bren Road E
        Minnetonka, MN 55343

Bankruptcy Case No.: 13-43894

Chapter 11 Petition Date: August 6, 2013

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

Judge: Michael E. Ridgway

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

Debtor?s
Business and
Financial
Consultant:       LIGHTHOUSE MANAGEMENT GROUP, INC.

Debtor?s
Valuation
Expert:           SHENEHON COMPANY

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

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

The petition was signed by Timothy L. Johnson, senior vice
president and CFO.

Debtor?s List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
SCICOM Data Services, Ltd.         Pension Plan        $13,540,662
Employee Pension Plan              Payment Obligations,
10101 Bren Road E                  as of 6/30/2013
Minnetonka, MN 55343

Actuate Corporation                Pending Litigation   $3,500,000
951 Mariners Island Boulevard
San Mateo, CA 94404

Xerox                              Goods and/or           $495,329
P.O. Box 802555                    Services
Chicago, IL 60680

Midland Paper                      Goods and/or Services   $39,346

Roberts Business Forms             Goods and/or Services   $37,981

Xcel Energy                        Goods and/or Services   $34,730

Tension Envelope Corp              Goods and/or Services   $25,781

Datalink Corporation               Goods and/or Services   $19,977

Sungard Availability Services      Goods and/or Services   $10,871

Lincoln National Life Ins.         Goods and/or Services    $6,009

Pitney Bowes Presort Svcs Inc.     Goods and/or Services    $5,700

Aerotek Commercial Staffing        Goods and/or Services    $3,954

TW Telecom                         Goods and/or Services    $3,335

Pitney Bowes Inc.                  Goods and/or Services    $2,712

United Parcel Service              Goods and/or Services    $2,519

Associated Financial Group         Goods and/or Services    $2,087

City of Minnetonka                 Goods and/or Services    $1,847

Hillyard, Inc.                     Goods and/or Services    $1,424

Waste Management                   Goods and/or Services    $1,387

JJ?s Outdoor Services, LLC         Goods and/or Services      $906


SEA TRAIL: Effective Date of Plan Occurred on July 19
-----------------------------------------------------
Sea Trail Corporation informs the U.S. Bankruptcy Court for the
Eastern District of North Carolina that the Effective Date of the
Debtor's confirmed Plan of Reorganization occurred July 19, 2013.

As reported in the TCR on July 17, the Bankruptcy Court approved,
on a final basis, the sale of substantially all of the assets of
Sea Trail Corporation to Wealth Spring Industries, LLC, who was
the prevailing bidder at the auction that was held on  June 17,
2013.  Wealth Spring offered to buy the assets for $8,500,000.

Following the closing of the sale, the Debtor will file with the
Court a "Notice of Effective Date of Debtor's Plan," which will
provide the date the Debtor's Plan becomes effective.

                    About Sea Trail Corporation

Sunset Beach, North Carolina-based Sea Trail Corporation owns and
operates the Sea Trail Golf Resort and Conference Center.  The
Debtor's business operations are comprised of three operating
divisions, including the golf division, the convention and resort
division, and the real estate division.

Sea Trail filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
11-07370) on Sept. 27, 2011, in Wilson, North Carolina.  The
Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Amy M. Currin, Esq.,
Laurie B. Biggs, Esq., and Trawick H. Stubbs, Esq., at Stubbs &
Perdue, P.A., is the Debtors' attorney.  McIntyre, Paradis, Wood &
Company CPA's PLLC is the Debtor's accountants.  The Finley Group,
Inc., is the Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.

In October 2012 Bankruptcy Judge Stephani W. Humrickhouse
confirmed the First Amended Plan of Reorganization that Sea Trail
filed on Sept. 20, 2012.  The Court entered an amended
order confirming the Plan on Dec. 3, 2012.  The Plan Effective
Date is contingent upon a sale of the assets.


SELECT TREE: Can Employ Brown Chiari as Special Counsel
-------------------------------------------------------
Select Tree Farms, Inc. et al., sought and obtained permission
from the U.S. Bankruptcy Court to employ Brown Chiari LLP as
Special Counsel to the individual debtors to investigate, settle
or prosecute causes of action, if any, in connection with the
death of Debra G. Schichtel.

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

Attorneys for the Debtors can be reached at:

         Bernard Schenkler, Esq.
         William F. Savino, Esq.
         DAMON MOREY LLP
         The Avant Building, Suite 1200
         200 Delaware Avenue
         Buffalo, NY 14202
         Tel: (716) 856-5500

                   About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).  Ms. Schichtel suffered a stroke around
October 2012 and became comatose and was intubated.  She passed
away Nov. 14, 2012.

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq., at Hodgson Russ
LLP, represent Evans Bank, N.A., the primary secured creditor.


TEN SAINTS: Plan Confirmation Hearing Continued to Sept. 4
----------------------------------------------------------
On July 30, 2013, the U.S. Bankruptcy Court for the District of
Nevada approved the stipulation between Ten Saints LLC and Wells
Fargo Bank, N.A., agreeing to a brief continuance of the
confirmation hearing previously scheduled for July 31, 2013, at
11:00 a.m., to Sept. 4, 2013, at 11:00 a.m.

According to papers filed with the Court on July 29, the Parties
have drafted and approved the amended and restated loan agreement
and are in the process of drafting the remaining amended and
restated loan documents, as well as an amended plan that modifies
the treatment of Wells Fargo's Class 1 Claim consistent with the
terms of the executed Term Sheet executed by the Parties.

As reported in the TCR on June 27, 2013, the confirmation hearing
for the Debtor's Amended Plan of Reorganization dated Sept. 25,
2012, had been scheduled for July 31, at 11:00 a.m.

As reported in the Dec. 5, 2012 edition of the TCR, the Plan
provides that all of the Debtor's assets will vest in the
Reorganized Debtor, which will continue to exist as a separate
entity in accordance with applicable law.  On the Effective Date
(i) the Amended and Restated Note will be executed by Reorganized
Debtor and delivered to secured lender; and (ii) the loan
documents will remain in full force and effect, save and except
that without any further action by Reorganized Debtor or secured
lender, all of the loan documents will be deemed to have been
amended.

The Plan provides for this treatment of claims:

     (a) Secured Lender Claim I ($14,488,705) -- On the Effective
         Date, all pre-Effective Date defaults under the loan
         documents will be deemed to have been cured and on the
         Effective Date, Debtor or Reorganized Debtor will be
         current and in good standing under the loan documents.
         Additionally, on the Effective Date, the loan documents
         will remain in full force and effect.

     (b) Priority Unsecured Claims ($0) -- will be paid in full,
         in cash, on the latest of: (i) the Effective Date, or
         soon thereafter as is practical; (ii) the date as may be
         fixed by the Bankruptcy Court, or as soon thereafter as
         is practicable; (iii) the 14th business day after the
         claim is allowed, or as soon thereafter as is
         practicable; or (iv) the date as the holder of the claim
         and Reorganized Debtor has agreed or will agree.

     (c) General Unsecured Claims ($212,000) -- each creditor with
         an Allowed General Unsecured Claim will be paid in full
         with interest at the Unsecured Interest Rate, which is 3%
         per annum, through Distributions tendered by Reorganized
         Debtor.

     (d) The Holders of Equity Securities of Debtor will retain
         all of their legal interests.

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

                         About Ten Saints

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

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

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

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

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

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

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to
$10 million each for Nigro HQ; and from $10 million to $50 million
in both assets and debts for Horizon Village, Ten Saints and
Beltway One.  The cases are not jointly administered.

