TCR_Public/110707.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, July 7, 2011, Vol. 15, No. 186

                            Headlines

1031 TAX: Silicon Valley Law Group Fights Class Certification
94TH AND SHEA: Plan Exclusivity Extended to Sept. 27
ADVANTAGE MOTORSPORTS: Files for Chapter 7 Bankruptcy Protection
ALLEN CAPITAL: Exclusive Solicitation Period Extended to Sept. 24
ALLEN CAPITAL: Two Objections to Reorganization Plan Resolved

ALLEN CAPITAL: Plan Treatment of Creditor Claims Set for Mediation
ALLEN FAMILY: Taps FTI Consulting as Chief Restructuring Officer
ALLEN FAMILY: Meeting of Creditors Scheduled for July 13
AMBAC FINANCIAL: Files Plan of Reorganization
AMBAC FINANCIAL: Taps Lathrop & Clark as Special Counsel

AMERICAN APPAREL: Two Directors Resign, Not "Forced Out"
AMT LLC: Court Approves J. Steven Ford to Handle Bankruptcy Case
BANNING LEWIS: Ultra Petroleum's $26-Mil. Win Auction for Land
BBB ACQUISITION: Withdraws Chapter 11 Plan After Trust Objection
BERKLINE/BENCHCRAFT: Ashley's $850,000 to Open Auction for IP

BERNARD L MADOFF: District Judge to Decide on Fraud Probe
BLOCKBUSTER INC: U.S. Trustee Hopes to Block Worker's Bonus
BOISE, IDAHO: Judge to Decide on Bankruptcy Allegation
BORDERS GROUP: Proposes Mortgage Corp. as Broker
BOZEL SA: Court OKs Expanded Scope of BDO's Retention

CARBON RESOURCES: Taps Philip Montoya and Daniel Behles Co-Counsel
CB HOLDING: Former CEO D'Anton to Pay Restitution
CENTENNIAL PARK: Case Summary & 12 Largest Unsecured Creditors
CENTER COURT: Monteito Bank Opposes Motion to Use Cash Collateral
CENTER COURT: Files Plan Outline; Montecito to Receive 87% Payout

CHEMTURA CORP: Rejects $13-Mil. Payout for La. Superfund Cleanup
CLEAN BURN: Judge Says Ethanol Plant Can Be Foreclosed
CNOSSEN DAIRY: Wells Fargo Objects to Amended Plan Confirmation
CONSUMER PORTFOLIO: Receives Deficiency Notice From NASDAQ
CONVERTING SOLUTIONS: Voluntary Chapter 11 Case Summary

COSIMO LLC: U.S. Trustee Unable to Form Committee
COSIMO LLC: Files Schedules of Assets & Liabilities
CRYSTAL CATHEDRAL: Has Alternative Offer from Chapman University
DELTA AIR: Delta, Virgin Welcome Final DOT Nod of Alliance
DELTA AIR: Plans to Cut Seats on Trans-Atlantic Routes

DELTA AIR: Gives Governor Perks After Signing Tax Break Law
DULCES ARBOR: Court Approves E.P. Bud as Bankruptcy Counsel
DULCES ARBOR: Judge Mott Recuses Self From Hearing Case
DULCES ARBOR: Sec. 341 Creditors Meeting Set for Aug. 11
EASTMAN KODAK: Default Swaps Flashing 74% Default Probability

FALLS AT TOWNE: Case Summary & 20 Largest Unsecured Creditors
FIDDLER'S CREEK: Got Access to $5.3-Mil. of Gulf Bay Collateral
FKF MADISON: Competitor Challenges HFZ's Bid for Firm
FOREVER CONSTRUCTION: Files Disclosure Statement and Plan
FOREVER CONSTRUCTION: Plan Exclusivity Extended to Aug. 19

FPD LLC: Court OKs Taylor Properties as Exclusive Listing Agent
FRANK PARSONS: Court OKs American Auction as Appraiser
FRANK'S AFFORDABLE: Files for Chapter 7 Bankruptcy Protection
GAS CITY: Parent to Sell Vacant Land in Indiana and Illinois
GAS CITY: Standard Bank Seeks Execution of McEnery Deeds

GENERAL MOTORS: Three Former Facilities Sold in Ohio and Michigan
GENEVA MULTI-FAMILY: Mansfield Apartment Project Files Chapter 11
GENEVA MULTI-FAMILY: Case Summary & 20 Largest Unsecured Creditors
GIORDANO'S ENTERPRISES: Arizona Activist Arrested
GOLDEN CHAIN: Stephen Cummings Okayed as Attys. for Nevada Assets

HAWAII MEDICAL: U.S. Trustee Names 5-Member Creditors' Panel
HAWAII MEDICAL: Sec. 341 Creditors' Meeting Set for July 25
HAWAII MEDICAL: Local Co-counsel Waives $28,313 in Unpaid Fees
HOSPITAL DAMAS: Court Approves Settlement with Puerto Hospital
JACKSON ENERGY: Files for Chapter 7 Bankruptcy Protection

JACKSON HEWITT: Texas Tax Men Object to Chapter 11 Plan
LEHMAN BROTHERS: Has Stipulations Resolving License Deals Disputes
LEHMAN BROTHERS: Court OKs $25.6-Mil. Payment to Sumitomo
LEHMAN BROTHERS: Court OKs SunCal Use of Cash Collateral
LEHMAN BROTHERS: Verifone Note Hedge Deal Rejection Okayed

LENOX CONDOMONIUM: Court Dismisses Chapter 11 Case
LEVEL 3: Offers to Exchange $605.21-Mil. of 11.875% Senior Notes
LIFEPOINT HOSPITALS: Fitch Raises Issuer Default Rating to 'BB'
LINDEN PONDS: Lender Says Mediation Could Resolve Dispute
LOS ANGELES DODGERS: Seeks Depositions From MLB Officers

MA BB OWEN: Files Ch. 11 Plan; Hillcrest Points to "Flaws"
MADISON HOTEL: Can Hire Backenroth Frankel as Bankruptcy Counsel
MV COMMUNICATIONS: Files for Chapter 7 Bankruptcy Protection
NATIONAL ENVELOPE: Wants Plan Exclusivity Until Oct. 5
NEBRASKA BOOK: Kurtzman Carson OK'd as Claims and Noticing Agent

NO FEAR: Court Okays Employment of Jones Day as Special IP Counsel
NO FEAR: Committee Shares Plan Exclusivity With Debtor
NO FEAR: Seeks to Sell Retail & IP Assets, Auction Set for July 19
NORTEL NETWORKS: Courts Taps Judge Winkler as Sole Mediator
NORTEL NETWORKS: Bonds Surge After Patent Sale

NORTHERN BERKSHIRE: Meeting of Creditors Scheduled for July 22
NORTHERN BERKSHIRE: GCG Approved as Claims and Noticing Agent
NORTHERN BERKSHIRE: Committee Taps Duane Morris as Counsel
NORTHERN BERKSHIRE: Files Schedules of Assets and Liabilities
OCEAN PLACE: Plan Filing Exclusivity Extended Until Oct. 13

OUTSOURCE HOLDINGS: MidSouth Bancorp OK'd to Buy Jefferson Bank
OWENS CORNING: PI Trust Sells 7MM Shares to JPMorgan, et al.
PACESETTER FABRICS: Bank Requires Sale of Obsolete Inventory
PACESETTER FABRICS: Sec. 341 Creditors' Meeting on July 18
PACIFIC LUMBER: 5th Circuit Nears Decision on Plan Rehearing

PALMDALE HILLS: Lehman Judge OKs SunCal Use of Cash Collateral
PEGASUS RURAL: Meeting of Creditors Scheduled for July 20
PERIAMA HOLDINGS: Fitch Assigns 'B' Issuer Default Rating
PIONEER NATURAL: Fitch Affirms Issuer Default Rating at 'BB+'
PJ FINANCE: Asks for Nov. 15 Plan Filing Extension

PRESIDENTIAL REALTY: Receives Delisting Notice From NYSE AMEX
QUINCY MEDICAL: To Sell Hospital to Steward via Chapter 11
ROBERTS LAND: Decker Law Firm OK'd to Handle Reorganization Case
ROUND TABLE: Asks for Independent Evaluation of Plan
SAINT VINCENTS: Settles Contract Claim for $1.2 Million

SANTA ROSA BAY: Fitch Downgrades Revenue Bonds to 'D'
SIGNATURE STYLES: U.S. Trustee, Committee Oppose Sale Terms
SMOKY MOUNTAIN: Keith L. Edmiston OK'd as Bankruptcy Counsel
SMOKY MOUNTAIN: Files Schedules of Assets and Liabilities
TERRESTAR NETWORKS: Loral Files Lone Major Objection to Sale

TRIBUNE CO: Proposes Ernst & Young as Auditor
TRIBUNE CO: Revives Talks to Buy Orange County Register
TRIBUNE CO: Restructures Media Services Business
ULTIMATE ESCAPES: Files Liquidating Plan; Capital Source Paid 100%
UNIVERSAL ORLANDO: Fitch Places 'BB+' IDR on Watch Positive

WASHINGTON MUTUAL: Litigation Tracking Warrants Seek Own Committee
WASHINGTON MUTUAL: Objects to Dime LTW Holders Shorten Notice
WATER STREET: Wants to Access Financing From DeRogatis

* Electing to Pay Auto Lease Isn't Assumption of Lease

* Liquidity Stress on Junk Companies Improved in June

* Chambers Ranks Dorsey Anchorage Attorneys Among the Best
* Jonathan Steeler Named to Executive Committee at Ryley Carlock
* Mintz Levin Attorney Named One of 2011 Attorneys Who Matter

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


1031 TAX: Silicon Valley Law Group Fights Class Certification
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Silicon Valley Law
Group on Tuesday asked a California federal judge to deny class
certification in a suit alleging that it aided and abetted
convicted Ponzi schemer Edward H. Okun as he bankrupted exchange
fund The 1031 Tax Group LLC.

According to Law360, the plaintiffs said the firm and a slew of
other defendants, including Citibank NA and Bank of America Corp.,
turned a blind eye to Okun's practice of unlawfully borrowing from
1031 tax funds in exchange for fees and commissions they received.

                       About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.
131 Tax Group had total assets of $164.23 million and total
liabilities as of Sept. 30, 2007.

The Company and 15 of its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 07-11448) on May 14, 2007.
Gerard A. McHale, Jr., was appointed Chapter 11 trustee.  Jonathan
L. Flaxer, Esq., and David J. Eisenman, Esq., at Golenbock Eiseman
Assor Bell & Peskoe LLP, represent the Chapter 11 trustee.
Kurtzman Carson Consultants LLC acts as claims and notice agent.
Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq., and Allen G.
Kadish, Esq., at Greenberg Traurig, LLP, represent the Official
Committee of Unsecured Creditors.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud and other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


94TH AND SHEA: Plan Exclusivity Extended to Sept. 27
-----------------------------------------------------
Judge Sarah Sharer Curley of the U.S. Bankruptcy Court for the
District of Arizona has extended 94th and Shea, L.L.C.'s exclusive
period within which to obtain acceptances of its amended plan of
reorganization to Sept. 27, 2011.

John J. Hebert, Esq., at Polsinelli Shughart PC, in Phoenix,
Arizona, tells the Court that if another party is allowed to file
a competing plan, particularly a liquidating plan, JPMCC 2007-
CIBC19 Shea Boulevard, LLC (a secured lender owed $21,000,000)
will have little incentive to engage in the "consensual
development" of a reorganization plan, Debtor will lose its
leverage to negotiate a consensual plan, and the Congressionally
recognized purpose for the grant of exclusivity, specifically, and
the goal of Chapter 11, generally, will be lost.

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.  It also owns
approximately 3.5 acres of adjacent land, which the Debtor
describes as the "Outparcel."  The members are 9400 Shea
Investors, LLC, the Goodhue Family Partnership, LLLP, and the
Rosso Family Partnership, LLLP.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli
Shughart, P.C., serve as counsel to the Debtor.  The Debtor
disclosed $123,588 plus unknown amount in assets and $22,870,408
in liabilities as of the Chapter 11 filing.


ADVANTAGE MOTORSPORTS: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------------------
New Hampshire Business Review notes that Advantage Motorsports LLC
dba A-1 Saw & Outdoor Power Equipment filed for Chapter 7
bankruptcy in New Hampshire, estimating assets of less than
$50,000, and liabilities between $100,000 and $500,000.


ALLEN CAPITAL: Exclusive Solicitation Period Extended to Sept. 24
-----------------------------------------------------------------
Allen Capital Partners LLC and DLH Master Land Holding LLC, has
obtained an order from the U.S. Bankruptcy Court for the Northern
District of Texas extending the exclusive period for the Debtors
to solicit acceptances of a plan until September 24, 2011.

The confirmation hearing on the Debtors' Amended Fifth Joint Plan
of Reorganization was scheduled to commence on June 21, 2011.
However, at that hearing, counsel for the Debtors announced that
negotiations over certain objections to the Plan were still
ongoing and therefore a continuance of the confirmation hearing
was necessary.  The Court commenced the confirmation hearing on
June 21, 2011, and recessed hearing on confirmation of the Plan
until Aug. 28, 2011, or such earlier date as the Court may make
available.

Mark MacDonald, Esq., at MacDonald + MacDonald, P.C., states
that further extension of the plan exclusivity period is warranted
because the Debtors' continue to negotiate in good faith with
those creditors currently opposed to the Plan and believe an
amicable resolution with those creditors is still feasible if
giving more time.  Moreover, the Official Committee of Unsecured
Creditors is in favor of further extending the Debtors'
exclusivity period.  Finally, the extension request is not
unreasonable or unfair to other parties who desire to submit their
own plans because the confirmation hearing on Debtor' Amended
Fifth Joint Plan has commenced, and has been recessed until
Aug. 28, 2011, or such earlier date as the Court may make
available, yet Debtors are only seeking to further extend the plan
exclusivity period until Sept. 24, 2011.

                        About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.


ALLEN CAPITAL: Two Objections to Reorganization Plan Resolved
-------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas has dismissed the objection of Coffman
Investment, L.P., to the confirmation of DLH Master Land Holding,
LLC's Fifth Amended Plan Joint of Reorganization.

Judge Hale rules that the Coffman parties, having previously been
granted relief from the automatic stay and the right to pursue
their state law remedies against their collateral, are unimpaired
with respect to their secured claim against the Debtor DLH Master
Land Holding, LLC, and therefore lack standing to object to the
confirmation of the Debtors' Amended Fifth Joint Plan of
Reorganization.

SouthPort Properties, L.P., has also withdrawn its objections to
The Debtor's plan of reorganization and released any deficiency
Claim against the Debtor arising from the Foreclosure Sales.

SouthPort and the Debtor desire to settle their disputes and avoid
the expense and uncertainties of additional litigation and
contested hearings.

SouthPort foreclosed and purchased its collateral at two
foreclosure sales on May 3, 2011, pursuant to a lift stay order
issued by the Bankruptcy Court.  SouthPort's aggregate bid price
for the Foreclosure Sales was less than the total debt owed.

SouthPort asserts that the SouthPort Note is a recourse note and
it is entitled to a deficiency claim. The Debtor disputes that
SouthPort is entitled to any deficiency claim.

                     About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.


ALLEN CAPITAL: Plan Treatment of Creditor Claims Set for Mediation
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, directed Allen Capital Partners, LLC, and DLH
Master Land Holding, LLC, the Official Committee of Unsecured
Creditors and the Pool 2 and Pool 4 Creditors to submit to
mediation before Judge D. Michael Lynn on or before August 5,
2011, to reach a compromise over the treatment of the Pool 2 and
Pool 4 Creditors under the Plan.

Following the completion of the mediation among the Debtors, the
Committee and the Pool 2 and Pool 4 Creditors, but in no event
later than July 31, 2011, the Debtors, the Committee and BBVA
Compass Bank must mediate in good faith before Judge Lynn to reach
a compromise over the treatment of Compass under the Plan.

According to the Debtors' counsel, Mark MacDonald, Esq., at
MacDonald + MacDonald, P.C., in Dallas, Texas --
mark@macdonaldlaw.com -- a key element of a relatively consensual
confirmation of Debtors' Fifth Amended Plan of Reorganization
would be enhanced by a satisfactory compromise being reached among
Debtors, the Committee, the numerous Pool 2 and Pool 4 Creditors
represented by Robert Yaquinto, and Compass Bank, represented by
Ken Stohner.  The Debtors and the Committee propose that mediation
be ordered separately first with the Pool 2 and Pool 4 Creditors
and then Compass Bank over a two day period concerning the
acceptable terms of treatment of those Creditors under a Plan of
Reorganization.

                     About Allen Capital

Allen Capital Partners LLC and subsidiary DLH Master Land Holding
LLC, are the developers of Dallas Logistics Hub, a 6,000-acre
multimodal logistics park 12 miles (19 kilometers) from downtown
Dallas.

Allen Capital Partners, LLC, dba The Allen Group, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-
30562) on Jan. 25, 2010.  Mark MacDonald, Esq., at MacDonald +
MacDonald, P.C., represents the Debtor.  Lain, Faulkner & Co. is
the Debtor's financial advisor.  The Company disclosed
$220,325,201 in assets and $160,622,236 in liabilities as of the
Chapter 11 filing.

The Debtor's affiliate -- DLH Master Land Holding, LLC, dba The
Allen Group -- filed a separate Chapter 11 bankruptcy petition.

Another affiliate, Visalia, California-based Richard S. Allen,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Texas Case No. 10-33211) on May 3, 2010.  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, represents the Debtor.  The Company
disclosed $76,158,469 in assets and $53,728,982 in liabilities as
of the petition date.


ALLEN FAMILY: Taps FTI Consulting as Chief Restructuring Officer
----------------------------------------------------------------
Allen Family Foods, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ FTI
Consulting, Inc., as their chief restructuring officer.

The Debtor set a July 15 hearing on their request to employ FTI.

FTI will, among other things:

   -- assist in the development and implementation of cash
      management strategies, tactics and processes;

   -- work with the management to further identify and implement
      both short-term and long-term value maximizing and liquidity
      generating initiatives; and

   -- assist management in the publication of a rolling 13 week
      cash flow model which is updated with the actual results for
      the most recent week compared to the plan.

The Debtor relates that FTI fees will be billed on an hourly
blended rate of $475.

FTI received these amounts as retainer (i) $50,000 on June 6, and
(ii) $100,000 on June 7.  FTI applied $89,919 of outstanding
prepetition fees and expenses to the cash on account.  At present,
there is $61,070 remaining cash on account.

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

                     About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.

Allen Family Foods, along with two affiliates, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-11764) on
June 9, 2011.  It estimated assets and liabilities between
$50 million and $100 million in its petition.  Affiliates that
filed separate Chapter 11 petitions are Allen's Hatchery Inc. and
JCR Enterprises Inc.

BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Lowenstein Sandler PC and Womble Carlyle Sandridge & Rice, PLLC,
serve as counsel for the official committee of unsecured
creditors.  J.H. Cohn LLP serves as the Committee's financial
advisor.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.


ALLEN FAMILY: Meeting of Creditors Scheduled for July 13
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Allen Family Foods, Inc., et al.'s Chapter 11 case on July 13,
2011, at 11:00 a.m.  The meeting will be held at the J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112, Wilmington,
Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                     About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.

Allen Family Foods, along with two affiliates, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-11764) on
June 9, 2011.  It estimated assets and liabilities between
$50 million and $100 million in its petition.  Affiliates that
filed separate Chapter 11 petitions are Allen's Hatchery Inc. and
JCR Enterprises Inc.

BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Lowenstein Sandler PC and Womble Carlyle Sandridge & Rice, PLLC,
serve as counsel for the official committee of unsecured
creditors.  J.H. Cohn LLP serves as the Committee's financial
advisor.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.


AMBAC FINANCIAL: Files Plan of Reorganization
---------------------------------------------
Ambac Financial Group, Inc. had filed a plan of reorganization in
the United States Bankruptcy Court for the Southern District of
New York.  A copy of the plan of reorganization can be obtained at
http://www.kccllc.net/ambacunder the heading "Court Documents."

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMBAC FINANCIAL: Taps Lathrop & Clark as Special Counsel
--------------------------------------------------------
BankruptcyData.com reports that Ambac Financial Group filed with
the U.S. Bankruptcy Court a motion to hire Lathrop & Clark
(Contact: Kenneth B. Axe) as special counsel at these hourly
rates: partner and counsel at $120 to $360, associate at $170 to
$285 and paraprofessional at $50 to $175.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMERICAN APPAREL: Two Directors Resign, Not "Forced Out"
--------------------------------------------------------
Andrea Chang at The Los Angeles Times reports that American
Apparel Inc. Chief Executive Dov Charney said two board members
have resigned.  The move was expected after the Los Angeles
clothing maker reported last week that it had appointed two new
board members, one of them effective immediately, the other
effective "upon a future board vacancy."

Mr. Charney denied speculation that the two outgoing directors,
Mark Samson and Mark Thornton, had been forced out because they
disagreed with the Company's decision not to file for Chapter 11
bankruptcy protection in the spring during a liquidity crisis.

Mr. Charney has repeatedly disputed talk of bankruptcy, and did so
again Tuesday, saying, "It would have never happened."  He said
the Company's recent financial troubles stemmed mainly from two
external issues: higher cotton prices and a labor shortage due to
the forced layoffs of hundreds of workers last year after an
immigration investigation.

American Apparel received a $15-million lifeline in the spring
from a group of Canadian investors, and Mr. Charney hinted that
the company might be looking for additional financing.

Mr. Charney said that an additional $6 million to $8 million would
help stabilize the business and that $10 million on top of that
amount would help the company open new stores.  Mr. Charney has
been especially interested in increasing the Company's presence in
Asia.

The LA Times notes the two newest directors are David Danziger, a
chartered accountant and partner at MSCM, an audit and accounting
firm in Toronto, and Marvin Igelman, most recently a director and
chief strategy officer at Poynt Corp., a Canadian company that
offers mobile location-based search services.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of Sept. 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.

The Company's balance sheet at March 31, 2011, showed
$333.95 million in total assets, $283.12 million in total
liabilities, and $50.83 million in total stockholders' equity.

The Wall Street Journal reports that Skadden, Arps, Slate, Meagher
& Flom has been advising the company on its recent restructuring
efforts alongside investment bank Rothschild Inc.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.

                        Going Concern Doubt

Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.

As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement.  As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.

As more fully discussed in Note 13, on April 26, 2011 the Company
sold 15,777,000 shares of Common Stock to a group of investors, at
a price of $0.90 per share, for the aggregate cash purchase price
of approximately $14,200,000 of which $5,000,000 went to satisfy
and meet the availability requirement of the amendment to the BofA
Credit Agreement.  The investors also received the right to
purchase up to an additional 27,443,000 shares at the same price
within 180 days, subject to shareholder approval and subject to
certain anti-dilution and other adjustments.

This transaction improved the liquidity position of the Company by
approximately $8,000,000.

The Company incurred a loss from operations of $13,091,000 for the
three months ended March 31, 2011, compared to a loss from
operations of $21,556,000 for the three months ended March 31,
2010.  The current operating plan indicates that losses from
operations may be incurred for all of fiscal 2011.  "Consequently,
the Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern," the Company said in the Form 10-Q.

"If we are not able to timely, successfully or efficiently
implement the strategies that we are pursuing to improve our
operating performance and financial position, obtain alternative
sources of capital or otherwise meet our liquidity needs, we may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code."


AMT LLC: Court Approves J. Steven Ford to Handle Bankruptcy Case
----------------------------------------------------------------
The Hon. William S. Shulman of the U.S. Bankruptcy Court for the
Northern District of Florida authorized AMT, LLC, to employ J.
Steven Ford, as counsel.

As reported in the Troubled Company Reporter on June 7, 2011,
AMT LLC asked the Court to approve its hiring of J. Steven Ford,
Esq., at Wilson, Harrell, Farrington, Ford, Wilson, Spain &
Parsons P.A., to serve as its counsel under a general retainer.

Mr. Ford attested that his firm has no interest adverse to the
Debtor or its estate in any matters upon which they are to be
engaged.

AMT, LLC, in Destin, Florida, filed for Chapter 11 bankruptcy
(Bankr. N.D. Fla. Case No. 11-30933) on May 27, 2011.  Judge
William S. Shulman presides over the case.  J. Steven Ford, Esq.,
at Wilson, Harrell, Farrington, serves as the Debtor's counsel.
The Debtor disclosed $30,679,648 in assets and $5,060,823 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Michael Smallwood, its manager.


BANNING LEWIS: Ultra Petroleum's $26-Mil. Win Auction for Land
--------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Banning Lewis Ranch Co. said it is seeking court approval to
sell thousands of acres of land in Colorado Springs, Colo., to a
subsidiary of oil-and-gas company Ultra Petroleum Corp. for
$26.25 million in cash.

According to the report, the U.S. Bankruptcy Court in Wilmington,
Del., will hold a hearing July 28 to consider approving the sale
to Ultra Resources Inc., which court papers show won the bidding
at a June 28 auction of land slated for a 20,000-acre master
planned community.

At that auction, Ultra beat out a leading bid put forth by units
of Banning Lewis Ranch's current majority owners and bankruptcy
lenders, Greenfield Partners and Farallon Capital Management.  The
private-equity firms had offered to assume responsibility for such
liabilities as what Banning Lewis Ranch owes under its
$3.5 million bankruptcy loan and a $23.5 million term loan from
Associated Bank.

Because their bid lost, the private-equity firms -- which together
own 85% of Banning Lewis Ranch -- are slated to receive $250,000
to reimburse them for their sale-related expenses.

The report notes that before the court can sign off on the sale,
Banning Lewis Ranch must confront potential objections from the
likes of the city of Colorado Springs, which wants to ensure that
a sale complies with local laws.

                         About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.  Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BBB ACQUISITION: Withdraws Chapter 11 Plan After Trust Objection
----------------------------------------------------------------
On June 17, 2011, the U.S. Bankruptcy Court for the District of
Wyoming granted the motion of BBB Acquisition, LLC, to withdraw
its Plan of Reorganization dated Nov. 22, 2010.  The Dillard
Family Trust, which asserts a secured claim for $10,000,000 and an
unsecured claim for $7,253,502, did not object to the requested
withdrawal of the Plan.

On June 7, 2011, the Trust filed its objection to the Plan,
citing, among others, that BBB's Chapter 11 petition was filed in
bad faith.  Specifically, the Trust says BBB filed the petition to
avoid execution by the Trust on a specific performance judgment
entered by the District Court.

Further, the Trust says Fifth Third Bank stands to receive an
asset worth over $50,000,000 to satisfy a $22,000,000 claim while
unsecured creditors may receive no payment, as under the Plan, BBB
is to deed to the Bank its real property if it fails to make a
payment.

The Trust says the Debtor's Plan also fails to provide it, as a
holder of a secured claim, with the protection afforded in Section
1129(b)(2)(A) of the Bankruptcy Code.

The Dillard Family Trust is represented by:

     James R. Belcher, Esq.
     BELCHER & BOOMGAARDEN LLP
     237 Storey Boulevard, Suite 110
     Cheyenne, WY 82009
     Tel: (307) 426-4105
     Fax: (307) 426-4099

As reported in the TCR on May 20, 2011, under the Plan dated
Nov. 22, 2010, Reorganized BBB will continue the operation of its
business in the same fashion as it did prior to the Petition Date.
The members making up the Class 7 equity interests in the Debtor
will retain their ownership interest.

Creditors holdings allowed unsecured claims will be paid from
funds generated from the sale of real estate within the Bar-B-Bar
Ranch in Teton County, Wyoming, but only after allowed
administrative claims, allowed general priority claims, allowed
convenience class claims and the allowed Fifth Third Claim, are
paid in full.

