TCR_Public/110727.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 27, 2011, Vol. 15, No. 206

                            Headlines

177 WESTON ROAD: Court Won't Reopen Foreclosure Proceedings
5TH AVENUE: Kimpton Completes $49-Mil. Acquisition of The Se Hotel
ADVENT PHARMACEUTICALS: Meeting to Form Committee on July 29
ALASKA FUR: Court Grants EDC's Substantial Contribution Claim
ALLEN FAMILY: Unsec. Creditors Object to $68-Mil. Sale to Seaford

ALLEN FAMILY: Committee Gets OK to Tap Lowenstein as Counsel
AMBAC FIN'L: Agrees to Extend OCI Plan Settlement Deadline
BARRY GRANT: High Performance Buys Assets at Bankruptcy Auction
BERNARD L MADOFF: Wilpon Aims to Make Hole in Fraud Transfer Law
BLOCKBUSTER INC: Receives $15.9 Million From Dish Escrow

BORDERS GROUP: DJM to Auction 259 Borders Leases in Next 2 Months
BORDERS GROUP: Books-A-Million Fails to Reach Deal to Buy Stores
BROWN'S CHICKEN: New Owners to Open at Millennium Station
CAMTECH PRECISION: Affiliate Has Until Aug. 15 to File Plan
CAREFREE WILLOWS: Court Denies Employment of Marquis Aurbach

CASELLA WASTE: S&P Affirms 'B+' Corporate Credit Rating
CATHOLIC CHURCH: Milw. Creditors, Abuse Survivors to Probe Clergy
CB HOLDINGS: Settles Restitution Claim vs. Former CEO
CCT COMMUNICATIONS: S.D.N.Y. Bankr. Ct. Rules on GX Contract Rift
CDP CORPORATION: Bankruptcy Judge Won't Enjoin District Court

CENVEO CORPORATION: Moody's Affirms 'B3' Corporate Family Rating
CLASSICSTAR LLC: Ch. 7 Trustee Settles Fraud Claims for $27 Mil.
CONVERGEX HOLDINGS: Could Get Moody's Downgrade After Sale to CVC
COOPER TIRE: S&P Affirms 'BB-' Corporate, Gives Positive Outlook
CRYSTAL CATHEDRAL: Diocese Makes $50 Million Offer

CUMULUS MEDIA: S&P Keeps Ratings on Watch Positive
DAIRY PRODUCTION: Court Clarifies Morgan Joseph Retention Order
DAIVAMATHA ENTERPRISES: Voluntary Chapter 11 Case Summary
DBSD N.A.: Still Fights Over $3 Million in Exit Financing Fees
DEB SHOPS: Wins Approval to Place Assets on Auction Block

DEUCE INVESTMENTS: Chapter 11 Reorganization Case Dismissed
DHILLON PROPERTIES: Alan R. Smith Approved as Bankruptcy Counsel
DOWNEY REGIONAL: Sees Bankruptcy Emergence in September
DTR TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
EDWARD YODER: Files for Bankruptcy to Restructure Debts

ENDEAVOUR INT'L: Moody's Withdraws 'Caa2' Corporate Rating
ENEA SQUARE: Can Use NUCP Cash to Pay June Invoices and Salaries
ENTELOS INC: Drug Test Simulator Files for Chapter 11
EVANS OIL: Court Amends $1-Mil. DIP Financing Order
FIESTA RESTAURANT: Moody's Assigns 'B2' CFR; Outlook Stable

FIESTA RESTAURANT: S&P Assigns Prelim. 'B' Corp. Credit Rating
FORUM HEALTH: Court to Confirm Liquidating Chapter 11 Plan
FOUNTAIN POWERBOAT: Judge Explains Scope of Stay Pending Appeal
FRENCH BROAD: Court Confirms First Amended Plan
FRENCH BROAD: DIP Loan Order Amended to Provide Definition for NSP

GELT PROPERTIES: Voluntary Chapter 11 Case Summary
GENEVA MULTI-FAMILY: Case Could Be Dismissed This August
GLOBAL CROSSING: S.D.N.Y. Bankr. Ct. Rules on CCT Contract Rift
GOLD HILL: Court Schedules Sept. 8 Disclosure Statement Hearing
GOLD HILL: Court OKs Keith Corp as Marketing & Development Agent

GOLD HILL: Court OKs Robert Palmer & Associates as Tax Accountant
GOLF 255: 7th Cir. Affirms Order Closing Bankruptcy Case
GP WEST: Gets Nod to Hire Carrasquillo as Financial Consultant
GP WEST: Obtains OK to Tap Eduardo J. Corretjer Reyes as Attorney
GREAT CANADIAN: Moody's Assigns 'Ba2' Rating to New Revolver

GSC GROUP: Black Diamond Fights Rival Lenders' Bid to Enjoin Sale
HARBOUR EAST: Seeks Authority to Further Use Cash Collateral
HARBOUR EAST: Condo Deposits Are Subject to Lender's Mortgage
HARRISBURG, PA: City Council Rejects State Bailout Plan
HARRY & DAVID: Has Plan Exclusivity Until Nov. 30

HEARUSA INC: Siemens Unit Submits $98-Mil. Competing Offer
ISOLA USA: S&P Assigns 'B' Corporate Credit Rating
JACK IN THE BOX: Moody's Cuts CFR to B1; Ratings to be Withdrawn
JACKSON HEWITT: Wants Immediate Plan Consummation
JACKSON HEWITT: Committee Wins OK to Hire Counsel, Fin'l Advisor

JEFFERSON COUNTY: Rep. Moore Says Sewer Transactions Illegal
JEFFERSON COUNTY: Voting on Bankruptcy Filing, Alternatives
JNL FUNDING: Court Confirms Amended Reorganization Plan
KEELEY AND GRABANSKI: Chapter 11 Trustee Wants Case Converted
KOBRA EFS: Court Denies Plea to Extend Schedules Deadline

LEHMAN BROTHERS: Parties Agree to Hold Rival Plans in Abeyance
LEHMAN BROTHERS: LBI Trustee Appeals $1.1-Bil. Award for Barclays
LEHMAN BROTHERS: Proposes to Settle State Street's $850-Mil. Claim
LEHMAN BROTHERS: NJDT Appeals D&O Payment in FINRA Award
LEHMAN BROTHERS: $1.34 Billion Already Paid to Advisors

LEVEL 3: S&P Affirms 'B-' Corporate Credit Rating
LEVELLAND/HOCKLEY: Committee Taps XRoads as Financial Advisor
LIPENWALD INC: Case Summary & 20 Largest Unsecured Creditors
LOS ANGELES DODGERS: Court OKs Epiq as Claims & Noticing Agent
LOS ANGELES DODGERS: Meeting of Creditors Scheduled for Aug. 17

LOS ANGELES DODGERS: Court Rules MLB Loan Superior to Highbridge
MACCO PROPERTIES: Seeks Dismissal of Chapter 11 Case
MARKET STREET: Court OKs Harold Asher as Forensic Accountant
MAULDING DEVELOPMENT: C.D. Ill. Strict on E-Filing Policy
MCS ADVANTAGE: Moody's Affirms Sr. Secured Debt Rating at 'B2'

MERIT GROUP: To Complete Sale of All Assets Next Month
METROPARK USA: Has Buyer for Trademarks at $175,000
MID-ATLANTIC MULTI-SPECIALTY: Meeting to Form Committee Friday
MILTON EVANS: Dist. Ct. Dismisses Suit v. Mercedes Benz Financial
MITEL NETWORKS: Moody's Affirms B3 Corporate; Outlook Stable

MUMTAZ HANNA GEORGE: Court Cites Flaws in Plan Outline
NALCO COMPANY: Fitch Places 'B+' IDR on Rating Watch Positive
NATIONAL AIRLINES: CEO Personally Liable for Unpaid Tax
NATIONAL ENVELOPE: To Receive $1 Million From Ace
NEW ENGLAND: Moody's Upgrades Bond Rating to 'Ba1'

NORTEL NETWORKS: Seeks to Hire Collins as Special Irish Counsel
NURSERYMEN'S EXCHANGE: Has Final OK to Obtain $3.5MM of DIP Loans
NURSERYMEN'S EXCHANGE: Court OKs Finestone Law Firm as Counsel
NURSERYMEN'S EXCHANGE: Can Hire Omni Management as Claims Agent
NURSERYMEN'S EXCHANGE: Can Hire Katten Muchin as Special Counsel

NURSERYMEN'S EXCHANGE: Committee Taps Epiq as Information Agent
O&G LEASING: Aims Full Repayment of Unsecured Claims in 24 Mos.
OASIS PLUS: Owner Files for Ch. 11 to Stop Foreclosure
PEACH HOLDINGS: Moody's Reviews 'C' Ratings for Possible Upgrade
PERKINS & MARIE: Closes Three Restaurants in South California

PERKINS & MARIE: Committee Asks for OK for Ropes & Gray as Counsel
PERKINS & MARIE: Wins OK for Whitby Santarlasci as Fin'l Advisor
PERKINS & MARIE: Young Conaway Approved as Delaware Counsel
PERKINS & MARIE: Can Hire Troutman Sanders as Bankruptcy Counsel
PETER J GRAVES: Investors Get Final Crack on Lawsuit

PHILADELPHIA ORCHESTRA: Musicians Demands Endowment Information
PHOENIX EMERGENCY: Voluntary Chapter 11 Case Summary
PINNACLE HILLS: Gets Case Dismissal After Abandoning Assets
PONIARD PHARMACEUTICALS: Gets Delisting Notice From Nasdaq
POTLATCH CORP: Moody's Affirms Corporate Family Rating at 'Ba1'

RASER TECHNOLOGIES: Evergreen-FE to Offer Competing Ch. 11 Plan
RCC NORTH: Bankruptcy Judge Curley Won't Recuse Self
REALTY EXECUTIVES: Agents Regroup to Form New Tucson Franchise
REITTER CORP: Termination Date of Term Loans Extended to Sept. 1
REITTER CORP: Has Access to Cash Collateral Until Sept. 1

RENEGADE HOLDINGS: Suit v. Huntington Survives Motion to Dismiss
REVIVAL OUTREACH: Court Cites Flaws in Plan Outline
RICHARD KLARCHECK: Judge Tosses Out Chapter 11 Case
RM HOTELS: Has Deal With Lender, Seeks Case Dismissal
ROBERT'S PLUMBING: Court Says Plan "Fatally Flawed"

ROEDJE CORPORATION: Case Summary & 15 Largest Unsecured Creditors
ROOKWOOD CORP: Judge Rejects Involuntary Bankruptcy Case
ROTHSTEIN ROSENFELDT: Trustee Sues J.R. Dunn Jewelers for $2.4MM
ROUND TABLE: ESOP Trustee Taps Wendel Rosen as Co-Counsel
ROUND TABLE: ESOP Trustee Proposes Boylan Brown as Co-Counsel

ROUND TABLE: Wants to Extend Plan Filing Deadline to Nov. 6
RW LOUISVILLE: Says Noteholder Destroying Reorganization Prospects
SAINT VINCENTS: Court OKs Cain Brothers as Investment Banker
SANDY COVE: Goes Into Receivership, Forced to Close its Doors
SBARRO INC: Column Investments Fights Loan's Debt to Equity Switch

SCOVILL FASTENERS: Meeting of Creditors Scheduled for Aug. 9
SCOVILL FASTENERS: Files Schedules of Assets & Liabilities
SEAHAWK DRILLING: U.S. Trustee Forms 4-Member Creditors Committee
SEAHAWK DRILLING: Can Hire RE/MAX as Barrow Street Lease Brokers
SEAHAWK DRILLING: Sanchez DeVanny OK'd to Handle Spinoff Matters

SEP RIVERPARK: Receivership Services Approved as Property Manager
SHERWOOD BRANDS: US Trustee Has More Time to Challenge Hiring
SHAMROCK-SHAMROCK: Request to Transfer Chapter 11 Case Denied
SPECIALTY PRODUCTS: Judge Rejects Firm's Discovery Bid
STELLAR GT: Meeting of Creditors Continued Until Aug. 1

SWISS CHALET: Obtains OK to Tap Kevane Grant as External Auditors
TEXAS INDUSTRIES: S&P Lowers Corporate Credit Rating to 'B-'
TEXAS RANGERS: Plan Administrator Challenges MLB's Legal Fees
TEXAS WYOMING: Plan Preserved Avoidance Suit v. Shareholders
UNITED GILSONITE: Legal Analysis Approved as Asbestos Consultant

UNITED GILSONITE: Has Until Jan. 17 to File Reorganization Plan
UNITED GILSONITE: Charter Oak OK'd as Panel & FCR's Fin'l Advisor
URBAN WEST: Enters Stipulation With SP4 Re Lift Stay Request
VAN HAM DAIRY: Applies for New Permits for Operation
VITRO SAB: U.S. Units Completes Sale to Sun Capital

WASHINGTON MUTUAL: FDIC Files Reservation of Rights
WHAT A GOOD DOG: Case Summary & 17 Largest Unsecured Creditors
WJO INC: Committee Seeks to Hire Pachulski as Replacement Counsel
W.R. GRACE: Completes Acquisition of De Neef Conchem Group
W.R. GRACE: EPA to Run Tests on Libby Wood Chips

W.R. GRACE: To Present at Jefferies Conference on Aug. 9

* Bank Escapes Injunction for Faulty Mortgage Claims

* Three Bank Failures Bring Year's Total to 58
* Global Corporate Default Tally Up To 19 So Far in 2011
* No U.S. Default, Experts Said at DBR's Annual Roundtable

* Consumers Hit by Crisis Slow to Embrace Banks New Credit Product

* Cohen & Grigsby Taps Ryan Colombo to Labor & Employment Group
* Kinetic Partners Expands Recovery & Restructuring Practice

* Upcoming Meetings, Conferences and Seminars


                            *********


177 WESTON ROAD: Court Won't Reopen Foreclosure Proceedings
-----------------------------------------------------------
Bankruptcy Judge Alan H.W. Shiff denied the request of Fairfield
County Bank for relief from the automatic stay in the bankruptcy
case of 177 Weston Road, LLC.  Fairfield seeks to reopen a
judgment of foreclosure by sale entered by the Connecticut
Superior Court and obtain a new sale date for the real property
owned by 177 Weston Road.  The Bank alleges that the Debtor's
Chapter 11 filing is part of a scheme to delay, hinder or defraud
it.  The Debtor objects, arguing that its petition was not for an
improper purpose.  Rather, it was filed "to obtain protection for
[its] property and reorganize [its] debt".  Moreover, the Bank is
fully secured, and the Debtor's plan will provide for the payment
of the bank's allowed claim.

Fairfield County Bank is represented by:

          Julie A. Manning, Esq.
          SHIPMAN & GOODWIN LLP
          One Constitution Plaza
          Hartford, CT
          Tel: (860) 251-5613
          Fax: (860) 251-5219
          E-mail: jmanning@goodwin.com

A copy of Judge Shiff's July 22, 2011 Memorandum and Order is
available at http://is.gd/LEN55Qfrom Leagle.com.

177 Weston Road, LLC, in Weston, Connecticut, sought Chapter 11
protection (Bankr. D. Conn. Case No. 11-50657) on April 1, 2011.
Judge Alan H.W. Shiff presides over the case.  James M. Nugent,
Esq., and James R. Winkel, Esq., at HARLOW ADAMS AND FRIEDMAN,
serve as bankruptcy counsel.  It scheduled $1,250,000 in assets
and $1,217,207 in debts.  The petition was signed by George
Guidera, member/manager.


5TH AVENUE: Kimpton Completes $49-Mil. Acquisition of The Se Hotel
------------------------------------------------------------------
Jooyoung Kim at CoStar Group reported in its Web site that Kimpton
Hotels & Restaurant Group LLC acquired The Se Hotel in San Diego,
California, from 5th Ave Partners LLC for $49 million.  The hotel
and entertainment complex was sold in an 11 U.S.C. Section 363
sale.  Charles Quinn, Ken Pearson and Lewis Miller of CB Richard
Ellis represented the buyer.  Marc Winthrop and Garrick Hollander
of Winthrop Couchot P.C. represented the seller.

                    About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owned and
operated the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owned next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, assists the Company in its restructuring effort.
Blitz Lee & Company serves as its accountant.  The Company
estimated assets at $10 million to $50 million and debts at $50
million to $100 million.  The Official Committee of Unsecured
Creditors tapped Baker & McKenzie LLP as counsel.


ADVENT PHARMACEUTICALS: Meeting to Form Committee on July 29
------------------------------------------------------------
Roberta DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on July 29, 2011, at 10:00 a.m. in
the bankruptcy case of Advent Pharmaceuticals, Inc.  The meeting
will be held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Advent Pharmaceuticals, Inc., filed a Chapter 11 petition (Bankr.
D. N.J. Case No. 11-25437) on May 18, 2011, in Trenton, New
Jersey.  Barry W. Frost, Esq., at Teich Groh, in Trenton, serves
as counsel to the Debtor.  The Debtor estimated up to $50,000 in
assets and up to $10 million in liabilities.  An affiliate,
Theragen, Inc., sought Chapter 11 protection (Case No. 11-25440)
on the same day.


ALASKA FUR: Court Grants EDC's Substantial Contribution Claim
-------------------------------------------------------------
Bankruptcy Judge Donald MacDonald, IV, granted Export Development
Canada's request for allowance of an administrative expense
priority, saying EDC has made a substantial contribution to Alaska
Fur Gallery, Inc.'s case in accordance with 11 U.S.C. Section
503(b)(3)(D).

EDC seeks to recoup a portion of the attorneys fees it has
incurred in the case, in the sum of $30,000.  Although EDC seeks
administrative priority, it has agreed that its fees will be paid
as a class U-2 claim receiving Option B treatment under the
debtor's modified sixth amended plan of reorganization.

EDC was initially appointed to a creditor's committee.  Although
the committee disbanded, EDC continued to play an active and
constructive role in the case.  It negotiated with the debtor for
better treatment of unsecured creditors' claims, ultimately
leading to the two options found in the debtor's modified sixth
amended plan.  EDC's counsel participated in numerous hearings on
the multiple disclosure statements and plans presented by the
debtor.  EDC also assisted in the amendments ultimately leading to
confirmation of a viable plan.  Effectively, EDC has been a de
facto unsecured creditor's committee, leading to better treatment
for all unsecured creditors in these lengthy, protracted and
highly contested proceedings.

First National Bank Alaska opposes EDC's motion.  FNBA maintains
that the debtor's principals owe the debtor $1.6 million and any
capital contributions are illusory under such circumstances.  FNBA
also contends EDC didn't play a role in obtaining cash
contributions from the debtor's principals.

"I find none of FNBA's arguments persuasive," Judge MacDonald
said.  The judge noted that at the very least, EDC's objections to
old disclosure statements persuaded the principals to increase
their contributions.

A copy of Judge MacDonald's July 21, 2011 Memorandum is available
at http://is.gd/E87WS0from Leagle.com.

                    About Alaska Fur Gallery

Alaska Fur Gallery, Inc., based in Anchorage, filed for Chapter 11
bankruptcy (Bankr. D. Alaska Case No. 09-00196) on April 7, 2009.
Cabot C. Christianson, Esq. -- ecf@cslawyers.net -- at
Christianson & Spraker, serves as bankruptcy counsel.  In its
petition, the Debtor estimated assets and debts between $1 million
to $10 million.  The petition was signed by Magdalena Hausinger,
shareholder.


ALLEN FAMILY: Unsec. Creditors Object to $68-Mil. Sale to Seaford
-----------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that unsecured
creditors of Delaware-based Allen Family Foods Inc. objected
Friday to its proposed sale to Seaford Milling Co. for a maximum
of $68 million, claiming it did not account for administrative
expenses, the true value of the company's assets or probable job
losses.

Law360 says the Creditors Committee objects to the proposed sale
of the Company's most valuable assets for $30 million plus the
value of inventory, which cannot exceed $38 million.

                     About Allen Family Foods

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

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

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

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


ALLEN FAMILY: Committee Gets OK to Tap Lowenstein as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Allen Family Foods, Inc., and its debtor-
affiliates sought and obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to retain Lowenstein Sandler PC
as its counsel, effective as of June 16, 2011.

The professional services that Lowenstein Sandler will provide to
the Committee include, but are not limited to:

   a. providing legal advice as necessary with respect to
      the Committee's powers and duties as an official committee
      appointed under Section 1102 of the Bankruptcy Code;

   b. assisting the Committee in investigating the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtors, the operation of the Debtors' businesses,
      potential claims, and any other matters relevant to the
      case, to the sale of assets or to the formulation of a plan
      of reorganization;

   c. participating in the formulation of a Plan;

   d. providing legal advice as necessary with respect to
      any disclosure statement and Plan filed in the Chapter 11
      cases and with respect to the process for approving or
      disapproving disclosure statements and confirming or
      denying confirmation of a Plan;

   e. preparing on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,
      agreements and other legal papers;

   f. appearing in Court to present necessary motions,
      applications, and pleadings, and otherwise protecting the
      interests of those represented by the Committee;

   g. assisting the Committee in requesting the appointment of a
      trustee or examiner, should this action be necessary; and

   h. performing other legal services as may be required and that
      are in the best interests of the Committee and creditors.

The firm will be paid based on its professionals' adjusted hourly
rates:

     Members (principals) of the Firm               $435 - $895

     Senior Counsel (generally 10 or more years
     experience)                                    $390 - $660

     Counsel                                        $350 - $630

     Associates (generally less than 6 years
     experience)                                    $245 - $470

     Paralegals and Assistants                      $145 - $245

The firm will also be reimbursed for actual and necessary expenses
incurred.

Jeffrey D. Prol, Esq., a member of Lowenstein Sandler, assured the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, and does not
hold or represent any interest adverse to the Committee with
respect to the matters upon which it is to be employed.

                      About Allen Family Foods

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

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

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

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


AMBAC FIN'L: Agrees to Extend OCI Plan Settlement Deadline
----------------------------------------------------------
Ambac Financial Group, Inc. disclosed that at the request of the
Commissioner of Insurance of the State of Wisconsin, and with the
approval of Ambac Assurance Corporation, it has agreed to provide
additional time for OCI to complete its analysis of the Plan of
Reorganization of Ambac Financial Group, dated July 6, 2011, as
filed with the U.S. Bankruptcy Court.  In addition, the agreement
by Ambac Financial to provide additional time will allow Ambac
Financial, the Official Creditor's Committee of Ambac Financial,
Ambac Assurance and OCI to mediate the outstanding issues between
Ambac Financial and Ambac Assurance under the Plan.

Under the original terms of the Plan, Ambac Assurance and OCI
could accept a settlement proposed in the Plan by filing notice
with the Bankruptcy Court by July 29, 2011.  Pursuant to the
agreement among Ambac Financial, Ambac Assurance, OCI, and the
Official Creditor's Committee of Ambac Financial, the Plan
Settlement Deadline has been changed to August 25, 2011.  As a
consequence of the Agreement, the Bankruptcy Court hearing
relating to the approval of the Disclosure Statement, originally
scheduled for August 12, 2011, has been rescheduled for
September 8, 2011, and the Bankruptcy Court hearing relating to
the confirmation of the Plan has been rescheduled for November 8
and 9, 2011.

Kenneth B. Axe, Esq., a member at Lathrop & Clark LLP, in
Madison, Wisconsin -- kaxe@lathropclark.com -- discloses that his
firm represents GE Capital, Liberty Mutual Insurance Company, and
U.S. Bank in matters unrelated to the Debtor.  Lathrop also
represented The Hartford Life Insurance Company, Metropolitan
Life Insurance Company and National Union Insurance Company in
past matters unrelated to the Debtor, he adds.  Lathrop, he
cites, represented the Debtor's affiliate Ambac Assurance UK in
connection with the rehabilitation of AAC, although at present it
is not actively representing Ambac UK.

Notwithstanding those disclosures, Mr. Axe insists that Lathrop
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                       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 US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$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 US$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.


BARRY GRANT: High Performance Buys Assets at Bankruptcy Auction
---------------------------------------------------------------
Hot Rod reported that High Performance Industries has bought the
assets of Barry Grant, Inc. at a bankruptcy auction.

The report recounts that Barry Grant operated its automotive
business while in Chapter 11.  But it never filed a reorganization
plan or sought an exclusivity extension.  The business continued
to lose money and the company attempted to meet cash shortfalls by
selling off assets without obtaining approval to do so.  One of
the largest creditors sought and obtained an order converting the
case converted to Chapter 7 liquidation.  Barry Grant later shut
operations on Feb. 18, 2011.

According to the report, the Chapter 7 trustee concluded that
Barry Grant's debts far exceeded the value of his assets and
abandoned those assets to Barry Grant's secured creditor.  This
secured creditor quickly sold off loans secured by Barry Grant's
real estate including his plant in Georgia and his race car shop
in North Carolina.  After the loans secured by the real estate had
already been sold, High Performance Industries, the company that
also owns Holley, purchased other loans secured by substantially
all of Barry Grant's operating assets. The operating assets
collateralizing these notes were then sold at public auction to
High Performance Industries on July 6, 2011.

Barry Grant filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 08-23484) on Oct. 14, 2008.


BERNARD L MADOFF: Wilpon Aims to Make Hole in Fraud Transfer Law
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. and the Securities Investor Protection Corp. filed
papers on July 22 opposing dismissal of the trustee's $1 billion
lawsuit against Fred Wilpon, Sterling Equities Inc., the owners of
the New York Mets baseball club, and Wilpon's friends, family and
associates.

The report relates that U.S. District Judge Jed Rakoff took the
suit along with 17 others out of bankruptcy court to decide
threshold issues presented in the Wilpon defendants' motion to
dismiss.  Success on Wilpon's principal theories would mean that
customers of registered securities brokers could defeat fraudulent
transfer suits.

According to the report, the trustee is aiming to recover $300
million in what he calls fictitious profits that the Wilpon group
took out of the Madoff firm before the fraud surfaced.   The
trustee is also seeking to take back $700 million in principal
that the Wilpon defendants took from their Madoff accounts in six
years before bankruptcy.  The trustee's theory is based on federal
and state fraudulent transfer laws where he claims that the $700
million represented money stolen from other investors and wasn't
in reality the Wilpon's own investments.  The trustee argues he
can recover the $700 million automatically as a fraudulent
transfer unless the Wilpons can prove they accepted the money in
good faith.  The trustee believes the Wilpons can't prove they
were in good faith because they had seen numerous red flags
indicating Madoff could be a fraud and didn't investigate.

The Wilpons filed a motion to dismiss the suit entirely,
contending there is no basis for the suit even if all the
trustee's factual allegations are taken as true.

According to Mr. Rochelle, in papers filed July 22, the Madoff
trustee and SIPC gave Judge Rakoff their arguments attempting to
explain why the Wilpons' contentions are wrong.  The Wilpons
argued extensively in their papers about how they were in good
faith and thus immunized from the $700 million claim.  In answer,
the Madoff trustee and SIPC cite decisions by district judges in
New York saying that the question of good faith is an affirmative
defense that is premature on a motion to dismiss, where the
contentions in the complaint must be taken as true.  The trustee
and SIPC also disagree with the Wilpons' contention that federal
securities laws don't impose a duty of investigation on brokerage
customers.  The trustee and SIPC rebut the notion that the account
statements are conclusively valid, saying they were a fiction
since no securities were ever purchased.  On the safe harbor
defense, the trustee says the Wilpons don't qualify because
payments weren't "in connection with a securities contract," given
that there were in reality no securities standing behind the
fictitious account statements.

After the Wilpons submit another set of papers on Aug. 12, Judge
Rakoff will hear oral argument from the parties in his courtroom
on Aug. 19.

Mr. Rochelle notes that if the Wilpons win, the other 17 lawsuits
Judge Rakoff has taken under his wing may have the same result.
Given that the bulk of the dismissal motion is based on securities
laws applicable to brokers, success by the Wilpons would mean that
customers of brokers could defeat fraudulent transfer suits when
hedge fund investors in similar circumstances couldn't.  However
Judge Rakoff rules, the case or another similar lawsuit eventually
will go to the U.S. Circuit Court of Appeals in Manhattan.
Because the case raises the question of whether federal securities
laws trump bankruptcy law, Mr. Rochelle says the case conceivably
might end up in the U.S. Supreme Court on the perennially
difficult question of whether Congress meant for one federal law
to pre-empt another.

                      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 July 15, 2011, a total of $6.88 billion in claims by
investors has been allowed, with $794.9 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BLOCKBUSTER INC: Receives $15.9 Million From Dish Escrow
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Blockbuster Inc. worked out the post-closing purchase
price adjustments under the contract where parts of the business
were sold to Dish Network Corp. under a contract with a
$320 million sticker price.  The adjustments, approved by the
bankruptcy judge on July 19, mean that Blockbuster will receive
$15.9 million from the $20 million that was being held in escrow.
The remainder will go to Dish.  The sale to Dish was completed in
April.

According to the report, on July 20, the bankruptcy judge
authorized Blockbuster to make its one remaining employee eligible
for a bonus equal to 1% of distributions made to administrative
creditors and to senior secured creditors.  He will also receive
0.25% of distributions made to secured creditors by July 31.  The
order approving the bonuses says that the bonuses can't exceed
$150,000.  If the Chapter 11 case is converted to a liquidation in
Chapter 7, the order says that the employee will be paid any
bonuses earned before conversion.  In approving the bonus program,
the bankruptcy judge rebuffed the objection from the U.S. Trustee
who said the payments were "primarily for the benefit of the
senior secured lenders who seek to expedite their distributions
prior to July 31."

                     About Blockbuster

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  Blockbuster began the attempted
Chapter 11 reorganization in September with 5,600 stores,
including 3,300 in the U.S.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.

As a result of the asset sale and Chapter 11 cases, the Company is
not currently conducting any business operations.  The Company
expects to file a plan of liquidation with the Bankruptcy Court
and anticipates that the Bankruptcy Court will approve the
appointment of a Chapter 7 trustee to oversee liquidation of the
Company within the next several months.  Since the asset sale
proceeds are significantly less than the Company's pre-petition
liabilities, holders of secured and unsecured debt will receive
substantially less than payment in full for their claims and its
stockholders will receive no value for their shares of the
Company's common and preferred stock.


BORDERS GROUP: DJM to Auction 259 Borders Leases in Next 2 Months
----------------------------------------------------------------
According to Bloomberg News, Andy Graiser, co-president of DJM
Realty, Borders Group, Inc.'s lease and real estate services
provider, says DJM plans to auction 259 Borders leases in two
separate sales, probably in August and September.

                       About Borders Group

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

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

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

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

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

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

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

Borders Group is closing 399 stores after proposals from Hilco and
Gordon Brothers to liquidate the stores after no going concern
bidders submitted alternative offers for the stores.

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



BORDERS GROUP: Books-A-Million Fails to Reach Deal to Buy Stores
----------------------------------------------------------------
Chapter11Cases.com says Books-A-Million, Inc. (NASDAQ: BAMM)
announced Monday in a press release that it will [not] be
acquiring the inventory, fixtures, equipment and leasehold
interests for 30 Borders stores because "the parties could not
agree on terms and the going out of business sales at these
locations commenced."  Borders Group, Inc. received bankruptcy
court approval last week to have liquidators run going-out-of-
business sales at all of its remaining 399 stores, but held out
hope that a deal could be reached with Books-A-Million to save
some of the stores from closing.

According to the report, in the press release announcing that
negotiations had failed, the Chairman, Chief Executive Officer and
President of Books-A-Million said, "we worked exhaustively in an
effort to acquire these stores and reach agreements with all of
the parties whose consent was necessary.  Unfortunately, we were
unsuccessful."  Books-A-Million operates 231 stores under the
names Books-A-Million, Books & Co., and Bookland.  Its stores are
located in 23 states and the District of Columbia.


                       About Borders Group

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

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

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

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

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

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

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

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


BROWN'S CHICKEN: New Owners to Open at Millennium Station
---------------------------------------------------------
Lorene Yue at Chicago Business reports that Brown's Chicken &
Pasta Inc. plans to open a franchise inside Millennium Station in
Chicago, Illinois, in August.  The restaurant chain is now owned
by Pop-Grip.

According to the report, Brown's Chicken filed for bankruptcy
protection as the Company's owners were locked in a protracted
legal battle over the worth of the restaurant chain.  Frank
Portillo Jr., whose brother Dick Portillo owns Portillo Restaurant
Group, had fired partner and minority owner Tim Kennefick.
Mr. Kennefick then tried to cash out his holdings and sued in 2007
when he felt his shares were undervalued by Mr. Portillo.

The report relates that the restaurant chain was put on the
auction block where Pop-Grip, a private investment firm that
includes Mr. Kennefick's children, had the highest bid, $585,000.

Before filing for bankruptcy, Brown's operated 38 restaurants, of
which two are company-owned.  The rest are franchised.  The
company was forced to file for Chapter 11 bankruptcy in December
2009 after a DuPage County judge ruled in favor of a former co-
owner.  Judge Kenneth Popejoy ruled in October 2009 that Thomas
Kennefick, Brown's 37-year former vice president and minority
owner, was owed $882,000 for his share in the company.
Mr. Kennefick owned 36% of the company's stock, while Frank
Portillo Jr., Brown's chairman and co-founder, owned 64%.


CAMTECH PRECISION: Affiliate Has Until Aug. 15 to File Plan
-----------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida extended R & J National Enterprises,
Inc.'s exclusive periods to file and solicit acceptances for a
proposed plan of reorganization until Aug. 15, 2011, and Oct. 17,
respectively.

R & J National is a debtor-affiliate of Camtech Precision
Manufacturing, Inc.

                      About Camtech Precision

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 10-22760) on May 10, 2010.  Craig I Kelley, Esq., who has an
office in West Palm Beach, Florida, assists the Company in its
restructuring effort.  According to the schedules, the Company
says that assets total $10,977,673 while debts total $14,625,066.

The Company's affiliate, R&J National Enterprises, Inc., filed a
separate Chapter 11 petition.


CAREFREE WILLOWS: Court Denies Employment of Marquis Aurbach
------------------------------------------------------------
The Hon. Mike K. Nakagawa of the the U.S. Bankruptcy Court for the
District of Nevada denied Carefree Willows, LLC's request to
employ Marquis Aurbach Coffing as its special litigation counsel.

As reported in the Troubled Company Reporter on April 25, 2011,
MAC will represent the Debtor in an action to determine the amount
of AG/ICC Willows Loan Owner, LLC's claim.  The determination of
the claim is important to the Debtor as the amount of debt owed to
AG/ICC will be used in the Debtor's plan of reorganization.

David T. Duncan, Esq. of MAC -- dduncan@maclaw.com -- disclosed
that:

   (a) PSASP Trust, UAD 10/28/94, a revocable trust of which
       Phillip Aurbach is the Trustee, is a limited partner of
       Carefree Holdings Lill1ited Partnership;

   (b) MAC has provided legal services to the Debtor prepetition.
       As a result of providing these services, MAC is owed $552
       for prepetition services that it provided, and is thus a
       creditor of the Debtor.  MAC has agreed to waive its claim
       for payment of prepetition services provided to the Debtor;

   (c) MAC is not and was not, within two years before the
       commencement of this Chapter 11 case, a director, officer,
       or employee of the Debtor.  Mr. Duncan was employed by
       Templeton Development Corporation (an affiliate of the
       Debtor) from January 1, 2007 through February 5, 2010 as
       Vice President of Asset Management.

Mr. Duncan maintained that MAQ is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                    About Carefree Willows LLC

Carefree Willows LLC is the owner of 300-unit Carefree Senior
Living in Las Vegas.  Carefree Willows filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 10-29932) on Oct. 22, 2010.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nevada, serves as counsel to the Debtor.  The Debtor
disclosed $30,604,014 in assets and $36,531,244 in liabilities as
of the Chapter 11 filing.


CASELLA WASTE: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Casella Waste Systems Inc. and revised the
outlook to negative from positive.

At the same time, Standard & Poor's raised its issue rating on the
company's second-lien notes due July 2014 to 'BB' from 'BB-' and
revised the recovery rating to '1' from '2' because of the
assumption of a lower level of priority obligations in its default
scenario. Standard & Poor's affirmed its 'B-' issue rating on the
company's $200 million senior subordinated notes due February
2019. The '6' recovery rating remains unchanged.

The revision of the outlook to negative from positive reflects
Casella's reduced level of headroom under its financial covenants,
which stems from the company's weak performance during the
quarters ended January and April along with the more-restrictive
financial covenant tests enacted during the refinancing of the
credit facility.

"The company has limited headroom under certain financial
covenants, and failure to improve this could keep liquidity under
pressure, which could prompt us to lower the ratings," said
Standard & Poor's credit analyst James Siahaan.

The total leverage ratio maximum in particular leaves little room
for additional debt or weakening financials. Casella could improve
the headroom levels by obtaining a waiver or amendment to the
credit facility, by divesting other assets and using the proceeds
to reduce debt, or by improving its operating performance.

The ratings on Casella reflect a highly leveraged financial risk
profile marked by high debt balances and minimal free cash
generation. Casella's fair business risk profile reflects the
company's participation in an industry with favorable
characteristics, its competitive market positions in its regions,
and its consistent profitability despite its somewhat modest scale
of operations.

With sales of $466 million (after the March facilities
divestiture) for its 2011 fiscal year, Rutland, Vt.-based Casella
is a vertically integrated provider of collection, recycling,
transfer, and disposal services to residential, commercial, and
industrial customers. The company operates predominantly in the
northeastern U.S. and focuses on competing in secondary and
tertiary markets.

