TCR_Public/110713.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 13, 2011, Vol. 15, No. 192

                            Headlines

2271 ASSOCIATES: Case Summary & 18 Largest Unsecured Creditors
3900 BISCAYNE: U.S. Trustee Unable to Form Committee
AERIE RESORT: Receiver Cuts Asking Price to $3.95 Million
AES THAMES: Seeks Access to Cash to Get Market Participant Status
ALIZE: Case Summary & 20 Largest Unsecured Creditors

AMBAC FINANCIAL: Hearing on Plan Disclosures Set for Aug. 12
AMBAC FINANCIAL: Plan Does Not Benefit Policyholders, Says OCI
AMBAC FINANCIAL: Wisc. Court Okays R. Peterson as Consultant
AMERA WINTER: Case Summary & 20 Largest Unsecured Creditors
ANDRE ROCHAT: French Restaurants File for Bankruptcy in Las Vegas

ARTS DES PROVINCES: Files for Chapter 7 Bankruptcy
BABY FOX: Terminates 868,262 Common Shares Registration
BANK OF AMERICA: Treads Lightly on Involuntary Filers
BANKUNITED FINANCIAL: Partial Settlement With FDIC Approved
BARZEL INDUSTRIES: Plan Outline Hearing Rescheduled to July 25

BEAR VALLEY: Opposes Ronen Armony Motion to Dismiss Case
BEARINGPOINT INC: Stern v. Marshall Affects Judge's Ruling
BERNARD L MADOFF: SIPC Says Bankruptcy Court Should Hear Suits
BORINQUEN FEDERAL: NCUA Liquidates Credit Union Due to Insolvency
BPP TEXAS: Obtains Court Nod to Hire FTI Consulting as Advisor

CATHOLIC CHURCH: Lay Committee Proposes to Tap Buck Consultants
CATHOLIC CHURCH: Milw. Parties Agree on Oct. 15 Claims Bar Date
CATHOLIC CHURCH: Cemetery Trust Sues Milw. Creditors Committee
CENTURION PROPERTIES: Can Use GECC Cash Collateral Until Sept. 30
CENTURION PROPERTIES: Employs Michael Hines as Special Counsel

CENTURION PROPERTIES: D. Kirby, Et Al. Seek Trustee Appointment
CHARLESTON ASSOCIATES: Wants Plan Filing Exclusivity Until July 29
CHRISTIAN BROTHERS: Court OKs Gordon Tilden as Litigation Counsel
CHRISTIAN BROTHERS: Newmark Okayed as Broker for School Property
CHURCH AT SOUTH LAS VEGAS: Files for Chapter 11 Protection

CMC CAPITAL: Court Affirms Chapter 7 Conversion
COBALIS CORPORATION: Case Summary & 20 Largest Unsecured Creditors
CONTINENTAL COMMON: Extends Access to Cash Collateral to July 31
COPPER CREEK: Court Tosses Bid to Reject Chief Industries' Deal
CORBIN PARK: Aspen Square Agrees to Buy Project for $14 Million

CREATIVE CAPITAL: Default Judgment Against Wells Fargo Vacated
CRYSTAL CATHEDRAL: Said to Be Interested in Other Offers
DEAN BENNETT: Case Summary & 18 Largest Unsecured Creditors
DEB SHOPS: Gets Court OK to Tap Kurtzman Carson as Claims Agent
DYNEGY HOLDINGS: Moody's Sees Distressed Debt Exchange

EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 47.6% Equity Stake
ENERGYCONNECT GROUP: Merger Sub Merges with ECI
EVERGREEN INTERNATIONAL: S&P Hikes CCR to 'B-' After Refinancing
FAITHSHARES TRUST: To Close and Liquidate Four Funds
FEDERAL-MOGUL: 6th Circuit Clears Insurer of Asbestos Liability

FINANCIAL RESOURCES: Court Rules in Avoidance Suit v. Migliaccios
FIRST FOLIAGE: U.S. Trustee Asks Court to Convert or Dismiss Case
FRONTIER OIL: Moody's Upgrades CFR to 'Ba1' on Diversification
FRUITVILLE ASSOCIATES: Case Summary & Creditors List
GAMETECH INT'L: Board Approves $190,000 Annual Salary for CEO

GENERAL GROWTH: Court Closes 73 GGP Affiliates' Chapter 11 Cases
GENERAL GROWTH: Appeals Default Interest for NY Comptroller
GENTA INC: Five Directors Elected at Annual Meeting
GSC GROUP: Wins Formal Approval to Sell to Black Diamond
GULF LANDINGS: Case Summary & 11 Largest Unsecured Creditors

HARRY & DAVID: Hearing on Exclusivity Extensions Set for July 26
HB LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
HEARTLAND MEMORIAL: District Court Affirms Dismissal of Lawsuit
HINGHAM CAMPUS: Fights Sovereign Bank's Request for Mediation
HOLLOW CAFE: Amesbury Restaurant to File Ch. 11 to Stop Sale

HYMAN COMPANIES: Court Rejects Bid for Attorney's Fees
JCK HOTELS: To Tap Gordon & Rees as General Litigation Counsel
JCK HOTELS: To Tap Dae Hyun & Associates as Financial Advisors
KMC REAL ESTATE: Hearing on Case Dismissal Plea Today
LA JOLLA: Has 34.62 Million Outstanding Common Shares

LAKE PLEASANT: Court OKs Zwillinger Greek for Sale of Assets
LEVELLAND/HOCKLEY: Court Approves Haynes as Committee's Counsel
LIFECARE HOLDINGS: Debt Trials Remain After Refinancing
LOS ANGELES DODGERS: Seeks Nod for Dewey & LeBoeuf as Attorneys
LOS ANGELES DODGERS: Asks for OK for Epiq as Claims Agent

LOS ANGELES DODGERS: Spokeswoman Says MLB Aware of Highbridge Fee
LOUIS JONES: $24,856 SteelFab Claim Is Unsecured
MILLENNIUM GLOBAL: BCP Securities Object to Provisional Relief
MIRAMAR REAL ESTATE: Taps Agosto and FVP as External Auditors
MWM CARVER: Court OKs $12.5-Mil. Assets Sale to William C. Smith

MXENERGY HOLDINGS: Now a Wholly-Owned Subsidiary of Constellation
NEBRASKA BOOK: Mesirow, Lowenstein Represent Creditors
NEW ULM RETAIL: Court Dismisses Involuntary Chapter 11 Case
NORANDA OPERATING TRUST: DBRS Downgrades Issuer Rating to 'BB'
NORTEL NETWORKS: $4.5 Billion Patent Sale Approved by Judges

OLSEN'S MILL: Sale of BNP Paribas' Security Interest Erroneous
ONOFF AB: Seeks Bankruptcy Protection
OUTSOURCE HOLDINGS: Cole Schotz as Examiner's Counsel Gets Okay
OXIGENE INC: Sells Add'l 3MM Shares Under at Market Sales Pact
PACIFICA MESA: Facing Plan Objection from Workers

PETER MCFARLAND: No Proof of Hiding Flying Tuna Assets
PLAIN GOOD: Case Summary & 11 Largest Unsecured Creditors
POINT BLANK: Toyobo Makes $6 Million Settlement
PRIMUS TELECOMMUNICATIONS: Moody's Assigns B3 Ratings to Notes
PROVIDENT ROYALTIES: Liquidating Trustee May Sue D&Os

PURSELL HOLDINGS: Lawson Amends Lift Stay Motion to Sell Property
QUINCY MEDICAL: Atty. Gen. Wants More Time to Review Sale
QUIZNOS CORP: Hires Lawyers, Bankers to Avert Covenant Default
REAL MEX: Two Directors Resign from Board
REAL MEX: S&P Keeps 'CCC' Corp. Credit Rating; Outlook Negative

REITTER CORP: Amended Plan Outline Filing Extended Until Aug. 31
REYNOLDS GROUP: Moody's Confirms 'B2' Corporate Family Rating
RIO RANCHO: Has Stipulation for Cash Collateral Until July 31
RIO RANCHO: Agrees to Lift Stay for Wilshire Bank to Pursue Suit
RIVER EAST: Bankruptcy Case Now Assigned to Judge Eugene R. Wedoff

RIVER EAST: Amends Plan to Change Secured Lender's Treatment
RIVER ROAD: Wants PSAV's Continued Audiovisual Services Until 2016
RIVER ROAD: Has Approval to Use Cash Collateral Until Oct. 12
ROBB & STUCKY: Seeks Approval of Bank of America Settlement
ROBB & STUCKY: CIRS Wants Additional Adequate Protection

ROSSCO HOLDINGS: Plan Filing Period Further Extended to Sept. 30
ROUND TABLE: Wants to Use Cash Collateral to Pay Professional Fees
ROUND TABLE: First Bankers Appointed as Sole Trustee for ESOP
ROUND TABLE: Wants Examiner Appointed to Probe Plan Feasibility
ROUND TABLE: GE Capital, Unsecureds Oppose Plan Disclosures

RUMSEY LAND: Court Approves Sale of Assets to Successful Bidders
SECOND CHANCE: Court Approves $5MM Settlement of Toyobo Dispute
SEAHAWK DRILLING: Full-Payment Plan Set for Aug. 30 Hearing
SHAP LLC: Lone Creditor Wins Dismissal of Chapter 11 Case
SIGNATURE STYLES: Spiegel Owner Takes Contract With Siriano

SIGNATURE STYLES: Hires Polsinelli Shughart as Counsel
SIGNATURE STYLES: Committee Taps Cooley LLP as Lead Counsel
SITEL LLC: Moody's Affirms 'B3' Corporate Family Rating
SOCIETY OF JESUS: Northwest's Jesuits Chapter 11 Plan Confirmed
SOUTH BAY EXPRESSWAY: Property Not Exempt From Taxation

STANDARD STEEL: Moody's Upgrades CFR to B3; Outlook Stable
STATION CASINOS: Deadline to Submit Administrative Claims July 18
STATION CASINOS: GV Ranch Claims Bar Date Set for Aug. 12
STATION CASINOS: GV Committee Proposes to Double GLC Flat Fee
STERLING ESTATES: Can Access Cash Collateral Until July 29

STERLING ESTATES: Court Grants Lender Motion to Withdraw ORIX Plan
SUPERIOR ACQUISITIONS: Case Converted to Chapter 7; Plan Withdrawn
TABS 2005-2: DBRS Confirms Ratings on Various Notes at 'C'
TELMARK PROPERTIES: High Court Winds Up Firm Over Rent Debts
TEN X CAPITAL: Cole Taylor Bank Wants to Prohibit Cash Use

TEN X CAPITAL: Court Wants Chapter 11 Plan by Oct. 28
TWEETER OPCO: Buyer Schultze Liable for WARN Act Claims
UNITED GILSONITE: James Patton to Handle Future Asbestos Claimants
URBAN WEST: Has Until Aug. 22 to Propose Chapter 11 Plan
UTGR INC: Court Withholds Final Decree, Wants Status Report

VENSURE FEDERAL: NCUA Orders Closure Due to Insolvency
VICTOR VALLEY: Prime Healthcare to Buy Hospital for $35-Mil.
VITRO SAB: Beats Back 12 Renewed Involuntary Petitions
VITRO SAB: Bondholders Not Required to Disclose Holdings
VITRO SAB: Noteholders Skeptical Mediation Will Lead to Accord

VITRO SAB: Credit Agricole Wants to Pursue Claims v. Norteamerica
WALL STREET: S&P Assigns 'B' Corporate Credit Rating
WESTLAKE EVERGREEN-DE: Needs More Time to File Schedules
WESTLAKE EVERGREEN-DE: Sec. 341 Creditors Meeting Set for Aug. 9
WESTPORT PROPERTY: Court Cites Flaws in Plan Outline

WII COMPONENTS: Suspending Filing of Reports with SEC

* Gay Bankruptcy Won't Be Going to U.S. Supreme Court

* Upcoming Meetings, Conferences and Seminars


                            *********


2271 ASSOCIATES: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 2271 Associates Inc.
          fka Palazzolo Holding IV Corp
        23 Dycke Lane
        Wesley Hills, NY 10952

Bankruptcy Case No.: 11-23351

Affiliates simultaneously filing separate Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
2345 Associates Inc                   11-23352
2350 Associates Inc                   11-23353
3212 Associates Inc                   11-23354
735 Associates Inc                    11-23355
Pipedreams Realty II Corp             11-23356
Pipedreams Realty IV Corp             11-23357
Pipedreams Realty V Corp              11-23358

Chapter 11 Petition Date: July 8, 2011

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

Judge: Robert D. Drain

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

2271 Associates'
Scheduled Assets: $1,771,489

2271 Associates'
Scheduled Liabilities: $16,875,172

A list of 2271 Associates' 18 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-23351.pdf

The petitions were signed by Chayim Kirschenbaum, president.


3900 BISCAYNE: U.S. Trustee Unable to Form Committee
----------------------------------------------------
The U.S. Trustee advises that a committee under 11 U.S.C. Sec.
1102 in the Chapter 11 case of 3900 Biscayne, LLC, has not been
appointed until further notice.

The U.S. Trustee reserves the right to appoint a committee should
interest develop among the creditors.

3900 Biscayne, LLC, is a Florida limited liability company which
owns real property located at 3900 Biscayne, in Miami, currently
leased to Miami Arts, Inc., a tuition-free public charter school
offering college-preparatory academic curriculum and conservatory-
style training in the visual and performing arts.  The Company
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-22948)
on May 12, 2011, in Miami, Florida.  Judge A. Jay Cristol presides
over the case.  James C. Moon, Esq., and Peter D. Russin, Esq., at
Meland Russin & Budwick, P.A., in Miami, represent the Debtor in
its Chapter 11 effort.  The Debtor disclosed $14,857,484 in total
assets and $13,691,533 in total liabilities as of the Chapter 11
filing.


AERIE RESORT: Receiver Cuts Asking Price to $3.95 Million
---------------------------------------------------------
Postmedia News reports that the receiver in charge of the
insolvent Aerie Resort has dropped the asking price for the
property for the third time to $3.95 million.

Court appointed trustee Ken Glover listed the property with DTZ
Barnicke at $6.9 million in 2009, a price that was dropped to
$5.9 million and then to $4.75 million, Postmedia News discloses.

Postmedia News relates that Mr. Glover said there has been plenty
of interest in the resort, but either financing has been a problem
or would-be buyers shy away from pulling the trigger on a deal.

The Aerie was on the market in 2004 for $13 million, at that point
being sold by original owner Maria Schuster.  Ms. Schuster closed
the Aerie in November 2010 following three difficult years.  A
sale must be approved by the courts.

Aerie Resort is a luxury hotel on the Malahat, British Columbia.
The hotel is set on 33 hectares and includes three buildings with
35 guestrooms.  Glover-Drennan is the receiver of the property.


AES THAMES: Seeks Access to Cash to Get Market Participant Status
-----------------------------------------------------------------
AES Thames L.L.C., asks the U.S. Bankruptcy Court for the District
of Delaware for authorization to use the property of the estate,
including cash that may constitute cash collateral for the purpose
of obtaining market participant status, and grant Connecticut
Light and Power Company (CL&P) adequate protection.

The Debtor will also use the property of the estate to:

   -- post the MPS deposit, including authorization to post cash
      or similar form of deposit;

   -- pay the application fee;

   -- take the application steps;

   -- execute the MPS agreement; and

   -- make further use of the Debtor's property other than in the
      ordinary course of business as the Debtor deems necessary.

The Debtor relates that CL&P failed to obtain control over any
deposit accounts or to take possession of cash of the Debtor as
required by the UCC to perfect its security interest.  The Debtor
stated that the interest of CL&P, if any, that is entitled to
protection is minimal.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant CL&P a replacement lien on
substantially the same terms as the fifth interim order.

The Debtor set a July 26 hearing on its request to use the cash
collateral.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Landon Ellis,
Esq., at Landis Rath & Cobb LLP, serve as the Debtor's bankruptcy
counsel.

The Debtor tapped Murtha Cullina LLP as its special counsel;
Charles River Associates as its regulatory consultant, and
Houlihan Lockey Capital, Inc., as financial advisor and investment
banker.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.  The TCR reported on March 30, 2011, that the Debtor
disclosed $156,747,507 in assets and $5,929,775 in liabilities.

On Feb. 15, 2011, the U.S. Trustee appointed an official Committee
of Unsecured Creditors in the Debtor's case.  The Committee tapped
FTI Consulting Inc. as its restructuring and financial advisor,
and Blank Rome LLP as its counsel.


ALIZE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------
Debtor: Alize, A Nevada Corporation
          aka Alize At The Top Of The Palms
              Alize, Inc.
        5145 Rogers Street, #C
        Las Vegas, NV 89118

Bankruptcy Case No.: 11-20804

Chapter 11 Petition Date: July 8, 2011

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

Judge: Linda B. Riegle

Debtor's Counsel: Richard McKnight, Esq.
                  LAW OFFICES OF RICHARD McKNIGHT, P.C.
                  330 S. Third Street, #900
                  Las Vegas, NV 89101
                  Tel: (702) 388-7185
                  Fax: (702)388-0108
                  E-mail: rmcknight@lawlasvegas.com

Scheduled Assets: $375,144

Scheduled Debts: $3,392,893

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-20804.pdf

The petition was signed by Andre Rochat, president.


AMBAC FINANCIAL: Hearing on Plan Disclosures Set for Aug. 12
------------------------------------------------------------
Ambac Financial Group, Inc. submitted to Judge Shelley C. Chapman
of the U.S. Bankruptcy Court for the Southern District of New York
a disclosure statement on July 8, 2011, explaining its Chapter 11
Plan of Reorganization dated July 6, 2011.

AFG President and Chief Executive Officer Diana G. Adams states
that the form of the Plan will depend on whether the proposed Plan
Settlement is effectuated on or before July 29, 2011.

Following months of negotiations among stakeholders, the Debtor
and its major creditor constituencies have developed the proposed
Plan Settlement, the structure and terms of which the Debtor
believes will benefit all parties, Ms. Adams says.  If, on or
before the Plan Settlement Deadline, each of the Office of the
Commissioner of Insurance for the State of Wisconsin, as regulator
of Ambac Assurance Corporation; and the Commissioner of Insurance
for the State of Wisconsin, as rehabilitator of AAC's Segregated
Account; and AAC agree to the Plan Settlement, the Plan will take
the form of the "Plan Settlement Option."

The Plan Settlement Option provides that the Reorganized Debtor
will retain ownership of AAC, and the Reorganized Debtor will not
otherwise take any action that will result in a Deconsolidation
Event, which is defined as any event that results in neither AAC
nor any entity that, pursuant to Section 381 of the Internal
Revenue Code, succeeds to the tax attributes of AAC described in
Section 381(b) of the Internal Revenue Code being characterized as
an includible corporation with the affiliated group of
corporations of which the Debtor, the Reorganized Debtor, or any
successor is the common parent, all within the meaning of Section
1504 of the Internal Revenue Code.

If the OCI and AAC do not agree to the Plan Settlement, the Plan
will proceed with a "Deconsolidation Option."

The Deconsolidation Option provides that the Reorganized Debtor
will:

  (i) reject July 18, 1991 Tax Sharing Agreement;

(ii) cause a deconsolidation of the AAC Subgroup from the Ambac
      Consolidated Group for U.S. federal income tax purposes;
      and

(iii) either (x) make an election pursuant to applicable
      Treasury Regulations to allocate to the Reorganized Debtor
      the maximum amount of net operating losses held by the
      Ambac Consolidated Group, or (y) take a worthless stock
      loss in respect of its ownership of stock in AAC.

However, if the Debtor determines that it will be unable to effect
the transactions contemplated by the Deconsolidation Option, the
Debtor may choose to convert the Chapter 11 Case to a case under
Chapter 7 of the Bankruptcy Code.

     Plan Settlement Option vs. Deconsolidation Option

            Plan Settlement             Deconsolidation
                 Option                     Option
            ---------------             ---------------

Transaction  Debt for equity exchange:  Holders of Senior
            Notes Claims are to receive New Common Stock in
            the amount set forth in the Plan.  Holders of
            General Unsecured Claims are to receive New Common
            Stock and General Unsecured Warrants in the amounts
            Set forth in the Plan.  Holders of Subordinated
            Notes Claims are to receive Subordinated Notes
            Warrants in the amount set forth in the Plan, and
            if the Class of Subordinated Notes Claims votes in
            favor of the Plan, New Common Stock in the amount
            set forth in the Plan.

Economic     Reorganized AFG retains     Reorganized AFG causes a
Interest in  ownership of AAC stock.     Deconsolidation of the
AAC          Reorganized AFG also        Ambac Consolidated Group
            obtains an economic         by transferring more
            interest in AAC in the      than 20% of its AAC
            form of $350 million        stock or transferring
            in Junior Surplus Notes     the economic rights of
            issued by AAC's             more than 20% of stock
            Segregated Account and      in AAC to either AFG
            through the transactions    Prime, a third party
            giving effect to the Plan   unrelated to Reorganized
            Settlement, namely, the     AFG.
            Cost Allocation Agreement,
            the Tax Sharing Agreement
            and applicable TSA
            Amendment.

TSA          TSA assumed and amended     TSA rejected pursuant to
            pursuant to the Plan.       the Plan.

NOLs         Pursuant to TSA             Reorganized AFG will
            Amendment A, the            either (i) elect to
            Allocated NOLs will be      reattribute up to the
            available for use by AAC    maximum amount of AAC's
            and will be equal to        NOLs to AFG, or (ii)
            (a) the lesser of           take a worthless stock
            (i) $4 billion and          loss with respect to AAC
            (ii) the amount of NOLs     stock to the maximum
            available for use by        extent permitted under
            the Ambac Consolidated      the Internal Revenue
            Group minus the amount      Code and applicable
            (ii) the shelter            Treasury Regulations.
            Debt-related income
            realized pursuant to
            the Plan, less (b) AAC's
            attributable share of
            any NOLs surrendered
            pursuant to a settlement
            with the IRS.  Subject
            to the applicable credits
            set for in TSA Amendment
            A, AAC may utilize the
            Allocated NOLs in exchange
            for a payment equal to
            40% of the aggregate amount
            of AAC's regular tax
            Liability and, without
            duplication, alternative
            minimum tax liability for
            the taxable year in which
            the NOLs are used that
            would otherwise have been
            paid by AAC if those NOLs
            were not available for
            its use.

            Under TSA Amendment B, the
            Allocated NOLs will be
            available for use by AAC
            and will be equal to (a)
            the lesser of (i) $4 billion
            and (ii) the amount of
            NOLs available for use by
            the Ambac Consolidated
            Group minus the amount
            needed to shelter debt-
            related income realized
            under the Plan, less (b)
            AAC's attributable share
            of any NOLs surrendered
            pursuant to a settlement
            with the IRS.  AAC may
            utilize the first 40% of
            the Allocated NOLs at no
            cost.

            Under the TSA Amendment C,
            the Allocated NOLs will be
            available for use by AAC
            in exchange for cash
            payments of $60 million
            paid.

Claims       AFG will release any        A litigation trust will
Against      claims, avoidance actions   be established to
AAC          and causes of action,       preserve and prosecute
            which have been or could    any and all claims and
            be brought against AAC,     causes of action arising
            the Segregated Account or   before the Effective
            the OCI by or on behalf     Date, which could be
            of AFG's estate,            brought against AAC, the
            including preference        Segregated Account, or
            or fraudulent transfer      the OCI by or on
            claims with respect         behalf of AFG's
            to tax refund related       estate.
            payments made to AAC by
            AFG in September 2009 and
            February 2010, and any
            possible misallocation of
            tax refunds in exchange
            for (i) transactions
            giving effect to the Plan
            Settlement, including the
            Cost Allocation Agreement,
            the TSA and applicable
            TSA Amendment, (ii) a
            $30 million Cash Grant
            from AAC to AFG, and
            (iii) $350 million in
            Junior Surplus Notes
            issued by the Segregated
            Account.

Expense      Expense sharing will be     Unresolved
Sharing      governed by an amended
            Cost Allocation Agreement,
            providing for payment of
            AFG's operating expenses up
            to a $6 million per annum
            cap.  AAC's obligation to
            reimburse AFG operating
            expenses will be reduced
            by 50% of the sum of:
            (a) the amount paid by AAC
            for the use of NOLs and
            (b) the amount of
            distributions received by
            AFG from any Target multi-
            plied by the proportion
            of the purchase of the
            Target was funded by the
            Cash Grant.  AAC will pay
            85% of the costs incurred
            since the Petition Date
            related to the IRS Dispute.

The acceptance by OCI and AAC of the Plan Settlement, which is
predicated on an equitable sharing of the savings resulting from
the use by AAC of the NOLs, should reduce AAC's tax liabilities
and increase cash available to pay AAC's policyholders, Ms. Adams
tells the Court.  The Plan Settlement is designed so that a
majority of the savings resulting from the use by AAC of the NOLs
will be retained by AAC.

If, however, the Deconsolidation Option pushes through and the
NOLs are reattributed from AAC to the Debtor, AAC would not have
the ability to utilize the NOLs, Ms. Adams points out.  As a
result, AAC could incur hundreds of millions of dollars of
increased tax liability to the detriment of policyholders and
other parties with an interest in AAC, she notes.  In sum, the
Plan Settlement would materially benefit the Debtor and its
creditors, and AAC and its policyholders.

Pursuant to the Plan, on the Effective Date, in full and final
satisfaction and discharge of and in exchange for their Claims,
each Holder of a Senior Notes Claim will receive New Common Stock,
and each Holder of a General Unsecured Claim and Subordinated
Notes Claim will receive New Common Stock and Warrants as set
forth in the Plan.

The Disclosure Statement also provides a detailed background of
the Debtor's Chapter 11 case and related proceedings.

The Debtor will file with the Court a liquidation analysis before
the Disclosure Statement hearing.  The Debtors will also provide
later on valuation analysis and financial projections.

                    Hearing on Plan Outline
                       Set for August 12

Judge Chapman will hold a hearing on August 12, 2011, to consider
approval of the Disclosure Statement as containing adequate
information within the meaning of Section 1125(a) of the
Bankruptcy Code.

Objections to the Disclosure Statement, if any, must be in writing
and be filed with the Court and served upon certain parties so as
to be received on or before August 8, 2011:

  * Counsel for the Debtor
    Dewey & LeBoeuf LLP
    Attn: Jeffrey Chubak, Esq.
    1301 Avenue of the Americas
    New York, New York 10019

  * Counsel for the Official Committee of Unsecured Creditors
    Morrison & Foerster LLP
    Attn: Anthony Princi, Esq.
    1290 Avenue of the Americas
    New York, New York 10104

  * Counsel for the OCI
    Foley & Lardner LLP
    Attn: Frank W. DiCastri, Esq.
    777 East Wisconsin Avenue,
    Milwaukee, Wisconsin 53202

  * The Office of the United States Trustee for Region 2
    Brian S. Masumoto
    33 Whitehall Street
    21st Floor
    New York, New York, 10004

The Court is also set to consider at the August 12 hearing:

  -- approval of procedures for soliciting, receiving and
     tabulating votes to accept or reject the Plan and for
     filing objections to the Plan; and

  -- the appointment of Kurtzman Carson Consultants LLC as the
     Debtor's voting agent.

The solicitation packages for holders of General Unsecured Claims,
Senior Note Claims and Subordinated Notes Claims will include a
copy of the disclosure statement order, a copy of the disclosure
statement including the Plan, customized ballot and voting
instructions, and a notice of the confirmation hearing.

Holders of Priority Non-Tax Claims, Secured Claims, Section 510(b)
Claims, Intercompany Claims and Equity Interests will receive a
Confirmation Hearing Notice and a notice of non-voting status.

Each holder of a General Unsecured Claim, a Senior Notes Claim or
a Subordinated Notes Claim must vote all of its claims in one
class either to accept or reject the Plan and may not split its
votes within the class.

The proposed deadline by which ballots and master ballots with
respect to the Plan will be accepted by the Debtor on Sept. 23,
2011.

The Debtor has engaged KCC to assist in the balloting and
tabulation of ballots and master ballots for Class 3, 4, and 5,
the classes who are entitled to vote on the Plan.  The proposed
Voting Deadline is Sept. 23, 2011.

The Debtor proposes October 5, 2011, as the hearing to consider
confirmation of the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Ambac_July8DS.pdf

                    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: Plan Does Not Benefit Policyholders, Says OCI
--------------------------------------------------------------
The Office of the Commissioner of Insurance for the State of
Wisconsin, in its capacity as rehabilitator of Ambac Assurance
Corporation's Segregated Account, related in a July 7, 2011,
public statement that it does not believe the reorganization plan
proposed by Ambac Financial Group, Inc. is in the best interests
of policyholders of the Segregated Account, or those of the AFG
creditors.

The Rehabilitator engaged in discussions for several months with
AFG and the Official Committee of Unsecured Creditors to see if
mutually agreeable terms could be arrived at for equitably
allocating net-operating-loss tax attributes and certain other
resources among AFG, AAC and the Segregated Account.  The
Rehabilitator's objectives in those discussions have been to
protect the interests of and maximize value for policyholders and
policy beneficiaries of the Segregated Account.

Despite the Rehabilitator's best efforts to facilitate a fair
resolution of issues, the parties reached an impasse.  AFG, pushed
by its creditors, has filed a proposed bankruptcy plan of
reorganization to restructure the debt of AFG on terms which are
inconsistent with the consensual direction of the recent
negotiations with the Rehabilitator.  The AFG plan proposes to
employ litigation to try to divert value from the Segregated
Account.

The Rehabilitator says it will vigorously contest that litigation.

                    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: Wisc. Court Okays R. Peterson as Consultant
------------------------------------------------------------
Judge William D. Johnston of the Circuit Court for Dane County in
Wisconsin approved the engagement of Roger Peterson as Special
Deputy Commissioner for the Segregated Account of Ambac Assurance
Corporation.

As manager of the Segregated Account, AAC will pay Mr. Peterson
$600,000 annually plus a $375 bonus after 40 months, according to
a separate report by Cary Spivak of The Journal Sentinel.

The report relates that Mr. Peterson's job as former deputy
division administrator for regulator and enforcer pays him just
more than $100,000 yearly.

                    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.


AMERA WINTER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Amera Winter Garden, Ltd.
        2900 University Drive
        Coral Springs, FL 33065

Bankruptcy Case No.: 11-29048

Chapter 11 Petition Date: July 8, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Drive, #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Scheduled Assets: $7,873,257

Scheduled Debts: $13,297,912

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-29048.pdf

The petition was signed by George Rahael, president of Amera
Associates, Inc.


ANDRE ROCHAT: French Restaurants File for Bankruptcy in Las Vegas
-----------------------------------------------------------------
France native Marius Andre Rochat, his Alize restaurant at the top
of the Palms Casino Resort, Andre's at Monte Carlo, and Mr.
Rochat's restaurant-management company, Gastronomy Management
Group filed Chapter 11 petitions (Bankr. D. Nev. Case No. 11-
20808) on July 8, 2011.

Mr. Rochat's petition estimated $100,000 to $500,000 in assets and
$1 million to $10 million in debts.

Mr. Rochat is represented by:

          Richard McKnight, Esq.
          THE LAW OFFICES OF RICHARD MCKNIGHT
          330 S. Third Street, Suite 900
          Las Vegas, NV 89101
          Tel: 702-388-7185

According to Jacqueline Palank at Dow Jones' Daily Bankruptcy
Review, court papers show Alize lost $93,000 last year while
Andre's lost $290,000.  They took on too much debt while the
economy tanked, Joseph Marsco, Gastronomy's director of operations
told Vegas Inc.

DBR relates Mr. Rochat and his three companies all listed $2.3
million in claims held by Plaza Bank in their Chapter 11
petitions.  According to DBR, Vegas Inc. reported that Plaza Bank
has alleged that the borrowers are in default on the loans.  Plaza
has raised its voice in the bankruptcy that Rochat affiliate A&A
Inc. launched in January, objecting to the sale of the site of the
original Andre's restaurant on the Las Vegas Strip (that closed at
the end of 2008, according to the Las Vegas Sun).


ARTS DES PROVINCES: Files for Chapter 7 Bankruptcy
--------------------------------------------------
Furniture Today reports that Arts des Provinces de France, Inc.,
the parent of high-end country French home furnishings retailer
Pierre Deux, has filed for Chapter 7 bankruptcy liquidation and
its showrooms across the United States appear to be closed.

Furniture Today relates that Arts des Provinces de France filed
for protection in U.S. Bankruptcy Court in Newark, N.J., on
June 23, 2011, disclosing assets of $12.1 million and debts of
$53.9 million.  Until recently, the Company operated 23 stores in
13 states, with the largest concentration in California and the
Northeast, Furniture Today discloses.

According to the report, Sharon Levin, an attorney representing
the company in the filing, said the Pierre Deux parent "no longer
exists."

According to the filing, unsecured supplier creditors and their
claims include Nourison Inds., $123,354; Motif Designs, $64,970;
Highland House, $52,605; Kai Wi Kreations, $37,888; French Market
Collection, $37,212 and Dessau Home, $34,353. French supplier
claims include Tissus D'Avesnieres, $205,431; and Tissages de
Gravigny, $101,724.

Based in Secaucus, New Jersey, Arts Des Provinces De France, Inc.
owns and operates home furnishing store.


BABY FOX: Terminates 868,262 Common Shares Registration
-------------------------------------------------------
The Securities and Exchange Commission, on Aug. 6, 2010, declared
effective a registration statement on Form S-1 of Baby Fox
International, Inc., initially filed with the SEC on May 12, 2008,
originally registering the resale by the selling shareholders
identified in the prospectus of an aggregate of 868,262 shares of
our common stock.  This offering has been terminated.  Pursuant to
the undertaking contained in the Registration Statement, the
Company filed a post-effective amendment to the Registration
Statement to terminate the Registration Statement and deregister
all of the shares of Common Stock that remain unsold.

                    About Baby Fox International

Shanghai Minhang District, P.R.C.-based Baby Fox International,
Inc., is a Nevada corporation organized on Aug. 13, 2007, by
Hitoshi Yoshida, a Japanese citizen, as a listing vehicle to
acquire Shanghai Baby Fox Fashion Co., Ltd.  The Company is a
growing specialty retailer, developer, and designer of
fashionable, value-priced women's apparel and accessories.  The
Company's products are aimed to target women aged 18 to 40 in
China.  The Baby Fox brand was initially registered in Italy in
May of 2003 and it is promoted as an international brand in China.

The Company reported a net loss of US$435,531 on US$25.2 million
of revenue for fiscal year ended June 30, 2010, compared to a net
loss of US$4.5 million on US$24.3 million of revenue for fiscal
2009.

Following the fiscal 2010 results, Friedman LLP, in Marlton, N.J.,
expressed substantial doubt about the Company's ability as a going
concern.  The independent auditors noted of the Company's losses,
negative cash flows from operations and working capital
deficiency.

The Company's balance sheet at March 31, 2011, showed US$12.94
million in total assets, US$21.04 million in total liabilities and
a US$8.10 million total stockholders' deficit.


BANK OF AMERICA: Treads Lightly on Involuntary Filers
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bank of American NA is magnanimous in victory over 25
individuals who filed an unsuccessful involuntary bankruptcy
petition last month against the San Francisco-based bank.  The
bankruptcy judge in Denver dismissed the involuntary petition on
June 21, four days after it was filed.  The judge gave the bank
until July 8 to file a motion seeking the imposition of sanctions
on the individuals for filing the failed petition.

According to the report, in its motion for sanctions, the bank
said it is "far more concerned about preventing a further
involuntary bankruptcy filing than in obtaining monetary damages."
Consequently, the bank requested that the bankruptcy court hold
off from collecting its "substantial" costs so long as the
individuals don't file another involuntary bankruptcy.

On June 17, 2011, tens of individuals launched an involuntary
Chapter 11 case (Bankr. D. Colo. Case No. 11-24503) against Bank
of America N.A.  The petitioners claim to be owed roughly $60
million in the aggregate.  The petitioners identify themselves in
the signature pages of the Chapter 11 petition as members of
either the "Independent Rights Political Party" or the
"Independent Rights Party."


