TCR_Public/110728.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, July 28, 2011, Vol. 15, No. 207

                            Headlines

4KIDS ENTERTAINMENT: Gets 3-Month Plan Exclusivity Extension
ALLEN FAMILY: South Korea's Harim Wins Auction for Assets
ALLEN FAMILY: Harim Makes Winning Offer for Assets
ALTEGRITY INC: S&P Keeps 'B', But Revises Outlook to Negative
AMERICAN DIAGNOSTIC: Adequate Protection Payments Approved

AMERICAN INT'L: $450 Million Settlement Gets Preliminary Approval
AMTRUST FINANCIAL: Files Amended Joint Chapter 11 Plan
ANTWERP DAIRY: Case Summary & 2 Largest Unsecured Creditors
ARAMID ENTERTAINMENT: Files $190-Mil. Suit vs. Gerova
ARCHBROOK LAGUNA: Deadline to File Schedules Today

ARCHBROOK LAGUNA: Taps Akin Gump as Bankruptcy Counsel
ARCHBROOK LAGUNA: Wants to Hire Macquarie as Financial Advisor
ARCHBROOK LAGUNA: Taps S.J. Gawrylewski of Hawkwood as CRO
ARCHBROOK LAGUNA: To Employ PwC as Accounting Consultants
ARCHBROOK LAGUNA: Employs Garden City Group as Claims Agent

ARK DEVEVELOPMENT: Proposes Monthly Loans from Kodsis
ARK DEVELOPMENT: Disclosure Statement Hearing Set for Aug. 24
AVISTAR COMMUNICATIONS: Incurs $2.18 Million Net Loss in Q2
B&G FOODS: Revolving Credit Rated 'Ba1' by Moody's
BANNING LEWIS: Ultra's $26.5-Mil. Wins Auction for Most of Ranch

BARZEL INDUSTRIES: Plan Provides 11% Recovery for Unsecureds
BELTWAY ONE: Final Cash Collateral Hearing on Aug. 30
BERNARD L MADOFF: UniCredit, Bank Austria Want RICO Suit Dismissed
BERNARD L MADOFF: Citibank Moves to Dismiss $430 Million Suit
BESO LLC: Investor Seeks Rule 2004 Examination on Longoria

BOSTON SCIENTIFIC: Fitch Upgrades Issuer Default Rating From BB+
BOWE BELL: Vendor Finance Agreement Not Part of Assets Sale
BUILDERS FIRSTSOURCE: Incurs $15.48 Million Net Loss in Q2
CAMTECH PRECISION: Avstar's Plan to Pay Unsecured Claims in Full
CARIBBEAN PETROLEUM: Settlement Deal With U.S. Gov't Approved

CATHOLIC CHURCH: Wilm. Plan Confirmation Hearing Resumes Today
CATHOLIC CHURCH: Wilm. Wants Automatic Stay Extended for Parishes
CATHOLIC CHURCH: Wilm. Wants Removal Period Extended Until October
CATHOLIC CHURCH: Milw. Judge Sets Oct. 17 Claims Bar Date
CENTRALIA OUTLETS: Court Confirms Amended Plan of Reorganization

CHARBEL INVESTMENT: Case Summary & 2 Largest Unsecured Creditors
CHINA TEL GROUP: Shares Issued Exceed 5% of Outstanding Shares
CHURCH OF SOUTH: Senior Pastor Fights to Keep Campus Afloat
COACH AMERICA: S&P Affirms 'B-', But Revises Outlook to Negative
DETROIT PUBLIC SCHOOLS: Moody's Assigns 'B1' Issuer Rating

DOLLAR GENERAL: Moody's Upgrades Corp. Family Rating to 'Ba2'
DREIER LLP: Trustee Gets More Time to Serve Complaint
DRYSHIPS INC: Sells Four Vessels for $75.5 Million
ENTELOS, INC.: Case Summary & 20 Largest Unsecured Creditors
EVERGREEN TANK: S&P Affirms 'B' Corporate; Outlook Now Stable

FAST LANE: Case Summary & 5 Largest Unsecured Creditors
FIRSTGOLD CORPORATION: Royal Gold Moves Court to Dismiss Case
FIRST NATIONAL: Access to Cash Collateral Expires July 31
FLORIDA GAMING: Settles Real Property Dispute with Miami County
FOGO DE CHAO: S&P Assigns Prelim. 'B' Corporate Credit Rating

GARDENS OF GRAPEVINE: Court Okays Parkway as Real Estate Broker
GARDENS OF GRAPEVINE: Court Approves Wright Ginsberg as Counsel
GENERAL MOTORS: LoPucki Says $110MM Legal Tab "Astonishingly Low"
GLAZIER GROUP: Restaurateur Buys Strip House Brand
GOLD HILL: Fifth Third Renews Request to Prosecute Claims

HANMI FINANCIAL: Reports $8.0 Million Net Income in Q2
HARBOUR EAST: Proposes Kramer & Assoc. to Prepare 2010 Tax Return
HAYDEN-HARNETT, LLC: Case Summary & 20 Largest Unsecured Creditors
HCA INC: S&P Assigns 'BB' Rating to $500-Mil. Senior Notes
HEARUSA INC: Shareholders May Push for Reorganization, Not Sale

HORIZON VILLAGE: Sec. 341 Creditors' Meeting Set for Aug. 18
HORIZON VILLAGE: Hiring Gordon Silver as Bankruptcy Counsel
HUDSON COUNTY: Moody's Assigns Mig 1 Rating to $100.4MM Notes
IRWIN MORTGAGE: Schedules and Statement Due Aug. 4
IRWIN MORTGAGE: Hiring KCC as Claims and Noticing Agent

IRWIN MORTGAGE: Can Reject Fishers Building Lease
IRWIN MORTGAGE: Sec. 341 Creditors' Meeting Set for Aug. 8
IRONWOOD VENTURES: Case Summary & 6 Largest Unsecured Creditors
JACKSON HEWITT: Files Third Plan Supplement
JEFFERSON, AL: Bondholders Asked to Forgive 1/3 of $3.14BB Debt

KENTUCKIANA MEDICAL: Puts Emergency Room Plans on Hold
KMC REAL ESTATE: Wants to Borrow $2,000,000 from Private Investor
LEHMAN BROTHERS: Dist. Judge Sustains Claims of Ex-Shareholders
LEHMAN BROTHERS: Should Reach Global Deal With Merrill, Says Panel
LEHMAN BROTHERS: Wins Approval of NYSDTF Tax Agreements

LEHMAN BROTHERS: LBSF Sues AmeriCredit for Breach of Swaps Deal
LEHMAN BROTHERS: Wins Nod to Modified Asset Disposal Rules
LEHMAN BROTHERS: Wins Nod to Expand Scope of Legal Costs Fund
LEHMAN BROTHERS: Further Amends Plan for SunCal Debtors
LENDER PROCESSING: S&P Affirms 'BB+' Corporate Credit Rating

LOS ANGELES DODGERS: EBITDA Was Positive at $50-Mil. in 2009
LOYALTY REWARDS: Involuntary Chapter 11 Case Summary
MARIKA TOLZ: Federal Prosecutors Seek Long Sentence in Fraud Case
MEDICAL SPA: Physicians, Examiners Face Suit Over Financial Woes
MERIT GROUP: Court Approves Morgan Joseph as Investment Banker

MERIT GROUP: Sells Business for $44-Mil. to Fund Plan
MTR GAMING: Moody's Assigns 'B3' to Senior Secured Notes
NELSON RE: Moody's Affirms Catastrophe Bonds Ratings at Ca(sf)
NLC UNITRUST: Court Approves Ciardi Ciardi as Counsel
NORTHERN BERKSHIRE: Denied CAH Status, But Still Seen to Emerge

NURSERYMEN'S EXCHANGE: Can Hire Calegari & Morris as Accountants
NURSERYMEN'S EXCHANGE: FocalPoint Approved as Investment Banker
NURSERYMEN'S EXCHANGE: Taps Scheel Dallape as Real Estate Broker
NURSERYMEN'S EXCHANGE: Chelliah OK'd as Turnaround Consultants
NURSERYMEN'S EXCHANGE: Committee Taps FTI as Consultant

NURSERYMEN'S EXCHANGE: Landau Gottfrie Approved as Panel's Counsel
OLD COLONY: Plans to Pay $9MM Wells Fargo Secured Claim in 7 Years
OLSEN AGRICULTURAL: Court Approves Agri-Business as Broker
OLSEN AGRICULTURAL: Court Approves Green & Markley as Counsel
PALMDALE HILLS: Lehman Further Amends SunCal Plan

PERKINS & MARIE: Shuts Down Second Las Vegas Store Location
PFG ASPEN: Seeks Sept. 14 Extension of Confirmation Deadline
PHILADELPHIA ORCHESTRA: Pension Fund Has Go-Signal for Discovery
PHILADELPHIA ORCHESTRA: Files Schedules of Assets and Liabilities
PHILADELPHIA ORCHESTRA: Wants Plan Exclusivity Extended to Nov. 12

PHILADELPHIA ORCHESTRA: Wants Until Nov. 12 to Decide on Leases
PHILLIPS PLASTICS: S&P Assigns Prelim. 'B' Corp. Credit Rating
PRECISION DRILLING: S&P Assigns 'BB+' Rating to $300MM Sr. Debt
PREMIER GOLF: Plan Disclosures Hearing Today
QUAD/GRAPHICS INC: Moody's Rates Credit Facilities at 'Ba2'

RANCHO MALIBU: Plan Denied Confirmation; Case Converted to Ch. 7
RASER TECHNOLOGIES: Reaches Deal With Creditor to Avoid Rival Plan
REMINGTON RANCH: Court Converts Case to Chapter 7 Liquidation
ROCHA DAIRY: Wants to Hire Deagle Ames as Accountant
ROCHA DAIRY: Committee Taps May Browning as Counsel

ROTHSTEIN ROSENFELDT: Trustee Sues TD Bank for Role in Fraud
RUTHERFORD CONSTRUCTION: Court Denies Access to Cash Collateral
SANTA ROSA: S&P Cuts Long-term Rating on Toll Revenue Bonds to D
SBARRO INC: Committee Wins Nod to Compel E&Y to Send Report
SBARRO INC: Exclusive Period to File Plan Extended to Dec. 31

SEDRA FAMILY: Case Summary & 11 Largest Unsecured Creditors
SEQUOIA PARTNERS: Committee Opposes Extension of Exclusivity
SEQUOIA PARTNERS: Court Approves Swearingen as Committee's Counsel
SHOPPES OF LAKESIDE: Reaches Deal With Heartwood, et al., on Plan
SOUTH EDGE: Ch.11 Trustee to Tap Piercy Bowler for Tax Services

SOUTH EDGE: Trustee Can Tap $4MM Portion of Homebuilders' Loan
SPROUTS FARMER: S&P Assigns 'B+' Corporate Credit Rating
SUNOCO INC: Fitch Downgrades IDR to 'BB+'; Outlook Stable
SUNOCO INC: S&P Lowers CCR to 'BB+' on Completion of SunCoke IPO
SYNTAX-BRILLIAN: Court Rejects Suit v. Preferred Bank

T&J RESTAURANT: Chevys Fresh Mex Abruptly Closes Doors
TERRESTAR NETWORKS: FTC Approves Dish's $1.4 Billion Bid
TOPAZ POWER: S&P Affirms 'BB-' Rating on $600-Mil. Facilities
TUBO DE PASTEJE: Epiq Bankruptcy OK'd as Notice, Balloting Agent
TUBO DE PASTEJE: Court OKs Deloitte Financial Advisory as Auditor

TUBO DE PASTEJE: Court OKs Dewey & Leboeuf LLP as Attorneys
U.S. EAGLE: Lease Decision Period Extended Until August 15
U.S. EAGLE: Seeks to Pay Critical Vendors Claims Totaling $445,370
USA UNITED: Sec. 341 Creditors' Meeting Set for Aug. 16
USA UNITED: U.S. Trustee Wants Reorganization Case Converted

VALENCE TECHNOLOGY: Expects up to $14-Mil Revenue for Fiscal Q1
VEY FINANCE: Court Approves Patrick Tuttle and Re/Max as Realtors
VITRO SAB: Subsidiaries Involuntary Petitions Dismissed
WARNER MUSIC: Delisted from New York Stock Exchange
WARNER MUSIC: Edgar Bronfman Does Not Own Common Shares

WASHINGTON MUTUAL: FDIC Should Pay for $650M Suit, JPMorgan Says
WATER STREET: Can Hire Mark B. French as Bankruptcy Counsel
WATER STREET: Can Access $10,000 Unsecured Loan from R. DeRogatis
WEST CORP: Reports $34.37 Million Net Income in 2Q 2011
WESTLAND PARCEL: Court Approves David Goodrich as CRO

WESTSIDE MEDICAL: Wants to Use Cash Collateral to Pay Prof. Fees
W.R. GRACE: Reports $75.8 Million Net Income in 2nd Quarter
W.R. GRACE: CEO Confident In Getting Positive Plan Ruling
W.R. GRACE: Lenders Push For $1 Billion-Plus Chapter 11 Payout

* Another Judge Differs With 5th Circuit's Reed Opinion
* Fitch Says Leveraged Media Cos. Can Cover Higher Debt Costs

* 60 Allen Matkins Attorneys Named Among Super Lawyers 2011
* Gnarus Advisors LLC Opens Chicago Office
* Weil, Gotshal & Manges Named No. 1 Bankruptcy Law Firm

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

4KIDS ENTERTAINMENT: Gets 3-Month Plan Exclusivity Extension
------------------------------------------------------------
Christie Smythe at Bankruptcy Law360 reports that 4Kids
Entertainment Inc. won approval Monday in New York to remain in
bankruptcy protection while it battles a contract lawsuit lodged
by the owners of the rights to the popular "Yu-Gi-Oh!" cartoon.

U.S. Bankruptcy Judge Shelley Chapman signed an order granting
4Kids' request to extend its exclusivity period - when it has the
sole right to advance a Chapter 11 reorganization plan -- by 90
days to accommodate a trial in the contract dispute set for
Aug. 29.

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

The principal driver for filing the Chapter 11 cases is the need
to protect 4Kids' most valuable asset -- its rights under an
exclusive license relating to the popular Yu-Gi- Oh! ("YGO")
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to allegedly
wrongfully terminate the license and force 4Kids out of business.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Kaye Scholer LLP is the Debtors' restructuring
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors' claims
and notice agent.  BDO Capital Advisors, LLC, is the financial
advisor and investment banker.  An official committee of unsecured
creditors has not been appointed by the Office of the United
States Trustee.


ALLEN FAMILY: South Korea's Harim Wins Auction for Assets
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that South Korean poultry producer Harim Co. won the
July 25 auction for Allen Family Foods Inc.  The price bid by
Harim wasn't disclosed.  The sale hearing before the bankruptcy
judge was scheduled for July 27.

Mr. Rochelle relates that poultry producer Montaire Farms of
Delaware Inc., the stalking-horse at the auction, made the first
bid of $30 million, plus as much $38 million for inventory.
Montaire served notice that it will demand that $4.1 million be
placed in escrow from the sale to Harim to cover the claim it has
arising from business dealings during Allen's Chapter 11 case.

Montaire wants the money in escrow because otherwise Allen may not
have enough funds to pay claims arising during bankruptcy.
Montaire cited the bankruptcy judge as saying that any offer had
to cover the cost of the case.

                     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: Harim Makes Winning Offer for Assets
--------------------------------------------------
Kye Parsons at WBOC.com reports that South Korean poultry firm
Harim is the apparent winner in the bidding process for Allen
Family Foods.

According to the report, Harim intends to continue operations at
Allen's facilities, including its poultry processing plants in
Cordova, Md. and Harbeson, Del.  If Harim does take over Allen's,
it is unclear if Allen's employees will lose their jobs or become
employees of Harim.

The report says the agreement is subject to final approval during
an official bankruptcy auction scheduled to be held later this
week in the U.S. Bankruptcy Court for the District of Delaware in
Wilmington.

The news comes after Mountaire Farms announced that it had dropped
its efforts to buy Allen's assets, notes the report.

Under the stalking horse agreement, Mountaire Farms, through its
affiliate, Seaford Milling Company, would have acquired
substantially all of Allen's, with the exception of the corporate
owned grow-out farms and related farmland, which will continue to
be owned by Allen's.

Despite pulling its bid for Allen's, Mountaire Farms said in a
statement that it will continue with its plan to expand its own
facilities.

                    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.

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


ALTEGRITY INC: S&P Keeps 'B', But Revises Outlook to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Falls Church, Va.-based Altegrity Inc. at 'B'. "At the
same time, we revised our outlook to negative from stable," S&P
said.

"We also affirmed our issue ratings on the company's $1.475
billion senior secured credit facility of 'B+'. The recovery
ratings remain '2', indicating our expectation for substantial
(70% to 90%) recovery for lenders in the event of a payment
default," S&P related.

"We also affirmed our issue ratings on the company's senior
unsecured notes and senior subordinated notes of 'CCC+'. The
recovery ratings remain '6', indicating our expectation for
negligible (0% to 10%) recovery for noteholders in the event of a
payment default. We estimate Altegrity had about $2.1 billion in
reported debt outstanding at March 31, 2011," S&P said.

"The outlook revision to negative from stable reflects our view
that uncertain government spending levels and poor visibility
within certain business segments will restrict meaningful credit
measure improvement over the next year," said Standard & Poor's
credit analyst Brian Milligan. "Without substantial improvement,
credit measures will remain weaker than 'B' rating category
medians. Specifically, we forecast adjusted leverage to remain
high in the upper-6x area and EBITDA interest coverage to remain
thin in the upper-1x area."

"The negative outlook reflects our expectation for liquidity to
remain adequate and covenant cushion to remain above 15%, but for
credit measures to remain weaker than 'B' rating category medians.
We could lower our ratings if liquidity becomes less than adequate
or covenant cushion falls below 15%, possibly from significant
deterioration in USIS' OPM business or in Kroll's Ontrack
business. EBITDA would have to fall about 7.5% for covenant
cushion to drop below 15%. We could revise our outlook back to
stable if performance meaningfully improves -- possibly from new
large-scale client engagements at Kroll Ontrack coupled with
stable performance at USIS' OPM business -- to the point that
credit measures approach 'B' rating category medians. We estimate
EBITDA would have to increase by about 10% for credit measures to
approach 'B' rating category medians," S&P said.


AMERICAN DIAGNOSTIC: Adequate Protection Payments Approved
----------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois approved the stipulation for
adequate protection entered between American Diagnostic Medicine,
Inc., and Key Equipment Finance Inc.

Key Equipment has a claim against the Debtor that is specifically
secured by a perfected first priority security in the Debtor's
personal property -- GE Venti Nuclear Medicine Camera, Model GF01.
As of the date of filing, the Debtor owed one payment in the
amount of $4,976 as a prepetition debt.

The Debtor and Key agree that payments remain due for April, May,
June and July 2011 in the total amount of $19,905.

Pursuant to the finance commitment letter, the Debtor will pay Key
the postpetition outstanding payments beginning Aug. 1, 2011,
continue to make monthly payments of $4,922 to Key.  The payments
will be sent to:

         Sal Boscia
         Key Equipment Finance, Inc.
         1000 South McCaslin Boulevard
         Superior, CO 80027

The Debtor will also, as further adequate protection, pay within
14 days of the entry of the July 21 order, to Key the payments due
for the months of April, May, June and July 2011 in the total
amount of $19,905.

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11,298,157 in
total assets and $11,116,962 in total debts.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has hired K&L Gates LLP as its counsel.