The affirmation of the corporate credit rating reflects Standard &
Poor's opinion that Casella's management remains committed to
reducing debt leverage and is likely to adhere to less aggressive
financial policies. The affirmation also incorporates the
expectation of improvement in pricing and volumes, along with a
manageable debt maturity schedule following the company's debt
repayment and refinancing.


CATHOLIC CHURCH: Milw. Creditors, Abuse Survivors to Probe Clergy
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors of the
Archdiocese of Milwaukee and a group of abuse survivors are
seeking permission to question three current and former clergy
members involved in a sexual-abuse scandal, saying a probe is
crucial to the resolution of the archdiocese's bankruptcy case.

                  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).


CB HOLDINGS: Settles Restitution Claim vs. Former CEO
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the former operator of Charlie Brown's Steakhouse
restaurants was authorized by the bankruptcy judge to accept
$110,000 in criminal restitution from former Chief Executive
Officer Russell D'Anton, who is now serving a prison sentence for
taking kickbacks.

The report relates that the Company was also authorized to sell
nine more unused liquor licenses.

                       About CB Holding

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

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

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


CCT COMMUNICATIONS: S.D.N.Y. Bankr. Ct. Rules on GX Contract Rift
-----------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein granted, in part, and denied,
in part, a motion for partial summary judgment in a contract
dispute between Global Crossing Telecommunications, Inc., and CCT
Telecommunications, Inc.  The parties had entered into a series of
agreements under which Global Crossing agreed to provide
telecommunications services to CCT, which in turn resold the
services to third parties.  After Global Crossing stopped
providing some of the services, it commenced the adversary
proceeding primarily seeking declaratory relief, and CCT
counterclaimed, inter alia, for damages arising from Global
Crossing's alleged breach of contract and its violations of the
Federal Communications Act of 1934, as amended, 47 U.S.C. Sections
151 et seq.  Global Crossing moved for partial summary judgment,
presenting two questions to the Bankruptcy Court: is the
limitation on liability in the parties' contract enforceable, and
if it is, what is the scope of the limitation?

In a July 22, 2011 Memorandum Decision and Order, Judge Bernstein
held that the clause is enforceable with respect to all state law
and Communications Act damage claims, and bars claims for
consequential damages.  The judge, however, held that whether it
also bars claims for general, direct damages is unclear and must
be resolved at trial.

The case is Global Crossing Telecommunications, Inc., v. CCT
Communications, Inc., Adv. Proc. No. 07-1942 (Bankr. S.D.N.Y.).  A
copy of Judge Bernstein's ruling is available at
http://is.gd/qaVUWhfrom Leagle.com.

In a separate order, Judge Bernstein denied Global Crossing's
request to default CCT, or in the alternative, preclude it from
opposing Global Crossing's motion for summary judgment on damages.

On Jan. 14, 2011, Global Crossing filed the Summary Judgment
Motion arguing that a clause in the parties' contract limited its
liability for the damages sought by CCT in its counterclaims.
CCT's counsel failed to file timely file a response.

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

Global Crossing is represented by:

          Robert J. Rosenberg, Esq.
          James Brandt, Esq.
          John D. Castiglione, Esq.
          Elizabeth R. Marks, Esq.
          LATHAM & WATKINS LLP
          885 Third Avenue
          New York NY 10022-4834
          Tel: 212-906-1370
          Fax: 212-751-4864
          E-mail: robert.rosenberg@lw.com
                  james.brandt@lw.com
                  john.castiglione@lw.com
                  betsy.marks@lw.com

               - and -

          George Royle V, Esq.
          DRUMMOND WOODSUM & MacMAHON
          84 Marginal Way, Suite 600
          Portland, ME 04101-2480
          Tel: 207-772-1941 ext. 563
          Fax: 207-772-3627
          E-mail: groyle@dwmlaw.com

Attorneys for CCT Communications is:

          James A. Karamanis, Esq.
          ZANE D. SMITH & ASSOCIATES, LTD.
          415 North LaSalle Drive, #300
          Chicago, IL 60610
          Tel: (312) 245-0031
          Fax: (312) 245-0022
          E-mail: james@zanesmith.com

                     About CCT Communications

CCT Communications, Inc., was a common carrier engaged in the
business of buying and reselling telecommunications services.  CCT
filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 07-10210) on
Jan. 29, 2007, represented by Arnold Mitchell, Esq., at Greene
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., at that
time.  Sanford P. Rosen, Esq., at Rosen & Associates, P.C., and
Glenn B. Manishin, Esq., at Duane Morris LLP, also represent the
Debtor.  At the time of the filing, the Debtor disclosed $774,047
in assets and debts of $1,028,249.

CCT filed a Plan of Reorganization on the last possible day --
Nov. 26, 2007 -- to do so as a small business debtor.  The Debtor
intended to fund the plan distributions, at least in part, with
the proceeds generated through adversary proceedings against
Global Crossing Telecommunications, Inc., and Zone Telecom, Inc.
The Honorable Stuart M. Bernstein conducted a two-day evidentiary
hearing, and concluded that CCT is judicially estopped from taking
the position that it is not a small business debtor.  Chief Judge
Bernstein ruled that the case will be dismissed, but the Court
will retain jurisdiction over the adversary proceeding between CCT
and Global Crossing as well as any fee applications by Court-
appointed professionals.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                          *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

The Company's balance sheet at March 31, 2011, showed $2.26
billion in total assets, $2.78 billion in total liabilities and a
$525 million total shareholders' deficit.


CDP CORPORATION: Bankruptcy Judge Won't Enjoin District Court
-------------------------------------------------------------
Bankruptcy Judge Katharine M. Samson denied a request by Kimberly
R. Lentz, the Chapter 7 Trustee for CDP Corporation, Inc., to
enjoin the district court in New Orleans from proceeding on a case
involving ownership of a barge.  Judge Samson granted, in part,
and denied, in part, the Chapter 7 Trustee's "Emergency Motion to
Extend The Automatic Stay To Non-Debtor Third Party And To Stay
All Proceedings In The Louisiana Eastern District Court."

On Aug. 10, 2010, Equipment filed suit in the U.S. District Court
for the Eastern District of Louisiana, asserting that Interstate
Truck and Equipment, Inc., was in possession of a barge, which
rightfully belonged to Equipment.  Interstate avers that it bought
Barge CGB-68017 from J.A.H. Enterprises Inc., d/b/a Henderson
Auctions, which in turn bought it free and clear of all pre-
existing, competing interests at an auction that was authorized by
the Bankruptcy Court and conducted by Taylor Auction & Realty,
Inc., on Oct. 15, 2009, in connection with CDP's bankruptcy case.
Interstate levied a third-party claim against Henderson and Taylor
for any damages it may incur in the Louisiana action.  Taylor, in
turn, made demand on the Chapter 7 Trustee for indemnification for
all costs incurred and damages paid in the Louisiana action.

The Chapter 7 Trustee commenced the adversary proceeding, Kimberly
R. Lentz, Ch. 7 Trustee for Debtor, CDP Corporation, Inc., v.
Cahaba Disaster Relief, LLC, and Equipment Leasing LLC, Adv. Proc.
No. 11-05025 (Bankr. S.D. Miss.), arguing that the Bankruptcy
Court retains jurisdiction to interpret and evaluate the effect of
the order it entered authorizing the sale of the barge, and that
the Bankruptcy Court, through various statutory and inherent
powers, can and should enjoin either the Louisiana District Court
or the Defendants from proceeding with the Louisiana action.

Equipment argues that the question concerning the proper ownership
of the barge must be decided in the Louisiana District Court, and
that the Bankruptcy Court has no jurisdiction to decide the issue.

According to Judge Samson, the Chapter 7 Trustee's Motion is
granted to the extent that Equipment is immediately, preliminarily
enjoined from further prosecution of its claims in the Louisiana
action for a period of 21 days from the date of Judge Samson's
Order to allow the Chapter 7 Trustee time to file motions in the
Louisiana action as the Trustee deems appropriate or necessary in
light of the Bankruptcy Court's opinion.  The Chapter 7 Trustee's
Motion is denied in all other respects.

In denying the Chapter 7 Trustee's request that the Bankruptcy
Court enjoin the Louisiana District Court, Judge Samson held that,
"This Court cannot envision a situation in which it would attempt
to enjoin a federal district court; and the Trustee has not
provided any persuasive authority for such an action."

A copy of Judge Samson's July 22, 2011 Memorandum Opinion and
Order is available at
http://www.leagle.com/xmlResult.aspx?xmldoc=In%20BCO%2020110722650
.xml&docbase=CSLWAR3-2007-CURR from Leagle.com.

                          About CDP Corp.

CDP Corporation, Inc., was in the debris removal business.  CDP
sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 09-50745)
on April 13, 2009.  CDP's Chapter 11 case was converted to a
Chapter 7 liquidation on July 23, 2009.  Kimberly R. Lentz is the
Chapter 7 Trustee appointed to administer CDP's bankruptcy case.


CENVEO CORPORATION: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Cenveo's B3 corporate family
and probability of default ratings (CFR and PDR respectively) as
well as the ratings for all rated debt instruments (see listing
below). The company's SGL-3 speculative grade liquidity rating
(indicating adequate liquidity) remains unchanged as does the
negative ratings outlook. Given the company's somewhat limited
debt amortization capacity, the cost-effective and timely roll-
over of December 2013 and June 2014 subordinated debt issues is a
key component of the ratings assessment at this juncture.

This summarizes Cenveo's ratings and rating actions:

   Issuer: Cenveo Corporation

   -- Corporate Family Rating, Affirmed at B3

   -- Probability of Default Rating, Affirmed at B3

   -- Senior Secured Bank Credit Facility, Affirmed at Ba3 with
      the LGD assessment revised to (LGD2, 15%) from (LGD2, 16%)

   -- Senior Secured Second Lien Notes, Affirmed at B3 (LGD3, 48%)

   -- Senior Unsecured Regular Bond/Debenture, Affirmed at Caa1
      (LGD5, 70%)

   -- Senior Subordinated Regular Bond/Debenture, Affirmed at Caa2
      with the LGD Assessment revised to (LGD5, 89%) from (LGD5,
      88%)

   -- Speculative Grade Liquidity Rating, Unchanged at SGL-3

Outlook Actions:

   -- Outlook, Unchanged as Negative

RATINGS RATIONALE

Cenveo's B3 corporate family rating and probability of default
ratings are a function of the company's limited debt repayment
capacity and the pending need to refinance its subordinated debts
before their late 2013 and mid 2014 maturity dates. A combination
of market-wide and company-specific issues causes Cenveo to have
very poor margins. Aggressive debt leverage compounds matters by
diverting a significant +/- 60% of EBITDA to interest expense;
depending on the economics of the pending sub-debt roll-over, free
cash flow may erode further. As well, Cenveo has only recently
committed to reducing debt and has historically depended on EBITDA
growth as a means of de-levering. In addition, EBITDA growth
relied on an acquisition strategy that used the elimination of
redundant costs to increase EBITDA. Implementation results have
been chequered with the leverage benefit of operational progress
negated by asset write-downs and restructuring costs. While
Moody's expects continued acquisition activity, the company's
ability to access an appropriate amount of junior capital (at
reasonable economic terms) over the next year or so will be a key
milestone. Consequently, Moody's also expects a concerted effort
to optimize refinance execution through reduced leverage, and
anticipate that investments in fixed assets and working capital
will be carefully managed to maximize cash flow available for debt
reduction.

Rating Outlook

Uncertainties related to refinance activities and Cenveo's ability
to access appropriate amounts of junior capital on a timely and
cost-effective basis - in what will be a crowded market place - in
conjunction with ongoing business risks and a still over-leveraged
capital structure, cause the rating outlook to be negative.

What Could Change the Rating - Up

A rating upgrade is not contemplated within the rating horizon.
However, among other things, Moody's would consider an upgrade or
positive outlook if TD/EBITDA leverage were expected to be reduced
to 6.0x or lower on a sustained basis (with Moody's standard
adjustments) and positive free cash flow were expected to be
sustained at approximately 5% of total debt. A rating upgrade
would also have to involve assurance of solid liquidity
arrangements, an absence of near-term refinance risks, improved
industry fundamentals, and a somewhat stabilized business
platform.

What Could Change the Rating - Down

Despite sub debt maturities being nearly two/three years away,
Moody's thinks refinance activity is within the typical 18 month
horizon of Moody's rating outlook, and the concern that the
company potentially experiences difficulty in these requisite
refinancing activities remains integral to the B3 rating and
negative outlook. Since potential default risk increases as the
refinance window shrinks, a lack of refinance progress may provide
a catalyst for near term ratings actions.

In addition, Moody's would consider Cenveo's ratings for potential
downgrade if free cash flow generation was expected to be negative
for a prolonged period and/or if TD/EBITDA was expected to be in
excess of 7x on a sustained basis. A debt-financed acquisition of
more than nominal size and/or adverse liquidity developments (in
addition to those related to refinance matters) could also result
in downward rating pressure.

Company Profile

Headquartered in Stamford, Connecticut, Cenveo Corporation
(Cenveo), a wholly-owned subsidiary of Cenveo, Inc. (a publicly
traded holding company), is involved in commercial printing and
packaging, envelope, form and label manufacturing, and publishing
services.

Cenveo's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Cenveo's core industry and
believes Cenveo's ratings are comparable to those of other issuers
with similar credit risk.


CLASSICSTAR LLC: Ch. 7 Trustee Settles Fraud Claims for $27 Mil.
----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that James D. Lyon, the
Chapter 7 trustee for ClassicStar LLC, on Friday inked $27 million
in settlements with investors accusing the GeoStar Corp.
subsidiary of convincing them to claim $500 million in improper
tax deductions in a fraudulent mare-leasing scheme.

Mr. Lyon granted five investors unsecured claims against the
estate totaling $27 million in order to resolve fraud and
racketeering allegations, according to Law360.

                     About ClassicStar LLC

Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder.  The Company also leased horses and
rents out the reproductive systems of select thoroughbred mares.

The Company filed for Chapter 11 protection (Bankr. E.D. Ky. Case
No.07-51786) on Sept. 14, 2007.  Attorneys at Henry Watz Gardner
Sellars & Gardner, PLLC, represented the Debtor while attorneys at
Stites & Harbison, PLLC, represented the Creditors Committee.

In its petition, the Debtor said assets totaled $227 million,
comprised of account receivable from National Equine Lending
Corp., and debts of $72.7 million.

On April 14, 2008, the Court converted the case to a Chapter 7
liquidation, at the behest of the U.S. Trustee.  James D. Lyon was
appointed to serve as Chapter 7 Trustee.


CONVERGEX HOLDINGS: Could Get Moody's Downgrade After Sale to CVC
-----------------------------------------------------------------
Moody's Investors Service placed ConvergEx Holdings LLC's
(ConvergEx, CFR at B1) ratings under review for possible
downgrade. This action results from ConvergEx's announcement that
it has signed a definitive agreement to be acquired by CVC Capital
Partners.

Moody's said that the acquisition of ConvergEx by CVC could result
in a recapitalization of the company that could result in the
company carrying significantly more debt. In its review, Moody's
will focus predominantly on ConvergEx's pro-forma capital
structure post-acquisition and resulting cash flow leverage (as
measured by Debt/EBITDA).

Moody's expects that a "change of control" provision under
ConvergEx's senior secured bank facilities (first-lien at B1,
second-lien at B2) will result in existing senior secured lenders
debt being repaid upon consummation of the acquisition. Under this
scenario, Moody's ratings of the existing senior secured bank
facilities would be withdrawn upon their repayment.

ConvergEx Holdings, LLC is headquartered in New York, New York.

On Review for Possible Downgrade:

   Issuer: BNY ConvergEx Group LLC

   -- Senior Secured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently a range of B2 to B1

   Issuer: ConvergEx Holdings LLC

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently B1

Outlook Actions:

   Issuer: BNY ConvergEx Group LLC

   -- Outlook, Changed To Rating Under Review From Stable

   Issuer: ConvergEx Holdings LLC

   -- Outlook, Changed To Rating Under Review From Stable

The principal methodology used in this rating was the Global
Securities Industry Methodology published in December 2006.


COOPER TIRE: S&P Affirms 'BB-' Corporate, Gives Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cooper
Tire & Rubber Co. to positive from stable. The corporate credit
rating and other debt ratings on the tire maker are affirmed.

"We are revising our outlook to positive from stable, reflecting
our view that Cooper's reduced cost structure and a gradual
recovery in tire demand could support a higher rating over the
next year," said Standard & Poor's credit analyst Lawrence
Orlowski. "We could raise, for instance, the rating if revenues
rise over 25% in 2011 because of higher volume and price, leading
to a free cash flow to adjusted debt ratio of over 10%," he added.

"Even though we believe that the rise in gas prices and low
consumer confidence could contribute to softening tire demand in
the near term in North America, we expect tire sales over the next
year in this region to grow more in line with the historical
trends. Also, although raw material prices remain volatile, we
believe Cooper will be able to recover the majority of commodity
increases though higher prices or mix," S&P related.


CRYSTAL CATHEDRAL: Diocese Makes $50 Million Offer
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Roman Catholic Diocese of Orange County,
California, said it submitted a $50 million cash offer to buy the
property owned by Crystal Cathedral Ministries, a mega-church in
Garden Grove, California.  The diocese said its offer includes
helping Crystal Cathedral relocate to nearby diocese-owned
property.  The Catholic bishop previously said the diocese has
outgrown its existing Holy Family cathedral, which has 900 seats.

The report relates that under procedures approved by the
bankruptcy court in Santa Ana, California, bids were due July 22
in advance of an Aug. 5 auction and a hearing on Aug. 9 to approve
the sale.  Absent the diocese's offer, the first bid at auction
would have been a $46 million sale and leaseback offer from
Greenlaw Partners LLC.  Chapman University made a similar
$46 million proposal.

                      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.

Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the
Official Committee of Unsecured Creditors.


CUMULUS MEDIA: S&P Keeps Ratings on Watch Positive
--------------------------------------------------
Standard & Poor's Ratings Services announced that Cumulus Media
Holdings Inc.'s decision to move $75 million from its proposed
revolver to its proposed term loan does not impact any ratings.

"The continued CreditWatch listing of Cumulus Media Inc. and its
subsidiary Cumulus Media Holdings reflects our view that
consolidated debt leverage and financial risk for the combined
entity of Cumulus, Citadel, and CMP Susquehanna Radio Holdings
Corp. will be meaningfully lower than at Cumulus prior to the
merger," said Standard & Poor's credit analyst Jeanne Shoesmith.
"The consolidated company's increased scale, geographic diversity,
potentially higher pricing power, along with stronger credit
metrics than premerger Cumulus, could be consistent with a 'B+'
corporate credit rating."

Under the terms of the proposed transaction, which the boards of
both Citadel and Cumulus have approved, Citadel stockholders can
elect to receive $37 in cash and 8.525 shares of Cumulus Class A
common stock for each share of Citadel's common stock. The
transaction values Citadel at an enterprise value of approximately
$2.5 billion. In conjunction with the merger, Cumulus is acquiring
the remaining equity interests in Cumulus Media Partners LLC and
assuming the existing debt at CMP Susquehanna Radio Holdings Corp.
The company plans to refinance all outstanding debt of Cumulus,
CMP, and Citadel as part of the transaction.

The combination will create a new company with a sizable presence
in both large and midsize markets throughout the U.S. "We estimate
that pro forma revenues (assuming no major divestitures) for the
combined entity were roughly $1.2 billion as of March 31, 2011,
which we believe is moderately less than revenues at the second-
largest U.S. radio broadcaster, CBS Corp.," S&P said

"We would likely characterize the combined entity's business risk
profile as weak, because of longer-term structural risks facing
the radio industry," S&P related.

These risks include competition from alternative media, ad rate
integrity, and obstacles to significant growth in digital
contribution, which currently only accounts for 4% of total
industry revenue. The consolidated company's good geographic
diversity and competitive position in midsize and large markets,
as well as its high EBITDA margin, do not offset these risks.

"We would probably consider the combined company's financial risk
profile as aggressive. Under the proposed transaction, we estimate
pro forma lease-adjusted debt will be in the high-6x to low-7x
area (depending on the final stock election by shareholders),
compared to Cumulus' current lease-adjusted debt leverage of 7.0x
on March 31, 2011. If cost synergies are included, pro forma
lease-adjusted debt leverage drops to the low-6x range. For the 12
months ended March 31, 2011, Cumulus converted a healthy 43% of
EBITDA to discretionary cash flow. We estimate that the combined
entity would have a lower EBITDA margin than Cumulus' current
margin of 32.5% as of March 31, 2011, not including the potential
benefit of cost reductions. We believe that conversion of EBITDA
to discretionary cash flow at the combined entity would remain
healthy," S&P related.

"We could raise the ratings if Cumulus completes the acquisition
of Citadel," S&P said.

"In concluding our CreditWatch review, we will evaluate the terms
of the capital structure of the combined entity, as well as its
business and financial strategies," S&P noted.


DAIRY PRODUCTION: Court Clarifies Morgan Joseph Retention Order
---------------------------------------------------------------
Judge James D. Walker, Jr., of the U.S. Bankruptcy Court for the
Middle District of Georgia issued an order on July 5, 2011,
authorizing Dairy Production Systems-Georgia LLC and its debtor-
affiliates to employ Morgan Joseph TriArtisan LLC as their
financial advisor and investment banker, nunc pro tunc to
March 24, 2011.

Judge Walker clarified that Morgan Joseph is only entitled to
receive its Monthly Fees, which will be paid on a monthly basis,
and is no longer automatically entitled to receive any success fee
or the transaction fee described in its Engagement Letter with the
Debtors.

The Court held that Morgan Joseph may be entitled to the award of
a Transaction Fee or success fee for cause shown.  However, the
firm's entitlement to receive the fees and the amount of any fee
will be at the discretion of the Court.

In the event that the Court determines that Morgan Joseph is
entitled to receive an award of a Transaction Fee or success fee,
the cap on the firm's total compensation set forth in the
Engagement Letter will not automatically apply.

All other terms of the Morgan Joseph Retention Order and the
Engagement Letter remains in full force and effect.

"This Order is without prejudice to the rights of [Agricultural
Funding Solutions] or the [Official Committee of Unsecured
Creditors] to object to the award of any Transaction Fee(s) or
success fee(s) to Morgan Joseph," Judge Walker added.

The ruling came following motions for reconsideration filed by AFS
and the Creditors Committee regarding Morgan Joseph's retention.
The Committee had argued that the fees and compensation under the
Morgan Joseph Application were unreasonable and excessive.

                     About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  Morgan Joseph TriArtisan LLC serves as their
financial advisor and investment banker. DPS Georgia disclosed
assets of $6,178,324 and debts of $19,182,907 as of the Petition
Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DAIVAMATHA ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Daivamatha Enterprises, LLC
        dba Westbrae Center
        445 FM 1092, Suite 100A
        Stafford, TX 77477

Bankruptcy Case No.: 11-36207

Chapter 11 Petition Date: July 21, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Reese W. Baker, Esq.
                  BAKER & ASSOCIATES
                  5151 Katy Freeway, Suite 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  E-mail: courtdocs@bakerassociates.net

Scheduled Assets: $3,750,000

Scheduled Debts: $3,186,419

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Thomas M. Mathew, manager


DBSD N.A.: Still Fights Over $3 Million in Exit Financing Fees
--------------------------------------------------------------
American Bankruptcy Institute reports that though DBSD North
America Inc. has court approval for a plan transferring control to
Dish Network Corp., the debtor is battling over roughly $3 million
in exit financing fees from a previous bankruptcy exit plan that
it abandoned.

As reported in the Troubled Company Reporter on July 8, 2011,
BSD North America Inc. has won confirmation of a Chapter 11 plan.
The payment-in-full plan was the result of an auction where first-
lien creditor Dish Network Corp. raised its offer from about $1
billion to $1.49 billion.

                      About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

DISH is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DEB SHOPS: Wins Approval to Place Assets on Auction Block
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge cleared Deb Shops
Inc. to make its way to the auction block, where a debt-
forgiveness offer from the retailer's senior lenders will kick off
the contest for its assets.

                          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.  Kurtzman Carson
Consultants LLC serves as their claims and noticing agent.

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.


DEUCE INVESTMENTS: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina dismissed the Chapter 11 case
of Deuce Investments, Inc.

As reported in the Troubled Company Reporter on June 30, 2011, the
Debtor explained that it has no assets to administer and believes
it is in the best interest of all parties for the case to be
dismissed.

On June 23, 2011, the Court granted Crescent State Bank relief
from automatic stay on the Debtor's property.  Crescent State Bank
was allowed to resume its foreclosure of the property.

Clayton, North Carolina-based Deuce Investments, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
10-01083) on Feb. 12, 2010.  Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A., assisted the Company in its restructuring
effort.  The Company scheduled assets of $17,334,282, and total
debts of $21,297,698 as of the bankruptcy filing.


DHILLON PROPERTIES: Alan R. Smith Approved as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Dhillon Properties LLC to employ the Law Offices of Alan R. Smith
as its counsel.

As reported in the Troubled Company Reporter on April 28, 2011,
Smith has agreed to:

   a. render legal advice with respect to the powers and duties
      of the Debtor that continue to operate its business and
      manage its properties as Debtor in possession;

   b. negotiate, prepare and file a plan or plans of
      reorganization and disclosure statements in connection with
      the plans, and otherwise promote the financial
      rehabilitation of the Debtor;

   c. take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      the Debtor's behalf, the defense of any actions commenced
      against the Debtor, negotiations concerning all litigation
      in which the Debtor is or will become involved, and the
      evaluation and objection to claims filed against the
      estate;

   d. prepare, on behalf of the Debtor, all necessary
      applications, motions, 16 answers, orders, reports and
      papers in connection with the administration of the
      Debtor's estate, and appear on behalf of the Debtor at all
      Court hearings in connection with the Debtor's case;

   e. render legal advice and perform general legal services in
      connection with the foregoing; and

   f. perform all other necessary legal services in connection
      with the Chapter 11 case.

Smith will not be paid by the Debtor, but will be paid by non-
Debtor Dhillon Holdings, Inc. according to these hourly rates:

         Alan R. Smith                             $450

         Contract Attorneys                        $350

         Paraprofessionals:
           Peggy L. Turk                           $205
           Merrilyn Marsh                          $205

        Other paraprofessional services         $75 to $105

The Law Offices of Alan R. Smith certified that it does not hold
or represent an interest adverse to the estate and the members
thereof are "disinterested persons" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                  About Dhillon Properties LLC

Elko, Nevada-based Dhillon Properties LLC, dba Holiday Inn
Express, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
09-54640) on Dec. 31, 2009.  In its schedules, the Company
disclosed assets of $13,217,541, and total debts of $9,260,886.


DOWNEY REGIONAL: Sees Bankruptcy Emergence in September
-------------------------------------------------------
The Downey Patriot reports that Downey Regional Medical Center is
aiming to exit Chapter 11 protection in September.

According to the report, Rob Fuller, executive vice president and
chief operations officer of Downey Regional Medical Center, said
"[The Company] continued to pay a lot of debt the past two years
through financial arrangements with banks, obtained invariably
with difficulty, but successfully nevertheless.  Although the
hospital's dysfunctional financial process has had an overhaul,
[The Company] still faced with a tough payment schedule."

Mr. Fuller said DRMC has just borrowed an additional
$56.5 million, $45 million of which is earmarked for paying off
"most of very, very old debts," with the balance going to be used
for working capital, notes the report.

The report says Mr. Fuller estimates DRMC's working capital needs
right now range from $5 million to $10 million a year.

One of the conditions mandated by the U.S. Bankruptcy Court was
the preparation of a viable reorganization plan.

According to the report, Mr. Fuller said three inspectors from a
medical accreditation group made an exhaustive audit of DRMC
facilities and operations, and came away impressed with the
process improvements the hospital had instituted following its
crafted reorganization plan.  Mr. Fuller added that a pre-
inspection for DRMC's ISO 9001 certification was already performed
and the inspector said he would recommend certification.

                      About Downey Regional

Downey Regional Medical Center is a 90-year-old, 199-bed, not-for-
profit regional hospital and medical center in Southeast Los
Angeles County, California.  Regional Medical sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 09-34714) on Sept. 14,
2009.  Lisa Hill Fenning, Esq., at Arnold & Porter LLP in Los
Angeles, represents the Debtor in its restructuring effort.  In
its petition, the Debtor estimated assets and debts between
$10 million and $50 million.


DTR TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: DTR Technologies, LLC
        2525 W 6th Ave
        Denver, CO 80204

Bankruptcy Case No.: 11-27446

Chapter 11 Petition Date: July 22, 2011

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Garry R. Appel, Esq.
                  APPEL & LUCAS, P.C.
                  1660 17th St., Suite 200
                  Denver, CO 80202
                  Tel: (303) 297-9800
                  E-mail: appelg@appellucas.com

Scheduled Assets: $841,704

Scheduled Debts: $1,206,989

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-27446.pdf

The petition was signed by Grant Mobley, CEO/managing member.


EDWARD YODER: Files for Bankruptcy to Restructure Debts
-------------------------------------------------------
Edward O. Yoder sought Chapter 11 bankruptcy protection (Bankr.
E.D. Va. Case No. 11-73305) on July 21, 2011).

Tom Shean at the Virginian-Pilot reports that, after battling with
a bank over bad real estate-development loans, Mr. Yoder, the
president of Monarch Mortgage, filed in federal bankruptcy court
to restructure more than $5 million of personal debts.

According to the report, in his Chapter 11 filing in the Norfolk
court, Edward O. Yoder included $5.25 million in claims involving
Hampton Roads Bankshares Inc. and its Bank of Hampton Roads
subsidiary.

The Virginian-Pilot notes that as president of Monarch Bank's
Monarch Mortgage unit, Mr. Yoder has managed a key source of
earnings for Monarch Financial Holdings Inc., a Chesapeake-based
bank holding company.  Monarch Mortgage closed $1.62 billion of
loans last year and generated almost two-thirds of the company's
revenue for 2010.

According to his bankruptcy filing, Mr. Yoder provided personal
guarantees on $2.5 million of bank loans that financed the
development of a residential project in Manteo, N.C.  He also
listed bank debts of $2 million for an unimproved lot in Manteo
and $360,000 for a rental property in Kitty Hawk, N.C.

The report says Bank of Hampton Roads sued Mr. Yoder, a partner
and their real estate partnership two years ago to recover
$2 million that the bank said Gateway Bank & Trust lent in 2006.
Hampton Roads Bankshares acquired Gateway at the end of 2008 and
later absorbed it into Bank of Hampton Roads.

Mr. Shean relates that Mr. Yoder and Mark C. France, managing
partner of the Down East Equity Partnership, agreed to use the
loan to buy 10 acres and develop the property into a 41-lot
subdivision, Bank of Hampton Roads said in its lawsuit.

The suit, filed in Virginia Beach Circuit Court, said Gateway
granted the borrowers a one-year extension for the loan in 2007.
A year later, the bank granted another extension, increased the
loan's size and reduced the interest rate, according to the suit.

The report notes that Bank of Hampton Roads denied the
allegations.  The bank's suit, which had been scheduled to go to
trial, was transferred to the U.S. Bankruptcy Court in Norfolk on
Friday.

Mr. Yoder said he was negotiating with Bank of Hampton Roads and
hoped to resolve the case by moving the disputed loans elsewhere.


ENDEAVOUR INT'L: Moody's Withdraws 'Caa2' Corporate Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn the ratings for Endeavour
International Corporation since its June offering of $250 million
senior notes due 2016 was suspended for the time being due to
market conditions and the company is not currently marketing those
senior notes. No other Endeavour debt is currently rated.

The ratings withdrawn include Endeavour's Caa2 Corporate Family
Rating, Caa2 (LGD 4, 57%) rating on its proposed $250 million
senior notes due 2016, and the SGL-3 Speculative Grade Liquidity
Rating.

The principal methodology used in rating Endeavour International
Corporation was the Independent Exploration and Production (E&P)
Industry published in December 2008.

Endeavour International Corporation is a publicly traded
independent exploration and production company headquartered in
Houston, Texas.


ENEA SQUARE: Can Use NUCP Cash to Pay June Invoices and Salaries
----------------------------------------------------------------
On July 7, 2011, the U.S. Bankruptcy Court for the Northern
District of California entered its order approving the stipulation
of secured creditor NUCP Fund I, LLC, and Debtor Enea Square
Partners LP, authorizing the Debtor to use cash collateral: (a) to
pay certain accounts payable totaling $67,817 for the month of
June 2011, and (b) to pay salaries of five persons for the month
of June 2011 not to exceed $25,000.

This order relates to the Debtor's real property and improvements
located at 1450 Enea Circle, 1465D Enea Circle, 1465E Enea Circle,
1485 Enea Court, and 1470 Enea Circle, in Concord, California,
which are encumbered in favor of NUCP, as successor-in-interest of
Comerica Bank.  The revenues generated by these properties
constitutes cash collateral of NUCP.

As adequate protection for the month of June 2011, Debtor is
authorized to immediately disburse $32,500 to NUCP.

As reported in the TCR on May 24, 2011, NUCP asserts a claim
amounting to $19,500,000.

                     About Enea Square Partners

Concord, California-based, Enea Square Partners, LP filed for
Chapter 11 protection (Bankr. N.D. Calif. Case No. 11-44888) on
May 4, 2011.  Bankruptcy Judge Roger L. Efremsky presides over the
case.  Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes And
Kuhner, represents the Debtor in its restructuring effort.  The
Debtor estimated assets and debts at $10 million to $50 million.


ENTELOS INC: Drug Test Simulator Files for Chapter 11
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Entelos Inc., a developer of software for computer
simulation of clinical trials for new drugs, filed for Chapter 11
protection (Bankr. D. Del. Case No. 11-12329) on July 25, 2011, in
Delaware, the same day the landlord of the head office was going
to court in California seeking eviction.

Mr. Rochelle notes that the Forest City, California-based company
has a contract to sell the business to secured lender Imperium
Master Fund Ltd., which is owed $8.4 million, and is the owner of
all the preferred stock.  If the bankruptcy judge in Delaware
agrees, other bids would be due Aug. 26, followed by a Sept. 2
auction and a Sept. 8 hearing for approval of the sale.

The petition says the Internal Revenue Service is owed
$1.29 million, with another $289,000 owing California taxing
authorities for payroll taxes. Unsecured creditors in total are
owed $10 million, according to a court filing.

Revenue in the first six months of 2011 was $2.6 million.
Expenses in the period were $5.7 million.  The Company said that
the capital markets are "too stingy" to permit raising new
investments.


EVANS OIL: Court Amends $1-Mil. DIP Financing Order
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered an amended order on the postpetition financing facility of
Evans Oil Company LLC, et al., to emphasize certain lien
notations.

As reported under the June 16, 2011 edition of the Troubled
Company Reporter, Judge David H. Adams authorized the Debtors to
obtain debtor-in-possession financing from Naples Lending Group,
L.C., to fund ongoing working capital needs and pay fees and
expenses owed to the DIP Lender.  The DIP Financing consists of a
total DIP Facility of $1,000,000 secured by a first priority lien
on 19 titled vehicles and a first priority lien on the 12 titled
vehicles.  The interest is set at a fixed rate of 7.75% per annum,
payable monthly in arrears, provided that in no event will default
interest exceed 24%.  In no event will the payment to establish
and fund the Interest Reserve payable exceed a further payment of
$19,375 in addition to the $19,375 authorized under the Interim
Order.  The DIP Obligations will be due and payable six months
after the date of the initial funding of the DIP Facility.

To permit Naples Lending and General Electric Capital Corporation
to perfect their respective liens as granted in the Final DIP
Order by noting them on the vehicles' certificates of titles, the
local tax collectors required that the Debtors obtain an amended
final order adding specific provisions expressly ordering the
Florida Department Of Highway Safety and Motor Vehicles to make
such lien notations utilizing specific language as they have
directed.  The requirements are noted under the Amended DIP Order.

A full-text copy of the Amended DIP Order, dated July 7, 2011, is
available for free at:

    http://bankrupt.com/misc/EVANSOIL_amendedDIPordJul7.pdf

                        About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP as bankruptcy counsel serve
as bankruptcy counsel to the Debtors.  Garden City Group Inc. is
the claims and notice agent.  The Parkland Group Inc. is the
restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


FIESTA RESTAURANT: Moody's Assigns 'B2' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Fiesta
Restaurant Group's proposed $200 million guaranteed senior secured
second lien notes. Moody's also assigned a B2 Corporate Family
Rating and B2 Probability of Default Rating to the company. The
rating outlook is stable.

RATINGS RATIONALE

Carrols Restaurant Group, Inc., the publicly traded ultimate
parent of Fiesta, announced its intention in February 2011, to
split its business into two separate, publicly traded companies
through the tax-free spin-off of its Hispanic Brands to its
stockholders. As per the "spin-off" transaction, Fiesta would own
and operate the Pollo Tropical and Taco Cabana businesses, while
Carrols would continue to own and operate its more than 300
franchised Burger King restaurants through its subsidiary, Carrols
LLC ("Carrols BK"). The "spin-off" transaction is expected to be
consummated by the end of 2011.

As part of the contemplated transaction, Carrols is refinancing
its existing debt and separately financing the Burger King and
Hispanic Brand businesses ("re-financing transaction"). The
proposed capital structure for Fiesta includes an un-rated $25
million first lien revolving credit facility due Feb 2016 and $200
million senior secured second lien notes due August 2016. Proceeds
from the proposed senior secured second lien notes, will be
distributed to the parent company, Carrols Corporation ("Carrols
Corp"), to enable Carrols Corp to repurchase its outstanding 9%
senior subordinated notes due 2013 and repay outstanding
borrowings under the existing Carrols Corp senior credit facility.