BANKUNITED FINANCIAL: Partial Settlement With FDIC Approved
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Federal Deposit Insurance Corp. and the official
creditors' committee for BankUnited Financial Corp. were
authorized by the bankruptcy judge on July 8 to settle enough of
the their disputes so the court could schedule an Aug. 9 hearing
for approval of the disclosure statement explaining the
committee's liquidating Chapter 11 plan.

Mr. Rochelle recounts that BankUnited has filed a proposed Chapter
11 plan but confirming a plan was being blocked by the FDIC's
$1.47 billion claim based on the bank's capital deficiency.  The
FDIC contended the claim should be paid in full under bankruptcy
law.  There is a separate dispute over ownership of tax refunds.

According to the report, the settlement, hammered out with Francis
Carter as mediator, has the FDIC and BankUnited cooperating in
pursuit of a $48 million tax refund.  Whatever the government pays
will be held in an escrow account until resolution of the
conflicting claims to the refund.  The settlement lays out how the
FDIC and the holding company will divide whatever refunds they
receive.

                   About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22, 2009.
Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen
LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its $3.6
billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BARZEL INDUSTRIES: Plan Outline Hearing Rescheduled to July 25
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
rescheduled to July 25, 2011, at 4:00 p.m. (Eastern Time), the
hearing to consider adequacy of the Disclosure Statement
explaining Barzel Industries Inc., et al.'s plan of liquidation.

The hearing was previously scheduled for July 21, at 1:00 p.m.

As reported in the June 1, 2011 edition of the Troubled Company
Reporter, the Plan provides that holders of "miscellaneous secured
claims" will receive cash or recover the property securing the
claim.  Prepetition secured noteholders will receive cash upon
payment of all administrative claims, priority claims, the
miscellaneous secured claims, and the wind-down reserve.  These
secured creditors are impaired under the Plan.

Holders of general unsecured claims will share pro rata from the
cash reserved for general unsecured creditors.  They are impaired
under the Plan.

Shareholders of the Debtors will retain no ownership interests.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/BARZEL_DS_01.PDF

                        About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., was in the
business of processing and distributing steel.  The Company
manufactured steel for the construction and industrial
manufacturing industries, and produces finished commercial racking
products.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-13204) on Sept. 15, 2009.
Judge Christopher S. Sontchi presides over the cases.  J. Kate
Stickles, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, and
Gerald H. Gline, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, N.J., serve as the Debtors' counsel.

On the same day, Barzel Industries filed applications for relief
under the Canadian Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice -- Commercial List.

Barzel Industries recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel sold most of the assets in November 2009 for $75 million to
Norwood, Massachusetts-based Chriscott USA Inc.  Secured lenders
agreed to a settlement later where they received a release of
claims in return for giving up $800,000.


BEAR VALLEY: Opposes Ronen Armony Motion to Dismiss Case
--------------------------------------------------------
Party-in-interest Ronen Armony, the General Partner and 80% owner
of Bear Family Valley Family Partnership, asks the U.S. Bankruptcy
Court for the Central District of California to dismiss the
Chapter 11 bankruptcy case of Bear Valley pursuant to 11 U.S.C.
Sec. 1112(b).

The Debtor opposes the dismissal request.  The Debtor contends
that the Chapter 11 case was filed to ensure the payoff of all
creditors of the Debtor.

In its dismissal petition, Mr. Armony says that the petition was
filed without authorization and was also filed in bad faith and
for an improper purpose.  According to Mr. Armony, Gary Kanter,
Managing Member of VV Bear Valley LLC, did not have proper
authorization to file the petition.

Mr. Armony explains the petition falsely claims as assets
properties that were sold by the Debtor to him two years ago, and
was filed to gain a litigation advantage in an ongoing dispute
between him and Mr. Kanter in connection with the development of a
shopping center in Victorville California.  The lawsuit was
initiated by Mr. Armony against Mr. Kanter in the Superior Court,
State of California, County of San Bernardino, Case No. CIV-VS-
1101628).  In the lawsuit, Mr. Armony alleged breach of contract
and fraud based on Mr. Kanter's failure to perform on several
agreements.  On May 31, 2011, the hearing on Mr. Armony's motion
for preliminary injunction and writ of attachment was scheduled to
be heard on June 16, 2011.  On June 2, 2011, Mr. Kanter filed this
petition.

In its opposition to the motion, the Debtor says it intends to
file a plan calling for the completion of the leasing and the
selling of the properties to pay all creditors.  The Debtor
further states that VV Bear Valley, LLC, is the general partner of
the Debtor and has authority to file.

The Debtor disputes Mr. Armony's assertions that there are
falsehoods contained in the petition that demonstrate bad faith,
and that the petition was filed for an improper litigation tactic.

                    About Bear Valley Family

Based in Costa Mesa, California, Bear Valley Family Limited
Partnership filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-17893) on June 2, 2011.  Christopher P. Walker, Esq.,
at the Law Office of Christopher P. Walker, P.C., at Anaheim
Hills, Calif., serves as the Debtor's general bankruptcy
counsel.Judge Robert N. Kwan presides over the case.  The Debtor
scheduled assets of $14,006,000 and liabilities of $7,353,409.


BEARINGPOINT INC: Stern v. Marshall Affects Judge's Ruling
----------------------------------------------------------
Bankruptcy Judge Robert E. Gerber modified the order confirming
BearingPoint, Inc.'s plan of reorganization to allow John DeGroote
Services, LLC, the Liquidating Trustee, to pursue any claims
against BearingPoint's former officers and directors outside of
the Bankruptcy Court.  The targets of the litigation that the
Trustee wishes to bring -- BearingPoint's former CEO, Edwin
Harbach, and eight directors -- oppose the motion.

In a July 11, 2011 Bench Decision, Judge Gerber explained that if
the claims are litigated in bankruptcy court, the action would be
bogged down in procedural complications, aggravated by the Supreme
Court's recent decision in Stern v. Marshall.

"I normally would be quite reluctant to modify a confirmation
order -- even where, as here, there are no issues of unscrambling
eggs and no detrimental reliance by the objecting parties on the
provisions in question," Judge Gerber said.

Judge Gerber further said, "While there is no issue, even after
Stern v. Marshall, as to the subject matter jurisdiction of the
bankruptcy court to hear this controversy, the claims here are not
'core.'  If I require this action to be litigated here in the
bankruptcy court -- or, more precisely, initially in the
bankruptcy court -- there is a material risk, in my mind, that
especially with the inspiration of Stern v. Marshall, and the
Targets' pointed reminder that I wouldn't be authorized to enter
final judgment, this action will be tied in procedural knots by
motion practice, here and in the District Court, exploiting
asserted or actual inabilities on my part, as an Article I
bankruptcy judge, to issue findings and orders."

A copy of Judge Gerber's ruling is available at
http://is.gd/eTHSwUfrom Leagle.com.

Attorneys for F. Edwin Harbach are:

          Robert A. Van Kirk, Esq.
          George A. Borden, Esq.
          Steven M. Pyser, Esq.
          WILLIAMS & CONNOLLY LLP,
          725 Twelfth Street, N.W.
          Washington, D.C. 20005
          Tel: 202-434-5163
          Fax: 202-434-5029
          E-mail: rvankirk@wc.com
                  gborden@wc.com
                  spyser@wc.com

Attorneys for the Former Directors are:

          Paul C. Curnin, Esq.
          William T. Russell, Jr., Esq.
          Paul C. Gluckow, Esq.
          Craig S. Waldman, Esq.
          SIMPSON, THACHER & BARTLETT, LLP
          425 Lexington Avenue
          New York, NY 10017-3954
          Tel: (212) 455-2519
          Fax: (212) 455-2502
          E-mail: pcurnin@stblaw.com
                  wrussell@stblaw.com
                  pgluckow@stblaw.com
                  cwaldman@stblaw.com

                      About BearingPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection (Bankr. S.D.N.Y., Case No.
09-10691) on Feb. 18, 2009.  BearingPoint disclosed total assets
of $1.655 billion and debts of $2.201 billion as of Dec. 31, 2008.

The Debtors' legal advisor was Weil, Gotshal & Manges, LLP.  Their
restructuring advisor was AlixPartners LLP, and their financial
advisor and investment banker was Greenhill & Co., LLC.  Jeffrey
S. Sabin, Esq., at Bingham McCutchen LLP represented the
Creditors' Committee.  Garden City Group served as claims and
notice agent.

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and pursued a sale of its units, after
determining that creditor recoveries would be maximized through
sales of the businesses.

On Dec. 22, 2009, the Bankruptcy Court entered an order
confirming the Debtors' Modified Second Amended Joint Plan.  On
Dec. 31, 2009, a Notice of Effective Date of the Plan was filed
with the Bankruptcy Court.  John DeGroote was appointed as
liquidating trustee under the Plan.  The liquidating trustee is
represented by Katherine Dobson, Esq., at Bingham McCutchen, in
Hartford, Connecticut.  The trustee also has retained McKool Smith
P.C. and Whiteford, Taylor & Preston L.L.P. to pursue claims
against former company officers.


BERNARD L MADOFF: SIPC Says Bankruptcy Court Should Hear Suits
--------------------------------------------------------------
Linda Sandler, writing for Bloomberg News, reports that the
Securities Investor Protection Corp. opposed a move by investors
in Bernard Madoff's Ponzi scheme to seek a U.S. district judge's
review of lawsuits by the Madoff firm's liquidator, who is seeking
to recapture so-called fictitious profits.

Bloomberg recounts that U.S. District Judge Jed Rakoff in
Manhattan agreed last month to review so-called clawback actions
against James Greiff and other investors.  Their lawyer, Helen
Chaitman, Esq., said the suits violate investor protection and
securities laws.

According to the report, SIPC said the profits belong to other
investors, and the job of taking them back should be handled in
bankruptcy court.

The case is Picard v. Greiff, 11-cv-3775 (S.D.N.Y.).

                    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.


BORINQUEN FEDERAL: NCUA Liquidates Credit Union Due to Insolvency
-----------------------------------------------------------------
The National Credit Union Administration (NCUA) liquidated
Borinquen Federal Credit Union of Philadelphia on July 8, 2011.

NCUA made the decision to liquidate Borinquen Federal and
discontinue its operations after determining the credit union was
insolvent and had no prospect for restoring viable operations.

Member deposits are federally insured by the National Credit Union
Share Insurance Fund up to $250,000. NCUA's Asset Management and
Assistance Center will issue checks to individuals holding
verified share accounts in the credit union within one week.

Borinquen Federal Credit Union served 8,600 members and had
deposits of approximately $6 million.  Chartered in 1974,
Borinquen Federal Credit Union was a full-service financial
institution that served a low-income community in Philadelphia for
37 years.  It is the eleventh federally insured credit union
liquidation in 2011.


BPP TEXAS: Obtains Court Nod to Hire FTI Consulting as Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas on
June 15, 2011, authorized BPP Texas, LLC, et al. to employ FTI
Consulting, Inc., as their financial advisor.

To address the objection filed by Citizens Bank of Pennsylvania,
the Court held that nothing in the Order will be construed as
authorizing the payment of any fees or expenses to FTI by the
Debtors or from property of the estates, and that nothing in the
Order will be construed as authorizing any payment to FTI from
"cash collateral" as defined in the Bankruptcy Code or from any
surcharge against any property or creditors.

As reported in the Troubled Company Reporter's June 23, 2011
edition, FTI's services as financial advisor include, among other
things, (a) calculating appropriate cramdown interest rate under
the Debtors' Chapter 11 plan; (b) reviewing the Debtors' current
and forecasted capital structure related to market terms; and
(c) analyzing feasibility of the Debtors' Chapter 11 plan.

                         About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  In its schedules, BPP Texas disclosed $3,731,144 in
assets and $65,892,831 in liabilities as of the petition date.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.

Bankruptcy Judge Brenda T. Rhoades approved a disclosure statement
filed by six units of BPP LLC after the hotel operator agreed to
amend both the document and its plan to sell off its hotels.

Judge Rhoades set a July 28 confirmation hearing for the
debtor's liquidation plan.  Under that plan, BPP intends to sell
off 22 hotels in Texas, Wisconsin.


CATHOLIC CHURCH: Lay Committee Proposes to Tap Buck Consultants
---------------------------------------------------------------
The Official Committee of Lay Employees appointed in the Chapter
11 case of the Catholic Diocese of Wilmington, Inc., seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Buck Consultants as its pension consultants,
nunc pro tunc to May 23, 2011.

The professional services that the Lay Employees Committee
expects that Buck Consultants will be called upon to render may
include, but are not limited to:

  -- providing actuarial and valuation services with respect to
     the Lay Employees Pension Plan;

  -- analyzing claims against the Lay Pension Fund;

  -- advising the Lay Employees Committee with respect to
     pension issues under any plan filed in the Case; and

  -- performing all other pension consulting services for the
     Lay Employees Committee that may be necessary or desirable
     in the Chapter 11 proceedings.

Buck Consultants will be paid according to its customary hourly
rates.  The current hourly rates applicable to the principal
advisors proposed to represent the Lay Employees Committee are:

  Professional         Title                    Rate Per Hour
  ------------         -----                    -------------
  Aaron Shapiro        Director                      $568
  David Scharf         Director                      $568
  Michael Rozsa        Senior Consultant             $475
  Kandace Kreider      Senior Associate              $284

Other professionals may render services to the Lay Employees
Committee as needed.  Generally, Buck Consultants' hourly rates
are in these ranges:

            Principal                          $734
            Director                           $568
            Senior Consultant                  $475
            Consultant                         $356
            Senior Associate                   $284
            Associate                          $239
            Administrative Staff               $170

Aaron Shapiro, a director at Buck Consultants, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                 About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


CATHOLIC CHURCH: Milw. Parties Agree on Oct. 15 Claims Bar Date
---------------------------------------------------------------
At a hearing held June 22, 2011, the Archdiocese of Milwaukee and
the Official Committee of Unsecured Creditors advised the U.S.
Bankruptcy Court for the Eastern District of Wisconsin that they
had reached a resolution on the Archdiocese's request to
establish deadlines for filing proofs of claim.

Specifically, the Parties agreed to set October 15, 2011, as the
claims bar date for general claimants, and February 1, 2012, as
the claims bar date for abuse survivors.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin noted that the Archdiocese preserves its
right to object to claims on any grounds.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California noted that the agreed proposed order will
not require parishes and schools to provide information regarding
the claims process, but will provide that the Debtor asks schools
and parishes to provide the information.  He stated the Committee
reserves its right to seek to extend the claims bar date if the
parishes and schools do not cooperate with the Debtor's request.

The Parties further agreed that proofs of claim of abuse
survivors will not be filed on the docket but will be marked
personal and confidential to the attention of the Clerk of
Court's Office.

                 About the Diocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

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


CATHOLIC CHURCH: Cemetery Trust Sues Milw. Creditors Committee
--------------------------------------------------------------
The Archdiocese of Milwaukee Catholic Cemetery Perpetual Care
Trust has filed a complaint against the Official Committee of
Unsecured Creditors of the Chapter 11 case of the Archdiocese of
Milwaukee seeking a declaration from the U.S. Bankruptcy Court
for the Eastern District of Wisconsin that the Trust and certain
funds are not property of the Debtor's estate.

The Debtor has owned various Catholic cemeteries and mausoleums
since its inception.

The Debtor's ownership of the Milwaukee Catholic Cemeteries
includes all burial facilities within the Debtor's geographic
boundaries including, without limitation, individual burial
plots, crypts, niches and property dedicated for future use as
burial facilities.

The Cemetery Property currently consists of 1,000 acres of land,
in which over 500,000 remains are interred.  An estimated 3,000
new burials take place each year.

Parties wishing to utilize the Cemetery Property deliver payments
to the Debtor.

A portion of each Cemetery Payment is paid in exchange for
perpetual caretaking services of the Cemetery Property, including
preservation and maintenance of the Cemetery Property; the
portion is held in trust for the perpetual care of the Milwaukee
Catholic Cemeteries.

In 2008, funds then held in trust for the benefit of the
perpetual care of the Milwaukee Catholic Cemeteries were used to
fund the Trust, which was established under both Wisconsin law
and Canon Law to formalize the existing trust relationship under
which the Debtor held the funds.

Funds designated for perpetual care continue to be deposited into
the Trust for those purposes.

Timothy F. Nixon, Esq., at Godfrey & Kahn S.C., in Milwaukee,
Wisconsin, relates that the Trust constitutes a separate and
distinct legal entity from the Debtor, rather than a division or
asset of the Debtor, as evidenced by all accounting related to
the Trust, its independent creation and management, and its
unique tax identification.

Mr. Nixon contends that the Debtor does not have any rights to
terminate or revoke the Trust because it holds no supervisory or
other authority over the Trust.  He asserts that the Trust is
solely controlled by the terms set forth in its formation
documents.

                 About the Diocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

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


CENTURION PROPERTIES: Can Use GECC Cash Collateral Until Sept. 30
-----------------------------------------------------------------
Bankruptcy Judge Frank L. Kurtz has authorized Centurion
Properties III, LLC, to continue using cash collateral of pre-
petition lender General Electric Capital Corp. through Sept. 30,
2011, in accordance with an approved budget.

To provide adequate protection of GECC's interest in the property
securing its prepetition secured claims, the Debtor will pay GECC
$330,000 on or before the 1st day of each month.  The Debtor is
current on such payments.

To provide further protection, GECC is granted a first priority
perfected security interest in and lien upon all "Mortgaged
Property" and all products and proceeds.

A copy of the Fourth Cash Collateral Order is available at:
http://ResearchArchives.com/t/s?7670

As reported in the Troubled Company Reporter, the Bankruptcy Court
has already signed three stipulations providing the Debtor access
to cash collateral through June 30, 2011.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, in Spokane, Washington, assists the Company in
its restructuring effort.  In its schedules, the Debtor disclosed
$98,907,255 in assets and $115,334,775 in liabilities as of the
Petition Date.

The United States Trustee was unable to appoint a creditors
committee in the case.


CENTURION PROPERTIES: Employs Michael Hines as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
at Spokane has authorized Centurion Properties III LLC to employ
Michael J. Hines, Esq., at Lukins & Annis P.S. as special
litigation counsel.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, in Spokane, Washington, assists the Company in
its restructuring effort.  In its schedules, the Debtor disclosed
$98,907,255 in assets and $115,334,775 in liabilities as of the
Petition Date.

The United States Trustee was unable to appoint a creditors
committee in the case.


CENTURION PROPERTIES: D. Kirby, Et Al. Seek Trustee Appointment
---------------------------------------------------------------
Equity Interest Holders National Elite Financial Services LLC,
Daniel Kirby, and Lori Rhodes, ask the U.S. Bankruptcy Court for
the Eastern District of Washington at Spokane for entry of an
order appointing a Chapter 11 trustee.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, in Spokane, Washington, assists the Company in
its restructuring effort.  In its schedules, the Debtor disclosed
$98,907,255 in assets and $115,334,775 in liabilities as of the
Petition Date.

The United States Trustee was unable to appoint a creditors
committee in the case.


CHARLESTON ASSOCIATES: Wants Plan Filing Exclusivity Until July 29
------------------------------------------------------------------
Charleston Associates, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to further extend its exclusive periods to
file a plan and to obtain acceptances of that plan until July 29,
2011, and Sept. 28, 2011, respectively.  The Debtor is seeking
this extension to attempt to negotiate a consensual plan of
reorganization.  This is the Debtor's sixth motion for an
extension of its exclusivity periods.

The Debtor says that on June 1, 2001, it closed on the sale of the
Great Indoors site to Fry's Electronics, Inc.  Prior to the
closing of the Fry's sale, the secured lender was unwilling to
engage in negotiations with the Debtor regarding a consensual
plan.  The Debtor hopes to commence those discussions soon.

                  About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean C. Gramlich,
Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Del., represents the Debtor as Delaware counsel.  In
its schedules, the Debtor disclosed $92,348,446 in assets and
$65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represents the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Del., represents the Official Committee of Unsecured Creditors as
Delaware counsel.


CHRISTIAN BROTHERS: Court OKs Gordon Tilden as Litigation Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court Southern District of New York has
approved The Christian Brothers' Institute's application to employ
Gordon Tilden Thomas & Cordell LLP as special litigation counsel,
nunc pro tunc to April 29, 2011.

The Debtor says it has tapped Gordon Tilden so that it can defend
Christian Brothers' and its affiliate in lawsuits.

The firm's hourly rates are:

     Personnel                                    Rates
     ---------                                    -----
  Attorneys and Associates                       $250-$425
  Legal Assistants/Aides                         $130-$160
  Legal Clerks                                      $80


              About Christian Brothers' Institute

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

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

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

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  CBI estimated its assets at
$50 million to $100 million and debts at $1 million to
$10 million.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CHRISTIAN BROTHERS: Newmark Okayed as Broker for School Property
----------------------------------------------------------------
The U.S. Bankruptcy Court Southern District of New York has
approved The Christian Brothers' Institute's application to employ
Newmark & Company Real Estate, Inc. as exclusive real estate
broker.

Newmark & Company, doing business as Newmark Knight Frank, will as
real estate broker with respect to the marketing and sale of real
property located at 74 W. 124th Street, New York.  The Property is
currently used as a Catholic high school (Rice High School) and
has approximately 400 students.  Recently, Rice High School
announced that it would be closing at the end of this school year.

Newmark has advised the Debtor that:

   (a) Newmark is a "disinterested person" within the meaning of
       11 U.S.C. Sec. 101(14),

   (b) Newmark's officers, directors, shareholders and employees
       have no connection with the Debtor, its creditors or any
       other interested party, and

   (c) Newmark neither holds nor represents an interest adverse to
       the Debtor's estate in the matters upon it is to be engaged

Under the Agreement, in the event Newmark procures an acceptable,
qualified buyer for the Property and the sale is approved by the
Court pursuant to 11 U.S.C. Sec. 363, it will receive a commission
equal to 3% of the total sale price of the Property.  These rates,
according to the Debtors, are commensurate with the rates charged
by other firms for comparable services with respect to real
property of this nature.

              About Christian Brothers' Institute

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

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

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

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  CBI estimated its assets at
$50 million to $100 million and debts at $1 million to
$10 million.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CHURCH AT SOUTH LAS VEGAS: Files for Chapter 11 Protection
----------------------------------------------------------
The Church at South Las Vegas sought Chapter 11 protection Friday.
Katy Stech, writing for The Wall Street Journal's SpeakEasy, says
the church's pastors put some of the megachurch's money toward
transitional housing called Destiny House for ex-prostitutes
struggling to escape the dangerous industry with the help of
Hookers for Jesus -- a name that's about as subtle as Las Vegas
itself.


CMC CAPITAL: Court Affirms Chapter 7 Conversion
-----------------------------------------------
Bankruptcy Judge Joel B. Rosenthal upheld a prior ruling
converting the Chapter 11 case of CMC Capital Management Co., LLC,
to a liquidation under Chapter 7.  Judge Rosenthal denied five
motions filed by the Debtor on July 8, 2011: a Motion Seeking
Short Notice to Order Attorney to Refund Legal Fees to Obtain New
Counsel, and Order Approval to Use Rents to Retain Counsel; a
Motion Seeking Short Notice to Extend Time to File Notice of
Appeal; a Motion Seeking Short Notice for Removal of Automatic
Stay in addition to Motion for 2004 Examination and Opportunity to
bring in all documents given to Trustee; a Motion Seeking Short
Notice to Provide New Evidence to Support and Execute Chapter 11
Plan and Request Conference with both banks to adopt a
modification plan; and a Motion Seeking Short Notice to Order a
Stay in Chapter 7 to allow time to retain new counsel, get
reimbursement from prior counsel, and order/authorize use of
rental funds to retain new counsel.

The Court issued the Conversion Order and an Order Granting Motion
for Relief from Stay for the reasons set forth on the record at
the June 13, 2011 hearing including, but not limited to, the
Debtor's lack of proper insurance, the Debtor's failure to provide
adequate protection and failure to make post petition payments and
pay taxes, the Debtor's use of cash collateral without a court or
creditor's consent; and the need to make repairs to real property
which were provided by the City of New York and created a lien of
approximately $40,000.00 on the real property.  The Court had
denied the Debtor's Motion to Reconsider Chapter 11 Conversion to
Chapter 7 and Order Stay Back for failure to allege any newly
discovered evidence, any manifest error of law, or any significant
change in the law that would affect Court's June 13 decision.

The Court held that the Debtor's time to file an appeal from the
July 13 decision has passed.  Pursuant to Bankruptcy Rule 8002(a),
appeals must be filed within 14 days of the date of entry of the
Court's order.  The Debtor does not assert nor does the Court find
excusable neglect on behalf of the Debtor to warrant an extension
of the time to file a notice of appeal, and the Court does not
believe that it can extend the time to file an appeal under
Bankruptcy Rule 8002(c)(1)(A).

A copy of the Court's July 11, 2011 Decision and Order is
available at http://is.gd/uyTGdvfrom Leagle.com.

CMC Capital Management Co., LLC, filed for Chapter 11 bankruptcy
(Bankr E.D.N.Y. Case No. 11-42852) on April 6, 2011.  The
petition, filed pro se, estimated under $1 million in both assets
and debts.


COBALIS CORPORATION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Cobalis Corporation
        14462 Allegen
        Whittier, CA 90604

Bankruptcy Case No.: 11-39429

Chapter 11 Petition Date: July 8, 2011

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

Debtor's Counsel: Blake Lindemann, Esq.
                  BLAKE LINDEMANN, ATTORNEY-AT-LAW
                  433 N. Camden Drive, 4th Floor
                  Beverly Hills, CA 90210
                  Tel: (310) 279-5269
                  Fax: (310) 279-5370
                  E-mail: blindemann@llgbankruptcy.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-39429.pdf

The petition was signed by Chaslav Radovich, president.


CONTINENTAL COMMON: Extends Access to Cash Collateral to July 31
----------------------------------------------------------------
Continental Common, Inc., and its secured lender PNC Bank, N.A.,
agreed to modify and supplement the cash collateral use budget and
extend the Debtor's time to use cash collateral until July 31,
2011.

PNC Bank is represented by:

         William L. Wallander, Esq.
         Bradley R. Foxman, Esq.
         VINSON & ELKINS L.L.P.
         Trammell Crow Center
         2001 Ross Avenue, Suite 3700
         Dallas, Texas 75201-2975
         Tel: 214.220.7700
         Fax: 214.220.7716
         E-mail: bwallander@velaw.com
                 bfoxman@velaw.com

A full-text copy of the Amended Cash Collateral Budget is
available for free at http://ResearchArchives.com/t/s?7674

                About Continental Common, Inc.

Dallas, Texas-based Continental Common, Inc., has primary assets
consist of various real estate holdings in multiple states.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 10-37542) on Oct. 28, 2010.  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, represents the
Debtor.  The Company disclosed $29,250,424 in assets and
$25,150,836 in liabilities.  The U.S. Trustee has not appointed
a creditors' committee or examiner in the case.


COPPER CREEK: Court Tosses Bid to Reject Chief Industries' Deal
---------------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney denied the request of Copper
Creek Estates - Grand Island, L.L.C., to reject contracts held by
Chief Industries, Inc.  The Court held that Chief has no ongoing
obligations under the agreement and, therefore, the agreement is
not executory.  It cannot be rejected under Sec. 365 of the
Bankruptcy Code.

The Debtor entered into an agreement with Chief Industries,
whereby Chief would deliver to the debtor $1 million to be used by
the Debtor to develop land.  As consideration for the payment,
Chief received an exclusive right to sell lot purchasers modular
homes built by a division of Chief called "Bonna Villa Homes."
The agreement provided that once a lot was purchased, the
purchaser could only place upon that lot a modular home
manufactured by Bonna Villa.

Judge Mahoney noted that it is clear from the testimony of the
representative of the Debtor at the first meeting of creditors
that the real intent of this whole case is to eliminate the
restrictive covenant which has been filed, recorded, and runs with
the land.  That restrictive covenant includes the requirement that
only Bonna Villa homes can be placed on the lots.  Judge Mahoney
said that portion of the restrictive covenant can only be amended
by the agreement of both the Developer/Debtor and Chief.  Even if
the Agreement was determined to be executory and rejected, the
rejection does not affect the restrictive covenant or the right of
Chief under the covenant.

A copy of Judge Mahoney's July 8, 2011 Order is available at
http://is.gd/H0k2j9from Leagle.com.

                    About Copper Creek Estates

Based in Sutton, Nebraska, Copper Creek Estates-Grand Island, LLC,
develops land in Hall County, Nebraska.  Once developed, the
platted lots were to be sold for use by purchasers for
construction of personal residences.  Copper Creek filed for
bankruptcy (Bankr. D. Neb. Case No. 11-40496) on Feb. 28, 2011.
Trev Peterson, Esq. -- tpeterson@knudsenlaw.com -- at Knudsen
Berkheimer Richardson Endacott, serves as the Debtor's counsel.
The Debtor scheduled assets of $2,766,657 and debts of $4,807,631.
The petition was signed by Jim Van Kirk, manager.


CORBIN PARK: Aspen Square Agrees to Buy Project for $14 Million
---------------------------------------------------------------
Krista Klaus, staff writer at the Kansas City Business Journal,
reports that developer Aspen Square Inc. has agreed to pay
$14 million for Overland Park's Corbin Park retail project.

According to the report, stalking horse bidder Aspen Square, led
by Michael Schlup, agreed to buy the project from Omaha-based
Corbin Park LP, though other interested parties have until August
30 to bring offers to the table, according to court documents.

The report says CB Richard Ellis began marketing the property
earlier this year.  Interested parties have included Kansas City-
based RED Development LLC, Block & Co. LLC and Denver-based
Alberta Development Partners.

Mr. Schlup faced criminal charges in the state of Missouri in 2007
for tax evasion relating to not deducting and paying employment
taxes on undocumented workers for a Lake of the Ozarks condominium
project.  Mr. Schlup paid nearly $1 million in back taxes, fines
and court fees.

The report notes a lending syndicate led by Bank of America is
owed more than $33 million for the project.

A July 21 hearing is scheduled in the case.

Based in Omaha, Neb., Corbin Park, L.P., acquired part of a 97-
acre, partially developed, shopping center known as Corbin Park in
2008.  Corbin Park sought Chapter 11 protection (Bankr. D. Kan.
Case No. 10-20014) on Jan. 5, 2010.  Carl R. Clark, Esq., and
Jeffrey A. Deines, Esq., at Lentz Clark Deines PA, represent the
Debtor.  The Debtor estimated $50 million to $100 million in
assets and $10 million to $50 million in debts as of the Petition
Date.


CREATIVE CAPITAL: Default Judgment Against Wells Fargo Vacated
--------------------------------------------------------------
Chief Bankruptcy Judge Peter W. Bowie vacated a default judgment
entered against Wells Fargo Home Mortgage, Inc., in a lawsuit
filed by the Chapter 7 Trustee of Creative Capital Leasing.  The
default judgment was entered against Wells Fargo Home Mortgage as
a result of its failure to respond to the complaint.  Judge Bowie
said the failure here to answer the Complaint appears to have been
an honest mistake, with no evidence of bad faith.

WFHM made a loan to David Winick, principal of the Debtor, in
September 2003, secured by a first trust deed on Mr. Winick's
condominium.  An equity line second deed of trust in favor of
Wells Fargo Bank, N.A., was later placed on the condo.  WFHM
recorded a Notice of Default in March 2008, and the property sold
at a Trustee's Sale to a third party with WFHM receiving a full
payoff in September 2008.

The Debtor filed for Chapter 11 relief shortly after the WFHM loan
went into default.  The case was converted to a Chapter 7
proceeding in October 2008.

Leslie T. Gladstone, Chapter 7 Trustee, v. Wells Fargo Home
Mortgage, Inc., a California corporation, Adv. Proc. No. 09-90454
(Bankr. S.D. Calif.), claims that the Debtor made the payments on
the WFHM loan, rather than Mr. Winick, and seeking damages under
fraudulent transfer theories.

A copy of Judge Bowie's June 29, 2011 Written Decision is
available at http://is.gd/JUfyYxfrom Leagle.com.

Creative Capital Leasing Group, L.L.C., based in San Diego,
California, provided industrial equipment for leasing and rent.
It filed for Chapter 11 bankruptcy (Bankr. S.D. Calif. Case No.
07-04977) on Sept. 10, 2007.  John L. Smaha, Esq., served as the
Debtor's counsel.  In its petition, it estimated assets and debts
of $1 million to $100 million.  The case was converted to a
Chapter 7 proceeding in October 2008.  Leslie T. Gladstone was
appointed as Chapter 7 Trustee.


CRYSTAL CATHEDRAL: Said to Be Interested in Other Offers
--------------------------------------------------------
Nicole Santa Cruz at the Los Angeles Times reports that the
Crystal Cathedral church's bankruptcy filings made Monday appear
to indicate that the church is actively interested in offers
beyond one made by an Orange County real estate development group
two months ago.

LA Times relates that the church requested partial withdrawal from
a plan that would make Greenlaw Partners the primary bidder for
the property, entitling the group to a fee if outbid.  In an exit
plan filed by the church in May, Greenlaw would purchase the
Crystal Cathedral property for $46 million, lease the church and
other buildings back to the ministry and construct apartments on
other parts of the campus.

Two other potential buyers have expressed interest in the
property.

The report relates a separate plan, filed by the church's
unsecured creditors, would allow Chapman University to purchase
the 40-acre campus for $46 million and lease back core buildings
for a lower price than Greenlaw. The school would use the space
for a health sciences campus.

The Greenlaw plan pays creditors back over a period of two years,
while the Chapman plan pays creditors when the sale is complete.

LA Times says lawyers for both the church and creditors had no
comment.

As reported by the Troubled Company Reporter on July 8, 2011, the
Roman Catholic Diocese of Orange said it was exploring the
possibility of joining the list of potential buyers for the
property.

According to LA Times, Crystal Cathedral said in a document dated
late last week that the Chapman plan is a "thinly disguised
attempt" to liquidate the church's assets.

The Bankruptcy Court was set to consider the sales procedures at a
hearing yesterday.  A separate hearing regarding the church's
reorganization plan is scheduled for today.

                      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, represents the Committee.


DEAN BENNETT: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dean Bennett Site Contractor, Inc.
        216 S. Wilderness Trail
        Ponte Vedra Beach, FL 32082

Bankruptcy Case No.: 11-05047

Chapter 11 Petition Date: July 9, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Bryan K. Mickler, Esq.
                  LAW OFFICES OF MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $1,554,400

Scheduled Debts: $2,507,381

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-05047.pdf

The petition was signed by Dean Bennett, president.


DEB SHOPS: Gets Court OK to Tap Kurtzman Carson as Claims Agent
---------------------------------------------------------------
DSI Holdings, Inc. and its debtor-affiliates obtained late last
month bankruptcy court permission to employ Kurtzman Carson
Consultants LLC as their claims and noticing agent, effective as
of June 26, 2011.

As reported in the June 30, 2011 edition of Troubled Company
Reporter, the Debtors estimate that they have thousands of
creditors; accordingly, a claims and noticing agent is required to
assist the clerk of court.

                         About Deb Shops

Deb Shops Inc., is a closely held women's-clothing retailer based
in Philadelphia.  Deb Shops sells junior and large-size clothing
for girls and women ages 13 to 25 through more than 320 U.S.
stores and through debshops.com.  It was bought out by the New
York investment firm Lee Equity Partners in October 2007.

DSI Holdings Inc. and 54 affiliates, including Deb Shops, sought
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11941), on
June 26, 2011, to sell all assets under 11 U.S.C. Sec. 363.  As of
April 30, 2011, the Debtors' unaudited financial statements
reflected assets totaling $124.4 million and liabilities totaling
$270.1 million.

Lawyers at Weil Gotshal & Manges LLP and Richards, Layton & Finger
P.A. serve as bankruptcy counsel.  Rothschild Inc. serves as the
Debtors' investment banker and financial advisors.  Sitrick &
Company serves as public relations consultants.

Ableco, the DIP Agent is represented by Michael L. Tuchin, Esq.,
and David A. Fidler, Esq., at Klee Tuchin Bogdanoff & Stern LLP.
Conway Del Genio serves as financial advisors to the First Lien
Lenders.  Schulte Roth serves as corporate and tax advisors to the
First Lien Lenders.  Another lender, Lee DSI Holdings, is
represented by Jennifer Rodburg, Esq., at Fried Frank Harris
Shriver & Jacobson LLP.