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

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


TRIDENT USA: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit rating on Trident USA Health Services LLC and its
issue-level ratings on MX USA Inc. and Kan-Di-Ki LLC.  The rating
withdrawal follows a series of transactions made by the company
including a change in ownership, acquisition of Life Choice
Hospice, and refinancing of its existing rated debt.


TW TELECOM: Moody's Rates $800MM Senior Unsecured Notes 'B1'
------------------------------------------------------------
Moody's Investors Service has assigned B1 (LGD4-67%) ratings to
$800 million of proposed senior unsecured notes to be issued by tw
telecom holdings inc., a wholly-owned subsidiary of tw telecom
inc. The proceeds from the offering will be used to refinance the
company's existing 8% 2018 notes and for general corporate
purposes, including its expanded share repurchase program.

The higher debt load resulting from this transaction will
temporarily stress TWTC's credit metrics beyond the limit of the
current Ba3 corporate family rating (CFR) and dramatically reduce
the company's financial flexibility. TWTC's aggressive debt-
financed share repurchase activity suggests a departure from its
prior conservative capital allocation philosophy and implies
higher long-term credit risk. However, Moody's has affirmed TWTC's
Ba3 CFR and stable outlook due to Moody's view that TWTC will
continue to execute crisply and that organic EBITDA growth will
allow leverage to fall below 3.5x (Moody's adjusted) by year end
2014.

Ratings Rationale:

TWTC's Ba3 corporate family rating reflects the company's
successful track record of revenue growth, operational execution
and consistently low customer churn, while recognizing its
challenging position as a competitive telecommunications provider.

Moody's believes that equity market pressure related to the
sustainability of TWTC's top line growth has led management to
shift to an increasingly shareholder-friendly capital allocation
approach. After several years of cautious fiscal policy, the
company will issue debt to repurchase stock. Moody's believes that
issuing debt to retire equity which trades at a rich multiple is
credit negative, as it represents an unsustainable strategy for a
company which generates only modest free cash flow. Higher
leverage will reduce TWTC's financial flexibility and strategic
options and any additional debt-financed share repurchase or M&A
will negatively impact the company's ratings. TWTC's board has
authorized an incremental $500 million share buyback program
immediately following the completion of a $300 million repurchase
program in the second quarter of 2013.

Despite the higher leverage, Moody's has affirmed the company's
Ba3 rating largely due to management's conservative track record
and Moody's view that the deterioration in credit metrics will be
temporary. Moody's does not believe that the increase in share
repurchase implies a permanent shift in management's tolerance for
leverage.

Moody's expects TWTC to maintain very good liquidity over the next
12-18 months supported by nearly $600 million of cash and short
term investments pro-forma for the transaction and an undrawn $100
million revolver. Moody's expects TWTC to generate around $100
million in free cash flow each year going forward and estimates
that pro forma for the transaction, cash on hand and operational
cash flow should be sufficient for TWTC to meet its capex
obligations and fund its buy-back program.

The stable rating outlook reflects Moody's expectation that TWTC
will make tangible progress towards leverage reduction over the
next 12 months, while maintaining stable operating performance and
profitability.

The rating would face pressure if TWTC's operating performance
deteriorates such that EBITDA erodes, free cash flow becomes
negative or leverage is not on track to fall below 3.5x (Moody's
adjusted) by year end 2014. Additionally, any further debt-
financed share repurchase activity or any M&A transaction that
results in higher leverage (even if only temporarily) would likely
lead to a downgrade. An upgrade is unlikely given the company's
shareholder friendly stance and higher leverage metrics.

With head offices in Littleton, Colorado, tw telecom inc. is a
competitive communications provider. The company provides managed
network services, Internet access, virtual private network, voice
and data services, and network security to enterprise
organizations and communications services companies throughout the
US. TWTC's footprint extends to 75 of the top 100 markets in the
US.

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

Assignments:

Issuer: tw telecom holdings inc.

$400 million Senior Unsecured Regular Bond/Debenture due 2022,
Assigned B1 (LGD4, 67 %)

$400 million Senior Unsecured Regular Bond/Debenture due 2023,
Assigned B1 (LGD4, 67 %)

Issuer: tw telecom holdings inc.

Outlook, Remains Stable

Issuer: tw telecom inc.

Outlook, Remains Stable

Affirmations:

Issuer: tw telecom holdings inc.

Senior Secured Bank Credit Facility Apr 17, 2020, Affirmed Baa3
(LGD2,11%) from (LGD 2,14%)

Senior Secured Bank Credit Facility Apr 17, 2018, Affirmed Baa3
(LGD2,11%) from (LGD 2,14%)

Senior Unsecured Regular Bond/Debenture Oct 1, 2022, Affirmed B1

Issuer: tw telecom inc.

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-1

Corporate Family Rating, Affirmed Ba3


TW TELECOM: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Littleton, Colo.-based telecommunications provider TW Telecom Inc.
to stable from positive and affirmed the 'BB-' corporate credit
rating on the company.

At the same time, S&P assigned a 'B+' issue-level rating and '5'
recovery rating to the company's proposed $400 million of senior
notes due 2023 and $400 million of senior notes due 2022.  S&P
also lowered the issue-level rating on its existing senior
unsecured debt to 'B+' from 'BB-' and revised the recovery rating
on this debt to '5' from '4'.  The downgrade reflects an aggregate
$370 million increase in unsecured debt, which dilutes recovery
prospects for existing bondholders.  The '5' recovery rating
indicates S&P's expectation for modest (10%-30%) recovery in the
event of payment default.

Wholly-owned subsidiary TW Telecom Holdings Inc. is issuing the
proposed new notes under rule 144A with registration rights.  The
company plans to use net proceeds to tender for the $430 million
8% senior notes due 2018, pay a $33 million tender premium, pay
$18 million of fees and expenses, and add $319 million of cash to
the balance sheet, which we expect will be used to fund share
repurchases and potential acquisitions.

"The outlook revision reflects our expectation that leverage will
rise to around 3.9x with the increased debt from 3.3x as of
June 30, 2013.  Our previous outlook stated that TW Telecom would
need to reduce leverage to below 3x on a sustained basis and
maintain capital spending in the $400 million area," said credit
analyst Allyn Arden.  "As a result of the transaction, we do not
believe the company will be able to achieve this parameter over
the next year."

The rating outlook is stable and reflects S&P's expectation that
the company will continue to increase revenue in the mid-single
digits over the next year.  However, S&P expects EBITDA growth
will be only modest in 2013, primarily because of increased
expenses related to new products and services.  As such, S&P
believes that leverage will remain in the high-3x area in 2013.
Although unlikely in the near-term, S&P could raise the ratings if
the company can reduce leverage to below 3x on a sustained basis
and limit annual capital spending in the $400 million area.

Conversely, S&P could lower the ratings if business conditions
deteriorates, resulting in higher churn and pricing pressure that
cause FOCF deficits, or if the company pursues an even more
aggressive financial policy that results in leverage rising to 5x
or higher.


UNIFIED 2020: To Sell Building Property in Plan of Liquidation
--------------------------------------------------------------
Unified 2020 Realty Partners, LP, filed with the U.S. Bankruptcy
Court for the Northern District of Texas on Aug. 4, 2013, a First
Disclosure Statement for the Debtor's Plan of Liquidation.

Because the actual operations of the Debtor's business are not
adequate to cover the debt service of the Debtor, and for other
reasons, the Debtor has decided to sell its Property through its
Plan.  The stalking horse buyer is Moms Against Hunger.  The
proposed purchase price is $30,127,283.