BBB Acquisition, LLC, in Cincinnati, Ohio, is the developer of the
Bar-B-Ranch in Teton County, Wyoming.  The residential development
consists of 16 parcels, each in excess of 35 acres in size,
located adjacent to the Snake River.  The Debtor filed for
Chapter 11 bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on
Aug. 24, 2010, represented by Brent R. Cohen, Esq. --
bcohen@rothgerber.com -- and Chad S. Caby, Esq. --
ccaby@rothgerber.com -- at Rothgerber Johnson & Lyons LLP, in
Denver, Colorado.  The Debtor disclosed $57,239,218 in assets and
$35,613,501 in liabilities.


BERKLINE/BENCHCRAFT: Ashley's $850,000 to Open Auction for IP
-------------------------------------------------------------
Larry Thomas at Furniture Today reports that Ashley Furniture has
emerged as the stalking horse bidder for the intellectual property
of bankrupt upholstery producer Berkline, which ceased operations
in late March.

According to documents filed in U.S. Bankruptcy Court, Ashley
would pay $850,000 for the property, which includes the Berkline
and BenchCraft trade names as well as patents, trademarks and
Internet domain names owned by the company.

The report says Berkline is asking the court to schedule an
auction for the intellectual property, using Ashley's bid as the
floor for the bidding process.  If the property is sold to someone
else, Ashley would get a break-up fee of $25,500, plus out-of-
pocket expenses in connection with the stalking horse bid.

U.S. Bankruptcy Judge Mary Walrath has set a hearing for July 26
to approve bidding procedures and set a date for the auction,
notes Mr. Thomas.  Berkline has proposed a bid deadline of no
later Aug. 5, and wants to hold the auction no later than Aug. 11.

                    About Berkline/Benchcraft

Berkline/BenchCraft Holdings LLC, along with five subsidiaries,
filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-11369)
so the couch maker that specializes in home theaters can
liquidate.

Berkline/Benchcraft is a unit of turnaround specialist Sun Capital
Partners Inc.  Until their decision to liquidate, the Debtors,
with their "Berkline" and "Benchcraft" brands, held a number five
market share and had a growing presence in home theater seating
including reclining sofas, love seats, and sectionals.

In February, Berkline hired FTI Consulting Inc. to help it
restructure and find a buyer.  When Berkline was unable to sell
itself, the Company decided to liquidate and file for bankruptcy.

Berkline has a $140 million second-lien loan that is mostly owed
to its parent, SCSF Furniture LLC, which isn't in bankruptcy.  A
total of $15 million is owed on a first lien term loan and
revolver from lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent.  The Debtors also owe $12.5 million under
unsecured subordinated notes.

Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, represent the Debtors in the
Chapter 11 case.  Attorneys at Morgan, Lewis & Bockius LLP serve
as co-counsel.  FTI Consulting is the advisor.  Epiq Bankruptcy
Solutions is the claims and notice agent.


BERNARD L MADOFF: District Judge to Decide on Fraud Probe
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Jed S. Rakoff sounded as though
he might eventually rule that bankruptcy law doesn't govern that
part of the lawsuit where the trustee liquidating Bernard L.
Madoff Investment Securities Inc. is seeking to recover $700
million in principal that Fred Wilpon, Sterling Equities Inc., the
owners of the New York Mets baseball club, and Mr. Wilpon's
friends, family and associates took out of the Ponzi scheme before
the fraud surfaced publicly.

Mr. Rochelle relates that at a hearing July 1, Judge Rakoff said
he, not the bankruptcy judge, would initially decide if the Wilpon
group had a duty to investigate whether the Madoff firm was a
fraud.  Judge Rakoff said, "It doesn't seem to me to be self-
evident that bankruptcy law sets the duty of inquiry that a
customer of a brokerage has."  "How can it be that the law
governing someone's duty to inquire is determined, not by what the
governing laws in place were at the time, but by the happenstance
that the entity later went into bankruptcy?" Judge Rakoff asked at
another juncture in the hearing.  The Wilpon group argues that
federal securities laws govern and give them no duty to
investigate whether the broker is a fraud.

                       About Bernard L. Madoff

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

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

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

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

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

As of Feb. 18, 2011, a total of $6.85 billion in claims by
investors has been allowed, with $791.1 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BLOCKBUSTER INC: U.S. Trustee Hopes to Block Worker's Bonus
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Court in New York will convene a
hearing today, July 7, to consider Blockbuster Inc.'s request to
pay bonuses to the company's sole remaining employee. Bruce Lewis,
Blockbuster's former treasurer, is the last employee following the
sale of the business to Dish Network Corp.  Blockbuster proposes
that Mr. Lewis be paid 1% of all distributions made to
administrative creditors and to senior secured creditors.  He
would also receive 0.25% of distributions made to secured
creditors by July 31.

As reported in yesterday's Troubled Company Reporter, the U.S.
Trustee is opposing the bonuses.  The bonuses are "primarily for
the benefit of the senior secured lenders who seek to expedite
their distributions prior to July 31," the U.S. Trustee said.
The U.S. Trustee, the bankruptcy watchdog for the Justice
Department, says that company is "administratively insolvent."

                      About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23,
2010.  It disclosed assets of $1 billion and debts of $1.4 billion
at the time of the filing.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

The Bank of New York Trust Company, N.A., as trustee under that
certain indenture, dated as of Aug. 20, 2004, with respect to the
9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc.,
is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin &
Martin, LLP.

The Ad Hoc Studio Committee of Blockbuster Inc. et al. is
represented by Robert J. Feinstein, Esq., at Pachulski Stang Ziehl
& Jones LLP.

Blockbuster on Feb. 21, 2011, entered into an Asset Purchase and
Sale Agreement providing for the sale of substantially all of
their assets or the proceeds of those assets to a newly formed
entity named Cobalt Video Holdco LLC.  The Purchaser was
established by Monarch Alternative Capital LP, Owl Creek Asset
Management LP, Stonehill Capital Management, LLC, and Varde
Partners, Inc., who collectively hold more than 50% of the Senior
Secured Notes and each of which is a member of the Steering
Committee.  Cobalt Video, the stalking horse purchaser, was
represented by Mark Shinderman, Esq., at Milbank, Tweed, Hadley &
McCloy LLP.

The auction was held earlier in April and Dish Network Corp. won
with an offer having a gross value of $320 million.


BOISE, IDAHO: Judge to Decide on Bankruptcy Allegation
------------------------------------------------------
The Associated Press' Rebecca Boone reports that U.S. District
Bankruptcy Judge Terry Meyers heard arguments last week between
Boise County, Idaho leaders -- who contend the county is insolvent
and bankruptcy is their last, and only, option -- and developer
Oaas-Laney LLC, which contends the county actually has a surplus
of cash and is using shoddy book-keeping as an excuse to try to
avoid paying their legal debts.

The AP says Judge Meyers will decide soon whether Boise can
declare bankruptcy in a bid to stave off paying a legal judgment,
which is worth more than half of the county's annual budget.

According to the AP, if Boise County is granted the bankruptcy,
county officials will be allowed to restructure and possibly
reduce the county's debt to the Boise-based developer.

The AP recounts Oaas-Laney won $4 million in a federal lawsuit
last year accusing the county of violating the Fair Housing Act.
The jury also awarded Oaas-Laney $1.4 million in attorneys' fees.
According to the report, the $5.4 million judgment accounts for
more than half of Boise County's annual $9.4 million budget, or
roughly $720 for every man, woman and child living within county
borders.

                     About Boise County, Idaho

Boise County is a rural mountain county in the U.S. state of
Idaho.  The population was 6,670 at the 2000 census; it was
estimated at 7,571 in 2007.  The county seat is Idaho City, and
Horseshoe Bend is its largest city.

Boise County filed for bankruptcy (Bankr. D. Idaho Case No.
11-00481) on March 1, 2011, making it the first U.S. municipality
to file Chapter 9 this year.  The county estimated assets under
$50,000 and debts of $1 million to $10 million in the Chapter 9
petition.

Statistics from the American Bankruptcy Institute show that only
about 230 municipalities have filed Chapter 9 since 1980.


BORDERS GROUP: Proposes Mortgage Corp. as Broker
------------------------------------------------
Borders Group Inc. and its units seek the Bankruptcy Court's
permission to employ Mortgage Corporation of America as their
mortgage broker, nunc pro tunc to the Petition Date.

As the Debtors' mortgage broker, MCA agrees to provide these
services:

  (a) prepare financing memorandum outlining the property,
      market, transaction, structure, economics, sponsorship;

  (b) determine the range of alternatives which coincide with
      the characteristics outlined by the client and the
      possible avenues that are available to conclude the
      transaction;

  (c) market the transaction to potential interested parties;

  (d) provide and consolidate relevant information necessary for
      selecting and negotiating with potential buyer;

  (e) assist throughout the structural negotiation, initial due
      diligence and closing process in order to ensure that the
      transaction is executed as expeditiously and smoothly as
      possible; and

  (f) assist in the post-closing activities.

MCA has performed all of the advisory services contemplated in
this application, except for certain post-closing activities.

The Debtors propose to pay MCA a financing fee of 2% of the
purchase price with respect to the sale of the Torrance Mortgage
Loan.  The fee may be paid at the time of the loan closing,
though the Debtors acknowledge that the full fee is earned at the
time of Debtors' contract execution unless the transaction fails
to close for reasons outside the control of the Debtors. Pursuant
to the Proposed Transaction, MCA's fee is $66,080.

Kimberly Frank, principal broker of MCA, discloses that her firm
has not been retained to assist any entity or person other than
the Debtors on matters relating to, or in connection with, these
Chapter 11 cases or the Torrance Mortgage Note.

Ms. Frank maintains that MCA is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                     About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online
e-commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BOZEL SA: Court OKs Expanded Scope of BDO's Retention
-----------------------------------------------------
Bozel S.A. has obtained authorization from the U.S. Bankruptcy
Court for the Southern District of New York to expand the scope
of its retention of BDO Consulting Corporate Advisors, LLC, as
financial advisor to add the rendering of tax advice, including
the preparation and filing of necessary tax returns and
documentation in the United States.

However, the Court adjourned and subject to further hearing the
Debtor's request to hire BDO Tax & Accounting S.A. to provide
necessary tax advice and services in Luxembourg.

Judge Arthur J. Gonzalez authorizes the expanded scope of BCCA's
retention to include these services:

   -- At the request of the Sole Director, prepare the federal
      and any state tax returns required for Bozel LLC and/or
      Bozel SA for the years ended Dec. 31, 2006, 2007, 2008,
      2009, 2010, and 2011;

   -- At the request of the Sole Director, perform additional
      services as may be requested, including but not limited
      to estimated tax payments, tax planning, and tax
      consultation; and

   -- Should the tax returns of Bozel LLC and/or Bozel SA be
      selected for review by the taxing authorities, any
      proposed adjustments by the examining agent are subject
      to certain rights of appeal.  At the request of the Sole
      Director, in the event of such a government tax examination,
      BCCA will be available upon request to represent the
      Company, subject to the execution of a separate engagement
      letter, if appropriate.

BDO Consulting will be paid based on the hourly rates of its
personnel:

        Partners/Managing Directors            US$550 to US$800
        Directors/Sr. Managers/Principals      US$350 to US$600
        Managers/Vice Presidents               US$225 to US$500
        Seniors/Associates                     US$200 to US$350
        Staff                                  US$125 to US$225

                         About Bozel S.A.

Bozel S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-11802) on April 6, 2010.  In its petition, the Debtor estimated
assets ranging from US$50 million to US$100 million, and debts
ranging from US$10 million to US$50 million.  William F. Savino,
Esq., Daniel F. Brown, Esq., and Beth Ann Bivona, Esq., at Damon
Morey LLP in Buffalo, N.Y., represent the Debtor.


CARBON RESOURCES: Taps Philip Montoya and Daniel Behles Co-Counsel
------------------------------------------------------------------
Carbon Resources LLC, asks the U.S. Bankruptcy Court for the
District of New Mexico for permission to employ Philip J. Montoya
and also Daniel J. Behles of Moore, Berkson & Gandarilla, P.C., as
co-counsel.

The Debtor relates that Messrs. Montoya and Behles, substitute
James M. LaGanke as its attorney of record to represent the Debtor
in the Chapter 11 proceeding and related matters, and other
matters as the Debtor may need legal advice or representation on.

The hourly rates of the firm's personnel are:

         Mr. Behles               $250
         Mr. Montoya              $200
         Paralegals                $90

Prepetition, the Debtor provided the counsel with a $10,000
retainer, from which no fees or costs have been deducted.

To the best of the Debtor's knowledge, Messrs. Montoya and Behles
are "disinterested persons" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Messrs. Montoya and Behles can be reached at:

         Philip J. Montoya, Esq.
         P.O. Box 159
         Albuquerque, NM 87103-0159
         Tel: (505) 244-1152
         Fax: (505) 242-2836

         MOORE, BERKSON & GANDARILLA, P.C.
         Daniel J. Behles, Esq.
         P.O. Box 7459
         Albuquerque, NM 87194-7459
         Tel: (505) 242-1218
         Fax: (505) 242-2836

                     About Carbon Resources LLC

Sandia Park, New Mexico-based Carbon Resources LLC filed for
Chapter 11 bankruptcy protection (Bankr. N.M. Case No. 10-16104)
on Dec. 10, 2010.  M.J. Keefe, Esq., at Gilpin & Keefe, PC, and
the law firm of James M. LaGanke P.L.L.C., serve as the Debtor's
bankruptcy counsel.  The Debtor estimated assets at $10 million to
$50 million, and debts at $1 million to $10 million.


CB HOLDING: Former CEO D'Anton to Pay Restitution
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the former operator of Charlie Brown's Steakhouse
restaurants agreed to accept $110,000 in criminal restitution from
the former chief executive officer, who is serving a prison
sentence for taking kickbacks.  Former CEO Russell D'Anton and
former Vice President Michael Mulligan both entered guilty pleas
for receiving kickbacks from suppliers. In the plea agreement, the
question of how much Mr. D'Anton would pay in criminal restitution
was left open.

Mr. Rochelle relates that after negotiations, Mr. D'Anton agreed
to pay and Charlie Brown's agreed to accept $110,000.  There will
be a hearing in U.S. Bankruptcy Court in Delaware on July 19 to
approve the settlement.  In 2009, Mr. D'Anton agreed to pay the
company $275,000 in return for dropping a lawsuit.

                       About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding sold off its The Office restaurant chain and 12 Bugaboo
Creek stores in separate auctions.  Villa Enterprises Ltd. won the
bidding for The Office chain with its $4.68 million.  RRGK LLC
acquired the 12 Bugaboo Creek stores for $10.05 million, more than
tripling the $3.175 million first bid from an affiliate of
Landry's Restaurants Inc.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.  Jeffrey N.
Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the
Official Committee of Unsecured Creditors.  CB Holding estimated
its assets at $100 million to $500 million and debts at
$50 million to $100 million.


CENTENNIAL PARK: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Centennial Park LLC, a Missouri LLC (Mo. Charter
        #LC0723644)
          fdba R. H. Sailors and Dr. Brad Vince, LLC
          dba Centennial Park LLC
        10750 El Monte
        Overland Park, KS 66211

Bankruptcy Case No.: 11-22026

Chapter 11 Petition Date: July 4, 2011

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Christopher J. Redmond, Esq.
                  HUSCH BLACKWELL LLP
                  4801 Main Street, Suite 1000
                  Kansas City, MO 64112
                  Tel: (816) 421-4800
                  Fax: (816) 421-0596
                  E-mail: christopher.redmond@huschblackwell.com

                         - and -

                  John J. Cruciani, Esq.
                  HUSCH BLACKWELL LLP
                  4801 Main Street, Suite 1000
                  Kansas City, MO 64112
                  Tel: (816) 983-8197
                  E-mail: john.cruciani@huschblackwell.com

Scheduled Assets: $9,186,018

Scheduled Debts: $8,611,020

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ksb11-22026.pdf

The petition was signed by Richard H. Sailors, managing members.


CENTER COURT: Monteito Bank Opposes Motion to Use Cash Collateral
-----------------------------------------------------------------
Secured creditor Montecito Bank & Trust, owed $9 million in
principal and a disputed unpaid interest, has asked the U.S.
Bankruptcy Court for the Central District of California to deny
the motion of Center Court Partners, LLC, to use cash collateral,
filed June 9, 2011, citing the absence of any credible evidence of
how the requested uses of its cash collateral might protect the
value of the Property, the lack of adequate protection, and the
likely future decline of the Property.

The Bank also presented specific objections with respect to the
Budget, including its objection to the proposed payment of $7,404
of monthly charges to maintain a property only generating
$10,046.01 of monthly rents, which consists the Bank's cash
collateral.

As adequate protection, the Bank asks the Court that it be granted
replacement liens, to the extent of any diminution in the value of
its cash collateral, in all postpetition property of the Debtor.

The Bank is represented by:

     Ashleigh A. Danker, Esq.
     KAYE SHOLER LLP
     1999 Avenue of the Stars, Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 788-1000
     Fax: (310) 788-1200
     E-mail: adanker@kayscholer.com

In its motion, the Debtor tells the Court that it needs cash
collateral to to pay ongoing financial obligations to maintain its
business, which is its primary asset.  The Debtor will only
disburse funds as set forth in a budget, subject to a 15%
variance.

The Debtor's authority to use cash collateral will terminate on
the earlier of: (1) the effective date of any confirmed plan of
reorganization; (2) the consummation of the sale or all or
substantially all of the Debtor's assets; (3) the dismissal of the
case or the conversion of the case to a case under Chapter 7 of
the Bankruptcy code; (4) upon the entry of an order appointing a
Chapter 11 trustee; (5) 5:00 p.m. Pacific Time Dec. 23, 2011.

A copy of the 6-month budget is available at:

  http://bankrupt.com/misc/centercourt.cashcollateralmotion.pdf

Based in Agoura Hills, California, Center Court Partners LLC owns
a commercial property located at 29501 Canwood Street, Agoura
Hills, Calif.  The monthly rent receipts are the Debtor's sole
source of income.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-13715) on March 25,
2011.  Judge Maureen Tighe presides over the case.  Martin D.
Gross, Esq., represents the Debtor as counsel.  The Debtor
estimated both assets and debts between $10 million and
$50 million as of the Chapter 11 filing.


CENTER COURT: Files Plan Outline; Montecito to Receive 87% Payout
-----------------------------------------------------------------
Center Court Partners LLC filed with the U.S. Bankruptcy Court for
the Central District of California on June 20, 2011, a disclosure
statement in support of its Chapter 11 plan of reorganization.

The Plan contemplates the continuation of the Debtor's business,
including the development of the tenant improvements to
accommodate the lease by Mariner Health Care, Inc., who has
executed a lease of the entire first floor, a 11,400 square foot
addition, and roughly 7,500 square feet of the subterranean level
for use as a skilled nursing facility.

The Plan also contemplates the sale of 50% of the Debtor to an
investor, City Lights Financial Express, Inc.  Roger W. Meyer, the
managing member before the bankruptcy, and City Lights would be
50/50 managing members and owners of the Debtor during the
remainder of the bankruptcy proceedings after confirmation of the
Plan.

To complete the tenant improvements to the property, Debtor has
commitments from Preferred Bank for a construction loan for
$12,000,000 and $2,100,000 in cash infusion from City Lights for
an aggregate of $14,100,000.  The project is subdivided into 22
medical office condominiums for lease or sale, of which two suites
have been leased and improved.

The Plan, which designates seven (7) Classes of Claims and
Interests, contemplates that major creditors, secured and
unsecured, taking a restructuring of their claims against the
Debtor.

Montecito Bank and Trust Class, in Class 1, would receive
$7,891,851.50, or 87% of their claim, in exchange for a full
reconveyance of the Deed of Trust and satisfaction of the
associated loans.  Montecito will also receive $324,000 from the
Santa Barbara action.

Roger W. Meyer, managing member of the Debtor, would stipulate to
a 35% reduction of his Class 2 Claim, reducing his claim to
$3,000,000 and retaining 50% ownership of the Debtor, and
foregoing any payout to retain said ownership.

The Opal Meyer Survivor's Trust in Class 3 would take a 13%
reduction of its unsecured claim of $1,400,000, rendering a
balance of $1,218,000, and will take, upon confirmation of the
plan, a note that will be subordinate to the construction
financing.  The Opal Meyer Survivor's Trust is the personal trust
of Opal Meyer, Roger W. Meyer's mother.  Roger W. Meyer is the
only living heir to the trust and the Trustee.

City Lights Financial Express, Inc.'s Class 4 Claim of $148,000
will be restructured to $128,760, or 87% of its claim.  Payout
will begin upon commencement of the Mariner Lease per Plan.

Johnson & Muller Architects' Class 5 Claim will receive a 100%
payout at Plan effective date.

Roger W. Meyer's Class 6 (91.5% ownership) interest in the Debtor
and Karen Mayer's Class 7 (8.5% ownership) interest in the Debtor
will be reduced commensurate to the confirmation of the Plan in
reference to the change of ownership, City Lights Financial
Express, Inc., as 50% owner and 50% divisible by current ownership
percentages.

A copy of the Disclosure Statement is available at:

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

Based in Agoura Hills, California, Center Court Partners LLC owns
a commercial property located at 29501 Canwood Street, Agoura
Hills, Calif.  The monthly rent receipts are the Debtor's sole
source of income.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-13715) on March 25,
2011.  Judge Maureen Tighe presides over the case.  Martin D.
Gross, Esq., represents the Debtor as counsel.  The Debtor
estimated both assets and debts between $10 million and
$50 million as of the Chapter 11 filing.


CHEMTURA CORP: Rejects $13-Mil. Payout for La. Superfund Cleanup
----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that formerly
bankrupt Chemtura Corp. on Friday said that it should not be
forced to pay a consortium of chemical and oil companies nearly
$13 million to cover its portion of future cleanup costs at a
Louisiana Superfund site.

In a reply brief filed in New York bankruptcy court, Chemtura said
that its 2009 bankruptcy exempted it from payments to NPC Services
Inc., a corporate entity set up following a 1984 consent decree
over the cleanup of a polluted area in East Baton Rouge Parish,
La., Law360 relates.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No.
09-11233) on March 18, 2009.  The Debtors disclosed total assets
of $3.06 billion and total debts of $1.02 billion as of the
Chapter 11 filing.

Chemtura completed its financial restructuring and emerged from
protection under Chapter 11 in November 2010.  In connection with
the emergence, reorganized Chemtura is now listed on the New York
Stock Exchange under the ticker "CHMT".

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel for the Debtors.  Wolfblock LLP was
the Debtors' special counsel.  The Debtors' auditors and
accountant were KPMG LLP; their investment bankers are Lazard
Freres & Co.; their strategic communications advisors were Joele
Frank, Wilkinson Brimmer Katcher; their business advisors were
Alvarez & Marsal LLC and Ray Dombrowski served as their chief
restructuring officer; and their claims and noticing agent was
Kurtzman Carson Consultants LLC.

The Official Committee of Equity Security Holders tapped
Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, as counsel.  the Official
Committee of Unsecured Creditors retained Daniel H. Golden, Esq.,
Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, as counsel.


CLEAN BURN: Judge Says Ethanol Plant Can Be Foreclosed
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in Durham, North Carolina,
allowed the secured lender, Cape Fear Farm Credit ACA, to initiate
foreclosure and have Clean Burn Fuels LLC's ethanol plant taken
over by a receiver in the meantime.

Cape Fear Farm Credit, ACA, for itself and as agent/nominee for
other lending institutions under a Credit Agreement, filed a
motion asking Judge Thomas W. Waldrep, Jr., of the U.S. Bankruptcy
Court for the Middle District of Northern California to lift the
automatic stay to permit the Lender to exercise its rights against
all of Clear Burn Fuels, LLC's assets, including the Debtor's
ethanol plant located in Hoke County, North Carolina.

The Debtor stopped purchasing corn and production of products,
shutting down its plant in or about late February 2011.  Since
that time, the Debtor has been transitioning the plant to an
"idle" state, which is virtually complete.

Given that the Debtor has shut down its plant, the Debtor has not
been replenishing its inventory, and as it has used, and now
purposes to use, the funds it has collected from accounts
receivable, the Debtor has been diminishing the Lender's
collateral, Benjamin A. Kahn, Esq., at Nexsen Pruet, PLLC, in
Greensboro, North Carolina -- bkahn@nexsenpruet.com -- asserts.
The Debtor's further continued use of the proceeds of the Lender's
collateral in any amounts greater than that necessary to preserve
the assets during an orderly surrender of the Plant to the Lender
would further diminish the Lender's collateral and secured
position, he points out.

Mr. Kahn further contends that because the Debtor cannot operate
without substantial, continuing losses going forward unless there
is a significant and unlikely change in circumstances, there is no
projection demonstrating that the Debtor will be able:

   (i) to confirm a plan in the face of the lien of Lender;

  (ii) comply with its obligation to make some debt service; and

(iii) to cover the operating obligations and the costs of
       administration of a Chapter 11 case, and any further
       obligations of the business.

Prior to the ruling, the Official Committee of Unsecured Creditors
said it has initiated an investigation into whether the Lender is
properly perfected or if other grounds exist to challenged its
claimed security interest.  Accordingly, the Committee asked the
Court to continue the hearing on the Lift Stay Motion to give the
Lender time to provide certain documents to the Committee and the
Committee time to review those documents.

In another objection, KATZEN International, Inc. asked the Court
to deny the Lift Stay Motion unless the Lender agrees to protect
KATZEN's information set forth in a license agreement with the
Debtor.

                         About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., represents the Debtor.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.

The Official Committee of Unsecured Creditors is represented by
Charles M. Ivey, III, Esq., at Ivey McClellan Gatton & Talcott,
LLP, in Greensboro, North Carolina.


CNOSSEN DAIRY: Wells Fargo Objects to Amended Plan Confirmation
---------------------------------------------------------------
Wells Fargo Bank, National Association, objects to the
confirmation of the first amended plan of reorganization proposed
by Cnossen Dairy, Cnossen Family Partnership and UC Farms, LLC.

Larry Chek, Esq., at Palmer & Manuel, L.L.P., in Dallas, Texas --
lechek@pamlaw.com -- relates that Wells Fargo, a secured creditor,
voted in favor of the Plan based on the Debtors' assurances that a
modification is forthcoming that will cure several ambiguities or
flaws in the Plan in regard to its treatment of Wells Fargo's
claims.  Because that modification has not yet been filed as of
the deadline for objections to confirmation of the Plan, Wells
Fargo filed the limited Objection out of an abundance of caution,
Mr. Chek says.

Wells Fargo, Mr. Chek tells the Court, intends to fully support
the Plan once an appropriate modification has been filed by the
Debtors.

Wells Fargo filed proofs of claim in the Debtors' bankruptcy cases
in the amount of $22,072,940, which has since been paid down to
approximately $19.6 million, in connection with the Debtors'
unpaid prepetition loans.

In particular, Wells Fargo objects to the Plan on these grounds:

   (a) The definition of "Effective Date" appears to be intended
       to trigger the effectiveness of the Plan by the finality of
       the confirmation order, but states that it is will be 10
       days after the confirmation date, even though the appeal
       period now runs for 14 days after the confirmation date in
       accordance with the amended Rule 8002(a) of the Federal
       Rules of Bankruptcy Procedure.

   (b) Section VII.A of the Plan apparently allows for valuation
       of secured creditors' collateral, even though the Plan Term
       Sheet provides for a fully secured claim for Wells Fargo.
       This ambiguity should be resolved with a proviso that Wells
       Fargo's collateral will not be subject to further
       valuation.