DYNEGY HOLDINGS: Moody's Sees Distressed Debt Exchange
------------------------------------------------------
Holdings, Inc., including its Probability of Default Rating and
its senior unsecured rating to Ca from Caa3 along with the ratings
of various affiliates.  The rating outlook for DHI is negative.

RATINGS RATIONALE

Downgrades:

   Issuer: Dynegy Holdings Inc.

   -- Probability of Default Rating, Downgraded to Ca from Caa3

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca,
      LGD4, 52% from Caa3, LGD4, 58%

   -- Multiple Seniority Shelf, Downgraded to (P)Ca, (P)C from
      (P)Caa3, (P)Ca

   Issuer: Dynegy Inc.

   -- Multiple Seniority Shelf, Downgraded to (P)C, (P)C, (P)C
      from (P)Ca, (P)Ca, (P)Ca

   Issuer: NGC Corporation Capital Trust I

   -- Preferred Stock Preferred Stock, Downgraded to C, LGD6, 91%
      from Ca, LGD6, 96%

   Issuer: Roseton-Danskammer 2001

   -- Senior Secured Pass-Through, Downgraded to Ca, LGD4, 52%
      from Caa3, LGD4, 58%

   Issuer: Dynegy Capital Trust II

   -- Preferred Stock Shelf, Downgraded to (P)C from (P)Ca

   Issuer: Dynegy Capital Trust III

   -- Preferred Stock Shelf, Downgraded to (P)C from (P)Ca

Assignments

   Issuer: Dynegy Power, LLC

   -- $1.3 Billion Senior Secured Term Loan, Assigned (P) B2 LGD1,
      05%

Outlook Actions:

   Issuer: Sithe/Independence Funding Corporation

   -- Outlook, Changed To Stable from Negative

"The downgrade of DHI's PDR and senior unsecured notes to Ca
reflects the increased likelihood of a distressed debt exchange
transaction occurring within the next several months following
today's announcement of a corporate reorganization that seeks to
modify asset ownership within DHI through the formation of several
wholly-owned subsidiaries", said A.J. Sabatelle, Senior Vice
President of Moody's. "Separate financing arrangements being
established at these subsidiaries will have annual limits placed
on the amount of cash flow that can be paid to their indirect
parent, which Moody's believes raises default prospects for DHI's
senior unsecured notes and the company's lease", added Sabatelle.

Moody's also assigned a (P)B2 rating to a $1.3 billion six-year
senior secured term loan being established at Dynegy Power, LLC
(GasCo), one of the wholly-owned subsidiaries. GasCo will be
directly owned by Dynegy Gas Investments Holdings, LLC (DGIH),
whose sole purpose will be to hold the stock of GasCo. Both GasCo
and DGIH will be owned by Dynegy Gas Holdco, LLC (DGH). The rating
outlook for GasCo is negative.

The (P) B2 rating assigned to GasCo's senior secured term loan
reflects the secured position of this debt relative to DHI's
substantial unsecured debt, the modest amount of secured debt in
the capital structure and considers the standalone credit quality
of GasCo where Moody's expects a high percentage of gross margin
and cash flow to be derived from various contractual arrangements
in place with credit worthy counterparties over the next several
years. As part of the corporate restructuring, GasCo will own
6,771 megawatts (MW) of DHI's natural gas-fired generating plants,
which collectively represent eight plants in five markets. Lenders
will be secured by a collateral package that includes the plant
collateral, with operating company leverage being modest, as
debt/KW at closing is expected to be $192/KW based upon all eight
plants or $295/KW when one considers only the newest, more
efficient natural gas plants. That said, the (P)B2 rating
assignment recognizes the existence of additional debt within the
DHI family as cash flow being generated by GasCo will be used in
some capacity for debt service throughout DHI even after
considering the existence of a restricted payments test
anticipated to be in the financing documents. While final terms of
the transaction have not been determined, Moody's understands that
the current terms do not anticipate the existence of financial
maintenance covenants, which Moody's considers to be a structural
weakness.

Proceeds from the GasCo term loan are expected to repay
outstanding indebtedness under the existing secured credit
facility at DHI (rated B2), repay (at GasCo's option) the
approximately $192 million of existing debt relating to Sithe
Energies, Inc. (the intermediate holding company that indirectly
holds the Independence facility), make a $400 million restricted
payment at closing to a parent company of GasCo, fund cash
collateral requirements, pay transaction expenses, and fund
additional cash for GasCo's working capital requirements.

In addition to GasCo, DHI intends to convert Dynegy Midwest
Generation LLC (CoalCo) into a bankruptcy remote entity, which
will be owned by Dynegy Coal Investments Holdings (DCIH), whose
asset will be the stock of CoalCo. Moody's understands that a $400
million six year secured term loan will be initially raised at
CoalCo to be used primarily to address collateral and working
capital requirements. Collateral securing the term loan will be
the 3,132 MW primarily coal-fired portfolio of six plants located
in the MISO region. While collateral coverage appears strong,
Moody's anticipates the credit metrics for CoalCo to be more
volatile than those at GasCo over the next few years because of
the sole reliance on a more challenged unregulated power market in
the Midwest for earnings and cash flow, the lack of formal
capacity market in MISO, as well as the required capital
investment program being completed for environmental expenditures.
As such, Moody's would anticipate that distributable cash flow
from CoalCo through 2013 will be more modest and more volatile (as
compared to GasCo) as the environmental capital expenditures are
being incurred.

DHI remaining assets, including its ownership and leasehold
interest in the 1,693 Danskammer and Roseton plants will remain as
DHI subsidiaries and will not be included as subsidiaries of GasCo
or CoalCo.

As part of this reorganization, Moody's understands that DHI
intends to implement ring-fencing like measures around DGIH and
GasCo and its subsidiaries, and around DCIH and CoalCo and its
subsidiaries. DGIH and DCIH and each of their respective
subsidiaries, GasCo and CoalCo, will have at least one independent
manager or director, and each will have a variety of separateness
provisions with the intent to hold itself out as a separate
entity. Moody's further understands that unanimous consent of the
board of managers, including the independent manager, will be
required for any bankruptcy proceeding, and that the independent
director will make such decisions based solely on the interests of
GasCo or CoalCo and not based upon the interests of DHI or DYN.
DHI intends to sell up to 20% of GasCo within one year of
formation. Potential owners of 20% of GasCo could include an
unrelated third party, DHI shareholders, or DHI creditors.

While Moody's has not received or reviewed a final set of related
operating documents associated with this corporate reorganization,
it would appear that the intent of the reorganization will be for
each legal entity to be viewed as a separate organization from a
legal standpoint. That said, Moody's believes that the operations
of the company will continue to run largely as a consolidated
concern. Commercial strategies, fuel and asset management
strategies, and capital investment will be directed and guided by
DHI and by subsidiaries of DHI excluded from the ring-fenced
subsidiaries. For example, the company's marketing and trading
subsidiaries, which are critical to the financial performance of
the operating subsidiaries and the consolidated concern, are
outside of the ring fence. In addition, the company's
counterparties will continue to transact with entities outside of
both ring-fenced organizations for the benefit of the ring-fenced
entities. These activities, many of which are integral to the
operating companies' and consolidated parent's performance, will
be documented in intercompany agreements. As such, Moody's rating
outcome is less affected by the implementation of these ring-
fencing like measures and more influenced by the consolidated
credit profile at DHI. This is particularly the case given that
Moody's believes the primary reason for executing the corporate
reorganization has more to do with restructuring DHI's on-balance
sheet and off-balance sheet debt obligations in the future and
less to do with any operational or synergistic benefits associated
with having two subsidiaries. To that end, Moody's believes that
should DHI's efforts in future debt exchanges reduce consolidated
debt to a level that can be supported by the annual amount of
restricted payments available from GasCo and CoalCo, collapsing
the ring-fencing like measures may be considered and replaced by a
consolidated approach, which exists today.

As such, DHI's Caa3 Corporate Family Rating which remains
unchanged reflects Moody's concern about continued weak cash flow
over the next several years due to challenging market conditions
caused by lower power prices due to low natural gas prices and
lackluster electric demand. On a consolidated basis, Moody's
believes that during 2011 and 2012, in the absence of some form of
debt restructuring, the company will generate both negative
operating cash flow and negative free cash flow due to weak
operating margins, higher required lease payments, and required
funding for environmental related capital expenditures.

Separately, Moody's has changed the rating outlook for
Sithe/Independence Funding Corporation (Sithe: B2 senior secured)
to stable from negative based upon Moody's understanding that the
assets of Sithe will be moved to GasCo as part of the company's
corporate restructuring efforts. Also, Moody's understands that a
portion of the net proceeds from the GasCo secured term loan can
be used to repay approximately $192 million of debt at Sithe or to
cash collateralize Sithe's debt service reserve, which is
currently provided via DHI's secured credit facility. To the
extent that the Sithe repayment does not occur, additional
negative rating pressure would surface at DHI and at GasCo.

Moody's views DHI as being a financially distressed company, given
its highly levered capital structure relative to its ability to
generate sustainable cash flow. The company's cash flow generation
is highly exposed to natural gas and power commodity prices, which
are expected to remain low over the next several years. The
continuing negative rating outlook factors in Moody's expectation
that some form of debt restructuring will occur within the next
several months.

Prospectively, DHI ratings are unlikely to be upgraded over the
intermediate term horizon, largely due to Moody's expectations of
consolidated negative free cash flow for the next several years
and the current uncertainty about the impact of any potential debt
restructuring efforts.

GasCo's negative outlook largely reflects the negative outlook at
DHI, along with the interrelationship and reliance that will
continue to exist between GasCo, DHI, and other DHI subsidiaries
irrespective of the formation of the ring-fencing like measures
being adopted by the company. In light of the lack of specificity
concerning DHI's potential restructuring initiatives, including
the potential sale of up to 20% of GasCo, the rating outlook for
GasCo is likely to mirror that of DHI.

The principal methodology used in rating DHI and Dynegy was Rating
Methodology: Unregulated Utilities and Power Companies, published
in August 2009 and available on www.moodys.com in the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Headquartered in Houston, Texas, DHI is an independent power
producer that owns a portfolio of 11,596 MW electric generating
assets. DHI is wholly-owned by Dynegy, Inc.


EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 47.6% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that they beneficially own 38,369,904 shares of common
stock of Emisphere Technologies, Inc., representing 47.6% of the
shares outstanding.  The number of shares of the Company's common
stock, $.01 par value, outstanding as of May 1, 2011 was
52,076,602.  A full-text copy of the filing is available for free
at http://is.gd/cID7vy

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

The Company reported a net loss of $56.91 million on $100,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $16.82 million on $92,000 of revenue during the prior year.


ENERGYCONNECT GROUP: Merger Sub Merges with ECI
-----------------------------------------------
Pursuant to the Agreement and Plan of Merger, dated as of March 2,
2011, by and among EnergyConnect Group, Inc., Johnson Controls
Holding Company, Inc., and Eureka, Inc., a wholly owned subsidiary
of JCI Holding or "Merger Sub", Merger Sub merged with and into
ECI, with ECI surviving as a wholly owned subsidiary of JCI
Holding.

Pursuant to the terms of the Merger Agreement, upon completion of
the Merger, each share of ECI's common stock, no par value, that
is not owned by JCI Holding or its subsidiaries was converted in
to the right to receive $0.2253 per share in cash.

In connection with the completion of the Merger, ECI has informed
the OTC Bulletin Board of the Merger and requested that trading in
ECI common stock be suspended and that the ECI common stock be
withdrawn from quotation on the OTC Bulletin Board.  ECI intends
to file a Form 15 to suspend its reporting obligations under
Section 13(a) and 15(d) of the Securities Exchange Act of 1934 as
soon as practicable.

A change in control with respect to ECI occurred on July 1, 2011,
when Merger Sub merged with and into ECI, with ECI continuing as
the surviving entity and wholly owned subsidiary of JCI Holding.

Upon completion of the Merger, the Articles of Incorporation of
Merger Sub, as amended by the Plan of Merger filed with the Oregon
Secretary of State on July 1, 2011, became the Articles of
Incorporation of ECI.  The amended version of the Articles of
Incorporation is available for free at http://is.gd/kLKQf1

                     About EnergyConnect Group

Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG)
-- http://www.energyconnectinc.com/-- is a provider of demand
response services to the electricity grid.  Demand response
programs provide grid operators with additional electricity
generation capacity by encouraging consumers to curtail their
electricity usage.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for the year ended Jan. 2, 2010.  The
independent auditors noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

The Company's balance sheet at April 2, 2011, showed
$15.25 million in total assets, $11.53 million in total
liabilities, and $3.72 million in total shareholders' equity.


EVERGREEN INTERNATIONAL: S&P Hikes CCR to 'B-' After Refinancing
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on McMinnville, Ore.-based Evergreen International Aviation
Inc. to 'B-'from 'CCC' and removing the rating from CreditWatch,
where it was placed with negative implications on Dec. 9, 2010.
"We are also affirming the ratings we assigned to the company's
new credit facility on June 7, 2011, and withdrawing ratings on
the debt it replaced. The outlook is stable," S&P related.

"The rating actions follow Evergreen's completion of its debt
refinancing," said Standard & Poor's credit analyst Lisa Jenkins.
"We characterize Evergreen's business risk profile as vulnerable
and its financial risk profile as highly leveraged, reflecting the
company's participation in the cyclical, competitive, and capital-
intensive heavy airfreight business; its highly leveraged capital
structure; and liquidity that, while somewhat improved, we
still characterize as less than adequate. Offsetting these
challenges to some extent are the company's improved financial
performance in recent quarters and the generally favorable near-
term outlook for the industry. In particular, we expect the
airfreight business to benefit from continuing solid military
demand and strengthening commercial demand driven by the slowly
recovering global economy."

Evergreen's refinancing of it debt has improved the company's
liquidity somewhat. It remains, however, highly leveraged,
especially given the competitive and capital-intensive industry in
which it operates. "We believe that liquidity will remain less
than adequate given the significant amount of cash flow that the
company needs for debt service. The company's private ownership
(which limits capital raising options) and its financial history
(which includes a payment default a number of years ago and
various subsequent covenant defaults) heightens its credit risk,"
S&P related.

The outlook is stable. "Given the company's current liquidity
position and onerous debt service," Ms. Jenkins continued, "we
don't anticipate raising the ratings over the next 12 months. We
believe Evergreen's liquidity has improved modestly as a result of
the refinancing. However, we could lower the ratings if market
conditions deteriorate, leading to pressures on profitability and
a material deterioration in liquidity."


FAITHSHARES TRUST: To Close and Liquidate Four Funds
----------------------------------------------------
After careful consideration, the Board of Trustees of the
FaithShares Trust has determined to close and liquidate the
FaithShares Baptist Values Fund (FZB), the FaithShares Catholic
Values Fund (FCV), the FaithShares Lutheran Values Fund (FKL) and
the FaithShares Methodist Values Fund (FMV).  The Christian Values
Fund (FOC) will remain open.

The last day of trading of each Liquidating Fund's shares on the
NYSE Arca will be July 15, 2011.  Shareholders may sell Fund
shares through a broker in the standard manner through this date.
Customary brokerage charges may apply to such transactions.  Each
Liquidating Fund will be closed to new investors as of July 15,
2011.  Between July 20 and July 27, the Liquidating Funds will be
in the process of liquidating their portfolio assets.  This will
cause the Funds to increase their cash holdings and deviate from
the investment objective and strategies stated in the prospectus.

Shareholders remaining in a Liquidating Fund on July 27, 2011 will
have their shares redeemed automatically on this date and will
receive cash in an amount equal to the net asset value of their
shares as of the close of business on July 27.  This amount
includes any accrued capital gains and dividends.  Shareholders
remaining in a Liquidating Fund on July 27 will not be charged any
transaction fees by a Liquidating Fund.  The net asset value of a
Liquidating Fund will reflect the costs of closing the Liquidating
Fund.

Whether you sell your shares or are automatically redeemed on
July 27, you will generally recognize a capital gain (or loss)
equal to the amount you receive for your shares above (or below)
or adjusted cost basis in such shares.

Carefully consider the Funds' investment objectives, risk factors,
charges, and expenses before investing.  This and additional
information can be found in the Funds' prospectus, which may be
obtained by calling 1-877-FAITH55 (1.877.324.8455), or by visiting
http://www.faithshares.com.Read the prospectus carefully before
investing.

FaithShares Funds are distributed by SEI Investments Distribution
Co., which is not affiliated with FaithShares Advisors, LLC or any
of its affiliates.


FEDERAL-MOGUL: 6th Circuit Clears Insurer of Asbestos Liability
---------------------------------------------------------------
The U.S. Court of Appeals for the Sixth Circuit affirmed a
district court order dismissing the lawsuit filed by the Federal-
Mogul U.S. Asbestos Personal Injury Trust against Continental
Casualty Company for insurance coverage.

The Asbestos PI Trust was created by the Chapter 11 bankruptcy
plan of Federal-Mogul Corporation.  From 1965 to 1981, a division
of Federal-Mogul, the Vellumoid Company, manufactured and sold
automotive products containing asbestos.  Numerous lawsuits were
filed against Federal-Mogul for asbestos-related injuries arising
from Vellumoid's products.  Federal-Mogul's bankruptcy plan
established that the Trust bears liability for these claims. In
addition, the plan assigned the Trust the right to insurance
proceeds and coverage under the insurance policies held by the
Federal-Mogul Corporation.

The Trust holds three primary-level general insurance policies
that cover it for both liability and defense costs arising out of
the Vellumoid claims, one each from Travelers Indemnity Company,
Globe Indemnity Company, and Liberty Mutual Insurance Company.
The Trust alleged that the limits of the Travelers Policy have
been exhausted, but the other two primary policies are currently
defending the Trust against the Vellumoid claims.

The disputed policy held by the Trust is Continental's umbrella
policy SRU 3196774.  The only primary policy covering the
Vellumoid claims that is listed in the umbrella Policy's
Underlying Insurance Schedule is the Travelers Policy.

The Trust sued Continental seeking declaratory relief in the
district court, claiming that the Policy requires Continental to
defend the Trust against the Vellumoid claims.  Continental moved
to dismiss the complaint under Federal Rule of Civil Procedure
12(b)(6), saying the complaint failed to state a claim.  At a
hearing, the district court orally granted Continental's motion to
dismiss.

The appellate case is Federal-Mogul U.S. Asbestos Personal Injury
Trust, Plaintiff-Appellant, v. Continental Casualty Company,
Defendant, Continental Insurance Company, Defendant-Appellee, No.
10-1290 (6th Cir.).  The panel consists of Circuit Judges Ransey
Guy Cole Jr., David William McKeague, and Richard Allen Griffin.
A copy of the Sixth Circuit's July 8, 2011 decision, penned by
Judge Cole, is available at http://is.gd/kdZDLdfrom Leagle.com.

Plaintiff-Appellant Federal-Mogul U.S. Asbestos Personal Injury
Trust is represented by:

          Andrea K. Hopkins, Esq.
          Barry Buchman, Esq.
          GILBERT LLP
          1100 New York Avenue, NW, Suite 700
          Washington, DC 20005
          Tel: (202) 772-2334
          E-mail: hopkinsa@gotofirm.com
                  buchmanb@gotofirm.com

               - and -

          Cynthia M. Filipovich, Esq.
          CLARK HILL PLC
          500 Woodward Ave, Suite 3500
          Detroit, MI 48226
          Tel: (313) 965-8373
          Fax: (313) 309-6873
          E-mail: cfilipovich@clarkhill.com

Defendant-Appellee Continental Casualty Company is represented by:

          Steven M. Crane, Esq.
          BERKES CRANE ROBINSON & SEAL LLP
          515 South Figueroa, Suite 1500
          Los Angeles, CA 90071
          Tel: 213-955-1150
          Fax: 213-955-1155
          E-mail: scrane@bcrslaw.com

               - and -

          David J. Bloss, Esq.
          BLOSS BETZ
          5136 Cascade Rd, SE - Suite 1A
          Grand Rapids, MI 49546
          Tel: (616) 977-3688
          Fax: (616) 285-0045
          E-mail: dbloss@blossbetz.com

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  The Debtors disclosed
$10.15 billion in assets and $8.86 billion in liabilities as of
the Chapter 11 filing.  Attorneys at The Bayard Firm represented
the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FINANCIAL RESOURCES: Court Rules in Avoidance Suit v. Migliaccios
-----------------------------------------------------------------
Bankruptcy Judge J. Michael Deasy granted, in part, and denied in
part, the request by defendants to dismiss the lawsuit, Steven M.
Notinger, Chapter 7 trustee for Financial Resources Mortgage, Inc.
and C.L. & M., Inc., v. Philip Migliaccio and Melanie Migliaccio,
Adv. Proc. No. 10-1075 (Bankr. D. N.H.).  In the lawsuit, the
Chapter 7 Trustee asked the Court to declare certain promissory
notes, mortgages, and other property standing in the name of the
Migliaccios as property of FRM's or CLM's bankruptcy estates and
to avoid various transfers as fraudulent or preferential.  The
Migliaccios sought dismissal of the Complaint on the grounds the
Trustee has failed to state a claim upon which relief can be
granted.  A copy of the Court's July 8, 2011 Memorandum Opinion is
available at http://is.gd/fQ4Q6tfrom Leagle.com.

The defendants are represented by:

          Bertrand A. Zalinsky, Esq.
          CRONIN & BISSON, P.C.
          722 Chestnut Street
          Manchester, NH 03104
          Tel: 603-624-4333
          Fax: 603-623-5626
          E-mail: contactus@croninbisson.com

Financial Resources Mortgage a/k/a Financial Resources &
Assistance of The Lakes Region, Inc., a/k/a Financial Resources
National, Inc.; and C L & M, Inc., a/k/a Commercial Project Loan
Servicing filed for Chapter 7 bankruptcy (Bank. D. N.H. Case No.
09-14565).  Steven M. Notinger, Esq., has been appointed Chapter 7
Trustee.  Other affiliated entities are also in separate Chapter 7
proceedings: Scott David Farah (Bankr. D. N.H. Case No. 09-14902);
SMM 2007 Realty Trust (Bankr. D. N.H. Case No. 09-14903); and
Dodge Financial, Inc. (Bankr. D. N.H. Case No. 10-10278).

The Chapter 7 Trustee may be reached at:

          Steven M. Notinger, Esq.
          DONCHESS & NOTINGER, PC
          547 Amherst Street
          Nashua, New Hampshire 03063
          E-mail: steve@dntpc.com


FIRST FOLIAGE: U.S. Trustee Asks Court to Convert or Dismiss Case
-----------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, pursuant to
11 U.S.C. Section 1112(b), asks the U.S. Bankruptcy Court for the
Southern District of Florida to convert or dismiss First Foliage,
LC's Chapter 11 case.

The U.S. Trustee says the record supports a finding of cause, at
minimum, under Section 1112(b)(4)(K).  The Debtor has not paid the
required statutory fee owed to the U.S. Trustee in the amount of
approximately $20,000 for the first quarter of 2011.

                     About First Foliage, L.C.

Homestead, Florida-based First Foliage, L.C., once operated a
business that supplied tropical plants to retailers.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 10-27532) on June 23, 2010.   Luis Salazar, Esq., at Infante,
Zumpano, Hudson & Miloch, LLC, represents the Debtor.  Berger
Singerman, P.A., serves as counsel to the Official Committee of
Unsecured Creditors.  The Company estimated $50 million to $100
million in assets and $10 million to $50 million in liabilities in
its Chapter 11 petition.

As reported in the TCR on Feb. 15, 2011, First Foliage LC has sold
its assets to Costa Farms LLC for roughly $22 million.


FRONTIER OIL: Moody's Upgrades CFR to 'Ba1' on Diversification
--------------------------------------------------------------
Moody's raised the rating on Holly Corp.'s notes to Ba2 from B1
and raised the ratings on Frontier Oil Corporation's notes to Ba2
from Ba3. FTO's notes have been assumed by HOC as part of the
acquisition of FTO by HOC, and HOC has changed its name to
HollyFrontier Corp.  Moody's upgraded HFC's (formerly HOC) CFR to
Ba1 from Ba3 and withdrew FTO's CFR. Moody's raised HFC's
Speculative Grade Liquidity rating to SGL-1 from SGL-2. The
outlook is stable.

RATINGS RATIONALE

"HFC's Ba1 CFR reflects the increased scale and diversification of
the combined company," commented Jonathan Kalmanoff, Moody's
Analyst. "The predecessor companies were managed conservatively
and Moody's expects the new HollyFrontier will continue to have
low financial risk." HFC has an advantaged geographic position
which allows for access to heavily discounted crudes in the
current commodity price environment and an ability to process a
high proportion of heavy crude. The rating also considers the
operational risks inherent in the pending integration of the two
Tulsa refineries.

The SGL-1 liquidity rating reflects HFC's very good liquidity over
the next twelve months with a March 31, 2011 pro forma cash
balance of $892 million, a $1 billion undrawn senior secured ABL
revolver (with approximately $300 million of letters of credit
outstanding), and the expectation that cash flows which will cover
non-discretionary capital spending. The facility is collateralized
by inventory, receivables, and other current assets. Covenants
under the facility include a fixed charge coverage ratio of 1.0x.
HFC has no debt maturities until 2016. Since HFC's asset base is
not fully encumbered by the ABL revolver, it would likely be able
to utilize asset sales as a source of backup liquidity if needed.

The Ba2 senior unsecured note rating reflects both the overall
probability of default of HFC, to which Moody's assigns a PDR of
Ba1, and a loss given default of LGD5-83%. The size of the $1
billion secured revolver's potential priority claim relative to
the unsecured notes results in the notes being rated one notch
beneath the Ba1 CFR under Moody's Loss Given Default Methodology.

An upgrade could result if HFC were to establish a longer track
record in its post-merger configuration, successfully complete the
integration of the two Tulsa refineries, increase its scale with
crude distillation capacity above 600 mbbls/d, and maintain debt /
complexity barrels below $200/bbl (excluding the debt at Holly
Energy Partners). Any upgrade would be contingent upon a review of
the quality of the asset base if growth were achieved through
acquisitions. A downgrade could result if debt / complexity
barrels were to increase to $300/bbl (excluding the debt at Holly
Energy Partners), if HFC were to experience material and sustained
operational issues, or if HFC's strategy and financial policies
were to become significantly less conservative than those of the
predecessor companies.

The principal methodology used in rating HollyFrontier was the
Global Refining and Marketing Industry Methodology published in
December 2009.

HollyFrontier Corp is an independent refining company
headquartered in Dallas, Texas.


FRUITVILLE ASSOCIATES: Case Summary & Creditors List
----------------------------------------------------
Debtor: Fruitville Associates LLC
        580 Village Boulevard, Suite, 300
        West Palm Beach, FL 33409-1951

Bankruptcy Case No.: 11-29052

Chapter 11 Petition Date: July 8, 2011

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Drive, #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Scheduled Assets: $2,904,994

Scheduled Debts: $$2,929,143

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-29052.pdf

The petition was signed by Stewart F. Denholtz, manager.


GAMETECH INT'L: Board Approves $190,000 Annual Salary for CEO
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of GameTech
International, Inc., approved an annual base salary of $190,000
payable to Kevin Y. Painter as President and Chief Executive
Officer of the Company, which will become effective June 27, 2011.

Additionally, effective as of June 30, 2011, the Company
terminated its April 13, 2011, consulting agreement with Kevin Y.
Painter, which called for compensation of $10 thousand per month
in exchange for consulting services related to the Company's
operations as well as guidance and assistance with the Company's
contract manufacturers and suppliers.

                          About GameTech

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

The Company's balance sheet at May 1, 2011, showed $40.19 million
in total assets, $32.33 million in total liabilities and $7.86
million in total stockholders' equity.


GENERAL GROWTH: Court Closes 73 GGP Affiliates' Chapter 11 Cases
----------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York is deemed to have entered a final
decree closing the Chapter 11 cases, nunc pro tunc to June 30,
2011, of 73 debtor affiliates of GGP, Inc., according to a final
list filed with the Court on July 8, 2011.

The 73 Reorganized Debtors referred to as "Group 2 Reorganized
Debtors" with closed Chapter 11 cases are:

Closing Debtor                                     Case No.
--------------                                     --------
10 CCC Business Trust                              09-12457
Apache Mall, LLC                                   09-12054
Baltimore Center Associates Limited Partnership    09-12006
Bellis Fair Partners                               09-11968
Boise Town Square Anchor Acquisition, LLC          09-12072
Boise Towne Plaza L.L.C.                           09-12073
Boulevard Associates                               09-12074
Capital Mall L.L.C.                                09-12462
Chapel Hills Mall L.L.C.                           09-12082
Chula Vista Center, LLC                            09-12085
Collin Creek Anchor Acquisition, LLC               09-12086
Columbia Mall L.L.C.                               09-12089
Cottonwood Mall, LLC                               09-12092
Country Hills Plaza, LLC                           09-12093
Faneuil Hall Marketplace, LLC                      09-12108
Fashion Place, LLC                                 09-12109
Fashion Show Mall LLC                              09-12026
Franklin Park Mall Company, LLC                    09-12115
Franklin Park Mall, LLC                            09-12114
GGP Ala Moana Holdings L.L.C.                      09-12120
GGP Ala Moana L.L.C.                               09-12027
GGP Jordan Creek L.L.C.                            09-12028
GGP Kapiolani Development L.L.C.                   09-12127
GGP-Gateway Mall L.L.C.                            09-12467
GGP-Glenbrook L.L.C.                               09-12138
GGP-Grandville L.L.C.                              09-11971
GGPLP, L.L.C.                                      09-11982
GGP-Moreno Valley, Inc.                            09-12147
GGP-Newgate Mall, LLC                              09-12148
GGP-North Point, Inc.                              09-12150
GGP-UC L.L.C.                                      09-12156
Harbor Place Associates Limited Partnership        09-12009
Ho Retail Properties I Limited Partnership         09-11997
Howard Hughes Properties V, LLC                    09-12173
Howard Hughes Properties, Limited Partnership      09-12171
Kapiolani Condominium Development, LLC             09-12178
Lakeview Square Limited Partnership                09-12183
Lancaster Trust                                    09-12473
Lockport L.L.C.                                    09-11966
North Town Mall, LLC                               09-12208
Northgate Mall L.L.C.                              09-12209
Park Mall L.L.C.                                   09-12219
Park Square Limited Partnership                    09-12022
Parkview Office Building Limited Partnership       09-12020
PDC Community Centers L.L.C.                       09-12220
PDC-Eastridge Mall L.L.C.                          09-12221
Pine Ridge Mall L.L.C.                             09-12227
Pioneer Office Limited Partnership                 09-12228
Pioneer Place Limited Partnership                  09-12229
Price-ASG L.L.C.                                   09-12231
Prince Kuhio Plaza, Inc.                           09-12232
Ridgedale Center, LLC                              09-12237
Rogue Valley Mall L.L.C.                           09-12242
Rouse-Arizona Retail Center Limited Partnership    09-12012
Rouse-Phoenix Corporate Center Limited Partnership 09-12262
Saint Louis Galleria Anchor Acquisition, LLC       09-12267
Sierra Vista Mall, LLC                             09-12269
Sikes Senter, LLC                                  09-12270
Southland Center Holding, LLC                      09-12275
Southland Mall, Inc.                               09-12276
Southwest Plaza L.L.C.                             09-12278
St. Cloud Mall L.L.C.                              09-12033
The Burlington Town Center LLC                     09-12025
The Village of Cross Keys, LLC                     09-12306
Three Rivers Mall L.L.C.                           09-12286
TRC Co-Issuer, Inc.                                09-11984
Tysons Galleria L.L.C.                             09-12297
VCK Business Trust                                 09-12301
Victoria Ward Entertainment Center L.L.C.          09-12303
Victoria Ward, Limited                             09-12304
Vista Ridge Mall, LLC                              09-12310
Ward Plaza-Warehouse, LLC                          09-12313
White Marsh General Partnership                    09-12000

Judge Gropper entered an order on June 24, 2011, closing the
Chapter 11 cases of 67 Reorganized Debtors, referred to as "Group
1 Reorganized Debtors."

Judge Gropper also ordered the Reorganized Debtors to submit by
July 8, 2011, a final list identifying any of the Group 2
Reorganized Debtors whose Chapter 11 were fully administered on
or prior to June 30, 2011.

In accordance with the June 24 order, the Chapter 11 cases of the
Group 2 Reorganized Debtors identified on the Final List are
deemed closed, nunc pro tunc to June 30, 2011.  The Court will
retain jurisdiction as is provided in the Project Debtors' Joint
Plan of Reorganization and GGP TopCo's Third Amended Joint Plan
of Reorganization.

From and after June 30, 2011, the Reorganized Debtors will not be
obligated to pay quarterly fees to the U.S. Trustee for Region 2
in accordance with Section 1930(a)(6) of the U.S. Judiciary and
Judicial Procedures Code with respect to the Chapter 11 cases of
the Group 2 Reorganized Debtors in the Final List.

The Chapter 11 case of any Reorganized Debtor that is not a (i)
Group 1 Reorganized Debtor or a (ii) Group 2 Reorganized Debtor
identified on the Final List will remain open pending further
order of the Court, Judge Gropper ruled.

Judge Gropper clarified that entry of the final decree is without
prejudice to the rights of any party to seek to reopen the cases
of Group 2 Reorganized Debtor identified on the Final List for
cause.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Appeals Default Interest for NY Comptroller
-----------------------------------------------------------
GGP Limited Partnership and its reorganized debtor affiliates
took an appeal from Bankruptcy Judge Allan L. Gropper's order
granting default interest to the Comptroller of the State of New
York as trustee of the Common Retirement Fund, entered on
June 23, 2011.

In an accompanying certification, Marcia L. Goldstein, Esq., at
Weil, Gotshal & Manges LLP, in New York, states that the judgment
involves a question of law as to which there is no controlling
decision of the U.S. Court of Appeals for the Second Circuit or
the U.S. Supreme Court, or involves a matter of public
importance.  Specifically, she notes, the judgment involves the
question of whether Sections 1123(d) and 1124 of the Bankruptcy
Code require a debtor to pay postpetition default interest in
order to cure and reinstate a loan to a secured lender and leave
the secured lender unimpaired under a plan of reorganization,
where the only default triggering the payment of default interest
is the commencement of the Debtor's Chapter 11 case.

Ms. Goldstein further notes that the matter is of public
importance because it determines the effect of a Chapter 11
filing on contractual rights to default rate interest, a matter
that will have ramifications for many companies and their
creditors as they consider the costs and benefits of Chapter 11
as a financial restructuring mechanism.

The judgment also involves a question of law requiring resolution
of conflicting decisions, according to Ms. Goldstein.  She cites
two prior bankruptcy court decisions in this district holding
that claims cured under Section 1124(2)(A) of the Bankruptcy Code
were not required to pay postpetition interest at the default
rate, namely: Levy v. Forest Hills Assocs, (In re Forest Hills
Assocs), 40 B.R. 410, 415 (Bankr. S.D.N.Y. 1984); and United
States Trust Company of New York v. LTV Steel Co. (In re
Chateaguay Corp.), 150 B.R. 529, 542-43 (Bankr. S.D.N.Y. 1993).
In contrast, the U.S. District Court for the Southern District of
New York reached an opposite conclusion finding that Section
1124(2) "does not provide a statutory basis nullification of a
contract right to default rate In re 139-141 Owners Corp., 313
B.R. 364 (S.D.N.Y. 2004), she adds.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENTA INC: Five Directors Elected at Annual Meeting
---------------------------------------------------
Genta Incorporated held its 2011 Annual Meeting of Stockholders on
July 8, 2011.  The stockholders elected five nominees to Board of
Directors, namely: (1) Raymond P. Warrell, Jr. M.D., (2) Marvin E.
Jaffe, M.D, (3) Christopher P. Parios, (4) Ana I. Stancic and (5)
Daniel D. Von Hoff, M.D.  The stockholders voted to ratify the
appointment of EisnerAmper LLP as the Company's independent
registered public accounting firm for the year ended Dec. 31,
2011.