AMERICAN INT'L: $450 Million Settlement Gets Preliminary Approval
-----------------------------------------------------------------
American Bankruptcy Institute reports that American International
Group Inc., the bailed-out U.S. insurer, said that its proposal to
pay $450 million to resolve claims of cheating a workers'
compensation program was approved by a U.S. judge.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


AMTRUST FINANCIAL: Files Amended Joint Chapter 11 Plan
------------------------------------------------------
BankruptcyData.com reports that AmTrust Financial (nka AmFin
Financial) filed with the U.S. Bankruptcy Court an Amended Joint
Chapter 11 Plan of Reorganization and related Disclosure
Statement.  The AmFin Plan incorporates a proposed compromise and
settlement regarding the holders of the Senior Notes Claims.

The Disclosure Statement relates that holders of the Senior Notes
Claims have agreed (a) that each holder will be treated as the
holder of a single Unsecured Claims against the consolidated
Debtors, (b) to have any liens, security interests, mortgages or
guaranties granted pursuant to the Senior Notes Agreement be
disregarded for all purposes under the AmFin Plan, (c) to the
substantive consolidation of the Debtors' estates pursuant to the
AmFin Plan, and (d) to the designation of directors of Reorganized
AFC in the manner set forth in the AmFin Plan.

In addition, the holders of Senior Notes Claims have also agreed
that the Noteholder Settlement Amount of $2.0 million will not be
distributed to holders of Senior Notes Claims but will be instead
be distributed to or reserved for other holders of Class 6 and
Class 8 Claims (other than the Subordinated Notes Claims) on a pro
rata basis.  In consideration for such agreements by the holders
of the Senior Notes Claims, the Debtors have agreed that the
Senior Notes shall have Allowed Unsecured Claims in an agreed
aggregate amount of $100,763,415 and that the Subordinated Notes
shall have an Allowed Unsecured Claims in an agreed aggregate
amount of $53,628,210.

In addition, the Debtors have agreed (a) that any claim for
recovery of the approximately $11.8 million paid by the Debtors to
holders of Senior Notes Claims in October 2009 will be settled in
full by the redistribution of the Noteholder Settlement Amount,
(b) not to object to any claims filed by the holders of the Senior
Notes, or their professionals or by the Bank of New York Mellon,
as collateral agent for the Senior Notes, or its professionals,
for substantial contribution under section 503(b) of the
Bankruptcy Code up to an aggregate amount of $950,000, (c) to the
designation of the Board of Directors of Reorganized AFC as set
forth in the AmFin Plan, and (f) to the releases of the holders of
Senior Notes Claims and their respective present or former
directors, officers, employees, attorneys, accountants,
underwriters, investment bankers, financial advisors,
representatives and agents, as set forth in the AmFin Plan.

                     About AmTrust Financial

AmTrust Financial Corp (PINK: AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors.
Kurtzman Carson Consultants serves as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and liabilities
in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


ANTWERP DAIRY: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Antwerp Dairy Leasing, LLC
        1290 North Shoop Avenue, Suite 140
        Wauseon, OH 43567

Bankruptcy Case No.: 11-12846

Chapter 11 Petition Date: July 25, 2011

Court: U.S. Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7137
                  E-mail: djs@sak-law.com

                         - and -

                  Sarah Mustard Heil, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 S. Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  E-mail: sheil@sak-law.com

                         - and -

                  Scot T. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7137
                  E-mail: sts@sak-law.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 two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/innb11-12846.pdf

The petition was signed by W. H. M. van Bakel, manager.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Four Leaf Clover Dairy Leasing        11-11036            03/24/11
Hill Dairy, LLC                       11-12469            06/27/11


ARAMID ENTERTAINMENT: Files $190-Mil. Suit vs. Gerova
-----------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Cayman Islands-based
Aramid Entertainment Fund Ltd. filed a $190 million suit Monday
against movie industry investor David Bergstein and others in New
York state court, accusing them of spreading lies about Aramid in
an attempt to buy it on the cheap.

The suit, which was filed by Aramid and Screen Capital
International Corp., accuses Mr. Bergstein and the so-called
Gerova defendants, which include Gerova Financial Group Ltd.,
Wimbledon Financing Master Fund Ltd. and Stillwater Capital
Partners Inc., of tortious interference with business
relationships and prospective economic advantage, according to
Law360.


ARCHBROOK LAGUNA: Deadline to File Schedules Today
--------------------------------------------------
At ArchBrook Laguna Holdings LLC and certain of its affiliates'
behest, the U.S. Bankruptcy Court for the Southern District of New
York extended the time for them to file their schedules of assets
liabilities and statements of financial affairs through and
including July 28, 2011, without prejudice to their ability to
request additional time should it become necessary.

The Debtors have informed the Court that they have begun compiling
information that will be required to complete the Schedules and
Statements; nevertheless, as a consequence of the complexity of
the Debtors' business operations and the recent departure of their
controller, they have not yet finished gathering the information.
The Debtors hold an aggregate of $246,176,393 in assets and
$176,372,973 in liabilities as indicated in their most recent
unaudited draft balance sheet.  The Debtors estimate that they
have approximately 7,500 creditors on a combined basis.

The Debtors submitted that focusing the attention of key
accounting and legal personnel on vital operational and
restructuring issues during the critical first weeks after
bankruptcy filing, rather than on preparing Schedules and
Statements, will help them make a smooth transition into Chapter
11 and, therefore, ultimately will maximize the value of the
bankruptcy estates for the benefit of creditors and all parties-
in-interest.

                     About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
serve as bankruptcy counsel to ArchBrook Laguna.  The Company is
being advised by Macquarie Capital (USA) Inc. with respect to the
sale process and by Hawkwood Consulting LLC, whose founder Stephen
J. Gawrylewski is Chief Restructuring Officer of the Company.
Macquarie Capital (USA) Inc. is the financial advisor.
PricewaterhouseCoopers LLP is a consultant.

The Debtors are selling substantially all of their assets pursuant
to a bankruptcy auction.  The Company will seek to have the
bankruptcy auction held on Aug. 8, 2011.  No buyer is under
contract to start the auction.


ARCHBROOK LAGUNA: Taps Akin Gump as Bankruptcy Counsel
------------------------------------------------------
ArchBrook Laguna Holdings LLC and certain of its affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Akin Gump Strauss Hauer & Feld LLP as their
attorneys, nunc pro tunc to the Petition Date.

Peter Handy of ArchBrook Laguna relates that Akin Gump is
intimately familiar with the Debtors' business and financial
affairs because it has served as counsel to Archbrook Laguna LLC
since 2005, providing litigation-related services.  More recently,
prior to the commencement of these Chapter 11 cases, the Debtors
retained Akin Gump to provide general bankruptcy and restructuring
advice, and in the weeks leading up to the Petition Date, Akin
Gump was actively involved in the preparation of cases.

Akin Gump will, among other things, advise the Debtors with
respect to their powers and duties as debtors-in-possession in the
continued operation of their business and the management of their
properties and draft all necessary or appropriate motions,
applications, answers, orders, reports, and other papers in
connection with the administration of the bankruptcy estates on
behalf of the Debtors.

Akin Gump will be paid in accordance with its standard hourly
rates:

      Professional            Hourly Rates
      ------------            ------------
      Partners               $500 - $1,200
      Counsel                $415 -   $850
      Associates             $335 -   $625
      Paraprofessionals      $125 -   $310

The Akin Gump attorneys with primary responsibility for this
matter are:

      Professional            Hourly Rates
      ------------            ------------
      Ira S. Dizengoff            $975
      Daniel I. Fisher            $600
      Michael P. Cooley           $660
      Alexis Freeman              $675
      Kristine Manoukian          $510
      Daniel Harris               $460

The Debtors will also reimburse Akin Gump for its out-of-pocket
expenses incurred in connection with its employment.

Ira S. Dizengoff, Esq., a partner at Akin Gump Strauss Hauer &
Feld LLP, in New York -- idizengoff@akingump.com -- disclosed that
in the one year prior to the Petition Date, Akin Gump has received
payment for $3,418,000 for services rendered to the Debtors and
their affiliates.  Of this amount, $1,630,000 was paid to Akin
Gump for services performed in connection with the Debtors'
bankruptcy filing.

Mr. Handy notes that Akin Gump has used this advance payment to
credit the Debtors' account for its charges for professional
services performed and expenses incurred before the Petition Date.
After application of the amounts for payment of any additional
prepetition professional services and related expenses, any excess
amounts will be held as an advance payment retainer and applied to
postpetition allowance of compensation and reimbursement of
expenses as allowed by the Court.

Mr. Dizengoff attests that Akin Gump is disinterested and
represents no interest adverse to the Debtors and their creditors.

                     About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

The Company is being advised by Macquarie Capital (USA) Inc. with
respect to the sale process and by Hawkwood Consulting LLC, whose
founder Stephen J. Gawrylewski is Chief Restructuring Officer of
the Company.  Macquarie Capital (USA) Inc. is the financial
advisor.  PricewaterhouseCoopers LLP is a consultant.

The Debtors are selling substantially all of their assets pursuant
to a bankruptcy auction.  The Company will seek to have the
bankruptcy auction held on Aug. 8, 2011.  No buyer is under
contract to start the auction.


ARCHBROOK LAGUNA: Wants to Hire Macquarie as Financial Advisor
--------------------------------------------------------------
ArchBrook Laguna Holdings LLC and certain of its affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
enter interim and final orders authorizing the employment of
Macquarie Capital (USA) Inc. as their financial advisor, nunc pro
tunc to the Petition Date, pursuant to a certain engagement letter
dated as of May 19, 2011, as amended, and the related
indemnification agreement.

As financial advisor, Macquarie will assist in the evaluation of
the Debtors' business and prospects, assist in the development of
long-term business plan and related financial projections, analyze
various restructuring scenarios and the potential impact of these
scenarios on the recoveries of various stakeholders impacted by
the restructuring, and provide strategic advice with regard to
restructuring or refinancing the Debtors' obligations.

Macquarie will be paid for professional services according to a
fee structure, which provides for:

   (a) a monthly advisory fee of $125,000 per month with 50% of
       all Monthly Fees after the third Monthly Fee credited,
       without duplication, against any earned Restructuring Fee,
       Sale Transaction Fee or Financing Fee; and

   (b) a Financing Fee in an amount equal to:

       * 1% of the gross proceeds of all senior indebtedness;

       * 2% of the gross proceeds of all junior secured
         indebtedness;

       * 3% of the gross proceeds of all mezzanine indebtedness;

       * 5% of the gross proceeds of all equity, equity-linked or
         equity-like securities or indebtedness; and

       * with respect to any other securities of a financing,
         underwriting discounts, placement fees or other
         compensation, customary under the circumstances, as will
         be mutually agreed upon by the Company and Macquarie;
         and

   (c) a Restructuring Fee equal to 2% of the aggregate
       outstanding principal amount of the restructured
       obligations, which will not be less than $1,250,000,
       payable upon consummation of any restructuring pursuant to
       a bankruptcy proceeding; or

   (d) a Sale Transaction Fee equal to 1.5% of the Transaction
       Value up to $100,000,000 and 2% of incremental Transaction
       Value above $100,000,000, provided that the Sale
       Transaction Fee will not be less than $1,250,000, provided
       further that, if a Sale Transaction for a material portion
       of the assets occurs through a series of transactions, the
       Sale Transaction Fee payable in the case of that
       liquidation will not be based on the Transaction Value and
       will instead be $650,000; and

   (e) reasonable out-of-pocket expenses in connection with the
       services provided.

Before the Petition Date and under the terms of the Engagement
Letter, the Debtors paid Macquarie total fees of $75,000 per month
for services rendered from May 19, 2011, through July 7, 2011, and
for reasonable out-of-pocket expenses related to those services.

The Indemnification Agreement provides for, and the Debtors agree
to, indemnify and hold harmless Macquarie and its affiliates
related to, arising out of or in connection with the retention of
Macquarie by the Debtors.  However, these conditions will apply:

   -- All requests of the Indemnified Persons for payment of
      indemnity, contribution or otherwise will be made by means
      of an interim or final fee application and will be subject
      to the approval and review of the Court; and

   -- In the event an Indemnified Person seeks reimbursement for
      attorneys' fees from the Debtors, the invoices and
      supporting time records from the attorneys will be annexed
      to Macquarie's own interim and final fee applications.

David Miller, a managing director of Macquarie Capital, disclosed
that as of May 19, 2011, Macquarie was paid a $100,000 Upfront
Retainer and $117,500 in Monthly Advisory Fees for its prepetition
services to the Debtors.  As of July 8, 2011, Macquarie has earned
$217,500 for the 48 calendar days it was employed prepetition, and
has incurred $44,284 in out-of-pocket expenses.

Mr. Miller assures the Court that Macquarie is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
serve as bankruptcy counsel to ArchBrook Laguna.  The Company is
being advised by Macquarie Capital (USA) Inc. with respect to the
sale process and by Hawkwood Consulting LLC, whose founder Stephen
J. Gawrylewski is Chief Restructuring Officer of the Company.
Macquarie Capital (USA) Inc. is the financial advisor.
PricewaterhouseCoopers LLP is a consultant.

The Debtors are selling substantially all of their assets pursuant
to a bankruptcy auction.  The Company will seek to have the
bankruptcy auction held on Aug. 8, 2011.  No buyer is under
contract to start the auction.


ARCHBROOK LAGUNA: Taps S.J. Gawrylewski of Hawkwood as CRO
----------------------------------------------------------
ArchBrook Laguna Holdings LLC and certain of its affiliates seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to (a) employ Hawkwood Consulting LLC as
crisis manager for the Debtors, (b) approve the terms of
Hawkwood's employment, including the proposed fee structure and
the indemnification provisions set forth in the Engagement Letter,
and (c) appoint Stephen J. Gawrylewski, a principal of Hawkwood,
as their chief restructuring officer.

Peter Handy of ArchBrook Laguna says that certain Hawkwood
professionals, including Mr. Gawrylewski, have been providing
crisis management services to the Debtors since May 26, 2011, when
the Debtors initially selected those individuals as restructuring
consultants to assist in the Debtors' restructuring process, to
address certain financial issues.  On June 13, 2011, certain of
the Hawkwood Professionals formed Hawkwood, which the Debtors now
seek to employ to assist in the Debtors' restructuring process as
set forth in the engagement letter dated June 13, 2011.

Under the Engagement Letter, Mr. Gawrylewski will serve as CRO,
reporting to appropriate persons of the Debtors, and will direct
the Debtors' reorganization.  Mr. Gawrylewski, with the other
Hawkwood Professionals, will be responsible for assisting the
Debtors' senior management team in their postpetition
restructuring efforts, including negotiating with parties-in-
interest and coordinating the "working group" of professionals,
who are or will be assisting the Debtors in the restructuring
process or who are working for the Debtors' stakeholders.

The Debtors will pay Hawkwood for compensation for its
professional services rendered and reimbursement of reasonable
out-of-pocket expenses incurred in connection with the cases in
accordance with the proposed compensation set forth in the
Engagement Letter.  In summary, the Fee Structure provides for
this compensation to Hawkwood:

   (a) Retainer -- the Debtors paid Hawkwood a $200,000 retainer.
       Any unearned portion of the retainer will be returned to
       the Debtors upon the termination of the engagement;

   (b) Hourly Rates -- Fees for the CRO and the other Hawkwood
       Professionals based on these hourly rates:

            Title                 Hourly Rate
            -----                 -----------
            Principals                   $450
            Managing Directors    $350 - $450
            Directors             $275 - $350

   (c) Value Added Fee -- The Debtors also agree to pay Hawkwood
       a contingent value added fee of $400,000 to be awarded and
       paid upon the earlier to occur of:

       * the consummation of a plan of reorganization for the
         Debtors; or

       * the consummation of the sale of all or a substantial
         portion of the assets of the Debtors through one
         transaction or a series of transactions, and in the
         event of a series of transactions, the Value Added Fee
         may be awarded as of the consummation of the final
         transaction in the series.

Pursuant to the Engagement Letter, the Debtors have negotiated
with Hawkwood the indemnification agreement, pursuant which the
Debtors have agreed to indemnify and hold harmless Hawkwood and
its affiliates under certain circumstances.  The Debtors have
agreed to indemnify the CRO to the same extent as the most
favorable indemnification it extends to its officers or directors,
and no reduction or termination in any of the benefits provided
under the indemnities will affect the benefits provided to the CRO
or the other Hawkwood Professionals.  The CRO will be covered as
an officer under the Debtors' existing director and officer
liability insurance policy, which the Debtors will maintain for
the CRO for a period of not less than two years following the date
of the termination of the officer's services.

Mr. Gawrylewski ascertains that Hawkwood is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
serve as bankruptcy counsel to ArchBrook Laguna.  The Company is
being advised by Macquarie Capital (USA) Inc. with respect to the
sale process and by Hawkwood Consulting LLC, whose founder Stephen
J. Gawrylewski is Chief Restructuring Officer of the Company.
Macquarie Capital (USA) Inc. is the financial advisor.
PricewaterhouseCoopers LLP is a consultant.

The Debtors are selling substantially all of their assets pursuant
to a bankruptcy auction.  The Company will seek to have the
bankruptcy auction held on Aug. 8, 2011.  No buyer is under
contract to start the auction.


ARCHBROOK LAGUNA: To Employ PwC as Accounting Consultants
---------------------------------------------------------
ArchBrook Laguna Holdings LLC and certain of its affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ PricewaterhouseCoopers LLP as their
accounting consultants, nunc pro tunc to the Petition Date on the
terms set forth in an engagement letter.

Pursuant to the terms of the Engagement Letter, since June 8,
2011, PwC has been providing consulting and accounting services in
connection with the review and evaluation of the Debtors'
accounting and credit practices.  PwC intends to continue to
provide those services during the pendency of the Chapter 11
cases.  To the extent the Debtors request additional services not
covered under the Engagement Letter, PwC and the Debtors will
enter into additional engagement letters, as necessary, and will
file and serve a notice of presentment of an order to the Court
for approval of any additional engagement letters.

The Debtors will pay PwC for services rendered in their bankruptcy
cases according to these hourly rates:

           Partners               $600
           Directors              $530
           Managers               $450
           Senior Associates      $365
           Associates             $290

The Debtors will also reimburse PwC for any direct expenses
incurred in connection with its retention in these cases and the
performance of the services set forth in the Engagement Letter.

Robert Gallagher, a partner at PwC, attests that PwC is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
serve as bankruptcy counsel to ArchBrook Laguna.  The Company is
being advised by Macquarie Capital (USA) Inc. with respect to the
sale process and by Hawkwood Consulting LLC, whose founder Stephen
J. Gawrylewski is Chief Restructuring Officer of the Company.
Macquarie Capital (USA) Inc. is the financial advisor.
PricewaterhouseCoopers LLP is a consultant.

The Debtors are selling substantially all of their assets pursuant
to a bankruptcy auction.  The Company will seek to have the
bankruptcy auction held on Aug. 8, 2011.  No buyer is under
contract to start the auction.


ARCHBROOK LAGUNA: Employs Garden City Group as Claims Agent
-----------------------------------------------------------
ArchBrook Laguna Holdings LLC and certain of its affiliates sought
and obtained authority to employ The Garden City Group, Inc., as
notice and claims agent, nunc pro tunc to the Petition Date.

Among other things, GCG will notify all potential creditors of the
filing of the bankruptcy petitions, notify all potential creditors
of the existence and amount of its respective claims as evidenced
by the Debtors' books and records, and maintain a post office box
for receiving claims.

GCG will be paid according to the parties' Retention Agreement.
GCG has received an initial retainer of $55,000, which may be
replenished from time to time, from the Debtors for its services
and will apply that retainer first against all prepetition fees
and expenses and then against the last bill for fees and expenses
that GCG will incur in these cases.

Angela Ferrante, an assistant vice president at GCG, assures the
Court that GCG is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

                     About ArchBrook Laguna

ArchBrook is a procurement and distribution intermediary between
production companies and end retailers.  It distributes consumer
electronics, computers and appliances to principal customers that
include Wal-Mart Stores Inc., Best Buy Co. and Costco Wholesale
Corp.