If qualifying bids are received, then a public auction will be
held at the U.S. Bankruptcy Court for the Northern District of
Texas on the Sales Date.  In the event that a Qualified Bidder
outbids Mom's Against Hunger at the Auction sale, a Breakup Fee in
the amount of reasonable costs and fees incurred by Mom's Against
Hunger not to exceed 3% of the total Sales Proceeds or $903,818.48
is approved and will be paid from the Sales Proceeds at Closing.

A hearing to approve the successful bid at the Auction will be
scheduled for no later than five (5) days following the Sales
Date.

According to the First Disclosure Statement, the Class 5 Allowed
Secured Claim of United Central Bank will be allowed in the amount
of $12,614,018.20 or such amount as agreed to by UCB and the
Debtor or if not agreed, then as determined by the Court.  Debtor
will pay UCB in full on the Effective Date out of the Cash Down
Payment as Closing.

The estimated amount of UCB'S total claim is $16,659,773.65, based
on the Debtor' schedules.  UCB will have no Allowed Unsecured
Claim after receipt of its Allowed Secured Claim.

Class 8 Allowed General Unsecured Claims, estimated at
$24,523,617.  As of Aug. 5, 2013, the unsecured claims filed in
the case total $510,538.58.  Class 8 Claims will be paid once
allowed pro rata out of the Seller Financing.  The projected
return to this Class is 100%.

All equity interests in the Debtor will be retained because the
Plan proposes to pay allowed claims of all creditors in full.

A copy of the First Disclosure Statement is available at:

        http://bankrupt.com/misc/unified2020.doc135.pdf

                      About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.


UNIFIED 2020: Can Employ Samir Patel as Accountant
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Unified 2020 Realty Partners, LP, to employ Samir Patel
as its accountant.

As reported in the TCR on June 11, 2013, the Debtor said Mr. Patel
hasn't been paid any retainer in these proceedings.

The Debtor said Mr. Patel has agreed to prepare the monthly
operating reports for a monthly charge of $500.  Mr. Patel will
prepare financial reports associated with a Plan of Reorganization
for a hourly fee of $100.

The Debtor's principal officer Mr. Edward Roush has agreed to pay
Mr. Patel's fees and expenses for services rendered during the
pendency of the bankruptcy.

                      About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.


UNIFIED 2020: Can Employ Law Office of Arthur Ungerman as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Unified 2020 Realty Partners, LP, to employ the Law
Office of Arthur Ungerman as the Debtor's counsel.

As reported in the TCR on June 17, 2013, the Debtor sought the
Bankruptcy Court's permission to employ Arthur I. Ungerman, Esq.,
and Kerry S. Alleyne-Simmons, Esq. as counsel.

Arthur I. Ungerman -- arthur@ungerman.com -- is a solo
practitioner, while Kerry S. Alleyne-Simmons is an associate
attorney working for Mr. Ungerman.

Ungerman, et al., have been paid a retainer of $20,000. Their
hourly rates are:

         Arthur I. Ungerman                  $300
         Kerry S. Alleyne-Simmons            $175
         Paralegals and Legal Assistants   $30 - $50

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.


UNIFIED 2020: Use of Cash Collateral Limited to Certain Expenses
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in
an agreed fourth interim order dated July 29, 2013, authorized
Unified 2020 Realty Partners, LP, to use United Central Bank's
Cash Collateral to pay the following expenses:

   Payroll (Security Guards)   -  $10,212.00 (+/- 10% based on
                                  Actual time entry)
   Insurance Premiums          -  $4,042.00
   Critical HVAC Repairs       -  $22,358.00
   Telephone Expense           -  $700.00
   Schindler Elevator
    (Quarterly Maintenance)    -  $5,521.00
   Service Contracts           -  $400.00
   U.S. Trustee quarterly Fees -  $600.00

No payments will be made to Edward W. Roush, Jr., or any of his
affiliates during the term of this interim cash collateral order.

A further hearing to consider Debtor Unified 2020 Realty Partners,
LP's Motion to use cash collateral (D.E. # 15) and Creditor United
Central Bank's Motion to prohibit use of cash collateral
(D.E. # 20) will be held on Aug. 26, 2013 at 2:30 p.m.

                      About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.


VALLECITO GAS: Rulings in Mineral Lease Dispute Affirmed
--------------------------------------------------------
District Judge Sam A. Lindsay in Dallas affirmed the bankruptcy
court's decision on all matters appealed in, HARVEY L. MORTON,
Chapter 11 Trustee for Vallecito Gas, LLC, Appellant, v. JOHN
YONKERS, et al., Appellees, Civil Action No 3:11-CV-3537-L (N.D.
Tex.).

The appeal arises from a final judgment entered by the bankruptcy
court in Adversary Proceeding No. 10-3039-BJH, brought by the
Chapter 11 trustee.  Before filing for bankruptcy, Vallecito
purchased a mineral lease from Tiffany Gas Co., LLC, known as the
"Hogback Lease," which is located on land owned by the Navajo
Nation in San Juan County, New Mexico. On the date of Vallecito's
bankruptcy filing, the status of Vallecito's title to the Hogback
Lease was uncertain because several competing claims to the
Hogback Lease had been asserted in litigation in other courts,
including a case commenced in federal court in New Mexico against
Michael W. Briggs and Vallecito on Sept. 8, 2006, referred to as
the "Burle Litigation."

One year before filing for bankruptcy, Vallecito executed an
assignment ("B-C Assignment") of the Hogback Lease to Briggs-
Cockerham, LLC ("B-C"), which held 100% of the membership
interests in Vallecito.  In late 2009, it was discovered that
Briggs had sold undisclosed overriding royalty interests ("ORRI"
or "ORRI Assignments") in the Hogback Lease, on behalf of B-C,
before and after the Vallecito bankruptcy was filed.  In addition,
Briggs continued to sell and execute ORRI Assignments in the
Hogback Lease, on behalf of B-C, for months after B-C was believed
to have disclaimed any interest in the Hogback Lease during a
hearing held by the bankruptcy court on April 17, 2008.

On March 9, 2010, the Vallecito Trustee filed the adversary
proceeding against Yonkers et al., who received ORRI Assignments
from B-C in the Hogback Lease. Pursuant to 28 U.S.C. Sec. 2201,
the Trustee asserted several causes of action seeking a
declaratory judgment that the ORRI Assignments in the Hogback
Lease were void or subject to avoidance by the Trustee. The
bankruptcy court tried the adversary case on May 9, 2011.

The Bankruptcy Court's July 19, 2011 Memorandum Opinion contains
the bankruptcy court's pertinent findings of fact and conclusions
of law regarding the underlying adversary proceeding, which can be
summarized as follows:

    "[T]he Trustee is not entitled to a declaration that the ORRI
Assignments are void or voidable for lack of Navajo Nation
consent.

     ORRI Assignment Nos. 2-10 were transferred pre-petition.
Therefore, 11 U.S.C. Sec. 362 does not apply to those transfers.
Moreover, the Trustee may not rely upon 11 U.S.C. Sec. 362 to
avoid ORRI Assignment Nos. 11-66 because it is not an avoidance
provision of the Bankruptcy Code. These conclusions dispose of the
Trustee's first, second, and third causes of action to the extent
that the Trustee seeks to invalidate the ORRI Assignments on the
ground that they violated the automatic stay. Therefore, the
Trustee is not entitled to a declaration that those ORRI
Assignments are avoidable on this ground.