The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of July 8, 2011, is 209,189,832.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations, negative cash flows from operations and current
maturities of convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company's balance sheet at March 31, 2011, showed $10.82
million in total assets, $14.13 million in total liabilities and a
$3.31 million total stockholders' deficit.


GSC GROUP: Wins Formal Approval to Sell to Black Diamond
--------------------------------------------------------
Black Diamond Capital Management, L.L.C. has secured court
approval to complete the acquisition of substantially all of the
investment management business and related assets of GSC Group,
Inc. and its affiliates.  Upon a closing of the acquisition, Black
Diamond and affiliated entities will assume active control of
GSC's control distressed/private equity, mezzanine, ABS and CLO
funds, totaling approximately $7 billion of assets under
management.  The sale follows a competitive auction process held
in accordance with Section 363 of the Bankruptcy Code in October
2010, for which Black Diamond secured final approval at a hearing
in the U.S. Bankruptcy Court for the Southern District of New York
held on July 7, 2011.

With the closing of the deal, which is expected within 30 days,
Black Diamond will manage approximately $13.0 billion of assets
across its control distressed/private equity, mezzanine hedge fund
and CLO vehicles.  Following the closing, Black Diamond intends to
hire approximately 15 GSC employees to join the Black Diamond
team.  The acquisition also expands Black Diamond's office network
beyond its existing U.S. base into the United Kingdom.

Commenting on the completion of the deal, Stephen Deckoff,
Managing Principal of Black Diamond said, "I am extremely pleased
that following a long and competitive process, Black Diamond has
secured approval to complete the acquisition of GSC's assets, and
we look forward to working on behalf of a prestigious group of GSC
investors representing significant public and corporate pension
plans, insurance companies and other financial institutions,
endowments, foundations, and family offices globally.
Importantly, we believe the transaction will benefit Black Diamond
and its investors by enhancing investment and back office
resources, adding deal sourcing opportunities and expanding
capabilities in Europe, amongst other benefits."  Continuing, Mr.
Deckoff said, "I am also very pleased that Black Diamond will be
joined by a number of GSC's employees, both here in the United
States and in London.  Their investment experience, industry know-
how, and geographic reach will further strengthen the Black
Diamond team and I look forward to working with them."

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 trustee for GSC Group received formal
authority to sell the business to Black Diamond after two days of
hearings last week.

According to the report, U.S. Bankruptcy Judge Arthur Gonzalez had
ruled earlier last week that the sale proposed by the trustee was
preferable to the Chapter 11 plan proposed by a minority group of
lenders.  The judge saw the sale as the "only plausible exit
strategy."

Mr. Rochelle notes that the price being paid by the lenders' agent
will fully pay $256.8 million in secured claims, with $18.6
million cash left over.  Black Diamond as agent will buy most of
the assets with a $224 million credit bid, a $6.7 million note, $5
million cash, and debt assumption.  With the sale completed, the
trustee previously said he would propose a liquidating Chapter 11
plan with $4.6 million for unsecured creditors.

Last week Judge Gonzalez also authorized the trustee to pay a
$1 million bonus when the sale is completed to Peter R. Frank,
GSC's president and senior managing director.  The bonus had been
opposed by the U.S. Trustee.

                      About Black Diamond

Black Diamond Capital Management is a leading alternative asset
management firm with over $6 billion in assets under management.
With complementary control distressed/private equity, hedge fund
and CLO vehicles, Black Diamond invests in performing, stressed
and distressed securities.  Founded in 1995, Black Diamond has
offices in Greenwich, CT and Lake Forest, IL.

                         About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.


GULF LANDINGS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gulf Landings Development Corporation
        1170 Gulf Boulevard, #201
        Clearwater Beach, FL 33767

Bankruptcy Case No.: 11-13101

Chapter 11 Petition Date: July 8, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Chad S. Bowen, Esq.
                  JENNIS & BOWEN, P.L.
                  400 N. Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  E-mail: ecf@jennisbowen.com

Scheduled Assets: $7,325,100

Scheduled Debts: $7,341,750

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-13101.pdf

The petition was signed by Joseph R. Borda, president.

Affiliates filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Seaview Place Developers, Inc.        11-05126           3/22/11

Harbor Colony Development, Inc.       11-13103           7/08/11
   Scheduled Assets: $1,085,100
   Scheduled Debts: $6,665,275
   See http://bankrupt.com/misc/flmb11-13103.pdf


HARRY & DAVID: Hearing on Exclusivity Extensions Set for July 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on July 26, 2011, at 10:30 a.m., to consider
Harry & David Holdings, Inc.'s motion to extend their exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan.  Objections, if any, are due July 19, at 4:00 p.m.

The Debtors are asking that the Court extend their exclusive right
to file and solicit acceptances until Sept. 30, and Nov. 30,
respectively.

The Court entered an order approving the disclosure statement
explaining the proposed Chapter 11 plan on June 24.

As reported in the Troubled Company Reporter on July 6, 2011, the
Debtor modified the plan to gain support from the official
unsecured creditors' committee.  The modified plan provides for
these terms:

    * Unsecured creditors are to receive 10% in total, with 40% of
that coming in 2012 and 60% in 2013.

    * Pension Benefit Guaranty Corp. and holders of $58.2 million
in senior floating-rate notes and $148.2 million in senior fixed-
rate notes are in a class together. In return for their claims,
they are to receive 146,000 new common shares and the right to
purchase another 733,000 shares, or about 74.9%, in a $55 million
rights offering.  The recovery for noteholders is estimated
between 2% and 17.4% for participants in the rights offering.  For
those not participating, the recovery is 4.2% to 10%, according to
the disclosure statement.

    * The proceeds of the $55 million rights offering will be used
to repay the $55 million in second-lien financing for the Chapter
11 case.  Noteholders are backstopping the rights offering. As a
fee, they will receive 50,000 shares.

    * Existing lenders providing $100 million in first-lien
financing for the bankruptcy case will continue the loan when the
company emerges from Chapter 11.

The original plan was agreed to before bankruptcy with holders of
81% of the senior notes, including Wasserstein & Co., which
also owns 63% of the stock.  Wells Fargo Bank is indenture trustee
for the noteholders.

                       About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.  Affiliates
Harry and David (Bankr. D. Del. Case No. 11-10885), Harry & David
Operations, Inc. (Bankr. D. Del. Case No. 11-10886), and Bear
Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887) filed
separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

David G. Heiman, Esq., Brad B. Erens, Esq., and Timothy W.
Hoffman, Esq., at Jones Day, are the Debtors' lead counsel.
Daniel J. DeFranceschi, Esq., Paul Noble Heath, Esq., and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

The Debtor also tapped DJM Realty Services, LLC, as real estate
consultants; Alvarez & Marsal North America to provide the Debtors
an interim chief executive officer and chief restructuring officer
and certain additional officers; and McKinsey Recovery &
Transformation Services U.S. LLC as their management consultant.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.

The Debtors' proposed Plan of Reorganization will allow the
Company to convert all of its approximately $200 million of
outstanding public notes into equity of the reorganized company.
The Plan also includes an equity capital raise that will generate
$55 million in equity financing upon the Company's emergence from
chapter 11.  The Plan has the support of the Official Committee of
Unsecured Creditors and the holders of approximately 81% of the
Company's public notes.

On April 7, 2011, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases.


HB LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: HB Logistics, LLC
          dba McGriff Transportation, Inc.
        539 County Road 1339
        Cullman, AL 35058

Bankruptcy Case No.: 11-82362

Chapter 11 Petition Date: July 8, 2011

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Stuart M. Maples, Esq.
                  MAPLES & RAY, PC
                  401 Holmes Avenue, Suite H
                  Huntsville, Al 35801
                  Tel: (256) 489-9779
                  Fax: (256) 489-9720
                  E-mail: smaples@maplesandray.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/alnb11-82362.pdf

The petition was signed by Clayton T. Halla, CEO and president.


HEARTLAND MEMORIAL: District Court Affirms Dismissal of Lawsuit
---------------------------------------------------------------
District Judge Jon E. DeGuilio affirmed a bankruptcy court order
dismissing the lawsuit, Heartland Memorial Hospital LLC, v. Vijay
K. Gupta MD, et al., Case No. 3:10-CV-396 (N.D. Ind.).  Judge
DeGuilio denied the appeal filed by Plan Trustee, David Abrams,
from the dismissal order.  The adversary proceeding implicated 54
defendants and sought a large monetary recovery, on account of
allegedly fraudulent transfers.  The defendants include
Accelerated Health Systems, Harold E. Collins, Collins & Collins,
Cheng H. Lin, Theodore Christou, Phillip Guastella, Brian French,
Steven French, George Sreckovic, James Gianfrancisco, Laura
Smitley, Ray Halum and Vijay K. Gupta.  On May 20, 2010, the
Bankruptcy Court issued an order dismissing the adversary
proceeding for failure to prosecute.

A copy of the District Court's July 6, 2011 Opinion and Order is
available at http://is.gd/6LZxPxfrom Leagle.com.

Heartland Memorial Hospital filed for Chapter 11 bankruptcy in the
United States Bankruptcy Court for the Northern District of
Indiana.  On Nov. 19, 2008, the Bankruptcy Court confirmed a pla n
of liquidation for Heartland.  David Abrams was appointed as Plan
Trustee.


HINGHAM CAMPUS: Fights Sovereign Bank's Request for Mediation
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Linden Ponds Inc. is
fighting mediation proposed by secured creditor Sovereign Bank on
the grounds that it would force the Massachusetts retirement-
community operator to start its restructuring from scratch.

Prepetition, the Debtors reached an agreement where holders of 40%
of the bonds have pledged to support and vote in favor of a Joint
Plan of Reorganization of the Debtors.  The Debtors add that the
three impaired classes under the Plan have indicated that they
will accept the Plan.  Redwood Capital Investors LLC, will retain
its ownership interest of the Debtors through the Plan.

The Debtors have sought a joint hearing on Sept. 15 and Sept. 16
for approval of the disclosure statement and confirmation of the
reorganization plan.

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.

                       About Hingham Campus

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

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

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

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

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


HOLLOW CAFE: Amesbury Restaurant to File Ch. 11 to Stop Sale
------------------------------------------------------------
Dave Rogers, staff writer at Newbury Port News, reports that the
Hollow Cafe off Main Street in Amesbury, Massachusetts, and an
adjacent condominium is scheduled to be sold to the high bidder
this week.

According to the report, but restaurant owner Patricia Carey said
last week she is hoping to stop Thursday's auction cold by filing
for Chapter 11 bankruptcy, which would offer protection from her
creditor, Greg Jardis of Jardis Realty Corporation of Amesbury.


HYMAN COMPANIES: Court Rejects Bid for Attorney's Fees
------------------------------------------------------
Bankruptcy Judge Richard E. Fehling dismissed the lawsuit filed by
Hyman Companies, Inc., seeking payment of attorneys' fees from
Four Winds Casino Resort and Pokagon Gaming Authority.

The dispute arose from the Debtor's lease of space for the sale of
its products with Four Winds Casino Resort, Inc., and Pokagon
Gaming Authority, who own and operate a casino located in New
Buffalo, Michigan.  The lease between the Debtor and Four Winds
was executed in May 2007.  Pre-bankruptcy, the Debtor assigned the
lease to an affiliated company, Landau Casinos, Inc., as part of
some non-bankruptcy related corporate reorganization.  In January
2010, the Court barred Four Winds from proceeding with any steps
to terminate the lease at that time.

The Debtor then sued Four Winds for attorneys' fees based solely
upon the language of Paragraph 24 of the lease that was the
subject of a Jan. 13, 2010 decision.  Four Winds denies the right
of the Debtor or Landau to recover attorneys' fees pursuant to the
lease and has demanded that the Debtor and Landau determine this
dispute through the arbitration clause in Paragraph 36.B, of the
lease.  Four Winds moved to dismiss the adversary proceeding
because the matter must be determined solely through the
arbitration provisions of the lease.

"Reluctantly, I agree," Judge Fehling said.

According to Judge Fehling, the Debtor's argument that this is
clearly a statutory effort to recover property of the estate is
incorrect.  At the base, this is a matter of interpretation of the
lease pursuant to the laws of the Pokagon Band of the Potawatomi
Indians, not pursuant to federal law.

"[The] Debtor's argument that the lease is clear and unequivocal
in its language and Four Winds is mistaken at best or acting in
bad faith at worst may be correct, but Debtor is asking me to
interpret what the lease says and means, which I cannot do," Judge
Fehling said.

"[The] Debtor's argument that it is pursuing, purely and simply,
collection of property of the estate is incorrect because the
determination that the attorneys' fees constitute property of the
estate rests upon interpretation of the lease under tribal law,"
the judge added.  "[The] Debtor's argument that it has an absolute
right to attorneys' fees under the terms of Paragraph 24 may or
may not be correct, but I cannot get to that decision without
ignoring the arbitration provision in the lease."

The lawsuit is Hyman Companies, Inc., v. Four Winds Casino Resort
and Pokagon Gaming Authority, Adv. Proc. No. 11-2037 (Bankr. E.D.
Pa.).  A copy of Judge Fehling's July 1, 2011 decision is
available at http://is.gd/unt2VBfrom Leagle.com.

                          About Hyman Cos.

Allentown, Pennsylvania-based The Hyman Companies, Inc. -- aka
Landau, The Landau Collection, Boccelli, Landau Costume Jewelry,
and Bijou Bijou -- sells high-end costume jewelry and other
merchandise from shopping center, mall, and hotel stores and
kiosks throughout the country.  Hyman Companies filed for Chapter
11 bankruptcy protection (Bankr. E.D. Pa. Case No. 09-20523) on
March 3, 2009.  Edmond M. George, Esq., at Obermayer Rebmann
Maxwell & Hippel, LLP, assists the Company in its restructuring
efforts.  The Company estimated $1 million to $10 million in both
assets and debts.


JCK HOTELS: To Tap Gordon & Rees as General Litigation Counsel
--------------------------------------------------------------
JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, seeks approval from
the U.S. Bankruptcy Court for the Southern District of California
to employ the law firm Gordon & Rees LLP as general bankruptcy and
litigation counsel.

It is necessary for the Debtor to employ G&R to undertake such
actions as may be appropriate or necessary in connection with the
preservation and realization of value of the chapter 11 estate and
the reorganization of Debtor.

The firm's rates are:

              Personnel                      Rates
              ---------                      -----
             William M. Rathbone, Partner     $425
             Jeffrey D. Cawrey, Partner       $425
             Daniel C. Silva, Associate       $250

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., at Gordon &
Rees LLP, serves as bankruptcy counsel.  While no formal appraisal
has been done recently, the Debtor believes the fair market value
of both Hotels exceeds $18 million.  The petition was signed by
Charles Jung, managing member.


JCK HOTELS: To Tap Dae Hyun & Associates as Financial Advisors
--------------------------------------------------------------
JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, seeks approval from
the U.S. Bankruptcy Court for the Southern District of California
to employ Dae Hyun Kim, CPA & Associates as financial advisor.

The firm has agreed to, among other things:

   a) assist in the preparation of monthly operating for Debtor;

   b) provide corporate and partnership tax operations; and

   c) advise the Debtor regarding financial and business matter.

The firm's Sook Hyun Cho will charge the Debtor's estates
$1,000 per month.

The charges for the facsimiles will be $1 per page for outgoing
facsimiles and photocopies rendered on behalf of Debtor will be
charged at $.20 per page.

                         About JCK Hotels

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., at Gordon &
Rees LLP, serves as bankruptcy counsel.  While no formal appraisal
has been done recently, the Debtor believes the fair market value
of both Hotels exceeds $18 million.  The petition was signed by
Charles Jung, managing member.


KMC REAL ESTATE: Hearing on Case Dismissal Plea Today
-----------------------------------------------------
The Bankruptcy Court for the Southern District of Indiana will
convene a continued hearing today, July 13, 2011, at 10:00 a.m.,
to consider the motion for relief from stay or alternatively
motion to dismiss the Chapter 11 case of KMC Real Estate
Investors, LLC, for lack of good faith filing or alternatively
motion for abstention.

On May 6, 2011, RL BB Financial, LLC, a secured creditor of
KMCREI, has asked for the dismissal of the case for lack of good
faith filing.  RL BB Financial explained that the Debtor has
failed either file a plan of reorganization that has a reasonable
possibility of being confirmed within a reasonable time or
commence monthly payments of nondefault contract rate interest to
lender within the 90-day period after the filing of its bankruptcy
petition.

The motion was filed by James P. Moloy on behalf of creditor RL BB
Financial, LLC.

In a separate filing, the Debtor argued that RLBB failed to
establish "cause" which would warrant a dismissal of this
proceeding.  RLBB has not shown any instances of bad faith on the
part of KMCREI and pursuant to the notable points above, one would
be hard pressed to find lack of good faith associated with this
bankruptcy filing.

RLBB asserted that it is entitled to relief from the automatic
stay because the property is not necessary for KMCREI to
effectively reorganize.   However, if KMCREI was forced to
surrender the property to RLBB, the hospital's operations would
suffer tremendously.

            About KMC Real Estate Investors LLC

Clarksville, Indiana-based KMC Real Estate Investors LLC owns
certain real property located in Clark County, Indiana, commonly
known as 4601 Medical Plaza Way, Clarksville, Indiana.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 11-90930) on April 1, 2011.  Gary Lynn Hostetler,
Esq., Courtney Elaine Chilcote, Esq., and Jeffrey A. Hokanson,
Esq., at Hostetler & Kowalik, P.C., serve as the Debtor's
bankruptcy counsel.  The Debtor disclosed it has undetermined
assets and $24,810,090 in liabilities as of the Chapter 11 filing.

Affiliate Kentuckiana Medical Center, LLC, previously sought
Chapter 11 protection (Bankr. S.D. Ind. Case No. 10-93039) on
Sept. 9, 2010.


LA JOLLA: Has 34.62 Million Outstanding Common Shares
-----------------------------------------------------
La Jolla Pharmaceutical Company reported that since June 24, 2011,
it had converted approximately 34 shares of Series C-1 1
Convertible Preferred Stock into a combined total of 5,658,498
shares of common stock.  Following these conversions, the Company
had a total of 34,621,819 shares of common stock issued and
outstanding as of July 7, 2011.

                    About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company's balance sheet at March 31, 2011, showed
$6.74 million in total assets, $12.58 million in total
liabilities, all current, $5.57 million in Series C-1 1 redeemable
convertible preferred stock, and a $11.41 million total
stockholders' deficit.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LAKE PLEASANT: Court OKs Zwillinger Greek for Sale of Assets
------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona authorized Lake Pleasant Group LLP and DLGC II
LLC to employ Zwillinger Greek Zwillinger & Knecht PC as special
counsel for the Debtors to provide legal services in connection
with the sale of the Debtors' real property and other general
matters.

Lake Pleasant owns 244 acres of raw land located near State Route
74 and Old Lake Pleasant Road in Peoria, Arizona.  DLGC owns 220
acres of raw land located near State Route 74 and Old Lake
Pleasant Road in Peoria, Arizona.

The firm's fees are based on their standard hourly billing rates,
which are $175 to $405 per hour for attorneys and $80 per hour
for paralegals.

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

                         About Lake Pleasant

Phoenix, Arizona-based Lake Pleasant Group, LLP, filed for Chapter
11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-10170) on
April 13, 2011.  The Debtor estimated its assets and debts at
$10 million to $50 million.  Affiliate DLGC II, LLC simultaneously
filed for Chapter 11 (Bankr. D. Ariz. Case No. 11-10174).


LEVELLAND/HOCKLEY: Court Approves Haynes as Committee's Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Texas authorized the
Official Committee of Unsecured Creditors of the Chapter 11 cases
of Levelland/Hockley County Ethanol LLC to retain Haynes and
Boone, LLP, as counsel, nunc pro tunc May 11, 2011.

As the Committee's counsel, Haynes and Boone will, among other
things:

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

   (b) assist and advise the Committee in its consultations with
       the Debtor regarding the administration of this case;

   (c) assist the Committee in analyzing the claims and interests
       of the Debtor's stakeholders and in negotiating with such
       stakeholders;

   (d) assist with the Committee's investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtor and of the operation of its business; and

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtor or any third party concerning matters
       related to, among other things, the terms of a Chapter 11
       plan or plans for the Debtor.

Haynes and Boone will be paid based on the rates of its
professionals:

   Professionals                    Hourly Rates
   -------------                    ------------
   Stephen M. Pezanosky, Partner       $695
   Mark Elmore, Associate              $490
   Erik K. Martin, Associate           $375
   Jordan Bailey, Associate            $280
   Dian Gwinnup, Paralegal             $190

Haynes and Boone's hourly rates currently range from $190 to $990
for attorneys, and from $75 to $570 for professional consultants,
paralegals, and case clerk staff.

Haynes and Boone has agreed to reduce Mr. Pezanosky's hourly rate
to $595.00 per hour.  The foregoing reduction of Mr. Pezanosky's
hourly rate is an accommodation to the Committee and parties-in-
interest in this case and is not applicable to any other
engagement or bankruptcy case.

Stephen M. Pezanosky, Esq., a partner at Haynes and Boone, LLP,
assured the Court that the firm is a "disinterested person" as
that term defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

          Stephen M. Pezanosky
          Mark Elmore
          Erik K. Martin
          HAYNES AND BOONE, LLP
          201 Main Street, Suite 2200
          Fort Worth, TX 76102
          Tel: (817) 347-6600
          Fax: (817) 347-6500
          E-mail: stephen.pezanosky@haynesboone.com
                  mark.elmore@haynesboone.com
                  erik.martin@haynesboone.com

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal of
its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011, represented by lawyers
at Block & Garden, LLP, in Dallas.  In its petition, the Debtor
estimated $50 million to $100 million in assets and $10 million to
$50 million in debts.

William T. Neary, the U.S. Trustee for Region 6, appointed nine
members to the official committee of unsecured creditors in the
Chapter 11 cases of Levelland/Hockley County Ethanol LLC.


LIFECARE HOLDINGS: Debt Trials Remain After Refinancing
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that LifeCare Holdings Inc.
bought itself some time with a loan refinancing earlier this year
and a subsequent acquisition that will help improve its cash
position in the near term, but challenges remain to ensure the
company's high debt level is tackled over the next 18 months,
analysts said.

                    About LifeCare Holdings

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

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

                           *     *     *

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

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

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


LOS ANGELES DODGERS: Seeks Nod for Dewey & LeBoeuf as Attorneys
---------------------------------------------------------------
Los Angeles Dodgers LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Dewey & LeBoeuf LLP as their attorney to enable the Debtors
to execute their duties as debtors and debtors in possession, and
effect their restructure efforts.

A hearing is set for July 20, 2011, at 10:00 a.m., to consider the
Debtors' request.  Objections, if any, are due July 13, 2011, at
4:00 p.m.

The hourly rates of the firm's personnel are:

   Partners            $700-$1,200
   Counsel             $700-$835
   Associates          $385-$650
   Paraprofessionals   $200-$295

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

                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.


LOS ANGELES DODGERS: Asks for OK for Epiq as Claims Agent
---------------------------------------------------------
Los Angeles Dodgers LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Epiq Bankruptcy Solutions LLC as official claims, noticing,
and balloting agent.

A hearing is set for July 20, 2011, at 10:00 a.m., to consider the
Debtors' request.  Objections, if any, are due July 13, 2011, at
4:00 p.m.

According to the Debtors, the appointment of the firm will
expedite the distribution of notices and relieve the clerk's
office of the administrative burden of processing the notices.

The Debtors say that the proposed rates to be charge by the firm
are reasonable and appropriate for services of this nature.

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

                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.


LOS ANGELES DODGERS: Spokeswoman Says MLB Aware of Highbridge Fee
-----------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Major League Baseball said the hedge fund keeping the
Los Angeles Dodgers afloat while in bankruptcy has collected a
surreptitious $5.25 million fee that the lender and baseball
team's owner have intentionally withheld from the court.

According to the report, the league is demanding the right to
question Highbridge Principal Strategies about the alleged fees
connected to the $150 million loan, but the unit of J.P. Morgan
Chase & Co. has declined to hand over paperwork or make an
official available for a deposition, court papers said.

DBR says a Dodgers spokeswoman said in a statement MLB "has been
fully aware of the fee and the guarantee since the hearing on the
first day of the Chapter 11 process."  She said the league made
previously made reference to the fee it called "undisclosed" in
court papers filed on July 6.

DBR says Highbridge didn't respond to requests for comment Monday.

                   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.


LOUIS JONES: $24,856 SteelFab Claim Is Unsecured
------------------------------------------------
At the behest of Louis Jones Enterprises, Inc., Bankruptcy Judge
Jack B. Schmetterer held that the security asserted for Claim
Number 15 of SteelFab, Inc. is valued at zero and SteelFab's claim
will be treated in this bankruptcy case as a general unsecured
claim.  On June 14, 2010, SteelFab filed its proof of claim
asserting a secured claim of $24,856.  A copy of the Court's
July 7, 2011 Findings of Fact and Conclusions of Law is available
at http://is.gd/DYgulGfrom Leagle.com.

The Debtor acted as the general contractor for Jones Lang LaSalle
on a project located in Crestwood, Illinois owned by Bank of
America.  SteelFab and the Debtor entered into a contract whereby
SteelFab would supply labor and materials for the structural steel
for the Crestwood Project.  Pursuant to the contract, SteelFab was
required to execute and deliver waivers of mechanics' liens to the
Debtor before the Debtor issued payment to SteelFab.

Louis Jones Enterprises, Inc., provides construction management
and architecture and engineering consulting services in and around
the Chicago metropolitan area.  It sought chapter 11 protection
(Bankr. N.D. Ill. Case No. 10-11375) on Mar. 16, 2010.  A copy of
the Debtor's chapter 11 petition is available at
http://bankrupt.com/misc/ilnb10-11375.pdfat no charge.  The
Debtor filed a chapter 11 plan of liquidation on Dec. 17, 2010, a
modified plan on Jan. 10, 2011, and a disclosure statement, but
provides no estimate of any distribution to unsecured creditors.


MILLENNIUM GLOBAL: BCP Securities Object to Provisional Relief
--------------------------------------------------------------
BCP Securities, LLC, objects to the request for provisional relief
pursuant to 11 U.S.C. Section 1519(a) and permanent relief
pursuant to 11 U.S.C. Section 1521 filed by Michael W. Morrison,
Richard Heis and Charles Thresh, the court-appointed joint
liquidators and foreign representatives for Millennium Global
Emerging Credit Master Fund Limited and Millennium Global Emerging
Credit Fund Limited in insolvency proceedings pending before the
Supreme Court of Bermuda.

BCP Securities said the Foreign Representatives are seeking to
bypass the Chapter 15 recognition procedures required under the
U.S. Bankruptcy Code and request that the Court grant relief
prematurely.

The Foreign Representatives are seeking discovery; they have asked
the Court for an extension of time to commence litigation.  The
Foreign Representatives have issued summonses.  Answers are due
July 20.  The Court will hold a hearing on July 27.

BCP Securities said the Foreign Representatives' move for
discovery is beyond that which is envisioned in the 11 U.S.C.
Section 1519 as it applies 1521(a).  The Foreign Representatives,
BCP Securities argued, have not shown an urgent need for discovery
during the provisional period prior to the hearing on recognition
or for an extension of time to commence actions prior to the
hearing on recognition.

According to BCP Securities, the funds' liquidation proceedings
were commenced almost three years ago when the funds' directors
filed wind-up petitions with The Supreme Court of Bermuda,
Commercial Court.

BCP Securities argued that under the guise of protecting
creditors' interests, the Foreign Representatives improperly seek
to have the U.S. Bankruptcy Court analyze and determine
recognition of foreign liquidation proceedings of the Debtors
despite the fact that the Debtors' business operations occurred in
jurisdictions outside of Bermuda, including primarily in the
United Kingdom (Guernsey) and the United States.

Attorneys for BCP Securities, LLC, are:

          Marc D. Powers, Esq.
          Oren J. Warshavsky, Esq.
          Natacha Carbajal, Esq.
          BAKER & HOSTETLER LLP
          45 Rockefeller Plaza
          New York, NY 10111
          Telephone: (212) 589-4200
          E-mail: mpowers@bakerlaw.com
                  owarshavsky@bakerlaw.com
                  ncarbajal@bakerlaw.com

                   About Millennium Global Funds

Millennium Global Emerging Credit Fund Limited and Millennium
Global Emerging Credit Master Fund Limited filed petitions under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case Nos.
11-13171 and 11-13172) on June 30, 2011.  The two Millennium
entities were a pair of Bermuda-based funds created to invest in
sovereign and corporate debt instruments.  They were once
affiliated with U.K. investment manager Millennium Global
Investments Ltd.  The two Funds were ill-equipped to survive the
financial downturn of late 2008.  They went into liquidation in
Bermuda in October 2008 following default with their prime
brokers.

Michael W. Morrison, Charles Thresh and Richard Heis at KPMG
Advisory Ltd. have been appointed as liquidators and foreign
representatives of the Millennium funds in proceedings pending
before the Supreme Court of Bermuda, Commercial Court.

Judge Allan L. Gropper presides over the Chapter 15 cases.
Susheel Kirpalani, Esq., at Quinn Emanuel Urquhart & Sullivan LLP,
serves as counsel to the Foreign Representatives.

The Foreign Representatives estimated the assets of Millennium
Global Emerging Credit Master Fund between US$10 million and US$50
million, and its debts between US$100 million and US$500 million.
Millennium Global Emerging Credit Fund's assets and debts are
estimated to be between US$10 million to US$50 million.


MIRAMAR REAL ESTATE: Taps Agosto and FVP as External Auditors
-------------------------------------------------------------
Miramar Real Estate Management Inc. seeks authority from the
United States Bankruptcy Court for the District of Puerto Rico to
employ FPV & Galindez, CPAs, PSC, and its principal, Marcos A.
Claudio Agosto, as its external auditors and restructuring
advisors.

The Debtor asserts that services are required in its
reorganization process in the areas of Plan Development,
Liquidation Analysis, Claims Administration, Feasibility,
Negotiations, Investment, Financing and other matters.

Miramar wishes to retain Mr. Agosto and FPV as its external
auditors and insolvency and restructuring advisors, in the
exercise of their powers and duties, on all financial matters
pertaining to the reorganization in its Chapter 11 proceedings.

FPV has served as external auditors for the Debtor and Debtor's
stockholder since December 31, 2005.

Mr. Agosto assures the Court that his firm is a disinterested
party within the meaning of Section 101(3) and 327 of the
Bankruptcy Code.

San Juan, Puerto Rico-based Miramar Real Estate Management Inc.
filed for Chapter 11 bankruptcy protection on March 2, 2011
(Bankr. D. P.R. Case No. 11-01786).  Fausto D. Godreau Zayas,
Esq., at Latimer, Biaggi, Rachid & Godreau, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at US$100 million to US$500 million.


MWM CARVER: Court OKs $12.5-Mil. Assets Sale to William C. Smith
----------------------------------------------------------------
Judge S. Martin Teel, Jr. of the U.S. Bankruptcy Court for the
District of Columbia authorized MWM Carver Terrace, LLC's sale of
its interest in a 407 unit multi-family residential community
located at 901 21st Street, in Washington, D.C., free and clear of
liens, claims and encumbrances, to William C. Smith & Co., for
$12,525,000.

The Debtor previously considered an offer from SCD Carver
Holdings, LLC for the assets for $13,500,000, which was then
lowered to $12,500,000.  The Debtor then received a competing bid
from William C. Smith & Co., Inc. or its affiliate WCS Carver
Terrace Limited Partnership for the assets pursuant to a Purchase
and Sale Agreement.  Smith has paid into escrow a non-refundable
deposit for the Assets for $750,000.  SCD however has timely
increased its offer to purchase the Assets from $12,500,000 to
$12,750,000, but leaving all other prior terms and conditions of
the SCD Agreement unaltered.

Nonetheless, the Debtor has determined that the Smith bid is
higher and better than the SCD Bid because, among other things,
closing under the Smith Agreement is expedited and, as a result of
a contractual exclusion of Smith from the brokerage agreement of
CB Richard Ellis, no broker commission is payable under the Smith
Agreement.

All objections to the Sale Motion or the relief requested that
have not been withdrawn, waived, or settled, and all reservations
of rights in those objections, are overruled on the merits, the
Court ruled.

Fannie Mae will be paid in full at closing of the sale, including
payment of the unpaid principal balance, non-default and default
interest, yield maintenance and other charges required under the
loan documents, including Fannie Mae's costs and expenses,
including reasonable attorneys' fees incurred before the Petition
Date and during this bankruptcy case in enforcing its rights under
the loan documents.

Washington, DC-based MWM Carver Terrace, LLC, owns a 407-unit
residential apartment building located at 901 21st Street NE, in ,
Washington D.C.  The Property occupies 5.78 acres of land and has
approximately 252,000 square feet of enclosed improvements.  It
filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No.
11-00168) on March 3, 2011.  Brent C. Strickland, Esq., at
Whiteford, Taylor, & Preston L.L.P., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


MXENERGY HOLDINGS: Now a Wholly-Owned Subsidiary of Constellation
-----------------------------------------------------------------
MXenergy Holdings Inc. became a wholly-owned subsidiary of
Constellation Energy Resources, LLC, as a result of the merger of
Nutmeg Merger Sub, Inc., with and into Holdings, with Holdings
continuing as the surviving corporation in the Merger.  The Merger
was effected pursuant to the Agreement and Plan of Merger, dated
May 12, 2011, by and among Constellation, Merger Sub, Holdings,
and Mx SR LLC.  Pursuant to the terms of the Merger Agreement,
each issued and outstanding share of Class A Common Stock, $0.01
par value per share, of Holdings, Class B Common Stock, $0.01 par
value per share, of Holdings and Class C Common Stock, $0.01 par
value per share, of Holdings, other than Common Stock held as
treasury shares by Holdings and any shares with respect to which
appraisal rights have been properly perfected under Delaware law,
was converted into the right to receive $3.2554 per share, less
any applicable withholding taxes.  In addition:

     * each restricted share of Class C Common Stock that was
       issued and outstanding immediately prior to the Merger
       became fully vested and cancelled, and the holders thereof
       received $3.2554 per share in cash less any applicable
       withholding taxes;

    -- each restricted share unit issued under the Holdings 2010
       Stock Incentive Plan that was outstanding immediately prior
       to the Merger became fully vested and cancelled, and the
       holder thereof received $3.2554 per share in cash, less any
       applicable withholding taxes; and

    -- each share of Common Stock held as treasury stock
       immediately prior to the Merger was cancelled and retired
       with no payment being made or owed with respect to such
       shares.

On July 1, 2011, and in connection with the Termination and
Transfer Agreement, dated as of May 12, 2011, among Sempra Energy
Trading LLC, MXenergy Inc., MXenergy Electric Inc., Holdings and
Constellation Energy Commodities Group, Inc., Sempra and MXenergy
Inc. entered into an Amended and Restated Schedule to the ISDA
Master Agreement, dated as of Sept. 22, 2009, between Sempra and
MXenergy Inc., as amended.  The A&R Gas Schedule amended the Gas
ISDA Agreement to remove Sempra's obligation to supply gas to
MXenergy Inc. and its obligation to provide credit support for
various gas-related commodity transactions.  Further, the A&R Gas
Schedule amended the Gas ISDA Agreement to remove many
representations, warranties, covenants and events of default
applicable to MXenergy Inc. and replaced the requirement to
provide collateral security in the form of security interests in
substantially all of its and its subsidiaries' assets with the
requirement to provide a letter of credit as collateral security.

On July 1, 2011, and in connection with the Sempra Termination and
Transfer Agreement, Sempra and MXenergy Electric Inc. entered into
an Amended and Restated Schedule to the ISDA Master Agreement,
dated as of Sept. 22, 2009, between Sempra and MXenergy Electric
Inc., as amended.  The A&R Electric Schedule amended the Electric
ISDA Agreement to remove Sempra's obligation to supply electrical
energy to MXenergy Electric Inc. and its obligation to provide
credit support for various electric power-related commodity
transactions.  Further, the A&R Electric Schedule amended the
Electric ISDA Agreement to remove many representations,
warranties, covenants and events of default applicable to MXenergy
Electric Inc. and replaced the requirement to provide collateral
security in the form of security interests in substantially all of
its and its subsidiaries' assets with the requirement to provide a
letter of credit as collateral security.