ArchBrook disclosed assets of $246.2 million against debt totaling
$176.4 million as of March 31, 2011.

ArchBrook Laguna Holdings LLC and certain of its affiliates filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 11-13292) on
July 8, 2011.

Ira S. Dizengoff, Esq., Michael P. Cooley, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
serve as bankruptcy counsel to ArchBrook Laguna.  The Company is
being advised by Macquarie Capital (USA) Inc. with respect to the
sale process and by Hawkwood Consulting LLC, whose founder Stephen
J. Gawrylewski is Chief Restructuring Officer of the Company.
Macquarie Capital (USA) Inc. is the financial advisor.
PricewaterhouseCoopers LLP is a consultant.

The Debtors are selling substantially all of their assets pursuant
to a bankruptcy auction.  The Company will seek to have the
bankruptcy auction held on Aug. 8, 2011.  No buyer is under
contract to start the auction.


ARK DEVEVELOPMENT: Proposes Monthly Loans from Kodsis
-----------------------------------------------------
Ark Development/Oceanview LLC has filed an emergency motion for
authorization to obtain postpetition financing of $15,932 per
month, on a interim basis, from Isaac Kodsi, Joseph Kodsi or other
related or affiliated entities, to make the proposed adequate
protection payments to Northern Trust, which payments commence on
Aug. 1, 2011.  The Debtor tells the Court that the adequate
protection payments are necessary to enable it to confirm its
Plan.

Isaac Kodsi and Joseph Kodsi each own 50% of the Debtor.

Northern Trust, owed approximately $3,018,347, plus a per diem of
$594 thereafter, plus reasonable costs and attorneys' fees, holds
a mortgage on the Debtor's property located at 1431 North Atlantic
Boulevard, in Fort Lauderdale, Florida.

Prior to the Petition Date, the Debtor was in the process of
constructing a luxury home on the Property.  After the Petition
Date, the Debtor completed construction of said residence on the
Property and a certificate of occupancy for the residence has been
issued by the City of Fort Lauderdale.

Debtor has not made any payments to Northern Trust since the
filing of the Petition.  Pursuant to the terms of the Agreement
between the Debtor and Northern Trust resolving their disputes
regarding the debt owed to Northern Trust, the Debtor is required
to make adequate protection monthly payments to Northern Trust in
the amount of $15,931.95, commencing Aug. 1, 2011.

Debtor relates that if it is unable to make the adequate
protection payments, Northern Trust can proceed against its
Property.

The Lenders have agreed to fund the proposed adequate protection
payments to Northern Trust in exchange for an administrative
expense claim under 11 U.S.C. Section 503(b)(1).  Repayment of the
post-petition financing to the Lenders will be at confirmation of
the Debtor's Plan.

                      About Ark Development

Ark Development/Oceanview LLC owns three luxury homes in
Fort Lauderdale, Florida -- at 1431 North Atlantic Boulevard; 1427
North Atlantic Boulevard; and 1423 North Atlantic Boulevard.  As
of the Petition Date, all three properties were in the final
stages of the construction process.  Subsequent to the Petition
Date, the Debtor has completed construction of the 1427 Property
and a certificate of occupancy for the residence has been issued
by the City of Fort Lauderdale.

The Debtor estimates that the value of each property is roughly
$4 million.  Currently, the Debtor's sole source of income is
generated from the rental income from the 1423 Property.  The
Debtor utilizes the rental income from the 1423 Property to pay
the expenses associated with maintaining the 1423 Property.

Ark Development/Oceanview filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 11-20382) on April 18, 2011.  Judge John K.
Olson presides over the case.  It scheduled assets of $12,000,000
and debts of $9,772,531.

The Debtor has retained Shraiberg, Ferrara & Landau, P.A., as
general bankruptcy counsel.


ARK DEVELOPMENT: Disclosure Statement Hearing Set for Aug. 24
-------------------------------------------------------------
On July 18, 2011, Ark Development/Oceanview, LLC, filed with the
U.S. Bankruptcy Court for the Southern District of Florida its
proposed Chapter 11 Plan of Reorganization and explanatory
disclosure statement on July 18, 2011.

The Court has scheduled a hearing for Aug. 24, 2011, at 1:30 p.m.
to consider approval of this Disclosure Statement.

The Plan designates six Classes of Claims and one Class of
Interests:

Class 1. Allowed Secured Claim of Broward County Revenue Collector
Class 2. Allowed Secured Claim of RADC/CADC.
Class 3. Allowed Secured Claim of BB&T
Class 4. Allowed Secured Claim of Northern Trust
Class 5. Allowed Secured Claims of the Mechanic Lienholders
Class 6. Allowed General Unsecured Claims
Class 7. Allowed Equity Interests.

All Classes are Impaired under the Plan.

Class 1 Claimholders will receive equal monthly payments, of
principal and interest, commencing on the Effective Date, with
interest at 5% per annum, over a period not to exceed five years.

RADC/CADC, which holds the first position mortgage on the 1423
Property, and is owed approximately $3,150,000, will be paid
monthly interest only payments on the twentieth (20th) of each
month at a rate of one (1) percentage point over the prime rate
(i.e., monthly payment of $11,156.25), over a period of 60 months.
RADC/CADC will receive a balloon payment of $3,150,000 at the end
of the 60 month period, or the Debtor will abandon the property
to the lender or consent to the entry of a foreclosure judgment in
favor of the lender.

BB&T, which holds the first position mortgage on the 1427
Property, and is owed approximately $3,300,000, will be paid
monthly interest only payments on the 20th of each month at a rate
of one percentage point over the prime rate (i.e., monthly payment
of $11,687), over a period of 24 months.

Thereafter, BB&T will be paid principal and interest monthly
payments for the following 36 months, amortized over 25 years at a
rate of one percentage point over prime (i.e, monthly payment of
$17,877).  BB&T will receive a balloon payment of approximately
$2,887,009 at the end of the 60 month period, or the Debtor will
abandon the property to the lender or consent to the entry of a
foreclosure judgment in favor of the lender.

Northern Trust which holds the mortgage on the 1431 Property, and
is owed approximately $3,018,347, plus a per diem of $594
thereafter, plus reasonable costs and attorneys' fees, has agreed
to vote in favor of the Plan filed by the Debtor so long as the
treatment of Northern Trust's Secured Claim is consistent with the
terms of the stipulation between the Debtor and Northern Trust
resolving their disputes regarding the debt owed to Northern
Trust.

Under the Agreement, the Debtor will remain in possession and
control of the 1431 Property for six months from the date of the
final order approving the Agreement.

Prior to the expiration of the six months period, the Debtor will
use its best efforts to effectuate a sale of the 1431 Property.
Until such time as the 1431 Property is sold, the Debtor will make
adequate protection payments to Northern Trust on a monthly basis
in the amount of $15,932 each, commencing on Aug. 1, 2011, until
the sale of the 1431 Property.

Mechanic Lienholders, owed approximately $230,094 in the
aggregate, will, in full satisfaction of their respective Allowed
Claims, receive a pro rata Distribution of $25,000, excluding
interest, paid in quarterly payments over a period of three years,
commencing 90 days of the Effective Date and will receive interest
on the amount of their Distribution at 2.5%.

Allowed General Unsecured Claims in Class 6 will, in full
satisfaction of their respective Allowed Claims, receive a pro
rata Distribution of $25,000, excluding interest, paid in
quarterly payments over a period of three years, commencing 90
days of the Effective Date and will receive interest on the amount
of their Distribution at 2.5%.

Other than retaining their Equity Interests in the Debtor, the
holders of Allowed Equity Interests in Class 7 will not be
entitled to receive any Distribution under the Plan on account of
such Equity Interests.  In exchange for agreeing to waive the
amounts owed to Joseph Kodsi and for financing the payments under
the Plan, Joseph Kodsi will continue to own 50% of the Reorganized
Debtor and Isaac Kodsi will continue to own 50% of the Reorganized
Debtor.

A copy of the Disclosure Statement is available at:

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

                      About Ark Development

Ark Development/Oceanview LLC owns three luxury homes in
Fort Lauderdale, Florida -- at 1431 North Atlantic Boulevard; 1427
North Atlantic Boulevard; and 1423 North Atlantic Boulevard.  As
of the Petition Date, all three properties were in the final
stages of the construction process.  Subsequent to the Petition
Date, the Debtor has completed construction of the 1427 Property
and a certificate of occupancy for the residence has been issued
by the City of Fort Lauderdale.

The Debtor estimates that the value of each property is roughly
$4 million.  Currently, the Debtor's sole source of income is
generated from the rental income from the 1423 Property.  The
Debtor utilizes the rental income from the 1423 Property to pay
the expenses associated with maintaining the 1423 Property.

Ark Development/Oceanview filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 11-20382) on April 18, 2011.  Judge John K.
Olson presides over the case.  It scheduled assets of $12,000,000
and debts of $9,772,531.

The Debtor has retained Shraiberg, Ferrara & Landau, P.A., in Boca
Raton, Fla., as general bankruptcy counsel.


AVISTAR COMMUNICATIONS: Incurs $2.18 Million Net Loss in Q2
-----------------------------------------------------------
Avistar Communications Corporation reported a net loss of
$2.18 million on $1.47 million of total revenue for the three
months ended June 30, 2011, compared with a net loss of $2.40
million on $1.02 million of total revenue for the same period
during the prior year.  The Company also reported a net loss of
$4.61 million on $2.86 million of total revenue for the six months
ended June 30, 2011, compared with net income of $7.82 million on
$15.79 million of total revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $2.31 million
in total assets, $14.03 million in total liabilities, and a
$11.71 million total stockholders' deficit.

Bob Kirk, CEO of Avistar, said, "In 2011, businesses are making
important buying decisions as to their unified visual
communications strategies.  Key factors in these decisions are
user demands for robust and reliable desktop videoconferencing
solutions and their associated features and functionality, and
aligning these solutions with the needs of the IT group.  This
emphasis positions Avistar with a formidable advantage since
Avistar solutions are designed to provide an industry leading user
experience while supporting virtualized desktop (VDI) and server
environments, delivering advanced bandwidth management
capabilities and achieving all this with an all software
architecture that lowers the total cost of ownership.  We believe
customers' focus on a combination of reliability, scalability,
flexibility and lower cost of ownership is driving our revenue
growth in 2011."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/ivi22J

                     About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

The Company reported net income of $4.45 million on $19.65 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $3.98 million on $8.82 million of total revenue during
the prior year.


B&G FOODS: Revolving Credit Rated 'Ba1' by Moody's
--------------------------------------------------
Moody's Investors Service is correcting the rating for B&G Foods,
Inc.'s $25 million senior secured revolving credit facility to Ba1
(LGD2, 13%) from WR.

The rating was previously withdrawn on January 10, 2011 due to an
internal administrative error.

B&G Foods, Inc.'s revolving credit facility was originally issued
with the maturity date of January 10, 2011. The transaction's
maturity date was later changed to February 26, 2013. At that
time, Moody's database was not updated to reflect the new maturity
date and the ratings were inadvertently withdrawn due to issue
matured.


BANNING LEWIS: Ultra's $26.5-Mil. Wins Auction for Most of Ranch
----------------------------------------------------------------
Rich Laden at The Gazette reports that Ultra Resources, a
subsidiary of Ultra Petroleum, was one of two winning bidders at a
June auction of the 21,500-acre ranch owned by Banning Lewis
Ranch.

According to the report, Ultra's $26.25 million bid needs a
bankruptcy judge's approval, and the company then must finalize
its purchase, steps that might not be completed until Sept. 30.
In a filing last week in U.S. Bankruptcy Court in Delaware, Ultra
said it wants to drill without being bound by an annexation
agreement, utilities agreement, master plan and other documents
that were approved as part of the city's annexation.  Those
agreements were put in place to govern the ranch's development and
laid out responsibilities for the city and the property's owners
on road construction, utilities and the like.

The city of Colorado Springs filed objections in May, arguing the
annexation and other agreements should be binding on the property.
Without those agreements, new owners might walk away from their
responsibility to provide tens of millions of dollars worth of
roads and other public improvements on the property, the city
said.

In addition to Ultra, KeyBank National Association, which had
loaned money to the ranch's owners, submitted a winning bid for
roughly 2,400 acres that make up the ranch's north side where
about 300 homes have been built since 2007.  KeyBank, which said
it intends to sell the property, bid $24.5 million; that amount
would be credited against the $65 million it's owed on its loan.

KeyBank sided with the city of Colorado Springs.  Still, KeyBank
said any ruling should be consistent between the 2,400-acre and
18,000-acre parcels.

                         About Banning Lewis

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

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

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

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


BARZEL INDUSTRIES: Plan Provides 11% Recovery for Unsecureds
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Barzel Industries Inc. scheduled a Sept. 8
confirmation hearing for approval of the liquidating Chapter 11
plan.  The U.S. Bankruptcy Court in Delaware approved the
explanatory disclosure statement July 26.

Creditors have until Aug. 29 to vote on a plan that contemplates
paying two major noteholders after priority claims are paid out.

Barzel sold most of the assets in November 2009 for $75 million to
Norwood, Massachusetts-based Chriscott USA Inc.  Secured lenders
agreed to a settlement later where they received a release of
claims in return for giving up $800,000, including $500,000
earmarked solely for unsecured creditors.

According to the Bloomberg report, the disclosure statement says
that unsecured creditors with $4.5 million in claims are estimated
to have an 11% recovery from the carveout from the lenders'
collateral.  Secured creditors are not participating in the pot
for unsecured creditors on account of their deficiency claims.

The disclosure statement says that secured noteholders, still owed
$250 million, will recover an additional $18.7 million from the
plan, assuming recovery in full on a $18 million tax refund claim.
Barzel once had 15 facilities.

                       The Chapter 11 Plan

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

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

Shareholders of the Debtors will retain no ownership interests.

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

                      About Barzel Industries

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

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

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

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


BELTWAY ONE: Final Cash Collateral Hearing on Aug. 30
-----------------------------------------------------
Judge Mike K. Nakagawa granted Beltway One Development Group LLC
interim authority to use cash collateral, despite the objection of
Wells Fargo Bank N.A., to pay costs of administration and to
operate the Debtor's business in the ordinary course.

Pursuant to the Interim Cash Collateral Order, Wells Fargo is
granted replacement liens on and security interests in the
Debtor's property to the extent necessary to adequately protect
Wells Fargo from any diminution in the value of its security
interests.  Nothing in the Order, however, constitutes a finding
that Wells Fargo is adequately protected.

The Court will hold a Final Hearing on the Debtor's request on
Aug. 30, 2011, at 2:30 p.m.

Prepetition, Beltway One entered into two separate loan
transactions:

     (i) Beltway One entered into a loan transaction with Colonial
Bank, N.A., effective Sept. 20, 2006, whereby Colonial lent
Beltway One the principal sum of $13.257 million, which was
secured by one parcel of the Debtor's real property called
Building 8, and all rents, income, revenues, issues and profits
arising or issuing from Beltway One's leases or other occupancy
agreements affecting the real property; and

   (ii) Beltway One entered into a loan transaction with Wachovia
Bank, N.A., effective May 16, 2008, whereby Wachovia lent the
principal sum of $10 million to Beltway One, which loan was
secured by one parcel of Beltway One's real property called as
Building 11, and all rents, income, revenues, issues, and profits
arising or issuing from Beltway One's leases or other occupancy
agreements affecting such other real property.

In August 2009, BB&T Corp. purchased the assets of Colonial.

According to papers filed in Court by Beltway One, on March 20,
2010, the Colonial/BBT Loan Maturity Date, the outstanding
obligation was $3.235 million.  Both prior to and after the
Colonial/BBT Maturity Date, Beltway One repeatedly contacted BBT
seeking to discuss the Colonial/BBT Loan, which calls and
correspondence, to date, have been unanswered.  Receiving no
response from BBT after repeated efforts to contact
BBT, Beltway One ceased tendering payments post-maturity; however,
BBT retains an Colonial/BBT interest reserve account.

Beltway One believes that the value of Building 8 -- the
Colonial/BBT Collateral -- exceeds the Colonial/BBT Secured Debt
as of Petition Date.

In October 2008, Wells Fargo became the successor-by-merger to
Wachovia.

Beltway One also said that on May 16, 2011, the Wachovia/Wells
Loan Maturity Date, the outstanding obligation was $9.789 million.
Beltway One believes that the value of Building 11 -- the
Wachovia/Wells Collateral -- exceeds the Wachovia/Wells Secured
Debt as of the Petition Date.

In its objection to the Cash Collateral Motion, Wells Fargo said
it has no desire to shut down Beltway One's business operations.
It filed the Objection to notify the Court of, and to preserve its
rights regarding, disputes with several of the allegations made by
Beltway One.  Wells Fargo said Beltway One concedes that all of
its postpetition revenues constitute Wells Fargo's cash
collateral. However, Beltway One has incorrectly characterized its
prepetition cash and deposit accounts as assets free and clear of
Wells Fargo's liens, a position that is simply not consistent with
controlling law.  Beltway One also fails to offer sufficient
adequate protection against the diminution in value of Wells
Fargo's collateral.  Wells Fargo further objects to Beltway One's
assertion that certain non-debtor insiders had reduced their
maximum liability under the guaranties of Beltway One's
indebtedness to Wells Fargo.

                About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near I-
515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth-related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.


BERNARD L MADOFF: UniCredit, Bank Austria Want RICO Suit Dismissed
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that UniCredit SpA and subsidiary UniCredit Bank Austria
AG each filed papers this week seeking dismissal of the largest
part of the $59 billion lawsuit filed against them by the trustee
liquidating Bernard L. Madoff Investment Securities Inc.  The
ruling will be made by U.S. District Judge Jed Rakoff, who said he
would send the case back to the bankruptcy judge after addressing
threshold issues.

According to the report, UniCredit and Bank Austria take aim at
the trustee's claims under the Racketeer Influenced & Corrupt
Organizations Act, commonly known as RICO.  If a plaintiff can
prove at least three instances of participation in a racketeering
scheme, damages can be trebled.  Thus, the trustee is seeking
three time the damages suffered by all Madoff customers.

Mr. Rochelle relates that the trustee's suit contends that Bank
Medici AG and Sonja Kohn, its founder, were in cahoots with Madoff
going back at least until the mid-1980s.  The trustee alleges that
Kohn and her bank funneled money into Madoff through foreign
investment funds.

UniCredit and Bank Austria, Mr. Rochelle discloses, say they
didn't come on the scene until 20 years later.  They point to the
complaint as being deficient about their participation in the
necessary predicate acts.  They say the complaint doesn't show
they were "knowing participants" or even had knowledge of the
Kohn-Madoff scheme.  Without looking at the facts, they contend
RICO cannot be applied to foreigners. In addition, they say the
complaint is based on allegations of securities fraud which by law
can't be the basis for a RICO complaint.

The trustee is to file his answering papers by Aug. 29.
UniCredit and Bank Austria will file replies on Sept. 12 in
advance of a hearing before Judge Rakoff on Sept. 19.

                      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.


BERNARD L MADOFF: Citibank Moves to Dismiss $430 Million Suit
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Citibank NA served a motion July 26 to dismiss the
$430 million complaint filed in December by the trustee
liquidating Bernard L. Madoff Investment Securities Inc.  The
trustee claims a right to recover funds that came to Citibank
after passing through Fairfield Sentry Ltd. and Rye Select Broad
Market Prime Fund LP.

Mr. Rochelle notes that in technical legal terms, the Madoff
trustee characterizes Citibank as a subsequent transferee of
fraudulently transferred money.  As such, the trustee contends
Citibank must return the funds unless it can prove it received the
money in good faith.

The trustee will file his answering papers by Nov. 14.  The New
York-based bank will reply on Dec. 5.  A hearing on the motion to
dismiss is currently set for Jan. 24.  The lawsuit so far hasn't
been transferred to federal district court.