The re-financing transaction is expected to close in August, which
is before the expected consummation date of the spin-off
transaction. The assigned ratings are not contingent on the
consummation of the "spin-off" transaction. Furthermore, the
assigned ratings are subject to receipt and review of final
documentation.

Ratings assigned:

Corporate Family Rating (CFR) at B2

Probability of Default Rating (PDR) at B2

$200 million guaranteed senior secured second lien notes due 2016
at B2 (LGD 4, 50%)

The ratings outlook is stable

Fiesta's B2 Corporate Family Rating reflects the company's high
pro forma financial leverage and modest interest coverage, as well
as its small scale relative to segment competitors. The rating
also reflects the company's significant geographic concentration,
niche focus on the "Hispanic/Ethnic" food category and near-term
risk of management distraction due to the "spin-off" transaction.
These factors are offset by the company's presence in the fast
growing quick casual restaurant segment, reasonable brand
awareness within its primary markets and adequate liquidity.

Pro forma for the spin-off transaction and assuming that the
substantial majority of the "On-balance sheet" lease financing
obligations qualify for sale/leaseback accounting and are treated
as operating leases, Fiesta's debt/EBITDA will likely be around
5.5 times and EBITA coverage will be 1.5 times.

The stable outlook reflects Moody's view that debt protection
metrics will improve gradually over the next twelve to eighteen
months driven largely by earnings improvement rather than by
reduction in funded debt. Moody's expects that most of Fiesta's
excess cash flow will be allocated towards funding its growth
through company owned restaurants.

A higher rating would require sustained strengthening of the
company's credit metrics and operating margins, as well as
increasing scale, while improving its liquidity profile.
Specifically, a higher rating would require debt/EBITDA below 5.0
times on a sustained basis and EBITA coverage of gross interest of
around 2.0 times.

Downward pressure on ratings could stem from a deterioration in
the company's credit metrics or liquidity profile, resulting from
a decline in same store sales trends, margins or free cash flow.
Quantitatively, ratings could be downgraded if debt/EBITDA is
sustained above 6.0 times or interest coverage on an
EBITA/Interest basis remains lower than 1.25 times.

The principal methodology used in rating Fiesta was Moody's Global
Restaurant Industry rating methodology, published in June 2011.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Fiesta Restaurant Group, Inc. is an operator and franchisor of two
Hispanic brand quick-casual restaurant concepts: Pollo Tropical
and Taco Cabana. The company owns and operates 246 restaurants in
5 states in the United States and franchises 34 restaurants in the
United States, Puerto Rico, Ecuador, Honduras, Trinidad and the
Bahamas.


FIESTA RESTAURANT: S&P Assigns Prelim. 'B' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Syracuse, N.Y.-based Fiesta Restaurant
Group Inc. The outlook is stable.

"At the same time, we assigned a preliminary 'B' rating to the
company's proposed $200 million second-lien secured notes. We rate
the notes the same as the corporate credit rating, and assigned a
preliminary '4' recovery rating to the debt, indicating our
expectations of average (30%-50%) recovery of principal in the
event of default," S&P said.

The company intends to use the proceeds from the note issuance and
funds from a new term loan issued at Carrols LLC, a subsidiary of
Carrols that owns and operates approximately 300 Burger King
restaurants, to pay Carrols' current debt obligations. These
transactions will allow Carrols to spin off Fiesta later this
year. Fiesta, at that point, will independently operate Carrols'
current Hispanic brands, Pollo Tropical and Taco Cabana.

"The preliminary speculative-grade rating on Fiesta reflects our
expectation that the company's credit ratios will remain
characteristic of a 'B' rating," said Standard & Poor's credit
analyst Charles Pinson-Rose, "given its participation in the very
competitive restaurant industry and our view that the company's
business risk profile is weak." "Although we are forecasting
better profits as a result of higher same-store sales and new unit
growth, we do not expect to change our highly leveraged assessment
of Fiesta's financial risk profile."


FORUM HEALTH: Court to Confirm Liquidating Chapter 11 Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in Youngstown, Ohio, will sign a
confirmation order approving the Chapter 11 plan for not-for-
profit Forum Health, court records show.  The plan was designed to
pay unsecured creditors about 5% on their $167 million in claims.
No secured claims remain.

                        About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  In its
petition, Forum Health estimated $100 million to $500 million in
assets and debts.

McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A.,
serve as the Debtors' chapter 11 co-counsel.  Huron Consulting
Services LLC is the Debtors' Chief Restructuring Officer and
Financial Support Personnel.  Houlihan Lokey Howard and Zukin
Capital, Inc. are the Debtors' investment bankers.  Ernst & Young
LLP is the Debtors' independent auditor.  Baker and Hostetler and
Thompson Hine LLP serve as special counsel.  Squire, Sanders &
Dempsey LLP serve as the bond counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Alston & Bird LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Grant Thornton LLP is the financial advisor
to the Creditors Committee.

Forum Health, which operated Trumbull, Northside Medical Center
and Hillside hospitals in Ohio, sold most of its assets at an
auction in August 2010 to CHS Community Health Systems Inc. for
$120 million.  Secured bonds were paid in full from the sale.


FOUNTAIN POWERBOAT: Judge Explains Scope of Stay Pending Appeal
---------------------------------------------------------------
Bankruptcy Judge Randy D. Doub held that F.R.B.P. Rule 8005 limits
the stay pending appeal entered by the bankruptcy court until
entry of judgment by the district court on an appeal of the
bankruptcy court order, judgment or decree.

In the bankruptcy case of Fountain Powerboat Industries, Inc.,
Liberty Associates, L.C., the co-proponent of the confirmed
reorganization plan, took an appeal from the Bankruptcy Court's
order granting the Debtors' investment banker, Michael T. Jacobs
and Jacobs Capital LLC, $370,000 in compensation and allowing the
fee as an administrative claim to be paid pursuant to the terms of
the confirmed Amended Plan.  At the behest of John Northen,
counsel for the Debtors, the Bankruptcy Court granted a stay of
the Fee Order pending appeal upon the posting of a $370,000
supersedeas bond.  Liberty posted the bond.

On April 12, 2011, the Hon. Malcolm J. Howard, U.S. District Judge
for the Eastern District of North Carolina, entered an order
affirming the Fee Order.  On May 11, 2011, Liberty filed its
Notice of Appeal of the District Court Order to the U.S. Court of
Appeals.  Upon the expiration of the automatic 14-day stay of the
judgment and order of the District Court under Bankruptcy Rule
8017, Jacobs informed Liberty that it intended to collect its
judgment against the Bond should Liberty fail to timely pay the
administrative fee awarded to Jacobs.  As a result of this demand,
Liberty asked the Bankruptcy Court to take any steps necessary to
implement and enforce the provision of its Stay Order, including,
without limitation, entering an Order specifically prohibiting
Jacobs from making any demand or claim against the Bond until such
time as no appeal of the Fee Order was pending.

Jacobs objects, arguing that the stay pending appeal has been
terminated and asserting that Bankruptcy Rule 8005 governs only
the appeal from the bankruptcy court to the district court.

Liberty disagrees and asserts the stay was granted and its bond
posted in compliance with the Stay Order allowed under Bankruptcy
Rule 8005.  Since it complied with the requirements of the Stay
Order and Bankruptcy Rule 8005, it argues that the stay pending
appeal is therefore, effective through the entire appeals process.

According to Judge Doub, the Bankruptcy Court could have fashioned
its Stay Order to be effective through the entire appeals process.
However, counsel for the Debtors specifically requested a stay
pending the appeal.  Counsel for Liberty stated at one point
during the hearing that he proposed a stay pending the appeals
process.  The language used in the order specifically refers to
the "appeal" and neither party sought to have the court reconsider
its order.

"Therefore, this Court holds that Bankruptcy Rule 8005 limits the
stay pending appeal entered by the bankruptcy court until entry of
judgment by the district court on an appeal of the bankruptcy
court order, judgment or decree. This holding does not prejudice
the appellant, Liberty, from seeking a stay pursuant to Bankruptcy
Rule 8017(b) for its appeal from the district court to the court
of appeals.  By holding otherwise, this Court would be expanding
the meaning of Bankruptcy Rule 8005 beyond its intended scope and
encroaching upon the powers to stay a judgment of the district
court which is specifically reserved to the district court under
Rule 8017(b)," Judge Doub said.

Although Judge Doub sided with Jacobs, he held that any effort to
file a claim against the bond by Jacobs at this time is
temporarily stayed for a period of 14 days from the entry of the
order to permit Liberty to file a motion pursuant to Bankruptcy
Rule 8017(b) for the district court to consider whether it should
stay its judgment affirming the bankruptcy court order during the
pendency of the appeal to the court of appeals.

If no such motion is filed within the 14-day period, then the
temporary stay is lifted.  If such motion is timely filed, Jacobs
is temporarily stayed from efforts to file a claim against the
bond until such time as the District Court has issued its order as
to the imposition or not, of a stay of the district court judgment
affirming the order of the bankruptcy court pending the appeal to
the court of appeals or posting of a bond or other security, or
continuation, modification, or release of the present bond,
pursuant to Bankruptcy Rule 8017(b).

A copy of Judge Doub's July 22 Order is available at
http://is.gd/2lUYSefrom Leagle.com.

                     About Fountain Powerboat

Fountain Powerboat Industries, Inc., Fountain Powerboats, Inc.,
Fountain Dealers' Factory Superstore, Inc., and Baja By Fountain,
Inc., filed separate Chapter 11 petitions (Bankr. E.D.N.C. Case
Nos. 09-07132, 09-07133, 09-07134 and 09-07135) on Aug. 24, 2009.
On Jan. 29, 2010, the Debtors and Liberty Associates L.C. filed
their First Amended Joint Plan of Reorganization.  On Feb. 11,
2010, the Court entered an order confirming the First Amended
Joint Plan of Reorganization.


FRENCH BROAD: Court Confirms First Amended Plan
-----------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, on July 21, 2011, confirmed the First Amended Chapter 11
Plan of French Broad Place, LLC.

A copy of the order confirming the plan and a copy of the First
Amended Plan is available at:

    http://bankrupt.com/misc/frenchbroad,confirmationorder.pdf

According to the Disclosure Statement, the Plan provides for
creditors to be paid in full from the sale of units by French
Broad Place.  Under the Plan, Metromont Corporation, owed
$2,961,431 for its DIP claim, will receive 10% per annum accrued
interest for a period of 13 months, principal reduction will be
paid periodically as future inventory sales close on account of
Metromont's secured claim.  Metromont will receive 40% of all
future net sales proceeds to be applied to the principal loan
balance outstanding.

Ashville Savings Bank, owed $8,620,619, secured by a second lien
deed of trust on the assets of the Debtor, will receive 40% of all
future sales net proceeds applied to the principal loan balance
outstanding on account of Ashville's impaired secured claim.  Once
the DIP loan is repaid 100%, then 100% of the future NSP will be
paid to Ashville as loan principal reduction until paid in full
with interest at the contract rate.

Metromont, owed $2,765,234 secured by a third lien deed of trust,
will not be paid interest or principal during the DIP loan tenure.
The second deed of trust contract note will accrue interest at 5%
from the date of the Plan.  Once the DIP loan is repaid 10% and
Ashville Savings Bank is repaid 100%, then Metromont will receive
monthly interest at 5% and 100% of future NSP until repaid 100%.

Ed Burdette Construction, holder a materialman's/mechanics lien in
the amount of $2,627,773, will have its claim paid as a general
unsecured claim.

General unsecured creditors, expected to total $3,300,000, which
includes the secured claim of Ed Burdette, will be paid in full
over a period of three years.

A copy of the Court-approved Disclosure Statement is available for
free at http://bankrupt.com/misc/French_Broad_Final_DS.pdf

                        About French Broad

French Broad Place LLC was formed for the development of a 48-unit
mixed used real estate community in downtown Brevard, North
Carolina.  The owners -- led by Scott Latell and Joshua Burdette
as managing members -- have over $4,500,000 of cash equity in the
development to date.  Appraisals conducted in the spring of 2010
valued the property from $10,500,000 to $12,5000,000.  Secured
claims by lenders exceed $14,000,000.

French Broad Place LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-10335) on March 25, 2010.  Edward C.
Hay, Jr., Esq., at Pitts, Hay & Hugenschmidt, P.A., in Asheville,
N.C., represents the Debtor.  The Company disclosed $20,171,100 in
assets and $14,395,245 in liabilities as of the Chapter 11 filing.


FRENCH BROAD: DIP Loan Order Amended to Provide Definition for NSP
------------------------------------------------------------------
On July 21, 2011, with the full consent of affected parties
Metromont Corporation, Asheville Savings Bank, S.S.B., Smoky
Mountain Materials, Inc., and Debtor French Broad Place, LLC, the
U.S. Bankruptcy Court for the Western District of North Carolina,
amended its order dated Aug. 6, 2010, approving obtaining credit
in the Debtor's Chapter 11 case, to provide that the definition of
"net sales proceeds" and/or "net proceeds of sale", should be the
same as provided in the Debtor's Chapter 11 Plan, which is as
follows:

"Net Sales Proceeds" means the balance remaining from the sale of
a unit after payment of real estate sales commissions, applicable
Chapter 11 quarterly fees, and closing costs normally borne by the
seller (and specifically does not include overhead and salaries).

On Aug. 6, 2010, the Court entered an Order authorizing the Debtor
to obtain credit by way of a DIP loan by Metromont Corporation, on
terms provided in the "DIP Financing Documents" attached to the
Order, which refer to distribution to creditors of the proceeds of
the sale of an individual unit after deduction of the "net
proceeds of sale".   The loan provides for a maximum loan amount
of $2,961,431, for an initial loan term of 13 months after the
closing date.

                        About French Broad

French Broad Place LLC was formed for the development of a 48-unit
mixed used real estate community in downtown Brevard, North
Carolina.  The owners -- led by Scott Latell and Joshua Burdette
as managing members -- have over $4,500,000 of cash equity in the
development to date.  Appraisals conducted in the spring of 2010
valued the property from $10,500,000 to $12,5000,000.  Secured
claims by lenders exceed $14,000,000.

French Broad Place LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. N.C. Case No. 10-10335) on March 25, 2010.  Edward C.
Hay, Jr., Esq., at Pitts, Hay & Hugenschmidt, P.A., in Asheville,
N.C., represents the Debtor.  The Company disclosed $20,171,100 in
assets and $14,395,245 in liabilities as of the Chapter 11 filing.


GELT PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Gelt Properties, LLC
        2755 Philmont Avenue, Suite 130
        Huntington Valley, PA 19006

Bankruptcy Case No.: 11-15826

Chapter 11 Petition Date: July 25, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com

                         - and -

                  Thomas Daniel Bielli, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: tbielli@ciardilaw.com

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

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Gelt Financial Corporation            11-15827            07/25/11
   Assets: $10,000,001 to $50,000,000
   Debts: $10,000,001 to $50,000,000

The petitions were signed by Uri Shoham, chief financial officer.


GENEVA MULTI-FAMILY: Case Could Be Dismissed This August
--------------------------------------------------------
The Hon. Dennis D. O'Brien of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on Aug. 11, 2011 at
2:00 p.m., to determine whether the Chapter 11 case of Geneva
Multi-Family Exchange Xiv, LLC, must be dismissed.

Geneva Multi-Family Exchange XIV LLC owns the 336-unit Falls at
Towne Crossing apartment project in Mansfield, Texas.  Geneva
Multi-Family Exchange XIV and affiliate The Falls at Towne
Crossing, LLC, c/o Exchange Realty Inc., based in Minneapolis,
Minnesota, filed separate Chapter 11 bankruptcy petitions (Bankr.
D. Minn. Case Nos. 11-44562 and 11-44563) on July 5, 2011.  Judge
Dennis D. O'Brien presides over the case.

Geneva Multi-Family Exchange XIV LLC disclosed $25.5 million in
assets and $24.3 million in debts in its petition.  Falls at Towne
Crossing estimated assets and debts of $10 million to $50 million.
The petitions were signed by Duane H. Lund, chief manager.


GLOBAL CROSSING: S.D.N.Y. Bankr. Ct. Rules on CCT Contract Rift
---------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein granted, in part, and denied,
in part, a motion for partial summary judgment in a contract
dispute between Global Crossing Telecommunications, Inc., and CCT
Telecommunications, Inc.  The parties had entered into a series of
agreements under which Global Crossing agreed to provide
telecommunications services to CCT, which in turn resold the
services to third parties.  After Global Crossing stopped
providing some of the services, it commenced the adversary
proceeding primarily seeking declaratory relief, and CCT
counterclaimed, inter alia, for damages arising from Global
Crossing's alleged breach of contract and its violations of the
Federal Communications Act of 1934, as amended, 47 U.S.C. Sections
151 et seq.  Global Crossing moved for partial summary judgment,
presenting two questions to the Bankruptcy Court: is the
limitation on liability in the parties' contract enforceable, and
if it is, what is the scope of the limitation?

In a July 22, 2011 Memorandum Decision and Order, Judge Bernstein
held that the clause is enforceable with respect to all state law
and Communications Act damage claims, and bars claims for
consequential damages.  The judge, however, held that whether it
also bars claims for general, direct damages is unclear and must
be resolved at trial.

The case is Global Crossing Telecommunications, Inc., v. CCT
Communications, Inc., Adv. Proc. No. 07-1942 (Bankr. S.D.N.Y.).  A
copy of Judge Bernstein's ruling is available at
http://is.gd/qaVUWhfrom Leagle.com.

In a separate order, Judge Bernstein denied Global Crossing's
request to default CCT, or in the alternative, preclude it from
opposing Global Crossing's motion for summary judgment on damages.

On Jan. 14, 2011, Global Crossing filed the Summary Judgment
Motion arguing that a clause in the parties' contract limited its
liability for the damages sought by CCT in its counterclaims.
CCT's counsel failed to file timely file a response.

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

Global Crossing is represented by:

          Robert J. Rosenberg, Esq.
          James Brandt, Esq.
          John D. Castiglione, Esq.
          Elizabeth R. Marks, Esq.
          LATHAM & WATKINS LLP
          885 Third Avenue
          New York NY 10022-4834
          Tel: 212-906-1370
          Fax: 212-751-4864
          E-mail: robert.rosenberg@lw.com
                  james.brandt@lw.com
                  john.castiglione@lw.com
                  betsy.marks@lw.com

               - and -

          George Royle V, Esq.
          DRUMMOND WOODSUM & MacMAHON
          84 Marginal Way, Suite 600
          Portland, ME 04101-2480
          Tel: 207-772-1941 ext. 563
          Fax: 207-772-3627
          E-mail: groyle@dwmlaw.com

Attorneys for CCT Communications is:

          James A. Karamanis, Esq.
          ZANE D. SMITH & ASSOCIATES, LTD.
          415 North LaSalle Drive, #300
          Chicago, IL 60610
          Tel: (312) 245-0031
          Fax: (312) 245-0022
          E-mail: james@zanesmith.com

                     About CCT Communications

CCT Communications, Inc., was a common carrier engaged in the
business of buying and reselling telecommunications services.  CCT
filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 07-10210) on
Jan. 29, 2007, represented by Arnold Mitchell, Esq., at Greene
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., at that
time.  Sanford P. Rosen, Esq., at Rosen & Associates, P.C., and
Glenn B. Manishin, Esq., at Duane Morris LLP, also represent the
Debtor.  At the time of the filing, the Debtor disclosed $774,047
in assets and debts of $1,028,249.

CCT filed a Plan of Reorganization on the last possible day --
Nov. 26, 2007 -- to do so as a small business debtor.  The Debtor
intended to fund the plan distributions, at least in part, with
the proceeds generated through adversary proceedings against
Global Crossing Telecommunications, Inc., and Zone Telecom, Inc.
The Honorable Stuart M. Bernstein conducted a two-day evidentiary
hearing, and concluded that CCT is judicially estopped from taking
the position that it is not a small business debtor.  Chief Judge
Bernstein ruled that the case will be dismissed, but the Court
will retain jurisdiction over the adversary proceeding between CCT
and Global Crossing as well as any fee applications by Court-
appointed professionals.

                       About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
-- http://www.globalcrossing.com/-- is a global IP, Ethernet,
data center and video solutions provider with the world's first
integrated global IP-based network.

Global Crossing Limited reported a consolidated net loss of
$172 million on $2.609 billion of consolidated revenue for the
twelve months ended Dec. 31, 2010, compared with a net loss of
$141 million on $2.159 billion of revenue during the prior year.

                          *     *     *

As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'.  The outlook is stable.  S&P assigned its 'CCC+' issue-level
rating and '6' recovery rating to Global Crossing's proposed $150
million of senior unsecured notes due 2019.  The '6' recovery
rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

The Company's balance sheet at March 31, 2011, showed $2.26
billion in total assets, $2.78 billion in total liabilities and a
$525 million total shareholders' deficit.


GOLD HILL: Court Schedules Sept. 8 Disclosure Statement Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
scheduled a hearing for Sept. 8, 2011, at 1:30 p.m. to consider
the approval of the disclosure statement explaining Gold Hill
Enterprises, LLC's Plan of Reorganization, dated July 12, 2011.
Aug. 31, 2011, is fixed as the last day for filing and serving, in
accordance with Fed. R. Bankr. P. 3017(a), written objections to
the disclosure statement.

The Plan generally provides for the continuing operations of the
Debtor.  Other than the quarterly interest payments to Synovus
Bank and necessary administrative costs and expenses, payments per
the Plan are to be made as sales occur.  Sales may be of any
acreage or portion of acre, as determined by the needs of the
buyer.  However, the Debtor will not agree to any sale which is
less than $60,000 per acre (excluding designated open space)
without the prior consent of the Bank.

The Plan designates 7 Classes of Claims and Interests.

Administrative and Priority Fees and Expenses in Class 1, will be
paid immediately upon approval by the Court.  U.S. Trustee Fees in
Class 2 will be continue to be paid on a current basis.  Unsecured
Priority Claims in Class 3, if there are any, will be paid as they
become due.  These 3 Classes are Unimpaired.

Pursuant to the Plan, Synovus Bank's Class 4 Claim, with an unpaid
balance of about $3,890,314, will be paid from real estate sales,
with quarterly interest payments beginning the first quarter
following the Effective Date of the Plan.  Synovus Bank holds a
mortgage secured by a first priority claim against most of the
real estate assets of the Debtor (the "Synovus Real Estate"), and
a second priority lien on a 5.62 acre, pad ready tract on I-77
(the "Fifth Third Parcel"), behind the disputed mortgage of Fifth
Third Bank.

As each sale is closed on the Synovus Real Estate, the Bank will
receive 75% of the net proceeds of each sale (the "Release
Payment").  Upon sale of the Fifth Third Parcel, the Bank will
receive 50% of the net proceeds, which will be calculated after
payment of the Debtor's legal fees and expenses incurred in
connection with its objection to Fifth Third's claim and related
litigation, and after payment of all closing expenses ("Fifth
Third Release Payment").

Allowed Unsecured Non Priority Creditors in Class 5, which is
believed to be $177,539, will be paid a portion of their allowed
claims, after Class 1, 2, 3, and 4 have been paid in full.  The
members of this class will receive a pro rata share of net sale
proceeds until all property has been sold or until the allowed
claims of this class have been paid in full.

Unsecured Claims in Class 5 includes disputed claims in the
approximate amount of $1,048,867, including the disputed claim of
Fifth Third Bank in the scheduled amount of $946,850.34.  The
Debtor believes that all disputed claims will be disallowed.

Class 6: R. Shawn Helda and Helda Enterprises International, LLC,
consists of parties who have made claims against the Debtor by
virtue of their membership interest or management interest in the
Debtor.  After payment in full to Class 1, 2, 3, 4, and 5, the net
proceeds of any sale of real estate, along with the profits of the
Debtor which have accumulated after the other Classes have been
paid in full, will be escrowed for payment to this class, until
such time that the escrow balance is $150,000, at which time this
class will be paid, collectively, a lump sum of $150,000.

Upon payment of the lump sum to this class, all interests of any
member of this class in the Debtor, including all interests as
member or manager of the Debtor, will terminate with no further
recourse to the Debtor.

Helda Enterprises International, LLC, has not participated
during the Chapter 11 pursuant to an agreement among the equity
owners, and its equity interest in the Debtor will cease after
payment as described under Class 6.

A copy of the Disclosure Statement, as filed with the Court on
July 12, 2011, is available at:

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

                   About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, was formed in 2004 for the commercial
development and sale of real property in York County owned by Gold
Hill.  The Property is located approximately four miles north of
Fort Mill, South Carolina, and 11 miles south of the central
business district of Charlotte, North Carolina, in the
southeastern quadrant of Gold Hill Road and Interstate I-77.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Case No. 11-02458) on April 14, 2011.  In its schedules, the
Debtor disclosed $11,938,596 in total assets and $7,351,872 in
total debts.

Barbara George Barton, Esq., at Barton Law Firm, P.A., in
Columbia, S.C., represents the Debtor as counsel.  B. Bayles Mack,
Esq., is special counsel in connection with real estate closings
for the Debtor.  The Keith Corporation is marketing and listing
agent for the Debtor.  The Debtor has tapped Robert Palmer &
Associates as its tax accountant.


GOLD HILL: Court OKs Keith Corp as Marketing & Development Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
approved Gold Hill Enterprises LLC's application to employ Keith
Corporation as marketing and development agent.

The firm will:

   1) conduct a market analysis;

   2) assist in establishing sales prices;

   3) market the Company's real estate;

   4) represent the Company in negotiations with prospective
      purchasers; and

   5) other marketing and development services that may be
      necessary and appropriate during the pendency of the Chapter
      11 bankruptcy.

The firm will be paid the customary fees for the services.

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

                   About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, was formed in 2004 for the commercial
development and sale of real property in York County owned by Gold
Hill.  The Property is located approximately four miles north of
Fort Mill, South Carolina, and 11 miles south of the central
business district of Charlotte, North Carolina, in the
southeastern quadrant of Gold Hill Road and Interstate I-77.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Case No. 11-02458) on April 14, 2011.  In its schedules, the
Debtor disclosed $11,938,596 in total assets and $7,351,872 in
total debts.

Barbara George Barton, Esq., at Barton Law Firm, P.A., in
Columbia, S.C., represents the Debtor as counsel.  B. Bayles Mack,
Esq., is special counsel in connection with real estate closings
for the Debtor.  The Debtor has tapped Robert Palmer & Associates
as its tax accountant.


GOLD HILL: Court OKs Robert Palmer & Associates as Tax Accountant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
approved Gold Hill Enterprises LLC's application to employ Robert
Palmer & Associates as tax accountant.

As reported in the Troubled Company Report on July 6, 2011, Gold
Hill has tapped Robert Palmer to assist in the preparation of all
tax filings and returns required postpetition, and other
accounting services that may be necessary during the pendency of
the Chapter 11 case.

The firm will be paid the customary fees for the services.

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

                   About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, was formed in 2004 for the commercial
development and sale of real property in York County owned by Gold
Hill.  The Property is located approximately four miles north of
Fort Mill, South Carolina, and 11 miles south of the central
business district of Charlotte, North Carolina, in the
southeastern quadrant of Gold Hill Road and Interstate I-77.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Case No. 11-02458) on April 14, 2011.  In its schedules, the
Debtor disclosed $11,938,596 in total assets and $7,351,872 in
total debts.

Barbara George Barton, Esq., at Barton Law Firm, P.A., in
Columbia, S.C., represents the Debtor as counsel.  B. Bayles Mack,
Esq., is special counsel in connection with real estate closings
for the Debtor.  The Keith Corporation is marketing and listing
agent for the Debtor.


GOLF 255: 7th Cir. Affirms Order Closing Bankruptcy Case
--------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit affirmed a lower
court ruling closing the bankruptcy case of Golf 255 Inc.  The
golf course operator's owners, Nick Jakich and Jay Dunlap, tried
to halt the closure of the case, contending that the bankruptcy
court should investigate their charge of fraud against a former
shareholder, Michael Kielty.  Messrs. Jakich and Dunlap allege
that Mr. Kielty had "contrived the involuntary bankruptcy
proceedings as part of a  'fraud on the court.'  Employing his
knowledge and experience as an attorney, Mr. Kielty manipulated
the parties and the court system to force the emergency sale of
the golf course.

Golf 255 was placed in bankruptcy in October 2006 after certain of
its creditors, including Kielty, filed an involuntary Chapter 11
petition.  The bankruptcy court granted the petition and appointed
as trustee Robert Eggmann.  The trustee sold the golf course to a
local recreation district for $5 million.  The sale closed in
March 2007 and the proceeds were sufficient to pay all Golf
creditors, other than insiders, claims in full, while insider
creditors, who included Mr. Jakich but not Mr. Dunlap, received
substantial partial satisfaction of their claims.

Messrs. Dunlap and Jakich appealed from the bankruptcy judge's
sale order, but the district court dismissed the appeal in June
2007 as moot because the bankruptcy judge, having approved the
sale, had no authority to undo it.

The Seventh Circuit called the motions and appeals filed on behalf
of Messrs. Jakich and Dunlap "not only groundless but also
obsessive, a form of harassment, unprofessional, and an abuse of
the bankruptcy court, the district court, and [the Appeals] court"
and "give new meaning to the word pertinacity."

"This appeal is the culmination and we trust conclusion of an
unedifying saga," Judge Posner, who penned the opinion, said.

The Seventh Circuit panel consists of Circuit Judges Posner and
Manion, and the Hon. Joan Humphrey Lefkow of the Northern District
of Illinois, sitting by designation.  A copy of the Seventh
Circuit's July 22 decision is available at http://is.gd/kfWUIC
from Leagle.com.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Circuit Judge Richard A. Posner in Chicago on July 22
penned an opinion about "fraud on the court."  He reiterated the
traditional doctrine that perjury by a lawyer is fraud on the
court where perjury by a witness isn't.  The distinction is
significant, according to Judge Posner, because there is no time
limit for a court to reconsider a ruling resulting from fraud
perpetrated by a lawyer in the case.  The opinion's last paragraph
is vintage Judge Posner, according to Mr. Rochelle.  After
upholding lower court rulings, he sanctioned the losing party for
taking a "frivolous appeal."  Judge Posner said the losing party's
multiplicity of motions were "not only groundless but also
obsessive, a form of harassment, unprofessional and an abuse of
the bankruptcy court, the district court, and this court.  They
give new meaning to the word pertinacity."  The case is In re Golf
255 Inc., 10-3732, U.S. 7th Circuit Court of Appeals (Chicago).

                        About Golf 255

Golf 255 Inc. owns the Arlington Golf Course, a 220-acre 18-hole
golf course located in Granite City, Ill., near St. Louis.

Golf 255 Inc.'s unsecured creditors -- Michael Kielty, M. Thompson
Company P.C., Supreme Turf Product Inc., and TNT Golf Cart &
Equipment Company -- sought chapter 11 protection in behalf of the
company on October 12, 2006 (Bankr. S.D. Ill. Case No. 06-31728).
Laura K. Grandy, Esq. at Mathis Marifian Richter and Grandy Ltd.
represents the petitioning creditors.


GP WEST: Gets Nod to Hire Carrasquillo as Financial Consultant
--------------------------------------------------------------
GP West, Inc., obtained approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ CPA Luis R.
Carrasquillo & Co. P.S.C. as its financial consultant.

As reported in the July 5, 2011 edition of the Troubled Company
Reporter, Carrasquillo, as financial consultant, will assist
GP West in the financial restructuring of its affairs by
providing advice in strategic planning and the preparation of a
plan of reorganization, disclosure statement and business plan,
determination of its assets, and participating in its negotiations
with creditors and parties-in-interest.

Carrasquillo has also been appointed as financial consultant in
the Chapter 11 case of Swiss Chalet, Inc., GP West's affiliate.

                           About GP West

GP West, Inc., based in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011.
In its schedules, the Debtor disclosed US$13,384,251 in assets and
US$132,825,590 in liabilities.  The petition was signed by Jose
Teixidor Mendez, president.  Eduardo J. Corretjer Reyes, Esq.,
serves as the Debtor's attorney.


GP WEST: Obtains OK to Tap Eduardo J. Corretjer Reyes as Attorney
-----------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico authorized GP West, Inc., to
employ Eduardo J. Corretjer Reyes, Esq., as its attorney in its
Chapter 11 case.

Mr. Reyes is an associate at Bufete Roberto Corretjer Piquer,
which served as pre-bankruptcy outside general counsel for GP
West, its affiliate Swiss Chalet Inc., GP West's shareholder,
Camape S.E., and GP West's director, Pedro Feliciano Benitez,
according to the July 20, 2011 edition of the Troubled Company
Reporter.

The Court held that Mr. Reyes is a "disinterested person" and that
his employment is in the best interest of the Debtor's estate.

                           About GP West

GP West, Inc., based in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011.
CPA Luis R. Carrasquillo & Co., P.S.C., serves as financial
consultant.  In its schedules, the Debtor disclosed US$13,384,251
in assets and US$132,825,590 in debts.  The petition was signed by
Jose Teixidor Mendez, president.


GREAT CANADIAN: Moody's Assigns 'Ba2' Rating to New Revolver
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Great Canadian
Gaming Corporation's amended and extended C$350 million senior
secured revolving credit facility due 2016. Moody's also affirmed
all the existing ratings of the company, including its Ba3
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR), and B2 rating of the senior subordinated notes due 2015.
The rating outlook is stable.

Rating assigned:

C$350 million senior secured revolving credit facility -- Ba2
(LGD3, 31%)

Ratings affirmed: (LGD assessments revised)

Corporate Family Rating -- Ba3

Probability of Default Rating -- Ba3

US$ 170 million senior secured term loan due 2014 ($163.2 million
outstanding at March 31, 2011) to Ba2 (LGD3, 31%) from Ba2 (LGD2,
28%)

US$170 million senior subordinated notes due 2015 to B2 (LGD5,
85%) from B2 (LGD2, 82%)

Rating withdrawn:

C$200 million senior secured revolving credit facility due 2012 --
Ba2 (LGD2, 28%)

The amended revolving credit facility has replaced the previous
undrawn C$200 million revolver that was to expire on February 14,
2012. Some terms and conditions have been modified in the amended
credit agreement. The amended revolver remained undrawn at closing
and the company intends to use the facility for general corporate
purpose.

RATINGS RATIONALE

"The rating affirmation considers the solidified liquidity
position due to the completion of the refinancing of the revolver
as well as Great Canadian's overall stable operating performance
that remains in line with Moody's expectation," commented Moody's
analyst John Zhao.

The ratings continue to consider the company's leading market
position, eligibility for capital spending reimbursement programs
in British Columbia (B.C.) and Nova Scotia, and substantial
barriers to entry in the regulated Canadian gaming markets.
Positive consideration is also given to Great Canadian's modest
financial leverage and solid interest coverage. Moody's also
expects the company to maintain very good liquidity in the near
term and adhere to continued financial discipline with regards to
capital expenditures, share buy-backs and acquisitions. The rating
also incorporates Great Canadian's small size and limited
diversification: over 50% of its consolidated cash flow currently
comes from two casinos in B.C.

While the company has not been immune to the economic downturn and
near-term topline pressure remains, the stable rating outlook
anticipates no material EBITDA erosion in the next year. Moody's
expects the positive revenue trend at River Rock Casino,
incremental revenue contribution from recent acquisition and cost
containment initiatives will help offset the revenue decline from
other properties. Further, Moody's notes the terms and conditions
in the amended credit agreement will likely afford the company
more flexibility to carry on future debt-financed acquisitions and
other shareholder friendly initiatives including dividend and
share buyback. Therefore, the stable outlook is contingent upon
management adherence to a conservative financial policy.

Rating upgrade is unlikely in the near to medium term, given GC's
small revenue, earnings concentration and still negative topline
trend. Over time, if the company is able to achieve healthy
organic growth, diversify its revenue stream and maintain a
conservative financial policy, leading to significant and
sustained improvement in credit metrics (such as debt/EBITDA
materially below 3.0x sustainably), positive rating pressures
could develop.

Should weak topline persist that results in eroded credit metrics
and contracted liquidity, negative pressures could be exerted. A
reversal to more aggressive financial policy could also negatively
affect the rating and outlook. Quantitatively, negative rating
pressure would develop if debt/EBITDA deteriorates to a level
approaching 4.5x or EBIT/Interest nearing 2.0x on sustained basis.

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

Great Canadian Gaming Corporation ("GC"), a TSX-listed company
headquartered in Richmond, British Columbia, is a multi-
jurisdictional gaming and entertainment operator in Canada with
operations in British Columbia, Ontario and Nova Scotia. The
company also operates four card rooms in the State of Washington.
Ross McLeod, Chairman and Chief Executive Officer, is the largest
single shareholder and controls the voting rights of approximately
17% of the outstanding shares. Revenue for the last twelve months
ended March 31, 2011 was approximately C$383 million.


GSC GROUP: Black Diamond Fights Rival Lenders' Bid to Enjoin Sale
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Black Diamond Capital
Management LLC is trying to fight off a rival lender group seeking
to block its purchase of GSC Group Inc.'s assets from bankruptcy.

As reported in the Troubled Company Reporter on July 13, 2011,
Black Diamond 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.

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.

The minority lenders, which opposed the sale, took an appeal to
the District Court to the ruling approving the sale.

                          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.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  No committee
of unsecured creditors has been appointed in the Chapter 11 Cases.


HARBOUR EAST: Seeks Authority to Further Use Cash Collateral
------------------------------------------------------------
Harbour East Development, Ltd., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida, Miami
Division, to use cash collateral, rental income and defaulted
purchase agreement deposits to pay operating, sales, and marketing
expenses and to fund capital improvements to a luxury residential
condominium development known as CIELO located at 7935 East Drive,
North Bay Village, in Florida.