   (c) The ECF-filed version of the Plan does not contain the
       fully executed version of the Plan Term Sheet.  It should
       be attached as an exhibit to a Plan modification.

   (d) The Debtors opted to attach the Plan Term Sheet to the Plan
       in lieu of amending the Plan to conform to the Plan Term
       Sheet.  That approach is fine, but the Plan needs to
       expressly state that the Plan Term Sheet is expressly
       incorporated into the Plan and will be considered an
       operative part of the Plan in all respects that is fully
       binding on the Debtors.

   (e) Section VII.C of the Plan relating to Wells Fargo's Class 4
       Claim against Cnossen Family Partnership appears to limit
       Wells Fargo's retained collateral to accounts receivable
       even though Wells Fargo has a lien on other property of
       that Debtor.  That treatment should be amended to state as:

          "Wells Fargo Bank, N.A.'s Class 4 Claim shall be allowed
          as a fully secured claim in the amount of $1,375,000.00.
          This Claim is secured by an interest in the Debtor's
          accounts receivable and other property of the Debtor in
          which Wells Fargo holds a contractual security interest.
          Wells Fargo Bank shall retain its liens in the accounts
          receivable and other property of the Debtor as described
          in the pre-petition loan and security agreements and in
          the proceeds thereof. The Claim shall be further
          governed by the Terms Sheet attached to the Plan
          Modification."

   (f) Section VII.D of the Plan relating to Wells Fargo's Class 8
       Claim against UC Farms, LLC similarly appears to limit
       Wells Fargo's retention of liens on only accounts
       receivable, although Wells Fargo holds a broader security
       interest.  That treatment should be amended to state as:

          "Wells Fargo Bank, N.A.'s Class 8 Claim shall be allowed
          in the amount of $442,217. This Claim is secured by an
          interest in the Debtor's accounts receivable, inventory
          and equipment (subject to priority purchase money
          liens). Wells Fargo Bank shall retain its liens in the
          accounts receivable, inventory and equipment described
          in the pre-petition loan and security agreements and in
          the proceeds thereof. The Claim shall be further
          governed by the Terms Sheet attached to the Plan
          Modification."

   (g) By reason of the Debtors' allusion in their disclosure
       statement to certain claims against Wells Fargo, the Plan
       should be amended to eliminate any ambiguity by
       specifically disclosing and identifying the general release
       that the Debtors are providing to Wells Fargo under the
       Plan Term Sheet.  Section XII.C of the Plan should
       therefore be amended to add this language:

          "As described in paragraph 6 of the Terms Sheet, on the
          Effective Date the Debtors shall be deemed to have
          generally released Wells Fargo Bank and its officers,
          employees, agents and attorneys from and of all claims."

Wells Fargo's counsel can be reached at:

        Larry Chek, Esq.
        Robert K. Mitchell, Esq.
        PALMER & MANUEL, L.L.P.
        8350 N. Central Expressway, Suite 1111
        Dallas, Texas 75206
        Tel: (214) 242-6444
        Fax: (214) 265-1950
        E-mail: lchek@pamlaw.com
                rmitchell@pamlaw.com

                        About Cnossen Dairy

Hereford, Texas-based Cnossen Dairy filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on
Nov. 12, 2010.  J. Bennett White, Esq., at J. Bennett White, P.C.,
serves as bankruptcy counsel to the Debtor.  Templeton, Smithee,
Hayes, Heinrich & Russell, LLP, is the local counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.

The bankruptcy cases of Cnossen Family Partnership and UC Farms,
LLC (Case Nos. 10-20793 and 10-20794) are jointly administered
with the Cnossen Dairy's case.

The Debtor disclosed $52,147,699 in total assets and $46,414,850
in liabilities as of the Petition Date.


CONSUMER PORTFOLIO: Receives Deficiency Notice From NASDAQ
----------------------------------------------------------
Consumer Portfolio Services, Inc. received a Nasdaq staff
deficiency letter on June 30, 2011, indicating that the Company
had failed, over the 30 business day period ended June 28, 2011,
to comply with the minimum public float requirement, as required
by Nasdaq Rule 5450(b)(3)(c).  A minimum public float of $15
million is required.  Public float is defined as the closing bid
price for the Company's shares, multiplied by the number of
outstanding shares held by persons other than its directors, its
officers and holders of 10% or more of outstanding shares

CPS has until December 27, 2011 to regain compliance; otherwise
its common stock would be subject to delisting.  Based on the June
28 closing price of $1.11 per share, CPS had a public float, so
defined, of approximately $14 million.  To regain compliance would
require that the closing bid price equal or exceed $1.18 per share
for 10 consecutive trading days prior to December 27.  There can
be no assurance as to the price(s) at which CPS stock may trade.
CPS is considering several alternatives that could be taken to
maintain a listing of its common stock.

                      About Consumer Portfolio

Consumer Portfolio Services, Inc. is an independent specialty
finance company that provides indirect automobile financing to
individuals with past credit problems, low incomes or limited
credit histories.


CONVERTING SOLUTIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Converting Solutions, LP
        700 Centerpoint Boulevard
        New Castle, DE 19720

Bankruptcy Case No.: 11-12122

Chapter 11 Petition Date: July 4, 2011

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

Judge: Mary F. Walrath

Debtor's Counsel: Jeffrey S. Cianciulli, Esq.
                  WEIR & PARTNERS LLP
                  824 Market Street Mall, Suite 1001
                  P.O. Box 708
                  Wilmington, DE 19899
                  Tel: (302) 652-8181
                  Fax: (302) 652-8909
                  E-mail: jcianciulli@weirpartners.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 Eric Seltzer, president of Conex
Executive, LLC, general partner.


COSIMO LLC: U.S. Trustee Unable to Form Committee
-------------------------------------------------
W. Clarkson Mcdow, Jr., the United States Trustee for Region 4,
advises the bankruptcy court that a committee under 11 U.S.C. Sec.
1102 in the Chapter 11 case of Cosimo, LLC has not been appointed
because an insufficient number of persons holding unsecured claims
against the debtor have expressed interest in serving on a
committee.  The U.S. Trustee reserves the right to appoint such a
committee should interest develop among the creditors.

Greenville, South Carolina-based Cosimo, LLC, filed for Chapter 11
protection (Bankr. D. S.C. Case No. 11-03012) on May 4, 2011.
Bankruptcy Judge Helen E. Burris presides over the case.  Curtis
W. Stodghill, Esq., at Stodghill Law Firm Chartered represents the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.


COSIMO LLC: Files Schedules of Assets & Liabilities
---------------------------------------------------
Cosimo, LLC filed with the bankruptcy court its schedules of
assets and liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property               $400,000
B. Personal Property           $270,000
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                              $0
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $7,835
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $10,067,110
                              ----------           --------------
      TOTAL                     $670,000              $10,074,944

Greenville, South Carolina-based Cosimo, LLC, filed for Chapter 11
protection (Bankr. D. S.C. Case No. 11-03012) on May 4, 2011.
Bankruptcy Judge Helen E. Burris presides over the case.  Curtis
W. Stodghill, Esq., at Stodghill Law Firm Chartered represents the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts at $10 million to $50 million.


CRYSTAL CATHEDRAL: Has Alternative Offer from Chapman University
----------------------------------------------------------------
Crystal Cathedral Ministries has a competing $46 million offer
from Chapman University to purchase the property and lease part
back to the church.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the church filed a proposed Chapter 11 plan in May,
to be funded by selling its property for $46 million to Greenlaw
Partners LLC.  The church would lease the property back with the
right to repurchase.  The committee said in a court filing it is
"simply baffled" by the church's support for the Greenlaw sale
when the offer from Chapman has "clear benefits to the ministry."

The sale to Chapman University is backed by unsecured creditors,
which wants to use the alternative bid as the centerpiece of a
competing reorganization plan.

In tandem with the university's offer, Bankruptcy Law360 relates,
the unsecured creditors committee moved to terminate Crystal
Cathedral's exclusivity period for filing a Chapter 11 plan.

Vikki Vargas and Jonathan Lloyd at NBC Los Angeles report that
under Chapman's offer, the church would be able to lease back the
cathedral, cemetery and other campus buildings for $150,000 per
month for 15 years.  Chapman also wants to acquire the Welcome
Center and Family Life Center, which would provide office space
for the university, according to the report.

Greenlaw Acquisitions, an Orange County real estate developer,
intends to build homes on the Crystal Cathedral property, NBC
said, citing court papers in the bankruptcy case.

The offer is subject to the approval of a bankruptcy judge.

                      About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.  Marc J. Winthrop, Esq., at Winthrop
Couchot P.C. represent the Debtor.

The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.  Todd C. Ringstad, Esq., at
Ringstad & Sanders, LLP, represent the Committee.


DELTA AIR: Delta, Virgin Welcome Final DOT Nod of Alliance
----------------------------------------------------------
Delta Air Lines and Virgin Australia Airlines welcomed the U.S.
Department of Transportation's final approval of antitrust
immunity for the airlines' trans-Pacific alliance, which will
allow the carriers to implement a joint venture on service
between the United States, Australia and the South Pacific.

The grant of antitrust immunity will expand travel choices and
competition for consumers by allowing the airlines to provide a
seamless product and coordinate flight schedules for maximum
convenience.  The airlines will collaborate through codesharing,
coordinating products and services and extending frequent flyer
program benefits and lounge access to customers of both carriers.

Virgin Australia Airlines, formerly the Virgin Blue group of
airlines, was launched in 2000 as the first sustainable low-fare
airline in Australian skies.  It has established a global
reputation as an innovator and leader in the aviation industry;
renowned for the warmth of its people and the quality of the
service they provide.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 05-17930) on Sept. 14, 2005.
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 05-17923) on Sept. 14, 2005.  Marshall S.
Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  On April 25, 2007, the
Court confirmed the Delta Debtors' plan.  That plan became
effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Plans to Cut Seats on Trans-Atlantic Routes
------------------------------------------------------
Delta Air Lines, Inc. plans to reduce seating capacity by more
than four percent after summer's peak travel season, Bloomberg
News reports.

The reductions will be through a 10 to 12 percent reduction on
trans-Atlantic routes.

Richard Anderson, Delta's chief executive officer, says in an
interview with Bloomberg News that his company will continue to
match capacity to the demand curve.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 05-17930) on Sept. 14, 2005.
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates also filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 05-17923) on Sept. 14, 2005.
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Gives Governor Perks After Signing Tax Break Law
-----------------------------------------------------------
Delta Air Lines, Inc., has given Governor Nathan Deal of Georgia
and his wife free perks worth approximately $8,000 two weeks
after he signed a law giving the airline a partial exemption from
fuel sales tax, WSB - Atlanta reports.

Delta, however, denied that the free perks were a gift.  Brian
Robinson, Delta's spokesperson, says that they were "part of an
effort to promote economic development".  He noted that perks
were not to be used for personal travel but only for state
business.

Despite the controversy, local lawmakers say that tax relief will
help keep jobs in Georgia, The Daily Citizen reports.

Daily Citizen also reveals that Delta gave similar perks to
lawmakers in 2010, which includes Lt. Gov. Casey Cagle, House
Speaker David Ralston, R-Blue Ridge, and the author of the tax
break bill, Rep. Jay Roberts, Rocilla.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 05-17930) on Sept. 14, 2005.
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates also filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 05-17923) on Sept. 14, 2005.
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DULCES ARBOR: Court Approves E.P. Bud as Bankruptcy Counsel
-----------------------------------------------------------
The Bankruptcy Court authorized Dulces Arbor, S. de R.L. de C.V.,
to employ as its bankruptcy counsel:

          E.P. BUD KIRK
          Terrace Gardens
          600 Sunland Park Drive, Bldg. Four, Suite 400
          El Paso, Texas 79912
          Telephone (915) 584-3773
          E-mail: budkirk@aol.com

Among other things, the firm will be required to review all
presently pending litigation in which the Debtor is a participant,
to recommend settlement of the litigation which the attorney deems
to be in the best interest of the estate, and to make an
appearance as lead trial counsel in all litigation which the
attorney believes should be continued.  The firm will also review
the Debtor's pre-bankruptcy transactions to determine what further
litigation, if any, pursuant to the Bankruptcy Code, or otherwise,
should be filed on behalf of the estate.

The firm will be paid pursuant to its customary hourly rates:

          Professional          Position      Hourly Rate
          ------------          --------      -----------
          E.P. Bud Kirk         Attorney         $250
          Kathryn A. McMillan   Paralegal         $90
          Janelle Gonzales      Paralegal         $90
          Maura Casas           Paralegal         $90

E.P. Bud Kirk has 28 years of active bankruptcy practice and is
Certified in Business and Consumer Bankruptcy by the Texas Board
of Legal Specialization.

Mr. Kirk attests that his firm represents no interest adverse to
the Debtor or to the estate in matters in which he is to be
engaged by the Debtor, and his employment would be in the best
interests of the bankruptcy estate.

The Debtor has paid the firm a $10,000 retainer.  Prior to the
bankruptcy filing, $4,641 was paid to the firm for pre-bankruptcy
services actually rendered.

                        About Dulces Arbor

Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican corporation that has been doing business for years in
the greater El Paso-Ciudad Juarez area.  It filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on June 22, 2011.
Judge Leif M. Clark presides over the case.

In its petition, the Debtor estimated assets of $10 million to
$50 million, and debts of $1 million to $10 million.  The petition
was signed by Raymond Ducorsky, sole administrator.  Mr. Ducorsky
is also its largest unsecured creditor with a $2,300,000 claim.


DULCES ARBOR: Judge Mott Recuses Self From Hearing Case
-------------------------------------------------------
Judge H. Christopher Mott recused himself from the bankruptcy case
of Dulces Arbor, S. de R.L. de C.V., at the behest of the Debtor's
lawyer.

E.P. Bud Kirk, Esq., pointed out that for most of the last 10
years, the Debtor had very extensive legal work done in El Paso by
the law firm formerly known as Gordon, Mott, and Davis, P.C.,
where Judge Mott was a longtime member.  Mr. Kirk said the extent
and nature of that work could present an appearance of a
likelihood of bias, were the case to remain with Judge Mott.

The case has been transferred to the chambers of Judge Leif M.
Clark.

                        About Dulces Arbor

Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican corporation that has been doing business for years in
the greater El Paso-Ciudad Juarez area.  It filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on June 22, 2011.
Judge Leif M. Clark presides over the case.

In its petition, the Debtor estimated assets of $10 million to
$50 million, and debts of $1 million to $10 million.  The petition
was signed by Raymond Ducorsky, sole administrator.  Mr. Ducorsky
is also its largest unsecured creditor with a $2,300,000 claim.


DULCES ARBOR: Sec. 341 Creditors Meeting Set for Aug. 11
--------------------------------------------------------
The United States Trustee for the Western District of Texas will
convene a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a)
in the bankruptcy case of Dulces Arbor, S. de R.L. de C.V., on
Aug. 11, 2011, at 8:00 a.m. at El Paso Suite 135.

Proofs of claim are due Nov. 9, 2011.

                        About Dulces Arbor

Dulces Arbor, S. de R.L. de C.V., aka Dulces Arbor, S.A. de C.V.,
is a Mexican corporation that has been doing business for years in
the greater El Paso-Ciudad Juarez area.  It filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-31199) on June 22, 2011.
Judge Leif M. Clark presides over the case.  The law firm of E.P.
Bud Kirk, Esq., serves as bankruptcy counsel.

In its petition, the Debtor estimated assets of $10 million to
$50 million, and debts of $1 million to $10 million.  The petition
was signed by Raymond Ducorsky, sole administrator.  Mr. Ducorsky
is also its largest unsecured creditor with a $2,300,000 claim.


EASTMAN KODAK: Default Swaps Flashing 74% Default Probability
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. credit default swaps imply a 74%
probably of default within five years as the result of the
deferral of a decision by the U.S. International Trade Commission
on a patent dispute with Apple Inc. and Research In Motion Ltd.
The swaps in December were implying a 50% possibility of default,
according to data compiled by Bloomberg.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

The Company's balance sheet at March 31, 2011, showed
$5.88 billion in total assets, $7.15 billion in total liabilities,
and a $1.27 billion total deficit.

                          *     *     *

As reported by the Troubled Company Reporter on March 2, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eastman Kodak to 'CCC' from 'B-'.  S&P removed the
rating from CreditWatch, where S&P placed it with negative
implications on Jan. 26, 2011.  The rating outlook is negative.
Issue-level ratings on the company's debt were also lowered and
removed from CreditWatch in conjunction with the corporate credit
rating change.

The 'CCC' corporate credit rating reflects S&P's expectation that
Eastman Kodak's pace of cash consumption will remain high over the
near term.  It also reflects S&P's expectation of continued
secular volume decline of the traditional photographic products
and services business, that the company's consumer digital imaging
businesses will not quickly turn convincingly profitable, and that
intellectual property earnings, which constitute a significant
portion of the company's EBITDA, could decline significantly from
2010 levels.  These factors underpin S&P's view of Kodak's
business risk as vulnerable and support S&P's view that revenue
and EBITDA will decline in 2011.  S&P views the company's
financial risk profile as highly leveraged because of the risk
that its earnings and cash flow could become insufficient to
support its debt.

In the March 16, 2011 edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Issuer Default Rating on Kodak.  The ratings
and Negative Outlook reflect Kodak's continued struggles to gain
traction in its digital businesses as secular declines persist and
broaden to entertainment film within the traditional film
business.

In March, Moody's Investors Service demoted Kodak's corporate
rating to Caa1 coupled with a judgment the company "could" consume
$600 million to $700 million in cash during 2011.  Moody's noted
that Kodak has no material debt maturities until November 2013.


FALLS AT TOWNE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Falls at Towne Crossing, LLC
          aka The Falls
        c/o Exchange Realty Inc
        527 Marquette Avenue South, Suite 820
        Minneapolis, MN 55402

Bankruptcy Case No.: 11-44563

Chapter 11 Petition Date: July 5, 2011

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

Judge: Dennis D O'Brien

Debtor's Counsel: Michael L. Meyer, Esq.
                  RAVICH MEYER KIRKMAN MCGRATH NAUMAN
                  4545 IDS Center
                  80 South Eighth Street
                  Minneapolis, MN 55402
                  Tel: (612) 317-4745
                  E-mail: mlmeyer@ravichmeyer.com

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

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

The petition was signed by Duane H. Lund, chief manager.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
Geneva Multi-Family Exchange XIV, LLC   11-44562          07/05/11

The Falls at Towne's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Direct Energy                      Goods and Services       $5,101
909 Lake Carolyn Parkway, Suite 1100
Irving, TX 75039-3810

Redi Carpet                        Goods and Services       $4,364
P.O. Box 971442
Dallas, TX 75397

Earthworks Inc.                    Goods and Services       $3,045
P.O. Box 419
Lillian, TX 76061

Schaecher, Cynthia                 Goods and Services       $3,001

Republic Service                   Goods and Services       $2,077

Morgan, Michelle                   Goods and Services       $1,500

TLC Carpet Cleaning Inc.           Goods and Services       $1,385

TNT Painting Inc.                  Goods and Services       $1,317

Western States Fire Protection     Goods and Services       $1,045

Dominguez, Leonardo                Security Deposit         $1,000

Umovefree Apartment Locators       Goods and Services         $928

Coyne, Martin                      Security Deposit           $925

Lavetas Maid Service Inc.          Goods and Services         $882

Jackson, Isaac                     Security Deposit           $829

Lexisnexis Screening               Goods and Services         $789

Robinson, Arynne                   Security Deposit           $750

Austin, Gary                       Security Deposit           $725

Khomejani, Ebrahim                 Security Deposit           $715

Kim, Layoun                        Security Deposit           $715

Shuman, Ostin                      Security Deposit           $705


FIDDLER'S CREEK: Got Access to $5.3-Mil. of Gulf Bay Collateral
---------------------------------------------------------------
On June 20, 2011, the U.S. Bankruptcy Court for the Middle
District of Florida entered its seventh interim order allowing
Fiddler's Creek, LLC, et al., to obtain secured postpetition
financing of up to $5,330,899 on a superpriority administrative
expense claim basis from Gulf Bay Capital, Inc., the DIP Lender.

Advances will not exceed the amounts set forth in a four (4) week
budget for the period from June 1, 2011, through June 30, 2011.

The advances granted pursuant to this order will be in addition to
borrowing authorized by separate orders in connection with the
Textron DIP Loan.

Certain of the Debtors are also authorized to use cash generated
from the operation of the Textron Collateral (namely the Greek
Course) and the cash generated from the operation of the Iberia
Collateral (namely the Tarpon Club and the restaurant facilities
at the Marco Beach Ocean Resort.

All DIP Obligations of the Debtors to the DIP Lender will be due
and payable on June 30, 2011, the date of the Further Hearing,
unless earlier terminated upon the occurrence of certain events,
including the entry of an order confirming a plan of
reorganization for any Debtor.

A further hearing to consider of a final or further interim order
was scheduled at 2:30 p.m. on June 30, 2011.

A copy of the Seventh Interim Order is available at:

   http://bankrupt.com/misc/fiddler'screek.7thinterimorder.pdf

                      About Fiddler's Creek

Fiddler's Creek, LLC, and its affiliates each owns, operates or is
otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime land
in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection on
February 23, 2010 (Bankr. M.D. Fla. Case No. 10-03846).  Paul J.
Battista, Esq., Heather L. Yonke, Esq., Mariaelena Gayo-Guitian,
Esq., and Michael L. Schuster, Esq., at Genovese Joblove &
Battista, P.A.; Bart A. Houston, Esq., at Kopelowitz Ostrow; and
Mark Woodward, Esq., serve as counsel to the Debtors.  Judge
Alexander L. Paskay presides over the case.  The Company estimated
assets and debts at $100 million to $500 million.

Paul S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler,
Esq., at Berger Singerman P.A., represent the Official Unsecured
Creditors Committee as counsel.


FKF MADISON: Competitor Challenges HFZ's Bid for Firm
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that an entity called One Madison
FM LLC says HFZ Capital Group's bankruptcy takeover of One Madison
Park is not a done deal and it's willing to top HFZ's offer by $58
million in order to trigger a fair market showdown to determine
who gets the condominium development.

FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.


FOREVER CONSTRUCTION: Files Disclosure Statement and Plan
---------------------------------------------------------
Forever Construction, Inc., has filed a disclosure statement and
reorganization plan with the U.S. Bankruptcy Court for the
Northern District of Illinois.

The Plan provides for distributions to the holders of allowed
claims from funds realized from the continued operation of the
Debtor's business as well as from existing cash deposits.
Payments to the holders of the Allowed Class 1 Claim required
under the Plan may be made from the proceeds of the refinancing or
sale of the various properties.

The claims and interests, and the treatment thereof, under the
Plan consist of the following:

     A. Administrative Claims: To be paid at confirmation, in the
        ordinary course of business or by agreement.

     B. Tax Claims - None.

     C. Class 1 (Lenders) - Payments of principal and interest on
        secured debt at non-default rate of interest, pursuant to
        existing loan documentation, or as modified or renewed by
        agreement.

     D. Class 2 (Real Estate Tax Claims) - Monthly payments of
        principal and interest to redeem tax sales on or before
        each redemption date.

     E. Class 3 (Security Deposits) - Paid in the ordinary course
        of business.

     F. Class 4 (Allowed General Secured Claims) - 10% of Allowed
        Claims over 60 months with no interest.

     G. Class 5 (Shareholders) - Shareholders will retain their
        ownership interest.

The Debtor will be the disbursing agent charged with making the
payments required under the Plan to the holders of Allowed Claims.
Management of the Debtor will remain unchanged after Confirmation.

A copy of the Disclosure Statement is available for free at:
http://ResearchArchives.com/t/s?7667

                    About Forever Construction

Waukegan, Illinois-based Forever Construction, Inc., is the owner
and operator of several multi-tenant residential properties
located in or near Waukegan, Illinois.  The Debtor filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on July
27, 2010. Joel A. Schechter, Esq., assists the Debtor in its
restructuring effort.  The Debtor tapped Jon P. Morgan of InTerra
Realty as its real estate sales agent.  The Debtor estimated
assets and debts at $10 million to $50 million in its Chapter 11
petition.  No creditors committee has been appointed in the case.


FOREVER CONSTRUCTION: Plan Exclusivity Extended to Aug. 19
----------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois orders that the time within which
Forever Construction, Inc., has to solicit acceptances of its plan
of reorganization is extended to and including Aug. 19, 2011.

Although the certain parcels of real estate would be surrendered
to various mortgagees, the Debtor's principal had discussions with
bank personnel who indicated that some of the loans could be
modified.  Therefore, certain changes to the plan and disclosure
statement was made that necessitated the delay in filing the
disclosure statement and plan.

                    About Forever Construction

Waukegan, Illinois-based Forever Construction, Inc., is the owner
and operator of several multi-tenant residential properties
located in or near Waukegan, Illinois.  The Debtor filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on July
27, 2010. Joel A. Schechter, Esq., assists the Debtor in its
restructuring effort.  The Debtor tapped Jon P. Morgan of InTerra
Realty as its real estate sales agent.  The Debtor estimated
assets and debts at $10 million to $50 million in its Chapter 11
petition.  No creditors committee has been appointed in the case.


FPD LLC: Court OKs Taylor Properties as Exclusive Listing Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District Of Maryland has
approved FPD, LLC's application to (a) employ Taylor Properties as
exclusive listing agent for lots numbered 7, 10, and 11 in the
Estates at Aisquith Farm located in Davidsonville, Maryland, and
(b) pay the commission to Taylor Properties for the sale of lot
number 11 in the Estates at Aisquith Farm which sale closed on May
10, 2011; and upon consideration of the Application and the
Colandrea Declaration.

                         About FPD, LLC

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to
$10 million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


FRANK PARSONS: Court OKs American Auction as Appraiser
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
approved Frank Parsons, Inc.'s application to hire American
Auction & Appraisals Inc. to appraise certain industrial and
warehouse equipment owned by the Debtor.

According to the Debtor, the firm's retention and employment is
necessary and appropriate.  The Debtor is seeking to resolve Anne
Arundel County's security interests and liens as part of the sale
process and believes that it is critical to understand the value
of certain furniture, fixtures and equipment to determine whether
a resolution is possible.  The Debtor owes Anne Arundel County
$106,000 for the money loaned to purchase the equipment and
furniture.

The firm will be paid a fee not to exceed $2,000.

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

                       About Frank Parsons

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., was the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 11-10338) on Jan. 6, 2011.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Gary H. Leibowitz, Esq., and Irving Edward Walker, Esq., at Cole
Schotz Meisel Forman & Leonard, PA, serve as the Debtor's
bankruptcy counsel.  The Debtor has also tapped SSG Capital as an
investment banker to explore strategic options.  WeinsweigAdvisors
LLC is the financial advisor to the Debtor.  Delaware Claims
Agency, LLC, is the claims and noticing agent.

Brent C. Strickland, Esq., at Whiteford, Taylor & Preston L.L.P.,
in Baltimore, Maryland, and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve
as counsel to the Official Committee of Unsecured Creditors formed
in the Chapter 11 case.


FRANK'S AFFORDABLE: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------------
New Hampshire Business Review notes that Frank's Affordable Dreams
LLC filed for Chapter 7 protection in New Hampshire, listing
assets of $128,990 and liabilities of $202,729.


GAS CITY: Parent to Sell Vacant Land in Indiana and Illinois
------------------------------------------------------------
The William J. McEnery Revocable Trust Dated 4/22/ 1993 asks the
U.S. Bankruptcy Court for the Northern District of Illinois for
entry of orders authorizing the sale of vacant land and approving
bidding procedures in connection with the sale of vacant land.