     With respect to the Trustee's claims under 11 U.S.C. Sec.
549, that section does not apply to ORRI Assignment Nos. 1-10,
which all occurred pre-petition. However, the Trustee has
established a prima facie case for avoidance as to the ORRI
Assignments identified in the Joint Pretrial Order as ORRI
Assignment Nos. 11-66, in that each transfer was a transfer of
property of the estate that was not authorized by the Bankruptcy
Code or by the Court. With respect to the Defendants' defenses,
the Court concludes that the Trustee is not entitled to a
declaration that the ORRI Assignments that are identified on Ex. A
to the Joint Pretrial Order as ORRI Assignment Nos. 11-27 are
avoidable under Sec. 549 because the statute of limitations of
Sec. 549(d) had expired prior to the filing of this adversary
proceeding. . . . Therefore, the Trustee's second cause of action
against the March 20 Claimants is time-barred to the extent the
Trustee seeks a declaration that ORRI Assignment Nos. 11-27 are
avoidable under Sec. 549.

     As to ORRI Assignment Nos. 28-66 . . . These Defendants
(other than Pugh) have . . . established [with regard to their
affirmative defense] that they are "good faith purchasers without
knowledge of the commencement of the case" under Sec. 549(c). Pugh
has not established that he is a "good faith purchaser without
knowledge of the commencement of the case." Accordingly, the
Trustee is entitled to a declaration that the ORRI Assignments
identified in the Joint Pretrial Order as ORRI Assignment Nos. 28-
66 are avoidable, but each of the holders of those assignments,
except for Pugh, is entitled to a lien to the extent of the value
they gave to B-C, which value has been stipulated to in the Joint
Pretrial Order. Therefore, the Trustee is not entitled to a
declaration that these Defendants have no right, title or interest
in the Hogback Lease, except as to Pugh. However, the Trustee is
entitled to recover, pursuant to Sec. 550, these Defendants'
interests in the Hogback Lease, subject to their lien rights
described above. The Trustee may recover Pugh's entire interest
because he is not a good faith purchaser without knowledge of the
commencement of the case and he did not prove that he gave present
fair equivalent value for the transfer."

Judgment consistent with the July 2011 Opinion was entered on
September 23, 2011.  On Oct. 7, 2011, the Trustee filed the
appeal.

The Chapter 11 Trustee raises four issues on appeal: (1) whether
the bankruptcy court erred in excluding from evidence the October
12, 2010 letter from the Navajo Nation Department of Justice (the
"Letter") and whether the letter is admissible under Federal Rules
of Evidence 803(8), 803(15), or 807; (2) whether the bankruptcy
court erred in holding that the Trustee cannot raise lack of
consent by the Navajo Nation to invalidate the assignments of
ORRIs in the Hogback Lease; (3) whether the bankruptcy court erred
in concluding that the lis pendens ("Burle Lis Pendens") filed by
the plaintiffs in the Burle Litigation ("Burle Plaintiffs") did
not provide the ORRI purchasers ("ORRI Purchasers") with
constructive notice of the Vallecito bankruptcy proceeding; and
(4) whether the ORRI Purchasers are bound by the settlement
between the Trustee and the Burle Plaintiffs in the Burle
Litigation embodied in the Vallecito bankruptcy confirmation plan
(the "Plan").

A copy of the Court's Aug. 7, 2013 Memorandum Opinion and Order is
available at http://is.gd/bTnwmhfrom Leagle.com.

Harvey Leon Morton, Appellant, is represented by:

          Julian Preston Vasek, Esq.,
          Kevin Dale McCullough, Esq.
          Scott M. DeWolf, Esq.
          Sean J. McCaffity, Esq.
          ROCHELLE MCCULLOUGH LLP
          E-mail: jvasek@romclawyers.com
                  kdm@romclawyers.com
                  sdewolf@romclawyers.com
                  smccaffity@romclawyers.com

Thomas D. Powers, Esq. -- tpowers@hfblaw.com -- at Harris Finley &
Bogle PC, represents these appellees: John Yonkers, Judy Yonkers,
S. Frank Culberson, Tom Kievit, Kyle Kievit, Kerry Burleson, David
Esposito, Kathleen Esposito, Stephen Murdoch, J. L. Bradshaw
Trust, Lynette Esch, Esch Family Trust, Roland Murphy, Lewis P.
Lane, Lynn C. Lane, Graham Haddock, R. Dave Adams, Connie Adams,
Ray Koren, Judith Armogida, The Robert E. and Rosalie T. Dettle
Living Trust, Daniel Mancha, The Dickinson Family Revocable Living
Trust, and Colt Production Company, LLC.

Thomas D. Powers, Esq., Russell R. Barton, Esq., and Tennessee
Wilson Walker, Esq. -- rbarton@hfblaw.com and twalker@hfblaw.com
-- at Harris Finley & Bogle PC, represent these appellees: John
Wolz, Milton DiGregorio, Beverly DiGregorio, Lewis C. Wright, Jr.,
Terri Wright, Michael Noonan, Patricia H. Brammer, William M.
Brammer Living Trust, R. M. Elliott, Eileen Elliott, James T.
Martin, Sr., Richard V. Halter, Robert L. Romine, Beth Ann
Cutsinger, Dennis Price, Kenneth Neuenschwander, Anna B.
Neuenschwander, Donald G. Harney and Connie J. Harney, Ronald
Foster, Charles Wall, Marion Wall, Harry E. Diezel, The Virginia
Judd Diezel Revocable Living Trust, The Williams Family Living
Trust, Matthew Diezel, and The Lee Family Revocable Trust.

These appellees appeared pro se: John Joel Pugh, Stanley M. Plato,
Charles Pringle, Ann Pringle, and Dennis J. Rambo.

                        About Vallecito Gas

Vallecito Gas, LLC -- http://www.vallecitogas.net/-- is located
in Dallas, Tex., and explores and exploits oil fields located
throughout the Mid-Continent region of the U.S.  Vallecito sought
chapter 11 protection (Bankr. N.D. Tex. Case No. 07-35674) on
Nov. 14, 2007, estimating its assets at more than $1 million and
its debts at less than $1 million.

Harvey L. Morton serves as the Chapter 11 Trustee for Vallecito
Gas, LLC.  Mr. Morton has proposed a First Amended Plan of
Liquidation for the Debtor.  Essentially, the Plan provided that
the the debtor's New Mexico Mineral Lease (against which there are
a number of disputed competing claims) would be sold to Vision
Energy, LLC, in exchange for approximately $6.6 million in cash,
subject to certain terms and conditions, with the proceeds to be
distributed in accordance with the various settlements with the
relevant parties, who agreed to disclaim their alleged interests
in the Hogback Lease in order to permit the sale to Vision to
occur.  The Plan was confirmed on Mar. 17, 2009, but because of a
pending appeal, the Plan was not consummated.


VESCOR CAPITAL: 10th Cir. Vacates Judgment v. Buchanan Investors
----------------------------------------------------------------
In the case, ROBERT G. WING, as Receiver for VesCor Capital Corp.
and VesCor Capital, Inc., Nevada corporations, VesCorp Capital
LLC, VesCorp Capital IV-A, LLC, and VesCorp Capital IV-M, LLC,
Nevada limited liability companies, and their related entities,
Plaintiff-Appellee, v. BERNARD C. BUCHANAN; BERNARDO'S
CORPORATION, a Nevada corporation; BUCHANAN FAMILY TRUST; B&I
BUCHANAN FAMILY LIMITED PARTNERSHIP, a Nevada limited partnership;
BUCHANAN FAMILY LIMITED PARTNERSHIP, a Nevada limited partnership;
BUCK INVESTMENTS, LLC; BAKI, LLC, Defendants-Appellants, No.
12-4123 (10th Cir.), the United States Court of Appeals, Tenth
Circuit, vacated a district court order granting summary judgment
that holds the defendants jointly and severally liable for
millions of dollars of fraudulent transfers received from an
alleged Ponzi scheme.