Mr. Rochelle discloses that Citibank based its dismissal motion in
part on non-factual issues.  It claims that its receipt of the
funds was protected under the so-called safe harbor in Section
546(e) of the Bankruptcy Code immunizing recovery of transfers in
securities transactions.  The bank also says the transactions with
Fairfield and Rye Select were part of swap agreements that are
protected by Section 546(g) of the Bankruptcy Code.  Also based on
law alone, Citibank contends that the Madoff trustee hasn't yet
obtained a court declaration that the initial transfers to
Fairfield Sentry and Rye Select were voidable.  Citibank argues
that a settlement with Fairfield Sentry precludes ever having the
required judgment.  With regard to the facts, Citibank contends
that the trustee's complaint fails to allege facts showing that it
knew or should have known that the money coming from Mr. Madoff
was part of a fraud.

The Citibank suit is Picard v. Citibank NA, 10-05345, U.S.
Bankruptcy Court, Southern District New York (Manhattan).

                      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.


BESO LLC: Investor Seeks Rule 2004 Examination on Longoria
----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that attorneys for Mali Nachum, Eva Longoria's disgruntled
business partner, is asking the Bankruptcy Court to order the
actress to submit to an examination under Rule 2004 of the Federal
Rules of Bankruptcy Procedure about the "acts, conduct or
property" of restaurant owner Beso LLC.  Other subjects of the
examination, proposed for Aug. 30, include Beso's liabilities and
financial condition as well as "any matter" that could affect its
bankruptcy estate.

DBR counts Ms. Nachum previously sued Ms. Longoria in a California
state court for usury.  Beso's Chapter 11 filing in January halted
that litigation.  Ms. Nachum then sued Beso in bankruptcy court,
claiming other investors sought capital from her and her husband,
Ronen Nachum, with the intention of ousting them from Beso once
the company got the funds it needed.  Beso has since fought the
complaint, which the bankruptcy judge will hold a conference on
next month.

On July 18, Judge Mike K. Nakagawa denied the Nachums' "emergency
request" for him to immediately consider wresting control of Beso
away from an investor group that includes Ms. Longoria and handing
it to an independent bankruptcy trustee.  Ms. Palank previously
reported that the Nachums have said the trustee could review
Beso's financial records and see whether it made sense to close
the Eve restaurant, noting the closure of the business's "most
important asset" is a big concern for Beso's feasibility.

The Nachums are represented by:

          Brian D. Shapiro, Esq.
          LAW OFFICE OF BRIAN D. SHAPIRO, LLC
          228 South 4th Street, Suite 300
          Las Vegas, NV 89101
          Tel: 702-386-8600
          Fax: 702-383-0994
          E-mail: mail@brianshapirolaw.com

                          About Beso LLC

Beso, LLC, co-owned by "Desperate Housewives" star Eva Longoria,
filed for Chapter 11 bankruptcy protection on January 6, 2011
(Bankr. D. Nev. Case No. 11-10202).

Beso, LLC, runs a Las Vegas restaurant that opened two years ago.
It disclosed assets of $2,512,007 and liabilities of $5,680,339 in
the schedules attached to the Chapter 11 petition.  Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in Las
Vegas, Nevada, serves as counsel to the Debtor.

The petition was signed by William M. Braden, manager.


BOSTON SCIENTIFIC: Fitch Upgrades Issuer Default Rating From BB+
----------------------------------------------------------------
Fitch Ratings has upgraded Boston Scientific Corp.'s (NYSE: BSX)
debt ratings:

   -- Issuer Default Rating (IDR) to 'BBB-' from 'BB+';

   -- Unsecured bank credit facility to 'BBB-' from 'BB+';

   -- Senior unsecured notes to 'BBB-' from 'BB+'.

The rating action applies to approximately $4.9 billion of debt.
The Rating Outlook has been revised to Stable from Positive.

Rationale:

The rating action is supported by the company's steady paydown of
debt and its increasingly stable operations. From Sept. 30, 2010
through March 31, 2011, BSX has paid down roughly $1.1 billion of
debt with free cash flow (FCF) (net cash flow from operations less
capital expenditures) and proceeds from the divestiture of its
Neurovascular business. As a result, leverage (total debt/EBITDA)
decreased to 2.4 times (x) from 3.1x. In October 2010, Fitch
revised BSX's Rating Outlook to Positive in anticipation of the
company potentially operating with leverage sustainably below
2.5x.

BSX has stabilized its operations, particularly with regard to its
Cardiac Rhythm Management (CRM) business, which includes its
implantable cardioverter defibrillator (ICD) franchise. The
company has recaptured some of the U.S. market share loss that was
caused by a 30-calendar day U.S. ship-hold on its ICDs that ended
in April 2010. Profitability within BSX's drug-eluting stent (DES)
business should continue to improve with the announced market exit
of a competitor and the expected 2012 introduction of its Promus
Element (PE) stent in the U.S. and Japan. PE sales are
significantly more profitable than the sales of its currently
marketed Promus stent.

Rating Drivers:

The key rating drivers for this credit are leverage, EBITDA
margins, FCF and general operational stability. The 'BBB-'
leverage range for this credit is approximately 2.0x-2.5x. Margin
variability of less than 300 basis points and material FCF
generation are also expected.

ICD Business Stabilizing:

Fitch believes BSX will be able to maintain its current U.S. ICD
share, given the positive attributes of its products, the relative
sticky nature of client relationships, and new product
introductions in this segment. BSX's domestic ICD share bottomed
around June 30, 2010, shortly after the ship-hold period ended.
The company has since recaptured roughly half of its lost share.
Longer term, the FDA's approval for the expanded use of BSX's ICDs
in patients with less severe forms of heart failure should
incrementally help growth and margins for this segment.

Improved Profitability Prospects for Des Business:

New product flow should help to increase the profitability of
BSX's stent business. The company expects to launch PE into the
U.S. and Japanese markets in mid-2012. The expected share shift to
PE from BSX's current platform will improve the company's DES
margins. However, domestic and European pricing/margin pressures
will likely persist in the near term, with BSX bucking the trend
because of the expected favorable mix-shift to PE.

While BSX should benefit from margin expansion in its DES
franchise, tight pricing is challenging DES revenue growth.
Procedural volume for stents has moderated, in part because of the
weak employment environment, which will likely persist in the near
term. A recently published study that suggests that some DES use
is unnecessary may also modestly weigh on growth during the next
12 months. However, Johnson & Johnson (JNJ) announced it would
exit the DES market by the end of 2011. This starts the race to
capture roughly $400 million in annual global sales left by JNJ's
market exit.

Steady Performance from Other Businesses:

Fitch expects revenue growth for BSX's Endosurgery,
Electrophysiology and Neuromodulation businesses to persist.
Moderate procedure growth and only incremental pricing pressure
remain supportive for profitable growth in these segments. In
addition, BSX remains committed to investing in new product
development for these businesses.

Litigation and Regulatory Concerns:

BSX has resolved a significant number of litigation issues during
the past two years, including a $1.725 billion cash settlement
paid to JNJ in 2010 to end three patent lawsuits. However,
financial risk related to other litigation remains. The good news
for the company is that recent court decisions have ruled against
JNJ regarding patent lawsuits involving BSX.

While the healthcare reform-related 2.3% excise tax (beginning in
2013) on U.S. device sales is expected to pressure margins by
approximately one percentage point, Fitch believes BSX's focus on
cost reduction and the continued development of new value-added,
higher margin devices will help to mitigate this risk.

Healthcare reform should also result in moderate volume increases
in 2014-2016, when the bulk of the uninsured are expected to
obtain coverage. Though the Centers for Medicare and Medicaid
Services (CMS) has not yet written all of the rules and
regulations for the reform law, Fitch does not expect the ultimate
implementation of healthcare reform to affect BSX's credit rating.

Priorities for Cash:

Fitch expects BSX will generate $1 billion to $1.2 billion in FCF
in 2011, excluding approximately $300 million in litigation
payments. Fitch believes BSX's acquisition strategy will remain
targeted, focusing on areas that offer innovation and growth. BSX
will likely consider share repurchases in lieu of debt reduction,
once its leverage remains consistent with the 'BBB-' rating
category. Fitch anticipates FCF will be sufficient to fund
targeted acquisitions and, potentially, share repurchases. As
such, Fitch expects BSX will operate with leverage (total
debt/EBITDA) ranging between 2.2x-2.4x during 2011-2012.

Adequate Liquidity:

FCF for the latest 12-month period (LTM) ending March 31, 2011 was
$240 million, which includes a $750 million cash litigation
payment to Johnson & Johnson and $296 million payment to the U.S.
Department of Justice. At March 31, 2011, BSX had approximately
$595 million in cash/short-term investments; full availability on
its $2 billion revolver, maturing on June 30, 2013; and full
availability on its $350 million 364-day accounts receivable
facility, maturing in August 2011. The company had approximately
$4.95 billion in debt, with roughly $50 million maturing in 2012,
$700 million in 2013, $600 million in 2014, $1.25 billion in 2015,
and $600 million in 2016.


BOWE BELL: Vendor Finance Agreement Not Part of Assets Sale
-----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware, on July 13, 2011, issued an amended order
authorizing Mail Systems Liquidation, Inc., formerly known as Bowe
Systec, Inc., to sell substantially all of its assets to Contrado
BBH Funding, LLC, free and clear of all liens, claims and
interests.

Pursuant to the amended order, the Debtors, the highest and best
bidder and PNC Equipment Finance, LLC and PNC Canada Branch agreed
a vendor finance agreement will not constitute an acquired assets
and will not be assumed and assigned by the Debtors to the highest
and best bidder.

There are no brokers involved in consummating the sale and no
brokers' commissions are due.

As reported in the Troubled Company Reporter on June 17, the Court
approved on June 2, the sale of substantially all of the assets of
Bowe Systec, Inc., et al., to Colorado BBH Funding, LLC.  Upon the
closing of the Sale, the Debtors are authorized and directed to
assume and assign each of the Acquired Contracts free and clear of
all liens, claims and interests.  The payment of the applicable
Cure Amounts (if any) by the Debtors or the Highest and Best
Bidder, as applicable, will (a) effect a cure of all defaults
existing thereunder as of the Closing Date and (b) compensate for
any actual pecuniary loss to such Contract Counterparty resulting
from such default.

                         About Bowe Bell

Headquartered in Wheeling, Ill., BOWE BELL + HOWELL --
http://www.bowebellhowell.com/-- is a leading provider of high-
performance document management solutions and services.  In 1936,
the company pioneered gripper arm mail-inserting systems and has
one of the world's largest installed bases of such inserters as a
result of the technology's flexibility, performance and
reliability.  The company's complete portfolio of inserting,
sorting, plastic card, integrity, cutting, packaging, print-on-
demand and software solutions is one of the most comprehensive
product offerings for paper-based communications.  These solutions
are supported by one of the largest dedicated service
organizations in the industry.  In addition to its headquarters
offices, the company maintains major manufacturing and service
locations in Durham, N.C. and Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates, including Bowe Bell + Howell Holdings, Inc., filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on
April 18, 2011.  Bowe Systec estimated assets and debt of $100
million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.

Versa Capital Management, Inc. on June 27 announced the completion
of its previously publicized acquisition of the assets of Bowe
Bell + Howell and the formation of a new company and brand, Bell
and Howell, LLC.


BUILDERS FIRSTSOURCE: Incurs $15.48 Million Net Loss in Q2
----------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $15.48 million
on $206.39 million of sales for the three months ended June 30,
2011, compared with a net loss of $19.04 million on
$211.48 million of sales for the same period during the prior
year.  The Company also reported a net loss of $36.73 million on
$369.22 million of sales for the six months ended June 30, 2011,
compared with a net loss of $50.42 million on $372.85 million of
sales a year ago.

The Company's balance sheet at June 30, 2011, showed
$396.79 million in total assets, $269.88 million in total
liabilities, and $126.91 million total stockholders' equity.

"We are very encouraged by our second quarter results, as our near
break-even Adjusted EBITDA was our best operating performance
since the third quarter of 2007," said Floyd Sherman, Builders
FirstSource Chief Executive Officer.  "We finished the current
quarter with sales of $206.4 million, down just 2.4 percent
compared to sales of $211.5 million in the second quarter of 2010.
While U.S. single-family housing starts and average commodity
prices were down 13.1 percent and 20.8 percent, respectively, over
this same time period, our sales volume was up slightly, which we
believe is indicative of significant market share gains during the
quarter."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/LznQgw

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.   S&P affirmed the
ratings in April 2011.  "The ratings affirmation reflects our
belief that Builders FirstSource will likely continue to generate
negative free cash flow over the upcoming year, given the ongoing
weakness in new residential housing markets.  While the company's
liquidity position, which we currently view as adequate, is likely
to somewhat improve due to the increased cash balances following
the planned refinancing and the extended maturity of its revolving
credit facility, it will likely continue to rely primarily on its
cash balances to meet its interest and operating obligations until
total housing starts improve at least 35% from 2010's level.  If
housing starts were to remain at its recent historically low
levels, we believe the proposed refinancing would allow Builders
FirstSource to fund its anticipated cash shortfall for
approximately two years.  The ratings also reflect what Standard &
Poor's Ratings Services considers to be the company's vulnerable
business profile given its significant exposure to highly cyclical
new residential construction markets and its narrow end-market
focus and geographic scope," S&P elaborated.

In April 2011, Moody's Investors Service assigned 'Caa2' corporate
family rating and probability of default ratings to Builders
FirstSource.  Moody's said the 'Caa2' Corporate Family Rating
results from very weak operating performance due to ongoing
pressures in the residential new construction end market, the
primary driver of BLDR's revenues.  Although some areas within
BLDR's primary geographic markets of North Carolina and South
Carolina may have some pockets of strength, overall, Moody's does
not expect substantial improvement in new housing starts in 2011
relative to 2010.  The company's products are highly price
sensitive to competition and ongoing market conditions, making it
difficult for it to pass on substantial price increases.  It is
also exposed to fluctuating costs associated with lumber, its
major raw material, adding to earnings volatility. For 2010,
adjusted operating margins are inadequate at negative 7.6% and
free cash flow-to-debt is insufficient at negative 15.3% (adjusted
per Moody's methodology).  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


CAMTECH PRECISION: Avstar's Plan to Pay Unsecured Claims in Full
----------------------------------------------------------------
Avstar Fuel Systems, Inc., a debtor-affiliate of Camtech Precision
Manufacturing, Inc., et al., submitted to the U.S. Bankruptcy
Court for the Southern District of Florida, a Plan of
Reorganization and explanatory disclosure statement as of July 5,
2011.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, cash payments under the
Plan will come from the operation of the Debtor's business in the
ordinary course prior to and after the effective date.  Currently,
the Debtor's cash flow is positive and the Debtor asserts that its
is able to perform all of its obligations under the Plan.

In order to assist in funding the Debtor's business operations
under the Plan, the Debtor may retain its cash on hand, the funds
in its bank account, and may retain amounts received from accounts
receivable to pay accounts payable.

                  Treatment of Claims and Interests

Class 1 -- Allowed DIP Lender Claim ($150,000).  On the effective
       date, the DIP lender will subordinate its claims to all
       allowed claims as its purchase price for the Debtor's
       equity.

Class 2 -- Allowed Regions Secured Claim.  On the effective date,
       Regions will receive: (i) $1,920,000 in 96 equal monthly
       payments of $20,000; (ii) a security interest in the
       furniture, fixture and equipment of the Debtor to secured
       payment of the $1,920,000; and (iii) the respective
       personal guaranties of Ronald Weaver, an insider of the
       Debtor, and his wife Jacqueline Weaver, for any amounts
       owed to Regions  with respect to $1,920,000.

Class 3 Allowed Wells Fargo Equipment Finance Inc. Claim.
       Commencing on the effective date, Wells Fargo will receive
       a total of $105,000 in 60 equal monthly payments of $1,750.
       The Debtor will be permitted to prepay without penalty.

Class 4 Allowed General Unsecured Claims ($168,297, excluding any
       claims by Air Craft Carburetors and Precision Airmotive).
       Commencing within 90 dates after the effective date,
       holders of general unsecured claims will be paid in the
       full amount of their allowed claims in equal quarterly
       payments for 60 months, which will accrue at an interest of
       5% per annum, or at a rate as otherwise determined by the
       Court.

Class 5 Allowed Equity Interests.  On the effective date, all
       allowed equity interests in the Debtor will be deemed
       canceled and extinguished.

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

            About Camtech Precision Manufacturing, Inc.

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.


CARIBBEAN PETROLEUM: Settlement Deal With U.S. Gov't Approved
-------------------------------------------------------------
Caribbean Petroleum Corporation and its debtor affiliates have
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware of a settlement agreement it entered with the United
States Government.

The Settlement Agreement resolves claims and alleged liabilities
arising under several environmental laws asserted by the federal
government, as well as alleged obligations arising under
environmental law with respect to the Debtors' former petroleum
terminal location in Bayamon, Puerto Rico and certain service
stations owned or leased by the Debtors.

Specifically, the agreement provides for:

   (a) the allowance of the U.S. Government's general unsecured
       claims for costs and penalties for $18,725,130;

   (b) the allowance of the U.S. Government's administrative
       expense claims for costs and penalties for $8,200,000;

   (c) the Debtors' agreement, memorialized in a separate
       stipulation, to fund the Tank Asset Reserve Fund for
       $850,000;

   (d) the resolution and satisfaction of the Debtors' obligations
       to perform work pursuant to the 1995 Administrative Order
       on Consent and the 2010 Unilateral Administrative Order for
       Removal Activities under the Clean Water Act; and

   (e) the covenant by the U.S. not to file a civil action or to
       take any administrative or other civil action against the
       Debtors to (i) recover response costs or obtain injunctive
       relief with respect to the Facility pursuant to the
       Comprehensive Environmental Response, Compensation and
       Liability Act; or (ii) to obtain civil penalties with
       respect to the 2010 UAO violations related to the Facility
       alleged in the U.S. Government's Claims.

                     About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., Peter Friedman,
Esq., and Zachary H. Smith, Esq., of Cadwalader, Wickersham & Taft
LLP, in New York, serve as lead counsel to the Debtors.  Mark D.
Collins, Esq., and Jason M. Madron, Esq., of Richards, Layton &
Finger, P.A., in Wilmington, Delaware, serve as local counsel.
The Debtors' financial advisor is FTI Consulting Inc.  The
Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent to the Debtors.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network, which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.

This is Caribbean Petroleum's second stint in Chapter 11.


CATHOLIC CHURCH: Wilm. Plan Confirmation Hearing Resumes Today
--------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc. and its attorneys are
seeking ways to reconcile the church's canon law with a federal
judge's ruling at a confirmation hearing July 14 on the Diocese's
Chapter 11 Plan of Reorganization, according to the July 21, 2011
issue of The Dialog.

At the July 14 hearing, Judge Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware said that in asking
him to approve a plan that impairs potential recoveries for
victims of priest sex abuse while not impairing the abusers
themselves, the Diocese had not proposed a plan in good faith, as
required under the Bankruptcy Code.

Judge Sontchi asserted that he will only confirm the Plan if it
contains a stipulation against the Diocese providing financial
assistance to priest sex abusers.

The Diocese is in a dilemma over Judge Sontchi's words because
canon law requires the bishop to provide some type of support for
priests removed from ministry, if they cannot provide for
themselves, notes the Dailog.

The Dialog revealed that Msgr. J. Thomas Cini, vicar general, in
a July 15 memo to diocesan and parish employees said that the
Diocese will not abandon its Settlement Plan but the bishop and
his advisers are looking for ways to adjust some things in order
to satisfy Judge Sontchi.

"There is a commitment not to allow the hard work of these past
months and considerable effort and time spent on reaching
agreements with survivors of clergy sexual abuse, lay employees
and pensioners, and other creditors to fall apart . . . The
discussion to find solutions have already begun," Msgr. Cini
said.