The Debtor seeks to use three forms of cash collateral: (1) rental
income received from tenants of the Condominium Units; (2)
forfeited deposits relating to defaulted purchase agreements; and
(3) proceeds from the sales of the Condominium Units.

According to Michael L. Schuster, Esq., at Genovese Joblove &
Battista, P.A., in Miami, Florida, while the Debtor continues to
actively market the Condominium Units for sale, the Debtor
concurrently intends to ready the Condominium Units for occupancy
and offer them for lease.  The Debtor, he says, has determined
that it is not in the best interest of the estate to sacrifice the
Condominium Units in what is essentially a "cash market," but to
continue to hold them in the rental pool.  Notwithstanding, in
order to effectuate an effective sales and leasing program, the
Debtor contends that the CIELO on the Bay Condominium Association,
Inc., must be fully funded, the incomplete Condominium Units must
be finished and made available for lease, and the Condominium
Units must be sold at prices that will not effect a devaluation of
the remainder of the Property, he adds.

The Debtor has paid all Association assessments on all of the
Condominium Units during the case, Mr. Schuster tells the Court.
Moreover, the Debtor has completed a number of capital projects,
including the build out of model units, exterior deck
waterproofing, and other miscellaneous items that have materially
improved the "street appeal" of the Property; and the Debtor has
recently completed the dock renovation, which may create an
additional source of revenue for the estate, he says.  The Debtor,
he adds, has also furnished two "model" Condominium Units, which
have been and may be leased on a short-term seasonal basis at
premium rental rates.  The Debtor also made the "good faith"
payment to the Dade County Taxing Authority with respect to the
2010 real estate taxes and has begun to escrow 2011 taxes, Mr.
Schuster continues.  The Debtor still has additional Condominium
Units that can be improved and leased to create additional income,
he says.

The Debtor further asks that the Court authorize it to use the
existing defaulted purchase agreement deposits, and future
defaulted purchase agreement deposits as they become available, to
complete various capital improvements to the Property, to complete
Condominium Units for sale or lease, and to pay the monthly
Association assessments and monthly real estate tax escrow
deposits on the Condominium Units.

To the extent, the Debtor is determined to be subject to
362(d)(3)(B)(i), the Debtor asks that the Court approve its
discretionary designation of its October 5, 2010 payment to NBV
LLC as the payment of 29 monthly Section 362(d)(3) installments
otherwise due NBV.

A full-text copy of the Cash Collateral Motion with the budget is
available for free at http://ResearchArchives.com/t/s?768f

                     About Harbour East

Harbour East Development, Ltd., is the developer and owner of the
luxury residential condominium development known as CIELO on the
Bay located at 7935 East Drive, North Bay Village.  CIELO contains
35 residential condominium units.

Harbour East filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 10-20733) on April 22, 2010.  Michael L. Schuster, Esq.,
who has an office in Miami, Florida, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million,
as of the Chapter 11 filing.

Judge Cristol denied the request of 7935 NBV LLC's request to
dismiss the case.


HARBOUR EAST: Condo Deposits Are Subject to Lender's Mortgage
-------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol ruled that deposits for the
purchase of condominium units at the Cielo on the Bay development
are subject to the mortgage held by lender 7935 NBV, LLC.  Judge
Cristol said NBV's security interest in the deposits is governed
by real property law, not the Florida Revised Uniform Commercial
Code.

The controversy stemmed from a $16.9 million loan obtained by
condo developer, Harbour East Development, Ltd., from Northern
Trust Bank of Florida, N.A.  The Mortgage encumbers the Property,
together with, among other things, all buildings, leases, rents,
easements, rights, deposits, proceeds, awards, income, revenues,
improvements, equipment, and fixtures thereon.  In December 2009,
Northern Trust sold the loan to NBV, as the designee of TMS FL 2,
Inc.

The Debtor does not challenge the security interest granted to
Northern Trust and assigned to NBV.  Rather, the Debtor contends
that, by failing to file a Form UCC-1 Financing Statement or enter
into a control agreement, NBV did not perfect its lien and
security interest in the Deposits and therefore, as a hypothetical
judgment lien creditor, the Debtor may avoid NBV's liens thereon
pursuant to 11 U.S.C. Sec. 544(a).  NBV, on the other hand,
suggests that the Deposits made in connection with a contract for
the purchase of real estate constitute proceeds of the underlying
real property and are subject to the duly-recorded Mortgage and,
as an interest in real estate, the Deposits fall outside the scope
of the Uniform Commercial Code.  NBV also posits that were the UCC
applicable, it nevertheless perfected its security interest in the
Deposits through constructive possession pursuant to Fla. Stat.
Sec. 679.3131.

Judge Cristol's ruling also indicated that, notwithstanding
enactment of the Revised Florida UCC, the Court of Appeals' ruling
in Aldersgate remains the controlling law of the Eleventh Circuit.

In Church v. Colling (In re Aldersgate Foundation, Inc.), 878 F.2d
1326 (11th Cir. 1989), the Eleventh Circuit held that a potential
buyer, in depositing earnest money, "in essence, obtain[s] the
right to purchase the land."  Further, the payment of the deposit
presumably prevents another party from purchasing the property and
therefore "[a] valuable right to the property [is] conveyed.
Selling that right to purchase the property at a given price was a
disposition of the collateral, and the forfeited deposits thus
fall within the statutory definition of proceeds."  Accordingly,
deposits, including forfeited deposits, made in connection with a
contract for the purchase of real estate constitute proceeds of
the underlying real property and are therefore encumbered by the
mortgage thereon.

The case is Harbour East Development, Ltd., v. 7935 NBV, LLC and
Whirlpool Corporation, Adv. Proc. No. 10-03584 (Bankr. S.D. Fla.).
A copy of Judge Cristol's July 22, 2011 Order is available at
http://is.gd/pb1TKHfrom Leagle.com.

Harbour East Development, Ltd., is the developer and owner of the
luxury residential condominium development known as Cielo on the
Bay located at 7935 East Drive, North Bay Village.  It filed for
Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 10-20733) on
April 22, 2010.


HARRISBURG, PA: City Council Rejects State Bailout Plan
-------------------------------------------------------
Chapter11Cases.com reports that the Harrisburg, Pennsylvania city
council rejected a state-sponsored plan to sell assets, in an
effort to reduce the city's debt.

Reuters' Edith Honan says that on Tuesday, July 19, the Harrisburg
city council, by a vote of 4 to 3, rejected a plan -- prepared by
the Novak Consulting Group -- to sell the city's incinerator,
renegotiate labor deals, cut jobs, and sell or lease its parking
garage.

The incinerator is owned by the Harrisburg Authority, a separate
municipal entity, but the city and surrounding Dauphin County
guarantee much of that debt.

According to Reuters, Mayor Linda Thompson must present an
alternative plan to the council within two weeks.

                       About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on $3.3
million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.


HARRY & DAVID: Has Plan Exclusivity Until Nov. 30
-------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended Harry & David Holdings, Inc.'s
exclusive periods to file and solicit acceptances for a chapter 11
plan 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.

                         Plan Supplement

BankruptcyData.com reports that Harry & David Holdings filed with
the U.S. Bankruptcy Court a Supplement for the Company's Second
Amended Joint Plan of Reorganization.

According to Law360, the Supplement contains the following
documents: certificate of incorporation of reorganized holdings;
by-laws of reorganized Holdings; management services agreement;
schedule of executory contracts and unexpired leases anticipated
to be assumed; escrow agreement governing the escrow account; exit
facility commencement letter; preserved causes of action by the
Debtors and reorganized Debtors and obligations to indemnify
directors, officers and employees.

                       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.


HEARUSA INC: Siemens Unit Submits $98-Mil. Competing Offer
----------------------------------------------------------
HearUSA Inc. received a $97.57 million competing bid from
Audiology Distribution, LLC, an affiliate of Siemens Hearing
Instruments Inc., the principal supplier and primary secured
lender.  HearUSA is scheduled to auction the business on July 29.
HearUSA already had an $80 million offer in hand from William
Demant Holdings A/S.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to court papers, the $97.57 million Siemens
bid includes a swap for $30.7 million on Siemens' secured claim,
the financing for the Chapter 11 case, and the waiver of a $37.24
million claim from termination of a supply agreement.  If outbid,
Demant, based in Denmark, is to receive a $2 million breakup fee.
The hearing to approve the winner of the auction is set for Aug.
1.

                           About HearUSA

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors was appointed on
May 25, 2011.  Robert Paul Charbonneau and the law firm of
Ehrenstein Charbonneau Calderin represents the Committee.


ISOLA USA: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Chandler, Ariz.-based printed circuit board (PCB)
laminate supplier Isola USA Corp.

"At the same time, we assigned our 'B' issue-level rating and a
recovery rating of '3' to the senior secured facility, consisting
of a $225 million first-lien term loan. The '3' recovery rating
indicates expectations for meaningful (50%-70%) recovery of
principal in the event of default," S&P related.

"We expect Isola to continue its modest improvement in revenues
and profitability in line with healthy industry fundamentals and
its improved cost structure," said Standard & Poor's credit
analyst Joseph Spence, "allowing the company to maintain a
business and financial risk profile consistent with its
'B' category ratings."


JACK IN THE BOX: Moody's Cuts CFR to B1; Ratings to be Withdrawn
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) of Jack-in-the-Box Inc. to B1 from Ba3. In addition, Moody's
lowered the senior secured ratings of Jack-in-the-Box to B1 from
Ba3 and its Probability of Default Rating (PDR) to B2 from B1. The
outlook is stable. Subsequently, Moody's will withdraw all of its
ratings for Jack-in-the-Box.

RATINGS RATIONALE

"The ratings downgrade reflects Moody's view that debt protection
metrics will not materially improve over the intermediate term as
soft consumer spending and a persistently high level of
promotional continue to negatively impact operating performance "
stated Bill Fahy, Senior Analyst at Moody's. For the twelve month
period ending April 17, 2011, leverage was high at about 5.4 times
while interest coverage was modest at approximately 1.8 times.
"However, the B1 CFR also incorporates Jack-in-the-Box's strong
brand recognition, meaningful scale, and good liquidity" stated
Fahy.

Moody's Investors Service will withdraw the credit ratings for its
own business reasons. Please refer to Moody's Investors Service
Withdrawal Policy, which can be found on Moody's website,
www.moodys.com.

Ratings downgraded are:

Corporate Family Rating lowered to B1 from Ba3

Probability of Default Rating lowered to B2 from B1

$400 million senior secured revolver due 2015, lowered to B1 (LGD
3, 36%) from Ba3 (LGD 3, 38%)

$200 million senior secured term loan due 2015, lowered to B1 (LGD
3, 36%) from Ba3 (LGD 3, 38%)

The outlook is stable.

The stable outlook reflects Moody's view that the B1 CFR
sufficiently captures the credit risk given the expected level of
debt protection metrics and liquidity.

The principal methodology used in rating Jack-in-the-Box was
Moody's Global Restaurant Industry Methodology, published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

The last rating action on Jack-in-the-Box occurred on December 5,
2006, when Moody's downgraded the company's Corporate Family and
senior secured ratings to Ba3 from Ba2 and it Probability of
Default Rating to B1 from Ba3. The outlook was stable.

Jack in the Box, Inc. operates or franchises 2,220 quick-service
hamburger restaurants predominantly in California and Texas, as
well as in the Southeast. The company also operates or franchises
549 fast-casual Qdoba Mexican Grill restaurants. Annual revenue is
approximately $2.26 billion.


JACKSON HEWITT: Wants Immediate Plan Consummation
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jackson Hewitt Tax Service Inc. filed papers asking
the bankruptcy judge to permit implementation of the prepackaged
reorganization plan immediately following the Aug. 8 confirmation
hearing.  The confirmation hearing for approval of the plan,
originally set for July 8, was pushed back one month at the
request of the official committee of unsecured creditors.  The
plan gives nothing to unsecured creditors.

Mr. Rochelle notes that bankruptcy rules ordinarily impose a 14-
day waiting period after a plan is confirmed and before it can be
implemented.  The rule gives the judge an ability to waive the
waiting period.  Jackson Hewitt says that a two-week delay would
"further jeopardize" the company's "ability to properly prepare
for the upcoming tax season."

                        About Jackson Hewitt

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

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

BDO Financial serves as financial advisors to the Official
Committee of Unsecured Creditors.

The Debtors filed a Joint Prepackaged Plan of Reorganization and
Disclosure Statement together with their petitions.  Under the
terms of the Plan, Jackson Hewitt's current secured lenders will
receive their pro rata share of a new $100 million term loan and
all of the equity in the reorganized enterprise.  The Company also
anticipates entering into a new $115 million revolving credit
facility upon consummation of the Plan.  It is anticipated that
upon consummation of the proposed Plan, Jackson Hewitt's new
equity will be privately held.  All of the Company's existing
common stock will be cancelled upon Jackson Hewitt's emergence
from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.  But the unsecured creditors won
an extra month to investigate the company's prepackaged
reorganization plan and secured resources for the effort after a
judge refused to place a hard cap on attorneys' fees.


JACKSON HEWITT: Committee Wins OK to Hire Counsel, Fin'l Advisor
----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Jackson-Hewitt Tax Service's official committee of unsecured
creditors' motions to retain Duane Morris as counsel and BDO
Consulting as financial advisor.

                      About Jackson Hewitt

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

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

The Debtors filed a Joint Prepackaged Plan of Reorganization and
Disclosure Statement together with their petitions.  Under the
terms of the Plan, Jackson Hewitt's current secured lenders will
receive their pro rata share of a new $100 million term loan and
all of the equity in the reorganized enterprise.  The Company also
anticipates entering into a new $115 million revolving credit
facility upon consummation of the Plan.  It is anticipated that
upon consummation of the proposed Plan, Jackson Hewitt's new
equity will be privately held.  All of the Company's existing
common stock will be cancelled upon Jackson Hewitt's emergence
from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.


JEFFERSON COUNTY: Rep. Moore Says Sewer Transactions Illegal
------------------------------------------------------------
Joseph D. Bryant at the Birmingham News reports that Rep. Mary
Moore, D-Birmingham, held a press conference in Kelly Ingram Park,
where she presented evidence she said shows the initial sewer bond
transactions were illegally done because they were not signed by
all members of the County Commission.

Rep. Moore presented research from the Legislative Reference
Service that cites Section 11-1-16 in the Code of Alabama 1975 and
a court case as evidence.

"Based on the above, it is our opinion that all members, including
the presiding officer of a county commission, are required to sign
warrants under Title 11 of the Code of Alabama 1975, for borrowing
purposes," a letter from a legislative analyst concludes.

Rep. Moore said she likened the actions of the commission and a
potential Chapter 9 bankruptcy filing to throwing the residents of
Jefferson County on top of a bonfire and letting them burn.

                        Meeting Thursday

The Jefferson County Commission will hold a special meeting on
Thursday in Birmingham, Alabama, to decide whether to continue
trying to work out a deal with creditors or file bankruptcy over a
sewer system debt of more than $3 billion.  The county has
submitted a repayment plan to creditors including JPMorgan Chase
to eliminate almost $1.3 billion of the debt, but it's yet to get
a response.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.


JEFFERSON COUNTY: Voting on Bankruptcy Filing, Alternatives
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Jefferson County, Alabama, commissioners gave
notice that the agenda for their July 28 meeting will include
voting for a municipal bankruptcy filing in Chapter 9.  The agenda
also includes alternatives, including voting for a settlement or
extending the standstill agreement with lenders that ends the next
day.  The commissioners also may vote on retaining the Los Angeles
law firm Klee Tuchin Bogdanoff & Stern LLP to represent the county
in the event of bankruptcy.

According to the report, Jefferson Country is interviewing law
firms to hire should a bankruptcy filing under Chapter 9 of U.S.
bankruptcy code become necessary.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.


JNL FUNDING: Court Confirms Amended Reorganization Plan
-------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York has confirmed the Amended Joint Plan of
Organization of Debtors JNL Funding Corp. and Joseph G. Forgione;
the Consolidated Official Committee of Unsecured Creditors in the
Debtors' cases; and Textron Financial Corporation, individually as
a lender and as agent for itself and TD Bank, N.A., also a lender.

As reported by the Troubled Company Reporter, the Plan provides
that JNL will establish a liquidating trust.  The Plan offers
general unsecured creditors the opportunity to obtain
approximately 10% distribution of their allowed claims in
installments over not more than four years from the effective date
of the Plan.  No distribution would likely be available to
unsecured creditors in a Chapter 7 liquidation of JNL, and a
distribution substantially less than that proposed in the Plan
would be likely to unsecured creditors in a Chapter 7 liquidation
of Forgione.  The Plan avoids significant potential litigation
against many of the unsecured creditors.

A full-text copy of the Second Amended Disclosure Statement
explaining the Amended Plan is available for free at:

                http://ResearchArchives.com/t/s?7625

                        About JNL Funding

JNL Funding Corp. is a specialized real estate finance company
which originates and invests in a diversified portfolio of first
mortgage assets in the residential real estate market.  JNL is a
"hard money" lender investing primarily in real estate related
first mortgages and construction loans, making loans secured by
first priority mortgages primarily on single family and multi-
family residential real properties.  JNL's loans typically are
made to real estate investors seeking to purchase and renovate
properties for investment purposes.  Most of JNL's loans are made
to repeat customers who have multiple loans from JNL at any given
time.  JNL's recent loans typically bear interest at the rate of
14% per annum, and JNL typically receives four (4.0) percentage
points for originating the loan.

JNL Funding filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 10-73724) on May 14, 2010.  Pryor & Mandelup,
LLP, assists the Debtor in its restructuring effort.  The Company
estimated its assets and debts at $50 million to $100 million as
of the Chapter 11 filing.  JNL also disclosed that its combined
general unsecured debts total $19,509,090, for total debts of
$50,677,195.

On June 8, 2010, the United States Trustee appointed an Official
Committee of Unsecured Creditors.

The Court approved the Joint Administration of JNL's case and
Joseph Forgione's case (Bankr. E.D.N.Y. Case No. 10-73726) on
October 27, 2010.  Mr. Forgione filed for bankruptcy on May 14,
2010.  On Oct. 28, 2010, the U.S. Trustee appointed a creditors
committee in the jointly administered cases.

Counsel for the Committee is:

          Richard G. Gertler, Esq.
          THALER & GERTLER LLP
          90 Merrick Avenue, Suite 400
          East Meadow, NY 11554
          Telephone: (516) 228-3553
          [ http://gertlerlawgroup.com/]

Counsel for secured lender Textron Financial Corp.:

          Steven E. Fox, Esq.
          EPSTEIN BECKER & GREEN P.C.
          250 Park Avenue, 11th Flr
          New York, NY 10177-121
          Telephone: (212) 351-3733
          Facsimile: (212) 878-8688
          E-mail: SFox@ebglaw.com


KEELEY AND GRABANSKI: Chapter 11 Trustee Wants Case Converted
-------------------------------------------------------------
Kip Kaler, as Chapter 11 trustee in the bankruptcy case of Keeley
and Grabanski Land Partnership, asks the U.S. Bankruptcy Court for
the District Of North Dakota to convert the Debtor's Chapter 11
case of to one under Chapter 7 of the Bankruptcy Code.

The trustee alleges that there is substantial and continuing loss
or diminution of the estate; an absence of reasonable likelihood
of rehabilitation, gross mismanagement of the Debtor prior to the
filing of the case; and inability to confirm a plan of
reorganization.

                    About Keeley and Grabanski

Thomas Grabanski, a North Dakota farmer, is mired in three
separate Chapter 11 bankruptcy cases.

Mr. Grabanski and his wife Mari filed a personal Chapter 11
bankruptcy petition (Bankr. D. N.D. Case No. 10-30902) on July 22,
2010.  DeWayne Johnston, Esq., at Johnston Law Office, represents
the Grabanskis in their Chapter 11 case.  The Grabanskis estimated
assets between $1 million and $10 million, and debts between $10
million and $50 million.

On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for
Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924).  DeWayne
Johnston, Esq., also represents Grabanski Grain.  The Debtor is
estimated to have assets and debts of $1,000,001 to $10,000,000.

Former owners in December 2010 forced the partnership Keeley &
Grabanski Land Partnership in Texas into Chapter 11.  John and
Dawn Keely, the former owners, filed an involuntary Chapter 11
bankruptcy petition against the partnership (Bankr. D. N.D. Case
No. 10-31482) on Dec. 6, 2010.  Kenneth Corey-Edstrom, Esq., at
Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner.

Keeley & Grabanski Land Partnership in Texas -- since 2009 doing
business as Grabanski Land Partnership -- was formed in 2007 for
Texas farming operations between farmers Thomas Grabanski and John
Keeley of Grafton, N.D., and their wives.  K&G Land, along with a
separate farming partnership, operated more than 10,000 acres of
corn and sunflowers from 2007 to 2009 in two locations in Texas
near the towns of Blossom and DeKalb.

In separate, related lawsuits, the Grabanskis face several
"adversarial" lawsuits, filed by certain creditors.  The creditors
who filed suits include Crops Production Services Corp., AgCountry
Farm Credit Services, and PHI Financial.


KOBRA EFS: Court Denies Plea to Extend Schedules Deadline
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
denied a request by Kobra EFS, LLC, et al. to extend the deadline
to file schedules of summary of assets and liabilities, and
financial affairs.

The Court said the Debtor must do the best it can with schedules
timely filed and then supplement the schedules and promptly upon
developing more complete information as part of the Debtors'
continuing duty to assure that statements and schedules are
accurate.

The Court reminded the Debtors that failure in Chapter 11 case to
timely to file schedules and statements may be cause to order to
appointment of a trustee.

In its request for an extension, the Debtors related that they had
insufficient time to prepare appropriate filings or pay the
appropriate fees.  The lender who held a foreclosure sale of
debtor-affiliate Stoneview Office LLC's assets on June 20, 2011,
brought an emergency motion for relief from the automatic stay in
order to be allowed to record the deeds of trust after the sales.

On June 30, 2011, the Court heard arguments and testimony
pertaining to the lender's motion, and found, inter alia, that the
petitions were filed before the sales were concluded and the
automatic stay was in effect, thereby voiding the respective
sales.

Due to uncertainty of the status of the bankruptcy petitions, the
associated schedules, and payments of fees were delayed pending
the Court's determination.

              About Kobra EFS and Fairway Commons II

Kobra EFS, in Roseville, California, filed for Chapter 11
bankruptcy (Bankr. E.D. Calif. Case No. 11-35250) on June 20,
2011.  Affiliates that also sought Chapter 11 protection are
Fairway Commons II, LLC (Case No. 11-35255) and Eureka Ridge, LLC
(Case No. 11-35256).  Judge Christopher M. Klein presides over the
case.  Paul A. Warner, Esq., serves as the Debtors' bankruptcy
counsel.  Kobra EFS and Fairway Commons II separately estimated
$10 million to $50 million in both assets and debts.


LEHMAN BROTHERS: Parties Agree to Hold Rival Plans in Abeyance
--------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained a court order to suspend
the prosecution of the rival Chapter 11 plans of reorganization
proposed by its creditors.

In an order dated July 21, 2011, Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York approved
an agreement between the company and certain of its creditors to
hold in abeyance the prosecution of the competing plans.

The agreement was hammered out after LBHI filed late last month a
third version of its plan, which reportedly has broader support
from its creditors including a group led by Goldman Sachs Bank
USA and the ad hoc group of Lehman Brothers creditors.  The plan,
if confirmed, would enable the company and its affiliated debtors
to pay an estimated $65 billion to their creditors.

The July 21 order also imposed a stay on any ongoing proceeding
authorized by Judge Peck's prior ruling dated April 14, 2011, in
connection with the confirmation of LBHI's plan.  It also
contains a provision protecting the rights of any party to seek
discovery.

The provision was proposed lately by LBHI after creditors
including American National Insurance Company, Lehman Brothers
Finance AG's liquidator and Centerbridge Credit Advisors LLC
stressed the need to conduct a plan-related discovery to ensure
that all claimants are treated fairly.

Centerbridge complained that the Lehman plan weighs in favor of
creditors that have executed so-called plan support agreements.
It argued that the plan disregards a prior court order mandating
the allowance and treatment of claims previously owned by Lehman
Brothers Bankhaus AG, which are now beneficially owned by
Centerbridge and other companies.

Judge Peck issued early last year an order, which granted LB
Bankhaus $1.015 billion in allowed general unsecured claim
against Lehman Commercial Paper Inc. and more than $1.38 billion
in allowed general unsecured claim against LBHI.

An earlier version of the disclosure statement describing LBHI's
plan called for the treatment of the two claims as general
unsecured claims.  Under the new plan, however, the two claims
receive "worse" treatment, according to Centerbridge.

Centerbridge and others purchased claims against LBHI and Lehman
Commercial Paper Inc. that resulted from the settlement with LB
Bankhaus, Bloomberg News related.  "Where outsiders recover 19.9
percent against the holding company, the Bankhaus claim only gets
15.2 percent.  At Lehman Commercial Paper, the Bankhaus claim
sees 52.1 percent when outsiders take home 55.7 percent," the
report noted.

The plan represents "horse-trading" that favoured "vocal
objectors" and ended up "siphoning value away from other
creditors," the Financial Times quoted papers Centerbridge filed
in court.

Meanwhile, the Official Committee of Unsecured Creditors and the
ad hoc group expressed their support for the approval of the
agreement to suspend the prosecution of the competing plans.
The Creditors' Committee said the agreement is a precondition to
the plan support agreements, which are essential to the plan
process.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Appeals $1.1-Bil. Award for Barclays
-----------------------------------------------------------------
James W. Giddens, the trustee overseeing the liquidation of
Lehman Brothers Holdings Inc.'s brokerage, is appealing Judge
Peck's ruling that awarded Barclays Plc about $1.1 billion as
part of its purchase of the company's North American business in
2008.

Earlier, Judge Peck ordered the trustee to return $1.1 billion to
the U.K. bank, which consists of "clearance box" assets held to
facilitate the clearance of securities trading.  The trustee was
also told to return $769 million in additional assets in case
they were not needed for customers and after all customer claims
were paid.

Meanwhile, the bankruptcy judge ordered Barclays to return $2.054
billion in margin assets to the trustee and to pay 5% interest.

In an appeal filed with the U.S. District Court for the Southern
District of New York, the LBI Trustee said he wanted payment of
9% interest on the margin assets.

The trustee is also appealing the denial of his claim to the
clearance box assets and some aspects of the July 15, 2011 order
resolving his revised complaint against Barclays and Barclays
Capital Inc.

Copies of the July 15 order and revised complaint are available
without charge at:

  http://bankrupt.com/misc/LBHI_OrdResolveLBIComplaint071511.pdf
  http://bankrupt.com/misc/LBHI_LBIAmendedComplaint071511.pdf

Mr. Giddens said he would have been content to let the matter
rest but filed an appeal because Barclays had already done so,
according to a July 22, 2011 report by Reuters.

"The trustee had hoped to avoid protracted litigation," Mr.
Giddens said in a statement, but "since the appeal process is
already underway, and with the trustee's...duty to maximize
assets available for distribution to public customers and others,
the trustee is also appealing the denial of his claim to the
clearance box assets."

The move came a week after Barclays appealed other aspects of the
ruling, most of which were favorable to the trustee.

The dispute between the trustee and Barclays, which stemmed from
the latter's acquisition of LBHI's businesses and subsequent
profit on them, led to a bankruptcy court trial in 2010.  It
continued after a February ruling, which required Barclays to pay
or return any cash it had taken in the deal, did not specify how
Barclays and the brokerage must divide some components of the
assets held to back trades taken over by the U.K. bank with the
purchase.

After Judge Peck's February ruling, Barclays argued that it was
entitled to non-cash margin that it needed to support trading
operations it acquired from Lehman.

The trustee was reportedly holding about $1 billion in non-cash
margin, consisting of government securities with maturities of
three months to more than 15 years.  About one-fourth of another
pool of $879 million in margin assets was not cash, which was
reportedly in the hands of third-party brokers or Lehman
affiliates.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes to Settle State Street's $850-Mil. Claim
------------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
seek court approval of an agreement to settle the claims of State
Street Bank and Trust Company.

The deal settles State Street Bank's $425 million claim against
each of the Lehman units, which stemmed from their 2007
repurchase agreement.  The Debtors allegedly failed to make
payments to the bank in violation of the terms of the repurchase
agreement.

Under the proposed settlement, each of State Street Bank's claims
will be reduced to $400 million and will be allowed as general,
unsecured, non-priority claims.

The settlement requires LCPI to either purchase the loan provided
to ProLogis NA3 III LP under a 2007 loan agreement for
$67.5 million in cash, or to cause ProLogis to discharge the loan
by paying the same amount to State Street Bank.

The loan was one of the assets transferred to State Street Bank
under the repurchase agreement.  The current amount outstanding
under the loan is approximately $82.85 million.

The proposed settlement also requires State Street Bank to drop
the lawsuit it brought against the Lehman units in connection
with its claims and calls for the mutual release of all claims
arising under the repurchase agreement.

The settlement is formalized in an eight-page agreement, a full-
text copy of which is available without charge at:

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

In connection with the settlement, State Street has executed an
agreement to support the confirmation of LBHI's Chapter 11 plan
of reorganization and the approval of the accompanying disclosure
statement, according to LBHI's lawyer, Jacqueline Marcus, Esq.,
at Weil Gotshal & Manges LLP, in New York.

A hearing will be held on August 17, 2011, to consider approval
of the settlement.  The deadline for filing objections is
August 10, 2011.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: NJDT Appeals D&O Payment in FINRA Award
--------------------------------------------------------
The New Jersey Department of Treasury took an appeal to the U.S.
District Court for the Southern District of New York from Judge
Peck's July 21, 2011 decision lifting the automatic stay to allow
Zurich American Insurance Company and other insurance companies
to pay a $15 million award issued by the Financial Industry
Regulatory Authority against former employees and officers of
Lehman Brothers Holdings Inc. in connection with the securities
claim that US Airways Inc. filed before the regulator.

Judge James Peck has granted a motion to lift the automatic stay
to allow Lehman Brothers Holdings Inc.'s insurance providers to
pay a $15 million award issued against its former employees and
officers.

In a decision dated July 21, 2011, the bankruptcy judge ordered
the lifting of the stay to allow Zurich American Insurance
Company and other insurance companies to pay the award issued by
the Financial Industry Regulatory Authority in connection with
the securities claim that US Airways Inc. filed before the
regulator.

Earlier, the New Jersey Department of Treasury sought a court
order to junk the motion, arguing that Lehman's insurance
policies are not sufficient to pay all litigation claims.

The Treasury expressed concern that only those who have reached a
final judgment before other claimants would receive the full
benefit of the insurance policies.  It also argued that the
proceeds of the insurance policies must be held until the body of
potential claims is assessed and those who have valid claims are
allowed to ratably share those proceeds.

The former officers and employees, which drew support both from
LBHI and US Airways, countered that the FINRA award is a final
and binding adjudication that is not appealable.  They also
argued that the bankruptcy judge handed down similar decisions in
the past but none of them drew opposition from the Treasury.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: $1.34 Billion Already Paid to Advisors
-------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed these cash receipts and
disbursements of the company, its affiliated debtors and other
controlled entities for the month ended June 30, 2011:

Beginning Total Cash & Investments (06/01/11) $23,497,000,000
Total Sources of Cash                           1,595,000,000
Total Uses of Cash                               (685,000,000)
FX Fluctuation                                     (2,000,000)
                                              ---------------
Ending Total Cash & Investments (06/30/11)    $24,409,000,000

LBHI reported $3.762 billion in cash and investments as of
June 1, 2011, and $3.796 billion as of June 30, 2011.

The monthly operating report also showed that a total of
$27,500,000 was paid last month to the U.S Trustee and
professionals that were retained in the Debtors' Chapter 11
cases.

From September 15, 2008 to June 30, 2011, a total of
$1,344,592,000 was paid to the U.S. Trustee and professionals, of
which $451,148,000 was paid to the Debtors' turnaround manager,
Alvarez & Marsal LLC, while $318,933,000 was paid to their
bankruptcy counsel, Weil Gotshal & Manges LLP.

A full-text copy of the June 2011 Operating Report is available
for free at http://bankrupt.com/misc/LehmanMORJune3011.pdf

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEVEL 3: S&P Affirms 'B-' Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Broomfield, Colo.-based Level 3 Communications
Inc. as well as certain issue-level ratings and removed those
ratings from CreditWatch. "On April 11, 2011, we placed the
secured debt ratings on CreditWatch with developing implications;
all other ratings were placed on CreditWatch with positive
implications on that date. The rating outlook is positive," S&P
related.

Ratings on unsecured debt at subsidiaries Level 3 Financing Inc.
and Level 3 Escrow Inc. remain on CreditWatch with positive
implications.

"Our affirmations of the 'B-' corporate credit rating on Level 3
and certain issue-level ratings reflect our view that, while the
pending Global Crossing acquisition will improve Level 3's overall
financial risk profile," said Standard & Poor's credit analyst
Richard Siderman, "the magnitude and timing of this improvement
will not be sufficient to warrant an upgrade of the company when
the transaction closes later this year."

"The ratings outlook on Level 3 is now positive (it was stable
prior to the CreditWatch listing related to the Global Crossing
announcement), indicating that we would consider an upgrade over
the medium term if we believed Level 3 was on track to
successfully integrate the Global Crossing acquisition and
likely to realize a substantial portion of the company's
anticipated approximately $300 million of eventual annual
operating synergies," S&P stated.

"Our affirmation of the 'B+' rating on the company's senior
secured debt (which had been on CreditWatch Developing) reflects
our current view that, even if Level 3 incurred the maximum amount
of secured debt allowed under current debt covenants (which could
include a drawdown of the $650 million secured debt portion of
committed bridge facilities), the recovery rating would not weaken
from the current '1', which denotes our expectation of very high
(90% to 100%) recovery of principal in the event of a default. At
the same time, we maintained the ratings on unsecured debt at
subsidiaries Level 3 Financing Inc. and Level 3 Escrow Inc. on
CreditWatch Positive. Depending on how much secured debt is
incurred for the Global Crossing transaction, recovery prospects
for unsecured debt at Level 3 Financing and Level 3 Escrow could
improve to '5' from '6' and result in an upgrade for those
issues," S&P related.


LEVELLAND/HOCKLEY: Committee Taps XRoads as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Levelland/Hockley County Ethanol LLC asks the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to retain XRoads Solutions Group, LLC as financial advisor.

XRoads will:

   a. review and analyze operating results and uses of cash by the
   Debtor;

   b. review and analyze the proposed tolling agreement with
   Tenaska Biofuels, LLC;

   c. review and analyze any proposed asset sales and
   divestitures; and

   d. advise the Committee and the Committee's counsel regarding
   any proposed business plan, and any negotiations relating
   thereto.

Subject to Court approval, compensation will be payable to XRoads
on an hourly basis, capped at a maximum of $50,000 for services
rendered during the retention period, plus reimbursement of
actual, necessary expenses incurred by XRoads.  The hourly rates
for principals at XRoads are $550 to $655, and for directors, $395
to $485.

Notwithstanding XRoads' standard hourly rates, XRoads agreed to
accept the reduced rates and capped its total fees earned during
the retention period at $50,000, as an accommodation to the
Committee and parties-in-interest in the case.  The primary
advisors who represented the Committee, and their reduced hourly
rates were:

         Pete Ball, principal            $350
         Adam Meislik, principal         $350
         Joe Rosen, director             $315

XRoads states that the reduced rates and proposed cap are not
applicable to other engagements or bankruptcy cases.

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

No hearing will be conducted unless a written response is filed
with the clerk of the U.S. Bankruptcy Court by Aug. 1, 2011.

                     About Levelland Ethanol

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.  The Debtor is
represented by I. Richard Levy at Block & Garden, LLP, in Dallas.
The Debtor disclosed total assets of $60,451,124 and total
liabilities of $47,557,432 in its schedules.

On May 9, 2011, William T. Neary, U.S. Trustee for Region 6,
appointed unsecured creditors to the Official Committee of
Unsecured Creditors in the Debtor's cases.  Haynes and Boone, LLP,
represents the Committee.


LIPENWALD INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lipenwald, Inc.
        22 South Smith Street
        Norwalk, CT 06855

Bankruptcy Case No.: 11-51484

Chapter 11 Petition Date: July 22, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James G. Verrillo, Esq.
                  ZEISLER AND ZEISLER
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678
                  E-mail: jverrillo@zeislaw.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/ctb11-51484.pdf

The petition was signed by Charles Lipset, president.


LOS ANGELES DODGERS: Court OKs Epiq as Claims & Noticing Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Los Angeles Dodgers LLC, et al., to employ Epiq Bankruptcy
Solutions LLC as official claims, noticing, and balloting agent.

As reported in the Troubled Company Reporter on July 13, 2011,
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 said that the proposed rates to be charge by the firm
are reasonable and appropriate for services of this nature.

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

                    About 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.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

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: Meeting of Creditors Scheduled for Aug. 17
---------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Los Angeles Dodgers LLC, et al.'s Chapter 11 case on Aug. 17,
2011, at 10:00 a.m. (Eastern Time).  The meeting will be held at
J. Caleb Boggs Federal Building, 844 King Street, 5th Floor, Room
5209, Wilmington, Delaware.

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

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

                   About 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.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.

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: Court Rules MLB Loan Superior to Highbridge
----------------------------------------------------------------
U.S. Bankruptcy Court for the District of Delaware Judge Kevin
Gross denied Friday final approval of Los Angeles Dodgers'
proposed $150 million of DIP financing from Highbridge Senior Loan
Fund II or its affiliates, citing that it fails to meet the
requirements of Bankruptcy Code Section 364.