Daniel A. Zazove, Esq., at Perkins Coie LLP, relates that the
Trust owns a several parcels of vacant unimproved land in Illinois
and Indiana.  The Vacant Property is encumbered by mortgages held
by a variety banks.

According to Mr. Zazove, the Trust unsuccessfully marketed some,
but not all, of the vacant property for sale to third-party
buyers.  After consultation with the Lenders, the Trust has
determined that the greatest return for the estate on the Vacant
Property is likely to result from a Section 363 sale.

Because the Trust was unable to sell the vacant property
prepetition, Mr. Zazove believes that the Trust may not be able to
find qualified bidders for all of the Vacant Property.  To prevent
an "empty" sale, the Trust has required minimum credit bids from
the Lenders and, if no other qualified bids are received, the
Trust will transfer the vacant property to the Lenders pursuant to
the Credit Bids.

If the Trust transfers any parcel of the Vacant Property to the
Lenders or their designees, that transfer will be on an as is
basis by Quit Claim Deed.  The Trust will perform no additional
diligence on the sale and will provide no title commitments or
other closing documents.  Any Lender which takes title to Vacant
Propel1y will take title subject to Real Estate Taxes and all
other prior encumbrances.

If the Trust transfers any parcel of the Vacant Property to a
third party cash buyer, the Trust reserves the right to reserve
funds and seek to surcharge the proceeds of that sale for any
reasonable diligence or reasonable closing costs related to the
sale.  Real Estate Taxes and other encumbrances will be paid from
sale proceeds.

                         About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  Gas City
disclosed $66,307,812 in assets and $209,577,690 in liabilities as
of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Pachulski
Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co-
counsel and Mesirow Financial Consulting, LLC, as financial
advisors.


GAS CITY: Standard Bank Seeks Execution of McEnery Deeds
--------------------------------------------------------
Standard Bank and Trust Company asks the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, to authorize
William J. McEnery, as trustee of The William J. McEnery Revocable
Trust Dated 4/22/1993, and William J. McEnery, individually, to
execute the agreed upon deeds in lieu of foreclosure of certain
parcels of improved real property owned by The McEnery Trust.

On February 18, 2011, Standard Bank, who extended a prepetition
loan totaling $8,740,000 to McEnery, filed a motion for relief
from the automatic stay as to:

   -- the McEnery Residence located at 13015 W. 151st Street, in
      Homer Glen, Illinois;

   -- the Boca Raton Condominium located at 350 S. Ocean Blvd.,
      Unit 4C, in Boca Raton, Florida; and

   -- Bell Valley Farm located on the South Side of 151st Street,
      west of Bell Road, in Homer Glen, Illinois.

On March 1, 2011, the Court granting Standard Bank's motion.

Subsequent to the Court granting relief from the automatic stay,
Standard Bank and The McEnery Trust agreed to terms for the
disposition and turnover of the Properties from The McEnery Trust
to Standard Bank pursuant to two deeds in lieu of foreclosure to
be executed by McEnery, as trustee of The McEnery Trust, and
McEnery, individually.  The first deed in lieu of foreclosure, and
accompanying documents, would transfer title of the McEnery
Residence and Bell Valley Farm to Standard Bank.  The second deed
in lieu of foreclosure, and accompanying documents, would transfer
title of the Boca Raton Condominium to Standard Bank.

Pursuant to the terms of the agreement between The McEnery Trust
and Standard Bank, the Deeds in Lieu would be executed and the
Properties would be transferred to Standard Bank on or before
June 30, 2011.  Since the filing of its involuntary case on
June 21, 2011, The McEnery Trust has expressed concern regarding
the execution of the Deeds in Lieu on the belief that McEnery
cannot execute the Deeds in Lieu while subject to an involuntary
proceeding.  Standard Bank does not believe that the Insolvency
Case affects the ability of McEnery to execute the Deeds in Lieu,
individually or in his capacity as trustee for The McEnery Trust.

Standard Bank is represented by:

   Barry A. Chatz (06196639)
   Kevin H. Morse (06297244)
   ARNSTEIN & LEHR LLP
   120 South Riverside Plaza, Suite 1200
   Chicago, IL 60606
   Phone: (312) 876-7100

                         About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Illinois, is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., Mark K. Thomas, Esq., Grayson T. Walter,
Esq., at Proskauer Rose LLP, in Chicago; and Daniel A. Zazove,
Esq., and Kathleen A. Stetsko, Esq., at Perkins Coie LLP, in
Chicago, represent the Debtors.  A. Jeffrey Zappone at Conway
Mackenzie is the Debtors' chief restructuring officer.  Kurtzman
Carson Consultants is the Debtors' claims agent.  Gas City
disclosed $66,307,812 in assets and $209,577,690 in liabilities as
of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Pachulski
Stang Ziehl & Jones LLP and Levenfeld Pearlstein, LLC, as co-
counsel and Mesirow Financial Consulting, LLC, as financial
advisors.


GENERAL MOTORS: Three Former Facilities Sold in Ohio and Michigan
-----------------------------------------------------------------
Three former General Motors Corp. properties in Ohio and Michigan
have been sold in separate transactions, with each of the
purchasers planning to redevelop the sites to bring new jobs and
economic opportunities to their respective communities.

The properties were sold by The RACER Trust, created in March by a
U.S. Bankruptcy Court to clean up, redevelop and sell 89 former GM
facilities in 14 states.

"The mission of The RACER Trust is to help revitalize America's
auto communities by bringing new jobs and economic opportunity,"
said Elliott P. Laws, the court-appointed trustee of The RACER
Trust.  RACER stands for Revitalizing Auto Communities
Environmental Response.

The properties are located in Parma and Moraine, Ohio, and
Wyoming, Mich.

"The sale of these properties creates a tremendous opportunity for
economic growth in these communities," said Bruce Rasher,
redevelopment manager of The RACER Trust.

In Parma, Ohio, a former GM transmission plant was sold to an
Ohio-based development firm, 54 Chevy LLC (a reference to the
property's address at 5400 Chevrolet Boulevard).  54 Chevy LLC
plans to market the existing 527,000-square foot building, and
redevelop the 60-acre facility to attract "green" manufacturing
jobs to the community.  RACER sold a separate six-acre tract to
the City of Parma for construction of a stormwater retention pond,
infrastructure that was necessary to facilitate the sale.

In Moraine, Ohio, a former GM assembly plant site of approximately
400 acres was sold to Industrial Realty Group (IRG), a Downey,
Calif.,-based development firm.  IRG renamed the property Progress
Park, and has plans to divide the property, which includes a 4-
million-square-foot facility, among multiple tenants that would
employ up to 2,000 people.

In Wyoming, Mich., developer Lormax Stern purchased the 88-acre
former GM Grand Rapids Stamping Plant.  The West Bloomfield,
Mich., firm in turn provided the property to the City of Wyoming
for a token $1 as part of a public-private partnership arrangement
between the city and the developer.  The existing 2.6-million-
square-foot facility will be torn down, and the property will be
marketed for redevelopment through The Right Place Program, Inc.,
a non-profit economic development organization based in Grand
Rapids.

RACER worked closely with elected officials and community leaders
in each city.

Parma Mayor Dean DePiero said, "We are thrilled that this property
has transferred, and we are looking forward to continuing the
partnership with 54 Chevy to bring more jobs into Parma."

In Moraine, City Manager Dave Hicks said, "The city is delighted
the sale is complete.  IRG is a well-known company with a strong
history of success in redeveloping sites, and we expect they will
be equally successful here.  We are looking forward to the re-use
of this property."

That sentiment was echoed in Wyoming, Mich., where City Manager
Curtis Holt said, "We thank the RACER Trust for partnering with us
to get this deal done.  We believe it is a highly attractive site
for redevelopment.  Our focus from the beginning has been to put
people who lost jobs when the stamping plant closed back to work,
and the redevelopment of this site will help to accomplish that
goal."

"The fantastic cooperation that we have seen from elected
officials and community leaders has been critical," Mr. Rasher
said.  "Our goal in marketing each of the former GM properties is
to help local communities achieve their vision of new economic
development."

The RACER Trust was established by a U.S. Bankruptcy Court to
conduct environmental cleanups, repurpose and sell 89 industrial
plants and other properties left behind in GM's 2009 bankruptcy.
The properties are located in 14 states, mainly in the Midwest and
Northeast.  The Trust was established through a settlement
agreement among the federal government, the 14 states and the St.
Regis Mohawk Tribe, which owns land adjoining one of the sites in
Upstate New York.

The settlement agreement that created The RACER Trust allocated
nearly $769 million in funding and property to pay for
environmental remediation projects and management of the
properties, including taxes, maintenance, security, insurance and
other necessary expenses.  Proceeds from sales help cover ongoing
expenses related to owning, maintaining, securing and marketing
each of the remaining properties.

                     About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

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

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

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


GENEVA MULTI-FAMILY: Mansfield Apartment Project Files Chapter 11
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Geneva Multi-Family Exchange XIV LLC, the owner of
the 336-unit Falls at Towne Crossing apartment project in
Mansfield, Texas, filed for Chapter 11 protection (Bankr. D. Minn.
Case No. 11-44562) on July 5, 2011.  Assets are $25.5 million
while debt totals $24.3 million, according to the petition, a so-
called bare-bones filing with no papers submitted to the court
initially other than the petition and a list of creditors.


GENEVA MULTI-FAMILY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Geneva Multi-Family Exchange XIV, LLC
          aka The Falls at Towne Crossing
        c/o Exchange Realty Inc.
        527 Marquette Avenue South, Suite 820
        Minneapolis, MN 55402

Bankruptcy Case No.: 11-44562

Chapter 11 Petition Date: July 5, 2011

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

Judge: Dennis D O'Brien

Debtor's Counsel: Michael L. Meyer, Esq.
                  RAVICH MEYER KIRKMAN MCGRATH NAUMAN
                  4545 IDS Center
                  80 South Eighth Street
                  Minneapolis, MN 55402
                  Tel: (612) 317-4745
                  E-mail: mlmeyer@ravichmeyer.com

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

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

Affiliate that also sought Chapter 11 protection:

                                           Petition
  Debtor                                    Date      Case No.
  ------                                    ----      --------
The Falls at Towne Crossing, LLC           7/05/11    11-44563

The petitions were signed by Duane H. Lund, chief manager.

Geneva Multi-Family's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Direct Energy                      Goods and Services       $5,101
909 Lake Carolyn Parkway, Suite 1100
Irving, TX 75039-3810

Redi Carpet                        Goods and Services       $4,364
P.O. Box 971442
Dallas, TX 75397

Earthworks Inc.                    Goods and Services       $3,045
P.O. Box 419
Lillian, TX 76061

Schaecher, Cynthia                 Goods and Services       $3,001

Republic Service                   Goods and Services       $2,077

Morgan, Michelle                   Goods and Services       $1,500

TLC Carpet Cleaning Inc.           Goods and Services       $1,385

TNT Painting Inc.                  Goods and Services       $1,317

Western States Fire Protection     Goods and Services       $1,045

Dominguez, Leonardo                Security Deposit         $1,000

Umovefree Apartment Locators       Goods and Services         $928

Coyne, Martin                      Security Deposit           $925

Lavetas Maid Service Inc.          Goods and Services         $882

Jackson, Isaac                     Security Deposit           $829

Lexisnexis Screening               Goods and Services         $789

Robinson, Arynne                   Security Deposit           $750

Austin, Gary                       Security Deposit           $725

Khomejani, Ebrahim                 Security Deposit           $715

Kim, Layoun                        Security Deposit           $715

Shuman, Ostin                      Security Deposit           $705


GIORDANO'S ENTERPRISES: Arizona Activist Arrested
-------------------------------------------------
Dow Jones' DBR Small Cap reports that Fringe activist Marshall
Home, who has filed a series of court filings to try to take over
the bankruptcy case of Chicago pizza chain Giordano's, was put
behind bars on Friday.

                  About Giordano's Enterprises

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

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

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

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

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


GOLDEN CHAIN: Stephen Cummings Okayed as Attys. for Nevada Assets
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved Golden Chain, Inc.'s application to employ the law
firm of Stephen Cummings, Law Offices of Stephen Cummings, as its
special litigation counsel.

The firm will represent the Debtor to address issues, including
those related to the Debtor's assets located in Nevada.

San Jacinto, California-based Golden Chain, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif.  Case No. 11-
10793) on Jan. 10, 2011.  In its schedules, the Debtor disclosed
$10,539,890 in assets and $412,048 in liabilities as of the
petition date.


HAWAII MEDICAL: U.S. Trustee Names 5-Member Creditors' Panel
------------------------------------------------------------
Tiffany L. Carroll, Acting United States Trustee for Region 15,
appointed five members to the Official Committee of Unsecured
Creditors in the bankruptcy case of Hawaii Medical Center:

     (1) Salim Hasham
         #4003
         1650 Ala Moana Blvd.
         Honolulu, HI 96815
         c/o Salim Hasham
         Tel: (808) 620-8908
         Fax: na
         E-mail: Salim.Hasham@h-s-i.org

     (2) Clinical Laboratories of HI, LLP
         Suite 300, 91-2153 Fort Weaver Road
         Ewa Beach, HI 96706
         c/o Ally Park
         Tel: (808) 679-4235
         Fax: (808) 679-4230
         E-mail: ally.park@hawaiilabs.com

     (3) Sodexo America LLC
         Suite 620, 10500 Little Patexent Parkway
         Columbia, MD 21044
         c/o Doug Cable
         Tel: (410) 292-3195
         Fax: (410) 715-1694
         E-mail: doug.cable@sodexo.com

     (4) Legacy of Life Hawaii
         Suite 810, 405 N. Kuakini St.
         Honolulu, HI 96817
         c/o Stephen Kula
         Tel: (808) 599-7630
         Fax: (808) 599-7631
         E-mail: skula@legacyoflifehawaii.org

     (5) McKesson Corp.
         3775 Seaport Blvd.
         West Sacramento, CA 95691
         c/o Pamela Craik
         Tel: (916) 373-5222
         Fax: (916) 373-5268
         E-mail: pamela.craik@mckesson.com

Curtis Ching is the Assistant United States Trustee.  He may be
reached at:

          1132 Bishop St., Suite 602
          Honolulu, HI 96813
          Telephone: (808) 522-8150
          Facsimile: (808) 522-8186
          E-mail: ustpregion15.hi.ecf@usdoj.gov

                    About Hawaii Medical Center

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

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

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

MidCap Financial, LLC, is owed $46.86 million for exit financing
provided in the previous Chapter 11 case.  The Debtors have been
in default under the MidCap loan since December 2010.  St. Francis
Medical Center is owed $39.18 million for a term loan provided in
August 2010.  Creditors with allowed unsecured claims pursuant to
the 2010 Chapter 11 plan have not yet received payment -- first
installment would have been June 30 -- and are owed $19 million.

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


HAWAII MEDICAL: Sec. 341 Creditors' Meeting Set for July 25
-----------------------------------------------------------
The United States Trustee for Region 15 in Honolulu will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the bankruptcy
case of Hawaii Medical Center on July 25, 2011, at 2:00 p.m. US
Trustee Hearing Room, 1132 Bishop Street, Suite 606, in Honolulu.

                    About Hawaii Medical Center

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

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

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

MidCap Financial, LLC, is owed $46.86 million for exit financing
provided in the previous Chapter 11 case.  The Debtors have been
in default under the MidCap loan since December 2010.  St. Francis
Medical Center is owed $39.18 million for a term loan provided in
August 2010.  Creditors with allowed unsecured claims pursuant to
the 2010 Chapter 11 plan have not yet received payment -- first
installment would have been June 30 -- and are owed $19 million.

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


HAWAII MEDICAL: Local Co-counsel Waives $28,313 in Unpaid Fees
--------------------------------------------------------------
Moseley Biehl Tsugawa Lau & Muzzi, local co-counsel to Hawaii
Medical Center, won't seek payment of the $28,313 in fees and
expenses incurred in the Debtors' prior Chapter 11 cases.

Moseley represented the Debtors in their previous bankruptcy, In
re CHA Hawaii LLC et al., Bk No. 08-01369.  During the 12 months
prior to the filing of the present Chapter 11 cases, the Debtors
paid the firm $255,721 for legal services rendered and expenses
incurred.  The firm also received a $25,000 retainer.  As of June
21, 2011, $13,392 of the retainer remains unapplied.

According to the Debtors, the $28,313 balance is net of payment
received by Moseley on June 10, 2011, from St. Francis Healthcare
System.  The funds used by St. Francis did not come from the
Debtors.

On June 23, Judge Robert J. Faris granted Hawaii Medical Center
and its debtor-affiliates interim authority to employ Moseley.
Judge Faris will convene a final hearing on July 11 to consider
Moseley's employment.

The Debtors said Moseley is a disinterested person as that term is
defined in Sec. 101(14) of the Bankruptcy Code and does not have
an interest materially adverse to the interest of the Debtors'
estate or of any class of creditors or equity security holders.

                    About Hawaii Medical Center

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

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

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

MidCap Financial, LLC, is owed $46.86 million for exit financing
provided in the previous Chapter 11 case.  The Debtors have been
in default under the MidCap loan since December 2010.  St. Francis
Medical Center is owed $39.18 million for a term loan provided in
August 2010.  Creditors with allowed unsecured claims pursuant to
the 2010 Chapter 11 plan have not yet received payment -- first
installment would have been June 30 -- and are owed $19 million.

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


HOSPITAL DAMAS: Court Approves Settlement with Puerto Hospital
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
approved Hospital Damas Inc.'s settlement agreement/stipulation
with Puerto Hospital Supply, Inc.

The Debtor and PRHS have agreed to settle and compromise issues
between them under terms and conditions including, among other
things:

A. the Debtor and PRHS concur that the total amount owing by
    Debtor to PRHS for the prepetition purchase of services and
    supplies totals $673,437.

B. the Debtor desires to assume and renew these executory
    contracts with PRHS:

   i) the X-ray and related products and services contract
      executed on April 10, 2010, and valid through April 9, 2013;

  ii) the "atados" Customed Packs contract executed on May 1,
      2009, and valid through April 30, 2012; and

iii) the Ethicon Sut/ethicon and ethicon endo contract executed
      on June 1, 2008, and valid through May 31, 2011, which is
      renewed pursuant to its terms;

  iv) the case cart cardiovascular surgery, materials and services
      contract originally executed on Sept. 1, 2007, and valid
      through Aug. 31, 2010, but which the parties by their
      conduct and dealings have effectively extended;

   v) the 3M contract for medical surgical supplies and services,
      executed on July 8, 2008, and valid through June 30, 2009,
      but which the parties by their conduct and dealings have
      effectively extended from year to year.

C. the Debtor agrees to pay PRHS the amount of $356,000 to cure
    all prepetition amounts owing to PRHS under the five
    executory contracts.

A full-text copy of the settlement agreement is available for free
at http://bankrupt.com/misc/HOSPITALDAMAS_settlementagreement.pdf

                     About Hospital Damas, Inc.

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010.  Charles A. Cuprill-Hernandez, Esq., at Charles A.
Cuprill, P.S.C., Law Offices, serves as the Debtor's bankruptcy
counsel.  Silva CPA Group serves as its financial advisor.
Enrique Peral Law Offices, P.S.C., as special counsel.  FPV &
Galindez PSC to will assist in processing and preparing
statistical data required for the preparation of the Medicare cost
report.

In October 2010, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors of the
Debtor.  Todd C. Meyers, Esq., and Colin M. Bernardino, Esq., at
Kilpatrick Stockton LLP, represents the Committee as legal
counsel, and Edgardo Munoz, Esq., at Edgardo Munoz, PSC, serves
the Committee as local counsel.

In its schedules, the Debtor disclosed $24,017,166 in total assets
and $21,267,263 in total liabilities as of the Petition Date.


JACKSON ENERGY: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------
New Hampshire Business Review notes that Jackson Energy LLC filed
for Chapter 7 protection in New Hampshire in June, disclosing
assets of $84,559, and liabilities of $290,160.


JACKSON HEWITT: Texas Tax Men Object to Chapter 11 Plan
-------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that dozens of Texas
counties, cities and other entities holding claims for delinquent
property taxes on Friday objected to Jackson Hewitt Tax Service
Inc.'s proposed reorganization in Delaware, claiming it doesn't
provide for statutory interest on tax liens.

The taxes are secured by liens on the real property of the
debtors, which have offices across the U.S., the objectors argue,
according to Law360.

                        About Jackson Hewitt

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans -- RALs -- in the offices where such financial
products are available.

Jackson Hewitt is the second largest paid tax return preparer in
the United States, having prepared approximately 2.6 million tax
returns for the 2011 tax season, which is between 3% and 4% of the
total market for paid tax return preparation services.

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


LEHMAN BROTHERS: Has Stipulations Resolving License Deals Disputes
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors, SAP
America, Inc., successor-in-interest to Business Objects
Americas, Aurora Bank FSB, formerly known as Lehman Brothers Bank
FSB, Aurora Loan Services LLC, Neuberger Berman Group, LLC, James
W. Giddens, the appointed trustee under the Securities Investor
Protection Act of 1970 for the administration of Lehman Brothers
Inc., and Barclays Capital Inc. entered into a stipulation and
order, dated June 13, 2011, with respect to certain contracts.

On September 16, 2008, LBHI, LB 745 LLC, LBI, and Barclays, as
purchaser, entered into an asset purchase agreement for the
purchase and sale of certain assets.  The Court approved the
Asset Purchase Agreement, and also authorized the SIPA Trustee to
consummate the sale transaction on behalf of LBI.  The Asset
Purchase Agreement provided that certain contracts related to the
assets purchased by Barclays could be designated as Purchased
Assets.  The Debtors and the Purchaser identified the Related
Contracts for assumption and assignment to the Purchaser as of
September 22, 2008, and posted those Related Contracts in
schedules on Epiq Bankruptcy Solutions LLC's Web site at
http://chapter11.epiqsystems.com/lehman/

Lehman Brothers Limited and Business Objects (UK) Limited entered
into an agreement for the license of certain software under the
Master Software License and Services Agreement effective August
1, 1996.  In December 2002, an addendum to the 1996 License
Agreement was entered into, whereby the use of the licensed
software under the 1996 License Agreement was transferred from
LBL to LBI.  The 1996 License Agreement was included among the
Related Contracts on the Closing Date Schedules posted on the
Epiq Web site.

LBHI subsequently entered into an agreement with BOA for the
license of certain software effective as of December 31, 2008,
and LBHI, Aurora and Neuberger each entered into certain order
schedules under the 2008 License Agreement effective December 31,
2008.  Neuberger also entered into an agreement with BOA for the
license of certain software effective as of June 5, 2009.  SAP,
as successor-in-interest to BOA, acquired all right and interest
in the License Agreements.

BOA notified the Purchaser that it objected to the assumption and
assignment of the 1996 License Agreement, asserting that it is
not assignable without BOA's consent and that BOA did not consent
to the assignment.  To resolve the BOA Objection, the Purchaser
and BOA agreed that the 1996 License Agreement was not assigned
to Purchaser and no cure payments were made by Purchaser or any
other party to BOA.

Various disputes have arisen between SAP, the Debtors, Aurora and
Neuberger with respect to the timing and basis of the 2008
License Agreement and the 2009 License Agreement.  Accordingly,
under their Stipulation, the Parties agree that, among other
things:

  -- notwithstanding any prior Court order to the contrary, or
     any Closing Date Schedule or any notice given by the
     Purchaser, the Debtors, LBI or the SIPA Trustee, the 1996
     License Agreement has not been assumed and assigned to the
     Purchaser, and was not purchased by the Purchaser;

  -- the inclusion of the 1996 License Agreement on the Closing
     Date Schedules and any notice will not give rise to any
     administrative expense claim or damage claim against any of
     the Debtors, LBI or their estates, or any obligation or
     liability of Barclays with respect to the 1996 License
     Agreement;

  -- the 1996 License Agreement is rejected by the SIPA Trustee
     effective immediately;

  -- SAP agrees not to assert and waives all rights to assert
     any rejection damages claims arising from the rejection of
     the 1996 License Agreement against LBI, the Debtors, and
     their estates;

  -- the SIPA Trustee and SAP agree that the 1996 License
     Agreement, including any remaining right to use any of the
     software licensed thereunder by LBI, the Debtors,
     Neuberger, Aurora, or their affiliates is terminated in its
     entirety;

  -- upon Court approval of the Stipulation, among other things,
     SAP will transfer the software licensed under the Neuberger
     Order Schedule to the 2008 License Agreement to the 2009
     License Agreement; and

  -- within 14 business days of the Stipulation's Court
     approval, SAP will remit these payments to the recipients
     in accordance with wire instructions to be provided to SAP
     by the recipients:

     * $83,745 to LBHI;
     * $448,387 to Aurora; and
     * $496,552 to Neuberger.

                     About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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, Judge 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 has 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.

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court OKs $25.6-Mil. Payment to Sumitomo
---------------------------------------------------------
Bankruptcy Judge James Peck approved the stipulation among Lehman
Brothers Holdings Inc., Lehman Commercial Paper Inc. and Sumitomo
Mitsui Banking Corporation to resolve certain issues relating to
SBMC's prepetition loans to LBHI.

Among other things, the stipulation provides that the Debtors
will be authorized to pay SMBC $25,565,722, plus interest accrued
thereon for the period from May 31, 2011, through the Payment
Date, in full payment, settlement and satisfaction of all amounts
due to SMBC under the Loan Agreement.

                     About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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, Judge 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 has 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.

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Court OKs SunCal Use of Cash Collateral
--------------------------------------------------------
Lehman Commercial Paper Inc. and SunCal entities obtained approval
from Judge James Peck of the United States Bankruptcy Court for
the Southern District of New York of a stipulation modifying the
automatic stay to the extent it applies to them.

The SunCal Debtors are composed of Palmdale Hills Property LLC,
Acton Estates LLC, SunCal Bickford Ranch LLC, SunCal Emerald
Meadows LLC, SunCal Summit Valley LLC and Tesoro SF LLC.  They
have Chapter 11 cases pending in the United States Bankruptcy
Court for the Central District of California.

The Lehman Entities, as lenders, and as agents for all lenders
under applicable loan documents, assert secured claims against
the SunCal Debtors that approximate $2.3 billion, and include
within the scope of the pledged collateral certain real and
personal property owned by the SunCal Debtors.

Certain of the SunCal Debtors maintain bank accounts containing
cash or cash equivalents, which the Lehman Entities assert are
subject to perfected liens and therefore constitute the Lehman
Entities' "cash collateral" under Section 363 of the Bankruptcy
Code.  The SunCal Debtors dispute that contention, and assert
that the cash and cash equivalents -- the "Alleged Unencumbered
Cash" -- are not subject to perfected liens of the Lehman
Entities, and therefore, do not constitute "cash collateral"
under Section 363.

The Parties have negotiated and filed a stipulation with the
California Bankruptcy Court relating to the issue.  Under the
California Stipulation, the Lehman Entities consent to the use by
each SunCal of the Alleged Unencumbered Cash held by each of the
SunCal Debtor.  The Parties also agreed that repayment of the
Alleged Unencumbered Cash funding amount as administrative
expense claims under certain circumstances.

In the New York Stipulation, the Parties agree that the automatic
stay pursuant to Section 362 of the Bankruptcy Code is modified
solely to permit LCPI to enter into the California Stipulation
and undertake any actions contemplated to be taken by LCPI in
connection therewith, provided that nothing in the New York
Stipulation will require any party to enter into the California
Stipulation.  Except as provided in the New York Stipulation, and
to the extent the automatic stay applies, the provisions of
Section 362(a), including those provisions prohibiting any act to
collect, assess, or recover a claim that arose prepetition from
LCPI's bankruptcy estate and assets or property of LCPI will
remain in full force and effect.