"The Diocese has to consider what it can do that's consistent
with canon law and with what Judge Sontchi wants," counsel for
the Diocese, Anthony Flynn, Esq., was quoted by The Dialog as
saying.

As previously reported, Bishop Francis Malooly told Judge Sontchi
that he must reserve the right to provide charity to abuser
priests as a part of the Plan because church law requires him to
provide "sustenance" to the men as long as they have not been
kicked out of the priesthood by the pope.  However, he noted that
in deference to feelings of those who survived sexual abuse at
the hands of clergy, he would not be inclined to grant charity to
the men should they seek it.

Mr. Flynn told The Dialog that there may be a way to reconcile
canon law with the Judge's push for a stipulation.  He said that
the Diocese can provide in the Plan that abusers would not be
eligible for a pension or the Plan could state that any claims of
the abusers against the estate would be disallowed.  By doing so,
Mr. Flynn hopes that the Diocese can persuade Judge Sontchi that
it meets the "good faith" requirement.

The Dialog said the Diocese did persuade Judge Sontchi at the
July 14 hearing that a question he had asked July 8, on how the
Diocese could fully fund the settlement, had been solved.

Chief Financial Officer Joseph P. Corsini had said July 8 a
commercial loan for more than $9 million was being sought by the
Diocese to fund its settlement plan.  He testified at the July 14
hearing that the Diocese had a willing lender and auditing for
the loan was under way.  He also said if the commercial loan was
delayed, the Diocese had already secured a bridge loan from
"internal funding" sources, non-debtor Catholic entities, reports
the Dialog.

"I was pleased with the way it all came together," Mr. Corsini
was quoted by the Dialog as saying.

Thomas S. Neuberger, Esq., an attorney for survivors of clergy
sexual abuse, suggested in court that the Diocese's
Reorganization Plan be confirmed as submitted, but he asked the
court for an injunction compelling the reorganized diocese not to
provide aid to priests who committed sexual abuse.

Judge Sontchi ruled that the Diocese should include that
prohibition in the settlement plan before he approves it.

Following that ruling, Diocesan attorneys asked for a three-week
continuance before the next hearing.  Mr. Neuberger requested a
week-long continuance and Donald Detweiler, attorney for the Lay
Employees Committee, also asked the judge to require a status
report in a week because, "this estate cannot continue to sustain
these costs. . ..  If the settlement plan cannot be saved, we're
all in a great deal of trouble."

The Confirmation Hearing was continued to July 28, 2011.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilm. Wants Automatic Stay Extended for Parishes
-----------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc. asks the U.S. Bankruptcy
Court for the District of Delaware to renew the existing
extension of the automatic stay to certain parishes to prevent
the continued prosecution of certain pending actions arising
under the Delaware Child Victim's Act of 2007, in which the
Diocese and a parish are co-defendants.

The Court previously extended the automatic stay to the Diocese's
parishes with respect to all pending Parish Co-Defendant Cases
and stayed in their entirety until the earlier of the conclusion
of the confirmation hearing of the Diocese's Chapter 11 Plan of
Reorganization or six months from January 21, 2011, unless
otherwise ordered by the Court.

James L. Patton, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, notes that the Debtor submitted the Plan
but, at the hearing on July 14, 2011, the Court conditionally
denied confirmation of the Plan, and continued the Confirmation
Hearing to July 28, 2011, which is seven days after the
expiration of the existing extension of the automatic stay to the
Parishes.

Mr. Patton reveals that the Diocese is actively engaged in
discussions with parties-in-interest regarding a possible
solution, consistent with the Court's rulings that would salvage
the Plan for the benefit of all parties.

With that purpose in mind, the Debtor seeks to renew the existing
extension of the automatic stay, which expires July 21, 2011, to
further stay the Parish Co-Defendant Cases in their entirety
until the earlier of (i) two business days following denial of
confirmation of the Plan as a Settlement Plan or (ii) 60 days
after confirmation of the Plan as a Settlement Plan.

Mr. Patton contends that the extension of the stay will preserve
the status quo while the Diocese and the other parties-in-
interest work toward confirming and consummating the Settlement
Plan.  Absent a renewal of the existing extension of the stay,
the Parish Corporations and the Diocese could find themselves
embroiled once again in the more than 70 pending Parish Co-
Defendant Cases.

Allowing the Parish Co-Defendant Cases to move forward at this
time, in different courts and in a piecemeal manner will severely
hinder the Debtor's ability to focus on Plan confirmation and may
upset the delicate balance of settlements upon which the
Settlement Plan is premised, Mr. Patton adds.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilm. Wants Removal Period Extended Until October
------------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to further extend
through October 31, 2011, the period within which it may remove
various civil actions pending as of the Petition Date.

The Actions Removal Period was previously extended to July 25,
2011, pursuant to the Diocese's sixth extension request.

James L. Patton, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that since the filing of the Sixth
Extension Request, the Diocese has proposed and solicited
acceptances of its Chapter 11 Plan of Reorganization.  He notes
that the Diocese is currently seeking confirmation of the Plan as
a Settlement Plan, which would obviate any removal of the
Actions.  However, if the Plan is not confirmed as a Settlement
Plan, it may proceed as a "CDOW-Only Plan," which expressly
contemplates the Diocese exercising its removal rights under
certain circumstances to allow for an efficient and consistent
process to liquidate claims.

Mr. Patton asserts that the Current Deadline should be extended
to allow the Court to consider confirmation of the Plan as a
Settlement Plan or, failing that, as a CDOW-Only Plan.

The Court will convene a hearing on September 13, 2011, to
consider the Debtors' request.  By application of Rule 9006-2
of the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
Debtors' Removal Period is automatically extended through the
conclusion of that hearing.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Milw. Judge Sets Oct. 17 Claims Bar Date
---------------------------------------------------------
Judge Susan V. Kelley of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin set:

  * October 17, 2011, as the general claims bar date for all
    entities, including governmental units but excluding abuse
    survivors, to file claims in the Archdiocese of Milwaukee's
    Chapter 11 case; and

  * February 1, 2012, as the bar date for abuse survivors to
    file a claim.

The deadline for filing a proof of claim in connection with the
Debtor's rejection of executory contracts or unexpired leases is
the later of (i) the General Bar Date, or (ii) the date that is
28 days after entry of an order approving the rejection of an
executory contract or unexpired lease pursuant to which the
entity asserting the Rejection Damages Claim is a party.  The
Rejection Bar Date will not apply to the claims of Abuse
Survivors.

If the Debtor amends its Schedules of Assets and Liabilities or
Statements of Financial Affairs so as to add an entity not
currently listed therein or to alter the amount, priority,
classification, or other status of a listed claim, the holders of
the claims may file amended or original proofs of claim to take
into account the amendments to the Schedules.  The deadline for
filing Amended Schedules Claims will be the later of (a) the
General Bar Date, or (b) 28 days after the holder of a claim is
served with notice that the Debtor amended its Schedules to add
such a claim or to reduce, delete, or change the amount,
priority, classification, or other status of the claim.

                  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).


CENTRALIA OUTLETS: Court Confirms Amended Plan of Reorganization
----------------------------------------------------------------
On July 19, 2011, the U.S. Bankruptcy Court for the Western
District of Washington confirmed Centralia Outlets, LLC's Amended
Plan of Reorganization, as modified on July 14, 2011.

As reported in the TCR on June 14, 2011, the Bankruptcy Court
approved the Amended Disclosure Statement explaining the Debtor's
Amended Plan of Reorganization.

Only Sterling Savings Bank filed an objection to the Disclosure
Statement.  Centralia and Sterling have resolved all issues raised
in the Sterling objection through modifications contained in the
modified plan.

A copy of the Debtor's Amended Plan of Reorganization dated
May 20, 2011, as modified on July 14, 2011, is available at:

http://bankrupt.com/misc/centralia.amendedplamodifiedjuly14.pdf

Pursuant to the Modified Plan, on the Effective Date, Debtor will
pay to Sterling the amount of $80,000, which Sterling will apply
to Centralia's loan obligations.

Centralia will pay the Sterling Secured Claim ($24,290,000
including legal fees) as follows:

  (i) monthly interest only payments computed at the rate of 4.5%
      per annum for the first 12 months from the Effective Date;

(ii) monthly interest only payments computed at the rate of 5.0%
      per annum from the 13th month through the 30th month;

(iii) monthly principal and interest payments computed using the
      rate of 5.25% per annum and a 30 year amortization
      commencing on the first day of the 31st full month following
      the Effective Date, through the last day of the 84th full
      month following the Effective Date, at which time all
      accrued and unpaid interest and principal will be due in
      full.

Holders of General Unsecured Claims will receive payment of: (i)
one half of their Allowed Claims on the later of the Effective
Date and ten (10) days after such claim is allowed, and (ii) one
half on the later of sixty (60) days after Effective Date and ten
(10) days after such claim is allowed, together with interest from
the Effective Date at the Sterling Interest Rate.

Holders of the Interests in the Debtor will retain their
Interests.

                     About Centralia Outlets

Centralia Outlets LLC is the owner of the Centralia Factory
Outlets mall in Centralia, Washington.  The mall, located on
Interstate 5 in Centralia, is 80% occupied, and generates net
income, after debt service, of $80,000 to $100,000 a month.

Centralia filed for Chapter 11 after receiving an order sending
the mall to receivership.  Sterling Bank prevailed on a state
court to order the appointment of a receiver based on alleged non-
financial defaults in the mortgage.  The mall owner said that
principal and interest payments were current on the $24.3 million
owing to Sterling as of the petition date.

Centralia filed for Chapter 11 protection (Bankr. W.D. Wash. Case
No. 10-24529) on Dec. 3, 2010, after receiving an order sending
the mall to receivership.  Attorneys at Perkins Coie LLP, and
Bush Strout & Kornfeld LLP, represent the Debtor.  The
Debtor disclosed $29,206,999 in assets and $23,999,507 in
liabilities.


CHARBEL INVESTMENT: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Charbel Investment Association, Inc.
        5800 Philips Highway
        Jacksonville, FL 32216

Bankruptcy Case No.: 11-05431

Chapter 11 Petition Date: July 25, 2011

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

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: (904) 521-9868
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $969,358

Scheduled Debts: $1,228,294

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-05431.pdf

The petition was signed by Nehme Richa, director.


CHINA TEL GROUP: Shares Issued Exceed 5% of Outstanding Shares
--------------------------------------------------------------
VelaTel Global Communications, Inc., formerly China Tel Group,
Inc., issued 11,900,094 shares of its Series A common stock.  The
consideration the Company received in exchange for the issuance of
these shares was reduction of accounts payable in the amount of
$2,911,254 for professional services previously performed.

On May 25, 2011, the Company issued 398,042 shares of Stock.  The
consideration the Company received in exchange for the issuance of
these shares was reduction of debt owed pursuant to settlement of
a liability under a convertible promissory note.  However, this
issuance corrected an error in a prior issuance of 659,782 shares
issued on May 2, 2011, and previously disclosed in the Company's
quarterly report on Form 10-Q, filed May 16, 2011, for the period
ending March 31, 2011.

On June 2, 2011, the Company issued 1,046,334 shares of Stock.
The consideration the Company received in exchange for the
issuance of these shares was the reduction of $154,125 debt owed
pursuant to settlement of a liability under a convertible
promissory note.

On July 5, 2011, the Company issued 1,257,137 shares of Stock.
The consideration the Company received in exchange for the
issuance of these shares was the reduction of $154,125 debt owed
pursuant to settlement of a liability under a convertible
promissory note.

On July 14, 2011, the Company issued 12,754,179 shares of Stock.
The consideration the Company received in exchange for the
issuance of these shares was reduction of accounts payable in the
amount of $2,916,502 for services previously performed.

On July 14, 2011, the Company issued 166,670 shares of Stock.  The
consideration the Company received in exchange for the issuance of
these shares was partial agreed payment for current services
performed.

On July 15, 2011, the Company issued 37,500,000 options to
purchase shares of Stock at an exercise price of $0.13 per share.
The options were issued to eligible recipients under the Company's
2011 Stock Option and Incentive Plan, which Plan was previously
disclosed and approved under Definitive Information Statement
filed on Schedule 14C on June 10, 2011.  All options were fully
vested upon issuance and constitute non-statutory options under
the terms of the Plan.

The aggregate number of shares of Stock the Company has issued,
plus securities issuable upon exercise of options the Company has
issued, exceeds in the aggregate five percent of the number of
shares of Stock that were issued and outstanding as of May 16,
2011, when the Company last reported unregistered sales of equity
securities in its quarterly report on Form 10-Q for the period
ending March 31, 2011.

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3,888,292 in
total assets, $28,11,423 in total current liabilities, all
current, $35,483 in mandatory redeemable Series B common stock,
and a $24,260,614 total stockholders' deficit.

As reported by the TCR on April 21, 2011, Mendoza Berger &
Company, LLP, in Irvine, California, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has incurred a net loss of $56,041,182 for
the year ended Dec. 31, 2009, cumulative losses of $165,361,145
since inception, a negative working capital of $68,760,057, and a
stockholders' deficit of $63,213,793.


CHURCH OF SOUTH: Senior Pastor Fights to Keep Campus Afloat
-----------------------------------------------------------
Jennifer LeClaire at CHARISMA Magazine reports that the senior
pastor of The Church of South Las Vegas is battling a Babylonian
system to save its campus from foreclosure.

According to the report, the Church of South Las Vegas paid
$4.5 million for 3.3 acres of Las Vegas Valley land three years
ago.  In March, that land appraised for $475,000-a 90 percent
decline.  The church owes a combined $7.7 million on the property
and land.  It appraised for $2.3 million. So, like many property
owners in Las Vegas-one of the hardest hit real estate markets in
the nation -- Mr. Perez is upside down ... $5.4 million upside
down.

The report relates that Mr. Perez said the real battle began when
the bank wanted to collect $1.8 million in church offerings
earmarked for a building project for the fast-growth church.  When
Perez tried to negotiate with the bank to reduce the principal of
the $7.7 million loan in line with actual property values, the
bank refused.

The Church of South Las Vegas decided a strategic default was the
best stewardship move.  The church stopped making payments on the
loan on May 1. The bank subsequently filed suit against the church
on June 17.  And in July, the church filed for Chapter 11
bankruptcy in effort to save its campus.

Church at South Las Vegas -- http://www.thechurchlv.com/--
operates a church at 3051 Horizon Ridge Parkway.  It filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 11-20839) on July 8,
2011.  John P. Witucki, Esq., at Gordon Silver, in Las Vegas,
Nevada, serves as counsel to the Debtor.  The Debtor estimated
assets and debts of up to $10 million.


COACH AMERICA: S&P Affirms 'B-', But Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Coach America Holdings Inc. "However, we revised
the outlook to negative from stable. We also lowered the issue
rating on the company's first-lien debt to 'B-' from 'B' and
revised the recovery rating to '3' from '2', indicating our
expectations that lenders would receive a meaningful (50%-70%)
recovery in the event of a payment default," S&P said.

The ratings on Coach reflect its highly leveraged capital
structure, weak profitability, and limited liquidity as well as
the capital-intensive nature of the bus transportation industry.
Positive credit factors include the company's significant market
position (albeit in highly fragmented markets), diversified
customer base, and contractual arrangements with certain customers
that provide some stability to revenues and earnings. "We
characterize the company's business profile as vulnerable and its
financial profile as highly leveraged," S&P related.

Coach has been experiencing earnings pressures as a result of the
economic downturn in the U.S. Demand has been especially hard hit
in the charter business, although increased demand for contract
services (in which the company provides commuter, work, or school-
related transportation) has offset the impact somewhat. Coach has
responded to demand pressures by successfully reducing costs and
improving internal operating efficiencies. Despite these efforts,
however, operating results are down year-to-year.

"We expect operating performance to improve over time as the
economy recovers," said Standard & Poor's credit analyst Lisa
Jenkins. "However, we believe the recovery will take some time and
that Coach's credit metrics will remain weak over the coming year.
In addition, high fuel prices remain a concern."

Coach is the largest charter bus operator and the second-largest
motorcoach services provider in the U.S. Coach operates buses
under the Coach USA brand name, as well as the Gray Line and
American Coach Lines brand names. Coach maintains the leading
position in most of the markets in which it competes, but faces
competition from many smaller, local players.

"The outlook is negative. We believe that currently depressed
operating performance and ongoing capital investment requirements
will result in continued weak credit metrics and tight liquidity
over the coming year. We are likely to downgrade the company if
liquidity weakens from current levels or if covenant compliance
becomes a concern," said Ms. Jenkins.


DETROIT PUBLIC SCHOOLS: Moody's Assigns 'B1' Issuer Rating
----------------------------------------------------------
Moody's Investors Service has assigned a B1 Issuer Rating and
negative outlook to the School District of the City of Detroit
(MI). The Long Term Issuer Rating reflects Moody's opinion of the
ability of the district to honor its senior-most tax-backed
financial obligations.

SUMMARY RATING RATIONALE

The assignment of the B1 Issuer Rating reflects the district's
limited operating revenue raising flexibility; long-term trends of
population erosion resulting in declining enrollment and revenues;
and a weakened balance sheet supported by previously issued
deficit elimination bonds. Exacerbating these trends, recent
external challenges including an extremely stressed regional
economy and pressured state aid revenue stream are expected to
continue. The negative outlook reflects the likelihood that
district's operations will remain pressured and it may not meet
its objective of eliminating sizable accumulated deficits in the
near term. Moody's expects internal and external forces to
continue to weigh very heavily on the district's capacity to
restore structural balance.

STRENGTHS

* Voter-approved general obligation levy unlimited as to rate or
  amount that is dedicated to pay debt service

* Increased state oversight provides more management stability

* No variable rate or swap exposure in debt profile

CHALLENGES

* Limited operating revenue raising flexibility and weak balance
  sheet

* Long-term trends of tax base and population erosion resulting in
  declining revenue trends

* History of heavy reliance on cashflow borrowing to meet
  operating needs

DETAILED CREDIT DISCUSSION

CHALLENGED ECONOMIC TAX BASE; WEAK DEMOGRAPHIC TRENDS PERSIST

The district serves the City of Detroit (general obligation
unlimited tax rated Ba3 with negative outlook). Despite a few
positive developments and diversification of Detroit's economy,
the city's economic and demographic profile remains one of the
weakest in the nation. Although the recent expansion of casinos
and the healthcare sector are important in providing a measure of
diversity to the city and the district's tax base, the challenges
of the corporate domestic auto manufacturing sector continue to
dominate the regional economy. While Detroit is home primarily to
research and development and non-manufacturing jobs, its tax base
and economic well-being remains extremely vulnerable to this
sector. Both Chrysler (rating withdrawn), the district's top tax
payer at 6.7% of taxable valuation, and General Motors (long-term
rating Ba2), the district's sixth largest tax payer at 1.6% of
taxable valuation, emerged from protection from creditors under
Chapter 11 of the US Bankruptcy Code late last year and continue
to remain a large presence within the district. Chrysler, GM and
Ford (long-term rating Ba2) have shown signs of improved
operations.

Over the past decade, Detroit's population has fallen by nearly
twenty-five percent. Despite a labor force which has declined,
unemployment levels have remained persistently high. Unemployment
has increased more rapidly in 2008 through 2011 (19% in April
2011, compared to 10% state and 8.7% national rates) and is
expected to remain high for the foreseeable future. Since 1980,
the city's lowest annual unemployment figure was 6.6%, achieved in
2000, compared to 3.6% state and 4.0% nationally that same year.
Evidence of economic challenge is also found in the metro area's
rate of home foreclosures which is among the highest in the
country and poverty rates that persist at rates more than twice
the state average. Wealth indicators have generally declined since
1970 (per capita income was 95% of the state average) compared to
the 2000 census (PCI equaled 66.4% of the state average).