Chapter11Cases.com reports that Major League Baseball had objected
to the proposed financing facility, arguing that it was willing
and able to lend the funds to the Dodgers on significantly better
terms but that the Dodgers "flatly refused to negotiate" with MLB.

Chapter11Cases also reports that the United States Trustee and the
Official Committee of Unsecured Creditors also objected to the DIP
facility, but the Creditors' Committee withdrew its objection when
Highbridge agreed to lower the interest rate by one percent (from
LIBOR plus 7.00% to LIBOR plus 6.00%) and remove its proposed lien
on avoidance actions.

The court had determined that application of section 364(b) of the
Bankruptcy Code "explicitly precludes" approval of the loan (which
was to be secured by a lien on all of the Debtors' assets) where
MLB is "ready, anxious and able to provide unsecured financing and
has committed to do whatever it takes to do just that," the report
states.

The court goes on to show in a chart the "substantial economic
superiority" of the loan offered by MLB over the proposed loan
from Highbridge.

Chapter11Cases.com reports that among the DIP terms highlighted in
that chart are:

A) Fees

-- Highbridge: 0.50% delayed draw fee; $4.5 million deferred
    commitment fee; $5.25 million closing commitment fee; and
    $50,000 annual agent fee

-- MLB: none

B) Interest Rate

-- Highbridge: LIBOR plus 6.00% (with a LIBOR floor of 3.00%);
    Base Rate plus 6.00%

-- MLB: LIBOR plus 5.50% (with a LIBOR floor of 1.50%); Base Rate
    plus 4.50%

C) Security

  -- Highbridge: lien on all estate assets

  -- MLB: unsecured

D) Priority

  -- Highbridge: super-priority administrative

  -- MLB: administrative

E) Maturity Date

  -- Highbridge: June 27, 2012 (before Fox Sports' right of first
     negotiation)

  -- Nov. 30, 2012 (after Fox Sports' right of first negotiation)

Judge Gross then expressly states that "[t]he Court will insure
that Baseball honors its commitment" to provide financing on
economically superior terms.  The order also states that the loan
from MLB "must be independent of and uncoupled from Baseball's
oversight and governance of the Dodgers under the Major League
Baseball Constitution."  He also expressly ordered the Dodgers to
"negotiate with Baseball cooperatively and in good faith."

                     Dodgers Softens on MLB Loan

In a press release issued by the Dodgers after the order was
entered, a representative of the team stated that the Court ruling
places the Dodgers in a position to achieve a debtor-in-possession
financing from Major League Baseball, under the Court's control,
that is both economically favorable and consistent with the
Dodgers' objective of maximizing the value of the estate in the
Chapter 11 process. . . . From the Dodgers' perspective, a short
form unsecured credit agreement with MLB, when combined with other
sources of revenues, should provide the Dodgers with ample
liquidity to meet team payroll and other expenses, as the Dodgers
proceed forward with their business plan, with the objective of
emerging from the Chapter 11 process before the end of 2011.

                  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.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Thomas Lauria, Esq., at White & Case,
represents MLB.

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


MACCO PROPERTIES: Seeks Dismissal of Chapter 11 Case
----------------------------------------------------
Brianna Bailey at The Journal Record reports that Macco Properties
Inc. is seeking dismissal of its Chapter 11 case. Macco is
fighting in U.S. Bankruptcy Court to regain control of its $131
million real estate empire that stretches across Oklahoma and
Kansas.

As reported in the July 20, 2011 edition of the TCR, the
bankruptcy court named Receivership Services Corp., a division of
the Martens Cos., as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties.

The complexes, with a combined 1,952 units, are Cedar Lakes, the
Chalet, Holly Park, Madison Park, River Park and Villa Del Mar.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MARKET STREET: Court OKs Harold Asher as Forensic Accountant
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
has approved Market Street Properties LLC's application to employ
Harold A. Asher, CPA, LLC, as forensic accountant.

The forensic accountant has not received a retainer for services
to be rendered to the Debtors.

The Debtors need the forensic accountant to prosecute certain
claims of the estate in connection with Adv. Pro. No. 11-1003
pending before the Court.  The services to be provided include (i)
investigatory accounting services; (ii) advice on the accounting
aspects of the litigation matters, and (iii) other forensic
accounting services as requested or required.

The hourly rates of the forensic accountant and its employees are:

         Mr. Asher               $400
         Jeffrey Meyers          $225
         Staff               $100 - $120

The Debtor will also compensate the forensic accountant for court
appearances at $800 for the first hour, and $400 for additional
time.

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

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company disclosed
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.

Cupkovic Architecture LLC serves as the Debtor's architect; and
Patrick J. Gros, CPA, as accountant.  James E. Fitzmorris, Jr.
serves as political consultant and advisor.  No trustee or
examiner has been appointed in the case.


MAULDING DEVELOPMENT: C.D. Ill. Strict on E-Filing Policy
---------------------------------------------------------
Bankruptcy Judge Mary P. Gorman denied First Commercial Bank of
Florida's motion for rehearing of a Feb. 8, 2011 court order.
That Order struck the claim filed on behalf of First Commercial
Bank in Maulding Development LLC's bankruptcy case because the
claim was paper filed when it should have been electronically
filed and because neither First Commercial Bank nor its attorney
responded to the Court's Order to Show Cause regarding the paper
filing.  According to Judge Gorman, the Motion for Rehearing and
subsequent documents filed by First Commercial Bank, however, fail
to establish grounds for vacating the Order striking the claim.
Judge Gorman said FCB's attorney ignored the Court's mandatory
electronic filing policy.  The bank's counsel could have applied
to be admitted to practice in the District and could have obtained
a login and password for filing in the District.  Alternatively,
without being admitted, he could have applied for a limited login
and password to ensure his ability to, at least, file a claim.

On its schedules, the Debtor listed First Commercial Bank of
Florida as an unsecured creditor with a claim for $13,913,827. The
Debtor expressly identified the claim as contingent, unliquidated,
and disputed.

A copy of Judge Gorman's July 20, 2011 Opinion is available at
http://is.gd/SV2kI1from Leagle.com.

                    About Maulding Development

Springfield, Illinois-based Maulding Development LLC filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No.
10-72715) on Aug. 31, 2010.  James R. Enlow, Esq., in Springfield,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


MCS ADVANTAGE: Moody's Affirms Sr. Secured Debt Rating at 'B2'
--------------------------------------------------------------
Moody's Investors Service has affirmed Medical Card System, Inc.'s
(MCS, senior secured debt at B2) credit ratings and changed the
outlook to negative from stable.

RATINGS RATIONALE

Moody's said that the change in outlook reflects the possible
termination of MCS's Medicaid contracts in Puerto Rico and the
uncertainty around the resolution of the dispute over funds owed
to the company by the Puerto Rico Heath Administration, as well as
the potential impact on the company's operations from any adverse
publicity.

MCS is a privately-owned company incorporated and headquartered in
Puerto Rico. Through its three insurance operating subsidiaries,
the company offers Medicare, Medicaid and commercial healthcare
coverage and products to the residents of Puerto Rico. According
to the rating agency, the company's contracts with the MiSalud
(Medicaid program in Puerto Rico) program currently account for
approximately 43% of the company's premium revenue. Citing a
number of financial pressures on this business--recently awarded
to MCS after a bidding process--including increased utilization
and low reimbursement rates, MCS notified the administrator of
MiSalud that unless new reimbursement rates could be agreed to for
the new contract period beginning July 1st, it was terminating its
contracts with MiSalud effective June 30, 2011.

Moody's noted that despite MCS's large and profitable Medicare
segment, the loss of the Medicaid business would have a negative
impact on the company's revenue and earnings diversity. In
addition, the company would be excluded from the growth
opportunity expected from the expansion of this segment in 2014
under healthcare reform. It is also unclear how this dispute with
the government might damage the reputation of MCS with the
provider community and members. The rating agency added that the
difference between what MCS claims it is owed and the amount the
government states it owes amounts to approximately $64 million,
which is significant if it could not be recouped by MCS.

Moody's stated that if MCS's Medicaid contracts are terminated or
if MCS is unable to recoup the funds it claims it is owed, the
ratings could be downgraded. Additionally, Moody's stated that the
ratings could be lowered if there were a loss of Medicare
membership of 10% or more in any year, if the company's
consolidated RBC ratio falls below 50% of company action level, or
if net margins fall below 1% .

Moody's noted that there is unlikely to be upward ratings movement
until the issues surrounding the Medicaid contract are settled;
however, the outlook could be changed back to stable if MCS
resolves the financial issues with MiSalud and renews its Medicaid
contracts without suffering reputational damage.

These ratings were affirmed with a negative outlook:

Medical Card System, Inc. -- B2 senior secured debt rating; B2
corporate family rating;

MCS Advantage, Inc. -- Ba2 insurance financial strength rating.

The principal methodology used in rating Medical Card System was
Moody's Rating Methodology for U.S. Health Insurance Companies
published in May 2011.

Please see ratings tab on the issuer/entity page on www.moodys.com
for the last rating action and the rating history.

Medical Card System, Inc. is headquartered in San Juan, Puerto
Rico. For the full calendar year 2010 MCS reported total revenues
of approximately $2 billion. Medical membership as of December 31,
2010 was approximately 1.1 million members (excluding Medicare
Part D stand alone membership).

Moody's insurance financial strength ratings (IFSR) are opinions
about the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


MERIT GROUP: To Complete Sale of All Assets Next Month
------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina held
June 21, 2011, the hearing to consider the sale of The Merit Group
Inc.'s the assets to MG Distribution, LLC or to the winning
bidder.  According to the Debtors' case docket, the order is due
on Aug. 1, 2011, from the Debtors' counsel.

Pursuant to the asset purchase agreement, MG Distribution, the
stalking horse bidder, offered a cash consideration of $46 million
and assumption of certain liabilities for substantially all of the
Debtors' assets.

As reported in the Troubled Company Reporter on July 18, the Court
authorized a junior lender to bid debt at the July 20 auction for
the Debtor's assets despite protests from unsecured creditors who
want the lender's claims redefined as equity.

The Debtors are indebted to Regions Bank for certain prepetition
loans and a postpetition financing agreement in the approximate
amount of $53,500,000, secured by a first priority lien and
security interest in all of the Debtors' real and personal
property, including inventory and accounts.

The Debtors are also indebted to Stonehendge Oppurtunity Fund, II,
L.P. in the amount of $11,956,565, secured by a second priority
lien and security interest in all of the Debtors' real and
personal property, including inventory and accounts.

The successful bidder at the auction is required to consummate the
purchase of the assets by 11:59 p.m. (Eastern Time) on Aug. 12.
The back-up bidder is required to consummate the sale by Sept. 1.

The Debtor also sought authority to extend the time to assume and
reject certain unexpired non-residential real property leases for
cause, until Dec. 13.

Morgan Joseph assisted the Debtors in marketing the assets.

                     U.S. Trustee's Objection

The U.S. Trustee objected to the Debtor's sale motion explaining
that:

   1. The Debtors are seeking to sell substantially all their
   assets prior to confirmation of a plan of reorganization.
   While pre-confirmation sales have been allowed prior to
   confirmation, the debtors have the burden of proving: (a) a
   sound business reason or emergency justifies the
   preconfirmation sale; (b) the sale has been proposed in good
   faith; (c) adequate and reasonable notice of the sale has been
   provided to interested parties; and (4) the purchase price is
   fair and reasonable.  Based on prior evidence submitted in this
   case, it is doubtful the debtors can meet this burden.

   2. If the Debtors had filed a liquidating plan, it would have
   been accompanied by a disclosure statement including adequate
   information to all creditors and parties in interest.  Normally
   included in the disclosure statement is a listing of the
   Debtors' assets, a classification of the debtor's creditors and
   the proposed distribution to each class, a discussion of claims
   and causes of action the debtor may have, a discussion of the
   Debtors' financial history and why the proposed plan is in the
   creditors' best interests, and similar information.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; and Morgan Joseph
TriArtisan LLC, investment banker, and Alvarez & Marsal North
America, LLC, as financial advisors.  Merit Group disclosed
7,004,048 in assets and $66,609,946 in liabilities as of the
Chapter 11 filing.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Cole,
Schotz, Meisel, Forman & Leonard, P.A.  The Committee tapped
McCarthy Law Firm LLC as co-counsel, J.H. Cohn LLP as its
financial advisor.


METROPARK USA: Has Buyer for Trademarks at $175,000
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Metropark USA Inc. finally has a buyer for the
trademarks and trade names.  Metropark was authorized a few days
after the Chapter 11 filing to hire liquidators who sold the
inventory in going-out-of-business sales.  In late May, the
bankruptcy judge in White Plains, New York, authorized holding an
auction to sell the intellectual property.  With no buyer emerging
until now, the auction was adjourned until Aug. 2.

The report relates that Metropark has a contract for Strato
Trading Group Inc. to buy the trademarks and intellectual property
for $175,000.  To protect the buyer if outbid, Metropark is
proposing $17,500 in breakup fees and expense reimbursement for
Strato.

                      About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., Jeffrey L. Cohen, Esq., and Alex R. Velinsky, Esq., at
Cooley LLP, in New York, serve as the Debtor's bankruptcy counsel.
CRG Partners Group, LLC, is the Debtor's financial advisor.  The
Debtor also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.

Blakeley & Blakeley LLP represents the Official Committee of
Unsecured Creditors.


MID-ATLANTIC MULTI-SPECIALTY: Meeting to Form Committee Friday
--------------------------------------------------------------
Roberta DeAngelis, United States Trustee for Region 3, will hold
an organizational meeting on July 29, 2011, at 1:30 p.m. in the
bankruptcy case of Mid-Atlantic Multi-Specialty Surgical Group,
LLC.  The meeting will be held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Mid-Atlantic Multi-Specialty Surgical Group, LLC, filed a Chapter
11 petition (Bankr. D. N.J. Case No. 11-31350) on July 18, 2011.
The Debtor estimated assets and debts under $1 million.  See
http://bankrupt.com/misc/njb11-31350.pdf


MILTON EVANS: Dist. Ct. Dismisses Suit v. Mercedes Benz Financial
-----------------------------------------------------------------
District Judge Avern Cohn dismissed a consumer rights case against
Mercedes Benz Financial Services, Inc.  Milton Evans, proceeding
pro se, filed the complaint asserting a claim under the Fair
Credit Reporting Act, 15 U.S.C. Sec. 1681 et seq. and various tort
related claims.  MBFS sought dismissal, saying Mr. Evans has not
stated a plausible claim under the FCRA.  MBFS provides consumers
with credit financing for the lease and retail purchase of
Mercedes-Benz vehicles.  Mr. Evans entered into a Retail
Installment Contract for the purchase of a 2001 Mercedes-Benz S
Class Sedan, which MBFS financed. MBFS was listed as a secured
creditor on Mr. Evan's petition, which showed the amount of the
claim at $2,500.

The case is Milton Evans, v. Mercedes Benz Financial Services,
LLC, Case No. 11-11450 (E.D. Mich.).  A copy of the Court's
July 21, 2011 Memorandum and Order is available at
http://www.leagle.com/xmlResult.aspx?xmldoc=In%20FDCO%202011072292
5.xml&docbase=CSLWAR3-2007-CURR from Leagle.com.

Milton Evans filed a Chapter 7 bankruptcy petition (Bankr. S.D.
Ga. 09-_____) on Jan. 19, 2009.  The bankruptcy was later
converted to a Chapter 11 case.  On May 3, 2011, Mr. Evans'
bankruptcy was discharged.


MITEL NETWORKS: Moody's Affirms B3 Corporate; Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed Mitel Networks Corporation's B3
corporate family rating and B3 probability of default rating as
well as all instrument ratings.  Moody's expects that recent debt
reduction will continue and result in somewhat improved leverage
and coverage measures which will provide Mitel with enhanced
prospects of an orderly and cost-effective roll-over of its debts,
an activity Moody's presumes will be initiated shortly given the
August 2012 maturity of the company's revolving credit facility.
While term debts mature in 2014 and 2015, it is likely that a
comprehensive refinance is required given the inter-relationships
between various facilities. A refinance will also obviate
financial covenant compliance issues as thresholds become more
stringent starting in January, 2012. Pending the refinance, the
impending erosion of the company's financial covenant compliance
cushions caused Mitel's speculative grade liquidity rating to be
changed to SGL-3 from SGL-2 (to adequate from good). Since the
company's free cash generation and debt repayment activities
should minimize refinance risks, the outlook remains stable.

The following summarizes Mitel's ratings and rating actions:

   Issuer: Mitel Networks Corporation

   -- Corporate Family Rating, Affirmed at B3

   -- Probability of Default Rating, Affirmed at B3

   -- Outlook, Unchanged at Stable

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

   -- Senior Secured First Lien Bank Credit Facility, Affirmed at
      B1 with the LGD Assessment revised to (LGD2, 25%) from B1
      (LGD2, 29%)

   -- Senior Secured Second Lien Bank Credit Facility, Affirmed at
      Caa1 with the LGD Assessment revised to (LGD5, 70%) from
      Caa1 (LGD5, 78%)

RATINGS RATIONALE

Mitel's B3 corporate family rating (CFR) is driven primarily by
Moody's perception of vulnerability to competition resulting from
its relatively small aggregate scale and from margin performance
that does not suggest a strongly positioned niche
telecommunication equipment/services offering. As well, neither
the company nor its competitors report measures that can be used
to interpret supply/demand balance or market positioning, and the
opacity of the company's relative positioning is credit-negative.
This is somewhat compounded as recent performance is difficult to
interpret given discontinuities in recent financial statements.
The strongest support for Mitel's B3 CFR stems from its ability to
generate free cash flow. With post-IPO interest expense having
been reduced and with only nominal capital expenditure
requirements, Mitel has the ability to be cash flow positive and
to gradually pay-down debt. Management's commitment to reduce debt
is a key to the rating. The company's ability and willingness to
reduce debt also provides confidence that pending refinance
activities can be addressed (Mitel's revolving credit facility
matures in 2012 with term loans maturing in 2014 and 2015).

Rating Outlook

Confidence that underlying debt reduction activities will
facilitate a refinance allows the outlook to be stable despite
deteriorating liquidity arrangements.

What Could Change the Rating -- Up

Should Adjusted Debt/EBITDA be expected to be sustained below 4.5x
with free cash flow (FCF) being sustained above 5% of Debt,
consideration for positive outlook and ratings actions would occur
(solid liquidity arrangements would be a pre-requisite).

What Could Change the Rating -- Down

The ratings may be subject to downwards migration should free cash
flow generation return to break-even or negative, or should
adverse liquidity developments occur. In particular, should
refinance arrangement become unmanageable, adverse rating actions
are likely.

The principal methodology used in rating Mitel Networks
Corporation was the Global Communications Equipment Industry
Methodology published in June 2008. 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.

Based in Ottawa, Ontario, Mitel Networks Corporation (Mitel)
provides integrated communications hardware and software for small
and medium sized businesses primarily in the United States and
Canada.


MUMTAZ HANNA GEORGE: Court Cites Flaws in Plan Outline
------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker declined to grant preliminary
approval of the Third Amended Combined Plan and Disclosure
Statement filed by Mumtaz Hanna George on July 13, 2011, citing
problems in the disclosure statement that the Debtor must correct.
The Debtor was to file an amended combined plan and disclosure
statement which corrects the problems no later than July 18, 2011.
A copy of the Court's July 15, 2011 Order is available at
http://is.gd/POdha2from Leagle.com.

Mumtaz Hanna George in Farmington Hills, Michigan, filed for
Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-72383) on
Oct. 22, 2010, represented by Ethan D. Dunn, Esq. --
bankruptcy@maxwelldunnlaw.com -- at Maxwell Dunn, PLC.  In the
petition, the Debtor estimated $1 million to $10 million in assets
and debts.


NALCO COMPANY: Fitch Places 'B+' IDR on Rating Watch Positive
-------------------------------------------------------------
Fitch Ratings has placed Nalco Company's Issuer Default Ratings of
'B+' on Rating Watch Positive.

Ecolab Inc. and Nalco announced that Ecolab will acquire Nalco for
$5.4 billion equity consideration and $2.7 billion assumed net
debt. The resulting transaction value is approximately $8.1
billion or 10.9x Nalco's LTM ending March 31, 2011 operating
EBITDA of $740 million. Closing of the transaction is expected in
the fourth quarter of 2011.

Ecolab intends to issue approximately 68.9 million Ecolab shares
valued at $3.8 billion and to use $1.6 billion cash to fund the
transaction.

The Ratings Watch Positive incorporates Fitch's expectations that
Ecolab and Nalco combined will benefit from a sizeable and
diversified specialty chemical product portfolio with pro forma
combined 2010 revenues of $10.3 billion. Together, both entities
will have leading positions in many markets for industrial and
institutional cleaning products as well as integrated water
treatment and processing chemicals and solutions.

Fitch expects that the combined entity will have a stronger credit
profile than Nalco on a standalone basis. The resulting pro forma
gross balance sheet leverage is expected to remain manageable at
approximately 2.9x, based on Ecolab's existing debt of $1.2
billion, Nalco's existing debt of $2.8 billion and up to $1.6
billion of new debt to fund the acquisition. Pro forma combined
operating EBITDA is approximately $1.9 billion. Nalco's standalone
gross debt to operating EBITDA leverage was 3.7x at March 31,
2011.

Fitch also notes that Ecolab may refinance or guarantee Nalco's
existing debt upon closing of the transaction.

Nalco's liquidity at March 31, 2011 was solid with $118.7 million
of cash on hand and $228.9 million available under the $250
million revolver maturing May 2014, after utilization of $21.1
million for letters of credit, and availability under the $150
million accounts receivable facility maturing June 2013 of $25
million after borrowings of $125 million. LTM free cash flow was
$138.3 million.

Nalco's estimated debt maturities over the next five years are
$93.3 million due in 2011 including short-term debt, $10.5 million
in 2012, $135.5 million in 2013 inclusive of drawings under the
accounts receivable facility, $10.5 million in 2014 and $10.5
million in 2015.

Fitch has placed this IDR on Rating Watch Positive:

Nalco Company

   -- Long-term IDR 'B+'.

Fitch has affirmed these ratings:

   -- Senior secured revolving credit facility at 'BB+/RR1'

   -- Senior secured term loans at 'BB+/RR1'

   -- Senior unsecured notes at 'BB/RR2'


NATIONAL AIRLINES: CEO Personally Liable for Unpaid Tax
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the chief executive officer of a bankrupt airline was
held personally liable for $8.45 million in federal taxes as the
result of a ruling from the U.S. Court of Appeals in New Orleans.

Mr. Rochelle relates that the case involved Michael Conway, the
CEO of National Airlines, which filed for reorganization in 2000
and later liquidated in Chapter 7.  Just before the initial
filing, National sent a $1.8 million check to the government in
payment of excise taxes.  The check bounced on account of the
bankruptcy filing and wasn't replaced.

According to the report, during the Chapter 11 case, the company
took advantage of a law passed by Congress to defer payment of
excise taxes in the wake of the terrorist attacks on the World
Trade Center.  The airline's Chapter 11 case was converted to
liquidation in Chapter 7 before later-arising taxes were paid.

In total, a district judge entered judgment against Conway for
$8.45 million. The 5th U.S. Circuit Court of Appeals in New
Orleans upheld in the judgment in a July 19 opinion by Circuit
Judge Catharina Haynes.  Judge Haynes said the district judge was
correct in finding that Conway was a "responsible person" and thus
personally liable for unpaid federal taxes.  She said "bankruptcy
did not change Conway's status."  The case is Conway v. U.S.,
10-40485, 5th U.S. Circuit Court of Appeals (New Orleans).

A copy of the Fifth Circuit's decision dated July 19 is available
at http://is.gd/WEEj5Zfrom Leagle.com.

                     About National Airlines

National Airlines halted operations and dismissed most of its
1,500 employees in early November 2002.  The Las Vegas-based
carrier couldn't close on a multi-million dollar financing package
necessary to emerge from chapter 11 as a reorganized company and
was unable to rustle-up an outside equity investment.  In mid-
2002, the Air Transportation Stabilization Board declined to
provide National with any form of loan guarantee.  National, 48%
owned by Harrah's Entertainment Corp., served Chicago Midway,
Chicago O'Hare, Dallas/Ft. Worth, Los Angeles, Miami, Newark, New
York JFK, Philadelphia and San Francisco with nonstop flights to
and from its Las Vegas hub.  When the Company filed for chapter 11
protection (Bankr. Nev. Case No. 00-19258) on Dec. 6, 2000, it
disclosed $103,464,700 in assets and debts totaling $119,506,900.


NATIONAL ENVELOPE: To Receive $1 Million From Ace
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that National Envelope Corp. won the right to use another
$1 million and avoid running out of cash by the end of next month.
NEC sold the business in September and said the last $1 million
for paying bills would run out by the end of August.  To re-supply
the coffers, NEC in March sued Ace American Insurance Co., one of
its insurance providers.  NEC wanted the bankruptcy judge to force
Ace to return collateral it was holding in excess of the amount
NEC said was necessary to cover outstanding claims.

According to the report, NEC and Ace were pointed toward a
settlement in June, when the bankruptcy judge turned down Ace's
attempt to have the dispute sent to arbitration.  The settlement
calls for Ace to turn over $1 million cash to NEC and retain the
remainder.  To guarantee that NEC could pay the deductible portion
of claims, NEC had deposited $4.7 million cash and $3.4 million in
letters of credit with Philadelphia-based Ace.

Mr. Rochelle also reports that at the July 20 hearing, the
bankruptcy judge also granted NEC's request and pushed out the
exclusive right to propose a Chapter 11 plan until Oct. 5.  NEC
said it is "vetting" a draft Chapter 11 plan with interested
parties.  Gores Group LLC bought the assets under a contract at an
advertised price of $208 million, including $149.9 million in
cash.  Since then, NEC settled disputes with Gores over
adjustments in the price.

                       About NEC Holdings

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

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

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


NEW ENGLAND: Moody's Upgrades Bond Rating to 'Ba1'
--------------------------------------------------
Moody's Investors Service has upgraded New England Center for
Children's bond rating to Ba1 from Ba2. The rating applies to
$11.5 million of outstanding Series 1998 bonds issued through the
Massachusetts Development Finance Agency. The outlook is revised
to stable from positive at the higher rating level.

SUMMARY RATING RATIONALE

The rating upgrade and stable outlook reflects the essentiality
and longevity of the organization, a history of producing
operating surpluses and cash flow, strengthening of balance sheet
with growth in cash balance and decrease in leverage, and
maintenance of sufficient debt service coverage.

STRENGTHS

* A niche human service provider; NECC is a school for autism
  treatment and education located 20 miles west of Boston in
  Southborough, Massachusetts; Maintains a very strong reputation
  for providing a comprehensive array of essential services
  including residential programs, day school, adult, home based,
  consulting, and foreign programs; NECC signed a long-term ten
  year agreement with the Health Authority of Abu Dhabi and
  established a comprehensive educational program in 2007; NECC
  also has developed robust research and graduate educational
  training programs

* A significant portion (nearly 80%) of special education school
  services NECC's provides are mandated by State Law Chapter 766
  and Federal IDEA Act of 2004 and cannot easily be cut or
  replaced with different services; according to management there
  have been no direct cuts to special education state funding and
  the school receives small annual inflationary tuition rate
  increases set by the State

* A demonstrated track record of producing operating surpluses and
  generating cash flow from operations (albeit fluctuating), an
  unusual accomplishment for the human service provider sector,
  and as a result has enabled NECC to steadily grow cash and
  deleverage its balance sheet (1.8% operating margin and 6.5%
  operating cash flow margin in FY 2010 excluding unrestricted
  contributions)

* In recent years, NECC has diversified its revenue stream
  reducing from nearly 97% to nearly 80% of government revenues
  (State of Massachusetts and municipalities, out-of-state
  agencies) mitigating vulnerability to possible reductions, as
  NECC has increased consulting services to public schools,
  private consulting to families globally, and successfully
  expanded operations internationally in Abu Dhabi which has
  enhanced the size and scope of the organization

* A good, tenured and stable management team who have implemented
  strategies to grow and diversify program revenues, established
  research and graduate education programs, in recent years
  developed Autism Curriculum Encyclopedia (ACE), a patented
  educational tool to serve more children in public schools and at
  the same time have been able to maintain operating
  profitability, generating cash flow from operations, investing
  in services and facilities, paying debt service and has
  strengthened the balance sheet

CHALLENGES

* Despite a steady growth in cash and decrease in leverage and
  improvement in relative measures, NECC maintains a narrow cash
  position relative to total debt obligations outstanding
  (approximately $14 million); Unrestricted cash balance improved
  to $8.1 million as of May 31, 2011, equating to 53 days cash on
  hand and 58% cash-to-debt from $5.7 million (41 days cash on
  hand and 41% cash-to-debt) at fiscal yearend (FYE) 2010; these
  levels remain below the investment grade Baa3 medians of $43
  million in cash and investments, 92 days and 75.8% cash to debt

* Ongoing operating risk given high dependence on government
  funding of programs and services (primarily from the
  Commonwealth and municipalities) and limited opportunity for
  large operating surpluses given restrictive payor environment
  with low annual inflationary tuition rate increases; the State
  approved a 1.169% tuition rate increase for SFY 2012

* Relatively small size organization with revenue base of
  approximately $54 million in FY 2010 which adds operating credit
  risk in the event there is loss of school contracts and/or
  reduced funding; the median revenue base for Baa3 ratings is
  $184 million

DETAILED CREDIT DISCUSSION

LEGAL SECURITY: The Series 1998 bonds are secured by a gross
revenue pledge and secured by a mortgage on the institution's
facilities.

DEBT STRUCTURE: The current debt structure is 92% fixed rate debt
with no swaps outstanding.

INTEREST RATE DERIVATIVES: None

RECENT DEVELOPMENTS/RESULTS

The rating upgrade and stable outlook at the higher rating level
reflects New England Center for Children's (NECC), essentiality
and longevity as an organization (operating for over 35 years),
based twenty miles west of Boston in Southborough, Massachusetts.
NECC is a 501(c)(3) non-for-profit, school of autism treatment and
education, providing a wide array of comprehensive services for
children and adults. Furthermore, NECC's revenue base has more
than doubled in size over the last thirteen years since 1998 and
has diversified in recent years with expansion of international
operations and an increase in consulting programs. The financial
performance has remained consistent with operating surpluses and
generating cash flow from operations, albeit fluctuating, but
nonetheless a very unusual accomplishment for a human service
provider. Demand for its services is evidenced by the increase in
census to 279 students in 2010 from 241 in 2006.

With the expansion of services internationally in recent years,
NECC has been able to diversify its revenue stream from about 97%
to nearly 80% of government revenues (State of Massachusetts,
municipalities, and out-of-state agencies). NECC has increased
consulting services to public schools, private consulting to
families, and successfully expanded operations internationally in
Abu Dhabi which has added a significant source income enhancing
the size and scope of the organization. In 2007, NECC entered into
an exclusive long-term ten year contract with the government of
Abu Dhabi to establish and operate a comprehensive educational
program (currently serves 42 children in day programs and 12 in
residential programs and is expected to increase to 100 and 24,
respectively after the opening of the new facility funded by the
government.

NECC expects to further increase its services and serve more
children in public schools through the development of Autism
Curriculum Encyclopedia (ACE) over the last few years, a patented
software and educational tool that includes research-based
interventions. NECC also continues to grow its consulting and
partner classroom programs both in-state, out-of-state, and
abroad.

NECC has demonstrated the ability to produce operating surpluses
and cash flow despite operating in a restrictive payor environment
with low inflationary tuition rate increases. In FY 2010, NECC
generated an operating income (excluding unrestricted
contributions) of $0.9 million (1.8% margin) up from $0.7 million
(1.5% margin) in FY 2009. Operating cash flow increased slightly
to $3.5 million (6.5% operating cash flow margin) from $3.4
million (6.8% operating cash flow margin) in FY 2009. Through
eleven months of FY 2011, operating results are on par with prior
year period results with an 0.6% operating margin and 4.7%
operating cash flow margin. Favorably, absolute operating cash
flow growth has remained relatively stable over the last thirteen
years ranging between $2.4 million and $3.6 million. As a result,
debt coverage measures have remained adequate to service a modest
debt load (measured by debt to revenues of 28% in FY 2010) with
Moody's adjusted maximum annual debt service of 2.2 times and
adjusted debt-to-cash flow of 3.8 times compared to 2.2 times and
4.2 times, respectively, in FY 2009.

Cash grew to $5.7 million at FYE 2010, equating to 41 days cash on
hand and 41% cash-to-debt. As of May 31, 2011, cash has improved
to $8.1 million (53 days and 58% cash-to-debt). Despite the
improvement, NECC still maintains a low absolute liquidity
position relative to its total debt outstanding ($13.9 million)
which Moody's believes limits operating flexibility and provides
insufficient cushion if significant operating challenges need to
be addressed. Likewise, the higher ratios are below investment
grade Baa3 medians of $43 million in cash and investments, 92 days
and 75.8% cash to debt.

Later this year, NECC is planning to possibly refinance existing
debt and issue about $2 million of new debt to finance capital
plans including a new day care center, additional parking space,
and facility renovations. NECC is also embarking on a second
capital campaign of about $8-12 million for a new building on it
campus that will be a research, graduate education training, and
technology building that will oversee the growth of ACE software
educational tool. The building is expected to be funded solely
through fundraising. NECC successfully raised little over $5
million during the organization's first capital campaign for a $5
million new aquatic center that opened in 2008.
Outlook

The stable outlook reflects the essentiality and longevity of the
organization, a history of producing operating surpluses and
better debt coverage measures and, strengthening of balance sheet
with growth in cash.

WHAT COULD MAKE THE RATING GO - UP

Continue growth and diversity of revenue base; sustained
improvement in core operating performance, continued growth in
cash position

WHAT COULD MAKE THE RATING GO - DOWN

Deterioration of operating performance; decline in cash balance,
material increase in debt without commensurate increases in
operating cash flow generation and cash reserves

KEY INDICATORS

Assumptions & Adjustments:

- Based on financial statements for The New England Center for
  Children, Inc.

- First number reflects audit year ended June 30, 2009

- Second number reflects audit year ended June 30, 2010

- Investment returns normalized at 6% unless otherwise noted

* Total operating revenues: $49.8 million; $53.8 million

* Moody's-adjusted net revenue available for debt service: $4.5
  million; $4.6 million

* Total debt outstanding: $14.2 million; $14.0 million

* Maximum annual debt service (MADS): $2.1 million; $2.1 million

* MADS Coverage with reported investment income: 2.0 times; 2.0
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.2 times; 2.2 times

* Debt-to-cash flow: 4.2 times; 3.8 times

* Days cash on hand: 43 days; 41 days

* Cash-to-debt: 39%; 41%

* Operating margin: 1.4%; 1.8%

* Operating cash flow margin: 6.8%; 6.5%

RATED DEBT (debt outstanding as of June 30, 2010)

- Series 1998 Fixed Rate Revenue Bonds ($11.5 million
  outstanding); rated Ba1

CONTACTS

Obligor: Michael Downey, The New England Center for Children,
Chief Financial Officer, (505) 658-7528

The last rating action with respect to New England Center for
Children was on February 3, 2009, when a municipal finance scale
Ba2 rating affirmed and outlook remained positive. That rating was
subsequently recalibrated to Ba2 on May 7, 2010.

METHODOLOGY

New England Center for Children's ratings were assigned by
evaluating factors believed to be relevant to the credit profile
of New England Center for Children such as i) the business risk
and competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the obligor, iii) the projected performance of the issuer over
the near to intermediate term, iv) the obligor's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the debt service coverage provided by
such revenue stream, vii) the legal structure that documents the
revenue stream and the source of payment, and viii) the obligor's
management and governance structure related to payment. These
attributes were compared against other obligor's both within and
outside of New England Center for Children's core peer group and
New England Center for Children's ratings are believed to be
comparable to ratings assigned to other obligors of similar credit
risk.


NORTEL NETWORKS: Seeks to Hire Collins as Special Irish Counsel
---------------------------------------------------------------
BankruptcyData.com reports that Nortel Networks filed with the
U.S. Bankruptcy Court a motion to retain Eugene F. Collins
(Contact: Doug Smith) as consulting expert and special Irish
counsel at the following hourly rates: partner at EUR400 and
associate/junior attorney at EUR70 to EUR250.

Separately, the Court approved the Company's motion to expand the
scope of employment of Ernst & Young to include certain services
related to the reporting of foreign bank accounts.

                      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.


NURSERYMEN'S EXCHANGE: Has Final OK to Obtain $3.5MM of DIP Loans
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
entered, on July 1, 2011, its final order authorizing Nurserymen's
Exchange, Inc., to obtain secured postpetition financing not to
exceed $3,500,000 from Wells Fargo Bank, National Association,
under the terms of the DIP Financing Agreement pursuant to the
budget previously filed.

The Debtor is also authorized to use Secured Lender's cash
collateral (consisting of the proceeds of the Secured Lender's
pre-petition collateral) to make payments to the Secured Lender on
the pre-petition obligations when due pursuant to Bankruptcy Code
Section 363(c); provided, however, at Debtor's request, Secured
Lender may also apply the Cash Collateral to any outstanding
obligations under the DIP Financing.  To the extent Secured Lender
does so, Secured Lender will have a replacement lien in the DIP
Collateral and a priority claim pursuant to Bankruptcy Code
Section 507(b) equal to the Cash Collateral so used.