"We reverse and remand, concluding that the applicable statute of
limitations may bar the receiver from recovering some of these
transfers," said Chief Judge Mary Beck Briscoe, who penned the
decision.

The lawsuit is the latest in a series of cases that stem from the
collapse of VesCor Capital.  The receiver appointed by the
district court, Robert G. Wing, alleges that VesCor was a Ponzi
scheme. He has sought to recover as fraudulent transfers payments
VesCor made to investors.

Mr. Buchanan is one of those investors. Although the exact amounts
are in dispute, Mr. Wing asserts Mr. Buchanan invested nearly $21
million individually and through entities he controlled. VesCor
paid out more than $27 million to those same entities.

Based in Ogden, Utah, Vescor Capital Inc., invested in real
estate-based, income-producing projects throughout the western
United States.  The company filed for chapter 11 protection
(Bankr. D. Utah Case No. 07-22435) on May 30, 2007.  J. Thomas
Beckett, Esq., at Parsons Behle & Latimer, represents the Debtor.
When the Debtor filed for protection from its creditors, it
disclosed estimated assets and debts between $1 million and
$100 million.

On July 6, 2007, the bankruptcy court ordered the appointment of a
trustee, "[f]inding that the debtor engaged in pre-petition fraud,
dishonesty, incompetence, gross mismanagement, a failure to keep
adequate records, and a history of transactions with companies
affiliated with the debtor."

Notwithstanding the bankruptcy proceedings, the Securities and
Exchange Commission in February 2008 filed a complaint against
various VesCor entities -- including VesCor Capital Inc. --
alleging that the companies had violated securities laws. The
complaint accused VesCor founder Val E. Southwick of "operat[ing]
a massive Ponzi scheme, paying existing noteholders with funds
from new investors."  In May 2008, the district court appointed
Mr. Wing as a receiver.

A copy of the Tenth Circuit's Aug. 9, 2013 Order and Judgment is
available at http://is.gd/nUdk1lfrom Leagle.com.


VILICA LLC: Court Orders Case Converted to Chapter 7
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
entered, on Aug. 1, 2013, an order converting Vilica, LLC's
Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code.

The Court ordered the Debtor, within fifteen (15) days from the
effective date of coversion, to file a schedule of unpaid debts
incurred after the commencement of its Chapter 11 case in
accordance with Fed. R. Bankr. P. 1019(5).

In his motion to convert or dismiss Debtor's Chapter 11 case,
filed July 1, August B. Landis, Acting United States Trustee
for Region 17, said no plan or disclosure statement has been filed
in the case and no efforts appear to have been made to refinance
the properties.  According to the Acting UST, only a single sale
has been consummated in the 2 and 1/2 years that the case has been
pending.  Further, post-petition property taxes have not been paid
and interest accrues on the McLean Trust properties at the rate of
about $7,870 per month.  Also, no income is being generated by the
Debtor.

                         About Vilica LLC

Santa Cruz, California-based Vilica, LLC, filed for Chapter 11
bankruptcy protection (Bankr. N.D. Calif. Case No. 10-62728) on
Dec. 13, 2010.  The Debtor's primary assets are 29 large parcels
of real property located in Humboldt and Trinity Counties.  These
properties are undeveloped and include significant tracts of
timberland.  The primary secured creditor on these properties is
the McLean Survivor's Trust.  Charles B. Greene, Esq., at the Law
Offices of Charles B. Greene, in San Jose, Calif., serves as the
Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $12,757,273 in total assets and $4,245,843 in
total debts at the Petition Date.


WATERSTONE AT PANAMA: Withdraws Motion To Extend Use of Cash
------------------------------------------------------------
Waterstone at Panama City Apartments, LLC, has withdrawn its
motion to extend the order authorizing limited use of cash
collateral filed July 16, 2013.

As reported in the TCR on June 13, 2013, Bankruptcy Judge Timothy
J. Mahoney has signed off on an agreed final order authorizing the
Debtor to use certain cash collateral in which Lenox Mortgage
XVIII LLC asserts an interest.

Pursuant to the stipulation:

   1. the lender consented to the use of cash collateral;

   2. the budget will not include any monthly expenses that
      are received by Gene Wilczewski, any entity owned or
      controlled by Gene Wilczewski, or any relatives of Gene
      Wilczewski that exceed the lesser of: (a) $3,000; or
      (b) 2% of the Debtor's total income per month;

   3. the Debtor's use of cash collateral will terminate on
      (a) July 15, 2013; (b) 10 days after lender provides notice
      To the Debtor that it is terminating its consent; (c) the
      occurrence of an event of default; or (d) the occurrence
      of the effective date or consummation of a plan of
      reorganization for the Debtor.

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC,
filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751)
on April 9, 2013.  Bankruptcy Judge Timothy J. Mahoney presides
over the case.  William L. Biggs, Jr., Esq., and Frederick D.
Stehlik, Esq., at Gross & Welch, P.C., represent the Debtor in its
restructuring efforts.

The Debtor disclosed $26,159,064 in assets and $26,120,989 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Edward E. Wilczewski, manager.


WESCO INTERNATIONAL: S&P Raises CCR to 'BB'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit ratings on WESCO International Inc. (WESCO) and
its wholly owned subsidiary WESCO Distribution Inc. to 'BB' from
'BB-'.  The outlook is stable.  At the same time, S&P raised the
issue-level ratings on WESCO Distribution's and its subsidiary
WDCC Enterprises Inc.'s senior secured term loans to 'BB-' from
'B+' and the issue-level rating on WESCO's senior unsecured notes
to 'B+' from 'B'.  The recovery ratings remain unchanged.

"The upgrades reflect our expectation that WESCO's credit measures
will continue to improve this year and over the next few quarters,
consistent with our expectations for the 'BB' rating, which
include leverage of less than 3.5x and funds from operations (FFO)
to debt of more than 20%," said Standard & Poor's credit analyst
Gregoire Buet.  The company's credit metrics are slightly weaker
than those levels, but S&P expects that management will continue
to use cash flow generation for debt reduction and that it will be
disciplined in its growth strategy.  S&P views WESCO's business
risk profile as "satisfactory" and has revised its assessment of
its financial risk profile to "significant" from "aggressive."
S&P views the company's management and governance as
"satisfactory."

WESCO is one of the top five electrical distributors in the U.S.,
and it serves customers across the construction, industrial,
governmental, and utility markets. Electrical distribution is a
highly fragmented market, which can lead to intense pricing
pressures, particularly during periods of weak demand.  Demand is
fueled by the increasing use of electrical parts across industries
and the trend among industrial manufacturers to outsource noncore
activities such as purchasing and inventory management in an
effort to reduce operating expenses.  S&P expects that the
company's expanding geographic markets, broad product offering and
service capabilities, efficient logistic network, and fair degree
of end-market diversity will continue to support its competitive
position.  These factors also help WESCO obtain global accounts
with major industrial manufacturers and allow it to leverage its
cost structure.

The outlook is stable.  S&P expects that WESCO's credit measures
will continue to improve as the company continues to uses its free
cash flow to reduce debt in the coming quarters and that
management will pursue future acquisition in manner that is
consistent with the company's stated financial policies and S&P's
expectations for the rating, including maintaining FFO to debt of
more than 20%.

S&P believes that an upgrade is unlikely during the next two
years, since it views management's acquisition growth strategy and
leverage tolerance as constraining factors for a higher rating.
Over the longer term, S&P could raise the rating if WESCO commits
to, and demonstrate, more conservative financial policies,
including maintaining leverage of less than 3x.