Notwithstanding anything to the contrary, the New York
Stipulation is without prejudice to, and does not constitute a
waiver of, any rights, claims or privileges of the Parties with
respect to any issues that are not expressly addressed in the New
York Stipulation.  Specifically, and for the avoidance of doubt,
the Parties reserve all rights in connection with the Alleged
Unencumbered Cash, and all aspects of pending litigation among
the Parties, including any matters involving equitable
subordination or substantive consolidation.

                     About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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, Judge 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 has 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.

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Verifone Note Hedge Deal Rejection Okayed
----------------------------------------------------------
Bankruptcy Judge James Peck approved the stipulation between
Lehman Brothers OTC Derivatives Inc. and VeriFone Systems, Inc.,
regarding rejection of a derivative contract and allowance of
rejection damages claim.

LOTC and VeriFone are parties to a convertible note hedge
transaction, pursuant to which LOTC agreed to deliver VeriFone
shares to VeriFone in exchange for a premium paid to LOTC on the
effective date of the Convertible Note Hedge Transaction.  Lehman
Brothers Holdings Inc. acted as credit support provider for
LOTC's obligations under the transaction.  They are also parties
to a warrant transaction, pursuant to which VeriFone agreed to
deliver VeriFone shares to LOTC in exchange for a premium paid to
VeriFone on the effective date of the Warrant Transaction.

The Parties agree that the Warrant Transaction has not been
terminated.  LOTC intends to assign its rights and obligations
under the Warrant Transaction to a third-party for a one-time
cash payment to LOTC.  VeriFone objects to LOTC's attempted
assignment of the Warrant Transaction.  The termination of the
Convertible Note Hedge Transaction is also disputed by the
Parties.

To compromise their differences, the Parties agree to resolve
their disagreements and avoid litigation pursuant to the terms
and conditions of their Stipulation, the key terms of which are:

  (a) The Convertible Note Hedge Transaction is rejected by LOTC
      pursuant to Section 365(a) of the Bankruptcy Code;

  (b) Subject to VeriFone's certain agreement and the
      consummation of a transaction for the assignment of LOTC's
      interest in the Warrant Transaction, VeriFone will have an
      allowed unsubordinated non-priority general unsecured
      claim against LOTC only for $9,000,000, in full and
      complete satisfaction of all claims of VeriFone against
      the Debtors, including LBHI, in respect of the Convertible
      Note Hedge Transaction.  The treatment of the Allowed
      Claim will be subject to the terms of a confirmed plan in
      the Debtors' Chapter 11 Cases or otherwise under the
      Bankruptcy Code;

  (c) VeriFone agrees not to assert any objection to LOTC's
      assignment of the Warrant Transaction to an assignee of
      LOTC's choosing and to consent to and execute a novation
      agreement documenting the assignment on the same economic
      terms as the Warrant Transaction immediately upon request
      of LOTC.  The Parties further agree that the assignment of
      the Warrant Transaction may be completed in accordance
      with and subject to the terms of the order approving
      consensual assumption and assignment of prepetition
      derivative contracts, entered on January 28, 2009;

  (d) Upon the consummation of an assignment transaction for
      LOTC's interest in the Warrant Transaction, VeriFone will
      file a proof of claim against LOTC consistent with the
      terms of the Stipulation, which will be deemed timely
      allowed and no longer subject to objection by the Debtors,
      their successors or assigns or any party acting on behalf
      of the Debtors;

  (e) Upon the allowance of the Proof of Claim, each Party
      generally releases, discharges and acquits each other from
      all manners of action and claims whatsoever, other than
      the rights and obligations of the Parties set forth under
      the Stipulation.  The Parties, however, are not releasing
      their rights, claims and defenses with respect to the
      Warrant Transaction; and

  (f) The Debtors' and Verifone's obligations under the
      Stipulation are subject to the Court's approval and the
      consummation of an assignment transaction for LOTC's
      interest in the Warrant Transaction, in each case, on or
      prior to July 29, 2011, or at a later date as may be
      mutually agreed to by the Parties.

In the event that the Court does not approve the Stipulation or
an assignment transaction for LOTC's interest in the Warrant
Transaction has not been consummated by July 29 or at an agreed
date, the Stipulation will be null and void and of no force and
effect, it will not have any res judicata or collateral estoppel
effect against the Parties, and each of the Parties' interests,
rights, remedies and defenses will be restored without prejudice
as if the Stipulation had never been executed.

                     About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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, Judge 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 has 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.

                International Operations Collapse

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

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

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


LENOX CONDOMONIUM: Court Dismisses Chapter 11 Case
--------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York dismissed the Chapter 11 case of The
Lenox Condominium, LLC on June 30, 2011.

The Debtor and Capital One National Association entered into a
global settlement resolving the dispute between the parties and
allowing for the orderly sale of the Debtor's property.  For the
stipulation to be effective, the Court must dismiss the Chapter 11
case.

Among other things, the Debtor and Capital One agreed that the
amount of Capital One's secured loan will be fixed at $10,700,000
plus interest thereon, a time schedule for Debtor to sell its
Property, subject to certain minimum sale/release prices over two
years, as well as other related relief.  This proposal also
includes monies to be earmarked for the Debtor to use to fund its
operations and repay its creditors in the normal course of its
business.

The Debtor believes that further expenditure of resources in an
attempt to confirm a Chapter 11 plan may be futile, and simply
serve to dissipate the Debtor's funds.

Given the extent of administrative claims of the Debtor's
professionals, the liens of Capital One, and absent the
settlement, there are no free assets available in this case to
justify conversion, Robert M. Sasloff, Esq., at Robinson Brog
Leinwand Greene Genovese Gluck. P.C., in New York, counsel to the
Debtor told the Court.

                     About The Lenox Condominium

New York-based The Lenox Condominium LLC is in the real estate
development business.  It currently is the owner of 18 condominium
units in a 77-unit, 12-story, full-service luxury condominium
located on Lenox Avenue between 129th Street and 130th Street, in
New York, New York.  The Debtor's sole member is Uptown Partners
LLC, but its day-to-day affairs are managed by its president,
Lewis Futterman.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 10-11391) on March 17, 2010.  Adam Greene, Esq., Robert R.
Leinwand, Esq., and Robert M. Sasloff, Esq., at Robinson Brog
Leinwand Greene Genovese Gluck. P.C., in New York, represent
the Debtor.  The Company estimated assets and debts at $10 million
to $50 million.

The Court dismissed the Debtor's Chapter 11 case on June 30, 2011.


LEVEL 3: Offers to Exchange $605.21-Mil. of 11.875% Senior Notes
----------------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-4 registration statement regarding an
offer to exchange new 11.875% Senior Notes due 2019 of Level 3
Communications, Inc., for Level 3's currently outstanding 11.875%
senior notes due 2019.  The exchange offer expires at 5:00 p.m.,
New York City time, on [     ], unless it is extended.   There is
no established trading market for the new notes, and Level 3 does
not intend to apply for listing of the new notes on any securities
exchange.  A full-text copy of the prospectus is available for
free at http://is.gd/KT0w71

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

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


LIFEPOINT HOSPITALS: Fitch Raises Issuer Default Rating to 'BB'
---------------------------------------------------------------
Fitch Ratings has upgraded its ratings for LifePoint Hospitals,
Inc. including the Issuer Default Rating, to 'BB' from 'BB-'. The
Rating Outlook is revised to Stable from Positive. The ratings
apply to approximately $1.7 billion of debt at March 31, 2011.

Rating Rationale:

   -- LifePoint has consistently demonstrated a solid level of
      financial flexibility. Total debt-to-EBITDA has trended
      close to 3.0 times (x) since 2007. While the debt balance
      has increased by about $150 million over that time, growth
      in EBITDA has offset the impact on leverage.

   -- LifePoint generated free cash flow (FCF) of about $205
      million in 2010; the level of FCF generation has more than
      doubled since 2007 due to higher EBITDA, lower cash tax and
      interest expense. The company's 2011-2013 debt maturities
      are nominal.

   -- Organic operating trends in the for-profit hospital industry
      are weak and Fitch expects them to remain so throughout the
      rest of 2011. Fitch does not see a near-term catalyst for
      improvement in patient utilization trends barring an
      accelerated macro economic recovery.

   -- LifePoint's organic patient volume trends persistently lag
      the broader industry. Despite this issue, LifePoint is more
      profitable (based on EBITDA operating margins) than most of
      its peers and organic top-line growth has not lagged the
      industry. This is owing to strength in pricing trends and
      good management of controllable operating expenses,
      including labor and supplies.

   -- LifePoint is taking a measured approach to hospital
      acquisitions, using cash on hand to fund a series of small
      transactions. This strategy has recently been successful in
      augmenting tepid organic volume growth.

   -- Fitch expects the pipeline of potential acquisition targets
      will remain deep in the near term. LifePoint's preferred
      acquisition targets -- stand-alone and small hospital
      systems -- are experiencing financial pressure stemming from
      weak organic operating trends, and the implementation of
      certain elements of healthcare reform is encouraging
      industry consolidation.

Solid Financial Flexibility:

LifePoint has consistently demonstrated a strong level of
financial flexibility in recent years. Total debt-to-EBITDA of
3.1x at March 31, 2011 is up slightly from the prior year due to
an increase in the debt balance, partly offset by growth in
EBITDA. LifePoint issued $400 million in unsecured notes in the
third quarter of 2010 (3Q'10), about half of the proceeds of which
were used to refinance a portion of the bank facility term loan
and half to fund general corporate purposes, including share
repurchases.

LifePoint's ratings anticipate that debt-to-EBITDA will be
maintained around 3.0x-3.5x. At March 31, 2011, debt-to-EBITDA
equaled 0.8x through the senior secured bank debt, 1.6x through
the senior unsecured notes and 3.1x through the senior
subordinated convertible notes. While small incremental drops in
leverage could result from growth in EBITDA, Fitch expects
LifePoint to prioritize use of FCF for funding of hospital
acquisitions as opposed to debt reduction.

A favorable debt maturity schedule and adequate liquidity also
support LifePoint's credit profile. There are no debt maturities
in the capital structure until 2014, although the $225 million
senior subordinated convertible debentures due 2025 are puttable
to the company in 2013. Pending refinancing of the $575 million
senior subordinated convertible notes due 2014, maturity of the
$443 million bank term loan will be extended to April 2015 from
February 2014. At March 31, 2011, liquidity was provided by
approximately $267 million of cash, availability on the company's
$350 million bank credit facility revolver ($318.9 million
available), and FCF ($216 million for the latest 12 months [LTM]
period, defined as cash from operations less dividends and capital
expenditures).

Fitch projects that LifePoint's FCF will contract by about $75
million in 2011 versus the 2010 level. This is mostly due to
higher capital expenditure in the year. The company is
constructing a $60 million replacement hospital in Winchester, KY
for Clark Regional Medical Center, one of its 2010 acquisitions.
LifePoint has adequate capacity under its bank facility financial
maintenance covenants, which require total leverage of below 3.75x
and interest coverage of above 3.5x. Based on its moderately
positive 2011-2013 operating outlook for the company, Fitch
believes the company will not have a problem maintaining
compliance with its covenants.

Industry Lagging Patient Volume Trends:

LifePoint operates 52 acute-care hospitals, primarily located in
rural markets. In 49 of its 52 markets, LifePoint's facility is
the sole acute care hospital provider in the market. Organic
patient volume trends have been weak across the hospital industry
since the trough of the 2008 recession. LifePoint's organic volume
trend has been lagging the broader industry since before that
time. Fitch believes this is due to a combination of factors,
including digesting the $1.8 billion acquisition of Province
Healthcare Company and some difficulties with community and
physician relationships following the acquisition of Danville
Regional Medical Center, both in 2005. More recently, LifePoint's
markets may have performed less robustly due to unemployment rates
trending higher than the national level.

LifePoint has taken steps to address its lagging organic volume
growth, including ramping up physician recruitment and expanding
services in medically underserved communities. There have been
some signs of progress from these efforts. Most significantly,
while LifePoint's patient volume growth continues to underperform
the industry, it does appear to be narrowing the gap. Despite its
operational issues, LifePoint's operating margins are higher than
those of most of its peers, and organic top line growth has not
lagged the industry. This is owing to strength in pricing trends
and good management of controllable operating expenses, including
labor and supplies.

In 2010, the for-profit hospital industry's same-hospital
admissions declined 1.5% while same-hospital adjusted admissions
(a measure adjusted for outpatient activity) grew by just 0.7%.
During the year, LifePoint's same hospital admissions were down
2.2%, and adjusted admissions up 0.4%. Most companies provided
2011 guidance incorporating flat growth in same hospital adjusted
admissions trends, including LifePoint, which has guided to
organic growth in adjusted patient admissions of 0%-2% for 2011.
This is despite easy comparisons against the weak trend in 2010
and is consistent with Fitch's expectation for 2011.

There is no clear catalyst for near-term improvement in organic
volume trends barring an accelerated macroeconomic recovery. In
fact, concerning trends indicating higher levels of structural
unemployment, and growth in the consumer share of healthcare
spending (such as through high deductible health plans), support
an expectation of weak organic volume trends in the sector for
some time to come. LifePoint's 1Q'11 same hospital admissions
declined 1.2% versus the prior year period, while adjusted
admissions were up 0.1%.

Growth Through Acquisistion Strategy:

After taking a hiatus in 2007-2008, LifePoint ramped up its
hospital acquisition activity beginning in 2009. Fitch expects
that the company will continue to deploy cash to fund hospital
acquisitions. Based on its moderately positive operating and cash
flow outlook for LifePoint, Fitch expects the company would be
able to fund two or three acquisitions similar to the size of its
2009-2010 acquisitions out of internal cash resources annually. In
early 2009 through 2010, LifePoint acquired about $300 million of
annual revenue, which represented around 10% of the company's same
hospital revenue base.

Fitch notes that the entire for-profit hospital industry is
currently in acquisition mode due to attractive asset valuations
and the need to deploy excess cash to create shareholder value
given weak organic operating trends. LifePoint's relatively small
size means that incremental, cash flow funded acquisitions can
significantly move the needle on revenue growth. While it is
possible that LifePoint could consider a larger transaction, its
recent activity has been measured. The largest acquisition in the
past 18 months, of High Point Regional Health System, cost the
company $145 million. The integration of the company's recently
acquired hospitals seems to be progressing smoothly, without the
type of problems experienced with physician and community
relations experienced after the company's 2005 acquisition of
Danville Regional Medical Center.

Guidelines for Further Rating Actions:

Maintenance of a 'BB' IDR for LifePoint will require debt-to-
EBITDA maintained at or below 3.5x, coupled with a sustained solid
liquidity profile, with FCF sufficient to fund the company's
growth through acquisition strategy. LifePoint's debt leverage is
amongst the lowest of the publicly traded acute care hospital
companies; the company has a publicly stated leverage target of
3.0-4.0x. A leveraging acquisition or deterioration in financial
flexibility resulting from difficulties in integration of its
recent acquisitions would be the most likely causes of a negative
rating action for LifePoint. Also of concern is the potential for
a sustained weak organic growth trend for the hospital industry,
which could erode profitability and financial flexibility over
time.

Debt Issue Ratings:

Fitch upgrades LifePoint's ratings:

   -- IDR to 'BB' from 'BB-';

   -- Secured bank facility to 'BB+' from 'BB-';

   -- Senior unsecured notes to 'BB' from 'B+';

   -- Subordinated convertible notes to 'BB-' from 'B'.


LINDEN PONDS: Lender Says Mediation Could Resolve Dispute
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that Linden Ponds Inc.
deteriorated in the weeks leading up to its Chapter 11 filing,
wants a mediator appointed in the case.

                        About Linden Ponds

Linden Ponds is a 108-acre retirement community located in
Hingham, Mass.  It has 988 independent living units (with an
occupancy rate of 87.9%) and 132 skilled nursing beds (68%
occupancy rate).

Hingham Campus LLC, along with affiliate Linden Ponds Inc., the
owners and operators of the Linden Ponds, filed a pre-negotiated
Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in
Dallas on June 15.

Hingham Campus estimated assets and debts of $100 million to
$500 million.  Debt includes $156.4 million owing on bonds issued
by the Massachusetts Development Finance Agency, with Wells Fargo
Bank, National Association, as the bond trustee.

Paul Rundell, plan administrator of Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, signed the Chapter 11 petitions.

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

Redwood is providing $6 million in a postpetition revolving credit
facility for Hingham Campus' Chapter 11 case.  The DIP financing
will mature on Nov. 8, 2011.  The DIP financing requires a joint
hearing on the Disclosure Statement and the Plan within 120 days
of the Petition Date.


LOS ANGELES DODGERS: Seeks Depositions From MLB Officers
--------------------------------------------------------
The bankruptcy court in Delaware will hold a hearing today, July
7, to consider a request by Los Angeles Dodgers officials to put
Major League Baseball Commissioner Bud Selig and five other Major
League Baseball executives, along with the monitor the league
appointed to take over business management of the club, under oath
to help build the team's case that he "systematically starved" it
of cash.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the team wants the testimony to prepare for a July 20
hearing where the league will oppose final approval of
$150 million in financing from Highbridge Principal Strategies
LLC.  Mr. Selig wants Major League Baseball to provide the loan.
Taking a loan from Mr. Selig would be "imprudent," the Dodgers
said, citing his prior "abusive conduct."

Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that the team filed papers late Thursday with the U.S.
Bankruptcy Court in Wilmington, Del., giving deposition notices to
Mr. Selig, his appointed monitor of the Dodgers Tom Schieffer and
five other league executives.  The papers didn't specify what
questions the team intends to ask the commissioner, but the frosty
relationship between embattled Dodgers owners Frank McCourt and
Mr. Selig has already been made clear in court papers and the
case's first hearing.

According to DBR, also on the list for depositions are: Robert A.
DuPuy, MLB chief operating officer; Jonathan D. Mariner, the chief
financial officer; John McHale Jr., interim executive vice
president for baseball operations; Robert D. Manfred Jr.,
executive vice president for labor relations and human resources;
and Charles Steinberg, a former Dodgers executive that Selig hired
last year as his senior adviser for public affairs.

The depositions are set to take place the week of July 11 in the
New York offices of the Dodgers attorneys, law firm Dewey &
LeBoeuf LLP, DBR says.

                   About the Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  According to Forbes, the team is worth about
$800 million, making it the third most valuable baseball team
after the New York Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.


MA BB OWEN: Files Ch. 11 Plan; Hillcrest Points to "Flaws"
----------------------------------------------------------
MA BB Owen LLP, et al., filed with the U.S. Bankruptcy Court for
the Eastern District of Texas a First Amended Joint Disclosure
Statement in support of the Debtors' First Amended Plan, filed on
May 26, 2011.

The Plan designates 11 Classes of Claims and 1 Class of Interests.

Holders of Allowed Administrative Claims in Class 1 will be paid
in full.

Claimants in Classes 2 to 11, inclusive, are all impaired and may
vote to accept of reject the Plan.  Class 12 Equity Holders are
also impaired but as insiders their votes do not count towards
confirmation.

Allowed Secured Tax Creditor Claims in Class 2 will be paid in
full 30 days after the Effective Date.  Allowed Priority Creditor
Claims in Class 3 will be paid over five (5) years with interest.

The Class 4 Allowed Secured Claim of Heritage Land Bank, ACA,
which the Debtor asserts is roughly $11,700,000 (without late
fees), will be amortized over a period of 40 years with interest
at 2.5 p.a. with an additional 2.5% interest paid at maturity.
The payments will be made in equal monthly payments for 120 months
following the effective date, at which the full unpaid principal
balance and accrued unpaid interest will be paid in full.

The Allowed Secured Claim of Hillcrest Bank in Class 5, which the
Debtor asserts is roughly $17,477,000 (without late fees), will
receive similar treatment as Heritage's Claim in Class 4.

The Allowed Secured Claim of Parkwood Real Estate Partners, LLC,
in Class 6, the Allowed Secured Claim of Tri-Properties, Ltd., in
Class 7, the Allowed Secured Claim of BB Owen Properties, L.P., in
Class 8, and the Allowed Secured Claim of Marlin Atlantic White,
Ltd, in Class 9, will all receive zero payment under the Plan.
Their Allowed Claims will be converted to equity.

Allowed General Unsecured Non-Insider Claims in Class 10 will be
paid in full on the Effective Date.  Allowed General Unsecured
Insider Claims in Class 11 will receive no payment under the Plan.

Class 12 Equity Interest Holders in the Debtor will be canceled on
confirmation.

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

         http://bankrupt.com/misc/mabb.firstamendedDS.pdf

                      Hillcrest Opposes Plan

Secured creditor Hillcrest Bank says the Court should not approve
the Debtor's First Amended Joint Disclosure Statement because it
lacks critical information regarding the Debtors' proposed
reorganization strategy and other fact or relevant support to the
proposed plan.

Hillcrest Bank cites that, among other flaws in the Plan:

  -- the Debtors have artificially impaired the class of unsecured
     creditors for the sole purpose of manipulating their vote;

  -- the Debtors have not presented any evidence in support of
     the substantive consolidation of the Debtors;

  -- the Debtors do not substantiate its assertions that the
     Plan has a reasonable probability of success;

  -- the Plan violates a subordination agreement between Hillcrest
     and certain lenders who will receive equity in the
     reorganized Debtors; and

  -- the Plan provides for the release of non-debtor guarantors
     in violation of Section 524(e); and

Counsel for Hillcrest Bank may be reached at:

         Samuel M. Stricklin, Esq.
         Michael L. Dinnin, Esq.
         Brian C. Mitchell, Esq.
         BRACEWELL AND GIULIANI LLP
         1445 Ross Avenue, Suite 3800
         Dallas, TX 75202-2711
         Tel: (214) 468-3800
         Fax: (214) 468-3888
         E-mail: michael.dinnin@bgllp.com
                 brian.mitchell@bgllp.com

Dallas, Texas-based MA BB Owen LP filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Case No. 11-40645) on Feb. 28, 2011.
Joyce W. Lindauer, Esq., serves as bankruptcy counsel.  The Debtor
estimated its assets at $10 million to $50 million.


MADISON HOTEL: Can Hire Backenroth Frankel as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Martin Glenn of the U.S Bankruptcy Court for the Southern
District of New York authorized Madison Hotel, LLC to employ
Backenroth Frankel & Krinsky, LLP, as counsel.

As reported in the Troubled Company Reporter on June 16, 2011,
Backenroth Frankel's services as Debtor's counsel are:

     -- providing the Debtor with legal counsel with respect
        to its powers and duties as a debtor-in possession in
        the continued operation of its business and management
        of its property during the Chapter 11 case;

     -- preparing on behalf of the Debtor all necessary
        applications, answers, orders, reports, and other
        legal documents which may be required in connection
        with the Chapter 11 case;

     -- providing the Debtor with legal services with respect
        to formulating and negotiating a plan of reorganization
        with creditors; and

     -- performing such other legal services for the Debtor as
        may be required during the course of the Chapter 11 case,
        including but not limited to, the institution of actions
        against third parties, objections to claims, and the
        defense of actions which may be brought by third parties
        against the Debtor.

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

         Scott A. Krinsky          $450
         Mark A. Frankel           $485
         Abraham J. Backenroth     $550
         Paralegal                 $125

BFK was paid a $25,000 retainer by the Debtor on May 26, 2011.
BFK incurred fees totaling $6,000 prior to the filing the Debtor's
case, leaving a $19,000 as retainer for this case.

BFK's initial $50,000 retainer was paid by Ben Zion Suky, Joseph
Ben Moha and a third entity affiliated with the managing member of
the Debtor's managing member (the "Payors").

Mark A. Frankel, Esq., a member of Backenroth Frankel & Krinsky,
LLP, assured the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                        About Madison Hotel

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.  The Debtor disclosed $33,613,117 in assets and
$26,113,616 in liabilities as of the Chapter 11 filing.


MV COMMUNICATIONS: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------------------
New Hampshire Business Review notes that MV Communications Inc.
filed for Chapter 7 protection in New Hampshire in June,
disclosing assets of $74,153 and liabilities of $1,202,826.


NATIONAL ENVELOPE: Wants Plan Exclusivity Until Oct. 5
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that National Envelope Corp. is now asking the bankruptcy
court in Delaware for a 90-day extension of the exclusive right to
propose a Chapter 11 plan.  If approved by the bankruptcy judge at
a July 20 hearing, the new deadline will be Oct. 5. NEC said it is
currently "vetting" a draft Chapter 11 plan with interested
parties before filing in court.  With the assets sold, NEC said in
May it was down to the last $1 million in cash available to pay
bills.

                       About NEC Holdings

Uniondale, New York-based National Envelope Corporation was the
largest manufacturer of envelopes in the world with 14
manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including
National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead
Case No. 10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at
Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel
to the Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq.,
and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NEBRASKA BOOK: Kurtzman Carson OK'd as Claims and Noticing Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Nebraska Book Company and its debtor-affiliates to employ Kurtzman
Carson Consultants LLC as their notice and claims agent.

As reported in the Troubled Company Reporter on June 29, 2011, the
parties have entered into an engagement letter dated June 3.
Prior to the Petition Date, the Debtors paid KCC a $25,000
retainer.

Albert H. Kass, vice president of Corporate Restructuring Services
of Kurtzman Carson, attested that his firm neither holds nor
represents any interest adverse to the Debtors' estates in
connection with any matter on which it would be employed and that
it is a "disinterested person," as referenced in section 327(a) of
the Bankruptcy Code and as defined in section 101(14).

                    About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the petition date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.


NO FEAR: Court Okays Employment of Jones Day as Special IP Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court Southern District of California has
approved No Fear Retail Stores, Inc.'s application to employ Jones
Day as special intellectual property counsel.

Jones Day will provide intellectual property counsel to assist and
advise as to licensing arrangements regarding intellectual
property held by NRFS and SIMO Holdings, and that Jones Day's
retention is necessary in exploiting the value of the intellectual
property and handling non-bankruptcy law issues relating to the
intellectual Property, with general counsel SulmeyerKupetz
handling any bankruptcy law issues relating to Intellectual
Property.

The firm's Jose L. Patino will charge the Debtor's estate $700 per
hour.

                     About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NO FEAR: Committee Shares Plan Exclusivity With Debtor
------------------------------------------------------
Judge Margaret M. Mann of the U.S. Bankruptcy Court for the
Southern District of California approved a stipulation terminating
the exclusive plan filing and solicitations period of No Fear
Retail Stores, Inc., and its debtor affiliates solely with respect
to the Official Committee of Unsecured Creditors on July 8, 2011.

                        About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NO FEAR: Seeks to Sell Retail & IP Assets, Auction Set for July 19
------------------------------------------------------------------
No Fear Retail Stores, Inc., and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of California to sell substantially all or all of their assets and
business and their intellectual property assets.

The sale involves the sale of the Debtors' assets and business as
a going concern or a substantial portion thereof, to one or more
purchasers following an auction.  The sale also involves the sale
of the Debtors' IP assets and equity in two affiliates to Brand
Holdings Limited for $6.25 million subject to certain sale
procedures, including an overbid opportunity.

According to David S. Kupetz, Esq., at SulmeyerKupetz, APC, in Los
Angeles, California, the Proposed Purchaser seeks only to buy the
IP Assets and not the Non-IP Assets, which include inventory,
retail operations, or related assets, nor does it seek the
assumption and assignment of any of the Debtors' non-residential
real property leases.