As security for the repayment of the DIP Facility obligations,
Secured Lender is granted first priority security interests on all
of assets of the Debtor and its estates, including all proceeds of
the foregoing (the "DIP Collateral"), junior only to (A) valid and
perfected liens and security interests extant on the petition date
that were senior to the Pre-Petition Liens; (B) the allowed and
unpaid professional fees and disbursements incurred by Debtor's
estate, in an aggregate amount not in excess of $400,000 (the
"Carve-Out"); and (C) the payment of fees pursuant to 28 U.S.C.
Section 1930.

Wells Fargo is also granted a super-priority administrative
expense claim pursuant to Bankruptcy Code Section 364(c)(1) for
the DIP Financing.

As reported in the TCR on June 15, 2011, the U.S. Bankruptcy Court
for the Northern District of California, on June 10, 2011,
authorized the Debtor to borrow, on an interim basis, up to
$3.5 million from Wells Fargo Bank, N.A., for use through June 30,
2011, pursuant to a budget.

As reported in the TCR on June 8, 2011, Wells Fargo agreed to
provide the Debtor a senior secured super-priority revolving loan
in the maximum principal amount of $5,000,000 for working capital
purposes and to facilitate the issuance of letters of credit
pending the consummation of the planned sale of the Debtor's
assets and repayment of the Debtor's prepetition debt to Wells
Fargo.

Wells Fargo and the Debtor are parties to a Credit and Security
Agreement dated as of Aug. 15, 2008.  The pre-petition secured
debt is secured by liens on virtually all of the Debtor's real and
personal property assets.  The principal amount of the debt was
$15,490,150 as of the Petition Date, plus interest.  In addition,
the Debtor is contingently liable to Wells Fargo on a posted
letter of credit in the amount of $915,000, which liability is
secured by the Prepetition Collateral.

Pursuant to the Credit and Security Agreement dated May 23, 2011,
between Nurserymen's Exchange and Wells Fargo, the DIP loan will
automatically terminate on the earliest to occur of: (i) 30 days
after the Petition Date if a Final Order on terms acceptable to
Wells Fargo is not entered by the date; (ii) Aug. 5, 2011 -- or
the later date as the parties may agree; (iii) the effective date
of a plan of reorganization; (iv) the closing of the sale to a Bay
Area buyer of land not used in the operation of the Debtor's
business for $8,000,000 -- PUD Sale -- or the Operating Asset Sale
the proceeds of which will satisfy the Secured Debt in full; and
(v) an Event of Default as that term is defined in the DIP
Agreement.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

Katten Muchin & Rosenmann, LLP, is the Debtor's special counsel,
Chelliah & Associates is the Debtor's restructuring and turnaround
consultants and advisors.  FocalPoint Securities, LLC, is the
Debtor's investment banker and financial advisor.  Calegari &
Morri is the Debtor's accountant.  The Abernathy MacGregor Group,
Inc., is the Debtor's corporate communications consultant.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.


NURSERYMEN'S EXCHANGE: Court OKs Finestone Law Firm as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has approved Nurserymen's Exchange, Inc.'s application to employ
the Law Offices of Stephen D. Finestone as its bankruptcy counsel.

The Debtor will pay the Firm its customary hourly rates in effect
from time to time and to reimburse the Firm for its expenses
according to its customary reimbursement policies.  The current
hourly rates of the attorneys handling the Chapter 11 case are:

     Stephen D. Finestone            $395
     John F. Sullivan                $320

The Firm also anticipates using a paralegal, Ngoc Truong.
Ms. Truong's hourly billing rate is $75.

The Debtor paid the Firm a pre-petition retainer of $75,000.  As
of the bankruptcy filing date, $10,000 of the retainer remained.

Mr. Finestone, Esq., attests that neither the Firm, nor any of its
members or employees, have any connection with the Debtor, any
creditors of the estate, any party in interest, their attorneys or
accountants, any judge of this Court, the United States Trustee or
any person employed in the office of the United States Trustee.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Omni Management Group, LLC, is the claims and notice agent.
C&A, Inc., serves as financial advisor.  The Debtor disclosed
$34,755,036 in assets and $24,772,945 in liabilities in its
schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.


NURSERYMEN'S EXCHANGE: Can Hire Omni Management as Claims Agent
---------------------------------------------------------------
Nurserymen's Exchange, Inc., has obtained Bankruptcy Court
approval to employ Omni Management Group, LLC, as claims
administrator and noticing agent as of the Petition Date.

As reported in the Troubled Company Reporter, Brian K. Osborne,
a member of Omni, will be primarily responsible for the
engagement.  He attests that Omni is a disinterested person and
does not hold or represent an interest adverse to the estate, and
does not have any connection with the Debtor, the creditors, or
any other party in interest in these cases, or their attorneys or
accountants, and is not related or connected to any United States
Bankruptcy Judge or district Judge for the Northern District of
California or the United States Trustee for Region 17.

Mr. Osborne may be reached at:

          Brian K. Osborne
          OMNI MANAGEMENT GROUP, LLC
          16501 Ventura Blvd., Suite 440
          Enico, CA 91436
          Tel: 818-906-8300

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.

Katten Muchin & Rosenmann, LLP, is its special counsel. Chelliah &
Associates is its restructuring and turnaround consultants and
advisors. FocalPoint Securities, LLC, is investment banker and
financial advisor. Calegari & Morri is its accountant. The
Abernathy MacGregor Group, Inc., is its corporate communications
consultant.


NURSERYMEN'S EXCHANGE: Can Hire Katten Muchin as Special Counsel
----------------------------------------------------------------
Judge Dennis Montali has authorized Nurserymen's Exchange, Inc.,
to employ Katten Muchin & Rosenmann, LLP, as its special corporate
counsel.

As reported in the Troubled Company Reporter on June 14, 2011,
Katten's work includes negotiating and preparing documents
relating to the disposition of assets, as requested by the Debtor;
advising the Debtor on financing and financing-related matters and
transactional matters relating to the sale of the Debtor's assets;
assisting the lead bankruptcy counsel -- The Law Offices of
Stephen D. Finestone -- in formulating, negotiating, preparing and
promulgating on behalf of Debtor a plan of reorganization or
liquidation, a disclosure statement and all related documents; and
assisting the lead bankruptcy counsel in matters related to the
administration of the Debtor's estate.

Judge Montali also ordered that Katten will be compensated at
these hourly rates:

     Billing Category                           Range
     ----------------                        ----------
     Partners                                $530 - 895
     Associates                              $300 - 525
     Paraprofessionals                       $150 - 295

Katten professionals who are expected to have primary
responsibility for providing services to the Debtor are:

     Mark A. Conley (Corporate Partner)         $665/hour
     Benzion J. Westreich (Real Estate
             Partner)                           $650/hour
     Alissa B. Mafrice (Real Estate Associate)  $460/hour
     Philip Lang (Corporate Associate)          $460/hour
     Efrain R. Miron (Corporate Associate)      $385/hour

Katten's Mark A. Conley, Esq. -- mark.conley@kattenlaw.com --
attests that the firm has no connection with the Debtor, its
creditors or any other party in interest, the United States
Trustee or any person employed in the office of the United States
Trustee.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.

Katten Muchin & Rosenmann, LLP, is its special counsel. Chelliah &
Associates is its restructuring and turnaround consultants and
advisors. FocalPoint Securities, LLC, is investment banker and
financial advisor. Calegari & Morri is its accountant. The
Abernathy MacGregor Group, Inc., is its corporate communications
consultant.


NURSERYMEN'S EXCHANGE: Committee Taps Epiq as Information Agent
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Nurserymen's Exchange, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of California to retain
Epiq Bankruptcy Solutions, LLC, as information agent as of
June 21, 2011.

The professional services Epiq will provide as the Committee's
information agent include:

   (a) creating and maintaining a Web site with general case
       information provided by the Committee, key documents, claim
       search function, and mirror of ECF case docket;

   (b) providing links to the Debtor's Web site, the Bankruptcy
       Court for the Northern District of California, and the
       Office of the United States Trustee;

   (c) providing contact information for the Debtor's and
       Committee's professionals;

   (d) maintaining an electronic inquiry form for creditors to
       submit questions and comments; and

   (e) providing other claims, noticing, balloting, and related
       administrative services as may be requested from time to
       time.

The Committee believes that Epiq's primary responsibility will be
creating and maintaining a Web site of case information.  For this
task, Epiq will receive a Web site hosting fee of $200 per month,
plus hourly rates ranging from $36 to $265 for related services
performed by its professionals.

                   About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.

Katten Muchin & Rosenmann, LLP, as its special counsel. Chelliah &
Associates as its restructuring and turnaround consultants and
advisors. FocalPoint Securities, LLC, as investment banker and
financial advisor. Calegari & Morri as accountant. The Abernathy
MacGregor Group, Inc., as its corporate communications consultant.


O&G LEASING: Aims Full Repayment of Unsecured Claims in 24 Mos.
---------------------------------------------------------------
O&G Leasing, LLC, et al., submitted to the U.S. Bankruptcy Court
for the Southern District of Mississippi a plan of reorganization
and disclosure statement dated July 1, 2011.

The Plan contemplates the substantive consolidation of the
Debtors, solely purposes related to the Plan.

The Plan provides for payment in full of all administrative
claims, tax claims and priority claims, and for payment Secured
and unsecured claims from cash on hand and revenues generated from
operations.  The interest in O&G will be cancelled.

                                                        Estimated
Class/Claim          Treatment                          Recovery
-----------          ---------                         ---------
Unclassified Claims  Paid in full

1 WSB Secured Claim  New 5-year secured term loan     $4,504,177

2 Senior Debentures  If allowed, will be issued          Up to
   Secured Claim      New Debentures in face          $25,955,000
                      amount of $25,955,000

3 Other Secured      Paid in full, arrearage             $59,440
   Claims             paid in extended installment
                      payments

4 General            Repaid in full over              $1,016,497
   Unsecured Claims   24 months

5 Unsecured          Alternate treatment              $7,610,000
   Debenture Claims                                to $33,565,000

6 Octane Claims      Receive new membership                   $0
                      Interests in O&G

7 Unsecured          If Class 2 claims are                    $0
   Deficiency Claims  allowed, Class 7 Claims
                      will be discharged

8 Interests          Cancelled and extinguished               $0

A copy of the Disclosure Statement is available for free at:

          http://bankrupt.com/misc/OGLEASING_DSJul1.pdf

Jackson, Mississippi-based O&G Leasing, LLC, filed for Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Case No. 10-01851) on
May 21, 2010.  Douglas C. Noble, Esq., at McCraney Montagnet &
Quin, PLLC, assists the Company in its restructuring effort.  The
Company estimated $10 million to $50 million in assets and $50
million to $100 million in liabilities.


OASIS PLUS: Owner Files for Ch. 11 to Stop Foreclosure
------------------------------------------------------
Deborah Gates at delmarvanow.com reports that Neil Hitchcock owner
of Oasis Plus Car Wash in Salisbury, Maryland, filed for Chapter
11 bankruptcy protection, canceling a foreclosure auction of the
business called by lender Calvin B. Taylor Bank.  Ms. Gates notes
the bank canceled an auction by Tranzon National Auctions.

According to the report, the U.S. Bankruptcy Court of the District
of Baltimore will review the case and decide whether to approve
the bankruptcy.

The car wash came under scrutiny soon after it opened in 2008
behind Staples off North Salisbury Boulevard in Salisbury, when
city officials noticed a peak average of 6,000 gallons of water
per day used at the facility, versus the 875 gallons that
Mr. Hitchcock had projected.  Mr. Hitchock is the owner of a
state-of-the-art car wash accused of taxing the city's sewage
system with excessive water usage.

Mr. Hitchcock blamed faulty water recycling equipment that failed
to recycle water and reduce volume.  A year ago, the Salisbury
City Council agreed to defer action on the money owed until after
a city evaluation of water usage at the facility that is scheduled
to end August 30, notes Ms. Gates.


PEACH HOLDINGS: Moody's Reviews 'C' Ratings for Possible Upgrade
----------------------------------------------------------------
Moody's Investors Service put the Corporate Family and Senior
Secured Bank Credit Facility ratings of Peach Holdings, Inc., now
known as PEACHHI, LLC on review for possible upgrade. The
Company's Corporate Family and Senior Debt are currently rated
"C."

Moody's initiated the review as a result of the Company's merger
with JG Wentworth LLC., a market leader in the structured
settlements business, in July 2011. During its review, Moody's
will examine the combined Company's long-term business plan, with
specific focus on funding structure and profit and return
dynamics. Moody's will also evaluate the combined Company's
ability to cover debt interest payments, as well as its ability to
manage its sizeable term loan maturing in 2013.

The last rating action on Peach was on October 28, 2009, when
Moody's confirmed the Company's Corporate Family and Senior Debt
ratings and assigned a stable outlook.

The principal methodology used in rating Peach is Analyzing The
Credit Risks Of Finance Companies, which can be found at
www.moodys.com in the Credit Policy & Methodologies directory, in
the Rating Methodologies subdirectory. Other methodologies and
factors that may be considered in the process of rating this
issuer can also be found in the Credit Policy & Methodologies
directory.

Peach operates in the structured settlement, life settlement and
other ancillary businesses and is located in Boynton Beach, FL.

Please see ratings tab on the issuer/entity page on www.moodys.com
for the last rating action and the rating history


PERKINS & MARIE: Closes Three Restaurants in South California
-------------------------------------------------------------
Nancy Luna at the Orange County Register reports that Perkins &
Marie Callender's Inc. confirmed that it recently closed three
restaurants in Southern California and one in Las Vegas.  The
closures included one location in Orange County that's been open
for 45 years.  Addresses of the Southern California closures:

  * 23365 Hawthorne Blvd Torrance,
  * 353 E. 17TH St. Costa Mesa, and
  * 2300 E. Foothill Blvd Pasadena.

                 About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

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


PERKINS & MARIE: Committee Asks for OK for Ropes & Gray as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Perkins & Marie Callender's Inc., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain Ropes
& Gray LLP as its counsel.

Ropes & Gray will represent the Committee in the bankruptcy
proceedings.  The Committee has also selected the law firm of
Landis Rath & Cobb LLP to serve as co-counsel to Ropes & Gray,
subject to the approval of the Court.  Ropes & Gray and Landis
will use their best efforts to avoid duplication of efforts.

The hourly rates of Ropes & Gray's personnel are:

         Partners                          $650 - $1,120
         Special Counsel and Counsel       $495 - $1,030
         Associates                        $285 -   $720
         Paraprofessionals                 $145 -   $305


Professionals with primary responsibility to the Committee are:

         Mark R. Somerstein, partner            $930
         Benjamin L. Schneider, associate       $660
         Jose Raul Alcantar, associate          $535
         Darren T. Azman, associate             $360

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

The Committee set an Aug. 2, hearing on its request to retain
Ropes & Gray.

                 About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases.  Ropes & Gray LLP
serves as the Committee's counsel.  Landis Rath & Cobb serves as
Delaware counsel for the Committee.  FTI Consulting serves as
restructuring and financial advisor for the Committee.


PERKINS & MARIE: Wins OK for Whitby Santarlasci as Fin'l Advisor
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Perkins & Marie Callender's Inc., et al.,
to employ Whitby, Santarlasci & Company as financial advisor and
investment banker to assist in the rehabilitating of their
business and developing, negotiating and confirming a plan or
plans of reorganization.

As reported in the Troubled Company Reporter on July 12, 2011,
WS&Co. will be paid, among other things:

   a) a monthly fee of $65,000, provided however that 50% of the
      monthly fees paid will be credited against any
      recapitalization fee or M&A fee;

   b) an asset sale fee of 1.25% of the total consideration paid
      or to be paid for the sale of assets conveyed in any asset
      transaction, payable in cash upon the consummation of the
      transaction;

   c) a M&A fee equal to $1,500,000 payable in cash, however,
      WS&Co. will be entitled to only a single M&A fee if more
      than one M&A transaction is consummated; and

   d) a recapitalization fee equal to $1,500,000 payable in cash.

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

                 About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases.  Ropes & Gray LLP
serves as the Committee's counsel.  Landis Rath & Cobb serves as
Delaware counsel for the Committee.  FTI Consulting serves as
restructuring and financial advisor for the Committee.


PERKINS & MARIE: Young Conaway Approved as Delaware Counsel
-----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Perkins & Marie Callender's Inc., et al.,
to employ the law firm of Young Conaway Stargatt & Taylor, LLP as
their Delaware counsel.

As reported in the Troubled Company Reporter on July 12, 2011, the
principal attorneys and paralegal designated to represent the
Debtors and their hourly rates are:

         Robert S. Brady, partner                  $675
         Robert F. Poppiti, Jr., associate         $300
         Morgan L. Seward, associate               $280
         Debbie Laskin, paralegal                  $225

Young Conaway received $25,000 initial retainer and another
$25,000 retainer supplement.  In addition, the firm received a
payment of $24,992 on account of fees and expenses incurred
prepetition.  The retainer was applied to the firm's outstanding
balance as of the Petition Date, $39,826.

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

                 About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases.  Ropes & Gray LLP
serves as the Committee's counsel.  Landis Rath & Cobb serves as
Delaware counsel for the Committee.  FTI Consulting serves as
restructuring and financial advisor for the Committee.


PERKINS & MARIE: Can Hire Troutman Sanders as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Perkins & Marie Callender's Inc., et al.,
to employ Troutman Sanders LLP as bankruptcy counsel.

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

                 About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors in the Debtors' cases.  Ropes & Gray LLP
serves as the Committee's counsel.  Landis Rath & Cobb serves as
Delaware counsel for the Committee.  FTI Consulting serves as
restructuring and financial advisor for the Committee.


PETER J GRAVES: Investors Get Final Crack on Lawsuit
----------------------------------------------------
Bankruptcy Judge Steven Rhodes dismissed an amended complaint
investors filed against Peter J. Graves.  Judge Rhodes, however,
added he will allow the plaintiffs one last opportunity to file
another amended complaint.  The deadline to file another amended
complaint is Aug. 17, 2011.

Peter J. Graves filed for chapter 11 relief (Bankr. E.D. Mich.
Case No. 10-53046) on April 21, 2010. The case was converted to
chapter 7 on Aug. 16, 2010.

On Nov. 8, 2010, a group of 18 investors filed the adversary
proceeding against Mr. Graves to determine dischargeability of
debt under 11 U.S.C. Secs. 523(a)(2)(A) and (a)(4).  The
plaintiffs alleged that they loaned money to Mr. Graves to be used
for the acquisition and construction of real estate developments
in Arizona.  The plaintiffs further alleged that Mr. Graves was
actually engaged in a Ponzi scheme and that all of their funds
were used to support Mr. Graves's lavish lifestyle and to pay
dividends to other investors.

The case is William and Susan Simonson, et al., v. Peter J.
Graves, Adv. Proc. No. 10-07231 (Bankr. E.D. Mich.).  A copy of
Judge Rhodes' July 20, 2011 Opinion is available at
http://is.gd/S8XTebfrom Leagle.com.

                About Peter Graves & Double G Ranch

Peter J. Graves, based in East Jordan, Michigan, filed for Chapter
11 bankruptcy (Bankr. E.D. Mich. Case No. 10-53046) on April 21,
2010.  Judge Thomas J. Tucker was originally assigned to the case.
It was later assigned to Judge Steven W. Rhodes.  Sheldon S. Toll
PLLC -- lawtoll@comcast.net -- serves as Mr. Graves' counsel.  In
his petition, Mr. Graves estimated assets of $100,001 to $500,000
and debts of $1 million to $10 million.

Mr. Graves' business, Double G. Ranch, LLC, in Scottsdale,
Arizona, filed for Chapter 11 (Bankr. E.D. Mich. 10-53029) on
April 20, 2010.  Judge Rhodes oversees the case.  Matthew Wilkins,
Esq. -- wilkins@bwst-law.com -- at Brooks Wilkins Sharkey & Turco,
serves as bankruptcy counsel to Double G Ranch.  In its petition,
Double G Ranch estimated $10 million to $50 million in both assets
and debts.  The petition was signed by Mr. Graves, as president.


PHILADELPHIA ORCHESTRA: Musicians Demands Endowment Information
---------------------------------------------------------------
Peter Dobrin at Inquirer Music Critic reports that the musicians'
union continued to demand -- and Philadelphia Orchestra management
continued to resist -- the release of information relating to the
orchestra's endowments.

According to the report, specifically, lawyers for the pension
fund of the American Federation of Musicians argued in U.S.
Bankruptcy Court that their side was entitled to a large-scale
probe of the orchestra's finances and operations to help determine
whether the endowments might end up being used to satisfy the
pension fund's potential claim as the largest creditor in the
orchestra's Chapter 11 case.

The report notes Judge Eric L. Frank said he would consider the
question and issue a ruling.

Music Critic says whether the pension fund is owed millions by the
orchestra depends on whether the Philadelphia Orchestra
Association in fact withdraws from the fund.  Though the
association has not formally ended its participation in the
pension program, it has said it intends to do so.

Music Critic adds AFM Lawyers said such a withdrawal would trigger
a $35 million tab due to the fund using what they said were newly
calculated figures. Previous estimates were between $23 million
and $25 million.

The report relates that the association wants to move musicians
from the AFM defined-benefit pension plan to a defined-
contribution plan.

                 About the Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHOENIX EMERGENCY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Phoenix Emergency Medical Services, Inc.
        aka Phoenix EMS
        761 Carolina
        Katy, TX 77494

Bankruptcy Case No.: 11-36166

Chapter 11 Petition Date: July 20, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Dawn Guilliams, Esq.
                  THE ADAMS LAW FIRM
                  23501 Cinco Ranch Blvd., Suite H205
                  Katy, TX 77494
                  Tel: (281) 391-9237
                  Fax: (281) 391-0451
                  E-mail: dguilliams@adamslawfirm.com

Estimated Assets: $0 to $50,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Patricia Scudder, president.


PINNACLE HILLS: Gets Case Dismissal After Abandoning Assets
-----------------------------------------------------------
Judge Ben Barry of the U.S. Bankruptcy Court for the Western
District of Arkansas, Fayetteville Division, dismissed the Chapter
11 case of Pinnacle Hills West, LLC.

As previously reported by The Troubled Company Reporter on
June 30, 2011, the Debtor asked the Court to dismiss its case
after abandoning its chief asset by court order and the
determining that possibility of an effective reorganization does
not exist at this time.

The Court directed the Debtor to pay the U.S. Trustee the
appropriate sum required pursuant Section 1930(a)(6) of the
Judiciary and Judicial Procedures Code and provide to the U.S.
Trustee an appropriate affidavit indicating the cash disbursements
for the relevant period.

Rogers, Arkansas-based Pinnacle Hills West, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Ark. Case No. 11-71721) on
April 11, 2011.  The Debtor disclosed $35,543,490 in assets and
$62,302,543 in liabilities as of the Chapter 11 filing.  Stanley
V. Bond, Esq., at Bond Law Office, in Fayetteville, Arizona,
serves as counsel.


PONIARD PHARMACEUTICALS: Gets Delisting Notice From Nasdaq
----------------------------------------------------------
Poniard Pharmaceuticals, Inc. on July 19, 2011, it received
written notice from the Nasdaq Listing Qualifications Staff that
the Company's common stock will be delisted from The Nasdaq
Capital Market effective July 28, 2011, for failure to regain
compliance with the $1.00 minimum bid price requirement for
continued listing on The Nasdaq Capital Market.  The Company has
requested an oral hearing before a Nasdaq Hearings Panel to appeal
the determination and present a plan to regain compliance with all
applicable listing requirements.  The hearing request and hearing
stay the delisting pending the Panel's decision.  There can be no
assurance that the Company's plan of compliance will be accepted
by the Panel or that the appeal otherwise will be successful.

As previously announced, on July 20, 2010, the Nasdaq Staff
notified the Company that the bid price of its common stock had
closed at less than $1.00 per share over the previous 30
consecutive business days and, as a result, did not comply with
Listing Rule 5450(a)(1). In accordance with Listing Rule
5810(c)(3)(A), the Company was provided 180 calendar days, or
until January 18, 2011, to regain compliance with the minimum bid
price requirement. On December 17, 2010, the Company transferred
its common stock listing to The Nasdaq Capital Market and
subsequently, on January 19, 2011, was afforded a second 180
calendar day compliance period, or until July 18, 2011.  The
Company has not regained compliance with the minimum bid price
requirement.

As described in its definitive Proxy Statement filed with the SEC
on April 27, 2011, Poniard recently sought shareholder approval of
a proposal authorizing its Board of Directors to effect a reverse
stock split. On July 22, 2011, the Company adjourned the annual
meeting of shareholders with an insufficient number of returned
proxies and "FOR" votes to approve the reverse stock split
proposal.  Of the Company's common shares outstanding and entitled
to vote at the annual meeting, approximately 49.2 percent returned
proxies.  Among returned proxies, approximately 91.6 percent
(representing approximately 29.1 million votes) voted in favor of
the reverse stock split proposal.  Approximately 0.9 percent of
total shares abstained, and approximately 7.5 percent of total
shares voted against the reverse stock split proposal.  The
affirmative vote of a majority of the Poniard shares outstanding
and entitled to vote is required to approve a reverse stock split
under applicable law.

Poniard Pharmaceuticals also filed a Form S-4 Registration
Statement with the U.S. Securities and Exchange Commission
relating to its proposed merger with ALLOZYNE, Inc., a privately
held biotechnology company focused on the development of
bioconjugated protein therapeutics.  The definitive merger
agreement was entered into on June 22, 2011.  The boards of
directors of both companies have approved the merger transaction,
which is subject to customary closing conditions, including
approval by ALLOZYNE's and Poniard's respective stockholders and
receipt of approval for listing of the combined company's common
stock on The Nasdaq Capital Market.

"We believe that the proposed merger of Poniard and ALLOZYNE will
create a robust company with a multifaceted strategy and presents
a unique opportunity for creating long-term value for our
shareholders," said Ronald A. Martell, Chief Executive Officer of
Poniard.  "With shareholder support for the merger and the
necessary reverse split of Poniard's common stock, we anticipate
closing of the transaction during the second half of 2011."

In addition to registering the shares of Poniard common stock to
be issued to the stockholders of ALLOZYNE in the merger, the
Registration Statement contains proxy materials for a special
meeting of Poniard shareholders.  At that meeting, Poniard
shareholders will be asked to approve the issuance of Poniard
common stock and the resulting change of control of Poniard
pursuant to the merger agreement and the amendment of Poniard's
articles of incorporation to effect a reverse stock split of
Poniard's issued common stock, at a ratio of 1-for-25. Poniard
will need to implement the reverse stock split to obtain the
listing of the combined company on The Nasdaq Capital Market,
which is one of the conditions to the closing of the merger.  Once
the Registration Statement is declared effective by the SEC,
Poniard expects to set a record date for shareholders entitled to
notice of and to vote at the special meeting as well as a meeting
date.

                   About Poniard Pharmaceuticals

Poniard Pharmaceuticals, Inc. -- http://www.poniard.com/-- is a
biopharmaceutical company focused on the development and
commercialization of innovative oncology products.


POTLATCH CORP: Moody's Affirms Corporate Family Rating at 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has affirmed the corporate family and
senior unsecured debt ratings (Ba1) of Potlatch Corporation and
revised the rating outlook to positive from stable.

The outlook revision reflects the increase in Potlatch's
unencumbered timberland base following the amendment of its credit
facility to reduce availability to $150 million from $250 million
and the corresponding release of approximately 289,000 acres of
timberlands from the collateral pool for the line of credit and
other debt with negative pledges. Moody's also acknowledges that
Potlatch's dividend payout ratio has declined significantly and
has remained below 100% over the past several quarters. Moody's
notes, however, that certain timberland sales contributed to that
improvement. Also positively, Potlatch's liquidity benefits from
an undrawn $150 revolving credit line and total debt maturities of
under $80 million through 2015. In addition, Moody's believes that
the market value of Potlatch's timberlands significantly exceeds
the book value, providing further support for positive rating
momentum.

Offsetting these positives, are the cyclicality of the end markets
for timber, as well as continuing challenges in the housing space
in the US. Moody's is encouraged, however, by increased demand
from Asia, specifically China and Japan.

As stated previously by Moody's, a rating upgrade would depend on
Potlatch generating consistent operating cash flows sufficient to
cover its dividend burden fully and maintaining adequate
liquidity, while having more consistent operating margins.

A significant decline in the REIT's earnings resulting in a
consistent dividend shortfall or any liquidity concerns would
bring the ratings back to stable. In addition, Moody's would view
consistent de-capitalization of the REIT via significant asset
sales as a credit negative.

These ratings were affirmed with a positive outlook:

Potlatch Corporation -- corporate family rating at Ba1, senior
unsecured debt at Ba1

Moody's last rating action with respect to Potlatch was on
December 17, 2008, when Moody's affirmed the ratings and revised
the rating outlook to stable from developing.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms,
published in July 2010.

Potlatch Corporation [NYSE: PCH] is a timber REIT that owns 1.5
million acres of timberland in Arkansas, Idaho, and Minnesota. As
of March 31, 2011, its assets totaled $757 million and its
shareholders' equity was $192 million.


RASER TECHNOLOGIES: Evergreen-FE to Offer Competing Ch. 11 Plan
---------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that the chief creditor
of a stalled geothermal power plant in New Mexico urged a Delaware
bankruptcy judge on Monday to let it introduce a Chapter 11 plan
to rival debtor Raser Technologies Inc.'s own proposal and stave
off foreclosure.

Law360 relates that Evergreen-FE Lightning Dock LLC asked U.S.
Bankruptcy Judge Kevin Carey to terminate Raser's exclusivity
period and open the door to a competing plan for the Lightning
Dock geothermal plant that it claims is vastly preferable to the
debtor's "unconfirmable" plan.

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

A three-member official committee of unsecured creditors has been
formed in the Chapter 11 case.  Foley & Lardner LLP represents the
Committee.  The Committee also tapped Womble Carlyle Sandridge &
Rice, PLLC, as co-counsel, BDO Consulting, a division of BDO USA,
LLP, as its financial advisor and accountant; and BDO Capital
Advisors, LLC its investment banker.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RCC NORTH: Bankruptcy Judge Curley Won't Recuse Self
----------------------------------------------------
Bankruptcy Judge Sarah Sharer Curley won't recuse herself from the
bankruptcy case of RCC North, LLC.  The Debtor sought recusal,
saying disqualification is required because the Court (1)
"stopped" a contested confirmation hearing on the Debtor's plan of
reorganization "in mid-witness;" (2) lifted the automatic stay
"apparently based on the lack of certain funds being on deposit;"
(3) "when faced with a motion to reconsider," the Court
"effectively selected" the "creditor's reorganization plan by
placing the Debtor in a position of harming its right to appeal or
having the creditor's plan confirmed;" and (4) "[returned] from
vacation to hear a simple and routine motion."  According to Judge
Curley, the Debtor has shown no basis, in fact or law, to grant
the motion. A July 20, 2011 Memorandum Decision, a copy of which
is available at http://is.gd/OgbaQKfrom Leagle.com, explains
Judge Curley's decision.

                     About RCC North LLC

Scottsdale, Arizona-based RCC North LLC owns and operates two
Class A office buildings and the related corporate campuses known
as Phase I and Phase II of the Raintree Corporate Center located
north of the northeast corner of Loop 101 (Pima Freeway) and
Raintree Drive, at 15333 North Pima Road and 15111 North Pima
Road, respectively, in Scottsdale, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-11078) on April 15, 2010.  John J. Hebert, Esq.,
Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli
Shughart PC, represent the Debtor in its restructuring effort.
The Company estimated its assets and debts at $50 million to
$100 million in its Chapter 11 petition.


REALTY EXECUTIVES: Agents Regroup to Form New Tucson Franchise
--------------------------------------------------------------
Roger Yohem at Inside Tucson Business reports that as the Arizona
division of Realty Executives continues its Chapter 11 bankruptcy
reorganization, most of the firm's Tucson agents have put together
a reorganization of their own.  After the Tucson division was
closed earlier this year, about 80 of them banded together with a
group of local owners to form their own franchise.

According to the report, Kynn Escalante, managing agent of the new
company, said the Tucson group will be affiliated with Realty
Executives International.  A purchase agreement was signed June 1
splitting off the Tucson market from the financially troubled
Phoenix operations.  Formal authorization is pending from the
Arizona Department of Real Estate.

Based in Phoenix, Arizona, Realty Executives Inc. filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-
12497) on April 30, 2011.  Judge Randolph J. Haines presides over
the case.  Andrew Hardenbrook, Esq., Steven D. Jerome, Esq., and
Blake T. Hardwick, Esq., at Snell & Wilmer LLP, and, Paul Sala,
Esq., at Allen, Sala & Bayne PLC, represent the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


REITTER CORP: Termination Date of Term Loans Extended to Sept. 1
----------------------------------------------------------------
Reitter Corporation, dba Hospital San Gerardo, and Banco Popular
de Puerto Rico seek approval from the U.S. Bankruptcy Court for
the District of Puerto Rico of a stipulation amending the loan
agreement between the two parties.

The loan agreement is amended to extend the termination date of
the certain tranches of term loans to Sept. 1, 2011.

Banco Popular has a secured claim for $10,182,258.
The Debtor's proposed Chapter 11 plan provides that Banco Popular
will be paid in full at a 25 year amortization rate accruing a per
annum interest rate of 5% with a balloon payment of the
outstanding balance on April 30, 2014.  The bank will retain
unaltered its first mortgage on Reitter's realty and its lien over
almost all of Reitter's assets.

                    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.


REITTER CORP: Has Access to Cash Collateral Until Sept. 1
---------------------------------------------------------
Reitter Corporation, dba Hospital San Gerardo, Banco Popular de
Puerto Rico and the U.S. Internal Revenue Service seek approval
from the U.S. Bankruptcy Court for the District of Puerto Rico a
stipulation allowing the Debtor's continued use of cash
collateral.

In exchange for the Debtor's use of cash collateral securing its
indebtedness to the IRS, the Debtor will make monthly payments to
the IRS in the amount of $25,000 and the Debtor will grant
postpetition replacement liens and security interests to the IRS.

The Debtor, under the stipulation, is authorized to use cash
collateral securing its indebtedness to BPPR from the period
commencing June 1, 2011, and ending on September 1, 2011, or upon
the occurrence of an event of default.  In return, the Debtor will
continue to deposit the proceeds from the sale of any of the
Debtor's inventory to accounts with BPPR.  BPPR has consented to
adjust the applicable interest to 6.75% as of August 10, 2010, not
to exceed a fixed monthly amount of $60,000 for all Debtor's
obligations with BPPR under the Loan Documents.

BPPR is also granted a replacement lien and a postpetition
security interest on all of the assets and collateral of the
Debtor.  The Debtor will also pay $60,000 to BPPR every month.

BPPR is represented by:

   Jose R. Gonzalez-Irizarry, Esq.
   jrgi@mcvpr.com
   Monique J. Diaz-Mayoral, Esq.
   mjd@mcvpr.com
   MCCONNELL VALDES LLC
   PO Box 364225
   San Juan, PR 00936-4225
   Telephone: (787)250-5636 / 5681
   Facsimile: (787) 759-2787 / 2783

The IRS is represented by:

   Andrew C. Strelka, Esq.,
   Trial Attorney, Tax Division
   U.S. Department of Justice
   Post Office Box 227
   Ben Franklin Station
   Washington, D.C. 20044
   Telephone: (202) 616-8994
   Fax: (202) 514-6866
   E-Mail: andrew.c.strelka@usdoj.gov

                    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.


RENEGADE HOLDINGS: Suit v. Huntington Survives Motion to Dismiss
----------------------------------------------------------------
Bankruptcy Judge William L. Stocks declined to dismiss the
lawsuit, Peter L. Tourtellot, Trustee for Renegade Holdings, Inc.,
Alternative Brands, Inc., and Renegade Tobacco Company, v. The
Huntington National Bank, Adv. Proc. No. 11-6007 (Bankr.
M.D.N.C.).  The Plaintiff, as chapter 11 trustee for the Debtors,
seeks to avoid guaranties in which the Debtors purported to
guarantee the obligation of PTM Technologies, Inc., to the
Defendant under a promissory note from PTM on the theory that the
guaranties constitute fraudulent conveyances under section
548(a)(1)(B) of the Bankruptcy Code.  Pursuant to Rule 7012 of the
Federal Rules of Bankruptcy Procedure and Rule 12(b)(6) of the
Federal Rules of Civil Procedure, the Defendant seeks to dismiss
the Plaintiff's amended complaint for failure to state a claim for
relief, and for failure to plead claims with sufficient
particularity as required by Rule 7008 of the Federal Rules of
Bankruptcy Procedure and Rule 8 of the Federal Rules of Civil
Procedure.

In his July 20, 2011 Memorandum Opinion, Judge Stocks held that
the allegations in the amended complaint are sufficient to state a
plausible claim that the Debtors did not receive reasonably
equivalent value for guaranteeing the indebtedness of PTM.  The
amended complaint states a claim for relief under section
548(a)(1)(B) and is not subject to dismissal under either Rule 8
or Rule 12(b)(6).  A copy of Judge Stocks' decision is available
at http://is.gd/gZ79YYfrom Leagle.com.

                     About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.


REVIVAL OUTREACH: Court Cites Flaws in Plan Outline
---------------------------------------------------
Bankruptcy Judge Thomas J. Tucker said he cannot yet grant
preliminary approval of the disclosure statement explaining the
Combined Plan and Disclosure Statement filed by Revival Outreach
Center International Church on July 8, 2011, citing a laundry-list
of problems that the Debtor must correct.  The amendments were due
to be filed July 21, 2011.  A copy of Judge Tucker's July 15, 2011
Order is available at http://is.gd/cqsmtPfrom Leagle.com.