S&P could lower the rating if, contrary to its expectations,
leverage does not improve to less than 3.5x either because of
deteriorating operating performance (for instance, due to weaker
industrial activity or operational shortfalls that cause revenues
to decline by more than 10% and erode EBITDA margins by more than
100 basis points) or because of debt-funded acquisitions.


WINDSTREAM CORP: Fitch Rates $500MM Sr. Unsecured Notes at 'BB+'
----------------------------------------------------------------
Fitch Ratings is rating Windstream Corporation's (Windstream;
NASDAQ: WIN) proposed re-opening of up to $500 million of 7.75%
senior unsecured notes due 2021 'BB+'. Windstream's Issuer Default
Rating (IDR) is 'BB+'. The Rating Outlook is Negative.

Proceeds from the $500 million senior unsecured note offering will
be used to fund a tender offer for the $500 million of 7% senior
unsecured notes due 2019. The company is tendering for the 2019
notes which are the only series of outstanding notes that do not
have a ratings-change triggering event as part of their change of
control covenant. Windstream has disclosed that it is evaluating
the formation of a holding company, which would be a change of
control. If implemented, Windstream Corporation would become a
subsidiary of the holding company. Fitch believes the formation of
the holding company is neutral to Windstream's credit profile, as
Windstream would continue to be the primary obligor for the
currently outstanding debt.

KEY RATING DRIVERS

Key rating factors which support the rating include:

-- Expectations for the company to generate improved free cash
   flow (FCF) in 2013 as certain capital spending projects wind
   down;

-- Revenues have become more diversified as recent acquisitions
   have brought additional business and data services revenue.
   Business service and consumer broadband revenues, which both
   have stable or solid growth prospects, were 71% of revenues in
   the second quarter of 2013.

The following issues are embedded in the Negative Outlook:

-- Windstream's high leverage, which is expected to moderate at
   a slower pace than previously expected;

-- Moderate pressure on EBITDA, which is hindering improvements in
   leverage. Pressure is arising primarily from declines in high-
   margin intercarrier compensation revenues and higher spending
   on enterprise sales initiatives in 2013;

-- Competition for consumer voice services.

Windstream's gross leverage for the latest 12 months (LTM) as of
June 30, 2013, excluding noncash actuarial losses on its pension
plans and other nonrecurring charges (merger and integration
charges), was 3.89x (3.85x on a net leverage basis), above the
upper end of the company's net leverage target of 3.2x-3.4x. Fitch
also believes leverage is high for the current rating category.

For 2013, Fitch estimates Windstream's gross leverage will be in
the 3.8x range. While Fitch expects debt to decline as FCF is
applied to reducing debt, an expected moderate decline in EBITDA
leads to only a slight improvement in leverage. Pressure on EBITDA
is expected to be only partially offset by known cost reductions.
A modest amount of cost savings from the PAETEC acquisition remain
to be achieved in 2013, and there will be incremental effects of a
management reorganization completed in the third quarter of 2012
that has resulted in approximately $40 million in annual cost
savings.

On June 30, 2013, Windstream's $1.25 billion revolver due December
2015 was undrawn, and $1.234 billion was available (net of letters
of credit) and the company had $93 million of cash on its balance
sheet (including $15 million of restricted cash primarily related
to broadband stimulus projects). Principal financial covenants in
Windstream's secured credit facilities require a minimum interest
coverage ratio of 2.75x and a maximum leverage ratio of 4.5x. The
dividend is limited to the sum of excess FCF and net cash equity
issuance proceeds subject to pro forma leverage of 4.5x or less.

As of June 30, 2013, debt maturities over 2013 and 2014, excluding
bank debt amortization, are $810 million in 2013, and none in
2014. The company repaid $800 million maturing on Aug. 1, 2013
with cash on hand and drawings on its revolver, leaving $10
million maturing during the remainder of 2013. Fitch expects the
company to reduce revolver borrowings as FCF is generated. Fitch
estimates FCF (after dividends) for Windstream will be in the $275
million to $325 million range in 2013. The company's guidance
calls for 2013 capital spending in the $840 million to $855
million range, down from approximately $1.1 billion in 2012
(including PAETEC integration capital spending). Capital spending
declines in 2013 as spending on fiber to the tower projects
declines and as PAETEC integration capital spending is nominal.
Cash taxes are expected to remain low in 2013 (approximately $20
million, revised down in the second quarter from a range of $37
million to $42 million previously), but rise in 2014.

RATING SENSITIVITIES

The Rating Outlook could be revised to Stable if:

-- Leverage is on a path to decline to 3.5x or below by the end
   of 2014;

-- Revenues and EBITDA stabilize or demonstrate a return to growth
   on a sustained basis by mid-2014.

A negative rating action could occur if:
-- Leverage is expected to remain above 3.5x;
-- Revenues and EBITDA continue to decline in 2014, thus
   inhibiting the pace of potential delevering.


WINDSTREAM CORP: Moody's Rates Proposed $500MM Senior Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD4-69%) rating to
Windstream Corporation's proposed $500 million senior unsecured
notes due 2021. The proceeds will be used to refinance $500
million of 7% senior unsecured notes due 2019.

On August 8, 2013, Windstream announced that it was exploring the
option of creating a newly formed holding company at the top of
its corporate structure. The existing rated issuer, Windstream
Corp., will become a wholly owned subsidiary of the holding
company with existing debt remaining at Windstream Corp.

Moody's does not expect Windstream's ratings to change due to the
proposed transaction under the assumption that over the near term
Windstream does not plan to issue debt at the holding company
level and that there is no significant deterioration in the
company's operating or financial performance or its key credit
metrics.

The creation of Holdco could give the company flexibility to issue
debt at Holdco which would be structurally subordinated to
existing debt at Windstream. However, the existing ratings will
not accommodate any material increase in gross debt for Windstream
as a whole. Also, any change to the composition of debt in the
capital structure, even if the net debt outstanding remains
unchanged, could result in a change to the priority of claims and
impact Windstream's existing ratings. Any debt issued solely for
the purpose of refinancing existing debt on a like-for-like basis
which does not result in a material change to the capital
structure would not impact Windstream's ratings.

Moody's has taken the following rating actions:

Issuer: Windstream Corporation

Assignments:

  $500 million Senior Unsecured Notes due 2021, Assigned B1
  (LGD4-69%)

Ratings Rationale:

Windstream's Ba3 rating reflects its scale as a national wireline
operator with a stable, predictable base of recurring revenues,
offset by high leverage and weak after-dividend free cash flow.
The rating includes Moody's view that Windstream's leverage will
remain above 4x Debt to EBITDA (Moody's Adjusted) for the next
several years. The company is fully committed to its high dividend
payout, which consumes the majority of its discretionary cash
flow. Moody's believes that the high dividend has prevented
Windstream from reducing leverage and is a factor in the company's
decision to reduce capital spending.

Windstream Corporation, Inc. is a pure-play wireline operator
headquartered in Little Rock, AR. The company was formed by a
merger of Alltel Corporation's wireline operations and Valor
Communications Group in July 2006. Windstream has continued to
grow through acquisitions and, following the acquisition of PAETEC
Holding Corp. in 2011, Windstream provides services in 48 states.

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


WINDSTREAM CORP: S&P Retains 'B' Sr. Notes Rating After Tack-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level rating
and '6' recovery rating on telecommunications service provider
Windstream Corp.'s senior notes remain unchanged following the
proposed tack-on to the company's $500 million 7.75% senior notes
due 2021 to be issued under rule 144A with registration rights.
The '6' recovery rating indicates S&P's expectation for negligible
(0% to 10%) recovery in the event of payment default.  The company
plans to use the proceeds to tender for the $500 million
outstanding of 7% senior notes due 2019.