Pursuant to the Sempra Termination and Transfer Agreement,
effective upon the closing of the Merger, (i) Holdings repurchased
shares of Class B Common Stock and Class C Common Stock held by
Sempra, (ii) Holdings cancelled all RSUs held by Sempra, and (iii)
it was agreed that Sempra's obligation and right to perform
commodity supply services would be terminated.  As consideration
for the termination of the right to perform commodity supply
services, Holdings paid Sempra approximately $5 million.  As
consideration for the repurchase of Sempra's shares of Class B
Common Stock and Class C Common Stock and cancellation of its
RSUs, Holdings paid Sempra approximately $11,050,000.  In
connection with the termination of Sempra's obligation and right
to perform commodity supply services, the Guarantee and Collateral
Agreement, dated as of Sept. 22, 2009, among Holdings, MXenergy
Electric Inc., MXenergy Inc., and the other subsidiaries of
Holdings party thereto, as grantors, and Sempra, as secured party,
as amended by the First Amendment, dated as of May 28, 2010, was
terminated.

The consummation of the Merger effectively terminated any and all
rights pursuant to any voting agreements and shareholder
agreements by and among the holders of Common Stock.

As a result of the Merger, a change of control of Holdings
occurred and Holdings became a wholly-owned subsidiary of
Constellation.  Constellation used cash on hand to effect the
Merger.

Immediately prior to the effective time of the Merger, each of
Jeffery A. Mayer, Mark Bernstein, Carl Adam Carte, James N.
Chapman, Michael J. Hamilton, William Landuyt, Randal T. Maffett,
Wayne Kubicek and Jonathan Moore, each a member of the Board of
Directors of Holdings prior to the Merger, ceased to be directors
of Holdings, and Mark P. Huston, Kathleen W. Hyle and Edward J.
Quinn were appointed as directors of Holdings.

Also immediately prior to the effective time of the Merger, (i)
Jeffery A. Mayer resigned as President and CEO of Holdings, Chaitu
Parikh resigned as Executive Vice President and CFO of Holdings,
Robert Blake resigned as Senior Vice President, Regulatory Affairs
of Holdings, Gina Goldberg resigned as Senior Vice President,
Marketing of Holdings, Ronnie V. Shields resigned as Vice
President and Controller of Holdings and Robert Werner resigned as
Senior Vice President, Supply of Holdings and (ii) Chaitu Parikh
was appointed President and Chief Executive Officer of Holdings
and Ronnie V. Shields was appointed Chief Financial Officer of
Holdings.  Mr. Parikh and Mr. Shields shall serve as President and
Chief Executive Officer and as Chief Financial Officer,
respectively, until their respective successors are duly elected
and qualify.

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

                        http://is.gd/kSY81t

                      About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

The Company's balance sheet at March 31, 2011, showed
$210.07 million in total assets, $102.66 million in total
liabilities, and $107.41 million in total stockholders' equity.

MxEnergy carries 'Caa3' long term corporate family and 'Ca/LD'
probability of default ratings from  Moody's Investors Service.


NEBRASKA BOOK: Mesirow, Lowenstein Represent Creditors
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the U.S. Trustee appointed in the Chapter 11 case of
Nebraska Book Co. an official creditors' committee composed of two
indenture trustees and three trade suppliers.  U.S. Bank NA and
Bank of New York Mellon Trust Co. NA are the indenture trustees.
The trade creditors include subsidiaries of jeans maker VF Corp.
and publisher Reed Elsevier Group Plc.  For their professionals,
the committee selected Lowenstein Sandler LLP as lawyers and
Mesirow Financial Inc. as financial advisers, according to the
report.

                    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.


NEW ULM RETAIL: Court Dismisses Involuntary Chapter 11 Case
-----------------------------------------------------------
On June 16, 2011, Bankruptcy Judge Bruce A. Markell dismissed the
involuntary Chapter 11 case filed against New Ulm Retail and
Development LLC by petitioning creditors, Clifford Strand, Michael
Strand, and Lance Warner.  At a status hearing on May 24, 2011,
counsel for the petitioning creditors indicated that dismissal of
the case was appropriate.

On March 7, 2011, three creditors filed an involuntary Chapter 11
petition against Cicero, Indiana-based New Ulm Retail and
Development LLC (Bankr. D. Nev. Case No. 11-13110).  Robert E.
Atkinson, Esq., at Kupperlin Law, in Henderson, Nev., represented
the petitioning creditors as counsel.


NORANDA OPERATING TRUST: DBRS Downgrades Issuer Rating to 'BB'
--------------------------------------------------------------
DBRS has downgraded the Issuer Rating of Noranda Operating Trust
from BBB Under Review with Developing Implications to BB (high)
with a Stable trend following the Trust's recent announcements
regarding its refinancing efforts.  Although the Trust's zinc
concentrate processing operations have been running at close to
capacity levels and generating solid earnings and cash flows since
October 2009, it continues to face delays in renewing its long-
term financing structure.  These delays arise in the light of
competing interests of the unitholders of its parent, the Noranda
Income Fund (the Fund), that seek restoration of the Fund's
distributions and the need to reduce long-term debt levels in
advance of the potential expiry (or significant change in terms)
in May 2017 of the Trust's concentrate supply and processing
agreement with Xstrata Canada Limited that is the foundation of
the Trust's earnings and cash flow, adding to the financial
uncertainty related to the Trust.

The Trust is currently being financed under the auspices of an
interim $220 million bridge credit facility maturing on December
2, 2011 following the full repayment of its Senior Secured Notes
and senior secured revolving credit facilities, which matured in
December 2010.  The Trust has indicated that it has executed a
commitment letter for and is pursuing a five-year, asset-based
secured revolving credit facility for up to $150 million that
requires the Trust to concurrently arrange term debt financing
having proceeds of at least $90 million (the March 31, 2011
indebtedness of the Trust totaled $157 million).

DBRS expects the Trust to be successful in arranging new long-term
financing essentially in the form anticipated but DBRS remains
vigilant in terms of the implications any financing arranged will
have to the pre- and post- May 2017 end of the initial term of the
Supply and Processing Agreement.

A reduction in concentrate processing for about seven months in
2009 led to a suspension of distributions by the Trust and its
parent, the Fund, in July 2009.  The suspension of distributions
has continued during a protracted period in which the Trust's
long-term debt (which matured and was repaid in December 2010) and
its short-term borrowing agreements were refinanced with various
short-term arrangements.  The suspension of distributions and
normal operations allowed a $34 million reduction of the Trust's
$191 million in total debt at the end of June 2009 to $157 million
by March 31, 2011.  Consequently, the Trust's financial metrics,
which had weakened in 2009, returned to historical levels in 2010
and have added strength in early 2011.  Debt as a percentage of
total capitalization (45% at March 31, 2011) dropped to under 50%
in 2010 for the first time since 2005; cash flow-to-total debt was
39% and EBITDA gross interest coverage was 12.8 times in Q1 2011.

The Trust's refinancing efforts have been complicated by a number
of factors including the expiry date of the initial term of the
Supply and Processing Agreement on May 2, 2017.  Under the Supply
and Processing Agreement, the Trust has been able to process zinc
concentrates supplied by Xstrata Canada and generate earnings and
cash flow to fund all of its operating and capital expenditure
needs, plus provide sufficient cash to support the Fund's
distribution of $51 million per year to its unitholders in each of
the five years prior to and including 2008.  Going forward, the
Trust will face an added income tax burden due to changes in the
Canadian taxation of income trusts.  Over the longer term, DBRS
believes that the cost of processing zinc concentrates under the
Supply and Processing Agreement is high compared with current
market rates for toll zinc refining and should these difficult
market conditions prevail that it is unlikely that the Supply and
Processing Agreement will be extended beyond May 2017 under
current terms, leading to the expectation of a significant drop in
earnings and cash flow for the Trust after that date.  In
addition, the bulk of zinc concentrate supplied by Xstrata Canada
is from its Canadian operations and beyond 2017, the availability
of concentrates from those operations is expected to be greatly
reduced.

DBRS believes that the value of the Trust's zinc refining
facilities to Xstrata Canada, in terms of bringing its Canadian
zinc production to markets in North America and around the world,
would likely result in Xstrata Canada providing financial
assistance in the event that the Trust had difficulties in meeting
its financial obligations in the short term.  Nonetheless, once
the initial term of the Supply and Processing Agreement expires,
its terms are likely to be renegotiated or it may not be extended.
In either case, the Trust's ability to generate earnings and cash
flow would be significantly reduced and potentially eliminated as
would its ability to support the servicing of long-term debt not
related to working capital needs.


NORTEL NETWORKS: $4.5 Billion Patent Sale Approved by Judges
------------------------------------------------------------
Nortel Networks Inc. was given authority Monday by judges in the
U.S. and Canada to sell a portfolio of 6,000 patents for $4.5
billion to a group including Apple Inc., Microsoft Corp., Sony
Corp., Research In Motion Ltd., Ericsson AB and EMC Corp.

The auction involved 19 rounds of bidding from June 27 to June 30.
A consortium emerged as the winning bidder with a cash purchase
price of US$4.5 billion for the remaining patent portfolio of
Nortel Networks Inc.

The consortium, identified as Rockstar Bidco, LP, consists of
Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson,
Microsoft Corp., Research In Motion Limited, and Sony Corporation.

The winning bid is five times Google Inc.'s opening bid of $900
million.  Ranger Inc., the entity formed by Google, as the
stalking horse bidder, will receive at least $25 million as
"break-up fee".

Cash generated from the patent auction comes on top of $3 billion
Nortel already raised from selling most of its other assets and
businesses.

                     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.


OLSEN'S MILL: Sale of BNP Paribas' Security Interest Erroneous
--------------------------------------------------------------
BNP Paribas asked the Supreme Court of Wisconsin to review an
unpublished opinion of the court of appeals affirming an order of
the circuit court. Paribas and Olsen's Mill Inc. entered into a
voluntary assignment agreement for the benefit of creditors under
Wis. Stat. ch. 128.  The circuit court ordered the sale of certain
assets free and clear of all liens to Olsen's Mill's Acquisition
Company, LLC.

As a secured creditor, Paribas argues that the circuit court erred
by ordering the sale of its collateral free and clear of Paribas's
security interest without its consent.  Additionally, it contends
that the sale impermissibly contravened the order of distribution
of the proceeds of a debtor's estate set forth in Wis. Stat. Sec.
128.17(1).

In an Opinion filed July 8, 2011, Justice Ann Walsh Bradley held
that the circuit court erred by ordering the sale of Paribas's
collateral free and clear of Paribas's security interest without
its consent. However, because the value of Paribas's security
interest in the assets sold is unclear on the record, the
Wisconsin Supreme Court said it is unable to discern if Paribas
was harmed as a result of this error.

"We further determine that the court contravened the statute by
approving an offer that circumvented the order of distribution
mandated by Wis. Stat. Sec. 128.17(1). Accordingly, we reverse the
court of appeals and remand to the circuit court for a
determination of what remedy is available under the
circumstances," Justice Bradley said.

The case is BNP Paribas as Agent, Plaintiff-Appellant-Petitioner,
v. Olsen's Mill, Inc., Defendant-Respondent, No. 2009AP1007 (Wis.
Sup. Ct.).  A copy of Justice Bradley's decision is available at
http://is.gd/1Ilp4cfrom Leagle.com.

In 2009, Olsen's Mill, Inc. was one of the largest grain elevators
in Wisconsin.  Olsen's Mill's largest creditor was French bank BNP
Paribas, which had extended Olsen's Mill an $80 million line of
credit.

Paribas had a properly perfected security interest in certain
assets of Olsen's Mill including equipment, real estate,
inventory, and general intangibles.  At the time Olsen's Mill
defaulted on its obligations to Paribas, $58 million was due and
owing on the loan.  It is unclear from the record, however, what
part of the $58 million represented a secured interest.

Olsen's Mill had a number of creditors in addition to Paribas.
Baylake Bank had a properly perfected security interest in certain
assets.  Olsen's Mill also had a number of unsecured creditors,
including local businesses and farmers.

On Feb. 11, 2009, Paribas and Olsen's Mill entered into a written
agreement for an assignment for the benefit of creditors under
Wis. Stat. ch. 128.  The circuit court approved the assignment and
appointed Michael S. Polsky as interim receiver of Olsen's Mill's
estate pursuant to Wis. Stat. Sec. 128.08(1)(b).  Shortly
thereafter, the receiver sought authority to sell certain assets,
including inventory and owned equipment.

BNP Paribas as Agent is represented by:

          Brady C. Williamson, Esq.
          Katherine Stadler, Esq.
          Patricia L. Wheeler, Esq.
          GODFREY & KAHN, S.C.
          One East Main Street, Suite 500
          P.O. Box 2719
          Madison, WI 53701-2719
          Tel: (608) 284-2221
          Fax: (608) 257-0609
          E-mail: bwilliam@gklaw.com
                  kstadler@gklaw.com
                  pwheeler@gklaw.com

               - and -

          Joseph J. Wielebinski, Esq.
          MUNSCH HARDT KOPF & HARR, P.C.
          3800 Lincoln Plaza
          500 N. Akard Street
          Dallas, TX 75201-6659
          Tel: 214-855-7561
          Fax: 214-978-4375
          E-mail: jwielebinski@munsch.com

Olsen's Mill, Inc., is represented by:

          Thomas M. Olejniczak, Esq.
          Colleen M. Kelly, Esq.
          Patrick M. Blaney, Esq.
          LIEBMANN, CONWAY, OLEJNICZAK & JERRY, S.C.
          231 S. Adams Street
          Green Bay, WI 54301
          Tel: (920) 437-0476
          Fax: (920) 437-2868
          E-mail: TMO@lcojlaw.com
                  cmk@lcojlaw.com
                  pmb@lcojlaw.com


ONOFF AB: Seeks Bankruptcy Protection
-------------------------------------
Dow Jones' DBR Small Cap reports that Onoff AB said it filed for
bankruptcy following several years of fierce competition in the
Swedish home electronics market.  Onoff AB is one of Sweden's
largest home electronics retailers.


OUTSOURCE HOLDINGS: Cole Schotz as Examiner's Counsel Gets Okay
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas on
June 27, 2011, authorized Anthony J. Pacchia, the examiner
appointed by the United States Trustee, Elizabeth Ziegler, Esq.,
in the bankruptcy case of Outsource Holdings, Inc., to retain
Cole, Schotz, Meisel, Forman & Leonard, P.A., as his counsel
effective as of May 18, 2011.

As the Examiner's counsel, Cole Schotz will, among other things:

     (a) take all necessary actions to assist and advise the
         Examiner with respect to the discharge of his duties
         and responsibilities under the Examiner Order;

     (b) assist the Examiner in preparing pleadings and
         applications as may be necessary in the discharge of
         the Examiner's Duties;

     (c) represent the Examiner at all hearings and other
         proceedings before the Court and any appellate courts
         with respect to the Examiner's Duties, and advocate
         and protect the interests of the Examiner before such
         courts and the U.S. Trustee;

     (d) represent the Examiner in any dealings he may have
         with various governmental and regulatory authorities,
         if required; and

     (e) represent the Examiner in any dealings he may have
         with the Debtor's creditors or any third party
         concerning the discharge of the Examiner's Duties.

                     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.


OXIGENE INC: Sells Add'l 3MM Shares Under at Market Sales Pact
--------------------------------------------------------------
OXiGENE, Inc., on July 8, 2011, filed a prospectus supplement to
the Company's shelf registration statement on Form S-3 previously
filed with the Securities and Exchange Commission relating to the
sale of an additional $3,100,000 of OXiGENE common stock from time
to time pursuant to the At Market Issuance Sales Agreement, dated
July 21, 2010, by and between OXiGENE and McNicoll, Lewis & Vlak
LLC, as Agent.

The Company previously filed with the SEC a prospectus supplement
dated July 21, 2010, relating to the sale of 14,250,000 shares of
common stock pursuant to the Agreement, a prospectus supplement
dated Jan. 31, 2011, relating to the sale of up to an offering
amount of $4,790,000 of common stock pursuant to the Agreement, a
prospectus supplement dated June 1, 2011, relating to the sale of
up to an offering amount of $6,110,000 of common stock pursuant to
the Agreement, and a prospectus supplement dated June 29, 2011,
relating to the sale of up to an offering amount of $4,000,000 of
common stock pursuant to the Agreement.  As of July 8, 2011,
shares of common stock in an aggregate offering amount of
$19,156,051 have been sold under the July 21, 2010, Jan. 1, 2011,
June 1, 2011, and June 29, 2011, prospectus supplements, and no
further sales of shares will be made under such prospectus
supplements.  Sales of common stock under the July 8, 2011,
prospectus supplement will be made from time to time as market
conditions warrant, in the Company's discretion.

As of June 30, 2011, OXiGENE expects to report cash, cash
equivalents and restricted cash of approximately $8.5 million,
compared with approximately $2.7 million at March 31, 2011.

                         About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company reported a consolidated net loss of $23.77 million on
$0 of license revenue for the year ended Dec. 31, 2010, compared
with a consolidated net loss of $28.94 on $0 of license revenue
during the prior year.

As reported by the Troubled Company Reporter on March 23, 2011,
Ernst & Young LLP, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
Ernst & Young noted that the Company has incurred recurring
operating losses and will be required to raise additional capital,
alternative means of financial support, or both, prior to Jan. 1,
2012 in order to sustain operations.  According to Ernst & Young,
the ability of the Company to raise additional capital or
alternative sources of financing is uncertain.

The Company's balance sheet at March 31, 2011, showed
$3.85 million in total assets, $2.80 million in total liabilities,
nd $1.04 million in total stockholders' equity.


PACIFICA MESA: Facing Plan Objection from Workers
-------------------------------------------------
Pacifica Mesa Studios, LLC, will be facing an objection at the
hearing before the U.S. Bankruptcy Court for the Central District
of California, San Fernando Valley Division, on its proposed
Chapter 11 plan of reorganization.

Workers Realty Trust II, L.P., objects to the confirmation of the
Plan.

Workers Realty says the Plan's global consensual and non-
consensual release and exculpation of numerous individuals and
entities from claims of the Debtor's creditors, including workers,
contradict established precedent in the Ninth Circuit.  The Ninth
Circuit, the Workers point out, has unequivocally held that
Section 524(e) of the Bankruptcy Code precludes bankruptcy courts
from discharging the liabilities of non-debtors.

The Workers are represented by:

         Sara L. Chenetz, Esq.
         Jerry L. Switzer, Jr., Esq.
         Monika J. Machen, Esq.
         BLANK ROME LLP
         161 N. Clark Street, Suite 4200
         Chicago, IL 60601
         Telephone: (312) 819-1900
         Facsimile: (312) 819-1910
         E-mail: jswitzer@polsinelli.com
                 mmachen@polsinelli.com

                       Plan Supplement Filed

The Debtor has filed a supplement to its proposed plan.  The
supplement includes a management agreement, an amended and
restated operating agreement of the reorganized debtor, and a
schedule of contracts to be assumed by the Debtor.  The managers
of the Reorganized Debtors will be James Freel and Joseph
LoMonaco.  A full-text copy of the Plan Supplement, dated June 30,
2011, is available for free at
http://ResearchArchives.com/t/s?7673

                        About Pacifica Mesa

Agoura Hills, California-based Pacifica Mesa Studios, LLC, dba
Albuquerque Studios and ABQ Studios, is a California limited
liability company that was formed for the purpose of developing
and running a state-of-the art production complex in Albuquerue,
New Mexico.  The Debtor is owned on a 50/50 basis by members
Harold Katersky and Dana Arnold.  The Debtor is the largest film
studio in New Mexico.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 10-18827) on July 20,
2010.  Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, assists
the Debtor in its restructuring effort.  The Debtor estimated $50
million to $100 million in assets and $100 million $500 million in
liabilities in its Chapter 11 petition.


PETER MCFARLAND: No Proof of Hiding Flying Tuna Assets
------------------------------------------------------
In the case, Whitney National Bank, v. The Flying Tuna, LLC, et
al., Civil Action No. 11-0249-WS-N (S.D. Ala.), the Court barred
Flying Tuna from disposing of property which is subject to the
bank's security interest lien without court order or plaintiff's
consent.  Chief District Judge William H. Steele noted that
Whitney seeks to impute nefarious conduct to Peter McFarland, the
sole shareholder of Flying Tuna's sole member, by stating that a
bankruptcy trustee moved to dismiss Mr. McFarland's Chapter 11
bankruptcy petition because, inter alia, he had not filed
financial reports for Flying Tuna.

"The Court takes judicial notice, however, that the trustee
withdrew that motion on June 13, 2011.  Thus, there is no
information before the Court that McFarland is hiding information
about Flying Tuna's assets from any tribunal, so as to give rise
to concerns that he would thumb his nose at an order enjoining him
from disposing of the collateral pending entry of final judgment
in this case," Judge Steele said.

Whitney sued Flying Tuna for breach of a promissory note and
foreclosure of a security interest lien.  Flying Tuna in 2008
executed and delivered to Whitney a promissory note in the
principal amount of $200,000, along with a commercial security
agreement.  Flying Tuna granted Whitney a security interest in its
inventory, retail inventory, artwork, intangibles, and other items
as collateral to secure the note.

The Complaint alleges that Flying Tuna failed to make required
monthly payments on the Note beginning on Jan. 5, 2011, and has
made no subsequent payments.  Despite notice of the default,
Flying Tuna failed to cure or to respond to Whitney's demand for
payment.

A copy of Judge Steele's July 7, 2011 Order is available at
http://is.gd/1GFk5sfrom Leagle.com.

Peter McFarland filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 11-06750) on April 10, 2011.


PLAIN GOOD: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Plain Good, Inc.
          dba Fontana
        7605 Beach Boulevard
        Jacksonville, FL 32216

Bankruptcy Case No.: 11-05036

Chapter 11 Petition Date: July 8, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Gust G. Sarris, Esq.
                  AFFINITY LAW FIRM, P.L.
                  3947 Boulevard Center Drive, #101
                  Jacksonville, FL 32207
                  Tel: (904) 398-9510
                  Fax: (904) 398-9512
                  E-mail: gsarris@affinitylawfirm.com

Scheduled Assets: $480,500

Scheduled Debts: $1,067,589

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-05036.pdf

The petition was signed by Paola P. Navarro, title SEC.


POINT BLANK: Toyobo Makes $6 Million Settlement
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Point Blank Solutions Inc. negotiated a $6 million
settlement of a lawsuit it filed in 2009 against Toyobo Co. Ltd.
relating to a fabric made from Zylon.  Point Blank used Zylon to
make reputedly bullet-proof vests from 1999 until 2005, when the
U.S. government released a study saying that the material provided
by Osaka-based Toyobo wouldn't stop bullets.  Point Blank sued
Toyobo for $20 million in 2009.

Mr. Rochelle relates that with the trial scheduled in U.S.
district court in Florida, Toyobo agreed to settle by paying
$6 million.  If approved by the bankruptcy judge at a requested
July 27 hearing, Point Bank will take in $4.75 million after
paying the lawyers' fees.

                        About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  T. Scott Avila of CRG Partners Group LLC is
the restructuring officer.  Epiq Bankruptcy Solutions serves as
claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and Brian
L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel.


PRIMUS TELECOMMUNICATIONS: Moody's Assigns B3 Ratings to Notes
--------------------------------------------------------------
Moody's has assigned definitive B3 ratings to Primus
Telecommunications Holding, Inc's (a wholly owned subsidiary of
Primus Telecommunications Group, Inc.) proposed $240 million 10%
senior secured notes due 2017. The new notes were offered in an
exchange for the company's $130 million 13% senior secured notes
due 2016, and $90 million 14.25% senior subordinated notes due
2013.

The holders have fully tendered the outstanding 14.25% senior
subordinated notes, which Moody's does not rate. The holders have
tendered over 98% of the 13% senior secured notes. As a result,
approximately $2.4 million of the 13% notes remain, and the
ratings for these notes have been withdrawn. A complete list of
the ratings actions are:

Issuer: Primus Telecommunications Holding, Inc.

Assignments:

   -- 10% Senior Secured Notes Due 2017, B3 (LGD4-65%)

Issuer: Primus Telecommunications Canada, Inc. and Primus
Telecommunications Holding, Inc.

Withdrawn:

   -- 13% Senior Secured Notes due 2016

Outlook is Stable

RATINGS RATIONALE

The principal methodologies used in rating Primus
Telecommunications Holding, Inc was the Moody's Global
Telecommunications Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009, and Speculative Grade Liquidity
Ratings published September 2002.

Primus is a competitive telecom provider headquartered in McLean,
VA. The company offers telecommunications, IP and data center
services to small and medium-sized enterprises, residential
customers and other telecommunications carriers and resellers in
the United States, Canada, Australia, and Brazil.


PROVIDENT ROYALTIES: Liquidating Trustee May Sue D&Os
-----------------------------------------------------
Magistrate Judge Irma Carrillo Ramirez granted the request of Milo
H. Segner, the trustee liquidating the estates of Provident
Royalties, L.L.C., to lift the stay of proceedings against Henry
D. Harrison, Brendan W. Coughlin and Paul R. Melbye.

Securities and Exchange Commission, Plaintiff, v. Provident
Royalties, L.L.C., et al., Defendants. and Shale Royalties 21,
Inc., et. al., Relief Defendants, Civil Action No. 3:09-CV-1238-L
(N.D. Tex.), is a securities fraud action against several business
entities, including Provident, Shale, and several individuals,
including Provident founders and managers Henry D. Harrison,
Brendan W. Coughlin, Paul R. Melbye, and Joseph S. Blimline.  The
SEC has also joined several other business entities that received
assets, funds, or other properties derived from the allegedly
fraudulent offering as "relief defendants".

Dennis S. Roossien, Jr., has been appointed receiver for the
estates of Provident, Shale, and certain other defendants and
relief defendants.  Mr. Roossien also has been appointed the
Chapter 11 Trustee for Provident, Shale, and several other
business entities.

Under the current consolidated plan for liquidation of the
debtors' estates, Mr. Segner, as trustee of the Provident
Liquidating Trust and a representative of the debtors' estates,
has been assigned certain causes of action, including the debtors'
claims against their directors and officers for breach of their
fiduciary duties.

The liquidating trustee moves to lift the stay on litigation to
allow him to pursue those claims against the directors and
officers of the debtors, including Messrs. Harrison, Coughlin, and
Melbye. The receiver has agreed to the motion, the SEC does not
oppose the motion, and Messrs. Coughlin and Harrison filed a
response in opposition to the motion.

A copy of the Court's July 7, 2011 Memorandum Opinion and Order is
available at http://is.gd/dJR187from Leagle.com.

                    About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owned working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 (Bankr. N.D.
Tex. Case No. 09-33886) on June 22, 2009.  Judge Harlin DeWayne
Hale presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint with the District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.  On July 2, 2009, the
District Court appointed Dennis L. Roossien, Jr., at Munsch Hardt
Kopf & Harr P.C. in Dallas, Texas, as receiver for the Debtors.
On July 20, 2009, the Bankruptcy Court named Mr. Roossien, Jr., as
the Debtors' Chapter 11 trustee.

Mr. Roossien, Jr., hired Patton Boggs, LLP, as his special
counsel.  Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee.  Mr.
Roossien, Jr., also selected Munsch Hardt Koph & Harr, P.C., as
counsel.  Gardere, Wynne, Sewell, LLP represents the official
committee of unsecured creditors.  Rochelle McCullough, LLP
represents the official investors committee.

The Company, in its petition, estimated between $100 million and
$500 million each in assets and debts.

As reported in the Troubled Company Reporter on June 21, 2010, the
Chapter 11 Trustee, the official committee of unsecured creditors
and the official investors committee for Provident Royalties LLC
and its affiliates obtained confirmation of their plan of
liquidation.  The Plan provides 100% return to all creditors
on their claims with interest, and creates a liquidating trust to
pursue claims against third parties for the benefit of holders of
preferred stock interests.


PURSELL HOLDINGS: Lawson Amends Lift Stay Motion to Sell Property
-----------------------------------------------------------------
Lawson Bank submits to the U.S. Bankruptcy Court for the Western
District of Missouri a request to lift the automatic stay to
condition the use or sale of the collateral or for adequate
protection payments.

On Dec. 16, 2003, Pursell Holdings LLC applied for a loan
amounting $650,000 from Lawson Bank.  On Dec. 16, 2006, the loan
was renewed for $596,948 pursuant to the terms of a promissory
note of the same date.  The Original Note and the renewal are
secured by a Deed of Trust on certain real estate located in
Buckeye Industrial Park, Kansas City, Missouri.  Lawson Bank
perfected its interest in the Property by filing the Deed of Trust
with the Recorder of Deeds on Dec. 19, 2003.  The lien is the
first position lien against the real estate.

The Debtor scheduled the loan balance as of the filing of the
Bankruptcy Petition as $473,839.

Under the terms of the Note and the renewal executed by the
Debtor, the Debtor is required to make monthly payments equal to
$5,210.  The loan fully matures on Dec. 16, 2011.

Lawson Bank asserts that cause exists for termination of the
automatic stay because:

   a. it lacks adequate protection for repayment;

   b. the equity in the property does not adequately protect
      Lawson Bank unless or until the property is sold, making
      liquidation of the collateral necessary to protect the
      creditor's debt;

   c. the Debtor's failure to make its contracted monthly
      payments harms the subordinate and unsecured creditors by
      shifting any remaining equity to service the secured debt;
      Any delay in making payments to creditor harms the
      subordinate and unsecured creditors;

   d. the Debtor's escrowing for future taxes does not adequately
      protect Creditor for the lien on the past due taxes which
      constitute a lien on the collateral;

   e. the debtor's reliance on existence or non-existence of a
      lien on any lease rights or lease income fails to address
      the breach of the contractual duty to make monthly payments
      on the debt, regardless of its source;

   f. if the Debtor is unable to service the debt to Creditor,
      then confirmation of a Plan is unlikely and the property
      should be liquidated;

   g. the Debtor has not acted in good faith by attempting to
      condition its compliance with the note on the Bank's
      accepting proposed terms of modification;

   h. the Property which serves as collateral for the loan is
      income producing property, such income is sufficient to
      service the debt to Creditor, but Debtor has made no
      payments on the loan since filing for bankruptcy;

   i. despite Lawson Bank's perfected security interests, the
      Debtor has paid Creditor nothing for Debtor's continued
      possession of the collateral;

   j. Lawson Bank's collateral is diminishing in value due to
      Debtor's continued use of the collateral and use of the
      income from the collateral;

   k. on belief, the Debtor is unlikely to be able to present a
      confirmable plan, and any further delay in liquidating the
      property will harm Lawson Bank, and the subordinate and
      unsecure creditors;

   l. Lawson Bank's interest would be irreparably harmed by
      continuation of the automatic stay, if the collateral
      continues to be used by Debtor and depreciated by Debtor
      without paying the monthly payments due to Creditor;

   m. the Debtor has materially defaulted with respect to payment
      of Creditor's secured claims and has caused unreasonable
      delay, which is prejudicial to Creditor. To remedy this
      delay to Creditor, and to avoid irreparable harm to Lawson
      Bank, an Order for Relief from the Automatic Stay should be
      granted to enable Creditor to foreclose on Creditor's
      security interest;

   n. without monthly payments, Lawson Bank will be required to
      re-classify the loan, which creates prejudice to the
      creditor. Once re-classified, the defaulted status of the
      loan will negatively impact the creditor for the remaining
      life of the loan;

   o. on information and belief, there is insufficient equity to
      adequately protect repayment of the debt;

   p. the collateral is not necessary for an effective
      reorganization.

In the alternative, Lawson Bank seeks adequate protection from the
Debtor in the form of the sums which have come due under the loan
agreements, curing the arrearage or failed payments, monthly
payments which are required under the terms of the loan documents
will adequately protect the Creditor for repayment of the loan and
use of its money, and for the use of the collateral after the
filing of this Motion, and to compensate Creditor for the interest
accruing on the debt and the depreciation of the collateral from
the Debtor's use.

                         Debtor Responds

On behalf of the Debtor, Frank Wendt, Esq., at Brown & Ruprecht
PC, in Kansas City, Missouri, reveals that the Clay County
Appraiser has appraised the value of Lawson Bank's collateral at
$1,168,093 as of January 1, 2011.  He adds that Lawson Bank also
obtained an appraisal from The Williams Group, dated November 26,
2003, which found that the total value of its collateral at that
time was $1,680,000.

Mr. Wendt tells the Court that after accounting for a portion of
vacant property which was previously sold, the present value of
the remaining collateral under that appraisal is in excess of
$1,100,000.  He further reveals that a recent sale of similar
property located in the area by the Debtor on January 22, 2009
supports a similar valuation of Lawson Bank's collateral.

"This sale shows the assumptions made in the 2003 appraisal remain
valid despite the intervening rise then fall in the economy," Mr.
Wendt says.

Accordingly, the Debtor asserts that Lawson Bank is not entitled
to adequate protection, as it enjoys a substantial equity cushion.

Mr. Wendt argues that the Property has substantial equity and is
necessary to an effective reorganization.  He contends that
granting the relief asked by Lawson Bank could substantially
impact unsecured creditors and junior lien holders and is not in
the best interests of the creditors and the estate.

Mr. Wendt also asserts that Lawson Bank should also be denied its
attorneys' fees for the filing of its request or amended request
as they were not filed in good faith, but rather in response to
the Debtor's plan proposal to extend the term of the loan for a
period of years and to adjust the interest to a market rate of
interest.

The Court has scheduled a hearing for July 20, 2011 at 10:30 a.m.
to consider Lawson Bank's request and the Debtor's response.

                     About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC 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.


QUINCY MEDICAL: Atty. Gen. Wants More Time to Review Sale
---------------------------------------------------------
Jessica M. Karmasek at Legal Newsline reports that Massachusetts
Attorney General Martha Coakley, in a court filing, said her
office needs more time to review a medical center's sale
procedures.

According to the report, Ms. Coakley, in her six-page motion filed
in U.S. Bankruptcy Court for the District of Massachusetts
Tuesday, said she opposes Quincy Medical Center Inc.'s motion for
approval of sale procedures.  The time frames and deadlines
proposed in the sale procedures motion, she said, may not permit
her office to satisfy its statutory obligations under Section
8A(d) of state code.

The report says the center's Interim Chief Executive Officer John
N. Kastanis said in a recent statement that the Chapter 11 filing
will allow Quincy to restructure its debt and reorganize its
operations, "providing our selected capital partner a predictable
and manageable process forward."

The attorney general argued that under state code her office is
required to consider "any factors that the attorney general deems
relevant," including, but not limited to whether:

  -- The proposed transaction complies with applicable general
     nonprofit and charities law;

  -- Due care was followed by the nonprofit entity;

  -- Conflict of interest was avoided by the nonprofit entity at
     all phases of decision making;

  -- Fair value will be received for the nonprofit assets; and

  -- The proposed transaction is in the public interest.

Ms. Coakley said she also is required to hold at least one public
hearing following at least 21 days advance notice by newspaper
publication.  In her court filing, the attorney general requests
the following:

  -- That the parties to the proposed sale transaction and the
     court take notice of potential issues that may arise as a
     result of any discrepancies between the time frames and
     deadlines proposed in the sale procedures motion and the
     statutory requirements of Section 8A(d);

  -- That any sale approval be contingent upon the court holding a
     hearing on the medical center's motion, with the attorney
     general's assent, concerning the attorney general's report
     and findings pursuant to Section 8A(d) with respect to the
     proposed sale;

  -- That the attorney general receive notice of all pleadings,
     orders, notices, motions, demands, requests, applications,
     objections, and other documents filed in these case; and

  -- That the court enter such other orders as may be just and
     proper.

According to the Patriot Ledger, under the sale agreement, either
Quincy or Stewart can terminate the agreement if all proceedings
are not finished by December.  Also, if the court dismisses the
case without approving the sale to Steward, the deal is off.

                       About Quincy Medical

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.


QUIZNOS CORP: Hires Lawyers, Bankers to Avert Covenant Default
--------------------------------------------------------------
Quiznos Corp. hired Paul Weiss Rifkind Wharton & Garrison LLP and
Moelis & Co. as lawyers and investment bankers to assist in
negotiating with lenders, Bloomberg News reported, citing a person
familiar with the matter who declined to be identified because it
isn't public.  The Denver-based company said in an e-mailed
statement to Bloomberg that it hired advisers to help "develop a
proper financial structure for the company."