        About Revival Outreach Center International Church

Revival Outreach Center International Church, based in Royal Oak,
Michigan, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No.
11-46419) on March 10, 2011.  Judge Thomas J. Tucker oversees the
case. Erica J. Ehrlichman, Esq. -- erica@findlinglaw.com -- at The
Findling Law Firm PLC serves as bankruptcy counsel.  In its
petition, the Debtor estimated assets and debts between $1 million
and $10 million.  The petition was signed by David Findling,
special restructuring officer.


RICHARD KLARCHECK: Judge Tosses Out Chapter 11 Case
---------------------------------------------------
Carrie Miller at GlenviewPatch reports that a judge threw out
Chicago mobile home magnate Richard Klarchek's bid to reorganize
his debts under Chapter 11 bankruptcy last month and his primary
creditor, Jefferson Pilot, has begun foreclosure proceedings.

Ms. Miller says the park's approximately 260 households have been
told to redirect their lot rent payments to a court-appointed
receiver who will manage the park as the foreclosure proceeds.

Chicago, Illinois-based Richard J. Klarchek filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Case No. 10-44866) on
Oct. 6, 2010.  Gregory K. Stern, Esq., Monica C. O'Brien, Esq.,
James E. Hausler, Esq., and Christina M. Riepel, Esq., at Gregory
K. Stern, P.C., represent the Debtor as bankruptcy counsel.  In
his schedules, the Debtor disclosed $19,075,553 in assets and
$52,985,832 in liabilities as of the petition date.

Affiliates Greenwood Estates MHC, LLC (Bankr. N.D. Ill. Case No.
10-33988) and Sterling Estates, LLC (Bankr. N.D. Ill. Case No.
10-22319) filed separate Chapter 11 petitions.


RM HOTELS: Has Deal With Lender, Seeks Case Dismissal
-----------------------------------------------------
RM Hotels Inc. asks the U.S. Bankruptcy Court for the Northern
District of Georgia to dismiss its Chapter 11 case.  The Debtor
cites that it has worked out a satisfactory arrangement with its
principal secured creditor and all of its smaller undisputed
unsecured creditors have been paid.

The Debtor tells court that the dismissal of its case is in the
best interest of creditors and all interested parties.

According to the Debtor, its principal R.C. Patel, and secure d
creditor RL BB Financial Inc. have engaged in negotiations and
have arrived at an engagement on July 8, 2011, which resolved
disputes with the secured party, provides for forbearance and
requires dismissal of the pending Chapter 11 case.

Atlanta, Georgia-based RM Hotels, Inc., filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 10-74708) on
May 18, 2010.  The Debtor is represented by Frank B. Wilensky,
Esq., at Macey, Wilensky, Kessler & Hennings, LLC.  The Debtor
scheduled total assets of $18,723,400 and total liabilities of
$11,631,559 as of the Petition Date.

The Office of the U.S. Trustee for Region 21 notified the U.S.
Bankruptcy Court for the Northern District of Georgia that it was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of RM Hotels, Inc.


ROBERT'S PLUMBING: Court Says Plan "Fatally Flawed"
---------------------------------------------------
Bankruptcy Judge Robert A. Gordon denied approval of:

     -- the Disclosure Statement Regarding Debtor's Second Amended
        Plan of Reorganization filed on April 21, 2011 by Debtor
        Robert's Plumbing and Heating, LLC; and

     -- the Disclosure Statement Regarding Plan of Reorganization
        of D&M Realty, LLC and Monica Harenberg filed on April 27,
        2011.

Judge Gordon gave the Debtors 90 days to amend the Disclosure
Statements.

Judge Gordon said he will not approve a disclosure statement when
it describes a fatally flawed plan, incapable of confirmation.  To
do so would be an exercise in futility.  He said RPH's plan fits
that description and the Amended RPH Disclosure Statement must be
rejected as prima facie inadequate.

In its objection to the Plan outline, Creditor Ferguson
Enterprises, Inc., contends RPH's plan violates 11 U.S.C. Section
524(e) as it expressly provides for the release of liability for
certain claims against non-debtor third parties, some of whom are
apparently not even principals of RHP.

According to Judge Gordon, the record to date provides no factual
basis for finding that the release of third-party liability is
either warranted or desirable and presenting the proposal as a
'take it or leave it' does not enhance RPH's cause.  Furthermore,
RPH offers no legal rationale to explain why the discharge of
third party liability should be permitted over the plain meaning
of Section 524(e).  The nullification of claims owed by non-
debtors --- some of which appears to be debt that RPH is not
liable for -- is simply to be permitted because they demand it.
As RPH has not provided either a factual or legal basis for the
contemplated action, and as the proposal appears to be grounded in
bad faith, the plan provisions that bar the collection of debt
from non-debtor third-parties violate Sections 524(e) and
1129(a)(1) and (3) of the Bankruptcy Code.

The Court also held that the Disclosure Statements are inadequate
with respect to information regarding the Debtors' financial and
business affairs.

A copy of Judge Gordon's July 20, 2011 Memorandum Opinion is
available at http://is.gd/73R6Wcfrom Leagle.com.


ROEDJE CORPORATION: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Roedje Corporation
        dba Fruitridge Farms Shopping Center
        4816 Roselin Way
        Elk Grove, CA 95758

Bankruptcy Case No.: 11-37786

Chapter 11 Petition Date: July 20, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: W. Austin Cooper, Esq.
                  W. AUSTIN COOPER, A PROF. CORP.
                  2525 Natomas Park Dr #320
                  Sacramento, CA 95833
                  Tel: (916) 927-2525
                  E-mail: austincooperlaw@yahoo.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 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/caeb11-37786.pdf

The petition was signed by Maria G. Lopez, president.


ROOKWOOD CORP: Judge Rejects Involuntary Bankruptcy Case
--------------------------------------------------------
Laura Baverman at Cincinnati.com reports that bankruptcy judge has
thrown out a case that could have reorganized financially strapped
Rookwood Pottery under a new ownership group led by former CEO
Chris Rose.

The report says, instead, the art tile and pottery company
continues to be funded and operated by majority owners Martin and
Marilyn Wade.

According to the report, the judge's move ends a months-long
campaign by Rose and other investors to reclaim the company they
say the Wades stole from them last December.

In a statement, Chip DeMois, president and chief executive officer
of Rookwood Pottery said the Company is "grateful" for the Court's
decision.

Mr. Rose and other creditors forced the Company into an
involuntary Chapter 11 bankruptcy in May, just as the Wades were
planning to auction the 131-year-old company and reorganize under
a new corporate structure.

The report relates that Mr. Rose and several investors argued that
Martin Wade had secretly purchased shares to gain control of the
company.  In June, they said they'd collected a majority vote to
oust him.  They also petitioned the Court to appoint a trustee,
meanwhile trying to secure an investor to fund Rookwood operations
during bankruptcy.

                        About Rookwood Corp.

Rookwood Corp. produces art pottery under the iconic Rookwood
brand.

Three creditors signed an involuntary Chapter 11 petition (Baknr.
S.D. Ohio Case No. 11-12756) for The Rookwood Corporation on
May 4, 2011.  The petitioners are Sharri Rammelsberg (owed
$105,000 for a promissory note), Alfred J. Berger, Jr. (owed
$98,250) and Christopher Rose ($56,078).  Reuel D. Ash, Esq., at
Ulmer & Berne, LLP, in Cincinnati, Ohio, serves as counsel to the
petitioners.

The involuntary petition was filed days before the Company's
assets were scheduled to be sold at an auction.


ROTHSTEIN ROSENFELDT: Trustee Sues J.R. Dunn Jewelers for $2.4MM
----------------------------------------------------------------
Herbert Stettin, the Chapter 11 Trustee of Rothstein, Rosenfeldt
Adler, P.A., is suing SPD Group, Inc., d/b/a J. R. Dunn Jewelers
to avoid and recover fraudulent transfers and for other claims.

The complaint alleges that starting in or about 2005, if not
earlier, Mr. Rothstein became a frequent, high-end client of J. R.
Dunn.  Mr. Rothstein and J. R. Dunn were co-tenants at the
location at 401 Las Olas Boulevard.

According to the lawsuit, in the four-year period prior to the law
firm's bankruptcy, RRA paid J. R. Dunn $2,421,973 for purchases
made by Mr. Rothstein that were purely personal in nature, did not
relate to the operation of RRA or confer any benefit upon, or
provide value to the law firm.

The law firm's Trustee has made demand upon J. R. Dunn for
repayment of the Transfers, but J.R. Dunn has failed and refused
to make the repayment.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.  The
trustee is represented by:

          Charles H. Lichtman, Esq.
          Stefanie C. Moon, Esq.
          BERGER SINGERMAN, P.A.
          350 East Las Olas Blvd., Suite 1000
          Fort Lauderdale, FLA 33301
          Tel: (954) 525-9900
          Fax: (954) 523-2872
          E-mail: clichtman@bergersingerman.com
                  smoon@bergersingerman.com

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROUND TABLE: ESOP Trustee Taps Wendel Rosen as Co-Counsel
---------------------------------------------------------
First Bankers Trust Services Inc. asks the Hon. Roger Efremsky of
the U.S. Bankruptcy Court for the Northern District of California
for permission to employ Wendel, Rosen, Black & Dean LLP as its
co-counsel.

First Bankers was named as sole discretionary, independent and
institutional trustee of Round Table Restated Employee Stock
Ownership Plan and Trust.

The firm will:

   a) advise the bank on all matters related to this bankruptcy
      case,

   b) assist the bank on filing its proof of claim, and

   c) perform all other legal services of the bank which may be
      necessary.

Papers filed with the Court did not disclose the firm's
compensation rates.

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

                      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., WAS appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as ESOP counsel.


ROUND TABLE: ESOP Trustee Proposes Boylan Brown as Co-Counsel
-------------------------------------------------------------
First Bankers Trust Services, Inc., as Trustee for the Round Table
Pizza, Inc., Employee Stock Option Plan (ESOP), asks the U.S.
Bankruptcy Court for the Northern District of California to employ
as co-counsel:

     Robert F. Schatz, Esq.
     Devin Lawton Palmer, Esq.
     Boylan, Brown, Code, Vigdor & Wilson, LLP
     2400 Chase Square
     Rochester, New York 14604
     Phone: (585) 232-5300
     Fax: (585) 238-9012
     E-mail: dpalmer@boylanbrown.com

First Bankers has selected Boylan Brown because of its expertise
in matters of ESOP and bankruptcy issues and proceedings, and
believes that Boylan Brown is well qualified to represent them in
this case.  Those services requested of Boylan Brown include:

    (a) advise First Bankers concerning their rights and
        responsibilities under the Bankruptcy Code and as ESOP
        Trustee;

    (b) provide First Bankers with continued representation in
        all negotiations and proceedings involving creditors, the
        creditors committee, secured creditors, the department of
        labor and other parties;

    (c) advice First Bankers on all matters relating to this
        bankruptcy case, such as motions, the disclosure statement
        and the plan of reorganization;

    (d) assisting First Bankers in filing its proof of claims; and

    (e) performing all other legal services for First Bankers as
        ESOP Trustee which may be necessary.

Subject to approval of the Court, services will be billed at
Boylan Brown's blended hourly rate of $400 per attorney and $170
per law clerks, paralegals and legal assistants.  First Bankers
has also agreed that Boylan Brown will be reimbursed for its
expenses incurred in connection with this case.

To the best of First Bankers' knowledge, Boylan Brown is
disinterested and has no connection with First Bankers, the
Debtors, their creditors, any other party-in-interest, their
respective attorneys and accountants, the United States Trustee,
or any person employed in the Office of the United States Trustee.
To the best of First Bankers' knowledge, Boylan Brown holds no
interest adverse to the estate.

                      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., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


ROUND TABLE: Wants to Extend Plan Filing Deadline to Nov. 6
-----------------------------------------------------------
Round Table Pizza Inc. and its debtor-affiliates ask the Hon.
Roger Efremsky of the U.S. Bankruptcy Court for the Northern
District of California to a Chapter 11 plan of reorganization
until Nov. 6, 2011.

A hearing is set for July 28, 2011, at 10:00 a.m., to consider the
Debtors' extension request.

The Debtors believe that it would be impossible to realize an
appropriate value for the company this year.  The Debtors have
therefore proposed a Plan of Reorganization which restructures its
debt so that it can operate successfully for a period of five
years, by the conclusion of which it would expect to sell the
business or refinance the debt.

The Debtors set the hearing for approval of its Disclosure
Statement on July 28, 2011.  Realistically, a hearing on
confirmation of the Plan could not occur prior to early September
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., was appointed as institutional
trustee of the Round Table Restated Employee Stock Ownership Plan
and Trust (ESOP).  Johanson Berenson LLP serves as an ESOP
counsel.


RW LOUISVILLE: Says Noteholder Destroying Reorganization Prospects
------------------------------------------------------------------
RW Louisville Hotel Associates LLC objects to the dismissal of its
chapter 11 case.

Wells Fargo Bank, National Association, as trustee for the
registered holders of DLJ Commercial Mortgage Corp., Commercial
Mortgage Pass-Through Certificates, Series 1998-CF2, acting
through its special servicer, ORIX Capital Markets LLC has sought
the dismissal.

According to the Debtor, the Noteholder is engaged in a relentless
campaign to destroy any prospect of reorganization of this Debtor.
This effort -- the extent of which is unprecedented in Kentucky
Bankruptcy Courts -- has failed to date, as this Court continues
to hear testimony on confirmation issues.  The Noteholder's newest
tactic seeks dismissal on grounds that the Debtor and its counsel
allegedly:

    1) made improper solicitations for votes supporting its plan
       that were not adequately disclosed;

    2) misrepresented facts to creditors; and

    3) tortiously interfered with contracts ORIX entered to buy
       claims.

The Debtor says the Noteholder's position is flatly wrong, based
on incomplete and misleading deposition snippets, unsupported
assumptions and badly misconstrued legal authority.

As reported in the TCR on May 5, 2011, Wells Fargo Bank N.A.,
formerly Wells Fargo Bank Minnesota, N.A., asked the U.S.
Bankruptcy Court for the Western District of Kentucky to dismiss
the Chapter 11 case of RW Louisville Hotel Associates LLC.

According to the bank, the Court should dismiss the Debtor's
Chapter 11 proceeding for "cause" because the Debtor lacked proper
corporate authority to commence the proceeding.

The Bankruptcy Court continued the hearing on Wells Fargo Bank's
dismissal motion be continued to Aug. 11, 2011, at 10:00 a.m.

                      About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky.
Case No. 10-35356) on Oct. 8, 2010.  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., J. Kent Durning, Esq., James S. Goldberg,
Esq., Lea Pauley Goff, Esq., and Matthew R. Lindblom, Esq., at
Stoll Keenon Ogden PLLC, in Louisville, Ky., assist RW Louisville
in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


SAINT VINCENTS: Court OKs Cain Brothers as Investment Banker
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved Saint Vincents Catholic Medical Centers of New York's
application to employ Cain Brothers & Company LLC as investment
banker and Shattuck Hammond Partners, previously a division of,
but now known as Morgan Keegan & Company Inc. as broker for the
Debtor and Debtors in possession nunc pro tunc to May 1, 2011.

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SANDY COVE: Goes Into Receivership, Forced to Close its Doors
-------------------------------------------------------------
Simcoe County, Southern Ontario, Canada-based Simcoe.com reports
that Sandy Cove Marine is being forced to close its doors after
going into in receivership while a court-appointed receiver sells
inventory to pay creditors.

About 25 employees are expected to remain until receiver Grant
Thornton Ltd. shuts down the Commerce Park Drive business
following the sale of assets, according to the report.

The report notes that Scott Dallimore, whose father owns the
business, said the company's major lender GE Capital Canada
Finance Inc. demanded repayment of loans last March.

"They wanted $5.5 million by August and that just wasn't going to
happen," Mr. Dallimore told the Journal, the report relates.  "My
father has been an iconic businessman in this town with a good
reputation. There just doesn't seem to be any compassion anymore,"
he added.

According to a receiver's report filed with the Ontario Superior
Court, Sandy Cove Marine had about $6.7 million in assets at its
two locations as of June 10, simcoe.com says.  The receiver has
decided to sell off boats and accessories through retail sales as
opposed to public auction, according to the receivers' report,
simcoe.com notes.

The receiver's report adds there is too much inventory across
Ontario to sell 2011 models to other dealers. And manufacturers,
especially in the United States, are unlikely to buy back the
boats, simcoe.com adds.

Sandy Cove Marine is a boat dealer.


SBARRO INC: Column Investments Fights Loan's Debt to Equity Switch
------------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that Column Investments
S.a.r.l. launched an adversary suit against Sbarro Inc. in New
York on Friday seeking to derail other creditors' efforts to treat
its second lien loan to Sbarro as equity rather than debt.

According to Law360, the Luxembourg-based lender is seeking a
court declaration that its March 2009 loan to Sbarro, which
entered into prepackaged Chapter 11 in April, and liens related to
that loan are valid and not subject to recharacterization as
equity.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  According to its schedules, the Debtor disclosed
$51,537,899 in total assets and $460,975,646 in total debts.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.  DJM Realty Services, LLC,
serves as the Debtors' real estate consultant and advisor.


SCOVILL FASTENERS: Meeting of Creditors Scheduled for Aug. 9
------------------------------------------------------------
A bankruptcy case concerning Scovill Fasteners Inc. was originally
filed under Chapter 11 on April 19, 2011, but was converted to a
case under Chapter 7 on July 12, 2011.

According to a notice, a meeting of creditors is scheduled to take
place on Aug. 9, 2011, at 3:30 p.m., at:

         Richard Russell Federal Building, Room 366
         75 Spring Street
         Atlanta, GA 30303

Donald F. Walton, U.S. Trustee, Region 21, appointed S. Gregory
Hays as interim trustee in the case to take over the Debtor's
estate.

As reported in the Troubled Company Reporter on July 6, 2011, the
Chapter 11 trustee and the Official Committee of Unsecured
Creditors, on July 1, filed a joint motion seeking an order
converting the Chapter 11 cases to cases under chapter 7 due to
the mounting and already substantial cost of administration of
these estates in chapter 11, the absence of an operating business
of the Debtors, the fact that conversion of the cases is in the
best interests of the estates, the Debtors, and the creditors of
the estates.

In a separate motion, the Chapter 7 trustee asked the Court for
permission to employ Hays Financial Consulting, LLC, as his
accountants.

                      About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produced snap fasteners and tack
buttons.  It manufactured the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, served as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated assets at $10 million to $50 million and debts at
$100 million to $500 million.

An Official Committee of Unsecured Creditors was appointed in the
case.  The Committee is represented by Greenberg Traurig, LLP, as
its counsel.


SCOVILL FASTENERS: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Scovill Fasteners Inc. filed with the U.S. Bankruptcy Court for
the Western District of Minnesota, its amended schedules of assets
and liabilities, disclosing:

  Name of Schedule               Assets              Liabilities
  ----------------              -------              -----------
A. Real Property                $3,578,950
B. Personal Property           $16,744,168
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $185,224,473
                                                         Unknown

E. Creditors Holding
   Unsecured Priority
   Claims                                                     $0
                                                        Unknown
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $64,818,106
                               -----------        --------------
      TOTAL                    $20,323,118          $250,042,579

                    About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produced snap fasteners and tack
buttons.  It manufactured the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.

An Official Committee of Unsecured Creditors was appointed in the
case.  The Committee is represented by Greenberg Traurig, LLP, as
its counsel.


SEAHAWK DRILLING: U.S. Trustee Forms 4-Member Creditors Committee
-----------------------------------------------------------------
Judy A. Robbins, United States Trustee for Region 7, under 11
U.S.C. SEC 1102(a) and (b), appointed four unsecured creditors to
serve on the Official Committee of Unsecured Creditors of Seahawk
Drilling, Inc.

The Creditors Committee members are:

      1. Pride International, Inc.
         ATTN: Elizabeth Wright
         5847 San Felipe Street, Suite 3300
         Houston, TX 77057
         Tel: (713)789-1400
         E-mail: ewright@prideinternational.com

      2. Offshore Towing, Inc.
         ATTN: Celena Rousse, Sr. V.P.
         11812 Hwy. 308 Larose, LA 70373
         Tel:  (985)798-7831
         E-mail: celena@offshoretowing.com

      3. Dooley Tackaberry, Inc.
         ATTN: Chris Dooley
         1515 W. 13th Street
         Deer Park, TX 77536
         Tel: (713)427-3127
         E-mail: chris.dooley@dtihome.com

      4. Southpaw Koufax, LLC
         ATTN: Jeffrey Cohen
         2 West Greenwich Office Park
         Greenwich, CT 06831
         Tel: (203)862-6208
         Fax: (203)862-6201
         E-mail: JC@Southpawasset.com

                      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.


SEAHAWK DRILLING: Can Hire RE/MAX as Barrow Street Lease Brokers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the South District of Texas
authorized Seahawk Drilling Inc. and its debtor-affiliates to
employ RE/MAX Commercial Brokers Inc. as their Barrow Street Lease
Real Estate Broker.

As reported in the Troubled Company Reporter on June 10, 2011, the
firm will render advertising, marketing, negotiating, and other
brokerage services necessary to lease the Barrow Street Property.

The Debtors agreed to pay a commission of 4% or 8% of the gross
rentals owed under the Barrow Street Lease for all services
rendered and expenses incurred in connection with the Debtors'
Chapter 11 cases.  The 4% commission will be paid if the firm is
the only broker involved in executing the sublease and the 8%
commission will be paid if the sublease is co-brokered with a
broker representing the sublease or assignee.  The rates are
reasonable and appropriate for services of this nature, and
comparable to those charged by providers of similar services.  The
firm compensation on a fixed-rate percentage basis is customary in
the commercial real estate industry.

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

                        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.


SEAHAWK DRILLING: Sanchez DeVanny OK'd to Handle Spinoff Matters
----------------------------------------------------------------
The U.S. Bankruptcy Court for the South District of Texas
authorized the Official Committee of Equity Security Holders in
the Chapter 11 cases of Seahawk Drilling Inc. and its debtor-
affiliates to retain Sanchez DeVanny Eseverri, S.C. as special
counsel.

The Debtor is a former subsidiary of Pride International, Inc.
Effective Aug. 24, 2009, Pride separated Seahawk into an
independent, publicly traded company through a spinoff
transaction.  As part of the Spinoff, Seahawk and Pride entered
into a number of separation agreements.

The firm will advise the Committee on issues in Mexico arising in
conjunction with the Spinoff.  The retention of special counsel on
Mexican law is essential to fulfilling its fiduciary duties in
connection with the issues.

The hourly rates of the firm's personnel are:

          Partners                     $200 - $330
          Counsel                          $350
          Associates                       $180
          Paraprofessionals                 $90

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

                      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.

On Feb. 24, 2011, the Official Committee of Equity Security
Holders in the Chapter 11 cases of the Debtors was formed.


SEP RIVERPARK: Receivership Services Approved as Property Manager
-----------------------------------------------------------------
The Hon. Sarah A. Hall of the U.S. Bankruptcy Court for the
Western District of Oklahoma authorized Michael E. Deeba to retain
Receivership Services Corporation, as his property manager.

Mr. Deeba is the Chapter 11 trustee for Macco Properties, Inc.,
the 100% owner\member\manager of SEP Riverpark Plaza, L.L.C.

Upon assuming his duties and responsibilities, the trustee
discovered that the Debtor owns or controls a multi-family
apartment complex located in Wichita, Kansas -- Riverpark
Apartments - 400 W. Central Avenue, Wichita, Kansas.  The property
represents 584 rental units.

The trustee believes that in order to maintain the value of these
properties for the benefit of the bankruptcy estate, competent
management is needed to stabilize the business operations.

Receivership Services is expected to, among other things:

   a) evaluate the property;

   b) manage and lease the property; and

   c) instruct and advise the trustee as to a marketing plan for
   and the eventual sale of the property of the Debtor estate.

Receivership Services will receive as compensation for management
services a management fee equal to 4% of "gross rental receipts"
from the apartment complex, which will include all administrative
and accounting personnel costs.

To the best of the trustee's knowledge, Receivership Services is a
"disinterested person", as that term is defined in Section 101(14)
of the United States Bankruptcy Code.

The trustee is represented by:

         JANICE D. LOYD, Esq.
         JAMES H. BELLINGHAM, Esq.
         BELLINGHAM & LOYD, P.C.
         620 North Robinson, Suite 207
         Oklahoma City, OK 73102
         Tel: (405)235-9371
         Fax: (405)232-1003
         E-mail: jdltrustee@bellinghamloyd.com
                 jbellingham@bellinghamloyd.com

                        About SEP Riverpark

Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka
Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Okla. Case No. 0-16832) on Nov. 11, 2010.
According to its schedules, the Debtor disclosed 19,165,623 in
total assets and $12,026,685 in total debts.  On Jan. 13, 2011,
Judge Sarah A. Hall authorized the Debtor's employment of Hiersche
Law Firm as its bankruptcy counsel.

On May 31, 2011, the Court appointed Michael E. Deeba, as the
Chapter 11 trustee for Macco Properties, Inc., the 100%
owner\member\manager of the Debtor.


SHERWOOD BRANDS: US Trustee Has More Time to Challenge Hiring
-------------------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on five stipulations
extending the time for the U.S. Trustee for Region 4 to object to
the applications of Sherwood Brands LLC, Sherwood Brands Inc.,
Sherwood Brands Zip, LLC, Sherwood Brands of Virginia, LLC, and
Sherwood Brands of Rhode Island, Inc., to employ McNamee Hosea
Jernigan Kim Greenan & Lynch, P.A. as their bankruptcy counsel.
The objection deadline is now Aug. 12, 2011.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, is
represented by Jeanne M. Crouse, Esq. -- Jeanne.M.Crouse@usdoj.gov
-- in Greenbelt, Maryland.

Sherwood Brands LLC, Sherwood Brands Inc., Sherwood Brands of
Rhode Island, Inc., Sherwood Brands of Virginia, LLC, and Sherwood
Brands Zip, LLC, filed separate Chapter 11 petitions (Bankr. D.
Md. Case Nos. 11-23807, 11-23809, 11-23812, 11-23813 and 11-
23814), on July 1, 2011.  James M. Greenan, Esq. --
jgreenan@mhlawyers.com -- at McNamee, Hosea, Jernigan, Kim Greenan
& Lynch, P.A., serves as bankruptcy counsel.  In its petition,
Sherwood Brands LLC estimated assets of $1 million to $10 million
and debts of $10 million to $50 million.


SHAMROCK-SHAMROCK: Request to Transfer Chapter 11 Case Denied
-------------------------------------------------------------
The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida denied the request to transfer the
venue of the Chapter 11 case of Shamrock-Shamrock, Inc.

The request was filed by Standard Insurance Company, an Oregon
corporation; Peerless Insurance Company, a New Hampshire
coproration; Liberty Life Assurance Company of Boston, a
Massachusetts stock insurance company; Liberty Mutual Insurance
Company, a Massachusetts stock insurancce company; Employers
Insurance Company of Wausau, a Wisconsin stock insurance company;
and The Ohio Casualty Insurance Company, an Ohio stock insurance
company.

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SPECIALTY PRODUCTS: Judge Rejects Firm's Discovery Bid
------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Monday rejected Specialty Products Holding
Corp.'s bid for discovery from trusts set up to handle asbestos
claims in bankruptcies, despite the debtor's theory that recent
payments from those trusts should reduce its overall asbestos
liability.

According to Law360, the company sought a trove of information
from the trusts and companies that process asbestos personal
injury claims, particularly the amounts paid to settle with people
who assert claims against Specialty Products as well. Specialty
Products contended that a wave of asbestos-related bankruptcies
beginning in 2001.

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


STELLAR GT: Meeting of Creditors Continued Until Aug. 1
-------------------------------------------------------
The U.S. Trustee for Region 4 has continued until July 25, 2011,
at 10:00 a.m. and 11:00 a.m., the Meeting of Creditors in Stellar
GT TIC LLC and VFF TIC LLC's Chapter 11 cases.  The meeting will
be held at the Office of the U.S. Trustee, 6305 Ivy Lane, 6th
Floor Greenbelt, Maryland.

Stellar GT TIC LLC and VFF TIC LLC, owners of the Georgian
apartments located at 8750 Georgia Avenue in Silver Spring,
Maryland, filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011.  Judge
Wendelin I. Lipp oversees the case.  Michelle Maloney-Raymond is
the case administrator.  Matthew G. Summers, Esq., at Ballard
Spahr LLP, serves as the Debtors' counsel.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The proposed plan is premised on either (1) a sale of
the project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.  Broker CB Richard Ellis Inc.
has been hired to conduct the sale.

The auction rules provide that a first-round sealed bid would be
required to be submitted by Aug. 24.  The broker would then have
until Sept. 5 to negotiate with the first-round bidders.  Second-
round sealed bids would be due Sept. 5.  The highest second-round
bid would be identified by Sept. 12, 2011.  The highest bid would
be submitted for approval at the confirmation hearing in October.

Wells Fargo, the holder of a $207.6 million secured debt, can bid
at the auction.  The Lender is represented by Mark Taylor, Esq.,
at Kilpatrick Townsend & Stockton LLP, and Jantra Van Roy, Esq.,
at Zeichner Ellman & Krause LLP.


SWISS CHALET: Obtains OK to Tap Kevane Grant as External Auditors
-----------------------------------------------------------------
Swiss Chalet, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Kevane
Grant Thornton, LLP, as its external auditors.

Before the Petition Date, Kevane had acted as the Debtor's
external audit firm and had audited the Debtor's financial
statements for the years ended April 30, 2006, 2007, 2008 and
2009.

The Debtor sought approval to retain Kevane for the firm to
conduct the external audit of its books and records for the year
ended December 31, 2010.

The firm's professionals will be paid:

   -- $250 per hour for partners;
   -- $160 per hour for managers;
   -- $105 per hour for senior accountants; and
   -- $90 per hour for assistants

The firm will also be reimbursed for its expenses.

The Debtor assured the Court that Kevane, its partners and
associates, do not represent or hold any interest adverse to
Debtor or to the estate in respect to the matters on which Kevane
is to be employed.  Kevane and its members are disinterested
persons as defined in Section 101(14) of the Bankruptcy Code.

                 About The Swiss Chalet Inc.

The Swiss Chalet Inc., which owns the Best Western Hotel Pierre in
San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill, P.S.C.
Law Offices serves as its bankruptcy counsel.  CPA Luis R.
Carrasquillo & Co., P.S.C., serves as its financial consultants.
Swiss Chalet, Inc., serves as its external auditors.  In its
Schedules, the Debtor disclosed total assets of $118,521,510 and
total debts of $132,741,094.  The petition was signed by Arnold
Benus, director.


TEXAS INDUSTRIES: S&P Lowers Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on cement producer Texas Industries Inc. to 'B-' from 'B'.
The rating outlook is negative.

"At the same time, we lowered the issue-level rating on the
company's $650 million senior notes due in 2020 to 'B-' (the same
as the corporate credit rating) from 'B'. The recovery rating
remains '4', indicating our expectation of average (30%-50%)
recovery in the event of a payment default," S&P related.

"The downgrade stems from Texas Industries' weaker overall
financial risk profile resulting from the challenging operating
conditions in California and Texas construction markets, which are
unlikely, in our view, to meaningfully improve over the next
year," said Standard & Poor's credit analyst Tobias Crabtree.
"Specifically, we believe these conditions could result in weaker
credit measures than we previously expected, with interest
coverage remaining below 1x over this period. In addition, we
anticipate a further decline in the company's cash balances, which
are its primary source of liquidity, over this period, because it
will likely need to fund operating losses and increased capital
expenditure requirements related to its Hunter facility expansion.
Still, our ratings incorporate our belief that the company's
liquidity should be sufficient to meet obligations over the next
several quarters and that it will address the August 2012 maturity
of its asset-based loan (ABL) facility over the next several
months."

In addition, the ratings reflect the company's weak business risk
profile, based on Texas Industries' reliance on Texas and
California end markets for a majority of sales, in comparison to
larger, more geographically diverse cement and aggregates
companies. "This is somewhat mitigated by our favorable view of
the company's cement and aggregates businesses, given long-term
supply-and-demand characteristics and high barriers to new
entrants," S&P said.

"The negative rating outlook reflects our assessment that a
meaningful recovery in Texas Industries' end markets is unlikely
to occur over the next year, which will likely cause interest
coverage to remain below 1x over this period. As a result, we
expect the company's credit measures to remain weak and its
liquidity position to be less than adequate, given the anticipated
need to fund operating losses and increased expansion-related
capital expenditures from the company's existing cash balances.
Our rating outlook also incorporates our expectation that the
company will address the August 2012 maturity of its ABL facility
in a timely manner," S&P stated.

"We could lower the rating further if weaker-than-expected
operating conditions were to cause a greater-than-expected decline
in Texas Industries' existing cash balances, thereby further
constraining its liquidity. Specifically, this could occur if the
company's EBITDA were to be negative for another quarter, as it
was in the third quarter of fiscal 2011," S&P related.

"We could revise the outlook to stable if end markets recover
faster we expect, resulting in an improved outlook for cement
pricing and volumes. Specifically, to consider improving the
rating outlook, we would expect the company to demonstrate a
sustained improvement in adjusted EBITDA from fiscal 2011's
depressed level to a level above its estimated annual cash
interest expense of $60 million to $65 million," S&P said.


TEXAS RANGERS: Plan Administrator Challenges MLB's Legal Fees
-------------------------------------------------------------
Star-Telegram staff writers Barry Shlachter, Scott Nishimura and
Sandra Baker report that attorneys from Munsch Hardt Kopf & Harr,
P.C., who represent the administrator for the Texas Rangers
bankruptcy plan, are questioning the millions that Major League
Baseball and its lawyers are demanding they be paid for various
costs and expenses.  The Plan Administrator's lawyers contend that
many of the costs incurred to keep the team afloat with an MLB
line of credit are "unconscionable" because of the degree of
control that the league wielded over the Rangers.  According to
the report, Munsch Hardt asserts that about $3.8 million can be
cut from more than
$6.3 million request by MLB.

Sandy Esserman, Esq., a Dallas attorney representing MLB, said he
would respond when a hearing date is set.

The report says the eventual hearing may be held in Judge Stacey
G.C. Jernigan's court in Dallas since Judge D. Michael Lynn of
Fort Worth, who heard the bankruptcy case, has recused himself
without explanation.

According to the report, Judge Lynn's recusal may stem from a June
2010 incident when an MLB attorney, Stephen Shimshak, Esq., used
an expletive on a teleconference line to threaten: "We'll take
over the g--damn franchise."  A transcript of a subsequent in-
chamber conference, later released to The New York Times, showed
that Judge Lynn admonished Mr. Shimshak over the threat to
undermine the court during the protracted bankruptcy case.

                   About Texas Rangers Baseball

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition on
May 24 (Bankr. N.D. Tex. Case No. 10-43400).  The partnership
filed simultaneously with the bankruptcy petition a Chapter 11
plan that contemplated the sale of the club to an entity formed by
a group that includes the current President of the Texas Rangers,
Nolan Ryan, and Chuck Greenberg, a sports lawyer and minor league
club owner.  In its petition, Texas Rangers Baseball Partners said
it had both assets and debt of less than $500 million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP is the
conflicts counsel.  Parella Weinberg Partners LP serves as
financial advisor.  Major League Baseball is represented by:

          Sandy Esserman, Esq.
          STUTZMAN, BROMBERG, ESSERMAN & PLIFKA PC
          2323 Bryan Street, Suite 2200
          Dallas, TX 75201-2689
          Tel: 214-969-4900
          Fax: 214-969-4999

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


TEXAS WYOMING: Plan Preserved Avoidance Suit v. Shareholders
------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit held that Texas
Wyoming Drilling, Inc.'s confirmed bankruptcy plan adequately
preserved avoidance actions.  In a July 21, 2011 decision, the
Fifth Circuit upheld a bankruptcy court order denying Laguna Madre
Oil & Gas II, L.L.C.'s motion for summary judgment in the lawsuit,
John Dee Spicer, Chapter 7 Trustee for Texas Wyoming Drilling,
Inc., Appellee, v. Laguna Madre Oil & Gas II, L.L.C.; Paloma
Ventures; Ronald Knecht; Stephen L. Danchok; Garth Stanger,
Trustee of the Stanger Family Trust; William E. Walthers; Donald
Anderson, Trustee of the Anderson Living Trust; Trustee of the
Dale and Carolyn Hanst Trust; Eric Kiersh; Michael Humphrey,
Trustee of the Humphrey Family Trust; Wade Vessey; Karen Vessey;
Keith Hanst; Leo Hanly; Danny Jackson; Gary Grace; William
Brinkop; Dan Peters, Appellants, No. 10-10717 (5th Cir.).  The
Fifth Circuit said the bankruptcy court properly denied Laguna's
summary judgment motion because the plan adequately preserved the
Avoidance Actions and the claims were not barred by judicial
estoppel or res judicata.

A few months after confirmation of the plan, TWD sued 32 of its
former shareholders, including Laguna, for prepetition dividend
payments that were allegedly fraudulent transfers under 11 U.S.C.
Sections 544, 548, and 550, and the Texas Business and Commerce
Code, alleging that the former shareholders had received dividends
and other transfers equaling millions of dollars while TWD was
insolvent.  Laguna filed a summary judgment motion, arguing that
TWD had no standing because TWD's plan did not adequately retain
the Avoidance Actions under 11 U.S.C. Sec. 1123.  In the
alternative, Laguna argued that TWD's claims were barred by res
judicata and judicial estoppel.  The plan eliminated all of the
TWD's shareholders' stock interests in the Debtor.