ENROLLMENT SUFFERS CONTINUED DECLINES; REVENUE AND ENROLLMENT
DOWNWARD TRENDS EXPECTED TO CONTINUE

As the city's population has continued to decline, the district's
enrollment, a key determinant to state aid funding, has also
declined. During fiscal 1998, the district recorded a peak count
of 173,871 pupils. By fiscal 2011, the number of pupils had
declined to 75,151 (blended student count) which represents a
decline of over 50% of the total student population. Average
annual enrollment decline from 2007 through 2011 was approximately
10.4%. This includes a significant decline in fiscal 2007, mostly
attributed to the illegal protracted teachers strike and the
related school closings at the beginning of the school year. While
some students migrated back to the district, the material revenue
impact was carried forward and resulted in a long-term loss of a
portion of that population and revenue base. The number of pupils
is expected to drop to 60,360 by fiscal 2016.

Per state law, because the district's enrollment has fallen below
100,000, the district retains first class for its funding
purposes, but is no longer designated as a first-class district
for all other purposes. Without this special designation,
community colleges within the city are no longer prevented from
authorizing additional charter schools within the district's
boundaries. Growth in charter schools and open enrollment policies
in neighboring districts are expected to continue to challenge the
district's efforts to attract and retain students and present the
district with difficult budgeting challenges and expenditure
reductions moving forward.

FINANCIAL PROFILE REMAINS EXTREMELY WEAK; BALANCE SHEET SUPPORTED
BY DEBT ISSUANCE

The district has realized substantial operating deficits for the
last eight audited fiscal years, bringing the General Fund balance
from a modest $74.7 million in fiscal 2003 (4.7% of General Fund
revenues) to a negative $327.3 million (negative 30.5% of General
Fund revenues) in fiscal 2010. In fiscal 2004, the district
realized a substantial $124 million operating deficit resulting in
an unreserved, undesignated General Fund balance of negative $63.7
million. In that same year, the district received approval from
the state to refinance approximately $210 million of short-term
State Aid Anticipation Notes outstanding as long-term debt payable
over 15 years. While the district realized an additional operating
loss of $115 million in fiscal 2005, the district recorded a
positive General Fund balance of approximately $47 million mainly
due to the refinancing. The repayment of the refinanced debt which
bolstered General Fund reserves in 2005 began in fiscal 2007. As a
part of the conditions for the state approval, the district agreed
to maintain a positive General Fund balance and make its finances
subject to a Fiscal Review Committee designated by the State
Treasurer.

The district realized more moderate operating deficits in fiscal
2006 and fiscal 2007 as reflected in the audited financial
statements. While the published fiscal 2007 Comprehensive Annual
Financial Report reflects a lean $7.2 million General Fund
balance, published fiscal 2008 audited financial statement notes a
restatement of this balance to a negative $3.78 million (negative
0.3% of General Fund revenues) to correct errors made in
calculations for that fiscal year. Fiscal 2008, 2009 and 2010
audited results reflect more substantial operating deficits of
$136.9 million, $81.3 million and $114.5 million respectively,
bringing the General Fund balance to a negative $327.3 million at
the end of the fiscal year. Main drivers of the fiscal 2010
operating deficit included unrealized savings due to delayed labor
contract negotiations, loss of state aid revenues, increased
delinquent property taxes and charge-backs from Wayne County and
unanticipated retirement costs associated with the State's newly
offered retirement incentive program. Per state law, in August
2008, the district submitted an updated Deficit Elimination Plan
(DEP) to the state. The Governor then appointed a team to review
the district's finances which determined that a fiscal emergency
did exist at the district. In January 2009, the State
Superintendent appointed an Emergency Financial Manager (EFM) to
oversee all of the district's financial operations. The
appointment of that EFM to the district was extended through June
30, 2011.

STATE SUPERINTENDENT ASSIGNS NEW EMERGENCY MANAGER UNDER P.A. 4;
UPDATED DEFICIT ELIMINATION PLAN EXPECTED

On May 16, 2011, a new Emergency Manager (EM) was appointed to the
district with a state-mandated directive to get the district out
of its deficit General Fund position by the end of fiscal 2016. He
has greatly expanded powers to achieve this under new state
legislation passed in March 2011, Public Act 4 (P.A. 4). Public
Act 4, which replaced the state's previous legislation regarding
stressed municipalities (P.A. 72), allows for earlier state
intervention of financially stressed municipalities and greatly
increases the authority of appointed emergency managers to make
organizational and financial changes, and in the case of a school
district, academic and educational changes, that may be necessary
to avoid a Chapter 9 bankruptcy. An emergency manager now also has
the power to develop and implement financial and operating plans,
order millage elections, cancel agreements, suspend the authority
and compensation of managers and local elected officials, subject
to certain requirements, reject, modify or terminate collective
bargaining agreements, and in some cases, sell, lease, or transfer
the assets, liabilities, functions, or responsibilities of the
municipality. Furthermore, the manager can recommend to the
Governor that the municipal government file for Chapter 9
bankruptcy or disband. The new legislation does require the
Governor's approval before the EM is authorized to file for
Chapter 9, which was not required under P.A. 72.

Both the district's previous and current managers outlined
substantial changes to the district's organization and operation
and some progress has been made. Future changes include the
closure of at least 20 additional schools and the restructuring of
40 schools through the state's new Educational Achievement
Authority; outsourcing many central office functions, workforce
cost containment through layoffs and the renegotiation of
contracts with staff and vendors; and the reorganization of the
functions of transportation, plant operations, security and
technology. To date the district has implemented many reforms and
expects to report balanced operations with the close of fiscal
2011. The district's fiscal 2012 budget includes a proposed
restructuring of existing short term debt to long term
obligations, $230 million of expenditure reductions and does not
anticipate a need by the district for any short-term borrowings
during that fiscal year. The General Fund revenue budget includes
$200 million in one-time debt restructuring proceeds to reduce the
current General Fund reserve of negative $327 million to a
negative $127 million by June 30, 2012.

In 2009, the district had considered filing for federal bankruptcy
protection under Chapter 9 of the US Bankruptcy Code as an option
to address the General Fund's deficit position. Management now
reports that this is not being contemplated, citing that the
current EM has expanded powers to achieve financial, operational
and academic goals under P.A. 4. Again, the new legislation also
requires the EM to secure the Governor's approval before filing
for Chapter 9 protection. Moody's will continue to closely monitor
the district's credit quality as further developments occur.

UPDATED CAPITAL PLAN IN PLACE; HIGH DEBT BURDEN

Despite declining enrollments and the closure of some schools, the
district faces many deferred maintenance capital needs. The
average age of a school exceeds 50 years, even after the recent
construction of several new buildings. With an existing high debt
burden (13.5%) coupled with slow amortization (42% in ten years),
the district will continue to be challenged to address ongoing
capital needs at a time of operating pressure. Previous management
had outlined $1.2 billion capital plan addressing the district's
infrastructure redesign through 2015. With a significant portion
of the plan underway, management is hopeful that improvements to
the districts infrastructure as well as planned improvements to
the district's academic offerings will reverse the trend of
significant enrollment loss currently being experienced.
Outlook

The negative outlook reflects Moody's opinion that district's
operations will remain extremely pressured and it may not meet its
objective of balancing financial operations or eliminating the
accumulated General Fund deficit in the near term. Although the
district continues to work with the state to return to balanced
operations, Moody's expects internal and external forces to
continue to weigh very heavily on the district's capacity to
restore structural balance and curtail the continued loss of its
student population.

What could change the rating - UP

* Ability to implement and realize the goals of an updated Deficit
  Elimination Plan in timely manner

* Significant improvement in district financial operations and
  reserves

* Stabilization and growth of the local economy and district's
  taxbase

What could change the rating - DOWN

* Inability to implement and realize the goals of the Deficit
  Elimination Plan in timely manner

* Continued revenue losses resulting in ongoing operating deficits
  and a weakened balance sheet

* Significant deterioration in the ability of the tax base to meet
  debt service on GOULT debt

* Substantial change to the debt profile

* District filing for federal bankruptcy protection under Chapter
  9 of the US Bankruptcy Code

KEY STATISTICS

2010 population: 713,777 (a 25% decline from the previous census)

Full valuation: $20.2 billion

Full value per capita: $28,365

Per capita income as % of the state (2000 census): 66.4% (68.2% of
the nation)

Largest taxpayer as a % of taxable valuation: 6.7% (Chrysler)

Direct debt burden: 9.1%

Debt burden: 13.5%

Average annual enrollment decline (2007-2011): 10.4%

Fiscal 2009 General Fund balance: negative $218.97 million, or
negative 19.3% of General Fund revenues

Fiscal 2010 General Fund balance: negative $327.3 million, or
negative 30.5% of General Fund revenues

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


DOLLAR GENERAL: Moody's Upgrades Corp. Family Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service upgraded Dollar General Corporation's
Corporate Family Rating and Probability of Default Rating to Ba2
from Ba3. The Speculative Grade Liquidity rating of SGL-1 was
affirmed. The upgrade follows Dollar General's redemption in full
of its remaining $839 million senior unsecured notes. The rating
outlook is stable. This rating action concludes the review for
possible upgrade initiated on June 14, 2011.

RATINGS RATIONALE

"Dollar General has strengthened its capital structure by repaying
its senior unsecured notes," said Maggie Taylor a senior credit
officer with Moody's. "The stronger capital structure will lead to
improved credit metrics more than offsetting recent margin
pressure," she added. Pro forma for the debt reduction for the
upcoming year ending January 27, 2012, Moody's expects Dollar
General's debt to EBITDA to be about 3.2 times versus 3.5 times
currently and EBITA to interest expense will be 4.0 times versus
3.5 times currently.

These ratings are upgraded:

Corporate Family Rating to Ba2 from Ba3

Probability of Default Rating to Ba2 from Ba3

$1.451 billion senior secured term loan B1 to Ba1 (LGD 3, 39%)
from Ba2 (LGD 3, 31%)

$451 million senior subordinated notes to B1 (LGD 5, 86%) from B2
(LGD 6, 93%)

This rating is confirmed and LGD point estimates changed:

$512 million senior secured term loan B at Ba3 (LGD 4, to 65% from
55%)

This rating is affirmed:

Speculative Grade Liquidity rating at SGL-1

This is withdrawn given its repayment in full

Senior unsecured notes at B1 (LGD 5, 76%)

The Ba2 Corporate Family Rating is supported by Dollar General's
solid credit metrics, its dominant position in a segment of retail
which Moody's believes is relatively resistant to economic cycles,
and its very good liquidity. The rating also reflects Moody's
expectation that Dollar General is facing gross margin pressure
given rising expenses which cannot be fully passed on to its
customers. This will constrain Dollar General's earnings growth .
However, Moody's does not anticipate the gross margin pressure
impacting Dollar General's credit metrics and expect Dollar
General's to maintain its current level of solid credit metrics.

Dollar General's ratings are constrained by financial sponsor
Kohlberg Kravis Robert's (KKR) controlling interest in Dollar
General. Despite Moody's view that KKR has thus far applied a
balanced and prudent financial policy at Dollar General, KKR could
consider re-leveraging the company at some point in the future.

The stable outlook reflects Moody's opinion that Dollar General
will be able to maintain solid credit metrics despite the ongoing
gross margin pressure it is facing from a rising expense
environment. There is also an expectation for measured growth and
continued conservative financial policies.

An upgrade would require Dollar General to effectively manage the
current rising cost environment such that it continues to generate
solid operating results. It would also require Dollar General to
show evidence that its controlling owner, KKR, supports financial
policies which allow the company to maintain credit metrics
consistent with a higher rating over the medium term.
Quantitatively, an upgrade would require debt to EBITDA to remain
below 3.0 times and EBITA to interest expense remain above 4.25
times.

Ratings could be downgraded should Dollar General's financial
policies become more aggressive. Ratings could also be downgraded
should Dollar General's operating performance deteriorate or debt
levels increase such that debt to EBITDA is sustained above 4.0
times or EBITA to interest expense falls below 2.5 times.

The principal methodology used in rating Dollar General was the
Global Retail 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.

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, owns and operates extreme value general merchandise
stores. Revenues are over $13 billion.


DREIER LLP: Trustee Gets More Time to Serve Complaint
-----------------------------------------------------
Sheila M. Gowan, Chapter 11 Trustee for the Estate of Dreier LLP,
v. HSBC Mortgage Corporation (USA), et al., Adv. Proc. No. 10-5456
(Bankr. S.D.N.Y.), was commenced on Dec. 15, 2010, to recover
alleged fraudulent transfers relating to the purchase and
renovation of an apartment in Manhattan.  Ms. Gowan encountered
difficulties serving one of the defendants, the NY Landmark
Construction Management Corp.  Landmark has now moved to dismiss
the complaint pursuant to Rules 12(b)(2) and (5) of the Federal
Rules of Civil Procedure.  In response, Ms. Gowan argues that the
Court should wave the defective service of process, or extend the
time to make service pursuant to Rule 4(m) of the Federal Rules of
Civil Procedure.  In his July 22, 2011 memorandum decision and
order, Bankruptcy Judge Stuart M. Bernstein denied Landmark's
motion and gave Ms. Gowan an additional 30 days to make service on
Landmark.

"I should extend the time to complete service in the exercise of
my discretion," according to Judge Bernstein.  He noted that the
statute of limitations has run, and any dismissal will be with
prejudice.  Furthermore, Landmark had actual notice of the
adversary proceeding within the 120-day, and made its Dismissal
Motion within 30 days of its lapse.  Landmark received the summons
and complaint during the 120-day period and the insufficiency of
service was due to a technical defect resulting from the use of a
stale summons.  The judge also said the delay is short and
Landmark is not prejudiced by the extension given the short delay.
The statute of limitations ran in December 2010 and the 120-day
expired in mid-April 2011.  Landmark does not contend that any
evidence was lost or rendered unavailable during the interim, or
that it has suffered any prejudice beyond the need to defend the
adversary proceeding.  Thus, while Landmark contends that it did
not attempt to conceal the defects in the plaintiff's service --
despite the fact that it did not raise the issue of the stale
summons until just after the 120-day period had run -- the balance
of the factors favors the extension.

A copy of Judge Bernstein's ruling is available at
http://is.gd/rUct08from Leagle.com.

                       About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No. 09-
cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, the Chapter 11 trustee, and
Steven J. Reisman as post-confirmation representative of the
bankruptcy estate of 360networks (USA) Inc. signed a petition that
put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DRYSHIPS INC: Sells Four Vessels for $75.5 Million
--------------------------------------------------
DryShips Inc. announced these sale and purchase activities:

  -- The Company sold the 72,126 DWT Panamax bulker M.V. La Jolla
    (built in 1997).  Delivery of the vessel took place in July
     2011

  -- The Company sold the 75,607 DWT Panamax bulker M.V.
     Conquistador (built in 2000).  Delivery of the vessel is
     expected to take place in July 2011

  -- The Company sold the 151,066 DWT Capesize bulker M.V.
     Brisbane (built in 1995).  Delivery of the vessel is expected
     to take place in September 2011

  -- The Company sold the 150,393 DWT Capesize bulker M.V. Samsara
    (built in 1996).  Delivery of the vessel is expected to take
     place in August 2011

The aggregate sale price for all four vessels amounted to $75.5
million, resulting in an aggregate book loss of $106.9 million.

George Economou, Chairman and CEO, commented, "The Company has
sold a number of older dry bulk vessels recently as part of a
fleet renewal program.  The prevailing low freight rates, due to
the current fleet oversupply, has led to a decline in asset values
in general but specifically for older ships the decline was even
sharper.  Given the number of newbuildings that have joined the
fleet and expected deliveries over the next two years we expect
heightened charterer discrimination against older vessels and a
consequential acceleration in the decline in values.  With this in
mind we have sold eight older vessels since January 2010.  In the
near term we will focus on replacing these vessels by acquiring
vessels or fleets with fixed rate employment and financing in
place."

A full-text copy of the filing is available for free at:'

                        http://is.gd/az0vFx

                        About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of Dec.
31, 2009, its negative working capital position and other matters
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2011, showed US$6.99
million in total assets, US$3.04 million in total liabilities and
US$3.94 million total equity.


ENTELOS, INC.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Entelos, Inc.
          aka Iconix Biosciences, Inc.
              Iconix Pharmaceuticals, Inc.
              Iconix Biosciences (UK) Ltd.
              Entelos UK Limited
        110 Marsh Drive
        Foster City, CA 94404

Bankruptcy Case No.: 11-12329

Chapter 11 Petition Date: July 25, 2011

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

Judge: Peter J. Walsh

Debtor's Counsel: Timothy P. Reiley, Esq.
                  REED SMITH LLP
                  1201 N. Market Street, Suite 1500
                  Wilmington, DE 19801
                  Tel: (302) 778-7500
                  Fax: (302) 778-7575
                  E-mail: treiley@reedsmith.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/deb11-12329.pdf

The petition was signed by Shawn O'Connor, chief executive
officer.


EVERGREEN TANK: S&P Affirms 'B' Corporate; Outlook Now Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston
-based Evergreen Tank Solutions Inc. to stable from negative. "At
the same time we affirmed the ratings on ETS, including the 'B'
corporate credit rating," S&P said.

"The outlook revision reflects our expectation that ETS will
generate positive free cash flow in 2011 and 2012, and will
maintain leverage below 6x, a level appropriate for the 'B'
rating," said Standard & Poor's credit analyst Sarah Wyeth.

"Standard & Poor's ratings on privately owned ETS reflect our view
of the company's vulnerable business risk profile, characterized
by its participation in the cyclical and capital-intensive
equipment rental industry. ETS rents liquid and solid storage
containers and provides related services to refineries, chemical
companies, and oil and gas field service companies. The company
also generates a minimal amount of sales from new equipment. ETS
faces competition from larger players such as BakerCorp and Rain
for Rent Inc.," S&P related.

These top-three players control a sizable portion of the industry,
while the remainder of the market is very fragmented. In the long
term, the company could benefit from environmental regulation.

The recent economic recession resulted in reduced or delayed
capital expenditures by many of ETS' customers. However, ETS'
expansion into areas where natural gas drilling has continued
throughout the recession, such as the Marcellus Shale in
Pennsylvania, slightly offset this lower demand. Petrochemical
customers are now returning to regular levels of maintenance
spending after cutting back during the downturn. As with many
equipment rental and leasing companies, ETS' operating margins are
high. However, significant capital requirements offset the
margins.

"The outlook is stable. If the company's operating performance
declines or the company purchases rental equipment to an extent
that results in negative free cash flow and leverage over 6x, we
could lower the ratings. Our assessment of the company's business
risk profile as vulnerable and financial policy as very aggressive
limits the likelihood of an upgrade," S&P said.


FAST LANE: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Fast Lane Central Valley LLC
        111 Healdsburg Avenue, Suite C
        Healdsburg, CA 95448

Bankruptcy Case No.: 11-12780

Chapter 11 Petition Date: July 25, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  E-mail: mcfallon@fallonlaw.net

Scheduled Assets: $3,500,038

Scheduled Debts: $7,986,526

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/canb11-12780.pdf

The petition was signed by Lukhbir Gill, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Lukhbir and Christina Gill            11-12703            07/18/11


FIRSTGOLD CORPORATION: Royal Gold Moves Court to Dismiss Case
-------------------------------------------------------------
Royal Gold, Inc., a creditor of Firstgold Corporation by virtue of
unpaid Net Smelter Return ("NSR") royalties with respect to
Firstgold's Relief Canyon Mine property, as well as owner of
recorded royalty interests, asks the U.S. Bankruptcy Court for the
District of Nevada to dismiss the Debtor's Chapter 11 case, citing
that the Debtor is operating at a continuing substantial loss,
with no reasonable likelihood of rehabilitation.

Royal Gold points out that the Debtor has suffered a loss of
$2 million over the previous four months, and almost $7 million in
losses since it instituted the bankruptcy proceedings.