"Our 'BB-' corporate credit rating on Little Rock, Ark.-based
Windstream and stable outlook are not affected by the transaction.
We expect Windstream's debt to EBITDA to remain in the low-4x area
over the next couple of years, and our "aggressive" financial risk
assessment incorporates the company's shareholder-oriented
financial policy with a substantial common dividend, which limits
potential debt reduction.  We consider Windsteam's business risk
profile "fair," based on its solid position as a provider of local
and long-distance service in less-competitive rural markets,
modest growth from data services, and healthy EBITDA margins.
These factors are at least partially overshadowed by industry-wide
competitive pressures from wireless substitution and cable
telephony.  We expect these industry-wide pressures to continue to
hurt Windstream's overall operating and financial performance,
despite modest growth in business services," S&P said.

RATINGS LIST

Windstream Corp.
Corporate Credit Rating                        BB-/Stable/--
Senior Notes Due 2021                          B
   Recovery Rating                              6


WORLD IMPORTS: Can Access Banks' Cash Collateral Until Aug. 23
--------------------------------------------------------------
On Aug. 2, 2013, the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania entered an a third interim order
authorizing World Import, Ltd., et al., to use cash collateral of
PNC Bank, National Association, and PNC Equipment Finance, LLC,
until the earlier of (a) 5:00 p.m. on Aug. 23, 2013 or (b) the
date upon which an Event of Default occur, solely to pay Approved
Expenses in the Budget.

A copy of the third interim cash collateral order is available at:

        http://bankrupt.com/misc/worldimports.doc69.pdf

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of $10
million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.


WYLDFIRE ENERGY: Trustee Can Employ Lain Faulkner as Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Chapter 11 Trustee Michael Arthur McConnell to employ
Lain Faulkmer & Co., P.C. as his accountant.

As reported in the TCR on June 4, the firm will, among other
things, provide these services:

  (i) assisting the Trustee in gathering the Debtor's financial
      information and analyzing the Debtor's financial position,
      assets and liabilities;

(ii) advising and assisting the Trustee in connection with any
      potential sales of  assets; and

(iii) assisting the Trustee in examining the Debtor's schedules
      and proofs of claim to determine whether any claims are
      objectionable or otherwise improper.

As part of its retention, Lain Faulkner will complete its analysis
of accounts between the Debtor and Carlton Scott Riggs commenced
during its prior retention by the Debtor and prepetition at the
request of Tim and Tamara Ford.  The Trustee believes that
completion of the analysis is necessary for the Trustee's
evaluation of claims against the estate.

Compensation to the accountants will be based on these steps:

Step 1: Testing of lease transactions (estimated fees $15,000-
        $20,000);

Step 2: Testing of overhead costs and expenses and lease
        allocations (estimated fees $5,000-$10,000); and,

Step 3: Prepare written report including reconciliation with Hanke
        report (estimated fees $15,000-$20,000).

The firm's hourly rates are:

         Professional                                  Rates
         ------------                                  -----
      Stephen H. Thomas, Shareholder                  $390.00
      Brian Crisp, Certified Public Accountant        $340.00

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls, Texas, on June 20, 2012.  Tamara Ford, a 100%
stockholder, signed the Chapter 11 petition.  Judge Harlin DeWayne
Hale oversees the case.  Ronald L. Yandell, Esq., serves as the
Debtor's counsel.  Lawyers at Kelly, Hart & Hallman, represent
Chapter 11 Trustee Michael Arthur McConnell as counsel.


US AIRWAYS: Moody's Mulls Ratings Upgrade Pending AMR Merger
------------------------------------------------------------
Moody's Investors Service has placed the B3 Corporate Family
Rating, B3-PD Probability of Default Rating, and all of its other
long-term debt and enhanced equipment trust ratings assigned to US
Airways Group, Inc. ("Parent") or to US Airways, Inc. (together,
"US Airways") on review for upgrade in anticipation of it
completing the planned merger with AMR Corporation (Debtor-in-
Possession) ("AMR", unrated).

The companies had announced on February 14, 2013 their intent to
merge, subject to required approvals from various stakeholders
including AMR's creditors, US Airways' shareholders and US and
European regulators and the confirmation by the Bankruptcy Court
of AMR's Plan of Reorganization. Moody's also affirmed the SGL-3
Speculative Grade Liquidity Rating. The confirmation of AMR's plan
of reorganization and the approval of the merger by the US
Department of Justice are the remaining milestones for AMR to exit
bankruptcy and the companies to execute the merger. With the
confirmation hearing scheduled for August 15, 2013, Moody's
believes the merger is likely to close within the next few months.

Ratings Rationale:

At about $40 billion, the consolidated annual revenue of the new
holding company, to be called American Airlines Group, Inc. will
leap-frog that of United Continental Holdings, Inc. (B2, stable),
making AAG the largest passenger airline in the world, measured by
annual revenues. "We believe that the credit profile of AAG will
be indicative of at least the B2 rating category following the
merger" said Moody's Senior Credit Officer, Jonathan Root.
"Placing US Airways' ratings on review follows the leadership in
airline operating performance that the company has demonstrated in
recent quarters and will consider the potential credit benefits of
combining with a cost-competitive AMR following that company's
reorganization during its stay in Chapter 11," continued Root.
Moody's anticipates that the larger company will have a favorable
competitive position, good operating and financial flexibility and
sizeable liquidity.

The review will assess the prospect of a successful execution of
the multi-year integration plan, the requirements of the US DOT
for its approval of the transaction and Moody's estimates of the
ability of the combined operations to grow free cash flow to help
reduce what will be an estimated opening-day adjusted debt balance
of about $40 billion as well as mitigate what could be upwards
pressure on debt from the very large order book for new aircraft.
Moody's will also consider the company's financial policies
including potential uses of the estimated $10 billion of
unrestricted cash management will have at its disposal and the
probability of achieving the previously communicated combined run-
rate synergies approximating $1.2 billion, mostly from increased
revenues, and the effect thereon of increased labor costs or
changed assumptions.

The review of the ratings assigned to the company's EETCs will
consider Moody's estimates of the over-collateralization of each
financing as well as the longer-term plans for the combined fleet,
notwithstanding that such plans might not crystallize until after
receipt of a single operating certificate from the US Federal
Aviation Administration, which can take up to between 18 and 24
months. Moody's will also consider AAG's legal entity and debt
structures. The relative priorities of claim and the guarantors,
where applicable, of the debt obligations that comprise the post-
merger capital structure will be identified in order to assess the
degree, if any, of structural subordination or support that might
exist.

On Review for Upgrade:

Issuer: US Airways Group, Inc.

Probability of Default Rating, Placed on Review for Upgrade,
currently B3-PD

Corporate Family Rating, Placed on Review for Upgrade, currently
B3

Multiple Seniority Shelf May 24, 2015, Placed on Review for
Upgrade, currently (P)Caa2

Senior Unsecured Regular Bond/Debenture Jun 1, 2018, Placed on
Review for Upgrade, currently Caa2

Issuer: Hillsborough County Aviation Authority, FL

Senior Secured Revenue Bonds Jan 15, 2022, Placed on Review for
Upgrade, currently Caa2

Issuer: Indianapolis Airport Authority, IN

Revenue Bonds Jul 1, 2019, Placed on Review for Upgrade, currently
Caa2

Issuer: Massachusetts Port Authority

Senior Unsecured Revenue Bonds Sep 1, 2013 through Sep 1, 2021,
Placed on Review for Upgrade, currently Baa1

Issuer: Pennsylvania Economic Dev. Fin. Auth.