The day before the hearing on Laguna's motion, the bankruptcy
court sua sponte converted TWD's Chapter 11 bankruptcy to a
Chapter 7 bankruptcy because TWD had materially defaulted under
the plan.  The trustee automatically succeeded TWD as the
plaintiff in the Avoidance Actions proceedings against Laguna.

The bankruptcy court then denied Laguna's motion, holding that the
defenses were meritless, but that, even if any of them had merit,
the bankruptcy court's conversion of the case meant that the
Chapter 7 trustee could pursue the claims even though the post-
confirmation Chapter 11 debtor could not.  At Laguna's request,
the bankruptcy court certified the order for direct appeal, 28
U.S.C. Sec. 158(d)(2), and the Fifth Circuit granted Laguna's
petition for permission to appeal.

A copy of the Fifth Circuit's opinion is available at
http://is.gd/W1Itubfrom Leagle.com.  Circuit Judge Edith Brown
Clement penned the decision.  The appellate panel consists of
Circuit Judges Clement, W. Eugene Davis and Jennifer Elrod.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New Orleans handed down
an opinion narrowing a controversial 2008 ruling in a case known
as United Operating.  The United Operating opinion, written by
Chief Circuit Judge Edith H. Jones, ruled that a lawsuit must be
described specifically and unequivocally before plan confirmation
to survive after emergence from Chapter 11.

Mr. Rochelle relates in the reorganization of a company called
Texas Wyoming Drilling Inc., the Chapter 11 plan and the
explanatory disclosure statement said a trustee for creditors
could sue shareholders for fraudulent transfers and recovery of
dividends.

The report relates that in an 11-page opinion, Circuit Judge Edith
Brown Clement said the description of the suit was sufficient to
survive confirmation of the plan.  She said that United Operating
"never held that intended defendants must be named in the plan."
The disclosure statement "did identify the prospective defendants
as various prepetition shareholders," she said.  Judge Clement's
ruling for the 5th Circuit in New Orleans is also important
because it resolved a split among lower courts by saying that the
disclosure statement, not just the plan, could be consulted to
determine if there was sufficient identification of a suit to be
filed after bankruptcy.

                About Texas Wyoming Drilling, Inc.

Drilling contractor and service company Texas Wyoming Drilling,
Inc. -- http://www.texaswyoming.com-- sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 07-41650) on Apr. 16, 2007;
is represented by Jeffery D. Carruth, Esq., Mark A. Castillo,
Esq., and Stephanie Diane Curtis, Esq., at The Curtis Law Firm,
P.C., in Dallas, Tex.; and estimated its assets and debts at more
than $1 million to $100 million at the time of the filing.

The Bankruptcy Court confirmed Texas Wyoming's Chapter 11 plan on
Nov. 13, 2008, and that plan was declared effective before the end
of the year.  The Reorganized Debtor commenced post-confirmation
litigation (Bankr. N.D. Tex. Adv. Pro. No. 09-04015) on Apr. 29,
2009, against recipients of dividends, asserting that dividend
payments were avoidable as fraudulent transfers.  On July 14,
2009, following a material default under the chapter 11 plan, the
Court, sua ponte based on 11 U.S.C. Sec. 1112(b)(4)(N), converted
the Reorganized Debtor's chapter 11 case to a Chapter 7
proceeding, and the U.S. Trustee appointed John Dee Spicer to
serve as the Chapter 7 Trustee.  The recipients moved for summary
judgment, arguing, inter alia, that debtor lacked standing to
pursue the avoidance claims.  The Honorable Dennis Michael Lynn
disagrees, and gave Mr. Spicer the green light to pursue his
claims against the recipients.


UNITED GILSONITE: Legal Analysis Approved as Asbestos Consultant
----------------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania authorized The Official Committee
of Unsecured Creditors in the Chapter 11 case of United Gilsonite
Laboratories to retain Legal Analysis Systems, Inc., as its
consultant on the valuation of asbestos liabilities.

As reported in the Troubled Company Reporter on July 21, 2011, the
services that Legal Analysis has performed and will continue to
perform for the Committee include, but are not limited to:

   (a) development of oversight methods and procedures so as to
       enable the Committee to fulfill its responsibilities of
       reviewing and analyzing any proposed Disclosure Statement,
       Plan, and other similar documents in the reorganization
       proceeding;

   (b) review and analyses of the Debtor's asbestos claims
       database and review and analysis of the Debtor's
       resolution of various asbestos claims;

   (c) estimation of the Debtor's liability for asbestos claims
       that are pending at the present time as well as those that
       will be filed in the future;

   (d) quantitative analyses of alternative claims resolution
       procedures including estimation of payments that would be
       made to various types of claims under those alternatives
       and development of cash flow analysis of an asbestos
       compensation trust under alternative procedures;

   (e) evaluation of reports and opinions of experts and
       consultants retained by other parties to these bankruptcy
       proceedings;

   (f) evaluations and analyses of proposed proofs of claims and
       bar dates and analyses of data from proofs of claim for
       asbestos claims;

   (g) quantitative analyses of other matters related to the
       asbestos claims as may be requested by the Committee; and

   (h) testimony on these matters as is required by the
       Committee.

In exchange for its services, Legal Analysis will be paid these
rates and will be reimbursed for all reasonable out-of-pocket
expenses:

     Mark A. Peterson                         $800
     Daniel Relies (Statistician)             $475

Dr. Peterson has extensive experience in providing asbestos claims
analysis services in bankruptcy and litigation matters.
Other professionals at Legal Analysis may also perform services
for the Committee.

Legal Analysis' principal, Mark A. Peterson, Ph.D., assured the
Court that his firm is a "disinterested parties" within the
meaning of Section 101(14) and 328(c) of the Bankruptcy Code and
holds no interest adverse to the Committee or the Debtor's
asbestos creditors on the matters for which they are to be
employed.

                     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.  James L. Patton, Jr., was appointed as legal
representative for future asbestos claimants in the Chapter 11
case of the Debtor.  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.  Legal
Analysis Systems, Inc., serves as its consultant on the valuation
of asbestos liabilities.


UNITED GILSONITE: Has Until Jan. 17 to File Reorganization Plan
---------------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania extended United Gilsonite
Laboratories' exclusive periods to file and solicit acceptances
for the proposed plan of reorganization until Jan. 17, 2012, and
March 19, 2012.

As reported in the Troubled Company Reporter on July 21, 2011, the
Debtor said that it has made progress toward a resolution of its
case.  Further, it has unresolved contingencies that will impact
its reorganization efforts, including the Asbestos PI Claims that
are still in their infancy.

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 (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011.
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.  James L. Patton, Jr., was appointed as legal
representative for future asbestos claimants in the Chapter 11
case of the Debtor.  The Company disclosed $21,084,962 in assets
and $3,008,688 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. 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.  Legal Analysis Systems,
Inc., serves as its consultant on the valuation of asbestos
liabilities.


UNITED GILSONITE: Charter Oak OK'd as Panel & FCR's Fin'l Advisor
-----------------------------------------------------------------
The Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania authorized the Official Committee
of Unsecured Creditors and the Legal Representative for Future
Claimants in the Chapter 11 case of United Gilsonite Laboratories
to retain Charter Oak Financial Consultants, LLC as financial
advisor.

The Committee and FCR assured that Charter Oak possesses no
interest adverse to the Debtor's estate, and that its employment
is necessary and in the best interests of the estate and its
creditors.

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.  James L. Patton, Jr., was appointed as legalrepresentative
for future asbestos claimants in the Chapter 11 case of the
Debtor.  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.  Legal
Analysis Systems, Inc., serves as its consultant on the valuation
of asbestos liabilities.


URBAN WEST: Enters Stipulation With SP4 Re Lift Stay Request
------------------------------------------------------------
The Troubled Company Reporter previously reported that SP4 Rincon
II Partner, LP, asked the U.S. Bankruptcy Court for the Northern
District of California, San Francisco Division, to lift the
automatic stay in the Chapter 11 cases of Urban West Rincon
Developers II, LLC, and Rincon Developers Phase II, LLC, to allow
it to effectuate the winding up of the non-debtor limited
partnership One Rincon Hill Phase II, LP.

For purposes of the Motion, the parties stipulate that these facts
are uncontested:

   a) The Debtors do not have an equity in the Collateral under
      Section 362(d)(2)(A) of the Bankruptcy Code.

   b) As of the Petition Date, the principal amount owing on the
      Senior Loan Agreement was not less than $24,400,000, plus
      interest in the aggregate amount of not less than
      $5,994,517, for a total amount owing under the Senior Loan
      Agreement, as of the Petition Date, of not less than
      $30,394,517.

   c) As of the Petition Date, the principal amount owing under
      the Junior Loan Agreement was not less than $5,300,000.00,
      plus additional principal and interest in the aggregate
      amount of not less than $2,527,218, for a total amount
      owing under the Junior Loan Agreement, as of the Petition
      Date, of not less than $7,827,218.

   d) One Rincon Hill Phase II LLC, SP Rincon II LLC, Urban West
      Rincon Development II LLC and Rincon Developers Phase II
      LLC, have obtained general liability insurance policy
      number 000144624 from James River Insurance Company, which
      includes $2 million general liability insurance coverage
      for the vacant land (18,362 sp ft lot) located at 401
      Harrison Street, San Francisco, CA 94105 effective from May
      1, 2011, through May 1, 2012.

   e) Pursuant to the terms and conditions of the Fourth
      Amendment to Option to Purchase-Cash Sale, dated as of
      April 8, 2011, One Rincon Hill Phase II, LP, renewed its
      option to purchase certain land that may be useful to own
      for the construction of Phase II of the "One Rincon Hill"
      project from the California Department of Transportation.
      Unless exercised or extended, such option to purchase will
      expire on June 30, 2012.

In addition, the Parties agree that:

   * nothing contained in the Stipulation will act as a waiver of
     any rights or claims that the Parties may have that are
     unrelated to the Motion, including any right to bring an
     action for affirmative recovery arising from the underlying
     transaction or relationship.  In particular, and without
     limitation, the Debtors do not waive any right to object to
     the amount, validity, or priority of any claim of the
     Objectors; and

   * all discovery related to any of the Uncontested Facts will
     be suspended.

A final hearing on the Motion was scheduled for July 25, 2011, at
09:30 a.m.

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.


VAN HAM DAIRY: Applies for New Permits for Operation
----------------------------------------------------
WFIN.com reports that a controversial Putnam County Dairy is
seeking new permits for operation after declaring bankruptcy last
year.  The Ohio Livestock Environmental Permitting Program said
Van Ham Dairy, at 7089 Road 22 in Continental, has submitted
paperwork.  A public notice of the submission has been made by the
agency.

WFIN recounts that the operators of the dairy filed for Chapter 11
bankruptcy protection last year, blaming low milk prices and high
grain costs.  Neighbors of the dairy sued the owners in 2003,
saying the facility wasn't doing enough to manage the smell of the
manure produced by the 690 cow operations.

                       About Van Ham Dairy

Van Ham Dairy Leasing LLC is a rural mega-dairy associated with a
Wauseon firm that recruited Dutch dairy farmers to the Midwest.

Van Ham Dairy Leasing, LLC, filed for Chapter 11 (Bankr. N.D. Ohio
Case No. 10-36120) on Sept. 3, 2010.  The Debtor estimated assets
of up to $10 million and debts of $10 million to $50 million in
its Chapter 11 petition.

An affiliate, Van Ham Dairy, LLC, filed for Chapter 11 (Bankr.
N.D. Ohio Case No. 10-33231) on May 10, 2010.  David J. Coyle,
Esq., at Shumaker, Loop & Kendrick, LLP, serves as counsel to the
Debtors.

Another affiliate, Midwest AG Investments LLC, filed for
reorganization in June 2010, to protect its assets, including
agricultural land in Sandusky County, Ohio, and Lenawee County,
Michigan.


VITRO SAB: U.S. Units Completes Sale to Sun Capital
---------------------------------------------------
The investment banking firm of Morgan Joseph TriArtisan LLC
disclosed that Vitro America, LLC, a leading fabricator,
distributor and installer of architectural glass and aluminum
products, has completed a sale of substantially all of its assets
pursuant to Section 363 of the Bankruptcy Code.  The purchaser of
the Vitro America assets is American Glass Enterprises, LLC, an
affiliate of Sun Capital Partners.

Morgan Joseph's Financial Restructuring Group served as the
exclusive investment banker to Vitro America on the transaction,
which also involved raising approximately $35 million in debtor-
in-possession financing.

Vitro America, LLC, through its three business units--Vitro
America Architectural Products, Binswager Glass, and Super Sky
Products-- serves more than 4,000 customers in the construction
and automotive replacement markets from approximately 100
locations throughout the United States.  The company had generated
consistent revenue and profit in the 2000's, but due to an
unprecedented downturn in new residential and commercial
construction following FY 2008, as well as the dislocation in the
credit markets that led to elimination of attractive financing for
construction projects, the business contracted precipitously.

Over a very compressed time period, the Morgan Joseph team worked
with Vitro America to secure a stalking horse bid from an
affiliate of Grey Mountain Partners, a private equity firm based
in Boulder, Colorado.  Subsequently, Morgan Joseph thoroughly
marketed the Vitro America assets, resulting in a very robust
auction where the ultimate purchase price offered by American
Glass Enterprises was approximately 40 percent higher than the
original stalking horse bid.

"With the help of the Morgan Joseph team, we were able to obtain a
stalking horse bid by the time the company filed bankruptcy, which
was absolutely imperative to operating the business on a
reasonably steady basis during the pendency of our bankruptcy
case.  Morgan Joseph also played a key role in attracting several
serious bidders to the auction which allowed us to achieve a much
higher price for the company, maximizing value for all
stakeholders in this process," said Ricardo Maiz, Chief Financial
Officer of Vitro America.

                      About Vitro America

Headquartered in Memphis, Tennessee, Vitro America is a leading
fabricator, distributor, and installer of glass in the
construction, automotive replacement, and furniture markets.  The
company serves more than 40,000 customers from more than 100
locations throughout the United States.

                        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, namely Knighthead Master Fund, L.P., Lord
Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed
Opportunities Fund LP, and Brookville Horizons Fund, L.P., opposed
the exchange.  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.


WASHINGTON MUTUAL: FDIC Files Reservation of Rights
---------------------------------------------------
BankruptcyData.com reports that the Federal Deposit Insurance
Corporation - Receiver filed with the U.S. Bankruptcy Court a
reservation of rights in response to Washington Mutual's official
committee of equity security holders' motion for authority to
commence and prosecute claims.

According to BData, the document explains, "The Motion has been
filed under seal, and counsel for the Equity Committee has
declined the FDIC-Receiver's request for a copy of the sealed
filing due to promises of confidentiality. Based on the Equity
Committee's description of the relief requested in the Motion, the
FDIC-Receiver does not anticipate that it will have an objection.
However, because it has not seen the Motion itself, the FDIC-
Receiver respectfully reserves its right to object to the Motion
at the hearing thereon."

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WHAT A GOOD DOG: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: What a Good Dog, LLC
        295 Three Tun Road
        Frazer, PA 19355

Bankruptcy Case No.: 11-15694

Chapter 11 Petition Date: July 20, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: Ashely M. Chan, Esq.
                  James M. Matour, Esq.
                  HANGLEY ARONCHICK SEGAL & PUDLIN
                  One Logan Square, 27th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 496-7050
                  E-mail: achan@hangley.com
                          jmatour@hangley.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 17 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/paeb11-15694.pdf

The petition was signed by Carolyn Garson, vice president.


WJO INC: Committee Seeks to Hire Pachulski as Replacement Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the WJO, Inc.,
asks the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania for authority to retain Pachulski Stang Ziehi & Jones
LLP as replacement counsel to the Committee.

The Firm is expected to render these services to the Committee:

     a. assisting, advising and representing the Committee in its
        consultations with the Debtor regarding the administration
        of this Case;

     b. assisting, advising and representing the Committee with
        respect to the Debtor's retention of professionals and
        advisors with respect to the Debtor's businesses and this
        Case;

     C. assisting, advising and representing the Committee in
        analyzing the Debtor's assets and liabilities,
        investigating the extent and validity of liens and
        participating in and reviewing any proposed asset sales,
        any asset dispositions, financing arrangements and cash
        collateral stipulations or proceedings;

     d. assisting, advising and representing the Committee in any
        manner relevant to reviewing and determining the Debtor's
        rights and obligations under leases and other executory
        contracts;

     e. assisting, advising and representing the Committee in
        investigating the acts, conduct, assets, liabilities and
        financial condition of the Debtor, the Debtor's operations
        and the desirability of the continuance of any portion of
        those operations, and any other matters relevant to this
        case or to the formulation of a plan;

     f. assisting, advising and representing the Committee in
        connection with any sale of the Debtor's assets.

     g. assisting, advising and representing the Committee in its
        participation in the negotiation, formulation, or
        objecting to any plan of liquidation or reorganization;

     h. advising the Committee on the issues concerning the
        appointment of a trustee or examiner under Section 1104;

     i. assisting, advising and representing the Committee in
        understanding its powers and its duties under the
        Bankruptcy Code and the Bankruptcy Rules and in
        performing other services as are in the interests of those
        represented by the Committee;

     j. assisting, advising and representing the Committee in the
        evaluation of claims and on any litigation matters,
        including avoidance actions; and

     j. providing such other services to the Committee as may be
        necessary in this Case.

To the best of the Committee's knowledge, Pachulski is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

Subject to Court approval, compensation will be payable to
Pachulski on an hourly basis, plus reimbursement of actual,
necessary expenses and other charges.  The current hourly rates
charged by Pachulski for professional and paralegals employed by
the Firm are:

     Partners                   $550-$950
     Of Counsel                 $475 - $725
     Associates                 $345 - $495
     Paralegals                 $175 - $255


The professionals and paralegals presently designated to represent
the Committee and their current standard hourly rates are:

     Bruce Grohsgal             $705 per hour
     Bradford J. Sandier        $675 per hour
     Peter J. Keane             $345 per hour

The attorney that will be primarily rendering services to the
Committee is:

     Bradford J. Sandler, Esq.
     Pachulski Stang Ziehi & Jones LLP
     919 North Market Street, 17th Floor
     Wilmington, Delaware 19801
     Tel: (302) 778-6424
     E-mail: bsandler@pszjlaw.com

Tristate Capital Bank has filed an objection to the application to
employ Pachulski Stang as counsel to the Committee because
retention of proposed replacement counsel is not in the best
interest of the estate and would result in unnecessary duplication
of services and a waste of estate resources.

On January 21, 2011, the Committee filed an application to retain
Keifer and Tsarouhis, LLP, as counsel to the Committee, which was
approved on Feb. 24, 2011.

On July 5, 2011, the proposed replacement counsel filed a
withdrawal of appearance on behalf of Tsarouhis and advised that
Tsarouhis would no longer be representing the Committee.  However,
Tsarouhis has not filed a motion to withdraw as counsel to the
Committee.

The Application to employ Pachulski appears substantially the
same regarding the scope of services to be provided as the
original Committee application filed six months earlier.  However,
the application does not provide any facts and circumstances
disclosing the need for replacement of counsel at this stage of
the case, if any, and the benefit to the estate, particularly the
unsecured creditors, associated with replacing counsel at this
late stage in the case.

Tristate Capital Bank is represented by:

     Jennifer R. Hoover, Esq.
     Benesch Friedlander Coplan & Aronoff LLP
     1650 Market Street, Suite 3628
     Philadelphia, Pennsylvania 19103
     Phone: (267) 207-2947
     Fax: (267) 207-2949

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


W.R. GRACE: Completes Acquisition of De Neef Conchem Group
----------------------------------------------------------
Grace Construction Products, an operating segment of W. R. Grace &
Co. (NYSE: GRA), announced that it has acquired the De Neef
Conchem Group, a privately-owned group of companies that develop
waterproofing products for the construction industry.  Financial
terms of the transaction were not disclosed.

De Neef Conchem produces preventative and remedial waterproofing
products and concrete protection and repair products.  These
products are manufactured in Belgium, Spain and the United States
and are sold throughout the world.  Headquartered in Belgium, De
Neef Conchem has been in business for more than 30 years and has
over 100 employees.

"De Neef Conchem's product lines complement Grace's structural
waterproofing and building envelope portfolio by adding a variety
of new technologies.  The acquisition places us in an excellent
position to offer increased value to our customers," said Andrew
Bonham, President of Grace Construction Products.

This acquisition is part of Grace Construction Products' ongoing
growth strategy focused on acquiring companies in high margin
segments of the construction industry, opening new manufacturing
facilities in emerging regions, and entering into alliances with
partners that can accelerate the extension of the Grace brand into
new markets.

In addition to this transaction, Grace recently acquired Wuhan
Meilixin New Building Materials Co., Ltd., a manufacturer of
waterproofing products located in China.  The company has also
opened seven manufacturing sites in emerging regions since 2010.

"Our investment in De Neef Conchem improves our global
waterproofing position and supports our strategy to expand into
new market segments with highly innovative products for the
industry," added Jens Ebinghaus, Vice President and General
Manager - Europe, Middle East, Africa and India for Grace
Construction Products.

               About Grace Construction Products

Grace Construct ion Products is a world-leading provider of
construction chemicals and building materials that are used to
enhance the durability, strength and appearance of structures all
over the world.  Products include concrete admixtures, fibers,
surface treatments and liquid pigments, additives for cement
processing, and fire protection, waterproofing and masonry
products.  More information is available online at
http://www.graceconstruction.com.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: EPA to Run Tests on Libby Wood Chips
------------------------------------------------
Montana's senior U.S. Senator Max Baucus secured a commitment from
the U.S. Environmental Protection Agency (EPA) that it will
conduct additional testing to determine whether wood chips
distributed widely in Libby, Montana, and beyond pose a health
risk.  The commitment comes in response to Sen. Baucus' July 6th
inquiry after press reports http://researcharchives.com/t/s?7684
indicated the wood chips could be contaminated with asbestos.

"Priority number one is making sure folks are safe, and these new
tests will help us figure out if the wood chips are dangerous and
whether more steps need to be taken to protect the community,"
Sen. Baucus said.  "I'm watching to make sure the tests are
performed thoroughly and transparently, and I'll be here to hold
EPA's feet to the fire and make sure their response is up to par.
We've got to get to the bottom of this quickly so Libby can
continue to heal and begin to prosper."

In a letter to Sen. Baucus, available
http://bankrupt.com/misc/WRG_BaucusLetter_07142011.pdfEPA's
Regional Administrator committed to:

    1. Perform activity based sampling specific to Libby
       homeowners who've been exposed to the bark.  This testing
       is in addition to earlier tests performed only on mill
       site workers;

    2. Reanalyze wood chips samples with a new methodology that
       can quantify the asbestos fibers found.  Earlier tests
       were inconclusive as to the level of asbestos present in
       the wood chips; and

    3. Conduct toxicology assessments for both cancer and
       non-cancer health effects.  EPA will use these results to
       complete a thorough risk assessment and determine a plan
       for handling the wood chips moving forward.

Sen. Baucus also met with EPA Administrator Lisa Jackson
http://baucus.senate.gov/?p=press_release&id=578earlier this
month to discuss the issue face-to-face.  Sen. Baucus and his
staff will also continue to press EPA for all documentation
related to the wood chips and comb through the materials carefully
to help find answers for the people of Libby.

Sen. Baucus' original letter to EPA is available here
http://bankrupt.com/misc/WRG_BaucusLetter_07062011.pdf

Additional background on Sen. Baucus' longstanding efforts to
secure declaration of a Public Health Emergency in Libby:

Sen. Baucus has been a long-time champion of asbestos awareness in
his efforts to declare the mining tragedy in Lincoln County a
public health emergency and make sure folks there have access to
the clean-up tools they need.  Sen. Baucus also included three
provision in the Affordable Care Act to ensure asbestos victims in
Libby have access to the health care they are entitled to as
residents of a public disaster emergency site:

    1. In Spring 2010 http://baucus.senate.gov/?p=video&id=59
       as part of Sen. Baucus' provisions, victims of asbestos
       exposure in Lincoln County began getting care under
       Medicare.

    2. In March 2011
       http://baucus.senate.gov/?p=press_release&id=394
       Sen. Baucus announced the application process was open
       for the screening-grant awarded to CARD.

    3. In June 2011
       http://baucus.senate.gov/?p=press_release&id=533
       Sen. Baucus announced additional benefits for Libby
       asbestos victims, such as home care services and special
       medical equipment not normally covered under Medicare.

Since news reports first linked widespread deaths and illness to
exposure to deadly asbestos fibers at the defunct W.R. Grace and
Co. mine, Sen. Baucus has visited Libby more than 20 times,
secured millions for healthcare and cleanup, brought numerous
White House cabinet secretaries to the town, helped save the CARD
clinic, and has dogged the EPA to keep cleanup efforts moving
forward.

As far back as 1999, Sen. Baucus wrote a letter to then Secretary
of Health and Human Services Donna Shalala requesting immediate
medical help and assistance to the area.  He further lambasted the
EPA's decision to not declare a Public Health Emergency, calling
it an "outrage."

In 2008, Sen. Baucus released a report detailing a 2002 attempt by
the EPA to declare a Public Health Emergency in Libby that was
thwarted by the previous Administration's Office of Management and
Budget.  And on June 17, 2009, due in large part to Sen. Baucus'
efforts, the EPA declared its first ever public health emergency
in Libby, Montana.

Earlier this year Sen. Baucus was announced as the 2011 Tribute of
Hope Award http://baucus.senate.gov/?p=press_release&id=299
recipient by the Asbestos Disease Awareness Organization (ADAO)
for his tireless efforts fighting on behalf of residents of Libby,
Lincoln County and Asbestos victims everywhere.  In March, the
Senate unanimously passed Sen. Baucus' resolution to designate the
first week of April 2011 as "Asbestos Awareness Week"
http://baucus.senate.gov/?p=press_release&id=359and call
attention to Libby and other victims of asbestos-related disease.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: To Present at Jefferies Conference on Aug. 9
--------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced that Hudson La Force, the
company's Senior Vice President and Chief Financial Officer, is
scheduled to present at the Jefferies 2011 Global Industrial and
A&D Conference in New York City on Tuesday, August 9.

Scheduled to begin at 2:30 p.m. EDT, the presentation will be
simultaneously webcast and posted on the company's Web site.  To
listen to the audio webcast or to view the presentation slides, go
to http://www.grace.comand click the webcast link in the Investor
Information section.  A replay of the presentation will be
available until November 9, 2011.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Bank Escapes Injunction for Faulty Mortgage Claims
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that while the evidence was "plentiful" that a bank
systemically filed proofs of claim with inflated amounts owing on
mortgages, the U.S. Court of Appeals in New Orleans ruled that the
bankruptcy judge did not have jurisdiction to enter an injunction
compelling the bank to review claims back to 2007 and file
corrections.  The case involved Wells Fargo Bank NA and an elderly
bankrupt woman whose tenacious lawyer demanded the bank provide
backup justifying the amount claimed as owing on a defaulted
mortgage.  The case is Wells Fargo Bank NA v. Steward (In re
Stewart), 09-30832, U.S. 5th Circuit Court of Appeals (New
Orleans).


* Three Bank Failures Bring Year's Total to 58
----------------------------------------------
On July 22, two banks in Florida and one in Colorado failed.  The
three failures will cost the Federal Deposit Insurance Corp.
$256.3 million. Together, the three banks had deposits of $1.22
billion, the FDIC said.

There have been 58 bank failures so far this year, compared with
157 for the entire 2010.  The failures in 2010 were the most since
1992, when 179 institutions were taken over by regulators.

                  2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party    FDIC Cost
                    Assets of    Bank That Assumed    to Insurance
                    Closed Bank  Deposits & Bought    Fund
   Closed Bank      (millions)   Certain Assets       (millions)
   -----------      -----------  -----------------    -----------
Bank of Choice         $1,070.0  Bank Midwest, N.A.        $213.6
LandMark Bank of Fla.    $275.0  American Momentum          $34.4
Southshore Community      $46.3  American Momentum           $8.3

Summit Bank               $72.0  The Foothills Bank         $11.3
First Peoples Bank       $228.3  Premier American Bank       $7.4
One Georgia Bank         $186.3  Ameris Bank                $44.4
High Trust Bank          $192.5  Ameris Bank                $66.0
Colorado Capital         $717.5  First-Citizens Bank       $283.8
First Chicago Bank       $959.3  Northbrook Bank           $284.3
Signature Bank            $66.7  Points West Community      $22.3
Mountain Heritage        $103.7  First American Bank        $41.1
First Commercial Bank     $98.6  Stonegate Bank             $28.5
McIntosh State Bank      $339.9  Hamilton State Bank        $80.0
Atlantic Bank and Trust  $208.2  First Citizens Bank        $36.4
First Heritage Bank      $173.5  Columbia State             $34.9
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5
Summit Bank              $142.7  Columbia State             $15.7
Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Global Corporate Default Tally Up To 19 So Far in 2011
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based restaurateur Real Mex Restaurants Inc. to 'D'
last week after it missed its interest payment on its secured
notes.  This action raises the 2011 global corporate default tally
to 19, said an article published Friday by Standard & Poor's
Global Fixed Income Research, titled "Global Corporate Default
Update (July 14 - 20, 2011) (Premium)."  Of the total, 12 issuers
were based in the U.S., two each were based in Canada and New
Zealand, and one each was based in the Czech Republic, France, and
Russia.

By comparison, 46 global corporate issuers had defaulted by this
time in 2010.  Of these defaulters, 33 were U.S.-based issuers,
two were European issuers, four were from the emerging markets,
and seven were in the other developed region (Australia, Canada,
Japan, and New Zealand).

Eight of this year's defaults were due to missed interest or
principal payments and six were due to distressed exchanges--both
among the top reasons for default in 2010.  Of the remaining five,
three issuers defaulted after they filed for bankruptcy, another
had its banking license revoked by its country's central bank, and
the fourth was forced into liquidation as a result of regulatory
action.  Of the defaults in 2010, 28 defaults resulted from missed
interest or principal payments, 25 resulted from Chapter 11 and
foreign bankruptcy filings, 23 from distressed exchanges, three
from receiverships, one from regulatory directives, and one from
administration.


* No U.S. Default, Experts Said at DBR's Annual Roundtable
----------------------------------------------------------
Nick Elliott, writing for Dow Jones' Daily Bankruptcy Review,
reports that Maria Boyazny of MB Global Partners, Stephanie
Wickouski of Bryan Cave, Bob Nabholz of Duff & Phelps and Adam
Rogoff of Kramer Levin said at DBR's annual roundtable held at its
offices in New York City, they do not believe the U.S. would
default on its debt.  According to DBR, Mr. Nabholz said, "They'll
figure a way out. . . . There will never be a technical default on
Treasurys.   That coupon will be made, the payments will be made.
I just think it's Washington at its worst."


* Consumers Hit by Crisis Slow to Embrace Banks New Credit Product
------------------------------------------------------------------
There is little interest in a new consumer credit product being
offered by banks to help customers restore credit ratings battered
by the financial crisis, according to a new survey from the
Deloitte Center for Financial Services.

Despite heavy marketing by banks, only 4 percent of first-time
defaulters - an emerging customer segment Deloitte is tracking -
are extremely interested in obtaining a secured credit card
according to the survey.  A secured credit card requires consumers
to make a deposit against a line of credit on the account or is
linked to a savings account and that is designed to help them
improve their credit ratings.  Overall, less than 1 in 5 consumers
in the segment (18 percent) have any real interest in the product.

The Deloitte Center for Financial Services defines first-time
defaulters as consumers who have suffered a serious negative
credit situation for the first time since mid-2008, such as
delinquency, foreclosure, bankruptcy and charge-offs.  More than 1
in 10 consumers overall (11 percent) fall into this category in
the latest survey, conducted in April and May, mirroring findings
from a Deloitte study in 2010.

"Consumers are struggling with the repercussions of the faltering
economy," said Andrew Freeman, executive director of the Center
for Financial Services, Deloitte LLP.  "The significance of this
survey is that it shows little change in the overall level of
first-time defaulters."

Freeman added, "One of the biggest challenges today is how banks
price their products for risk.  A secured credit card is one such
product that a number of lenders are offering first-time
defaulters. The expectation - based on historical experience - is
that secured cards and other alternative credit products will be
the only source of consumer credit for individuals who have had
significant credit trouble.  However, this group appears to have
continued access to revolving credit products at this time."

The survey also shows a "knock-on effect" - a secondary, often
unintended consequence - taking place among some first-time
defaulters as expense obligations mount and consumers battle
reduced income.  While reduced income and unemployment remain top
concerns for first-time defaulters, they now also have to contend
with growing medical bills.

"When you lose your job, you often lose your health insurance
coverage after six months or a year. The reality of this and the
shift in debt obligation priorities are reflected in the numbers,"
said Freeman.

Additional survey findings among first-time defaulters include:

More than half plan to pay down their overall debt over the next
12 months - a positive sign.

Consumers just above the subprime credit score range are
defaulting for the first time more frequently than consumers in
Deloitte's August 2010 survey.

Recent first-time defaulters have more trust in financial
institutions than those defaulting between September 2008 and
August 2010; overall two-thirds of first-time defaulters are
satisfied with their primary bank.

Perceived poor service and high fees are motivators for first-time
defaulter to switch lenders though few are doing so.

Among the broader group of almost 3,500 consumers in this survey,
three other survey findings stand out:

Although satisfaction with primary banks is slightly lower since
August 2010, overall most consumers say they trust their primary
bank. As for confidence levels in financial institutions outside
of their primary bank, trust is generally low, especially among
larger banks.

Only about half of respondents expect to be treated as valuable
customers by their lenders.

Nearly half the larger survey sample has not obtained any new
credit product since September 2008 and only 1 in 5 (20 percent)
are likely to pursue credit over the next 12 months.

This online survey, with a total sample of 3,490 respondents, was
conducted in the spring of 2011 by Harris Interactive on behalf of
the Deloitte Center for Financial Services.  Survey respondents
are at least 18 years old and have a personal checking account.
Respondents were distributed across various geographic regions,
income, age and gender, and included a group of those who
defaulted for the first time since September 2008.  The survey's
margin of error is 2 percent.

As used in this document, "Deloitte" means Deloitte LLP and its
subsidiaries.


* Cohen & Grigsby Taps Ryan Colombo to Labor & Employment Group
---------------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Bonita Springs, FL, disclosed the
appointment of Ryan Colombo as an associate in the firm's Labor
and Employment Group.  In this capacity, Colombo will represent
and counsel national and regional clients in a wide array of
matters, including National Labor Relations Act matters, federal
and state discrimination actions and compliance with various
federal and state laws.

"As we counsel our clients in an ever-changing and increasingly
competitive business environment, we're pleased to have
knowledgeable attorneys like Ryan on the Cohen & Grigsby team,"
said Jack Elliott, president and chief executive officer of Cohen
& Grigsby.  "I'm pleased to welcome him to the firm."

Prior to joining Cohen & Grigsby, Colombo served as a labor and
employment associate at Reed Smith LLP.  Before his time at Reed
Smith LLP, Colombo also served as a labor and employment associate
at Buchanan Ingersoll & Rooney.

Colombo earned his J.D. from the University of Pittsburgh and his
Bachelor of Arts in political science and history from Syracuse
University.

                       About Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby --
http://www.cohenlaw.com/-- is a business law firm with
headquarters in Pittsburgh and an office in Bonita Springs, FL.
Cohen & Grigsby attorneys cultivate a culture of performance by
serving as business counselors as well as legal advisors to an
extensive list of clients that includes private and publicly held
businesses, nonprofits, multinational corporations, individuals
and emerging companies.  The firm has more than 130 lawyers in
eight practice groups - Business & Tax, Labor & Employment,
Immigration/International Business, Real Estate, Intellectual
Property, Litigation, Bankruptcy & Creditors' Rights, and Estates
& Trusts.


* Kinetic Partners Expands Recovery & Restructuring Practice
------------------------------------------------------------
Kinetic Partners has added Mike Seery to the firm's growing
corporate recovery and restructuring advisory practice.

Mr. Seery brings twenty years of restructuring and investment
banking experience to Kinetic Partners, where his responsibilities
have included representing lenders, bondholders, and equity
committees in both out-of-court restructurings and bankruptcy
proceedings.  He also has vast experience in asset sales and
capital raisings, and in leading due diligence and valuation
engagements.  At Kinetic Partners, he will take an active role in
furthering the growth of the firm's US-based restructuring
practice.  His role is part of the firm's increased focus on
restructuring advisory, creditor's committees, business valuations
and financings.

Prior to joining Kinetic Partners, Mr. Seery was the Senior Vice
President of Financial Restructuring at CRT Investment Banking.
Before CRT, he also held senior roles with Chanin Capital
Partners, Peregrine Fixed Income Limited and Merrill Lynch.

"Mike is a highly respected professional in this industry and
brings a great deal of both practical and technical experience
into this role," said Geoff Varga, Member, Corporate Recovery and
Restructuring at Kinetic Partners.  "We are fortunate to have him
join our team and we believe he will prove to be a great asset in
the ongoing growth and development of the firm."

Neil Morris, Member, Operational Risk, added: "We are delighted
that Mike has joined our firm.  His vast experience and sector
expertise will significantly accelerate our expansion in the areas
of restructuring advisory and business valuation."

                       About Kinetic Partners

Kinetic Partners is a global professional services firm providing
regulatory consulting & compliance, corporate recovery &
forensics, remedial, risk, tax and audit & assurance services to
the asset management, investment banking and broking industries.
Launched in 2005, Kinetic Partners has grown rapidly, and has a
team of 110 across its five offices in London, Dublin, Cayman, New
York and Geneva. Kinetic Partners services over 1,000 clients, and
has attained a reputation as the leading provider of professional
services to hedge funds worldwide.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

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, 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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