Further, Royal Gold says Firstgold cannot sustain a reorganization
plan or make adequate protection payments, it has insufficient
operating income, its unsecured creditors' claims are so small
compared to the secured creditors that they simply will not
receive anything by virtue of this bankruptcy, and, at present,
the bankruptcy proceeding is merely a dispute between Firstgold's
secured creditors and Royal Gold with respect to Royal Gold's
royalty interest in the property.

Royal Gold currently holds an aggregate four percent (4%) NSR
royalty on Firstgold's Relief Canyon Mine, generally entitling
Royal Gold to a royalty payment on the gold produced from the
property.

                   About Firstgold Corporation

Lovelock, Nevada-based Firstgold Corp. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-50215) on
Jan. 27, 2010.  Stephen R. Harris, Esq., at Belding, Harris &
Petroni, Ltd., and Edmund Buddy Miller, Esq., assist the Company
in its restructuring effort.  The Company has assets of
$17,957,805, and total debts of $26,981,427.

As reported by the TCR on April 28, 2010, Firstgold's management,
at a bankruptcy hearing held on April 20, 2010, reported its
inability to timely develop a reorganization plan to restart
business operations.  In light of the foregoing, Firstgold
stipulated to allowing its primary secured lenders, Platinum Long
Term Growth, LLC, and Lakewood Group, LLC, to pursue their
contractual and state law rights and remedies to foreclose and
take possession of all collateral securing their debt obligations
with Firstgold pursuant to their security interests.  The
collateral securing their debt obligations includes substantially
all of Firstgold's assets including the Relief Canyon Mine
property, all improvements to the mine property, and additional
mining properties and interests.  In addition, Firstgold agreed to
relinquish possession of the collateral to allow Platinum and
Lakewood to preserve and protect such collateral as of April 21,
2010.

Firstgold will continue in a Chapter 11 status which will allow
Firstgold's management to pursue a possible reorganization of the
corporate entity with another company.  The next status conference
hearing relating to the Firstgold corporate entity is set for
May 11, 2010.


FIRST NATIONAL: Access to Cash Collateral Expires July 31
---------------------------------------------------------
Judge Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized First National Building I, LLC and
First National Building II, LLC, to use cash collateral, through
and including July 21, 2011, to pay all expenses set forth in a
prepared operating budget, with authority to deviate from the line
items contained in the Budget by not more than 10%, on both a line
item and aggregate basis, with any unused portions to be carried
over into the following week.

A copy of the July 2011 Budget is available for free at:

    http://bankrupt.com/misc/FIRSTNATIONAL_Jul2011Budget.PDF

The Debtor is also authorized to use cash collateral through July
31 to pay fees owing to the Office of the United States Trustee
and all expenses owing to the Clerk of the Bankruptcy Court.

The Debtor is further permitted to continue maintaining their
prepetition cash management system for the purpose of collecting
rent revenue and for the purpose of paying operating expenses in
accordance with the Budget.

                       About First National

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I,
LLC, and First National Building II, LLC, from the Central
District of California to the Western District of Oklahoma.
Capmark Bank and Capmark CDF Subfund VI LLC, (together, the
"Lender"), made the request, and Judge Mund agreed to the venue
change.  Capmark is represented by H. Mark Mersel, Esq., at Bryan
Cave LLP in Irvine, Calif.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).

The Debtors are represented by Mark B. Toffoli, Esq., at Andrews
Davis, P.C., in Oklahoma City, Okla.


FLORIDA GAMING: Settles Real Property Dispute with Miami County
---------------------------------------------------------------
In 2009, Florida Gaming Centers, Inc., a wholly owned subsidiary
of Florida Gaming Corporation, entered into a settlement agreement
with Miami-Dade County, Florida, whereby the Company agreed to
purchase from the County a total of 10.982 acres of undeveloped
real property for an aggregate purchase price of $16,742,145.

The Undeveloped Property consists of surface parking directly east
of the Company's Miami Jai-Alai fronton.  The Undeveloped Property
is currently separated by a street, 37th Avenue from the main
parcel.  As set forth in the Settlement Agreement, if the Board of
the Miami-Dade County Commissioners voted to approve resolutions
to close the segment of 37th Avenue separating the Undeveloped
Property from the main property, the purchase price for the
Undeveloped Property was $16,742,145; if the County Board did not
approve the Street Closing Resolutions, the purchase price was
subject to a decrease.

On July 7, 2011, the County Board approved the Street Closing
Resolutions to close 37th Avenue; on July 17, 2011, the 10-day
period in which the Mayor of Miami-Dade County could veto the
legislation expired, so the price adjustment contingency was
eliminated.

The Settlement Agreement was an outgrowth of a judicial proceeding
in which the County attempted to seize a portion of the Company's
property under the County's power of eminent domain.  Under the
Settlement Agreement, the Company agreed to relinquish the land
subject to the eminent domain action in consideration for the
right to purchase the Undeveloped Property.  This purchase was
effected through a two-step process with an initial closing on
2.283 acres of the Undeveloped Property and a subsequent closing
on the remaining 8.67 acres.

The Settlement Agreement required the Street Closure Resolutions
to be presented to the County Board as a condition to the Final
Closing, the rejection of which resolutions had the potential of
decreasing the purchase price of the Undeveloped Property.  In
accordance with the Settlement Agreement, the Street Closure
Resolutions were presented to the County Board before the Final
Closing, and the County Board approved the Street Closure
Resolutions on July 7, 2011.  Because the County Board adopted the
Street Closure Resolutions and there was no mayoral veto by
July 17, 2011, there will be no adjustment to the purchase price.

As disclosed in April, the Company entered into a credit agreement
with a syndicate of unaffiliated third party lenders and ABC
Funding, LLC, as Administrative Agent for the Lenders, which
provided for an $87,000,000 senior secured term loan to the
Company that will mature on April 25, 2016.  Borrowings under the
Term Loan are secured by a first priority security interest in all
tangible and intangible assets of the Company and each guarantor
under the Term Loan, including a Mortgage, Absolute Assignment of
Rents, Security Agreement and Fixture Filing in certain real
property owned by the Company on April 25, 2011.  The Jai-Alai
Property is adjacent to the Undeveloped Property.

On June 16, 2011, with the consent of the County and in accordance
with the Term Loan, the Company, the Bank and ABC, on behalf of
the Lenders, entered into a Mortgage Spreader Agreement whereby
the Lenders amended the Jai-Alai Mortgage to include the
Undeveloped Property.  With regard to the Undeveloped Property,
the Jai-Alai Mortgage is junior in priority to the Final Mortgage.

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

                        http://is.gd/oJyo3M

                        About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company reported a net loss of $4.84 million on $4.11 million
of Jai-Alai Mutuel revenue for the year ended Dec. 31, 2010,
compared with a net loss of $4.87 million on $6.85 million of Jai-
Alai Mutuel revenue during the prior year.

As reported by the TCR on April 7, 2011, King + Company, PSC, in
Louisville, Kentucky, noted that the Company has suffered
recurring losses from operations and cash flow deficiencies which
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2011, showed
$17.11 million in total assets, $24.14 million in total
liabilities, and a $7.03 million total stockholders' deficit.


FOGO DE CHAO: S&P Assigns Prelim. 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its preliminary 'B'
corporate credit rating to U.S. and Brazilian restaurant operator
Fogo de Chao Churrascaria Holdings LLC. The outlook is stable.

"At the same time, we assigned our preliminary 'B+' issue-level
rating to the company's senior secured first-lien credit facility,
which consists of a $195 million seven-year term loan and a $10
million five-year revolver. The preliminary recovery rating is
'2', indicating our expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default," S&P
related.

Private-equity firm GP Investments intends to use the proceeds
from the term loan to fund the purchase of the remaining 65%
ownership interest in Fogo currently still held by the company's
founding members. GP Investments had originally acquired 35%
ownership interest in Fogo in 2006. Accordingly, the company will
hold 100% of the ownership stake in Fogo following the
transaction.

"The preliminary ratings on Fogo reflect our expectation that the
company will remain substantially leveraged despite some modest
earnings growth and debt paydown," said Standard & Poor's credit
analyst Mariola Borysiak. "Based on our projection of credit
ratios following the consummation of the transaction, we see the
company's financial risk profile as aggressive."

"We consider Fogo's business risk profile vulnerable because of a
very small revenue and EBITDA base and intense competition in the
restaurant space," added Ms. Borysiak. Another factor is
particular susceptibility of the company's fine dining niche to
economic conditions.


GARDENS OF GRAPEVINE: Court Okays Parkway as Real Estate Broker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Gardens of Grapevine Development, L.P., and The
Gardens of Grapevine Development GP, LLC, to employ Parkway
Realtors, Inc., as their real estate broker, pursuant to an
Exclusive Listing Agreement dated Oct. 15, 2010, as amended,
between GOG and PRI.

The Debtors told the Court that they seek to continue the
engagement of PRI because of PRI's familiarity with GOG's primary
asset consisting of 192 acres of undeveloped land located in
Grapevine, Texas, in both Dallas and Tarrant County.

According to the Troubled Company Reporter on June 29, 2011, PRI
will be paid for its real estate services based upon the terms
as set forth in the Listing Agreement, which provides for a sales
commission payment of 6% of the gross sales price upon the sale of
the Property.  Compensation to PRI will, upon the successful
completion of a sale, be based strictly on the terms as set forth
in the Listing Agreement, and no further fee application will be
submitted to the Court for approval.  Compensation to PRI will
only be paid from the proceeds of a sale of the Property.

Sherwood Blount, president of PRI, attests that PRI is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Gardens of Grapevine

The Gardens of Grapevine Development, L.P., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth,
Texas, on June 6, 2011.  Frank Jennings Wright, Esq., at Wright
Ginsberg Brusilow P.C., in Dallas, Texas, serves as counsel to the
Debtor.  The Debtor estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities as of the
Chapter 11 filing.


GARDENS OF GRAPEVINE: Court Approves Wright Ginsberg as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Gardens of Grapevine Development, L.P., and The
Gardens of Grapevine Development GP, LLC, to employ Wright
Ginsberg Brusilow P.C. as their counsel.

According to the Troubled Company Reporter on June 29, 2011, as
counsel, WGB will:

   -- render legal advice with respect to the powers and duties
      of a debtor in Chapter 11;

   -- negotiate, prepare and file a plan of reorganization and
      disclosure statement and otherwise promote the financial
      rehabilitation of the Debtors;

   -- take all necessary action to protect and preserve the
      bankruptcy estates, including the prosecution of actions on
      the Debtors' behalf; and

   -- render legal advice and perform general legal services.

WGB will be paid for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates as in
effect on the date services are rendered.  The primary attorneys,
who will represent the Debtors and their standard hourly rates
are:

       Professional             Rate
       ------------             ----
       Frank J. Wright          $650
       Paul B. Geilich          $525
       Ashley Ellis             $475
       Gogi Malik               $475
       David E. Brusilow        $385
       David B. Koch            $325
       Erin C. McGee            $250

Other attorneys and support staff may provide services to the
Debtors in connection with the bankruptcy proceeding at these
hourly rates:

       Partners/Attorneys of counsel   $325 to $750
       Associates                      $150 to $500
       Paralegals                      $100 to $150

WGB will also be reimbursed for all expenses actually incurred on
behalf of the Debtors, consistent with its normal practices.  WGB
received a retainer of $100,000 from Rafael Palmeiro, the Manager
of GOG-GP, which was applied to filing and legal fees incurred in
connection with preparing and filing the Debtors' petitions.  WGB
holds the balance as a retainer in the case.  WGB's future source
of payment will be the retainer, sales of property and funding by
the Manager of GOG-GP.

Frank J. Wright, Esq., a WGB shareholder, assured the Court that
neither WGB, nor any of its associates, shareholders, or other
members, has an interest materially adverse to the interest of the
estate or of any class of creditors as specified in Section
101(14)(B) or (C), of the Bankruptcy Code, or for any other
reason.

The application to employ WGB is subsequently amended to revise
the certificate of service.

                   About Gardens of Grapevine

The Gardens of Grapevine Development, L.P., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth,
Texas, on June 6, 2011.  Frank Jennings Wright, Esq., at Wright
Ginsberg Brusilow P.C., in Dallas, Texas, serves as counsel to the
Debtor.  The Debtor estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities as of the
Chapter 11 filing.


GENERAL MOTORS: LoPucki Says $110MM Legal Tab "Astonishingly Low"
-----------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that UCLA Professor Lynn LoPucki finds the total
professional bill for General Motors' bankruptcy case
"astonishingly low" for a company of that size.  According to a
report released Monday, the 25 firms working on GM's case, which
wrapped up earlier this year, charged $107.6 million in fees and
sought reimbursement for $3.3 million in expenses.  Prof. LoPucki
had predicted upwards of $1 billion in fees for attorneys,
accountants and other professionals.

"This has to be reported as an unusually inexpensive case," said
the UCLA bankruptcy law professor, who has extensively studied the
ever-rising costs of bankruptcy cases.

According to DBR, Prof. LoPucki said his models didn't reveal any
obviously reasons as to why the fees were as low as they were.
Bills charged to GM's bankruptcy estate are a fraction of the $1.3
billion already paid to professionals in Lehman Brothers Holdings
Inc. case.  GM's fees are also are lower than the cost of the
ongoing Tribune Co. Chapter 11 case, a much smaller company.

DBR relates Prof. LoPucki said one possibility is that some of the
costs were shifted to the operating auto maker, General Motors
Co., which quickly emerged from bankruptcy though a government-
sponsored sale.  Another is that GM paid substantial fees to
bankruptcy attorneys and restructuring experts well before it
filed for Chapter 11.  Those fees are not counted as part of the
Chapter 11 tab.

DBR notes the law firm Weil, Gotshal & Manges LLP was paid
$54 million prior to the bankruptcy.  Prof. LoPucki's model
predicted that Weil would net about $230 million from the case as
the bankruptcy estate's lead law firm.  Weil Gotshal only charged
$44.7 million in fees and $1.35 million in expenses, even though
some of its attorneys charged nearly $1,000 per hour to work on
the case.

                     About General Motors

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

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

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

                     About Motors Liquidation

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

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

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


GLAZIER GROUP: Restaurateur Buys Strip House Brand
--------------------------------------------------
Amanda Kludt at EATER reports that Stephen Hanson, the
restaurateur behind Blue Water Grill, Bills Bar & Burger, Dos
Caminos, and about a handful of other cash cows, just bought the
Strip House brand from founding owners Peter, Penny, and Matthew
Glazier of the Glazier Group.

                     About The Glazier Group

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16099) on
Nov. 15, 2010.  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
represent the Debtor in its restructuring effort.  John Dunne of
Renewal Ventures, LLC, is the Debtor's Chief Restructuring Officer
("CRO").  The Company disclosed assets of $15.2 million and
liabilities of $26.8 million as of the Petition Date.

Ronald J. Friedman, Esq., Katina Brountzas, Esq., and Sheryl P.
Busell, Esq., at SilvermanAcampora LLP, in Jericho, New York,
represent the Official Committee of Unsecured Creditors.  FTI
Consulting, Inc., serves as the Official Committee of Unsecured
Creditors' financial advisor.


GOLD HILL: Fifth Third Renews Request to Prosecute Claims
---------------------------------------------------------
Fifth Third Bank asks U.S. Bankruptcy Court for the District of
South Carolina, to (i) modify the automatic stay for cause to
allow Fifth Third to prosecute its claims against Gold Hill
Enterprises, LLC, and Gold Hill's prosecution of its counterclaims
and cross-claims in the North Carolina Collection Lawsuit; and
(ii) modify the automatic stay, and permit Fifth Third to
foreclose the mortgage.

Fifth Third, in an amended motion to lift stay, relates that the
Debtor filed on July 12, its Disclosure Statement and Plan of
Reorganization which does not have a reasonable possibility of
being confirmed within a reasonable time.  Among other things, the
Plan:

   a. does not put Fifth Third into a class or specify the
   treatment of that class;

   b. assumes that the mortgage held by Fifth Third will be
   avoided without providing alternative terms if the lien is not
    avoided;

   c. assumes without providing alternative treatment that the
   money received from Fifth Third does not give a rise to an
   allowed claim even though the money was spent by Gold Hill for
   its own benefit;

   d. proposes to sell the collateral for the benefit of
   subordinate lienholder Synovus Bank in violation of Section 551
   of the Bankruptcy Code; and

   e. fails to comply with 11 USC 1129(a)(11) because it does not
   present a workable scheme of organization and operation from
   which there may be a reasonable expectation of financial
   stability and success.

Additionally, Fifth Third notes that it has been over ninety days
since the petition date, and the Debtor has not commenced monthly
payments to Fifth Third.  The automatic stay must be lifted.

As reported in the Troubled Company Reporter on June 15, Fifth
Third Bank also asked the Court lift the automatic stay in the
Chapter 11 cases of the Debtor.

Fifth Third Bank is successor by merger to First Charter Bank.
Fifth Third is the holder of a promissory note executed by the
debtor, through R. Shawn Helda, on July 6, 2006 in the original
principal amount of $950,000.  The Note evidences funds that First
Charter Bank provided to Debtor pursuant to an Oct. 5, 2004 Loan
Agreement.

The Note is secured by a mortgage encumbering a tract of land in
York County, South Carolina.  Fifth Third properly perfected its
lien on the collateral by recording a mortgage in the York County
Registry.  The total balance due under the Note was $1,022,949 as
of the Petition Date.

                    About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  According
to its schedules, the Debtor disclosed $11,938,596 in total assets
and $7,351,872 in total debts.

Barton Law Firm, P.A., represents the Debtor in its restructuring
effort.  B. Bayles Mack and the firm of Mack & Mack serves as
special counsel.  Keith Corporation serves as marketing and
development agent.  Robert Palmer & Associates serves as tax
accountant to assist in the preparation of all tax filings and
returns required post petition, and other accounting services that
may be necessary during the pendency of the Chapter 11 case.

W. Clarkson Mcdow, Jr., the U.S. Trustee for Region 4, was unable
to appoint an official committee of unsecured creditors in the
Debtor's case.


HANMI FINANCIAL: Reports $8.0 Million Net Income in Q2
------------------------------------------------------
Hanmi Financial Corporation reported net income of $8.00 million
on $32.61 million of total interest and dividend income for the
three months ended June 30, 2011, compared with a net loss of
$29.25 million on $36.17 million of total interest and dividend
income for the same period during the prior year.  The Company
also reported net income of $18.43 million on $66.49 million of
total interest and dividend income for the six months ended
June 30, 2011, compared with a net loss of $78.74 million on
$74.22 million of total interest and dividend income for the same
period a year ago.

The Company's balance sheet at June 30, 2011, showed $2.71 billion
in total assets, $2.51 billion in total liabilities, and
$198.36 million in stockholders' equity.

"Our second quarter further established the recovery of our core
franchise with continued profitability and solid investor interest
in the equity offering we previously initiated," said Jay S. Yoo,
President and Chief Executive Officer.  "Although the offering was
fully subscribed, with excess demand, our Board of Directors was
not satisfied with the pricing offered and did not believe it to
be in the best interest of our shareholders to complete the
offering at that time.  Our capital ratios, including the Bank's
tangible equity ratio, exceed all regulatory requirements, and our
continuing profitability and the gradual improvement of our asset
quality give us the flexibility to wait for more favorable market
conditions."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/sSXfxz

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

The Company reported a net loss of $88.01 million on $144.51
million of total interest and dividend income for the year ended
Dec. 31, 2010, compared with a net loss of $122.27 million on
$184.14 million during the prior year.

                           Going Concern

The Company is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations.
Hanmi Bank is also required to increase its capital and maintain
certain regulatory capital ratios prior to certain dates specified
in a Final Order issued by the California Department of Financial
Institutions.  By July 31, 2010, the Bank was required to increase
its contributed equity capital by not less than an additional $100
million and maintain a ratio of tangible stockholders' equity to
total tangible assets of at least 9.0%.