The Proposed Purchaser has agreed to issue a royalty-free license
for the use of the Debtors' "No Fear" trademark and other
intellectual property rights to the Debtors' estates and any
assignee for use in connection with retail and wholesale sale of
product in North America for a period of 180 days, thereafter to
be negotiated by the assignee and Proposed Purchaser.

Mr. Kupetz says the sale of the IP Assets to the Proposed
Purchaser, or an overbidder, in combination with a separate sale
of the Non-IP Assets is projected to result in sufficient proceeds
to satisfy allowed secured claims, administrative expenses and
allowed priority claims in full.  While the Debtors currently
project that, following closing of the sale transactions and
confirmation of a plan of reorganization, allowed general
unsecured claims in the estates of NFRS and Simo Holdings, Inc.,
will receive a cash distribution and have an opportunity for other
recovery, any recovery by the unsecured creditors will be subject
to (1) whether overbids are received increasing the purchase price
for the Debtors' business and assets, (2) the extent of allowed
claims against the Debtors, and (3) the total amount of
administrative expenses incurred in the Debtors' cases.

The Debtors also seek approval of the payment of a break-up fee to
the Proposed Purchaser in the amount of $150,000 in case another
interested party is selected as the highest bidder during the
auction.

The Debtors also seek approval of the payment of an expense
reimbursement not exceeding $100,000 to the Proposed Purchaser
only upon the Court's approval of any successful competing bid for
the IP Assets and the consummation of a sale of the IP Assets to a
competing bidder.

Deadline for the submission of qualified bids is on July 15, 2011.
Competing bidders must make a cash deposit of not less than 5% of
the cash purchase price of the bidder's offer.  For the IP Assets,
the overbid must be in an amount equal to or greater than
$350,000.  Incremental overbids must be in an amount equal to or
greater than $100,000.

With respect to the bids for the Other Assets, there is no minimum
bid but a bidder must make an overbid in an amount equal to or
greater than $100,000.

An auction will be conducted on July 19, 2011.  A hearing on the
sale will be conducted on July 20, 2011.

                        About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NORTEL NETWORKS: Courts Taps Judge Winkler as Sole Mediator
-----------------------------------------------------------
Nortel Networks Corporation disclosed that the Ontario Superior
Court of Justice (the Canadian Court) and the U.S. Bankruptcy
Court for the District of Delaware (the U.S. Court) have appointed
The Honourable Warren K. Winkler, Chief Justice of Ontario, as the
sole mediator (the Mediator) for the mediation that the two courts
directed to be held pending the release of their decisions on the
motions heard by such courts on June 7, 2011 for approval of a
proposed allocation protocol.  The mediation was ordered because
of both courts' concern that the time required to prepare their
decisions would also delay allocation proceedings and, therefore,
distributions to creditors of the various Nortel estates.

The Mediator will have authority, in consultation with the parties
to the mediation, to determine the scope of the mediation, as he
deems appropriate, including the issue of allocation of the sale
proceeds of Nortel's various businesses and patent portfolio, and
global issues relating to allocation and claims.  Participation in
this mediation is mandatory.

The mediation process will be terminated (i) by a declaration by
the Mediator that a settlement has been reached (any such
settlement would be subject to the approval of the Canadian Court
and the U.S. Court, on notice to parties in interest), (ii) by a
declaration by the Mediator that further efforts at mediation are
no longer considered worthwhile, or (iii) for any other reason as
determined by the Mediator.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

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

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

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


NORTEL NETWORKS: Bonds Surge After Patent Sale
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of some bonds issued by Nortel Networks Inc.
stand to recover more than eight times what the securities were
fetching after the Chapter 11 filing in early 2009, if the current
market price holds up.  The price jump resulted from the auction
where a group bid $4.5 billion for Nortel's portfolio of 6,000
patents. The group is composed of Apple Inc., Microsoft Corp.,
Sony Corp., Research In Motion Ltd., Ericsson AB and EMC Corp.
The hearing to approve the sale is scheduled to be held on July 11
simultaneously in courts in the U.S. and Canada.  Proceeds from
the patent auction are on top of the $3 billion Nortel previously
raised from selling most of its other assets and businesses.

                          Bonds Double

Mr. Rochelle said in a separate report that bonds issued by Nortel
Networks Inc. soared July 1 on news that the auction for 6,000
patents brought in $4.5 billion, a 500% increase from the opening
bid.  The 6.875% Northern Telecom Ltd. unsecured notes due 2023
rose 109% in July 1 trading, to close at 69 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The Nortel Networks
10.75% senior guaranteed bonds due July 2016 rose 9.8%, to close
on July 1 at 106 cents on the dollar, Trace reported. The day
before, the bonds closed at 96.5 cents.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

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

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

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


NORTHERN BERKSHIRE: Meeting of Creditors Scheduled for July 22
--------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in Northern Berkshire Healthcare, Inc., et al.'s Chapter 11 case
on July 22, 2011 at 10:00 am (prevailing Eastern Time).  The
meeting will be held at 1350 Main Street, Suite 1112, Springfield,
Massachusetts.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
financial advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.  The Debtors also tapped
Schwartz Hannum PC as their special labor counsel.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHERN BERKSHIRE: GCG Approved as Claims and Noticing Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Northern Berkshire Healthcare, Inc., et al., to employ
GCG, Inc. as their claims, noticing, and balloting agent.

GCG is expected to, among other things:

   a) assist the Debtors with preparation and distribution of all
      required notices in these chapter 11 cases;

   b) receive, examine, and maintain copies of all proofs of claim
      filed in these chapter 11 cases; and

   c) maintain official registers in the Debtors' chapter 11 cases
      by docketing all proofs of claim in the applicable claims
      database that includes information for each claim asserted:

Jeffrey S. Stein, vice president of GCG, told the Court that GCG
received a $40,000 retainer from the Debtors prior to the Petition
Date to be applied for the fees and expenses incurred in relation
to the services.

Mr. Stein assured the Court that GCG is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
financial advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.  The Debtors also tapped
Schwartz Hannum PC as their special labor counsel.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHERN BERKSHIRE: Committee Taps Duane Morris as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Northern Berkshire Healthcare, Inc., et al., asks the
U.S. Bankruptcy Court for the District of Massachusetts for
permission to retain Duane Morris LLP as its counsel.

Duane Morris will, among other things:

   -- assist and advise the Committee in its consultations with
      the Debtors relative to the administration of these
      Chapter 11 cases;

   -- assist the Committee in analyzing the claims of the Debtors'
      creditors and the Debtors' capital structure and in
      negotiating with holders of claims and equity interests; and

   -- assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and of the operation of the Debtors' businesses.

Duane Morris' personnel with primary responsibilities and their
hourly rates are:

         Jeffrey D. Sternklar, partner           $675
          Financial Restructuring Department
         Wendell M.N. Harp, associate            $350
          Financial Restructuring Department

The Committee contemplates Mr. Harp will bill more than will
Mr. Sternklar and accordingly anticipates DM's effective blended
hourly rate would be $495 per hour.  These rates compare favorably
with the rates proposed to be charged by Debtors' counsel.

The hourly rates charged by Duane Morris for professionals and
paraprofessionals employed in its offices are:

         Partners                            $375 - $935
         Special Counsel and Counsel         $300 - $915
         Associates                          $225 - $510
         Paraprofessionals                   $125 - $335

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

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.


NORTHERN BERKSHIRE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Northern Berkshire Healthcare, Inc., filed with the U.S.
Bankruptcy Court for the District of Massachusetts its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $22,957,933
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $43,265,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,114,652
                                 -----------      -----------
        TOTAL                    $22,957,933      $53,379,652

Debtor-affiliates also filed their respective schedules,
disclosing:

Northern Berkshire Healthcare Physicians Group, Inc.
   Assets: $592,070
   Liabilities: $5,588,848

Visiting Nurse Association & Hospice of Northern Berkshire, Inc.:
   Assets: $3,226,514
   Liabilities: $44,536,814

Northern Berkshire Realty, Inc.:
   Assets: $3,841,816
   Liabilities: $44,998,295

North Adams Regional Hospital, Inc.:
   Assets: $70,443,884
   Liabilities: $51,940,512

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.


OCEAN PLACE: Plan Filing Exclusivity Extended Until Oct. 13
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
Ocean Plan Place Development LLC's exclusive periods to propose
and solicit acceptances for a chapter 11 plan until Oct. 13, 2011,
and Dec. 13, respectively.

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., at
Lowenstein Sandler, serves as the Debtor's bankruptcy counsel.
The Debtor tapped Morgan Melhuish Abrutyn as special counsel;
Morgan Melhuish Abrutyn as special litigation counsel, Stephen M.
Herbstman, M.S., C.P.A., as tax accountant, and Coakley & Williams
Hotel Management Company, to cut costs and make changes to the
Company's facility.  The Debtor estimated its assets and debts at
$50 million to $100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP
pursuant to a Loan Agreement dated April 25, 2006, as amended from
time to time, entered into by and between the Debtor as borrower
and Barclays Capital Real Estate Inc. as lender.

No official unsecured creditors' committee was appointed in the
case.


OUTSOURCE HOLDINGS: MidSouth Bancorp OK'd to Buy Jefferson Bank
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in a
sale hearing held June 27, 2011, authorized Outsource Holdings,
Inc., to sell Jefferson Bank, to MidSouth Bancorp Inc.

As reported in the Troubled Company Reporter on April 6, the
Debtor's only significant asset is its ownership of all of the
outstanding capital stock of Jefferson Bank, which is a state bank
with five branch locations in the Dallas/Fort Worth metroplex.
The Debtor's only significant liabilities are its obligations to
the holders of debt instruments issued by the Debtor.  There are
three groups of creditors -- (i) holders of notes issued in 2010
owed  $200,000; (ii) holders of notes issued in 2009, who have
claims for $7,000,000 and (iii) statutory trusts holding notes in
the amount of $5,000,000, which are contractually subordinated to
other creditors.

MidSouth Bancorp, Inc.'s subsidiary, MidSouth Bank, N.A., has
entered into an agreement with Jefferson Bank and First Bank &
Trust Company to acquire five Jefferson Bank branches located in
the Dallas-Fort Worth, Texas area.  As part of the branch
acquisition, MidSouth expects to acquire approximately $70 million
in loans and to assume over $150 million in deposits.  MidSouth
anticipates that the acquisition will be completed before July 31,
2011.

The Debtor was assisted by Commerce Street Capital, LLC, in
marketing its assets.

                     About Outsource Holdings

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

Outsource Holdings believes that a sale/merger of its interests in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of this asset for this bankruptcy estate and
its creditors.  The Debtor has been unable to obtain consent from
its creditors to conduct a sale or merger outside of bankruptcy.

Since Outsource Holdings believes that a sale before August 2011
is necessary to avoid significant and sudden further declines in
the value of its interests in Jefferson Bank, Outsource Holdings
believes its fiduciary duties to its creditor body as a whole
required the initiation of the bankruptcy case.

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

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

No creditors' committee has been appointed in the case.


OWENS CORNING: PI Trust Sells 7MM Shares to JPMorgan, et al.
------------------------------------------------------------
In a Form 8-K filing with the U.S. Securities and Exchange
Commission, Owens Corning reported that on May 2, 2011, it entered
into a purchase agreement with the Owens Corning/Fibreboard
Asbestos Personal Injury Trust and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and J.P. Morgan Securities LLC, pursuant to
which the Trust sold to the Underwriters 7,000,000 shares of the
Company's common stock, par value $0.01 per share, at a price of
$36.90 per share.

The Company will not receive any proceeds from the sale of the
Shares.

A full-text copy of the Purchase Agreement is available at the
SEC at http://ResearchArchives.com/t/s?7664

The offering of the Shares was registered under the Securities
Act of 1933, as amended, pursuant to the Company's shelf
registration statement on Form S-3 and the related prospectus
supplement and accompanying prospectus.

A copy of the Prospectus on the stock sale is available at the
SEC at http://ResearchArchives.com/t/s?7666

In accordance with the Purchase Agreement, the PI Trust also
entered into a letter agreement -- the "Lock-up Agreement" --
with the Underwriters pursuant to which the Trust agreed that,
for the 90-day period after May 2, 2011, the Trust will not,
without the prior written consent of the Underwriters, offer,
pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any
option, right or warrant for the sale of, or otherwise dispose of
or transfer any shares of Common Stock or exercise any right with
respect to the registration of any shares of Common Stock or
enter into any swap or other agreement or transaction that
transfers, in whole or part, directly or indirectly, the economic
consequences of the ownership of the Common Stock.

A full-text copy of the Lock-Up Agreement is available at the SEC
at http://ResearchArchives.com/t/s?7665

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection (Bankr. D. Del. Case.
No. 00-03837) on Oct. 5, 2000.  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.


PACESETTER FABRICS: Bank Requires Sale of Obsolete Inventory
------------------------------------------------------------
Pacesetter Fabrics LLC and Cathay Bank entered into a stipulation
for the Debtor's interim use of the bank's cash collateral through
Sept. 16, 2011, and the grant of adequate protection.

The Stipulation requires the Debtor and Rock to identify obsolete
inventory and formulate a program by July 17 to sell the inventory
by September, to pay the bank an additional minimum payout of
$400,000 over and above all of the payments due to the lender.

The bank consents to Pacesetter's payment of $150,000 as retainer
to the Debtor's bankruptcy counsel.

Upon execution of the Stipulation, the Debtor paid the bank
$250,000.  The deal requires the Debtor to pay $10,000 to the bank
each week beginning June 27.

The bank asserts that it is owed $12.6 million in the aggregate
plus attorneys' fees and costs as of June 17, 2011, under various
prepetition secured loan agreements with the Debtor.

The debt includes a $17.5 million loan under a 2009 agreement
among Pacesetter, its affiliate Rock L.A. Fashion LLC, and the
bank.  The Debtor and Rock defaulted on the loan by failing to
make payment due December 2009.  In February 2010, the parties
executed a forbearance agreement; the lender also provided a $4.3
million term loan to pay down the prior loan.  The term loan was
due April 30, 2011.  The Debtor and Rock defaulted on the loans by
failing to make required payments and violating disclosure
requirements.

The Debtor is also a guarantor under a $2 million loan extended by
the bank to Ramin Namvar, the manager of both the Debtor and Rock.
Mr. Namvar is also in default of his loan.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011, estimating assets and
debts of $10 million to $50 million.  Judge Ernest M. Robles
presides over the case.  The Debtor is represented by:

          Brian L. Davidoff, Esq.
          C. John M. Melissinos, Esq.
          Claire E. Shin, Esq.
          RUTTER HOBBS & DAVIDOFF INCORPORATED
          1901 Avenue of the Stars, Suite 1700
          Los Angeles, CA 90067
          Telephone: (310) 286-1700
          Facsimile: (310) 286-1728
          E-mail: bdavidoff@rutterhobbs.com
                  jmelissinos@rutterhobbs.com
                  cshin@rutterhobbs.com

Brian Wygle -- Brian@lazarusresources.com -- president of Lazarus
Resources Group, LLC, a corporate turnaround consultant, assists
Pacesetter with its turnaround and reorganization efforts and the
financial affairs and management of the Company.

Cathay Bank is represented by:

         Michael Gerard Fletcher, Esq.
         Marshall J. August, Esq.
         Nicholas A. Merkin, Esq.
         FRANDZEL ROBINS BLOOM & CSATO, L.C.
         6500 Wilshire Blvd., 17th Floor
         Los Angeles, CA 90048
         Fax: 323-651-2577
         E-mail: mfletcher@frandzel.com


PACESETTER FABRICS: Sec. 341 Creditors' Meeting on July 18
----------------------------------------------------------
The Office of the United States Trustee for Region 16 will hold a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
bankruptcy case of Pacesetter Fabrics, LLC, on July 18, 2011, at
2:15 p.m. at RM 2612, 725 S Figueroa St., in Los Angeles.

The last day to oppose discharge or dischargeability is Sept. 16,
2011.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011, estimating assets and
debts of $10 million to $50 million.  Judge Ernest M. Robles
presides over the case.  The Debtor is represented by Brian L.
Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E. Shin,
Esq., at Rutter Hobbs & Davidoff Incorporated, as bankruptcy
counsel.  Brian Wygle, president of Lazarus Resources Group, LLC,
a corporate turnaround consultant, assists Pacesetter with its
turnaround and reorganization efforts and the financial affairs
and management of the Company.

Secured lender Cathay Bank is represented by Michael Gerard
Fletcher, Esq., Marshall J. August, Esq., and Nicholas A. Merkin,
Esq., at Frandzel Robins Bloom & Csato, L.C.


PACIFIC LUMBER: 5th Circuit Nears Decision on Plan Rehearing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the buyers of Scotia Pacific Co. and affiliate
Pacific Lumber Co. may learn soon whether all judges on the U.S.
Court of Appeals in New Orleans will allow reargument over an
October opinion by a three-judge panel that boosted the price for
the California timberland business.  Marathon Structured Finance
Fund LP and Mendocino Redwood Co. bought Scotia and Palco under a
Chapter 11 plan for $580 million in cash and the conversion of
$160 million of debt into equity.

Mr. Rochelle recounts that in last year's opinion, Chief Judge
Edith H. Jones of the 5th Circuit in New Orleans overturned two
lower courts and in substance told the buyers they must pay an
extra $29.7 million because the bankruptcy judge made a mistake in
calculating the amount owed to secured lenders for use of their
collateral during the Chapter 11 case.

The buyers, according to the report, filed papers in November
asking all active judges on the Circuit Court to rehear the case
and reverse the opinion by the Chief Judge.  In mid-June, the
circuit court directed the bondholders to file a brief opposing
rehearing.  The papers were filed July 1.

Bloomberg relates that the bondholders contend the opinion by
Judge Jones on an issue known as equitable mootness broke no new
ground and was in accord with prior opinions by the 5th Circuit.
They argued in their papers on July 1 that "equitable mootness is
concerned with effects on third parties not before the court, not
on parties that devise the plan of reorganization."

                       About Pacific Lumber

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

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

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

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

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

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

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

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


PALMDALE HILLS: Lehman Judge OKs SunCal Use of Cash Collateral
--------------------------------------------------------------
Lehman Commercial Paper Inc. and SunCal entities obtained approval
from Judge James Peck of the United States Bankruptcy Court for
the Southern District of New York of a stipulation modifying the
automatic stay to the extent it applies to them.

The SunCal Debtors are composed of Palmdale Hills Property LLC,
Acton Estates LLC, SunCal Bickford Ranch LLC, SunCal Emerald
Meadows LLC, SunCal Summit Valley LLC and Tesoro SF LLC.  They
have Chapter 11 cases pending in the United States Bankruptcy
Court for the Central District of California.

The Lehman Entities, as lenders, and as agents for all lenders
under applicable loan documents, assert secured claims against
the SunCal Debtors that approximate $2.3 billion, and include
within the scope of the pledged collateral certain real and
personal property owned by the SunCal Debtors.

Certain of the SunCal Debtors maintain bank accounts containing
cash or cash equivalents, which the Lehman Entities assert are
subject to perfected liens and therefore constitute the Lehman
Entities' "cash collateral" under Section 363 of the Bankruptcy
Code.  The SunCal Debtors dispute that contention, and assert
that the cash and cash equivalents -- the "Alleged Unencumbered
Cash" -- are not subject to perfected liens of the Lehman
Entities, and therefore, do not constitute "cash collateral"
under Section 363.

The Parties have negotiated and filed a stipulation with the
California Bankruptcy Court relating to the issue.  Under the
California Stipulation, the Lehman Entities consent to the use by
each SunCal of the Alleged Unencumbered Cash held by each of the
SunCal Debtor.  The Parties also agreed that repayment of the
Alleged Unencumbered Cash funding amount as administrative
expense claims under certain circumstances.

In the New York Stipulation, the Parties agree that the automatic
stay pursuant to Section 362 of the Bankruptcy Code is modified
solely to permit LCPI to enter into the California Stipulation
and undertake any actions contemplated to be taken by LCPI in
connection therewith, provided that nothing in the New York
Stipulation will require any party to enter into the California
Stipulation.  Except as provided in the New York Stipulation, and
to the extent the automatic stay applies, the provisions of
Section 362(a), including those provisions prohibiting any act to
collect, assess, or recover a claim that arose prepetition from
LCPI's bankruptcy estate and assets or property of LCPI will
remain in full force and effect.

Notwithstanding anything to the contrary, the New York
Stipulation is without prejudice to, and does not constitute a
waiver of, any rights, claims or privileges of the Parties with
respect to any issues that are not expressly addressed in the New
York Stipulation.  Specifically, and for the avoidance of doubt,
the Parties reserve all rights in connection with the Alleged
Unencumbered Cash, and all aspects of pending litigation among
the Parties, including any matters involving equitable
subordination or substantive consolidation.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                     About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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, Judge 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 has 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.

                International Operations Collapse

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

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

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


PEGASUS RURAL: Meeting of Creditors Scheduled for July 20
---------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Pegasus Rural Broadband' LLC, et al.'s Chapter 11 case on
July 20, 2011, at 1:00 p.m.  The meeting will be held at the J.
Caleb Boggs Federal Building, 2nd Floor, Room 2112, Wilmington,
Delaware.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Jonathan M.
Stemerman, Esq., Neil Raymond Lapinski, Esq., and Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, serve as counsel to the
Debtor.  Epiq Systems, Inc., is the claims and notice agent.  NHB
Advisors Inc. serves as their financial advisors.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.


PERIAMA HOLDINGS: Fitch Assigns 'B' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned US-based Periama Holdings LLC a Long-
Term Foreign-Currency Issuer Default Rating of 'B'. The Outlook is
Stable. The agency has also assigned PHL's US$75 million senior
secured long-term debt a rating of 'B' and a recovery rating of
'RR4'.

The FC IDR benefits from a one-notch uplift on account of
potential support from JSW Steel Limited (JSWS -- one of the
largest steel producers in India). Fitch has assessed the linkages
between PHL and JSWS as moderate and believes that the latter will
provide support to PHL, if required.

The ratings reflect PHL's small size mining operations and that
most of its mines have a reserve life of less than 10 years.
However, Fitch notes that the company's largest mine has a reserve
life of around 85 35 years based on current estimated levels of
operations. The rating factors into the fact that only two of
PHL's mines are operational, which constitute small portion of the
reserves; one more mine is expected to be operational within the
next two months. PHL is obtaining permits, and expects majority of
its mines to be operational by FY12 (financial year ending 31
March 2012). PHL's operational costs are likely to be in the
fourth quartile given the small scale of operations.

JSWS acquired PHL's mining interests along with its railway load
out and barge facility in May 2010 to secure its coking coal
requirements. PHL is expected to contribute around 25%-30% to
JSWS's coking coal requirements by FY14. It has entered into an
off-take agreement with JSWS for its entire metallurgical coal
output. This coupled with strong metallurgical coal prices driven
by the current supply constraints is expected to benefit PHL.

A positive rating action may result from successful
operationalization of all PHL's mines. However, any significant
delay in operationalization of mines and/ or a sharp fall in
metallurgical coal prices resulting in deterioration of PHL's
profits may have a negative impact on the ratings. Also, any
weakening of PHL's linkages with JSWS or the latter's inability to
provide support may result in a negative rating action.

PHL holds mining interest in seven coal mines in West Virginia,
USA. The total reserve of these mines is estimated at 52.4 million
of coal, while the resource is estimated at 196.1m.


PIONEER NATURAL: Fitch Affirms Issuer Default Rating at 'BB+'
-------------------------------------------------------------
Fitch Ratings has affirmed these ratings for Pioneer Natural
Resources:

   -- Issuer Default Rating (IDR) at 'BB+';

   -- Senior Unsecured Notes and Credit Facility at 'BB+'.

The Rating Outlook is Stable. Approximately $2.7 billion of debt
is affected.

Pioneer's ratings continue to be supported by the company's long-
lived onshore reserve base; positive production outlook stemming
from volumetric production payment expirations and increased
capital spending levels. They are also supported by the continued
cash flow and liquidity support stemming from the company's
sizable hedging program, high oil and natural gas liquids prices,
proceeds from the Tunisia sale during the first quarter and from
the joint venture with Reliance Industries Limited. While nearly
all credit metrics have improved due to improved operational
performance at the company and as a result of high liquids prices,
continued improvement would need to be seen for positive future
rating action. Continued improvements in debt metrics (both
debt/EBITDA and debt/flowing barrel of production) could be
catalysts for future positive rating action.

Credit metrics continue to improve as of March 31, 2011 reflecting
reduced debt levels, positive free cash flow generation and
improving levels of EBITDAX (earnings before interest, taxes,
depreciation, amortization and exploration expense) stemming from
higher commodity price realizations and the company's vertical
integration efforts which are helping to reduce well costs.
Looking forward, Fitch expects Pioneer to benefit from significant
existing hedges, increasing production levels and the potential
for additional debt reductions and VPP amortizations. While FCF is
expected to be negative in 2011, debt levels should remain stable
as the company is working to reinvest the proceeds from the
company's Tunisian asset sale which closed in February 2011.

For the latest 12 months ending March 31, 2011, Pioneer's EBITDAX
was $1.25 billion which resulted in interest coverage of 6.3 times
(x) and leverage, as measured by debt-to-EBITDAX, of 2.1x. At
year-end 2010, exploration and production (E&P) debt/boe (barrels
of oil equivalent) of proven reserves was $2.81/boe ($.47/mcfe
[thousand cubic feet equivalent]) and E&P debt/boe of proven
developed reserves was $4.92/boe ($.82/mcfe). While these metrics
remain very strong for the rating category, E&P debt/flowing
barrel ended the year at $23,164, inline with the current rating
category. It is important to note that E&P debt/boe metrics
include asset retirement obligations and remaining VPP debt
levels. Pioneer generated a negative $341 million of FCF during
the LTM period.

Fitch continues to expect Pioneer to generate negative free cash
flows in 2011 as a result of the company's announcement to
increase its capital expenditure program and reinvest proceeds
from the Tunisian asset sale. Improved operating cash flows are
being further supported by falling VPP obligations, increased
hedging activity and the company's joint venture and associated
drilling carry with Reliance. As a result, Pioneer is expected to
grow production and reserves associated with the company's oil and
liquids rich assets. While Pioneer's credit profile has continued
to improve, rising debt levels (given the current asset base and
production profile) or leveraging acquisitions or share
repurchases could be a catalyst for negative rating action.

Pioneer maintains liquidity from cash and equivalents ($520.7
million at March 31, 2011); its $1.25 billion credit facility (un-
drawn on March 31, 2011); and operating cash flows of $1.1 billion
during the LTM period which are supported by significant hedge
positions. Current maturities are minimal; however, effective
April 1, 2011 the company's 2.875% convertible senior notes became
convertible at the option of the holders on March 31, 2011.
Conversion would result in cash payments for the face value ($480
million) and the payment of approximately 2.9 million shares
(valued at $295.4 million on March 31, 2011).

Pioneer's new credit facility does not come due until March 2016
(a $1.25 billion facility with no outstanding borrowings and $65.1
million of undrawn letters of credit). In addition, since Fitch
includes 100% of VPP balances in the debt calculations, debt
levels will fall associated with VPP amortizations going forward.
This includes approximately $44.3 million in 2011. Total VPP
obligations at March 31, 2011 were $75.9 million.

Additional liquidity is available to the company as a result of
Pioneer Southwest. The presence of the master limited partnership
benefits the parent company because of its ability to 'drop down'
or sell assets to the MLP and the existence of a $300 million
revolving credit facility at the MLP to finance these purchases.
Note that the MLP currently has $85 million of outstanding
borrowings on the facility. Additionally, Pioneer has the ability
to sell additional units in the MLP to the public to raise
additional capital without diluting Pioneer shareholders (Pioneer
continues to own approximately 61.9% of LP units while also
retaining the 0.1% GP units).