Bloomberg News reported last month that Quiznos owners are
planning to invest about $50 million of equity to help the company
refinance debt and avoid a technical default later this year.  The
company is also working with Deutsche Bank AG to offer new debt in
conjunction with the equity.  Quiznos faces a debt covenant test
this year that it may fail if it doesn't receive new equity.

Quiznos Corp. operates the #2 sub sandwich chain (behind Subway),
with more than 4,500 franchised quick-service restaurants popular
for their made-to-order, oven-toasted sandwiches.  The company has
locations in more than 20 countries.  The chain has about 2,900
stores in the U.S. and 600 international locations.  Quiznos
started getting toasty in 1981 as a single Denver area restaurant.
Founder Rick Schaden and his family control the company with
backing from investment firms CCMP Capital and Cervantes Capital.


REAL MEX: Two Directors Resign from Board
-----------------------------------------
Clarence E. Terry, who represented a certain shareholder, has
resigned from Board of Directors of Real Mex Restaurants, Inc., in
order to accommodate the appointment of Scott King, a
representative of the same shareholder.  Also effective July 1,
2011, Craig S. Miller has resigned from the Company's Board of
Directors to pursue personal endeavors.  The Company has not yet
identified a replacement for Mr. Miller.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  The Company operated 183 restaurants as of
March 28, 2010, of which 152 were located in California and the
remainder were located in 12 other states, primarily under the
trade names El Torito Restaurant(R), Chevys Fresh Mex(R) and
Acapulco Mexican Restaurant Y Cantina(R).  In addition, the
Company franchised or licensed 34 restaurants in 12 states and two
foreign countries as of March 28, 2010.  The Company's other major
subsidiary, Real Mex Foods, Inc., provides internal production,
purchasing and distribution services for the restaurant operations
and also provides distribution services and manufactures specialty
products for sale to outside customers.

Real Mex carries a 'Caa2' Corporate Family Rating, and stable
Outlook from Moody's Investors Service.  At the end of August
2010, Moody's said the 'Caa2' CFR continues to reflect the
challenges Real Mex will face to reverse its revenue decline
primarily driven by the ongoing, albeit somewhat decelerated,
negative same store sales trend, in a very difficult operating
environment for casual dining concepts.  The rating also
incorporates the company's high financial leverage, poor interest
coverage and weak free cash flow generation.

As reported by the TCR on June 28, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Cypress, Calif.-
based Real Mex Restaurants Inc. to 'CCC' from 'B-'.  "The rating
actions reflect our view that operating performance will remain
weak in 2011, likely requiring the company to amend financial
covenants," said Standard & Poor's credit analyst Andy Sookram.

The Company reported a net loss of $17.78 million on $227.91
million of total revenues for the six months ended Dec. 26, 2010,
compared with a net loss of $49.59 million on $500.60 million of
total revenues for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at March 27, 2011, showed $276.64
million in total assets, $255.35 million in total liabilities and
$21.29 million in total stockholders' equity.


REAL MEX: S&P Keeps 'CCC' Corp. Credit Rating; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Cypress Calif.-based Real Mex Restaurant Inc.'s (CCC/Negative/--)
senior secured notes to '4' from '3'. The '4' recovery rating
indicates average (30%-50%) recovery in the event of a default
scenario. The 'CCC' issue-level rating on the notes (the same as
the corporate credit rating) is unchanged.

The recovery rating revision reflects continued difficult market
conditions and a decline in operating performance that results in
lower enterprise value and recovery prospects for lenders.

Ratings List

Real Mex Restaurants Inc.
Corporate Credit Rating            CCC/Negative/--

Rating Unchanged; Recovery Rating Revised
                                    To               From
Real Mex Restaurants Inc.
Senior Secured                     CCC              CCC
   Recovery Rating                  4                3


REITTER CORP: Amended Plan Outline Filing Extended Until Aug. 31
----------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico extended until Aug. 31, 2011,
Reitter Corporation's time to file its amended disclosure
statement.

The Court has also rescheduled to Sept. 27, at 2:30 p.m., the
hearing to consider adequacy of the disclosure statement.

In its request for an extension, the Debtor related that after the
appointment of CPA Carrasquillo, he and his team have conducted a
comprehensive analysis of Debtor's operations and its proposed
plan of reorganization. However, more time is needed in order to
complete its analysis insofar as a thorough reconciliation of all
claims have to be completed to establish the feasibility of the
proposed plan.  As such, CPA Carrasquillo has advised the Debtor
that the feasibility report will be concluded on or before Aug.
15, 2011.

The Debtor added that it has obtained the consent of the IRS and
Banco Popular for the use of the cash collateral through Aug. 31.

As reported in the Troubled Company Reporter on March 18, the
Debtor filed with the Court a proposed Chapter 11 plan and a
disclosure statement explaining the plan.  Under the plan, Reitter
proposed to make payments to its creditors which primarily consist
of:

  (i) payment of all administrative expenses on the later of the
      effective date of the plan and the date those claims become
      allowed;

(ii) monthly payment of 100% of all allowed priority tax claims
      to be made within the sixth year of the date of assessment
      of each particular claim;

(iii) payment of 100% of all claims from holders of executory
      contracts that are being assumed by Reitter;

(iv) payment of approximately 2.8% of allowed unsecured claims
      in 60 monthly payments to begin 30 days after the effective
      date of the plan;

Reitter will also continue to pay its secured creditor, Banco
Popular, under an agreed upon payment scheme.

The effective date of the proposed plan will be 120 days after an
order confirming the plan is final and unappealable.

                    About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation dba Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010.  In its schedules, the Debtor disclosed
$20,440,765 in total assets and $17,250,033 in total debts.
Alexis Fuentes-Hernandez, Esq., in San Juan, P.R., represents the
Debtor as counsel.


REYNOLDS GROUP: Moody's Confirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed the B2 corporate family rating
and negative outlook of Reynolds Group Holdings Limited and
concluded the review initiated on June 17 following Reynolds
announcement that it had signed a definitive merger agreement to
acquire Graham. Moody's also assigned provisional ratings to the
proposed acquisition financing. Moody's assigned a provisional
P(Ba3) ratings to the U.S. $2,000 million senior secured Term Loan
due 2018 and US $1,500 million senior secured notes due 2018
proposed by RGHL and certain of its subsidiaries. Moreover,
Moody's also assigned a provisional P(Caa1) rating to the U.S.
$500 million senior unsecured notes due 2019 proposed by RGHL and
certain of its subsidiaries. If the transaction closes as
proposed, the existing Graham Packaging Company L.P. ("Graham")
senior unsecured notes, US$250 million due 2017 and US$250 million
due 2018, will be confirmed at Caa1. Moreover, the existing Graham
US$375 million subordinated notes due 2014 will also be confirmed
at Caa1 and the B2 corporate family rating and review for
downgrade will be withdrawn. Ratings of RGHL's existing debt
issues are not expected to change, but LGD rates of existing debt
issues will likely change once the new debt has been issued and
definitive ratings have been assigned.

Moody's issues provisional ratings in advance of the final sale of
securities and these reflect the rating agency's credit opinion
regarding the transaction only. Upon the finalization of the
transaction, Moody's will endeavor to assign definitive ratings to
the instruments mentioned above. A definitive rating may differ
from a provisional rating.

RGHL intends to finance the acquisition of Graham and associated
transaction costs with a combination of approximately U.S.$2.0
billion of senior secured term loans pursuant to an amendment to
its existing credit agreement, approximately U.S.$2.0 billion of
new senior indebtedness (currently anticipated to consist of
U.S.$1.5 billion of secured and U.S.$500 million of unsecured
senior indebtedness) and available cash. RGHL expects to realize
approximately U.S.$75 million of operational cost savings as a
result of the combination. The synergies will be achieved
primarily through reductions in administrative expenses,
procurement savings and logistical efficiencies. The proposed
financing structure will not require any amendments to the
covenants in the indentures governing Graham's outstanding notes.
There can be no assurance that the proposed amendment to RGHL 's
existing credit agreement will be achieved. RGHL also confirmed
that any Graham debt that remains outstanding following the
acquisition of Graham is not expected to benefit from guarantees
or security from RGHL and its subsidiaries.

In addition, Graham's wholly-owned subsidiaries Graham Packaging
Company, L.P. and GPC Capital Corp. I commenced tender offers and
consent solicitations with respect to any and all of their
outstanding 9.875% Senior Subordinated Notes due October 7, 2014,
8.25% Senior Notes due January 1, 2017, and 8.25% Senior Notes due
October 1, 2018 (at a price of 102 which includes a one point
early tender premium and one and a half points for a related
consent fee). Graham is seeking consents that would make RGHL and
its affiliates a permitted holder.

Under the proposed pro-forma corporate structure, Graham would be
a subsidiary of RGHL, but would not guarantee or provide security
for any RGHL debt. Any Graham debt left outstanding would also not
be guaranteed by RGHL. RGHL would issue Graham a US$2,000 million
senior secured intercompany loan due 2018 which would be secured
by substantially all of Graham's assets up to the outstanding
amount of the note. The interest rate for the loan is to be
determined and the annual amortization is expected to be $200
million (the note is also expected to have an excess cash flow
sweep). The loan is not expected to contain cross default or cross
acceleration provisions. The proceeds of the loan are expected to
be used to pay down Graham's existing term loans.

Moody's took these rating actions:

Reynolds Group Holdings Limited

- Confirmed B2 CFR

- Confirmed B2 PDR

The ratings outlook is negative

Reynolds Group Holdings Inc

- Assigned provisional Ba3 (LGD 2, 27%) to US $2,000M Sr. Sec.
  Term Loan due 2018

Reynolds Consumer Products Holdings Inc.

- Confirmed Ba3 (LGD 2, 24%) EUR 80.00M Sr. Sec. Revolving Credit
  Facility due 11/5/2014

- Confirmed Ba3 (LGD 2, 24%) US $120.00M Sr. Sec. Revolving Credit
  Facility due 11/5/2014

- Confirmed Ba3 (LGD 2, 24%) US $2,325.00M Sr Sec Term Loan E in
  2018

- Confirmed Ba3 (LGD 2, 24%) EUR 250.00M Sr Sec Term Loan E in
  2018

Reynolds Group Issuer (Luxembourg) S.A., Reynolds Group Issuer
Inc.

- Assigned provisional Ba3 (LGD 2, 27%) US $1500M Senior Secured
  Notes due 2019

- Assigned provisional Caa1 (LGD 5, 78%) US $500M Senior Unsecured
  Notes due 2019

- Confirmed Ba3 (LGD 5, 24%) US $1125.00M 7.750% Senior Secured
  Global Notes due 10/15/2016

- Confirmed Ba3 (LGD 5, 24%) EUR 450.00M 7.750% Senior Secured
  Global Notes due 10/15/2016

- Confirmed Ba3 (LGD 5, 24%) US $1,500.00M 7.125% Senior Secured
  Global Notes due 04/15/2019

- Confirmed Ba3 (LGD 5, 24%) US $1,000.00M 6.875% Senior Secured
  Global Notes due 02/15/2021

- Confirmed Caa1 (LGD 5, 77%) US $1,000.00M 8.500% Global Bonds
  due 05/15/2018

- Confirmed Caa1 (LGD 5, 77%) US $1,500.00M 9.000% Senior Global
  Notes due 04/15/2019

- Confirmed Caa1 (LGD 5, 77%) US $1,000.00M 8.250% Global Notes
  due 02/15/2021

Beverage Packaging Holdings (Lux) II S.A.

- Confirmed Caa1 (LGD 5, 77%) EUR 480.00M 8.000% Global Notes due
  12/15/2016

- Confirmed Caa1 (LGD 6, 96%) EUR 420.00M 9.500% Sr. Sub. Global
  Notes due 06/15/2017

Pactiv Corporation

- Confirmed Caa1 (LGD 6, 93%) US $250.00M 5.875% Notes due
  07/15/2012

- Confirmed Caa1 (LGD 6, 93%) US $300.00M 8.125% Bonds due
  06/15/2017

- Confirmed Caa1 (LGD 6, 93%) US $250.00M 6.400% Notes due
  01/15/2018

- Confirmed Caa1 (LGD 6, 93%) US $276.79M 7.950% Bonds due
  12/15/2025

- Confirmed Caa1 (LGD 6, 93%) US $200.00M 8.375% Notes due
  04/15/2027

The ratings are subject to the receipt and review of the final
documentation.

RATINGS RATIONALE

The confirmation of the B2 corporate family rating and negative
outlook reflects RGHL's weak pro-forma credit metrics, integration
risk and limited operating history for the combined entity. The
rating and outlook also reflect the company's lengthy raw material
cost pass-through provisions, concentration of sales within
certain segments and financial aggressiveness. Additionally, the
company has a complex capital and organizational structure and is
owned by a single entity. Pro-forma leverage and debt to revenue
are high at over 6.5 times and 100% respectively (excluding
synergies and including Moody's standard adjustments) leaving the
company little room within the rating category for negative
operating or integration variance. Additionally, pro-forma EBIT to
interest coverage is approximately 1 time and the company has a
significant percentage of variable rate debt. RGHL is still
integrating a large acquisition (Pactiv in November 2010) and
several smaller acquisitions. The company has only been operating
as a combined entity since 2007 and over 50% of pro-forma revenues
are from business which were acquired less than one year ago.

Strengths in the company's profile include anticipated positive
free cash generation and management's commitment to dedicate all
free cash flow to debt reduction over the intermediate term and
refrain from further significant acquisition activity. Strengths
in the company's profile also include its strong brands and market
positions in certain segments, scale and blue-chip customer base.
Despite the anticipated significant increase in interest and other
expenses, RGHL is anticipated to continue to generate some level
of free cash flow which management has pledged will be applied to
debt reduction. Synergies from Pactiv, Graham and Dopaco (recently
acquired) are expected to help bolster free cash generation. The
company has strong brands and market positions in certain segments
and the blue-chip customer base that comes with that position.
Scale, as measured by revenue, is significant for the industry and
helps RGHL lower its raw material costs. RGHL is also expected to
have good pro-forma liquidity including ample cushion under its
financial covenants following the proposed credit facility
amendment.The principal methodology used in rating Reynolds Group
Holdings Limited and Graham Packaging Company L.P. was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology, published June 2009. Other methodologies
used include Loss Given Default for Speculative Grade Issuers in
the US, Canada, and EMEA, published June 2009.

WHAT COULD CHANGE THE RATINGS-DOWN

The ratings could be downgraded if the company fails to improve
credit metrics on a sustainable basis, undertakes further
significant acquisitions and/or continues its aggressive financial
policies. The ratings could also be downgraded if there is a
deterioration in the operating and competitive environment and/or
the company fails to maintain adequate liquidity including ample
cushion under financial covenants . Specifically, the ratings
could be downgraded if debt to EBITDA remained above 6 times, EBIT
to interest expense declined below 1.5 times, free cash flow to
debt declined below the low single digits, and/or the EBIT margin
decreased to below the high single digits.

WHAT COULD CHANGE THE RATINGS-UP

The rating could be stabilized if the company sustainably improves
its credit metrics within the context of a stable operating and
competitive environment, maintains adequate liquidity including
ample cushion under financial covenants and pursues less
aggressive financial policies. Specifically, RGHL would need to
improve debt to EBITDA to below 6 times, EBIT to interest expense
to at least 1.5 times and free cash flow to debt to the mid single
digits while maintaining the EBIT margin in the high single
digits.


RIO RANCHO: Has Stipulation for Cash Collateral Until July 31
-------------------------------------------------------------
Rio Rancho Super Mall, LLC, and Wilshire State Bank have entered
into a third stipulation authorizing the Debtor to use cash
collateral through July 31, 2011, to make payments for post-
petition operating expenses, in accordance with an amended budget.
Debtor may not exceed in any period any budgeted line item in
excess of 15% without prior written consent of WSB.

As adequate protection, the Debtor will, among others, make
monthly payments of $35,000 to the Debtor.  WSB is also granted a
replacement lien upon all of the Debtor's post-petition
collateral.  To the extent that the adequate protection is
insufficient, WSB will also have a superpriority administrative
expense claim.

A copy of the Third Stipulation allowing the use of cash
collateral is available at:

     http://bankrupt.com/misc/riorancho.3rdccstipulastion.pdf

WSB and the Debtor had previously entered into a Second
Stipulation authorizing the Debtor to use cash collateral through
June 30, 2011, which was approved by the Court on June 10, 2011.

As of the Petition Date, WSB was owed $9,812,503.4f in principal
amount, plus accrued interest of $172,889.89, and late charges of
$10,000.

Counsel for WSB may be reached at:

     John H. Choi, Esq.
     KIM, PARK, CHOI & YI
     3435 Wilshire Blvd., Suite 1720
     Los Angeles, CA 90010-2003

Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011.  Thomas E. Kent,
Esq., who has an office in Los Angeles, California, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $7,691,584 in
assets and $12,253,866 in debts as of the Chapter 11 filing.


RIO RANCHO: Agrees to Lift Stay for Wilshire Bank to Pursue Suit
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation between Rio Rancho Super Mall LLC and
Wilshire State Bank, resolving the bank's motion for relief from
the automatic stay.

The Bank will be granted relief from the automatic stay to
prosecute the action in the Riverside County Superior Court
initiated by the filing of a complaint on February 28, 2011, to
completion and judgment as to all defendants in the Action.

The Bank however will have the right to file and serve amended
pleadings in the Action naming the Debtor as a defendant.  The
Bank may seek further relief from the automatic stay to prosecute
the Action against the Debtor and its estate.

Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011.  Thomas E. Kent,
Esq., who has an office in Los Angeles, California, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $7,691,584 in
assets and $12,253,866 in debts as of the Chapter 11 filing.


RIVER EAST: Bankruptcy Case Now Assigned to Judge Eugene R. Wedoff
------------------------------------------------------------------
Chief Judge Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois has transferred the Chapter 11 case
of River East Plaza, LLC, to Judge Eugene R. Wedoff.

The case was previously assigned to Judge Bruce W. Black.

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-05141) on
Feb. 10, 2011.  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $19,410,255 in assets and $45,268,651 in liabilities as
of the Chapter 11 filing.


RIVER EAST: Amends Plan to Change Secured Lender's Treatment
------------------------------------------------------------
River East Plaza, LLC, and its plan proponents Geneva Leasing
Associates, Inc. and Geneva Investment Management Services, Inc.,
further amended the plan of reorganization and its accompanying
disclosure statement.

The Second Amended Plan, according to papers filed with the court,
is required only because LNV Corporation, as lender, on June 14,
2011, made its election pursuant to Section 1111(b)(2) of the
Bankruptcy Code, electing to have all of its claims treated as
though they were secured claims as permitted under Section
1111(b)(2).  As a result of Lender's 1111(b)(2) Election, the
Allowed Class 2 Claims of Lender are unimpaired and therefore
Lender is deemed to accept the Plan pursuant to Section 1126(f).

The Second Amended Plan does not alter or revise the treatment of
any Creditors other than the Lender as compared to the immediately
preceding iteration of the Plan filed with the Court, according to
the Debtor's counsel, Daryl L. Diesing, Esq., at Whyte Hirschboeck
Dudek S.C., in Milwaukee, Wisconsin.

Specifically, the Lender's Class 2 Claim will be treated as:

   (a) Lender's 1111(b)(2) Treatment. Unless the Lender chooses
       "Consensual Treatment," the Lender's Claims will be
       treated as:

         (i) Lender's Primary 1111(b)(2) Treatment.  As of the
             Effective Date, an amount equal to the value of the
             development commonly known as River East Plaza
             located at 401-465 East Illinois Street, in Chicago,
             Illinois, subject to the Lender's Secured Claims,
             minus the "Reserve" will be invested by the Debtor in
             a treasury bond elected by the Lender as the
             collateral for the Lender's Replacement Lien and the
             sole source of payment for the Lender's Class 2
             Claims, other than the Lender's Supplemental
             1111(b)(2) Treatment.  All interest and principal
             payments arising from the Treasury Bond will be
             payable to Lender until the Holder of the Class 2
             Claim has received, in no more than 30 years,
             deferred cash payments totaling at least the full
             amount of the Class 2 Claimant's Allowed Secured
             Claim, of a value, as of the Effective Date, of the
             Lien that secures the Secured Claim.  The Debtor will
             permit the Lender to select from at least two kinds
             of Treasury Bond, one of which will be a zero coupon
             bond bearing an imputed interest rate and another of
             which will be a 30-year Treasury note which will
             include a stream of interest payments made at stated
             intervals.

        (ii) Lender's Supplemental 1111(b)(2) Treatment.  To the
             extent that the Secured Claims Reserve Account is
             determined to contain funds in excess of those
             needed to pay Allowed Senior Mechanics Lien Claims
             and Allowed Other Secured Claims, the Lender will be
             entitled to receive the excess amounts from the
             Secured Claims Reserve Account plus per annum
             interest from the Effective Date through the date
             that a supplemental payment of any excess amount is
             paid, with the applicable interest rate to be the
             per annum rate set forth in the Treasury Bond
             elected by the Lender.  The Supplemental Payments
             will be made promptly when and as each Mechanics
             Lien Claim or Other Secured Claim is determined to
             be Allowed pursuant to a Final Order.  To any extent
             that the Secured Claims Reserve Account does not
             contain sufficient funds to make all of the required
             Supplemental Payments, shortfall will be paid from
             the Lender's Deficiency Claim Set-Aside Account.

The "Reserve" will mean an amount equal to: (i) the amount to be
deposited in the Secured Claims Reserve Account, which amount will
be equal to 150% of the amount of all Mechanics Lien Claims and
the amount of all Other Secured Claims; and (ii) all unpaid real
estate taxes on the Project accrued prepetition.

Conversely, if the Reserve is insufficient to fund Distributions
for all Allowed Class 3 Senior Mechanics Lien Claims, Allowed
Class 4 Other Secured Claims and all Allowed Claims for unpaid
real estate taxes on the Project accrued prepetition, then the
Reorganized Debtor may fund the Distributions from the Lender's
Deficiency Claim Set-Aside Account.  The Reorganized Debtor will
use the Clawback Payment to replenish the Reserve and complete the
required Distributions to the Holders of the Allowed Claims
entitled to be paid from the Reserve pursuant to the Plan.

   (b) Consensual Treatment.  In lieu of the 1111(b)(2) treatment,
       the Lender may elect to accept this treatment and to not
       object to confirmation of this Plan:

         (i) The Lender will be paid on the Effective Date
             $13,500,000, representing $12,500,000 as the value of
             its collateral, plus an additional $1,000,000
             settlement payment; and

        (ii) The Lender will receive 50% of the Supplemental
             Payments.  The Lender will elect Consensual Treatment
             by providing written notice thereof to the Debtor and
             Geneva and filing the notice with the Court not later
             than June 30, 2011.

   (c) Satisfaction of Liens.  On the Effective Date, all of the
       Lender's Liens on and interests in the Debtor's assets will
       be released and satisfied in exchange for the treatment
       granted to the Lender under the 1111(b)(2) and consensual
       treatment.  On the Effective Date, the Lender will provide
       a satisfaction of mortgage and other documents necessary or
       appropriate to satisfy and release the Lender's mortgage on
       the Project and all of the pre-Effective Date Liens of the
       Lender and the Debtor's assets, other than the Lender's
       rights under the Plan.

   (d) Payment of Lender's Superpriority Claim.  Irrespective of
       whether Lender is afforded Lender's 1111(b)(2) Treatment or
       chooses Consensual Treatment, upon the entry of the
       Confirmation Order, the Debtor will pay to the Lender the
       amount of its superpriority Claim based on the funds in an
       amount up to $185,000 advanced by the Lender to fund
       certain expenses of the Project and interest payable
       thereon, pursuant to the Court's order entered on June 23,
       2011.

The Geneva Entities are represented by:

         Forrest B. Lammiman, Esq.
         David L. Kane, Esq.
         MELTZER, PURTILL & STELLE LLC
         300 South Wacker Drive, Suite 3500
         Chicago, IL 60606
         Tel: (312) 987-9900
         Fax: (312) 987-9854

The Lender is represented by:

         Nicholas M. Miller, Esq.
         NEAL GERBER & EISENBERG LLP
         2 North LaSalle Street, Suite 1700
         Chicago, IL 60602

A full-text copy of the Second Amended Plan, dated June 23, 2011,
is available for free at http://ResearchArchives.com/t/s?766f

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-05141) on
Feb. 10, 2011.  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


RIVER ROAD: Wants PSAV's Continued Audiovisual Services Until 2016
------------------------------------------------------------------
River Road Hotel Partners, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Illinois to approve a stipulation
assuming the service contract.

The stipulation was entered among Amalgamated Bank, as trustee of
Longview Ultra Construction Loan Investment Fund, formerly known
as Longview Ultra I Construction Loan Investment fund, in its
capacity as administrative agent for itself and its co-lender U.S.
Bank National Association, successor-in-interest to the Federal
Deposit Insurance Corporation as receiver for San Diego national
Bank, San Diego, California, and Audio Visual services Group,
Inc., doing business as PSAV.

The Debtor and PSAV are parties to certain service agreement for
audiovisual services.

Pursuant to the agreement, upon the effective date:

   -- PSAV's mechanic lien claim will be deemed an allowed senior
      mechanics claim in the amount of $54,262;

   -- the agreement will be deemed amended to make its expiration
      date July 13, 2016, and assumed and assigned to the plan
      transferee;

   -- PSAV will (i) deliver to the plan proponents a full and
      immediate release of the mechanics lien in recordable form;
      and (ii) file a motion to dismiss any related litigation
      with prejudice.

                 About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.


RIVER ROAD: Has Approval to Use Cash Collateral Until Oct. 12
-------------------------------------------------------------
Judge Bruce W. Black of the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, authorized River Road
Hotel Partners, LLC, to use the cash collateral securing its
prepetition indebtedness until Oct. 12, 2011.

The cash collateral will be used to pay operating expenses of the
hotel, including the hotel's employees, postpetition vendors,
insurance, taxes and bankruptcy-related expenses, and in
accordance with a budget.

A further hearing on the Debtor's use of cash collateral will be
held on Oct. 12, 2011, at 10:30 a.m.  Objections to the Debtor's
further use of cash collateral must be filed on or before Oct. 7,
2011.

A full-text copy of the Cash Collateral Order with the budget is
available for free at http://ResearchArchives.com/t/s?7672

                About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.


ROBB & STUCKY: Seeks Approval of Bank of America Settlement
-----------------------------------------------------------
Robb & Stucky Limited LLLP seeks approval of a Settlement and
Release Agreement with Bank of America, N.A., Business Capital
Division, in its capacity as revolving lender to the Debtor.

As of the Petition Date, the Debtor was indebted to Lender in the
amount of $20,024,787, plus certain then unmatured contingent
obligations in the approximate amount of $150,000 relating to two
unexpired letters of credit.

Through negotiations between the Debtor and Lender, the Agreement
has been reached, subject to this Court's approval, pursuant to
which the parties seek to resolve and allow the claims of Lender.
The Agreement provides:

     a. The Pre-Petition Lender Claims will be finally allowed as
        fully secured claims and will not be subject to objection,
        avoidance, reconsideration, setoff, surcharge, recoupment,
        subordination, recharacterization, disgorgement, or other
        challenge of any kind by the Debtor, the Committee or any
        creditor or party in interest in the Bankruptcy Case.

     b. Lender's claims arising under the DIP Loan Agreement and
        the Financing Order will be finally allowed as fully
        secured claims and shall not be subject to objection,
        avoidance, reconsideration, setoff, surcharge, recoupment,
        subordination, recharacterization, disgorgement, or other
        challenge of any kind by the Debtor, the Committee or any
        creditor or party in interest.

     c. The Debtor ratifies, acknowledges and consents to the
        Application of Proceeds and agrees that the Application
        of Proceeds was appropriate and authorized and will not be
        subject to objection, avoidance, reconsideration, setoff,
        surcharge, recoupment, subordination, refund,
        disgorgement, or other challenge of any kind.

     d. Lender will be entitled to segregate proceeds of the Sale
        in an aggregate amount equal to $652,070.10, which
        consists of $105,000 on account of the Remaining LC,
        $509,750 on account of treasury management obligations and
        exposure in respect of the Debtor's bank accounts
        maintained by Lender, and as an estimate of Lender's
        unpaid attorneys' fees and legal expenses that have
        accrued and may accrue in the future, plus $105,000 on
        account of the Remaining LC.

     e. In addition to the Lender Reserve, will continue to hold
        $157,400 as the "Garnishment Reserve Funds."

     f. To induce Lender to enter into the Agreement, each Estate
        Party representatives, officers, directors, members,
        successors and assigns and anyone claiming on behalf of,
        under or through the Debtor or the Estate, releases,
        acquits and forever discharges each Releasee from any and
        all Claims that any Estate Party has or ever has had
        against Lender in any capacity or the officers, directors,
        employees, agents, attorneys, representatives, and members
        of Lender based upon any act or failure to act, or any
        transaction entered into or concluded, on or before the
        date of the Agreement, or other facts now in existence, in
        each case whether such events, transactions or facts are
        known or unknown.

     g. After the Approval Order has been entered by the
        Bankruptcy Court and has become a Final Order, the
        remaining funds of the Debtor in bank accounts at Bank
        of America, N.A., may be maintained by the Debtor in such
        bank accounts subject to compliance with the applicable
        deposit account agreements and other documents governing
        such accounts.

The Debtor believes that the expense, inconvenience and delay that
would be caused by litigating Lender's claims, and the uncertainty
of the prevailing on the merits in light of Lender's defenses,
would not be in the best interests of the estate.  Therefore, it
is the belief of the Debtor that settlement of the Lender's claims
would be in the best interests of the estate.  Additionally, the
Debtor is mindful of the additional administrative expenses that
will be incurred in the event the Agreement is not approved.

                   North American Bankard Objects

North American Bankard, LLC, objects to the Settlement Agreement
and Release Agreement between the Debtor and Bank of America N.A.

Under the Settlement Motion, the Debtor seeks approval to grant
BofA an exceptionally broad release that would have the effect of
barring all claims that the Debtor has ever had against BofA
through the date of Settlement and Release Agreement.  However,
those very same claims were surrendered by the Debtor under the
terms of the DIP Financing Order. Accordingly, the net effect of
the Settlement Motion is a "release" of claims against BofA which
have already been extinguished and can never be brought by the
Debtor.

The Settlement Motion is entirely devoid of any description of
the alleged controversy being compromised by the Settlement and
Release Agreement. Rather, what they seek is tantamount to a
"comfort order," having no legitimate purpose or meaningful effect
on this bankruptcy case.  Thus, in the absence of a real and
substantial controversy between the Debtor and BofA, the
Settlement Motion should be denied.

North American Bankard is represented by:

         Scott L. Baena
         BILZIN SUMBERG BAENA PRICE & AXELROD LLP
         1450 Brickell Avenue, Suite 2300
         Miami, Florida 33131-3456
         Tel: (305) 374-7580
         E-mail: sbaena@bilzin.com

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.

Donald F. Walton, U.S. Trustee for Region 21, appointed the
Official Committee of Unsecured Creditors in the Debtor's case.
The Committee tapped Cooley LLP as its lead counsel; Broad and
Cassel as its local bankruptcy counsel; and BDO USA LLP as its
financial advisor.


ROBB & STUCKY: CIRS Wants Additional Adequate Protection
--------------------------------------------------------
CIRS Financing LLC and CIRS Management LLC ask the U.S. Bankruptcy
Court for the Middle District of Florida for adequate protection
pursuant to Section 363 of the Banktuptcy Code.

The Collier Lenders are properly perfected secured lenders of Robb
& Stucky Limited LLLP and are owed in excess of $14.6 million.
Since the commencement of the Debtor's Chapter 11 case on February
18, 2011, the Debtor has been liquidating its estate.

On March 9, 2011, the Court approved the sale of substantially all
of the Debtor's assets to Hudson Capital Partners LLC and
HYPERARMS LLC for approximately $30.9 million pursuant to a "going
out of business" agency agreement.  The proceeds of the sale were
sufficient to pay in full all debts owing to Bank of America,
N.A., in its capacities as the Debtor's prepetition first lien
lender.

Matthew C. Brown, Esq., at White & Case LLP, in Miami, Florida,
says, however that after accounting for the expenses of
liquidating the Debtor's estate through the use of the Collier
Lenders' cash collateral, the Collier Lenders will not be paid in
full.  He notes that under the terms of the Interim DIP Orders,
the Collier Lenders were only granted replacement liens that
attached to the exact same assets that the Collier Lenders already
had security over under their prepetition collateral package.

"Thus, these replacement liens provide no adequate protection at
all to the Collier Lenders," Mr. Brown contends.

On March 9, 2011, in response to the lack of adequate protection,
the Collier Lenders filed a request for adequate protection.  Both
the Official Committee of Unsecured Creditors and the Debtor
argued that the request was premature since BofA had not yet been
paid in full.  At the conclusion of the hearing on the Initial
Adequate Protection Request, the Court denied the request without
prejudice.  The Final DIP Order fully preserves the Collier
Lenders' rights to reassert a request for adequate protection, as
of the Petition Date.

On June 22, 2011, the Debtor filed a motion to approve a
settlement agreement with BofA pursuant to which the parties
agreed that all claims and obligations of BofA under the DIP
Agreement and the Final DIP Order DIP had been satisfied in full,
thereby effectively terminating BofA's role in the Chapter 11
case.

Mr. Brown points out that as a result of BofA's agreement that it
has been paid in full and under the terms of the Final DIP Order,
the Debtor's use of cash collateral is now subject to the consent
and approval of the Collier Lenders.  Accordingly, the request for
adequate protection in connection with the Debtor's use of cash
collateral is now unquestionably ripe, he asserts.

In addition, Mr. Brown relates that the Debtor is currently
operating under a 26-week budget approved by BofA.  The Budget
reflects substantial expenditures relating to the wind down of the
Debtor's operations that are being funded through the use of the
Collier Lenders' cash collateral.

Given the direct impact that the expenditures under the Budget
have had on the diminution of the Collier Lenders' cash
collateral, and the fact that the Collier Lenders are expected to
receive significantly less than full payment of their claims, it
is without doubt that the Initial Replacement Liens under the
Final DIP Order fail to provide the Collier Lenders with adequate
protection for the Debtor's use of their cash collateral, Mr.
Brown contends.

                       About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.

Donald F. Walton, U.S. Trustee for Region 21, appointed the
Official Committee of Unsecured Creditors in the Debtor's case.
The Committee tapped Cooley LLP as its lead counsel; Broad and
Cassel as its local bankruptcy counsel; and BDO USA LLP as its
financial advisor.


ROSSCO HOLDINGS: Plan Filing Period Further Extended to Sept. 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the motion of Rossco Holdings, Inc., to further
extending its exclusive periods to file a plan and to solicit
acceptances of that plan through and including Sept. 30, 2011, and
Oct. 31, 2011, respectively.

                      About Rossco Holdings

College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection (Bankr. W.D. Tex. Case No. 10-60953) on Aug.
2, 2010.  The new California Case No. of Rossco Holdings is LA10-
55951BB.  David J Richardson, Esq., and Laura L Buchanan, Esq., at
The Creditors' Law Group, represent the Debtor.  The Debtor
disclosed $28,415,681 in assets and $10,567,302 in liabilities as
of the Petition Date.

Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.


ROUND TABLE: Wants to Use Cash Collateral to Pay Professional Fees
------------------------------------------------------------------
The Hon. Roger Efremsky of the U.S. Bankruptcy Court for the
Northern District of California will convene a hearing on July 13,
2011, at 2:00 p.m. to consider Round Table Pizza Inc., et al.'s
request to use the cash collateral.  Oppositions may be filed
until the hearing.

The Debtors will use the cash collateral to:

   a) fund the amounts as the Court may award and authorize to
      be paid in connection with the fee applications set for
      hearing on July 13, 2011; and

   b) to fund professional fees consistent with the Court's
      Knudsen order.

The Debtors' motion for authorization, is brought out of an
abundance of caution and in response to comments made by GECC /
Prudential to the effect that since professional fees are not
incorporated in the cash collateral budget, none may be paid.