Senior Unsecured Revenue Bonds, Placed on Review for Upgrade,
currently Caa2

Issuer: Phoenix Industrial Development Authority, AZ

Senior Unsecured Revenue Bonds Apr 1, 2023 and Jun 1, 2019, Placed
on Review for Upgrade, currently Caa2

Issuer: Port Authority of New York and New Jersey

Revenue Bonds Dec 1, 2015, Placed on Review for Upgrade, currently
B3

Issuer: US Airways, Inc.

Senior Secured Bank Credit Facility Nov 23, 2016 and May 23, 2019,
Placed on Review for Upgrade, currently B2

Senior Secured Enhanced Equipment Trust Sep 20, 2023, Placed on
Review for Upgrade, currently B2

Senior Secured Enhanced Equipment Trust, Class A, through May 15,
2027, Placed on Review for Upgrade, currently Ba1

Senior Secured Enhanced Equipment Trust, Class G, through Sep 20,
2022, Placed on Review for Upgrade, currently range of Ba2 to Ba3

Senior Secured Enhanced Equipment Trust, Class B, through May 15,
2023, Placed on Review for Upgrade, currently range of Ba3 to B1

Senior Secured Enhanced Equipment Trust, Class C, through Sep 20,
2023, Placed on Review for Upgrade, currently range of B2 to B3

Issuer: America West Airlines, Inc.

Senior Secured Enhanced Equipment Trust, Class A, Jan 2, 2017,
Placed on Review for Possible Upgrade, currently Ba3

Senior Secured Enhanced Equipment Trust, Class B, Jan 2, 2017,
Placed on Review for Possible Upgrade, currently B3

Senior Secured Enhanced Equipment Trust, Class G, through Apr 2,
2021, Placed on Review for Possible Upgrade, currently B1

Affirmations:

Speculative Grade Liquidity Rating, Affirmed at SGL-3

Outlook Actions:

Issuer: US Airways Group, Inc.

Outlook, Changed To Rating Under Review From Stable

Issuer: US Airways, Inc.

Outlook, Changed To Rating Under Review From Stable

Issuer: America West Airlines, Inc.

Outlook, Changed To Rating Under Review From Stable

The principal methodology used in this rating was the Global
Passenger Airlines Industry Methodology published in May 2012 and
the Enhanced Equipment Trust And Equipment Trust Certificates
Methodology Published in December 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

US Airways, along with US Airways Shuttle and US Airways Express,
operates nearly 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Mexico, Europe, the Middle East,
the Caribbean, Central and South America.

American Airlines, headquartered in Fort Worth, Texas, serves more
than 260 airports in more than 50 countries and territories.
American's fleet of nearly 900 aircraft flies more than 3,500
daily flights worldwide from hubs in Chicago, Dallas/Fort Worth,
Los Angeles, Miami and New York.


* Moody's Says Rising Interest Rates Fail to Improve Q2 CDS
-----------------------------------------------------------
Movements in the CDS-implied ratings gap for US life insurers have
moderately correlated with changes in the 10-year Treasury rate,
but this relationship has weakened in recent quarters despite
rising US interest rates, says Moody's Investors Service in its
latest special comment "Q2 2013 CDS Insurance Spreads: U.S.
Interest Rates and Italy's Generali in Focus."

The report updates the performance of Moody's Global Insurance CDS
Index (Index) during the second quarter of 2013, examines the
relationship between 10-year Treasury rates and the CDS-implied
gap of US life insurers, and highlights the CDS spread movement
for Generali.

"The historical relationship is roughly one notch of improvement
in the CDS-implied ratings gap for 100 basis points rise in
interest rates," said Moody's Senior Vice President Scott
Robinson. "But this relationship has been weaker as the amount of
expected improvement in the ratings gap based on the recent rise
in rates has yet to materialize."

The US 10-year Treasury moved up by 62 basis points (bps) to 2.49%
as of June 27, from 1.8% at the end of the first quarter 2013.
However, this 62 bps rise was not accompanied by the expected
improvement in the ratings gap, but rather a 0.1 notch
deterioration.

This is likely because investors are not ready to give US life
insurers full benefit for expected improvements in their credit
profiles, given ongoing uncertainty over interest rate movement
and the economy, says Moody's.

Regarding the performance of Moody's Index, the rating agency
noted that the negative trend for US life and property-casualty
(P&C) insurers is reflected in the modest drop in performance by
the Index, but is slightly offset by improvement for European
insurers and global reinsurers. US P&C insurance continues to be
the only sector in the Index with a positive CDS-implied ratings
gap (positive 1.6 notches), meaning that the median CDS-implied
rating for the sector is higher than the comparable Moody's
rating.

The report also highlights movements in Generali's CDS spreads,
which appear to be correlated with movements in Italian banking
spreads. Following the turmoil in Cyprus at the beginning of the
year, the market normalized toward the end of Q2 as Generali CDS
spreads narrowed to a level below that of the Italian sovereign.


* Junk-Bond Defaults Remain at Historically Low Levels
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the junk-bond default rate continued bouncing along
in a cyclical trough during July, within the same range as the
past two years.

Worldwide, there were four defaults in July on corporate bonds
rated by Moody's Investors Service. The global junk default rate
ended July at 2.9 percent, up from 2.8 percent when June ended.

In the U.S., the junk default rate was 2.8 percent, down 0.1
percent from the month before. Last year at this time, the default
rate in the U.S. was 3.4 percent, Moody's said in an Aug. 8 report
regarding what it called "historically low" defaults.

Among the 43 defaults so far this year, 24 were in the U.S.,
Moody's said. Since early 2011, the default rate has ranged
between 2 percent and 3 percent, according to Moody's.

Moody's is predicting that the global junk default rate will end
this year at 3 percent, before falling to 2.5 percent in July
2014.  By dollar amount, the default rate in the U.S. was
unchanged in July at 1.5 percent.


* Unrecorded Mortgage Beats Out Federal Tax Lien in Baltimore
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in opinion with facts suitable for a law school final
examination, a mortgage was held to have priority over a federal
tax lien even though the mortgage wasn't recorded until after the
tax lien was filed.  U.S. District Judge Ellen Lipton Hollander in
Baltimore wrote a 15-page opinion running counter to the general
principle that the first lien on file takes precedence.

The report recounts that a borrower signed a mortgage on Jan. 4
after receiving a $1 million loan.  The Internal Revenue Service
filed a tax lien on Jan. 10, while the mortgage wasn't recorded
until February.  The owner went bankrupt and the property was
sold. Proceeds were held in escrow pending determination of
whether the IRS or the lender came first. The lender won in
bankruptcy court and Judge Hollander affirmed.

According to the report, the judge quoted Section 6323 of the IRS
Code as incorporating Maryland law to decide the effective date of
the lender's mortgage.  Judge Hollander quoted Maryland law as
providing that a security interest, when recorded, "takes effect
from its effective date." She then ruled that the security
interest was created when the mortgage was signed and the loan was
advanced.  So, the IRS lost.

The case is U.S. v. Susquehanna Bank (In re Restivo Auto Body
Inc.), 12-cv-03597, U.S. District Court, District of
Maryland (Baltimore).

Restivo Auto Body, Inc., filed a Chapter 11 petition (Bankr. D.
Md. Case No. 11-18718) on April 27, 2011 in Baltimore.  Edward M.
Miller, Esq., at Miller And Miller, LLP, in Westminster, Maryland,
serves as counsel.  The Debtor estimated assets and debts of
$1 million to $10 million.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

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.
      20th 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., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, 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 2013.  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 $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***