Liquidity remains strong at Pioneer, and the company remains in
compliance with all debt covenants. All of Pioneer's borrowings
have covenants, with the most restrictive covenants being
associated with the company's senior unsecured credit facility.
Pioneer's new $1.25 billion senior unsecured credit facility
contains a net present value of the company's oil and gas
properties to total debt minimum of 1.75x and a total debt-to-book
capitalization maximum of 60%. Should the company achieve an
investment grade rating, the NPV covenant would fall away.


PJ FINANCE: Asks for Nov. 15 Plan Filing Extension
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports PJ Finance Co. LLC, the owner of 9,500 apartment units in
32 projects, says it's entitled to an extension of the exclusive
right to propose a Chapter 11 plan given how much it has been tied
up in litigation with the secured lender since the Chapter 11 case
began in March.  PJ cites the lender's objection to the use of
cash, the lender's motion to dismiss the Chapter 11 case, and the
lender's objection to the retention of a financial adviser.

Mr. Rochelle relates that at a July 20 hearing, the company will
ask the judge to extend the exclusive right to propose a plan
until Nov. 15.  Torchlight Loan Services LLC, the special servicer
for $475 million in mortgage-backed securities, contended that
PJ's proposed financing is nothing except an effort to "entrench
insiders" and "maintain control of the case." As grounds for
dismissal of the case, Torchlight argued that the Chapter 11
filing wasn't made in good faith.  Trade suppliers are owed
$4.4 million, according to court papers.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  The Debtor
also tapped Angell Palmer & dodge LLP as its local Delaware
counsel, Kurtzman Carson Consultants, LLC, as its claims and
notice agent.

An official committee of unsecured creditors has been named in the
case.  Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the committee as lead counsel.
Richard Scott Cobb, Esq., and William E. Chipman, Jr., Esq., at
Landis Rath & Cobb, in Wilmington, Del., serve as the committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PRESIDENTIAL REALTY: Receives Delisting Notice From NYSE AMEX
-------------------------------------------------------------
Presidential Realty Corporation had received a notice from the
Exchange, indicating that the Company is not in compliance with
the Exchange's continued listing standard set forth in Section
1003(a)(iii) of the Exchange's Company Guide due to having
stockholders' equity of less than $6,000,000 at March 31, 2011 and
losses from continuing operations in its five most recent fiscal
years ended December 31, 2010.

As permitted by the Exchange, the Company currently expects to
submit a plan to the Exchange by July 18, 2011 that demonstrates
the Company's ability to regain compliance with the listing
standard of Section 1003(a)(iii) of the Exchange's Company Guide
by December 17, 2012.  If the plan is accepted, the Company may be
able to continue its listing during the remediation period, during
which time it will be subject to periodic review to determine
whether it is making progress consistent with the plan.  The
Company's Class B common stock continues to trade under the symbol
"PDL-B" but the symbol will become subject to the indicator
extension ".BC" to denote the Company's noncompliance with the
Exchange's listing standard.  The Company's Class A common stock
trades in the over the counter market under the symbol PDNLA.

                    About Presidential Realty

Presidential Realty Corporation, a real estate investment trust
whose shares are traded on the NYSE AMEX LLC (PDL-B) and the over
the counter market (PDNLA), is engaged principally in the
ownership of income-producing real estate and in the holding of
notes and mortgages secured by real estate or interests in real
estate. On January 20, 2011, Presidential stockholders approved a
plan of liquidation, which provides for the sale of all of the
Company's assets over time and the distribution of the net
proceeds of sale to the stockholders after satisfaction of the
Company's liabilities.  As an alternative to the Plan of
Liquidation, the Company has continued to consider various
strategic alternatives in an attempt to maximize shareholder
value, including a merger or consolidation with another company, a
tender offer for the Company's shares, or other transaction
involving a change in control of the Company, all of which would
involve, among other matters, the acquirer intending to have the
Company acquire new real estate assets and expand its operations.
Although the Company has in the past negotiated and is currently
negotiating with respect to potential strategic transactions, to
date, no appropriate opportunity has been obtained. There can be
no assurance that the Company will be able to sell any of its
assets at prices that the Board of Directors deems fair or that
the Company will be able to enter into a satisfactory strategic
transaction.


QUINCY MEDICAL: To Sell Hospital to Steward via Chapter 11
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Quincy Medical Center Inc., the operator of a 196-bed
acute-care hospital in Quincy, Massachusetts, filed a Chapter 11
petition to sell the operation to Steward Health Care System LLC
for $38 million plus the assumption of $8.6 million in
liabilities.

Mr. Rochelle relates that the sale price will be tested with an
auction. Boston-based Steward promises to make $34 million in
capital improvements.

Quincy Medical Center, Inc., doing business as Quincy Hospital,
together with two affiliates, sought Chapter 11 protection (Bankr.
D. Mass. Case No. 11-16394) on July 1, 2011.  John T. Morrier,
Esq., at Casner & Edwards, LLP, in Boston, serves as counsel to
the Debtors.

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


ROBERTS LAND: Decker Law Firm OK'd to Handle Reorganization Case
----------------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Roberts Land & Timber Investment
Corp., to employ The Decker Law Firm, P.A., as its bankruptcy
counsel.

Lake City, Florida-based Union Land & Timber Corp. and affiliate
Roberts Land & Timber Investment Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Fla. Case Nos. 11-03853 and 11-03851) on
May 25, 2011.  Judge Paul M. Glenn presides over the cases.
Andrew J. Decker, III, Esq., at The Decker Law Firm, P.A., serves
as bankruptcy counsel.  The Debtor disclosed $2,376,170 in assets
and $11,945,819 in liabilities as of the Chapter 11 filing.  The
petition was signed by Avery C. Roberts, president.


ROUND TABLE: Asks for Independent Evaluation of Plan
----------------------------------------------------
Dow Jones' DBR Small Cap reports that attempting to diffuse a
nasty fight with creditors, Round Table Pizza Inc. asked a
California bankruptcy judge to appoint a financial expert to look
over the restaurant chain's reorganization plan.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as its auditor and accountant,
Farella Braun + Martel LLP as counsel for the special purpose of
providing non-bankruptcy corporate law and general litigation
services, Littler Mendelson P.C. to advice on employment law
matters, Huntley, Mullaney, Spargo & Sullivan Inc. as its real
estate consultant, Snell & Wilmer, LLP to advise and represent the
Debtor in matters related to franchise law, and Hinman &
Carmichael LLP as Beverage Law counsel.

Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

On Feb. 22, 2011, the Acting U.S. Trustee appointed an official
committee of unsecured creditors.  The committee has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.


SAINT VINCENTS: Settles Contract Claim for $1.2 Million
-------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that a New York bankruptcy
judge on Friday approved a settlement between Saint Vincent
Catholic Medical Centers and a Siemens AG subsidiary, allowing the
bankrupt hospital to pay $1.2 million in accordance with a
contract for computer software and services.

In 2010, Siemens Healthcare Diagnostics Inc. tried to force St.
Vincent's to pay it for software and services it called vital to
the hospital's operations.

                       About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case Nos. 05-14945 through 05-14951) on July 5, 2005.

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SANTA ROSA BAY: Fitch Downgrades Revenue Bonds to 'D'
-----------------------------------------------------
Fitch Ratings has downgraded the underlying rating on
approximately $115.9 million in outstanding Santa Rosa Bay Bridge
Authority, FL (the authority) revenue bonds, series 1996 to 'D'
from 'C'. A 'D' rating on Fitch's scale reflects a bankruptcy
filing, payment default, or coercive debt exchange. Fitch
downgraded the bonds to 'C' in June 2010.

Rating Rationale:

The downgrade reflects the authority's non-payment of the required
$5,009,687.50 of principal and interest due on the bonds on the
July 1, 2011 payment date. Due to authority's extremely
constrained financial profile, stemming from continued poor
traffic and revenue performance, cash flow from operations has
been insufficient to make debt service payments requiring the
authority to repeatedly draw on the debt service reserve fund. The
trustee does currently hold $4.21 million, of which $2.09 million
is in the remaining debt service reserve fund and $2.12 million in
the interest account.

Security:

The bonds are secured by the pledge of gross revenues of the
authority. Moneys paid by Florida Department of Transportation
(FDOT) under the lease purchase agreement are not included in the
gross revenues.

Credit Summary:

The authority's revenue generating asset is the Garcon Point
Bridge, which traverses the Pensacola Bay from Garcon Point on the
mainland to the Gulf Breeze Peninsula to the south. The toll
facility extends from US 98 to the south to I-10 to the north,
covering approximately 12 miles.

Year-over-year traffic declines since July 2007 resulted in the
authority being placed on Rating Watch Negative in fiscal 2008
(fiscal year ends June 30). Since this time, traffic has continued
to decline (down 13.3%, 8.6% and 4.1% year-over-year for fiscal
2008, 2009 and 2010, respectively). Overall traffic has been
considerably lower than the original plan of finance, with the
authority's initial 1996 forecast projecting 3.6 million
transactions in fiscal 2010 versus actual performance of 1.3
million, approximately 36% of originally forecasted levels.
Traffic has continued to decline, albeit at a slower rate, down
2.6% for the first 10 months of fiscal 2011 (through April). The
decline is largely attributed to the oil leak in the Gulf of
Mexico and due to continued economic weakness.

As part of its plan of finance, the authority implemented a $0.25
toll increase in January 2011 to partially mitigate revenue
shortfalls. Although revenues increased by 5.2% between January
and April versus the same time period in 2010, cash flow from
operations were insufficient to cover all debt service costs.
Additional toll increases are currently contemplated for 2014 and
2017; however, the escalating debt profile and current level of
traffic make continued performance beyond this point unlikely. The
existence of two free alternative routes (Pensacola Bay Bridge/US
98 to West, and State Route 87 to the East, currently being
expanded from two lanes to four) will increasingly limit any
remaining ratemaking flexibility.

Under a lease purchase agreement with the authority, FDOT pays
operating and maintenance (O&M) expenses for the bridge and remits
all tolls collected to the authority as lease payments. The term
of the lease runs through the life of the bonds and terminates in
2028, at which point FDOT will own the bridge. Though the current
agreement states that FDOT is to be reimbursed annually from toll
revenues for payment of O&M, these reimbursements are deeply
subordinated to debt service and roll over the to the following
year should sufficient revenues be unavailable. FDOT has paid O&M
expenses since the project's inception and is expected to do so
for the foreseeable future. The authority's total liability to
FDOT as of fiscal 2010 year end includes O&M advances of $15.1
million accrued as long-term debt and $7.9 million from non-
interest-bearing Toll Facility Revolving Trust Fund loans made to
the authority to cover initial bridge design costs.


SIGNATURE STYLES: U.S. Trustee, Committee Oppose Sale Terms
-----------------------------------------------------------
The trustee overseeing the case of Signature Styles told a judge
that Signature Styles, a division of private equity firm Patriarch
Partners that was formed to purchase Spiegel Brands two years ago,
shouldn't receive approval of its proposed bidding procedures.

According to those procedures, Artemiss LLC, a newly-formed
division of private equity firm Patriarch Partners, would become
the stalking horse bidder in exchange for assumption of $30
million in debt and as much as $10 million in other liabilities.

According to court documents, the official committee of unsecured
creditors appointed in the case is "gravely concerned that the
sale process currently proposed by the debtors is woefully
deficient, crafted solely to benefit Patriarch, provides no
benefit to the debtors' estates and is nothing more than half-
hearted window dressing intended to cloak Patriarch's efforts to
cleanse the debtors' balance sheet of unsecured indebtedness with
the appearance of fairness and equity."

According to the report, Chris Kampe, managing director for
investment firm Tully & Holland, says when the court chooses a
stalking horse bidder, which is what Patriarch is trying to be, it
then moves to a 11 U.S.C. Sec. 363 sale auction -- whereby
multiple parties invited to the auction could outbid Artemiss, or
whoever is designated the stalking horse bidder, by an agreed upon
amount and buy the company.

If no one outbids Artemiss, then Artemiss wins the auction at
the agreed upon price, Mr. Kampe says.  If another party outbids
Artemiss, then Artemiss would receive a breakup fee of $300,000 --
which the trustee called too high an amount.

                      About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.

Roberta A. Deangelis, United States Trustee for Region 3, under 11
U.S.C. SEC 1102(a) and (b), appointed the following amended
unsecured creditors who are willing to serve on the Official
Committee of Unsecured Creditors of Signature Styles LLC.


SMOKY MOUNTAIN: Keith L. Edmiston OK'd as Bankruptcy Counsel
------------------------------------------------------------
The Hon. Richard Stair of the Bankruptcy Court for the Eastern
District of Tennessee authorized Smoky Mountain Motels, Inc., to
employ Keith L. Edmiston, Esq. as counsel.

Mr. Edmiston, Esq., at Gribble Carpenter & Associates, will
represent the Debtor in the Chapter 11 proceedings.

Mr. Edmiston charges $200 an hour for his services.

To the best of the Debtor's knowledge, Mr. Edmiston does not
hold any adverse interest to the estate and is a disinterested
person within the meaning of 11 U.S.C. Sec. 101(14).

                    About Smoky Mountain Motels

Smoky Mountain Motels, Inc., operates a namesake motel and
convention center in Pigeon Forge, Sevier County, Tennessee.  It
filed a voluntary Chapter 11 petition (Bankr. E.D. Tenn. Case No.
11-32571) on May 27, 2011.  The Debtor disclosed $9,749,990 in
assets and $7,797,785 in liabilities as of the Chapter 11 filing.
The petition was signed by Kenneth M. Seaton, president.

Judge Richard Stair Jr. presides over the case.  The Debtor is
represented by Keith L. Edmiston, Esq., at Gribble Carpenter &
Associates.  GreenBank, the cash collateral lender, is represented
by lawyers at The Miller Law Firm PLLC.


SMOKY MOUNTAIN: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Smoky Mountain Motels, Inc., filed with the Bankruptcy Court for
the Eastern District of Tennessee its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,000,000
  B. Personal Property            $1,749,990
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,781,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $735
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $16,050
                                 -----------      -----------
        TOTAL                     $9,749,990       $7,797,785

                    About Smoky Mountain Motels

Smoky Mountain Motels, Inc., operates a namesake motel and
convention center in Pigeon Forge, Sevier County, Tennessee.  It
filed a voluntary Chapter 11 petition (Bankr. E.D. Tenn. Case No.
11-32571) on May 27, 2011.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Kenneth M. Seaton,
president.

Judge Richard Stair Jr. presides over the case.  The Debtor is
represented by Keith L. Edmiston, Esq., at Gribble Carpenter &
Associates.  GreenBank, the cash collateral lender, is represented
by lawyers at The Miller Law Firm PLLC.


TERRESTAR NETWORKS: Loral Files Lone Major Objection to Sale
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TerreStar Networks Inc. will ask the bankruptcy judge
at a hearing today, July 7, to approve the sale of the business to
Dish Network Corp. for $1.38 billion.

According to the report, the only significant objections are from
subsidiaries of Loral Space & Communications Inc. and AT&T Inc.
New York-based Loral built two satellites, one already in orbit.
It claims $43 million in arrears must be paid for the contracts to
continue after the Dish acquisition.  TerreStar has admitted owing
only $5.6 million.  AT&T, based in Dallas, contends that $23,000
must be paid for its contracts to continue.

                     About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TRIBUNE CO: Proposes Ernst & Young as Auditor
---------------------------------------------
Tribune Co. and its units seek the Bankruptcy Court's permission
to employ Ernst & Young LLP as the accounting firm, as the term is
defined in a formation agreement.

The Debtors also seek permission from the Court to enter into an
engagement letter with Ernst & Young and Ricketts Acquisition.

Pursuant to the Formation Agreement dated August 21, 2009 among
Rickets Acquisition LLC; RAC Education Trust OCA, LLC; Tribune;
Chicago National League Ball Club, LLC; Wrigley Field Premium
Ticket Services, LLC; Diana-Quentin, LLC; Tribune Sports Network
Holdings, LLC and Chicago Cubs Dominican Baseball Operations,
LLC, whereby Chicago Baseball Holdings, LLC was created to effect
various transactions.  Under the Formation Agreement, the
business and assets of the Chicago Cubs Major League Baseball
franchise were contributed to New Cubs LLC and certain cash
distributions were made to CNLBC.

Pursuant to the Formation Agreement, the Debtors and Rickets
Acquisition have chosen to retain E&Y to review and resolve
certain issues set forth in a notice of disagreement.

As the accounting firm, Ernst & Young will:

  * review and consider initial briefs and relevant data,
    reports, work papers correspondence, affidavits, exhibits,
    and others that Tribune and Ricketts Acquisition submit in
    support of their positions;

  * review and consider Tribune's and Ricketts Acquisition's
    rebuttal briefs to the initial submissions, which will be
    limited in scope to the specific matters or arguments
    addressed in the other party's initial brief;

  * submit supplemental questions to Tribune and Ricketts
    Acquisition;

  * review and consider the parties' responses to E&Y's
    supplemental questions;

  * prepare and issue a final determination letter.

The Debtors assure the Court that the dispute resolution services
the Engagement Letter contemplates will not be duplicative of
those services any of the Debtors' currently-retained
professionals provide.

The parties will pay E&Y's professionals according to their
customary hourly rates:

     Title                                Rate per Hour
     -----                                -------------
     Partner/Principal/Executive Director      $975
     Senior Manager                            $740
     Manager                                   $595
     Senior                                    $430
     Staff                                     $300

E&Y will also be reimbursed for expenses incurred or to be
incurred.

E&Y will begin work upon receiving a $25,000 retainer from each
party that will be applied to the firm's last invoice or refunded
to the extent the invoice is less than the amount of the
remaining retainer.

In connection with the engagement of E&Y to act as the Accounting
Firm, Tribune and Ricketts Acquisition have also entered into a
Side Letter.  The Side Letter provides that while the Parties'
obligations to indemnify E&Y under the Engagement Letter are
joint and several, Tribune and Ricketts Acquisition agree that as
between Tribune and Ricketts Acquisition, each of Tribune and
Ricketts Acquisition will bear 50% of the indemnification
obligations, provided that in the event a third party initiates a
claim that results in indemnification obligations solely on the
basis of a relationship with only one of Tribune or Ricketts
Acquisition, that party will bear 100% of the indemnification
obligation.

Gregory E. Wolski, a partner at E&Y, discloses that Foley &
Lardner LLP represents Ricketts Acquisition in connection with
the proposed engagement.  Foley has represented or currently
represents E&Y in litigation matters and has represented and
currently represents E&Y with respect to bankruptcy retention,
and avoidance action issues.  All those matters are unrelated to
the Debtors and their bankruptcy cases, he says.  Moreover,
McDermott Will & Emery LLP represents Tribune in connection with
the proposed engagement.  MWE has provided and currently provides
tax advice to E&Y and has represented or currently represents E&Y
in matters unrelated to the Debtors, he points out.

Mr. Wolski maintains that E&Y remains a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Revives Talks to Buy Orange County Register
-------------------------------------------------------
Tribune Co. revived talks with Freedom Communications Inc. to
purchase the Orange County Register in California, Lynne Marek of
Crain's Chicago Business reports.

The development comes as negotiations with MediaNews Group Inc.
on the sale of Freedom's flagship paper fell through, according
to people familiar with the talks, the report cites.

Tribune's bid however could be complicated with its ongoing
bankruptcy case, the report states.  A Tribune spokesperson
declined to comment on the matter.

Combining the markets of the Los Angeles Times, which is owned by
Tribune, and the Orange County Register is the biggest daily
paper could be appealing to advertisers, the report adds.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Restructures Media Services Business
------------------------------------------------
Tribune Company announced last month a restructuring of the two
major lines of business at Tribune Media Services (TMS).

The "Entertainment Products" division, a global leader in
entertainment navigation and the provider of industry-leading
databases of television, movie and celebrity information to
thousands of companies, will operate as a stand-alone business
and be part of Tribune Company's valuable portfolio of digital
and other non-traditional media assets.  The "News & Features"
division of TMS, which syndicates content to a broad array of
print and online customers, will be integrated with Tribune
Publishing's other content operations.

"TMS is a great business, with world-class products and talented,
dedicated employees," said Eddy Hartenstein, Tribune's chief
executive officer.  "These changes will enable us to continue
growing the very successful Entertainment Products division, and
to forge an even tighter relationship between the content and
marketing capabilities of TMS' News & Features division and those
of Tribune's newspapers and websites."

The News & Features division will be overseen by Walter Mahoney,
currently SVP/McClatchy-Tribune Information Services, one of the
world's leading supplemental news services.  Mahoney will report
to Tony Hunter, president and chief executive officer of Chicago
Tribune Media Group.  Jay Fehnel will continue to oversee the
Entertainment Products group as SVP/Chief Operating Officer, and
will report to Dan Kazan, SVP/Investments at Tribune Company.

As part of the restructuring, David Williams, president and chief
executive officer of TMS, will be leaving the company.  Williams
will serve as a consultant to TMS during the reorganization
process.

"David Williams' vision and leadership at TMS have been
extraordinary," said Mr. Hartenstein.  "He's helped build the
business from the ground up and we are fortunate he's agreed to
stay on during this transition."

Tribune Company is one of the country's leading multimedia
companies, operating businesses in broadcasting, publishing, and
interactive.  The company's broadcasting group operates 23
television stations, WGN America on national cable and Chicago's
WGN-AM.  In publishing, Tribune's leading daily newspapers
include the Los Angeles Times, Chicago Tribune, The Baltimore
Sun, Sun Sentinel (South Florida) , Orlando Sentinel, Hartford
Courant, The Morning Call and Daily Press.  Popular news and
information websites complement Tribune's print and broadcast
properties and extend the company's nationwide audience.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


ULTIMATE ESCAPES: Files Liquidating Plan; Capital Source Paid 100%
------------------------------------------------------------------
Ultimate Escapes Holdings, LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware on June 29, 2011, a
disclosure statement explaining the Debtors' Chapter 11
Liquidating Plan.

A cornerstone of the Plan is the implementation of a settlement
between the Debtors, CapitalSource, and each of their respective
affiliates, with respect to all issues in dispute including causes
of action against CSapitalSource.  CapitalSource is the
prepetition secured lender as well as the DIP lender.

The Plan contemplates the transfer of any "remaining assets,"
which include available cash and any causes of action, to a
Liquidating Trust.  The liquidating trustee will make
distributions to the creditors pursuant to the Plan.

The Plan designates six Classes of Claims and Interests.  Under
the Plan, claimants in Classes 1, 2 and 3 are unimpaired, while
Claimants in Classes 4 and 5 are impaired.  Holders of Class 6
interests are deemed to reject the Plan.

Pursuant to the Plan, holders of the Class 1 Allowed Prepetition
Secured Lender Claim will receive 100% payment from the proceeds
from the sale of substantially all of the Debtors' Assets.

Pursuant to the CapitalSource Settlement, the Allowed Postpetition
Secured Lender Claim in Class 2 is deemed satisfied is full, and
the DIP Lender is not entitled to vote on account of its Class 2
Claims.

Holders of Allowed Tax and Other Priority claims in Class 3 will
likewise be paid 100% of their claims.

Holders of Allowed Other Secured Claims in Class 4 will receive,
at the option of the Debtors or the Liquidating Trustee, one of
the following forms of treatment: (a) full payment in Cash; (b)
the Debtors will abandon the property; or (c) such other treatment
as the Holder and the Debtors or the Liquidating Trustee will have
agreed upon in writing; or (d) such Holder will retain its lien
securing its Allowed Class 4 Other Secured Claim.

Holders of Allowed General Unsecured Claims in Class will each
receive its Pro Rata Share of the Distribution.  Estimated
recovery for this Class was not disclosed.

Holders of Class 6 Interests will not receive or retain any
Distribution under the Plan.  Class 6 is presumed to have rejected
the Plan.

A copy of the Disclosure Statement in support of the Debtor's
Liquidating Plan is available at:

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

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- was a
luxury destination club that sold club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-12915) on Sept. 20, 2010.  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Sandra G. M. Selzer, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., Shanti M. Katona, Esq., and Peter W.
Ito, Esq., at Polsinelli Shughart PC, represent the Creditors
Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNIVERSAL ORLANDO: Fitch Places 'BB+' IDR on Watch Positive
-----------------------------------------------------------
Fitch Ratings has placed the 'BB+' Issuer Default Rating assigned
to Universal City Development Partners, Ltd. on Rating Watch
Positive.

Universal Orlando is a wholly owned indirect subsidiary of
NBCUniversal Media, LLC. NBCuniversal's IDR remains at 'BBB'.
Approximately $625 million of debt outstanding as of March 31,
2011 is affected by Fitch's action.  Fitch's rating action follows
NBCUniversal's announcement that it intends to launch a consent
solicitation and offer to fully and unconditionally guarantee
Universal Orlando's 8.875% senior unsecured notes due 2015 and its
10.875% senior subordinated notes due 2016. Fitch anticipates that
the guaranty will be structured as a guaranty of payment, and the
release of NBCUniversal's guaranty obligation will only be upon
discharge or defeasance of Universal Orlando's senior and
subordinated notes.

In return for NBCUniversal's guaranty, the Universal Orlando
bondholders will be asked to consent to an amendment to the terms
of the senior notes and the senior subordinated notes to conform
the covenants and events of default to those contained in
NBCUniversal's $9.1 billion of outstanding senior unsecured notes.

From Fitch's perspective, the proposed consent solicitation is a
modest positive event for NBCUniversal's credit profile. The
proposed guaranty of Universal Orlando's debt would simplify
NBCUniversal's capital structure and create a single-level plane
for the majority of NBCUniveral's debt. Additionally the guaranty
affirms Universal Orlando's strategic ties to NBCUniversal.

NBCUniversal will need to receive the consent of greater than 50%
of the principal amount of both the senior notes and the senior
subordinated notes for the guaranty and the amendments to become
effective. Upon a successful conclusion of the consent
solicitation process, Universal Orlando's outstanding senior notes
and senior subordinated notes will be effectively pari passu with
NBCUniversal's outstanding senior unsecured notes.

Resolution of the Rating Watch will be predicated on the result of
the consent solicitation. If the consent solicitation process is
successful, Fitch would treat the Universal Orlando notes pari
passu with the existing NBCUniversal senior unsecured debt. In
other words, Fitch would anticipate upgrading the IDR assigned to
Universal Orlando to 'BBB', upgrading the rating assigned to the
company's senior notes to 'BBB' and the senior subordinated notes
to 'BBB-'. In the event the consent solicitation process fails,
Fitch would affirm Universal Orlando's existing ratings.

NBCUniveral also indicated that the company closed its previously
announced acquisition of The Blackstone Group, LP's 50% equity
interest in Universal Orlando for approximately $1.02 billion. The
funding of the purchase price was in line with Fitch's previous
expectations and included a combination of cash on hand,
borrowings under NBCUniversal's revolving credit facility and
proceeds from a one-year $250 million subordinated loan to
NBCUniversal from Comcast Corporation. Fitch notes the transaction
is not leveraging (on a pro forma basis), and NBCUniversal's
credit protection metrics remain within Fitch's expectations for
the 'BBB' ratings category.

Fitch has placed these ratings on Rating Watch Positive:

Universal City Development Partners, Ltd.

   -- IDR 'BB+';

   -- Senior unsecured debt 'BB+';

   -- Senior subordinated debt 'BB'.


WASHINGTON MUTUAL: Litigation Tracking Warrants Seek Own Committee
------------------------------------------------------------------
Washington Mutual Inc. should have a third official committee to
represent holders of litigation tracking warrants, seven holders
of the securities argued in papers filed in U.S. Bankruptcy Court
in Delaware on July 1, according to reporting by Bill Rochelle,
the bankruptcy columnist for Bloomberg News.