The Debtors submit that no further adequate protection is required
to protect GECC/Prudential's interests, and that the Debtor must
be authorized to use cash collateral to fund the professional fees
as the Court authorizes.

As presented in the Debtors' prior pleadings respecting cash
collateral, the law contemplates restricting the Debtor's free use
of cash only to the extent necessary to provide adequate
protection for GECC/Prudential's interests.

The Debtors had demonstrated that GECC/Prudential enjoys a very
substantial equity cushion, eliminating any need for the provision
of adequate protection.  In addition, rather than having its
interest imperiled by the bankruptcy process - thereby potentially
giving rise to a right to adequate protection - GECC/Prudential's
interest has been enhanced by the bankruptcy process through store
closings and other initiatives.

The Debtors note that after the commencement of the case, their
EBITDA has increased by many millions of dollars and its cash on
hand has increased to more than $6 million.

                      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 an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member 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.

First Bankers Trust Services, Inc., appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP counsel


ROUND TABLE: First Bankers Appointed as Sole Trustee for ESOP
-------------------------------------------------------------
The Hon. Roger Efremsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Round Table Pizza Inc.,
et al., to:

   a. appoint First Bankers Trust Services, Inc., as the sole
      discretionary, independent, and institutional trustee of the
      Round Table Restated Employee Stock Ownership Plan and Trust
      and acknowledges that FBTS's sole and exclusive
      responsibility will be to the ESOP, its participants and
      beneficiaries, notwithstanding that its fees and expenses,
      including its professionals fees and expenses, are paid by
      the Debtor;

   b. amend the ESOP's plan document and adopt the new Trust
      Agreement for the ESOP as requested in the motion and in the
      form attached hereto as Exhibit A;

   c. enter into the engagement agreement with FBTS submitted to
      the Court and in the form attached hereto as Exhibit B;

   d. pay FBTS's yearly fee of $100,000 to serve as the sole
      discretionary, independent, and institutional Trustee for
      the ESOP, with the first such payment made within 30 days of
      this order;

The decisions made by the ESOP fiduciaries with respect to the
administration of the ESOP continue to be governed by the Employee
Retirement Income Security Act of 1974.

A full-text copy of the order and exhibits A and B are available
for free at:

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

As reported in the Troubled Company Reporter on June 6, 2011, the
Debtor related that ESOP is designed and intended as a benefit for
Round Table's eligible employees and their beneficiaries.  The
ESOP participants and beneficiaries are beneficial owners of Round
Table and the ESOP Trust is the legal owner of Round Table.
GreatBanc Trust Company is the directed trustee of the ESOP;
however, it has the responsibility under the Employee Retirement
Income Security Act of 1974, as amended, to refrain from following
the directions of the ESOP Administrative Committee if they are
not proper under ERISA.

According to the Debtors, as a realistic matter, adequate
representation can be afforded the ESOP participants and
beneficiaries only if the expenses of the ESOP trustee and the
ESOP's professionals are afforded administrative expense priority.
The Debtors added that a formal equity committee could be
established, but Round Table believed it more appropriate simply
and directly to grant the reasonable fees and costs of the ESOP
Trustee and the ESOP's professionals administrative claim status.

All of Round Table's capital stock is legally owned by the ESOP
and the only person authorized to act on behalf of the ESOP - that
is, the only equity holder - is the ESOP Trustee.  The ESOP
participants and beneficiaries simply have no legal ownership
interest in the Round Table capital stock - they are beneficial
owners of the stock.

The TCR reported that Johanson Berenson LLP serves as an ESOP
counsel.

Johanson Berenson will advice Round Table's Employee Stock Option
Plan to ensure that it appropriately addresses its duties.  The
ESOP has been Round Table's principal shareholder since the 1990s,
and has been its sole shareholder for more than a decade.  The
ESOP is an independent appraiser valued Round Table at $45 million
approximately one year ago.

                      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 an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member 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.


ROUND TABLE: Wants Examiner Appointed to Probe Plan Feasibility
---------------------------------------------------------------
Round Table Pizza Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to appoint a
limited purpose examiner to investigate and report to the Court
and the parties on two issues.

The limited purpose examiner will evaluate and submit a report
respecting:

   -- the financial feasibility of the June 9th Plan of
      Reorganization; and

   -- whether the management compensation regime contemplated by
      the June 9th Plan is appropriate.

The Debtors believe that the June 9th Plan is clearly feasible,
even if it involves a cram-down of GECC.  At the status
conference, counsel for the Committee expressed doubt on that
subject, and indicated that her views might be altered had the
Debtors retained a financial advisor to validate the financial
feasibility of the June 9th Plan.  The Debtors are doubtful that a
professional it hires will have the persuasive effect suggested by
Committee counsel, but acknowledges that the issue is an important
one, about which an independent evaluation would likely prove
helpful to the Court and the parties, especially if the evaluation
could be obtained prior to the Disclosure Statement hearing.

As disclosed, the Debtors' ordinary practice is to provide its
managers with below-market base compensation, but to offer them
incentive compensation to encourage them to achieve certain goals.
Although the Debtors provided extensive disclosure on this issue,
that disclosure has been consistently mischaracterized as self-
interest by GECC/Prudential.  That characterization has apparently
affected the Court's thinking, since the Court volunteered the
possibility that an examiner might inquire into management
compensation.

The Debtor hope that the limited purpose examiner will reduce
rather than increase expenses by providing an objective baseline
for one key issue and by avoiding unnecessary litigation over
another.

The Debtors believe that the investigative functions could best be
accomplished by an insolvency professional with a strong finance
and business background as Randy Sugarman, David Bradlow or
Mohamed Poonja.  The Debtors expect that the individual would not
require the assistance of additional professionals.

The Debtors submit that the prompt appointment of the limited
purpose examiner would be in the best interests of creditors and
the estate.  The limited purpose examiner would be asked to submit
its report prior to the Disclosure Statement hearing on July 28,
2011.

                      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 an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member 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.

First Bankers Trust Services, Inc., appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP counsel


ROUND TABLE: GE Capital, Unsecureds Oppose Plan Disclosures
-----------------------------------------------------------
General Electric Capital Corporation, as administrative agent and
collateral agent for the lenders of the prepetition facility, asks
the U.S. Bankruptcy Court for the Northern District of California
deny the Disclosure Statement explaining Round Table Pizza Inc.,
et al.'s Plan of Reorganization dated June 9, 2011.

The agent relates that as of April 30, the amount outstanding
under the prepetition facility was $34,389,740, which includes
principal, interest, fees and costs incurred.

According to the agent, the Disclosure Statement fails to provide
voting constituencies with the facts and information they need to
make an informed and independent decision concerning the
Plan.  Instead, the Disclosure Statement uses false information,
half-truths, fanciful opinions and baseless allegations to try to
deflect focus from the Plan's inherent deficiencies and risks.
The result is a product that misleads and obscures rather than
illuminates and informs.

In a separate filing, the Official Committee of Unsecured
Creditors also asks the Court to disapprove the Disclosure
Statement.  The Committee states that Disclosure Statement cannot
be approved because the Plan submitted by the Debtors is not
confirmable on its face.  Setting aside the numerous other
deficiencies in the Plan and the Disclosure Statement, the
treatment of general unsecured creditors provided in the Plan is
illusory. Simply stated, the Debtors' proposal to begin payments
to unsecured creditors after payment of bonus compensation to
insider managers, and then only if and when, there is excess
cash flow to pay unsecured creditors is no promise of payment at
all.

General Electric is represented by:

         Gregory O. Lunt, Esq.
         LATHAM & WATKINS LLP
         355 South Grand Avenue
         Los Angeles, CA 90071-1560
         Tel: (213) 485-1234
         Fax: (213) 891-8763
         E-mail: gregory.lunt@lw.com

         BINGHAM McCUTCHEN LLP
         William Bates, Esq.
         1900 University Avenue
         East Palo Alto, CA 94303-2223
         Tel: (650) 849-4400
         Fax: (650) 849-4800
         E-mail: bill.bates@bingham.com

The Committee is represented by:

         Karol K. Denniston, Esq.
         Julia W. Brand, Esq.
         Michael C. Abel, Esq.
         BROWNSTEIN HYATT FARBER SCHRECK, LLP
         2029 Century Park East, Suite 2100
         Los Angeles, CA 90067-3007
         Tel: (310) 500-4600
         Fax: (310) 500-4602
         E-mail: KDenniston@BHFS.com
                 JBrand@BHFS.com
                 MCAbel@BHFS.com

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter on June 15, 2011, the
Plan provides for these classification and treatment of claims:

   Class Creditors                 Treatment
   ----- ---------                 ---------
     1   GECC/Prudential           Interest only in 2011; interest
         (Owed approximately       and 5% of principal each year
         $35 million secured by    thereafter; fully due after 5
         all assets)               years; terms comparable to
                                   original Credit Facility terms

     1B  Other secured claim       Payment, surrender of
         (Claims secured by        collateral or other permissible
         assets of two Tahoe       non-consensual treatment
         stores, seized from
         defaulted franchisee)

     2   Priority Claims           Paid in full on Effective Date
         ($256,000 obligation to   (estimated October 1, 2011)
         the Employee Share
         Option Plan)

     3A  Unsecured claims up to    Paid 50% of claim, amount up to
         $5,000 or who elect       $2,500, on the Effective Date
         Class 3A treatment        in full satisfaction of claim

     3B  Unsecured claims          Paid in full with 3.25%
         greater than $5,000 or    interest from February 9, 2011
         who elect Class 3B        through payments twice a year
         treatment                 of all Distributable Cash
                                   beginning in 2012, estimated to
                                   be completed in 2014

     4   ESOP equity ownership     Preserved intact, but no
         in Round Table            funding for stock repurchases
                                   or additional contributions
                                   until all Class 3B claims are
                                   paid in full

A full-text copy of the Disclosure Statement, dated June 9, 2011,
is available for free at:

       http://bankrupt.com/misc/ROUNDTABLE_disclosure

The Court will consider adequacy consider approval of the
disclosure statement, including the objections, on July 28, at
10:00 a.m.

                      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 an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member 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.

First Bankers Trust Services, Inc., appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP counsel


RUMSEY LAND: Court Approves Sale of Assets to Successful Bidders
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado entered, on
June 16, 2011, its order approving the sale of substantially all
of the assets of Rumsey Land Co., LLC, to Confluence Resource
Holdings, LLC, and Westside Investment Partners, Inc., the
successful bidders or Pueblo Bank and Trust Company, as Back-Up
Bidder.  PB&T holds a first Deed of Trust on multiple properties
of the Debtor, including the Evans Property.  PB&T filed a claim
for $5,640,292.72.

Conflunce is the successful bidder for Lots A through D (the water
rights of the Evans property; the water storage storage rights of
the Evans property; the aggregate mining rights of the Evans
property; the residual surface and development rights of the Evans
parcel).  If the Confluence Sale closes, Westside is the
successful bidder for Lots E and F (the Nederland parcel and the
Elizabeth parcel).

If the Confluence Sale closes, proceeds of sale in the amount of
$5,200,000 will be paid to PB&T in satisfaction of the secured
portion of its claim.

Denver, Colorado-based Rumsey Land Co., LLC, is a privately held
company owning real property in Elizabeth, Nederland, and Evans,
Colorado with water rights, gravel rights, and additional
interests associated with the Evans Property.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No.
10-10691) on Jan. 15, 2010.  Aaron A. Garber, Esq., Benjamin H.
Shloss, Esq., and Lee M. Kutner, Esq., at Kutner Miller
Brinen,P.C., in Denver, Colorado, assist the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in assets and liabilities as of the Chapter 11 filing.


SECOND CHANCE: Court Approves $5MM Settlement of Toyobo Dispute
---------------------------------------------------------------
Chief Bankruptcy Judge James D. Gregg approved a settlement
agreement in an adversary proceeding brought by James W. Boyd, the
Trustee for Second Chance Body Armor, Inc., against Toyobo Co.,
Ltd., Toyobo America, Inc., Tadao Kuroki, Yoshinari Ohira, and
Masakazu Saito.

The settlement agreement contemplates a comprehensive mutual
release of all claims in the adversary proceeding in exchange for
a $5 million cash payment to the estate by the Toyobo Defendants
and the withdrawal of Toyobo's proofs of claim in the bankruptcy
case.  The payment by Toyobo will occur if, and when, the
settlement becomes final and the attendant order is nonappealable.
As a result of the settlement, Toyobo will no longer be a party in
interest in the bankruptcy case, and the adversary proceeding will
be dismissed, ending years of contentious litigation.

ASM Capital, L.P. and ASM Capital, II, L.P., holders of general
unsecured claims totaling approximately $5.3 million, objected to
the request.

The litigation between the Trustee and the Toyobo Defendants has a
long and complicated procedural history.  On March 3, 2004, the
National Association of Police Organizations, Inc., Thomas
Callahan, and the Fort Myers, Florida Police Department filed a
breach of warranty action against Second Chance and Toyobo in the
Circuit Court for the County of Antrim, Michigan.  The lawsuit
alleged that bullet-resistant vests manufactured by Second Chance,
which contained Zylon fiber produced by Toyobo, did not provide
the necessary level of ballistic protection for the duration of
Second Chance's five-year warranty period.  On April 27, 2004,
Second Chance filed a cross-complaint against Toyobo, alleging
that the vest durability issues were caused by defects in the
Zylon produced by Toyobo and its unexpected degradation under
certain conditions.

After Second Chance filed a voluntary chapter 11 petition, Toyobo
removed the state court lawsuit to the United States District
Court for the Western District of Michigan.  On Jan. 10, 2005, the
district court referred the lawsuit to the bankruptcy court as
Adversary Proceeding 05-80019.  After the case was removed, Second
Chance and Toyobo resolved the dispute with the State Court
Plaintiffs.

A copy of the Court's July 5, 2011 Opinion is available at
http://is.gd/EKwtolfrom Leagle.com.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactured wearable and soft
concealable body armor.  The Company filed for Chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represented the Debtor.  Daniel F. Gosch, Esq., at
Dickinson Wright PLLC, represented the Official Committee of
Unsecured Creditors.  The Debtor's case converted to a Chapter
7 proceeding on Nov. 22, 2005.  James W. Boyd, Esq., serves as
the chapter 7 trustee and is represented by Ronald A. Schuknecht,
Esq., at Lewis Schuknecht & Keilitz PC.  When the Debtor filed
for protection from its creditors, it estimated assets and
liabilities of $10 million to $50 million.


SEAHAWK DRILLING: Full-Payment Plan Set for Aug. 30 Hearing
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Seahawk Drilling Inc., which has sold its 20 shallow-
water jackup rigs for $155 million, scheduled an Aug. 30
confirmation hearing for approval of the full-payment liquidating
Chapter 11 plan.  The bankruptcy judge in Corpus Christi, Texas,
approved the disclosure statement at a July 7 hearing.

Mr. Rochelle relates that for unsecured creditors with claims as
much as $18 million, the Plan will pay in full, with pre- and
post-bankruptcy interest. Litigation claimants, with claims as
much as $4.5 million, will likewise be paid in full, the
disclosure statement says.  The excess after creditors are paid
will go to shareholders. Because they are to receive a
distribution, shareholders are entitled to vote on the plan.

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for Region
7, appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Seahawk Drilling Inc. and its debtor-
affiliates.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SHAP LLC: Lone Creditor Wins Dismissal of Chapter 11 Case
---------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker granted IberiaBank's request to
dismiss the Chapter 11 case of Shap LLC because (1) the Debtor
cannot obtain confirmation of its proposed Chapter 11 Plan; (2)
the continuation of the Chapter 11 case would be futile; (3) as a
result, there is cause to dismiss or convert this case under 11
U.S.C. Sec. 1112(b)(1); and (4) dismissal rather than conversion
is in the best interests of creditors and the estate.  A copy of
Judge Tucker's July 8, 2011 Opinion is available at
http://is.gd/SodTmbfrom Leagle.com.

Shap LLC is a limited liability company with two members, which
was formed in 2006 for the purpose of investing in real estate.
Shap LLC commenced a Chapter 11 case (Bankr. E.D. Mich. Case No.
11-42819) on Feb. 4, 2011, listing under $1 million in both assets
and debts.  A copy of the Debtor's petition is available at
http://bankrupt.com/misc/mieb11-42819.pdfat no additional charge.

The Debtor's Schedule A indicates that the Debtor's only assets
are nine vacant lots located in Florida, with a current value of
$14,400.  IberiaBank is the only creditor. The Debtor's Schedule D
indicates that IberiaBank has a claim in the amount of $243,466,
which is secured by a mortgage on the Florida Property, and that
the unsecured portion of this claim is $229,066. IberiaBank has
filed a proof of a claim in the amount of $277,482.75, stating
that the amount of its secured claim (i.e., the value of its
collateral) is $45,000 and the amount of its unsecured claim is
$232,482.


SIGNATURE STYLES: Spiegel Owner Takes Contract With Siriano
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Spiegel catalogue changed its mind
and decided to renew rather than terminate a contract with
designer Christian Siriano.  Upon filing under Chapter 11, the
company immediately gave notice of its intention to terminate the
agreement with New York-based Siriano.  After paying Siriano
$42,500 to cure defaults on the existing agreement, the contract
will be extended to the end of the year.  The settlement was
approved last week by the bankruptcy court in Delaware.

                      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.


SIGNATURE STYLES: Hires Polsinelli Shughart as Counsel
------------------------------------------------------
Signature Styles LLC and its debtor affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Polsinelli Shughart PC as counsel nunc pro tunc
to the Petition Date.

Polsinelli Shughart received $75,000 as an evergreen retainer from
the Debtors.

The Debtors will pay Polsinelli Shughart for its services
according to the firm's hourly rates:  $250 to $500 per hour for
shareholders; $175 to $325 per hour for associates and senior
counsel; and $75 to $195 per hour for paraprofessionals.  The
primary professionals expected to represent the Debtors and their
hourly rates are:

   Christopher A. Ward, Shareholder        $425 per hour
   James E. Bird, Shareholder              $425 per hour
   Justin K. Edelson, Associate            $255 per hour
   Shanti M. Katona, Associate             $255 per hour
   Lindsey M. Suprum, paralegal            $185 per hour

Christopher A. Ward, Esq., a member of Polsinelli Shughart,
previously assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      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.


SIGNATURE STYLES: Committee Taps Cooley LLP as Lead Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Signature Styles LLC and its Debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Cooley LLP as its lead counsel.

The Committee needs Cooley to:

   (a) attend the meetings of the Committee;

   (b) review financial information furnished by the Debtors to
       the Committee;

   (c) negotiate the budget and the terms of the debtor-in-
       possession financing;

   (d) review and investigate the liens of purported secured
       parties;

   (e) review and investigate prepetition transactions in which
       the Debtors were involved;

   (f) confer with the Debtors' management and counsel;

   (g) coordinate efforts to sell or reorganize assets of the
       Debtors in a manner that maximizes the value for unsecured
       creditors;

   (h) review the Debtors' schedules, statements of financial
       affairs and business plan;

   (i) advise the Committee as to the ramifications regarding all
       of the Debtors' activities and motions before this Court;

   (j) file appropriate pleadings on behalf of the Committee;

   (k) review and analyze the Debtors' investment banker's work
       product and report to the Committee;

   (l) provide the Committee with legal advice in relation to the
       cases;

   (m) prepare various applications and memoranda of law
       submitted to the Court for consideration;

   (n) assist the Committee in negotiations with the Debtors and
       other parties-in-interest on the sale process and an exit
       strategy for these cases; and

   (o) perform such other legal services for the Committee as may
       be necessary or proper in these proceedings.

Cooley will represent the Committee in coordination with The
Rosner Firm, the Committee's proposed Delaware counsel.

Cooley's fees will be based on its standard hourly rates.

Jeffrey L. Cohen, Esq., a member of Cooley, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      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.


SITEL LLC: Moody's Affirms 'B3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Sitel, LLC's B3 Corporate
Family Rating and the B1 and Caa2 ratings for the Company's senior
secured credit facility and senior unsecured notes, respectively.
The ratings were affirmed in conjunction with Sitel's amendments
to a portion of its first lien credit agreement to extend the
maturity by three years. The extended tranches of senior secured
credit facilities were assigned B1 ratings. Moody's also changed
the ratings outlook to negative from stable, reflecting the
Company's high financial leverage and challenges in generating
free cash flows.

These ratings are assigned:

   -- $31 million first lien revolving credit due 2016 -- B1,
(LGD 3, 33%)

   -- $227 million first lien term loan due 2017 -- B1,
(LGD 3, 33%)

The following ratings are affirmed:

   -- Corporate family rating -- B3

Probability of Default rating -- B3

   -- $54 million first lien revolving credit due 2013 -- B1 (LGD
assessments changed to LGD 3, 33% from LGD 2, 27%)

   -- $130 million first lien term loan due 2014 -- B1 (LGD
assessments changed to LGD 3, 33% from LGD 2, 27%)

   -- $293 million 11.5% Senior Unsecured Notes due 2018 -- Caa2
(LGD assessments changed to LGD 5, 79% from LGD 5, 81%)

Outlook action:

The rating outlook changed to negative from stable

RATINGS RATIONALE

The negative outlook reflects Moody's expectations that Sitel's
high leverage and weak cash flows will persist over the next 12 to
18 months. The outlook additionally considers the Company's
challenges in generating operating cash flow growth amid an uneven
economic recovery and the elevated levels of capital spending
needed to support business growth. Moody's notes that the revised
levels of financial covenants under the recently executed
amendments to its credit agreement afford the Company additional
flexibility to execute a turnaround over the next 12 months.
However, Sitel's increasing reliance on revolving lines of credit
as a result of expected free cash flow shortfalls could
potentially weaken the Company's liquidity as $54 million of the
$85 million in revolving loan commitments expire in January 2013.

The B3 Corporate Family Rating reflects Sitel's high financial
risk, including high leverage and weak cash flow generation, and
its high business risk from operating in a highly competitive
industry. The rating is supported by the Company's good operating
scale and well-diversified business across end-market verticals.
Though it faces stiff competition, the Company has a good market
position and is among the leading providers of outsourced customer
care services.

Moody's could downgrade Sitel's ratings if operating performance
falls short of expectations resulting in an erosion in liquidity
or operating cushions under revised financial covenants. Ratings
could be downgraded if Total Debt/EBITDA leverage (Moody's
adjusted) approaches 6.0x while free cash flow remains negative.
Additionally, ratings could come under pressure if near term debt
maturities are not addressed well in advance of their expiry.

Conversely, Moody's could raise Sitel's ratings if revenue and
EBITDA growth leads to free cash flow generation in the range of
3% to 5% of total debt, and if the Company can sustain Moody's
adjusted Debt/EBITDA leverage of less than 4.5x.

The last rating action on Sitel was on February 16, 2010, when
Moody's affirmed Sitel's B3 CFR and assigned Caa2 rating to the
Company's $300 million senior notes offering.

The principal methodology used in rating Sitel LLC was the Global
Business & Consumer Service Industry Rating Methodology Industry
Methodology published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009
(and/or) the Government-Related Issuers methodology published in
July 2010.

Headquartered in Nashville, Tennessee, Sitel is a leading customer
care and business process outsourcing vendor with annual revenues
of $1.3 billion in the LTM 1Q 2011 period.


SOCIETY OF JESUS: Northwest's Jesuits Chapter 11 Plan Confirmed
---------------------------------------------------------------
Judge Elizabeth L. Perris confirmed on July 7, 2011, The Society
of Jesus, Oregon Province, or the Jesuits' Chapter 11 Plan of
Reorganization, which paves the way for 534 creditors to receive
their share of a $167.8 million settlement, the Oregonian
reports.

A settlement was previously reached in the Jesuits' bankruptcy
case to resolve the claims of hundreds of victims of clergy
sexual abuse.

Pfau Cochran Vertetis Amala PLLC, in Seattle, Washington, which
represents more than a hundred of the claimants, posted on its
Web site at http://www.pcvalaw.com/a statement regarding the
settlement.

According to the Oregonian, the Jesuits will start sending checks
for $48.1 million to creditors sometime on August.  Insurers will
subsequently send payments totaling approximately $120 million in
the summer.

During the confirmation hearing, a last minute objection was made
by the counsel of Beaverton's Jesuit High, Tacoma's Bellarmine
Preparatory, Spokane's Gonzaga Preparatory and Seattle
Preparatory because he wanted an agreement put in the Plan
releasing the high schools from any legal claim that they were
part of the Oregon Province.

The Official Committee of Unsecured Creditors opposed the
objection.

After a break, Judge Perris gave the settlement trust a deadline
to start any litigation against the high schools of up to nine
months.  Only one lawsuit is allowed and is limited only to the
district court or the bankruptcy court.

Kathy Mendez, one of the 525 creditors, says that she felt
relieved that the long and emotional process had come to an end,
the Oregonian discloses.

"It was time to get this put to rest," Blaine Tamaki, Ms.
Mendez's lawyer said to the Oregonian.  "Because there's a lot of
attorneys' fees being charged, and it's time to put a stop to the
legal fees and get the claimants their money."

Bryan Denson, the Oregonian's reporter, says that lawyers
estimate that they will receive about 33 to 40 percent of the
Settlement Amount.

In a news release to the victims of abuse, the Very Rev. Patrick
Lee said:

"On behalf of the Oregon Province, I want to express our most
sincere sorrow for the pain and hurt caused by the actions of a
few men who did not live up to their vows.  We will continue to
pray for all those who are hurting and hope that today's
announcement brings all involved one-step closer to the lasting
healing they so richly deserve."

Judge Perris says, as quoted by the Oregonian, that the Plan is
not a cure-all for the harm done to the victims but that it's
"the best we've got."

Society of Jesus, Oregon Province, filed for Chapter 11 bankruptcy
protection (Bankr. D. Ore. Case No. 09-30938) on Feb. 17, 2009.
Alex I. Poust, Esq., Howard M. Levine, Esq., and Thomas W.
Stilley, Esq., at Sussman Shank LLP, serve as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed total
assets at $4,820,386 and total debts at $61,775,829 at the
Petition Date.


SOUTH BAY EXPRESSWAY: Property Not Exempt From Taxation
-------------------------------------------------------
South Bay Expressway, L.P. and California Transportation Ventures,
Inc., v. County of San Diego, Adv. Proc. No. 10-90497 (Bankr. S.D.
Calif.), seeks recovery of almost $14 million in property taxes
paid to the County between 2007-2010 and wants the County to
assess no further taxes on its property.  The Debtor's property is
a possessory leasehold interest in a California Streets and
Highways Code Sec. 143 privately financed transportation
demonstration project consisting of the toll road portion of State
Route 125, commonly known as the South Bay Expressway.

The Debtor asserts that Sec. 143(o) deems its leasehold interest
to be public property exempt from taxation.  The Debtor asks the
Court to declare that all taxes assessed against its leasehold
interest are void as a matter of law, and that the County may not
assess further taxes against its leasehold interest.

The County opposes the motion and requests entry of a judgment in
its favor, asserting that the tax exemption created in Sec. 143(o)
is unconstitutional under Article XIII of the California
Constitution.

The Attorney General for the State of California, through the
California Department of Transportation, intervened and filed a
statement in opposition, arguing that Sec. 143(o) does not apply
to the Debtor's leasehold interest so there is no need to reach
the constitutional issue.  Alternatively, Caltrans argues the
Court's ruling of unconstitutionality should be limited to the
statute as applied to the Debtor's leasehold interest.

In a July 7, 2011 Memorandum Decision, Bankruptcy Judge Louise De
Carl Adler ruled that Sec. 143(o) applies to the Debtor's
leasehold interest, but that it is facially unconstitutional.
Accordingly, Judge Adler denied the Debtor's motion and entered
judgment in favor of the County.  A copy of Judge Adler's decision
is available at http://is.gd/GiaMAOfrom Leagle.com.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 (Bankr. S.D. Calif. Case No. 10-04516) on March 22,
2010.  Its affiliate, California Transportation Ventures Inc.,
also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.

On April 14, 2011, the Court confirmed the Debtor's Third Amended
Joint Plan of Reorganization, and approved a global settlement
with the support of all major creditor constituencies.


STANDARD STEEL: Moody's Upgrades CFR to B3; Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded Standard Steel, LLC's ratings
including its corporate family and probability of default ratings
to B3 from Caa1. The outlook is stable.

These ratings were upgraded:

   -- Corporate family rating, to B3 from Caa1

   -- Probability of default rating, to B3 from Caa1

   -- $140 million senior secured notes due 2015, to B3
(LGD-4, 54%) from Caa1 (LGD-4, 53%)

RATINGS RATIONALE

The ratings upgrade reflects Moody's expectation of continued
improvements in revenues and operating profitability. Standard
Steel is well positioned to benefit from improving industry
conditions in the rail car manufacturing business, where continued
growth in overall railroad freight volume will likely result in
robust demand growth for new railcars. In addition, the company's
aftermarket business as a percentage of revenues has increased
which will add greater revenue stability, partially offsetting the
cyclicality inherent in the railcar market.

The stable outlook anticipates that Standard Steel will maintain a
good liquidity profile supported by positive free cash flow
generation and improvement in interest coverage metrics to the 1.0
times level over the next twelve to eighteen months.

Although not anticipated over the near term, factors that could
lead to a positive outlook or stronger ratings include continued
positive free cash flow generation, lowering and sustaining
debt/EBITDA towards 4.5 times and demonstrating EBIT/interest
coverage in excess of 1.3 times while maintaining a good liquidity
profile. Developments that could establish negative pressure on
the ratings include loss of key contracts and/or customers,
negative free cash flow, an elevation of debt/EBITDA towards 6.0
times and/or EBIT/interest remaining well below the 1.0 times
level through 2012.

On June 27, 2011, Standard Steel announced that it would be sold
to Sumitomo Metals Industries, Ltd. for $340 million from its
current owners, Trimaran Capital Partners. The transaction is
expected to close before year-end pending regulatory approvals.
Moody's anticipates that the acquisition could result in the
repayment of Standard Steel's outstanding debt. Terms outlined in
the debt agreements contain change of control language which is
expected to provide lenders the option of terminating revolver
commitments and declaring outstanding loans due and payable as
well as requiring the company to offer to repurchase the senior
secured notes upon completion of the sale to Sumitomo. If the
transaction closes and Standard Steel's rated debt is fully repaid
upon closing of the transaction, Moody's ratings would be expected
to be withdrawn.

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

Standard Steel, LLC, based in Burnham, PA, manufactures forged
wheels and axles used in freight and passenger rail cars and
locomotives. The company had last twelve months ended April 3,
2011 revenues of approximately $213 million.


STATION CASINOS: Deadline to Submit Administrative Claims July 18
-----------------------------------------------------------------
On June 17, 2011, the Effective Date of the First Amended Joint
Chapter 11 Plan of Reorganization for Station Casinos, Inc. and
its Debtor affiliates and the Prepackaged Joint Plan of
Reorganization for the April 12 Subsidiary Debtors and Green
Valley Ranch Gaming, LLC, occurred.

Pursuant to the confirmed SCI Plan and the April 12 Debtors'
Plan, the deadline to submit administrative claims against the
SCI Debtors, that arose on or after December 2, 2010, through and
including June 17, 2011, is July 18, 2011.  The deadline to
submit Administrative Claims against the Subsidiary Debtors or
GVR is also July 18.

The deadline to object to an administrative claim is October 15,
2011.

The deadline to file final professional fee applications with
respect to the Debtors whose Effective Dates have occurred is
August 16, 2011.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a


STATION CASINOS: GV Ranch Claims Bar Date Set for Aug. 12
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has
established:

  * August 12, 2011 at 4:00 p.m. prevailing Pacific Time as the
    deadline to file a proof of claim for all persons and
    entities holding or wishing to assert a claim that arose
    prepetition against any of the April 12 Debtors (Green Valley
    Ranch Gaming, LLC and thirty other affiliates of Station
    Casinos Inc.);

  * the later of the General Bar Date or 30 days after a
    claimant is served with notice that any Debtor has amended
    its Schedules, reducing, deleting, or changing the status of
    a claim not previously scheduled as disputed, contingent or
    unliquidated of the claimant, as the bar date for filing a
    proof of claim with respect to the amended scheduled claim;

  * the later of the General Bar Date or 30 days after the entry
    of any order authorizing the rejection of an executory
    contract or unexpired lease as the bar date by which a proof
    of claim relating to a Debtor's rejection of the contract or
    lease must be filed; and

  * October 9, 2011 at 4:00 p.m. prevailing Pacific Time as the
    deadline for all governmental units to file a proof of claim
    in the Chapter 11 Cases.

The April 12 Debtors will retain the right to: (a) dispute, or
assert offsets or defenses against, any filed claim or any claim
listed or reflected in their Schedules of Assets and Liabilities
as disputed, contingent, or unliquidated as to nature, amount,
liability, classification, or otherwise; or (b) subsequently
designate any claim as disputed, contingent, or unliquidated;
provided, however, that if the April 12 Debtors amend the
Schedules to reduce the undisputed, non-contingent and liquidated
amounts or to change the nature, status or classification of a
claim against a Debtor reflected therein, then the affected
claimant will have until the Amended Schedule Bar Date to file a
proof of claim or to amend any previously filed proof of claim
with respect to the amended scheduled claim.

The Court's Order will not preclude the April 12 Debtors from
objecting to any claim that is scheduled as disputed, contingent,
or unliquidated or for which a proof of claim has been filed, on
any grounds.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a


STATION CASINOS: GV Committee Proposes to Double GLC Flat Fee
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Green Valley Ranch Gaming, LLC, previously
sought the Bankruptcy Court's authority to retain GLC Advisors &
Co., LLC, as its financial advisor, nunc pro tunc to May 6, 2011.
The Committee sought to pay the firm $150,000.

In a supplemental motion, the Committee seeks the Court's
authority to modify the proposed terms of GLC Advisors'
employment to a flat fee of $300,000.

August B. Landis, acting U.S. Trustee for Region 17, points out
that Section 1103(a) of the Bankruptcy Code, in combination with
Section 328 of the Bankruptcy Code, authorizes the Committee to
employ professionals, with Court approval, "on any reasonable
terms and conditions of employment, including on a retainer, on
an hourly basis, on a fixed or percentage fee basis, or on a
contingent fee basis."  However, the Committee is asking a "flat
$300,000 advisory fee."

The U.S. Trustee tells the Court that the preferred method of
compensation for professionals in the 9th Circuit is the
"lodestar approach".

"Since the 'flat $300,000 advisory fee' would be subject to
review under Sections 330 and 331 anyway, [GLC Advisors']
employment should be on the lodestar approach and not a flat
fee," the U.S. Trustee contends.  It adds that "flat fee
employment would just unnecessarily complicate the review."

Accordingly, the U.S. Trustee asks the Court to enter an order
employing GLC Advisors on an hourly basis.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a


STERLING ESTATES: Can Access Cash Collateral Until July 29
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved on July 1, 2011, the second stipulation of Debtor
Sterling Estates (Delaware), LLC, and CF MH Sterling, as successor
to ORIX Capital Markets, LLC, authorizing the Debtor to use cash
collateral until 5:00 p.m. on July 29, 2011.

As adequate protection, Lender is granted a replacement lien upon
the same property and assets which secured the Pre-Petition
Obligations, including property and assets acquired by the Debtor
post-petition.  As further adequate protection, Lender is also
granted a super-priority administrative expense claim.

A further hearing on the cash collateral motion is set for
July 29, 2011, at 10:30 a.m.

Counsel for Lender CF MH Sterling LLC may be reached at:

     Louis P. Rochkind, Esq.
     JAFFE RAITT HEUER & WEISS, PC
     27777 Franklin Road, Suite 2500
     Southfield, MI 48035-8214
     Tel: (248) 351-3000

                      About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, dba
Sterling Estates Manufactured Home Community, owns and operates a
manufactured home community, a park consisting of pre-manufactured
homes placed on individual sites or "pads" that are leased out
to customers.  It filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 10-22319) on May 17, 2010.  Paul M.
Bauch, Esq., at Bauch & Michaels LLC, in Chicago, represents the
Debtor.  The Company estimated assets at $50 million to
$100 million and debts at $10 million to $50 million.


STERLING ESTATES: Court Grants Lender Motion to Withdraw ORIX Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has approved the oral motion of CF MH Sterling LLC, as successor
to ORIX Capital Markets, LLC, to withdraw the Chapter 11 Plan
filed by ORIX.

As reported in the TCR on May 16, 2011, the Creditor plan proposed
a sale of the Debtor's real property and other assets.

                      About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, dba
Sterling Estates Manufactured Home Community, owns and operates a
manufactured home community, a park consisting of pre-manufactured
homes placed on individual sites or "pads" that are leased out
to customers.  It filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 10-22319) on May 17, 2010.  Paul M.
Bauch, Esq., at Bauch & Michaels LLC, in Chicago, represents the
Debtor.  The Company estimated assets at $50 million to
$100 million and debts at $10 million to $50 million.


SUPERIOR ACQUISITIONS: Case Converted to Chapter 7; Plan Withdrawn
------------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California converted the Chapter 11 case of
Superior Acquisitions, Inc. to one under Chapter 7 of the
Bankruptcy Code.

Linda S. Green, Chapter 11 trustee in the Debtor's estate filed
the motion to converted the Debtor's case.

The Office of the U.S. Trustee is directed to promptly appoint a
Chapter 7 Trustee.

Separately, the Debtor notified the Court that it has withdrawn
its proposed chapter 11 plan of reorganization.

                   About Superior Acquisitions

Superior Acquisitions, Inc., in Lakeport, California, owns real
property and rents it out to the California Department of Motor
Vehicles.  Superior Acquisitions filed for Chapter 11 bankruptcy
(Bankr. N.D. Calif. Case No. 10-13730) on Sept. 28, 2010, with
Judge Alan Jaroslovsky presiding.  The Debtor disclosed
$13,889,530 in assets and $14,866,437 in liabilities as of the
Chapter 11 filing.  The Law Offices of Michael C. Fallon --
mcfallon@fallonlaw.net -- served as bankruptcy counsel to the
Debtor.

Linda S. Green was later appointed as Chapter 11 trustee.  She is
represented by John H. MacConaghy, Esq. -- macclaw@macbarlaw.com
-- at MacConaghy and Barnier, as counsel.  The Chapter 11 trustee
has tapped Bachecki Crom & Co. LLP as her accountant.

Superior Acquisitions filed with the Bankruptcy Court an Amended
Chapter 11 Plan of Reorganization dated June 2, 2011.


TABS 2005-2: DBRS Confirms Ratings on Various Notes at 'C'
----------------------------------------------------------
DBRS has confirmed the ratings of various notes issued by TABS
2005-2 Oakville Limited (TABS or the Transaction).  The Class A-1
Notes, Class A-2 Notes and Class B Notes (collectively, the Notes)
issued by TABS have each been confirmed at C (sf).

The Transaction is a managed cash flow collateralized debt
obligation of asset-backed securities that consists primarily of
U.S. residential mortgage-backed securities.  All of the
underlying ABS were originally investment grade, with most being
rated BBB or BBB (low).

As a result of poor performance of the Transaction's underlying
securities, the Notes were previously downgraded to C (sf).  DBRS
expects that the Class A-1 Notes will suffer a partial loss of
principal, and it is expected that the Class A-2 Notes and Class B
Notes will not receive any return of initial principal over the
remaining term of the Transaction.


TELMARK PROPERTIES: High Court Winds Up Firm Over Rent Debts
------------------------------------------------------------
Kenilworth Weekly News reports that the High Court has wound up
Telmark Properties, formerly Smarter Housing, after failing to
protect rents and deposits belonging to students and landlords
around Leamington.

Telmark Properties repeatedly breached agreements with both
landlords and tenants and failed to deal properly with its
tenants' deposits, Kenilworth Weekly News says.

The company, according to Kenilworth Weekly News, was wound up on
public interest grounds after an investigation by the Insolvency
Service.

"Money that should have been protected was instead used to fund
this company's business," the report quotes Company investigations
supervisor Chris Mayhew as saying.  "Student tenants who could
least afford to have their money unfairly withheld and who
believed their rent deposits were secure, suffered as a result."

According to Kenilworth Weekly News, grounds for winding up the
company were that it:

   -- failed to protect deposits received from tenants in
      accordance with an authorised scheme;

   -- failed to collect and or pay rent totalling at least
      GBP204,346 to landlords;

   -- failed to file accounts and annual returns;

   -- failed to maintain proper accounts and present these
      to the investigator;

   -- was insolvent and had been abandoned, having effectively
      ceased to trade in August 2010.

The petition to wind up the company in the public interest was
presented in the High Court on March 21.

                      About Telmark Properties

Telmark Properties is a letting agency.  The company was
incorporated in July 2005 with the name Smarter Housing.
Registered in Althorpe Street, Leamington, it changed its name to
Telmark Properties Limited in August 2010.


TEN X CAPITAL: Cole Taylor Bank Wants to Prohibit Cash Use
----------------------------------------------------------
Cole Taylor Bank is asking the Bankruptcy Court to prohibit Ten X
Capital Partners III, LLC (Series B) from using its cash
collateral and requiring the Debtor to conduct an accounting of
all cash collateral and sequester cash collateral in an account at
the Bank.

The Bank said the Debtor is in default of its loans.  The Debtor
has not made a payment of principal or interest since February
2011, and continues to collect the cash collateral generated from
its property.  As of July 11, 2011, the current outstanding amount
due under the so-called Restated Mortgage Note is $5,678,487.79
plus legal fees and costs, and under the so-called TI Revolver is
$922,754.47 plus legal fees and costs.

The Bank said the bankruptcy filing is essentially a two-party
dispute between the Debtor and Bank and its sole purpose was to
confer federal jurisdiction upon a foreclosure proceeding to the
detriment of the Bank.

On Jan. 17, 2006, the Bank made a $5,400,000 commercial mortgage
loan to the Debtor to finance the acquisition of the Property.

On Jan. 31, 2007, the Debtor entered into a Revolving Loan
Agreement with the Bank for the purposes of refinancing the
Mortgage Loan, partially financing tenant improvements at the
Property, and purchasing and installing fiber optic cable in
downtown Chicago, the Oak Brook area, and the Northbrook area.

The rents, issues and profits generated from the Debtor's
operation of the Property constitute cash collateral pursuant to
11 U.S.C. Sec. 363(a).

Through a series of subsequently recorded memoranda of
modification, the maturity date for the Restated Mortgage Note and
TI Revolver was extended through and including July 1, 2011.

Since March 1, 2011, the Debtor has failed to remit to the Bank
the monthly payments of principal and interest due under the
Restated Mortgage Note and TI Revolver.  The Debtor's failure to
make the required payments constitutes an Event of Default under
the Mortgage Loan Instruments and Restated Loan Instruments.

On May 5, 2011, the Bank filed a foreclosure action in the Circuit
Court of Cook County, Chancery Division, Case No. 11 CH 16548.  At
the Bank's behest, the state court appointed a receiver for the
Property on June 30, 2011.

Cole Taylor Bank is represented by:

          Barry A. Chatz, Esq.
          George P. Apostolides, Esq.
          Kevin H. Morse, Esq.
          ARNSTEIN & LEHR LLP
          120 S. Riverside Plaza, Suite 1200
          Chicago, IL 60606
          Tel: (312) 876-7100
          Fax: (312) 876-0288
          E-mail: bachatz@arnstein.com
                  gpapostolides@arnstein.com

Ten X Capital Partners III, LLC (Series B) operates an industrial
real property located at 601 W. Polk Street, Chicago, Illinois, as
a telecom hotel and storage facility.  Ten X Capital Partners III,
LLC (Series B) filed a voluntary Chapter 11 petition (Bankr. N.D.
Ill. Case No. 11-27294) on June 30, 2011.  Judge John H. Squires
presides over the case.  The Debtor is represented by Chester H.
Foster, Jr., Esq., at Foster & Smith.  In its petition, the Debtor
estimated $10 million to $50 million in assets, and $1 million to
$10 million in debts.  The petition was signed by John W. Branch,
manager of RM Advisors, LLC.


TEN X CAPITAL: Court Wants Chapter 11 Plan by Oct. 28
-----------------------------------------------------
The Bankruptcy Court directed Ten X Capital Partners III, LLC
(Series B) to file a plan of reorganization and disclosure
statement by Oct. 28, 2011.

Ten X Capital Partners III, LLC (Series B) operates an industrial
real property located at 601 W. Polk Street, Chicago, Illinois, as
a telecom hotel and storage facility.  Ten X Capital Partners III,
LLC (Series B) filed a voluntary Chapter 11 petition (Bankr. N.D.
Ill. Case No. 11-27294) on June 30, 2011.  Judge John H. Squires
presides over the case.  The Debtor is represented by Chester H.
Foster, Jr., Esq., at Foster & Smith.  In its petition, the Debtor
estimated $10 million to $50 million in assets, and $1 million to
$10 million in debts.  The petition was signed by John W. Branch,
manager of RM Advisors, LLC.


TWEETER OPCO: Buyer Schultze Liable for WARN Act Claims
-------------------------------------------------------
Bankruptcy Judge Mary F. Walrath held that Schultze Asset
Management, LLC, is liable with Tweeter Opco LLC as a "single
employer" for alleged violations under the Worker Adjustment and
Retraining Notification Act.  Judge Walrath said the plaintiffs in
a class action suit have shown common ownership, common directors
and officers and the de facto exercise of control by Schultze over
the Debtor.  The judge said the latter factor was particularly
egregious because Schultze exercised control over the Debtor's
hiring and firing decisions.

Andrew D'Amico, Eric Welter and Franklin Hemmings on their own
behalf and on behalf of all other persons similarly situated, v.
Tweeter Opco, LLC, and Schultze Asset Management, LLC, Adv. Proc.
No. 08-51800 (Bankr. D. Del.), was filed on the same day Tweeter
Opco filed for Chapter 11 bankruptcy.  The Plaintiffs' class
consists of former employees of the Debtor who were fired without
the 60-days' written notice required by the WARN Act.  Pursuant to
a stipulation, the proceeding is stayed against the Debtor but
continuing it as to Schultze.

A copy of Judge Walrath's July 8, 2011 Memorandum Opinion is
available at http://is.gd/joQIBzfrom Leagle.com.

                        About Tweeter Opco

Tweeter Opco LLC, Tweeter Newco LLC, Tweeter Tivoli LLC, and
Tweeter Intellectual Property LLC were formed by Schultze Asset
Management LLC to acquire the assets of Tweeter Home Entertainment
Group, Inc.  In July 2007, Old Tweeter sold substantially all of
their assets to Tweeter Newco for $38 million.

Tweeter Opco and its affiliates filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Lawyers at
Richards, Layton & Finger, P.A., assisted the company in its
restructuring effort.  The company estimated assets of $50 million
to $100 million and debts of $50 million to $100 million.

Bankruptcy Judge Mary Walrath converted the Opco Debtors' Chapter
11 cases to Chapter 7 liquidation proceedings effective Dec. 5,
2008.  George L. Miller at accounting firm Miller Coffey Tate was
appointed to serve as Chapter 7 trustee.  The firm may be reached
at:

          MILLER COFFEY TATE LLP
          8 Penn Center, Suite 950
          1628 John F. Kennedy Boulevard
          Philadelphia, PA, 19103
          Tel: 215-561-0950
          Fax: 215-561-0330
          E-mail: info@millercoffeytate.com

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- sold mid-to high-end audio and video
consumer electronics products.  Tweeter and seven of its
affiliates filed for Chapter 11 protection (Bankr. D. Del. Case
Nos. 07-10787 through 07-10796) on June 11, 2007.  Lawyers at
Skadden, Arps, Slate, Meagher & Flom, LLP, represented the
Debtors.  Kurtzman Carson Consultants LLC acted as the Debtors'
claims and noticing agent.  Lawyers at Pachulski Stang Ziehl &
Jones LLP and at Otterbourg, Steindler, Houston & Rosen, P.C.,
represented the Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.


UNITED GILSONITE: James Patton to Handle Future Asbestos Claimants
------------------------------------------------------------------
The Hon. Robert N. Opel of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania appointed James L. Patton, Jr., as
legal representative for future asbestos claimants in the Chapter
11 case of United Gilsonite Laboratories.

The Debtor related that Mr. Patton is chairman of Young Conaway
Stargatt & Taylor, LLP and a partner in the bankruptcy and
corporate restructuring group of the firm.  Mr. Patton has been
ranked as a leading attorney in his field in a range of legal
publications.

Mr. Patton, will represent future holders of personal injury or
wrongful death claims based on alleged exposure to asbestos and
asbestos containing products.

In furtherance of a comprehensive resolution to its alleged-
asbestos related liabilities, the Debtor contemplates that it will
negotiate, confirm and consummate a chapter 11 plan of
reorganization that will include an injunction to channel
Asbestos PI Claims and any demands asserted by the Future
Claimants to a properly funded trust pursuant to section 524(g) of
the Bankruptcy Code.  The Debtor believes that the formation of a
trust as part of UGL's plan of reorganization will provide a
mechanism for the fair and efficient payment of present asbestos-
related claims and future asbestos-related demands and that the
related channeling injunction will protect the Debtor from any
future liability related to asbestos claims.

The Debtor will compensate Mr. Patton at $900 per hour.

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

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  Joseph M. Alu & Associates P.C. serves as
accountants.  K&L Gates LLP serves as special insurance counsel.
Lenahan & Dempsey, P.C., Wilbraham, Lawler & Buba, and Steptoe &
Johnson LLP serve as professionals in the ordinary course of the
Debtor's business.  Garden City Group is the claims and notice
agent.  The Company disclosed $21,084,962 in assets and $3,008,688
in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.  Montgomery,
McCracken, Walker & Rhoads, LLP, represents the Committee.


URBAN WEST: Has Until Aug. 22 to Propose Chapter 11 Plan
--------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California extended Urban West Rincon
Developers II, LLC, and Rincon Developers Phase II, LLC's
exclusive periods to file and solicit acceptances for the proposed
chapter 11 plan until Aug. 22, 2011, and Oct. 30, respectively.

As reported in the Troubled Company Reporter on June 29, the
Debtors sought an extension of the exclusive period for them (i)
to file a plan of reorganization until Nov. 4, and (ii) to obtain
acceptances for that plan until Jan. 4, 2012.

The Court ordered that if the Debtors will seek any further
extension of the extended periods, they must file before July 29.
The hearing regarding the new motion to extend will proceed on
Aug. 22, or other date during the week of Aug. 22, that the Court
is available.

               About Urban West Rincon Developers II

San Francisco, California-based Urban West Rincon Developers II,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 11-30924) on March 9, 2011.  Heinz Binder, Esq.,
and Roya Shakoori, Esq., at the Law Offices of Binder and Malter,
serves as the Debtor's bankruptcy counsel.


UTGR INC: Court Withholds Final Decree, Wants Status Report
-----------------------------------------------------------
Bankruptcy Judge Arthur N. Votolato directed UTGR, Inc., d/b/a
Twin River, et al., to file a status report by July 31, 2011.

According to the Court's order, beginning in late 2010, and
thereafter, the bankruptcy professionals in the case filed
Applications for Final Compensation for services rendered, and a
hearing on the applications was held on March 22, 2011.  On May
23, 2011, the Debtors filed a Motion for Entry of Final Decree,
stating that the Plan of Reorganization had been fully consummated
-- except for decision on the professional fees -- and that the
claims reconciliation process was complete.

While the two motions were under advisement and being considered
by the Court, several reports concerning the Debtors appeared in
The Providence Journal raising issues previously unknown to the
Court, but which are clearly of interest as to what is left to be
accomplished in these cases, including the Debtors' often stated
completion of their goals and initiatives.  Because the reports
are coming to the Court's attention only through non-judicial
sources, Judge Votolato said ordinary prudence calls for a closer
look at references to possible conflict of interest, and the
Debtors' and the Rhode Island Department of Business Regulation's
reluctance to disclose ownership interests or possible conflicts
that were not addressed during the pre-confirmation part of the
case.  Because these issues are not being brought to the Court's
attention through traditional channels (i.e., from the Debtors),
Judge Votolato said he will temporarily withhold entry of Final
Decree and will not rule on any pending applications or motions.

"Although the Court is mindful of the sua sponte nature of this
inquiry, it is what it is, and with no questions coming from any
other quarter, either insider or adversarial, this Court still has
the sometimes unpleasant obligation to ask questions, when no one
else does," Judge Votolato said.

A copy of Judge Votolato's June 28, 2011 Order is available at
http://is.gd/IEsohlfrom Leagle.com

                        About UTGR Inc.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano served
as claims and notice agent.  In its bankruptcy petition, the
Company estimated assets of less than $500 million and debt
exceeding $500 million.

UTGR implemented its reorganization plan on Nov. 5, 2010.  While
UTGR had obtained bankruptcy court confirmation of the Plan
in June 2010, it needed the state to adopt legislation to
implement the reorganization.


VENSURE FEDERAL: NCUA Orders Closure Due to Insolvency
------------------------------------------------------
The National Credit Union Administration liquidated Vensure
Federal Credit Union of Mesa, Ariz., on July 8, 2011.

NCUA made the decision to close Vensure FCU and discontinue its
operation after determining the credit union was insolvent and has
no prospects for restoring viable operations.  At the time of
liquidation the credit union served 140 members and had deposits
of approximately $8.1 million.

Member deposits are federally insured by the National Credit Union
Share Insurance Fund up to $250,000. NCUA's Asset Management and
Assistance Center will issue checks to individuals holding
verified share accounts in the credit union within one week.

Vensure Federal Credit Union provided financial services to
employees of Vensure Employer Services, its clients, and other
corporate entities.  Vensure FCU is the twelfth federally-insured
credit union liquidation in 2011.


VICTOR VALLEY: Prime Healthcare to Buy Hospital for $35-Mil.
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Prime Healthcare Services Foundation Inc.
didn't win the initial auction to buy Victor Valley Community
Hospital, it stands to walk out of bankruptcy court today,
July 13, as the new owner of the 101-bed nonprofit hospital in
Victorville, California.

Mr. Rochelle recounts that the Debtor held an auction in November
where someone else won the auction.  Prime was the backup bidder.
When the winner didn't complete the acquisition, Victor Valley
filed papers asking the bankruptcy judge to approve the sale to
Prime for $35 million, including debt assumption.

The hospital, according to the report, said it expects to net
almost $21 million from the sale.

              About Victor Valley Community Hospital

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a 101 acute care bed facility in Victor Valley, in
Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on Sept. 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million.  Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtor as counsel.


VITRO SAB: Beats Back 12 Renewed Involuntary Petitions
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB won a skirmish with holders of some of the
$1.2 billion in defaulted bonds.  The bankruptcy judge in Dallas
wrote an opinion on July 8 denying a request by bondholders to
reconsider rulings in April refusing to put a dozen Vitro
subsidiaries into Chapter 11 involuntarily.  In his opinion last
week, U.S. Bankruptcy Judge Harlin "Cooter" Hale said that the
April rulings weren't "manifest error."  Judge Hale told Vitro to
file papers by July 13 specifying the amount of fees it seeks to
recover as a result of beating back the involuntary petitions.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is the
largest manufacturer of glass containers and flat glass in Mexico,
with consolidated net sales in 2009 of MXN23,991 million (US$1.837
billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

On June 29, 2011, Vitro Packaging de Mexico S.A. de C.V. commenced
a voluntary judicial reorganization proceeding under the Ley de
Concursos Mercantiles before the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, the United Mexican
States.  On June 30, 2011, Vitro Packaging filed a chapter 15
petition (Bankr. N.D. Tex. Case No. 11-34224).

Alejandro Francisco Sanchez-Mujica and Javier Arechavaleta Santos
serve as Foreign Representatives of Vitro S.A.B. de C.V. and Vitro
Packaging de Mexico S.A. de C.V.  The Foreign Representatives are
represented by David M. Bennett, Esq., Katharine E. Battaia, Esq.,
and Cassandra A. Sepanik, Esq., at Thompson & Knight LLP, and
Andrew M. Leblanc, Esq., Risa M. Rosenberg, Esq., Thomas J. Matz,
Esq., and Jeremy C. Hollembeak, Esq., at Milbank Tweed Hadley &
McCloy LLP.

Attorneys for the Ad Hoc Group of Vitro Noteholders are Jeff P.
Prostok, Esq., and Lynda L. Lankford, Esq., at Forshey & Prostok,
LLP, and Allan S. Brilliant, Esq., Benjamin E. Rosenberg, Esq.,
Craig P. Druehl, Esq., and Dennis H. Hranitzky, Esq., at Dechert
LLP.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VITRO SAB: Bondholders Not Required to Disclose Holdings
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, in a short opinion on July 7, U.S. Bankruptcy Judge
Harlin "Cooter" Hale concluded that an ad hoc group of bondholders
isn't obliged to disclose details about purchases and sales of
Vitro securities.  With courts divided on the issue, Judge Hale
took sides with bankruptcy judges having a narrow view of the
disclosure requirement.

Mr. Rochelle relates that Vitro filed papers in U.S. Bankruptcy
Court in Dallas charging the bondholder group with failure to
abide by Bankruptcy Rule 2019, which requires a "committee
representing more than one creditor" to provide details about
trading in company securities.

But Judge Hale concluded that the group isn't a "committee"
because the members represent only themselves and don't purport to
advocate the interest of anyone else.

Mr. Rochelle notes that the U.S. Supreme Court approved an
amendment to Rule 2019 to become effective in December. The
revised rule is intended to create uniformity by clarifying who is
and who isn't required to disclose trading details.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is the
largest manufacturer of glass containers and flat glass in Mexico,
with consolidated net sales in 2009 of MXN23,991 million (US$1.837
billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

On June 29, 2011, Vitro Packaging de Mexico S.A. de C.V. commenced
a voluntary judicial reorganization proceeding under the Ley de
Concursos Mercantiles before the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, the United Mexican
States.  On June 30, 2011, Vitro Packaging filed a chapter 15
petition (Bankr. N.D. Tex. Case No. 11-34224).

Alejandro Francisco Sanchez-Mujica and Javier Arechavaleta Santos
serve as Foreign Representatives of Vitro S.A.B. de C.V. and Vitro
Packaging de Mexico S.A. de C.V.  The Foreign Representatives are
represented by David M. Bennett, Esq., Katharine E. Battaia, Esq.,
and Cassandra A. Sepanik, Esq., at Thompson & Knight LLP, and
Andrew M. Leblanc, Esq., Risa M. Rosenberg, Esq., Thomas J. Matz,
Esq., and Jeremy C. Hollembeak, Esq., at Milbank Tweed Hadley &
McCloy LLP.

Attorneys for the Ad Hoc Group of Vitro Noteholders are Jeff P.
Prostok, Esq., and Lynda L. Lankford, Esq., at Forshey & Prostok,
LLP, and Allan S. Brilliant, Esq., Benjamin E. Rosenberg, Esq.,
Craig P. Druehl, Esq., and Dennis H. Hranitzky, Esq., at Dechert
LLP.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VITRO SAB: Noteholders Skeptical Mediation Will Lead to Accord
--------------------------------------------------------------
The Ad Hoc Group of Vitro Noteholders said in court filings
Thursday they are ready and willing to meet with Vitro, S.A.B. de
C.V. and to engage in settlement negotiations.  However, the
Noteholders are skeptical that going directly to mediation will
lead to a settlement because the parties have not had any
conversations for several months.

According to the Noteholders group, each side blames the other for
the lack of dialog, but assessing blame is hardly productive at
this point.  It is unusual to introduce a third-party (i.e., a
mediator) into the equation prior to there being direct
communications between the two sides.  The group said its members
are a different group than the last one that had settlement
discussions with Vitro, and believes that the first step in any
constructive resolution of this matter would be to have a face-to-
face meeting of principals.  This should be done before any
mediation.

The Noteholders suggested that both sides meet during the week of
July 18 or July 25.  The meeting, the group said, should be a
settlement discussion under Federal Rule of Evidence 408, and
would take place in the New York metropolitan area.  The meeting
would consist of decision-makers, not their assignees. In the
case of Vitro, it should be a representative of Vitro's board of
directors and a representative of the Sada family, Vitro's largest
stockholder.

The Noteholders group also said former Judge James Garrity is an
acceptable mediator to the extent he is available.

In its request, Vitro proposed that mediation will commence on a
mutually convenient date on or after July 27, 2011, and not later
than August __, 2011, and will continue from time to time as may
be acceptable to the Mediator and the Participants.

Vitro Packaging de Mexico S.A. de C.V., commenced together with
its Chapter 15 filing, an adversary proceeding seeking a temporary
restraining order and preliminary injunction against ACP Master,
Ltd.; Ad Hoc Group of Vitro Noteholders; Aurelius Capital Master,
Ltd.; Aurelius Convergence Master, Ltd.; Elliott International
L.P.; The Liverpool Limited Partnership; and Does 1-1000, to bar
them from initiating any action to collect on the debts during the
"gap period," while the Court is considering whether to grant
recognition of the Voluntary Mexican Proceeding as a foreign main
proceeding under sections 1515 and 1517 of the Bankruptcy Code.
The Noteholders objected to the request.

On July 7, the Court granted in part Vitro Packaging's motion to
compel mediation.  

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is the
largest manufacturer of glass containers and flat glass in Mexico,
with consolidated net sales in 2009 of MXN23,991 million (US$1.837
billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

On June 30, 2011, Vitro Packaging de Mexico S.A. de C.V. filed a
chapter 15 petition (Bankr. N.D. Tex. Case No. 11-34224).
Alejandro Francisco Sanchez-Mujica and Javier Arechavaleta Santos
serve as Foreign Representatives of Vitro S.A.B. de C.V. and Vitro
Packaging de Mexico S.A. de C.V.

The Foreign Representatives are represented by:

          David M. Bennett, Esq.
          Katharine E. Battaia, Esq.
          Cassandra A. Sepanik, Esq.
          THOMPSON & KNIGHT LLP
          1722 Routh Street, Suite 1500
          Dallas, TX 75201
          Tel: (214) 969-1700
          Fax: (214) 969-1751
          E-mail: david.bennett@tklaw.com
                  katie.richter@tklaw.com
                  cassandra.sepanik@tklaw.com

               - and -

          Andrew M. Leblanc, Esq.
          MILBANK, TWEED, HADLEY & MCCLOY LLP
          1850 K Street, NW, Suite 1100
          Washington, DC 20006
          Telephone: (212) 835-7500
          Facsimile: (212) 263-7586
          E-mail: aleblanc@milbank.com

               - and -

          Risa M. Rosenberg, Esq.
          Thomas J. Matz, Esq.
          Jeremy C. Hollembeak, Esq.
          MILBANK, TWEED, HADLEY & MCCLOY LLP
          1 Chase Manhattan Plaza
          New York, NY 10005-1413
          Telephone: (212) 530-5000
          Facsimile: (212) 530-5219
          E-mail: rrosenberg@milbank.com
                  tmatz@milbank.com
                  jhollembeak@milbank.com

Attorneys for the Ad Hoc Group of Vitro Noteholders are:

          Jeff P. Prostok, Esq.
          Lynda L. Lankford
          FORSHEY & PROSTOK, LLP
          777 Main St., Suite 1290
          Fort Worth, TX 76102
          Telephone: (817) 877-8855
          Facsimile: (817) 877-4151
          E-mail: jprostok@forsheyprostok.com
                  llankford@forsheyprostok.com

               - and -

          Allan S. Brilliant, Esq.
          Benjamin E. Rosenberg, Esq.
          Craig P. Druehl, Esq.
          Dennis H. Hranitzky, Esq.
          DECHERT LLP
          1095 Avenue of the Americas
          New York, NY 10036
          Telephone: (212) 698-3500
          Facsimile: (212) 698-3599
          E-mail: allan.brilliant@dechert.com
                  benjamin.rosenberg@dechert.com
                  craig.druehl@dechert.com

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VITRO SAB: Credit Agricole Wants to Pursue Claims v. Norteamerica
-----------------------------------------------------------------
Credit Agricole Corporate and Investment Bank on Thursday told the
Bankruptcy Court in Dallas, Texas, it wants no part of the
mediation requested by Vitro, S.A.B. de C.V.

Credit Agricole clarified that it is only a creditor of Vitro
Norteamerica S.A. de C.V., and not (a) a party to any adversary
proceeding, the chapter 15 Case of either Vitro SAB or Vitro
Packaging de Mexico de S.A. de C.V., the concurso mercantil filed
by either Vitro or VPM; or (b) a direct or guarantee (or otherwise
co-obligated) creditor of either Vitro or VPM.

Credit Agricole said it cannot free itself from the litigation
entanglements "so earnestly pursued by Vitro and the
representatives of its noteholders from which dispute Vitro admits
it is entirely estranged."  Credit Agricole contends it should be
relieved of any restraint to pursue remedies other than as to
Vitro and VPM and accordingly, should not be delayed or detained
by the mediation motion.

Credit Agricole is represented by:

          Andrew Brozman, Esq.
          Jeff Butler, Esq.
          Wendy Rosenthal, Esq.
          CLIFFORD CHANCE US LLP
          31 West 52nd Street
          New York, NY 10019-6131
          Telephone: 212-878-8000
          Facsimile: 212-878-8375
          E-mail: andrew.brozman@cliffordchance.com
                  jeff.butler@cliffordchance.com
                  wendy.rosenthal@CliffordChance.com

               - and -

          Holland N. O'Neil, Esq.
          Virgil Ochoa, Esq.
          GARDERE WYNNE SEWELL LLP
          1601 Elm Street, Suite 3000
          Dallas, Texas 75201-4761
          Telephone: 214-999-3000
          Facsimile: 214-999-4667
          E-mail: honeil@gardere.com
                  vochoa@gardere.com

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is the
largest manufacturer of glass containers and flat glass in Mexico,
with consolidated net sales in 2009 of MXN23,991 million (US$1.837
billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

On June 29, 2011, Vitro Packaging de Mexico S.A. de C.V. commenced
a voluntary judicial reorganization proceeding under the Ley de
Concursos Mercantiles before the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, the United Mexican
States.  On June 30, 2011, Vitro Packaging filed a chapter 15
petition (Bankr. N.D. Tex. Case No. 11-34224).

Alejandro Francisco Sanchez-Mujica and Javier Arechavaleta Santos
serve as Foreign Representatives of Vitro S.A.B. de C.V. and Vitro
Packaging de Mexico S.A. de C.V.  The Foreign Representatives are
represented by David M. Bennett, Esq., Katharine E. Battaia, Esq.,
and Cassandra A. Sepanik, Esq., at Thompson & Knight LLP, and
Andrew M. Leblanc, Esq., Risa M. Rosenberg, Esq., Thomas J. Matz,
Esq., and Jeremy C. Hollembeak, Esq., at Milbank Tweed Hadley &
McCloy LLP.

Attorneys for the Ad Hoc Group of Vitro Noteholders are Jeff P.
Prostok, Esq., and Lynda L. Lankford, Esq., at Forshey & Prostok,
LLP, and Allan S. Brilliant, Esq., Benjamin E. Rosenberg, Esq.,
Craig P. Druehl, Esq., and Dennis H. Hranitzky, Esq., at Dechert
LLP.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


WALL STREET: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Wall Street Systems Holdings Inc., a U.S. provider of
treasury and foreign exchange trade processing software and
services and a wholly owned subsidiary of ION Investment Group
(unrated). The outlook is stable.

"At the same time, we assigned a 'B' rating to the company's $25
million senior secured revolving credit facility (RCF) due 2016
and the $200 million first-lien term loan due 2017. The recovery
rating is '3', indicating our expectation for meaningful (50%-70%)
recovery in the event of a payment default," S&P related.

"We also assigned a 'B-' rating to the company's $125 million
second-lien term loan due 2018. The recovery rating is '5',
indicating our expectation for a modest (10%-30%) recovery in the
event of a payment default," S&P added.

"The rating reflects Wall Street Systems' very narrow market
position and a highly leveraged financial profile," said Standard
& Poor's credit analyst William Backus. "Our expectation that the
company will continue to generate stable revenues and positive
free cash flow partially offsets those factors."


WESTLAKE EVERGREEN-DE: Needs More Time to File Schedules
--------------------------------------------------------
Westlake Evergreen-DE, LLC. and its affiliated Debtors ask the
Bankruptcy Court for more time to file the remainder of their
schedules of assets and liabilities and statement of financial
affairs.  The remainder of Debtors' Schedules are due on July 12,
2011. The Debtors seek an additional 17 days -- until July 29 --
to prepare and file the schedules.

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

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

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

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


WESTLAKE EVERGREEN-DE: Sec. 341 Creditors Meeting Set for Aug. 9
----------------------------------------------------------------
The United States Trustee for the Central District of California
will convene a meeting of creditors pursuant to 11 U.S.C. Sec.
341(a) in the bankruptcy cases of Evergreen Plaza Investment-DE,
LLC; 15352 Vanowen Street Apartments-DE, LLC; Normandie Court III-
DE, LLC; Westlake Evergreen-DE, LLC, on Aug. 9, 2011 at 10:00 a.m.
to 12:00 p.m. at RM 105, 21051 Warner Center Lane, in Woodland
Hills, California.

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

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

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

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


WESTPORT PROPERTY: Court Cites Flaws in Plan Outline
----------------------------------------------------
Bankruptcy Judge Thomas J. Tucker declined to grant preliminary
approval of disclosure statement explaining the Combined Plan of
Reorganization and Disclosure Statement filed by Westport Property
Management, Ltd., and its affiliates, citing problems that the
Debtors must correct.  The revised plan outline was due to be
filed no later than July 6, 2011.  A copy of the Court's June 30,
2011 Order is available at http://is.gd/DI4rF7from Leagle.com.

Westport Property Management, Ltd., based in Saint Clair Shores,
Michigan, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 10-75810) on Nov. 29, 2010.  Mark H. Shapiro, Esq. --
shapiro@steinbergshapiro.com -- at Steinberg Shapiro & Clark,
serves as the Debtor's bankruptcy counsel.  In its petition, the
Debtor estimated under $50,000 in assets and between $1 million
and $10 million in debts.  The petition was signed by Jerry W.
Harmon, president.


WII COMPONENTS: Suspending Filing of Reports with SEC
-----------------------------------------------------
WII Components, Inc., filed a Form 15 notifying of its suspension
of its duty under Section 15(d) to file reports required by
Section 13(a) of the Securities Exchange Act of 1934 with respect
to its 10% senior notes due 2012.  Pursuant to Rule 12h-3, the
Company is suspending reporting because there are currently less
than 300 holders of record of the notes.  There are no holders of
the notes as of July 8, 2011.

                       About WII Components

WII Components Inc. manufactures hardwood cabinet doors and
related components in the United States, selling primarily to
kitchen and bath cabinet original equipment manufacturers.

As reported in the TCR on Oct. 27, 2010, Standard & Poor's Ratings
Services assigned its preliminary 'B-' corporate credit rating to
St. Cloud, Minn.-based WII Components Inc.  The rating outlook is
stable.  "The 'B-' preliminary corporate credit rating on WII
reflects its highly leveraged financial risk profile and
vulnerable business risk profile," said Standard & Poor's credit
analyst Pamela Rice.  In November 2010, S&P withdrew all of its
preliminary ratings, including its preliminary 'B-' corporate
credit rating, on WII Components because the company's proposed
$115 million senior secured notes offering was not completed.

The Company reported a net loss of $3.37 million on $145.38
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $15.18 million on $130.45 million of net sales
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$196.13 million in total assets, $130.42 million in total
liabilities and $65.70 million in total stockholders' equity.


* Gay Bankruptcy Won't Be Going to U.S. Supreme Court
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a California bankruptcy won't be the test case
regarding constitutionality of the federal Defense of Marriage
Act.  The U.S. Trustee notified the bankruptcy court last week
that he is withdrawing his appeal from a June 13 opinion by
bankruptcy judges in California concluding that DOMA violates the
Constitution to the extent it prohibits couples in a legal, same-
sex marriages from filing joint bankruptcy petitions.  The U.S.
Trustee recited how the U.S. Attorney General decided earlier this
year that DOMA violated the Equal Protection Clause in the
Constitution.  The case is In re Balas, 11-17831, U.S. Bankruptcy
Court, Central District of California (Los Angeles).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/



                           *********

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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