The report relates that holders of the securities, known as DIMEQs
because of the ticker symbol, want the bankruptcy judge to
consider appointing an official committee at the July 13
confirmation hearing, when WaMu will be seeking approval of the
sixth amended Chapter 11 plan for the bank holding company.

Mr. Rochelle relates that WaMu filed papers July 5 saying there is
no need to rush, given that the warrant holders waited until the
reorganization was almost over before seeking an official
committee.  WaMu said the real purpose of the motion for an
official committee is to have the company bear the cost of the
trial, to begin in September, which will decide how the warrants
should be treated under the plan.  For the time being, a $337
million escrow will be created to cover the warrant holders should
they be determined to have the status of creditors.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was a holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.  Washington
Mutual Bank was taken over on Sept. 25, 2008, by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  WaMu owns 100% of the
equity in WMI Investment.  When WaMu filed for protection from its
creditors, it disclosed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment estimated assets of $500 million
to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the contemplated transactions are fair, reasonable, and in the
best interests of WMI.  Additionally, the Opinion and related
order denied confirmation, but suggested certain modifications to
the Company's Sixth Amended Joint Plan of Affiliated Debtors that,
if made, would facilitate confirmation.

WMI has filed with the Bankruptcy Court a Modified Sixth Amended
Joint Plan and a related Supplemental Disclosure Statement.  The
Company believes that the Modified Plan has addressed the
Bankruptcy Court's concerns and looks forward to returning to the
Bankruptcy Court to seek confirmation of the Modified Plan.


WASHINGTON MUTUAL: Objects to Dime LTW Holders Shorten Notice
-------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual filed with the
U.S. Bankruptcy Court an objection to the motion to shorten notice
filed by a group of Dime LTW Holders with respect to the motion
for an order appointing an official committee of Dime LTW Holders.

According to BData, the Debtors assert, "The TWP Committee motion
is a distraction from the key issues before Court and all parties
in interest - consideration of the Debtors' plan. The movants
should not be permitted to distract the Court or the Debtors from
that task by shortening notice on their belated and unwarranted
motion."

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WATER STREET: Wants to Access Financing From DeRogatis
------------------------------------------------------
Water Street Development Partners LP asks the U.S. Bankruptcy
Court for the Northern District of Texas for authority to obtain
$10,000 in unsecured financing from Robert DeRogatis, the owner
of the Debtor's general partner, to fund its ongoing operating
expenses.

The Debtor says the money will be used to:

  a) cover professional fees and expenses, including the U.S.
     Trustee, estate counsel and other professionals;

  b) cover other administrative costs, including the required
     service of motions, notices and other pleadings;

  c) cover any post-petition obligations arising under the debtor-
     in-possession's duties under the Bankruptcy Code or Rules or
     Guidelines of the U.S. Trustee; and

  d) pay expenses incurred by Water Street in the ordinary course
     of its business.

The Debtor says the financing has 0% interest rate.

              About Water Street Development Partners

Southlake, Texas-based Water Street Development Partners, L.P.,
filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-
42841) on May 13, 2011.  Judge Russell F. Nelms presides over the
case.  The Law Office of Mark B. French serves as the Debtor's
bankruptcy counsel.

Robert DeRogatis is a limited partner of the Debtor and holds a
99% equity interest.  Water Street Management LLC holds the other
1% stake.


* Electing to Pay Auto Lease Isn't Assumption of Lease
------------------------------------------------------
If an individual in Chapter 7 decides to retain an auto and later
fails to make payments, the debt on the auto is nonetheless
discharged, U.S. District Judge Robert J. Jonker in Grand Rapids,
Michigan, ruled on July 1 while reversing the bankruptcy court,
according to Bill Rochelle, the bankruptcy columnist for Bloomberg
News.  "If a trustee may not assume a personal property lease
without judicial approval, it makes little sense that a debtor
would be permitted to do so unsupervised," Jonker said in his
14-page opinion.  The case is Thompson v. Credit Union Financial
Corp. (In re Thompson), 10-1036, U.S. District Court, Western
District Michigan (Grand Rapids).


* Liquidity Stress on Junk Companies Improved in June
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even with "threatening storm clouds from a downshift
in the U.S. economy," the number of junk-rated companies
experiencing financial distress fell after a "slight uptick in
May," Moody's Investors Service said in a July 1 report.  The
liquidity stress index shrank in June to 3.9%, a record low,
Moody's said. The index increased in May for the first time since
August 2010, to 4.4%. The peak was 20.9% in March 2009.  The
percentage of companies with loan covenant stress also declined
last month.  The covenant stress index was 2% in June, a six-year
low, Moody's said.


* Chambers Ranks Dorsey Anchorage Attorneys Among the Best
----------------------------------------------------------
Chambers and Partners survey of law firms has ranked multiple
Dorsey & Whitney LLP practice groups and individual lawyers in
Alaska as among the best.  Three Dorsey practice groups in Alaska
received the top ranking from Chambers (Band One) and five
different Dorsey attorneys were individually ranked, several in
multiple practice areas.  The Dorsey lawyers and practices
recognized are:

-- Corporate/M&A: Richard Rosston, Michael Mills, Spencer Sneed

-- Bankruptcy: Michael Mills, Spencer Sneed

-- Litigation: Jahna Lindemuth, Robert Bundy, Spencer Sneed

-- Real Estate: Richard Rosston

In their annual review of the US legal services market, Chambers
ranks practices and lawyers within states and at the national
level.  The Chambers rankings are based on an intensive on-going
research methodology that includes in-depth interviews of lawyers
and their clients.  "We are pleased that Chambers has ranked
numerous Dorsey lawyers and practices among the best in Alaska,"
said Jahna Lindemuth, head of Dorsey's Anchorage office.  "We have
a strong team that consistently produces outstanding legal work
and exceptional client service."

Dorsey recently expanded its Anchorage office with the addition of
two lawyers and a paralegal.  Katherine Demarest joined as an
associate in the Trial group.  Kate clerked for both the Sixth
Circuit Court of Appeals and the Minnesota Supreme Court.  Amber
Kocsis, an associate in the Corporate group, transferred to
Anchorage from Dorsey's Minneapolis office. Amber was born and
raised in Alaska.  She is a Doyon shareholder. Dorsey also added
Rebeca Mosquera-Durling, a bilingual lawyer from Panama, as a
legal assistant.  These additions bring further depth to Dorsey's
highly regarded Anchorage team.

                 About Dorsey & Whitney LLP

Clients have relied on Dorsey since 1912 as a valued business
partner.  With 600 lawyers in 19 locations in the United States,
Canada, Europe and the Asia-Pacific region, Dorsey provides an
integrated, proactive approach to its clients' legal and business
needs.  Dorsey represents a number of the world's most successful
companies from a wide range of industries, including leaders in
the financial services, life sciences, technology, agribusiness
and energy sectors, as well as major non-profit and government
entities.


* Jonathan Steeler Named to Executive Committee at Ryley Carlock
----------------------------------------------------------------
Denver attorney Jonathan H. Steeler has been named to the
Executive Committee of Ryley Carlock & Applewhite, a leading
regional firm of more than 100 lawyers with law offices in Arizona
and Denver.  His term begins immediately. Jon Steeler, a
shareholder with Ryley Carlock, joins five other attorneys from
Phoenix and Denver who also serve on the Executive Committee.

As a member of the committee, Steeler will contribute to the
overall strategy and management of firm operations, including the
Denver office, three law offices in Arizona, and document review
and information management centers in Arizona and in Grand Rapids,
Michigan.

Steeler announced his move to the Denver office of Ryley Carlock &
Applewhite from Isaacson Rosenbaum P.C. following its June 30
closure.  Along with Steeler, 11 other Isaacson Rosenbaum
attorneys were also hired by Ryley Carlock beginning July 1.

"This is a group of very strong lawyers, many of whom are leaders
in their respective law practices as well as in their communities.
All will play important roles at Ryley, beginning with Jon
Steeler's appointment to the Executive Committee.  Jon is
strategic, smart and very experienced, and we are delighted to
have him in management," said Rodolfo Parga, Jr., managing
shareholder of the firm and chairman of the Executive Committee.

Steeler, who served as chief executive officer of Isaacson
Rosenbaum from 2001 to 2009, has practiced corporate law and
environmental law since 1979.  He represents clients in acquiring,
selling, forming and financing businesses as well as assisting in
the development of environmentally challenged properties and
defending environmental enforcement actions.

"I am delighted to join the exceptional group of attorneys at
Ryley Carlock and to be named to serve in a management role.  My
goal will be to help formulate plans and actions to continue to
provide optimal service to our valued clients as well as new
clients in Denver and the Rocky Mountain Region," Steeler said.

Steeler's environmental practice is nationally recognized, and he
was named to the 2010 International Who's Who of Environmental
Lawyers, one of 25 Colorado attorneys to be acknowledged alongside
attorneys from countries around the world. He is listed as both a
Best Lawyer in America and a Colorado Super Lawyer.  Steeler
received his undergraduate degree from the University of Colorado
and his law degree from Gonzaga University School of Law.

Ryley Carlock & Applewhite's Denver office ranks among the highest
per capita of Super Lawyers, and its Environmental and Water
practitioners are ranked in Chambers USA as leading lawyers. The
firm and its Denver office provide full service legal advice to
businesses and entities in the areas of corporate and business,
real estate, lending, bankruptcy and finance, litigation,
environmental law, employment law, taxation and estates, and
intellectual property.


* Mintz Levin Attorney Named One of 2011 Attorneys Who Matter
-------------------------------------------------------------
Paul E. Pelletier, a Member of the Litigation Section of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., has been named as
one of the 2011 Attorneys Who Matter by the Ethisphere Institute.

The Ethisphere Institute, a leading international think-tank
dedicated to the research and promotion of best practices in
corporate ethics and compliance, selects individuals for the
Attorneys Who Matter list based on their commitment to advancing
corporate ethics and compliance.  Individuals are chosen based on
a number of criteria including recognized expertise, peer and
client endorsements, number of cases won and public service.  Mr.
Pelletier was named in the "Top Guns" category, one of six
possible categories.

Mr. Pelletier, who recently joined Mintz Levin after serving as
the former Principal Deputy Chief for Litigation for the
Department of Justice Criminal Division's Fraud Section, is a
Member in the firm's White Collar Defense, Health Care Enforcement
Defense, Foreign Corrupt Practices Act (FCPA) and Corporate
Compliance and Internal Investigations Practice Groups.

During his tenure with the Department of Justice, Mr. Pelletier
led the Criminal Division's fraud enforcement efforts in the wake
of the financial crisis of the late 90's and recent debt and
banking crises.  Mr. Pelletier worked on and supervised several
major corporate fraud cases including investigations of PNC, AIG,
General Reinsurance, Enron, Qwest and BP. He also spearheaded the
development of a health care fraud strike force comprised of
enforcement teams across the United States and worked with various
United States Attorney's Offices to review settlement terms,
including global resolution outcomes, with pharmaceutical and
medical device companies.  In addition, Mr. Pelletier supervised
the DOJ Foreign Corrupt Practices Act unit at the national level.

Mr. Pelletier also served as Chief of the Economic Crime Section
where he supervised and prosecuted a variety of significant
securities, health care and bankruptcy fraud cases.  Additionally,
as a Prosecutor and Deputy Chief for the Narcotics Section of the
U.S. Attorney's Office for the Southern District of Florida, Mr.
Pelletier prosecuted many sophisticated drug and money laundering
enterprises.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Bruce Chatman
   Bankr. D. Md. Case No. 11-23233
      Chapter 11 Petition filed June 26, 2011

In Re George Sowers
   Bankr. E.D. Va. Case No. 11-34179
      Chapter 11 Petition filed June 26, 2011

In Re DENNER LLC
   Bankr. D. Ariz. Case No. 11-18464
      Chapter 11 Petition filed June 27, 2011
         filed pro se

In Re R. Cusack
   Bankr. D. Ariz. Case No. 11-18482
      Chapter 11 Petition filed June 27, 2011

In Re Gary Beckwith
   Bankr. W.D. Ark. Case No. 11-72980
      Chapter 11 Petition filed June 27, 2011

In Re Streets of Venice, LLC
   Bankr. C.D. Calif. Case No. 11-37543
      Chapter 11 Petition filed June 27, 2011
         filed pro se

In Re Wise Systems, Inc.
   Bankr. C.D. Calif. Case No. 11-37687
      Chapter 11 Petition filed June 27, 2011
         See http://bankrupt.com/misc/cacb11-37687.pdf

In Re Patrick Fagundes
   Bankr. E.D. Calif. Case No. 11-35879
      Chapter 11 Petition filed June 27, 2011

In Re 385 Autumn Avenue Partners, Inc.
   Bankr. N.D. Calif. Case No. 11-56003
      Chapter 11 Petition filed June 27, 2011
         See http://bankrupt.com/misc/canb11-56003p.pdf
         See http://bankrupt.com/misc/canb11-56003c.pdf

In Re Moda Three, LLC
        dba Vida Spa & Salon
        dba Moda Spa & Salon
   Bankr. N.D. Ga. Case No. 11-68526
      Chapter 11 Petition filed June 27, 2011
        See http://bankrupt.com/misc/ganb11-68526.pdf

In Re Lakehouse Restaurant, Inc.
   Bankr. N.D. Ill. Case No. 11-26521
      Chapter 11 Petition filed June 27, 2011
         See http://bankrupt.com/misc/ilnb11-26521.pdf

In Re Mark Mysiewicz
   Bankr. N.D. Ill. Case No. 11-26609
      Chapter 11 Petition filed June 27, 2011

In Re Shaffer Investment Properties, LLC
   Bankr. N.D. Ind. Case No. 11-12473
      Chapter 11 Petition filed June 27, 2011
         See http://bankrupt.com/misc/innb11-12473.pdf

In Re Goldsberry's Transmission Repair, Inc.
   Bankr. S.D. Ind. Case No. 11-08107
      Chapter 11 Petition filed June 27, 2011
         See http://bankrupt.com/misc/insb11-08107.pdf

In Re Niemi's, Inc.
   Bankr. D. Minn. Case No. 11-50755
      Chapter 11 Petition filed June 27, 2011
         See http://bankrupt.com/misc/mnb11-50755.pdf

In Re Armando Barrera-Ortiz
   Bankr. D. Nev. Case No. 11-20032
      Chapter 11 Petition filed June 27, 2011

In Re B&H Printers, Inc.
   Bankr. D. N.J. Case No. 11-29377
      Chapter 11 Petition filed June 27, 2011
         See http://bankrupt.com/misc/njb11-29377.pdf

In Re Friend Tri New York Inc.
        aka Friend House
        aka Hea Hea Bar Restaurant
   Bankr. S.D. N.Y. Case No. 11-13099
      Chapter 11 Petition filed June 27, 2011
         See http://bankrupt.com/misc/nysb11-13099.pdf

In Re Sonja Sweeney
   Bankr. W.D. N.Y. Case No. 11-21269
      Chapter 11 Petition filed June 27, 2011

In Re Edgar Sanchez Rivera
   Bankr. D. Puerto Rico Case No. 11-05362
      Chapter 11 Petition filed June 27, 2011

In Re Jose Perez Jimenez
   Bankr. D. Puerto Rico Case No. 11-05387
      Chapter 11 Petition filed June 27, 2011

In Re Clarence Summey
   Bankr. M.D. Tenn. Case No. 11-06330
      Chapter 11 Petition filed June 27, 2011

In Re Murray Wilhoite
   Bankr. M.D. Tenn. Case No. 11-06339
      Chapter 11 Petition filed June 27, 2011

In Re Kents Muffler and Auto Inc.
   Bankr. D. Utah Case No. 11-29455
      Chapter 11 Petition filed June 27, 2011
         See http://bankrupt.com/misc/utb11-29455.pdf

In Re L and L Maintenance Contractors Inc.
        dba Seattle Best Clean
   Bankr. W.D. Wash. Case No. 11-17646
      Chapter 11 Petition filed June 27, 2011
         filed pro se

In Re Malcolm Owens
   Bankr. C.D. Calif. Case No. 11-30950
      Chapter 11 Petition filed June 28, 2011

In Re Richard Schotts
   Bankr. C.D. Calif. Case No. 11-37828
      Chapter 11 Petition filed June 28, 2011

In Re R&R Concrete, Inc.
        dba The Bedrock Company
   Bankr. C.D. Calif. Case No. 11-30970
      Chapter 11 Petition filed June 28, 2011
        See http://bankrupt.com/misc/cacb11-30970.pdf

In Re Scott Noll
   Bankr. C.D. Calif. Case No. 11-19132
      Chapter 11 Petition filed June 28, 2011

In Re Norman Low
   Bankr. E.D. Calif. Case No. 11-92299
      Chapter 11 Petition filed June 28, 2011

In Re Ronald Evans
   Bankr. E.D. Calif. Case No. 11-35918
      Chapter 11 Petition filed June 28, 2011

In Re Raquel Barrios
   Bankr. S.D. Calif. Case No. 11-10631
      Chapter 11 Petition filed June 28, 2011

In Re Douglas Gremald
   Bankr. M.D. Fla. Case No. 11-12214
      Chapter 11 Petition filed June 28, 2011

In Re Jalaram Sai Inc.
        dba Budget Inn
   Bankr. M.D. Fla. Case No. 11-04765
      Chapter 11 Petition filed June 28, 2011
        See http://bankrupt.com/misc/flmb11-04765.pdf

In Re Scott Brocious
   Bankr. M.D. Fla. Case No. 11-12283
      Chapter 11 Petition filed June 28, 2011

In Re Wilma Kitchings
   Bankr. S.D. Ga. Case No. 11-60346
      Chapter 11 Petition filed June 28, 2011

In Re Gene Hardwick
   Bankr. C.D. Ill. Case No. 11-91237
      Chapter 11 Petition filed June 28, 2011

In Re Comfort Bedding & Furniture, Inc.
   Bankr. D. Mass. Case No. 11-42740
      Chapter 11 Petition filed June 28, 2011
         See http://bankrupt.com/misc/mab11-42740.pdf

In Re Emerson Foster
   Bankr. D. Mass. Case No. 11-16146
      Chapter 11 Petition filed June 28, 2011

In Re A-Z Manufacturing and Sales Company, Incorporated
        fka A-Z Acquisition Corp.
   Bankr. W.D. Mo. Case No. 11-43025
      Chapter 11 Petition filed June 28, 2011
        See http://bankrupt.com/misc/mowb11-43025.pdf

In Re Ramis Barquet
   Bankr. S.D. N.Y. Case No. 11-13117
      Chapter 11 Petition filed June 28, 2011

In Re Jeffrey Wickersham
   Bankr. S.D. Ohio Case No. 11-56767
      Chapter 11 Petition filed June 28, 2011

In Re H&P Contractors, Inc.
   Bankr. D. Puerto Rico Case No. 11-05395
      Chapter 11 Petition filed June 28, 2011
         See http://bankrupt.com/misc/prb11-05395.pdf

In Re Hameen, Yusef B. Sr.
   Bankr. D. S.C. Case No. 11-04072
      Chapter 11 Petition filed June 28, 2011

In Re Amanda Goodrich
   Bankr. W.D. Tenn. Case No. 11-11894
      Chapter 11 Petition filed June 28, 2011

In Re Donna Chilleen
   Bankr. D. Ariz. Case No. 11-18722
      Chapter 11 Petition filed June 29, 2011

In Re Hoh Yoon
   Bankr. C.D. Calif. Case No. 11-38089
      Chapter 11 Petition filed June 29, 2011

In Re Larry Puglisi
   Bankr. C.D. Calif. Case No. 11-31241
      Chapter 11 Petition filed June 29, 2011

In Re Patrick Merritt
   Bankr. C.D. Calif. Case No. 11-19154
      Chapter 11 Petition filed June 29, 2011

In Re Robert Deichman
   Bankr. M.D. Fla. Case No. 11-04799
      Chapter 11 Petition filed June 29, 2011

In Re SIPS Team, Inc.
        dba SIPS Team USA
   Bankr. N.D. Fla. Case No. 11-40516
      Chapter 11 Petition filed June 29, 2011
        See http://bankrupt.com/misc/flnb11-40516.pdf

In Re Marlin Electrical Contractor Corporation
   Bankr. S.D. Fla. Case No. 11-28127
      Chapter 11 Petition filed June 29, 2011
         See http://bankrupt.com/misc/flsb11-28127.pdf

In Re Charles Cole
   Bankr. D. Md. Case No. 11-23524
      Chapter 11 Petition filed June 29, 2011

In Re Edward Thomas
   Bankr. E.D. Mich. Case No. 11-22265
      Chapter 11 Petition filed June 29, 2011

In Re Johnny Ward
   Bankr. D. Nev. Case No. 11-20347
      Chapter 11 Petition filed June 29, 2011

In Re Lone Ranger Holdings, Inc.
   Bankr. D. Nev. Case No. 11-20243
      Chapter 11 Petition filed June 29, 2011
         See http://bankrupt.com/misc/nvb11-20243.pdf

In Re Wendell West
   Bankr. N.D. Okla. Case No. 11-11873
      Chapter 11 Petition filed June 29, 2011

In Re BS Burgers and Steaks Draft House, Inc.
   Bankr. W.D. Pa. Case No. 11-24114
      Chapter 11 Petition filed June 29, 2011
         See http://bankrupt.com/misc/pawb11-24114p.pdf
         See  http://bankrupt.com/misc/pawb11-24114c.pdf

In Re Tega Operating Co.
   Bankr. E.D. Texas Case No. 11-41990
      Chapter 11 Petition filed June 29, 2011
         See http://bankrupt.com/misc/txeb11-41990.pdf

In Re Douglas Helton
   Bankr. E.D. Wash. Case No. 11-03210
      Chapter 11 Petition filed June 29, 2011

In Re Dino Bulleri
   Bankr. D. Ariz. Case No. 11-18880
      Chapter 11 Petition filed June 30, 2011

In Re Russell Kortsen
   Bankr. D. Ariz. Case No. 11-18913
      Chapter 11 Petition filed June 30, 2011

In Re Bouldware Temple Church of God in Christ
   Bankr. W.D. Ark. Case No. 11-73058
      Chapter 11 Petition filed June 30, 2011
         See http://bankrupt.com/misc/arwb11-73058.pdf

In Re Auto Market & Financial LLC
   Bankr. C.D. Calif. Case No. 11-38366
      Chapter 11 Petition filed June 30, 2011
         See http://bankrupt.com/misc/cacb11-38366.pdf

In Re Ricardo Baneulos
   Bankr. C.D. Calif. Case No. 11-31399
      Chapter 11 Petition filed June 30, 2011

In Re Richard Petelski
   Bankr. C.D. Calif. Case No. 11-31392
      Chapter 11 Petition filed June 30, 2011

In Re Van Ward
   Bankr. C.D. Calif. Case No. 11-38404
      Chapter 11 Petition filed June 30, 2011

In Re Rohit Sharma
   Bankr. E.D. Calif. Case No. 11-36141
      Chapter 11 Petition filed June 30, 2011

In Re Patrick Farrell
   Bankr. N.D. Calif. Case No. 11-12466
      Chapter 11 Petition filed June 30, 2011

In Re Eliot Sherr
   Bankr. M.D. Fla. Case No. 11-12697
      Chapter 11 Petition filed June 30, 2011

In Re Enrique Latoja
   Bankr. S.D. Fla. Case No. 11-28367
      Chapter 11 Petition filed June 30, 2011

In Re Guillermo Saldarriaga
   Bankr. S.D. Fla. Case No. 11-28416
      Chapter 11 Petition filed June 30, 2011

In Re William Nickerson
   Bankr. N.D. Ga. Case No. 11-68967
      Chapter 11 Petition filed June 30, 2011

In Re Joseph Walker
   Bankr. S.D. Ga. Case No. 11-50537
      Chapter 11 Petition filed June 30, 2011

In Re Dennis Brown
   Bankr. D. Md. Case No. 11-23649
      Chapter 11 Petition filed June 30, 2011

In Re Inspector John Soos
   Bankr. D. Md. Case No. 11-23596
      Chapter 11 Petition filed June 30, 2011

In Re Tarek ibn Ziyad Academy
   Bankr. D. Minn. Case No. 11-34372
      Chapter 11 filed June 30, 2011
         See http://bankrupt.com/misc/mnb11-34372.pdf

In Re Angela Brooks
   Bankr. M.D. Tenn. Case No. 11-06537
      Chapter 11 Petition filed June 30, 2011

In Re Harold Hardin
   Bankr. E.D. Va. Case No. 11-34291
      Chapter 11 Petition filed June 30, 2011

In Re Jonathan Weakley
   Bankr. E.D. Va. Case No. 11-34289
      Chapter 11 Petition filed June 30, 2011

In Re Douglas Salcedo
   Bankr. W.D. Wash. Case No. 11-17856
      Chapter 11 Petition filed June 30, 2011

In Re Harold Pitts
   Bankr. W.D. Wash. Case No. 11-17804
      Chapter 11 Petition filed June 30, 2011

In Re Michael Overbeck
   Bankr. W.D. Wash. Case No. 11-17921
      Chapter 11 Petition filed June 30, 2011

In Re Jack Bale
   Bankr. D. Ariz. Case No. 11-19094
      Chapter 11 Petition filed July 1, 2011

In Re Raymond Sullivan
   Bankr. D. Ariz. Case No. 11-19127
      Chapter 11 Petition filed July 1, 2011


In Re Adina Zaharescu
   Bankr. C.D. Calif. Case No. 11-18041
      Chapter 11 Petition filed July 1, 2011

In Re Johannes Brand
   Bankr. C.D. Calif. Case No. 11-13159
      Chapter 11 Petition filed July 1, 2011]

In Re Todd Campbell
   Bankr. C.D. Calif. Case No. 11-18053
      Chapter 11 Petition filed July 1, 2011

In Re James Donnan, III
      Mary Donnan
   Bankr. M.D. Ga. Case No. 11-31083
      Chapter 11 Petition filed July 1, 2011

In Re Stephen Braswell
   Bankr. S.D. Ga. Case No. 11-41350
      Chapter 11 Petition filed July 1, 2011

In Re Michael Kinsch
   Bankr. N.D. Ill. Case No. 11-27660
      Chapter 11 Petition filed July 1, 2011

In Re Carlos Jimenez
   Bankr. M.D. Fla. Case No. 11-10129
      Chapter 11 Petition filed July 1, 2011

In Re Reagan Monroe
   Bankr. D. Nev. Case No. 11-20544
      Chapter 11 Petition filed July 1, 2011

In Re Jeanette Bell
   Bankr. E.D. N.C. Case No. 11-05088
      Chapter 11 Petition filed July 1, 2011

In Re Joseph Miller
      Diane Miller
   Bankr. W.D. N.C. Case No. 11-10652
      Chapter 11 Petition filed July 1, 2011

In Re John McKnight
   Bankr. M.D. Tenn. Case No. 11-06572
      Chapter 11 Petition filed July 1, 2011

In Re Courtney Strachan
   Bankr. N.D. Texas Case No. 11-34245
      Chapter 11 Petition filed July 1, 2011

In Re David Koerber
   Bankr. S.D. Texas Case No. 11-20385
      Chapter 11 Petition filed July 1, 2011

In Re OK,LLC
   Bankr. S.D. Texas Case No. 11-20388
      Chapter 11 Petition filed July 1, 2011

In Re Mark Blutcher
   Bankr. E.D. Wash. Case No. 11-03262
      Chapter 11 Petition filed July 1, 2011

In Re Sandra Hill
   Bankr. M.D. Fla. Case No. 11-12840
      Chapter 11 Petition filed July 3, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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