In addition, the Bank was also required to maintain a ratio of
tangible stockholders' equity to total tangible assets of at least
9.5 percent at Dec. 31, 2010 and until the Final Order is
terminated.

As a result of the successful completion of the registered rights
and best efforts offering in July 2010, the capital contribution
requirement set forth in the Final Order was satisfied.  However,
the tangible capital ratio requirement set for in the Final Order
has not been satisfied at Dec. 31, 2010. Further, should the
Company's asset quality continue to erode and require significant
additional provision for credit losses, resulting in added future
net operating losses at the Bank, or should the Company otherwise
fail to be profitable, the Company's capital levels will
additionally decline requiring the raising of more capital than
the amount currently required to satisfy the Company' agreements
with its regulators.

The Company said an inability to raise additional capital when
needed or comply with the terms of the Final Order or the Written
Agreement with the Board of Governors of the Federal Reserve
System, raises substantial doubt about its ability to continue as
a going concern.

The Company's independent registered public accounting firm in
their audit report for fiscal year 2010 has expressed substantial
doubt about the Company's ability to continue as a going concern.
Continued operations may depend on the Company's ability to comply
with the regulatory orders the Company is subject to.


HARBOUR EAST: Proposes Kramer & Assoc. to Prepare 2010 Tax Return
-----------------------------------------------------------------
Harbour East Development, Ltd., asks the U.S. Bankruptcy Court for
the Southern District of Florida, to authorization to expand the
retention of Kramer & Associates, P.A., as tax accountant.

The Debtor relates that on June 2, 2010, the Court granted the
application to employ Kramer.

The Debtor needs Kramer to prepare its 2010 tax return in order to
comply with Federal tax laws and its duties under the Bankruptcy
Code.

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

                     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.

No creditors' committee has been appointed in the case.  In
addition, no request for the appointment of a trustee or examiner
has been made.


HAYDEN-HARNETT, LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hayden-Harnett, LLC
          dba Hayden Harnett
              H&H
        211 Franklin Street
        Brooklyn, NY 11222

Bankruptcy Case No.: 11-46350

Chapter 11 Petition Date: July 24, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Eric Medina, Esq.
                  MEDINA LAW FIRM LLC
                  The Chrysler Building
                  405 Lexington Avenue, Seventh Floor
                  New York, NY 10174
                  Tel: (212) 404-1742
                  Fax: (888) 833-9534
                  E-mail: emedina@medinafirm.com

Estimated Assets: $500,001 to $1,000,000

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/nyeb11-46350.pdf

The petition was signed by Benjamin Harnett, chief operating
officer.


HCA INC: S&P Assigns 'BB' Rating to $500-Mil. Senior Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned Nashville-based HCA
Inc.'s proposed $500 million senior notes due 2020 a 'BB' issue-
level rating. "We also assigned the notes a debt recovery rating
of '1', indicating a very high (90% to 100%) recovery for lenders
in the event of a payment default," S&P related.

"At the same time, we assigned a rating of 'B-' to HCA's proposed
$500 million senior unsecured notes due 2022 and a recovery rating
of '6', indicating a negligible (0% to 10%) recovery for lenders
in the event of a payment default. The company plans to use the
proceeds to refinance a portion of its existing second-lien debt,"
S&P said.

The speculative-grade rating on HCA reflects uncertain prospects
for third-party reimbursement, its highly leveraged financial risk
profile, and its historically aggressive financial policies. It
also reflects recent weakness in earnings, influenced by an
adverse shift in service mix to less acute medical cases. Still,
the company's relatively diversified portfolio of 164 hospitals
and 111 ambulatory surgery centers, generally favorable positions
in its competitive markets, and experienced management team
partially mitigate these risks and contribute to our assessment
that HCA has a fair business risk profile. These factors help
protect the company from conditions that confront several of its
far smaller peers.

Ratings List

HCA Inc.
Corporate credit rating             B+/Stable/--

Ratings Assigned

HCA Inc.
Senior Secured
  $500 mil. notes due 2020           BB
   Recovery rating                   1
Senior Unsecured
  $500 mil. notes due 2022           B-
   Recovery rating                   6


HEARUSA INC: Shareholders May Push for Reorganization, Not Sale
---------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that HearUSA Inc. shareholders have said in court
documents they remain "unconvinced that a sale of all the
[company's] operating assets offers the highest and best return."
The report says the shareholders are unhappy with the auction
after only one rival bidder came up.  According to DBR, the
shareholders encouraged the company to move forward with the
Friday auction but cautioned they might ask the Court to delay the
subsequent sale hearing, set for Aug. 1, to allow the group time
to sort through HearUSA's options.  The shareholders intend to
explore whether HearUSA would be better off selling off only a
portion of its assets, whether it can take advantage of
potentially lucrative tax benefits and whether it can find outside
investors or a rescue loan.

As reported yesterday by the Troubled Company Reporter, HearUSA
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.  The
offer 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.

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.  Demant has agreed to take on certain liabilities
and cancel out obligations that HearUSA owes on the $10 million
bankruptcy loan that it has provided.  If outbid, Demant is to
receive a $2 million breakup fee.

According to DBR, the shareholders group said the Siemens
affiliate's offer "threatens to undermine the fundamental
integrity of the auction" because it could force outside bidders
to top a bid that's based on invalid claims.

                           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 has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  It is represented by:

          Mark D. Bloom, Esq.
          GREENBERG TRAURIG P.A.
          333 Avenue of the Americas
          Miami, FL 33131
          Tel: (305) 579-0500
          E-mail: bloomm@gtlaw.com


HORIZON VILLAGE: Sec. 341 Creditors' Meeting Set for Aug. 18
------------------------------------------------------------
The U.S. Trustee for the District of Nevada will convene a Meeting
of Creditors pursuant to 11 U.S.C. Sec. 341 in the bankruptcy
cases of Horizon Village Square LLC, Ten Saints LLC, Beltway One
Development Group LLC, and Nigro HQ LLC on Aug. 18, 2011, at 1:00
p.m. 341s -- Foley Bldg, Rm 1500.

Proofs of claim are due by Nov. 16, 2011.

                About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near I-
515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth-related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.


HORIZON VILLAGE: Hiring Gordon Silver as Bankruptcy Counsel
-----------------------------------------------------------
Horizon Village Square LLC, Ten Saints LLC, Beltway One
Development Group LLC, and Nigro HQ LLC seek Bankruptcy Court
permission to employ as bankruptcy counsel:

          Gerald M. Gordon, ESQ.
          Talitha Gray Kozlowski, Esq.
          Candace C. Clark, Esq.
          GORDON SILVER
          3960 Howard Hughes Pkwy., 9th Floor
          Las Vegas, Nevada 89169
          Telephone: (702) 796-5555
          Facsimile: (702) 369-2666
          E-mail: ggordon@gordonsilver.com
                  tgray@gordonsilver.com
                  cclark@gordonsilver.com

Gordon Silver has represented the Debtors in connection with
financial restructuring efforts since June 2010.  Since June 2010,
Beltway One has paid Gordon Silver $19,194.37 for legal services
rendered in connection with its restructuring.  The firm is also
currently holding $24,011 as retainer.

Gordon Silver's hourly rates are:

          $130 to $175 per hour for paraprofessionals,
          $185 to $350 per hour for associates, and
          $455 to $700 per hour for shareholders

Mr. Gordon attests that Gordon Silver and its shareholders and
associates do not hold or represent any interest adverse to the
Debtors' estate, and Gordon Silver and its shareholders and
associates are "disinterested persons" within the meaning of
Sections 101(14) and 327 of the Bankruptcy Code, as modified by
Section 1107(b).

A hearing to consider approval of the Employment Application is
set for Aug. 24, 2011 at 9:30 a.m. at MKN-Courtroom 2, Foley
Federal Bldg.

                About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near I-
515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.

A fifth-related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.


HUDSON COUNTY: Moody's Assigns Mig 1 Rating to $100.4MM Notes
-------------------------------------------------------------
Moody's Investors Service has assigned MIG 1 ratings to the Hudson
County Improvement Authority's (NJ) $100.4 million County-
Guaranteed Pooled Notes, Series 2011 I. Proceeds of notes will
refund loans to the City of Bayonne (G.O. rated Baa1/negative
outlook, $21.6 million) ,Bayonne Municipal Utilities Authority
($2.6 million), Town of Harrison (G.O. rated Ba3/negative outlook,
$1.7 million), Jersey City (G.O. rated A2/negative outlook; $7.5
million), Township of Weehawken (G.O. rated Ba1; $25.2 million),
Town of West New York ($4 million).

RATINGS RATIONALE

While the notes are expected to be repaid from borrower loan
repayments, the ultimate security for this issue is derived from
Hudson County's absolute and unconditional obligation to cure any
deficiency in the Debt Service Fund prior to note maturity, and
the authorization to issue county general obligation bonds for
this purpose pursuant to a Guaranty Ordinance. Therefore, the MIG
1 rating factors in the county's long-term credit quality,
satisfactory history of market access, and sound mechanics under
the county guaranty to allow timely repayment of the current notes
at their August 17, 2012 maturity.

The county's long-term general obligation rating of Aa3 reflects
the county's substantial, expanding tax base and Moody's
expectation that the county will maintain a stable financial
position supported by conservative management of economically
sensitive revenues and limited reliance on one-time revenue
sources. Moody's believes the county is relatively well positioned
to maintain financial stability in the coming years despite
revenue constraints created by the imposition of a more stringent
statewide 2% property tax levy limitation, given continued growth
of the county's taxable base as PILOTs expire and properties
become taxable.

The negative outlook reflects the county's exposure, through
guaranteed debt, to the Town of Harrison's (GO rated Ba3/negative
outlook) underperforming development projects as well as to Hudson
County Improvement Authority's relatively stressed solid waste
system. Future rating reviews will consider the county's ability
to maintain its current financial position in light of a
heightened risk to fund guaranteed debt service, given the Town of
Harrison's recent challenges in meeting debt obligations. In
addition, the negative outlook considers the county's exposure to
short-term market volatility, as county and county-guaranteed
short-term notes and bonds, amounting to $307.7 million, represent
approximately one-third of total outstanding debt and take the
form of maturities ranging from $27 million to $163 million.

STRENGTHS

- Substantial and diverse tax base with favorable location

- Stable, structurally balanced financial operations

CHALLENGES

- Significant exposure to county-guaranteed enterprise debt and
  short-term debt

- Below average wealth levels

- Above-average debt burden

DETAILED CREDIT DISCUSSION

HUDSON COUNTY IMPROVEMENT AUTHORITY CONDUIT ISSUER

Hudson County Improvement Authority (HCIA) is a conduit issuer and
has no independent taxing authority. The current notes are
expected to be repaid from borrower loan payments, which are
general obligations in the case of the municipalities. The MIG 1
rating is based on the ultimate security provided by Hudson
County's obligation to fund any insufficiency in the Debt Service
Fund prior to note maturity. Borrower loan payments are due to the
trustee 10 days before the current note matures. In the event of
non-payment by any participant, the trustee must notify the
participant, the county and the HCIA within one business day. The
county is required to cure any deficiency in the Debt Service Fund
no later than two days prior to note maturity. Importantly, the
guaranty requires that borrowers either execute a purchase
contract for renewing outstanding notes 30 days prior to note
maturity with a delivery date no later than 10 days prior to note
maturity (loan payment date), and/or provide notice to the county
that rather than renewing outstanding notes it will pay principal
and interest on outstanding debt no later than 10 days prior to
maturity. Also, the county's Guaranty Ordinance, adopted August
13, 2009, authorizes the issuance of county general obligation
debt for this purpose. Moody's believes this structure gives the
county sufficient time to appropriate for debt service, if
necessary, prior to note maturity on August 17, 2012. The county
has demonstrated its ability to access the capital markets, having
received two bids on its most recent taxable competitive sale
(sold unrated in September 2008) and four bids on its most recent
tax-exempt competitive sale (August 2006) as well as successfully
negotiating eight pooled notes prior to this sale.

SUBSTANTIAL AND DIVERSE TAX BASE WITH BELOW AVERAGE WEALTH LEVELS

Moody's expects continued growth in the county's substantial $66.6
billion tax base given ongoing development, albeit at moderate
levels as the county has been impacted by the slowing residential
housing market. The county benefits from its location directly
across the Hudson River from New York City (rated Aa2/stable
outlook) as well as the significant development and available
employment within the county. The county has an excellent
transportation network, including highways, railroad, commuter
rail, ferry and underground train service to New York City, all of
which support the flow of residents to and from New York. After
September 11, 2001, many New York City-based companies, including
Goldman Sachs (senior unsecured debt rated A1/negative outlook),
UBS (long term debt rated Aa3/negative outlook) and Credit Suisse
First Boston moved all or a portion of their operations to the
county. Reflective of Hudson County's strategic location within a
robust metropolitan area as well as its own diverse economy, the
county's largest employers include several major corporations and
institutions such and United Parcel Services (Aa3/stable outlook),
Bank of Tokyo Mitsubishi Trust , Hoboken University Medical Center
and Jersey City Medical Center. Of note is the economic activity
along the waterfront in Jersey City, although these properties
have been granted multi-year PILOT contracts and therefore are not
included in the county's current equalized valuation. These
waterfront developments have attracted numerous new employers to
the county, including The Depository Trust & Cleaning Corporation
(DTCC), which will bring with it a staff of about 1,600 in 2012.
Other municipalities in the county, including Bayonne (G.O. rated
Baa1/negative outlook), Hoboken (Guaranteed Hospital Revenue Bonds
rated Baa1), West New York (no rating) and Harrison, have begun to
implement redevelopment plans, which are expected to spur
additional growth in the medium term.

Growth in equalized values, which had averaged strong 16.9% annual
gains between 2003 and 2008, slowed considerably to a modest 2.8%
in 2009 and declined in 2010 by 2.9%, reflecting the economic
recession and housing market downturn. Growth is expected to
remain modest over the near term as development continues to be
dampened by slow economic recovery, although officials report some
recent stabilization of housing prices. The county is experiencing
increased tax appeal claims, although the impact on tax base
valuation is not yet determined. In 2011 Added and Omitted tax
revenues, which reflect properties added during the course of the
year, retuned to 2008 levels of $4.8 million with growth of $4.6
million after more moderate years in 2009 and 2010 ( $1.7 million
and $2.8 million, respectively), evidencing a combination of new
development and properties coming off PILOTs in Jersey City. A
solid equalized value per capita of $111,429 only partially
reflects the quality of development as much of the new real estate
is not yet on the tax rolls. Socio-economic indicators fall 20% to
30% below state levels and the poverty rate of 15.5% as of the
2000 Census is the second highest in the state. The February 2011
unemployment rate of 10.8% is above state and national medians
(9.9% and 9.5%, respectively) and a marked decrease from a year
ago when unemployment equaled 11.2%.

STABLE, ALBEIT NARROW, RESERVE LEVELS

Moody's expects the county to maintain its Current Fund balance at
approximately the current level given a four-year track record of
maintaining reserves between 5% and 6% and the county's stated
commitment to maintaining structural balance, as reflected in
annual moderate property tax increases and conservative budgeting
of economically sensitive revenue sources. The county ended fiscal
2008 with a Current Fund balance of $24.3 million (5.27% of
revenues) after fully replenishing $22 million of fund balance
appropriated as a revenue source in the budget and adding $1.8
million to reserves. Notably, revenues from the Register of Deeds
exceeded budgeted levels by more than $500,000, reflecting a
conservative approach to budgeting of this economically sensitive
revenue stream (budgeted at $9.4 million as compared with $13
million in actual receipts in 2007). This differentiates the
county from its peers, many of whom saw shortfalls in this area in
2008. Sources of fund balance replenishment included surplus
budgeted revenues ($2.4 million), particularly related to housing
federal inmates and the county's jail facility, the receipt of
non-budgeted revenues ($6.7 million), and the cancellation of
current year appropriations, prior year appropriation reserves,
and contracts and commitments ($3.2 million, $4 million and $4.5
million, respectively). The county received 53.3% of Current Fund
revenues from property taxes, which local municipalities are
responsible for remitting to the county in full, thereby ensuring
a high level of predictability for its major revenue source.

Fiscal 2009 operations resulted in a modest increase in the
Current Fund balance of $243,000 after replenishing $23.8 million
of surplus utilized as revenue. Consequently, reserves grew to a
solid $24.5 million, or 5.21% of revenues. Sources of
replenishment included over-performance of anticipated revenues
(by approximately $1.5 million) driven by strong results at the
county's hospital, the receipt of unanticipated revenue from
housing state and federal inmates at the county's jail facility
($4.5 million), the cancellation of current year expenditures
($6.7 million), largely resulting from vacant positions
(approximately 350 positions) as part of management's plan to
control expenditures in light of declining economically sensitive
revenues, and the cancellation of prior year appropriation
reserves in line with recent trends. Register of Deeds revenues
were budgeted to decline to $6.8 million (compared with actual
collection of $10.06 million in 2008), in keeping with recent past
practice. These economically sensitive revenues came in close to
budget for the year. Fiscal 2009 operations reflect the deferral
of a portion of the county's pension contribution ($6.8 million)
as allowed by state law in 2009.

Unaudited fiscal 2010 operations indicate full replenishment of
$24 million from fund balance utilized as a revenue in the Current
Fund, with a modest addition to fund balance of approximately
$300,000. Current Fund balance as a percentage of revenues is
expected to remain flat at 5.2%. Despite significant increases in
pensions costs of approximately $7 million (resulting from the
deferral in 2009) and health benefit costs of approximately $5
million, total appropriations for 2010 declined by 1.3% (budget to
budget), reflecting work force reductions through attrition and
hiring freezes. Given unaudited figures, appropriated fund balance
is expected to be replenished with the payment received from a
prior refunding ($1.03 million) and nonbudgeted revenues from
additional prisoner inmates ($1.4 million) in conjunction with
traditional sources of replenishment, such as cancelled and lapsed
appropriations. The working fiscal 2011 budget indicates a similar
fund balance appropriation as the previous year of $24.5 million,
a high 96% of total Current Fund balance. Despite the large
appropriation, Moody's anticipates financial operations will have
similar results as previous years and the county will replenish
most of that amount, particularly given the increase in added and
omitted taxes receivables for 2011.

DEBT BURDEN EXPECTED TO REMAIN MANAGEABLE; SIGNIFICANT AMOUNT OF
COUNTY-GUARANTEED DEBT

Moody's expects that the county's above-average net direct debt
burden (1.4%) will remain manageable given limited future
borrowing plans, ongoing tax base expansion and below average
amortization of debt (69.2% repaid within 10 years). Debt service
on bonds is a high 9.6% of fiscal 2010 expenditures (unaudited),
reflecting the fact that the county has financed a significant
portion of its infrastructure through lease purchase agreements
(approximately $295 million outstanding as of April 2011).

Moody's also notes the county's large amount of guaranteed short
and long term debt (50% of total outstanding debt), particularly
$39.4 million of county-guaranteed Harrison Stadium Land
Acquisition Special Obligation Capital Appreciation Bonds, Series
2006 A-1 and A-2 (GO rated Aa3/negative outlook). Although the
county has not been called upon to pay debt service for these
bonds to date, the development site is not generating sufficient
PILOT payments to cover debt service as intended, and Harrison
(G.O. rated Ba3/negative outlook) has paid 2010 debt service with
short term notes issued through the Hudson County Improvement
Authority. The town expects to do the same for its 2011 principal
and interest payment. Looking ahead, Moody's believes there is a
heightened risk that the county may be called upon to make
payment, given Harrison's challenges in meeting debt service
obligations. The county also guarantees $270 million of BANs
through the HCIA, which are repaid by participating municipalities
through loan pools. Moody's views the large amount guaranteed
debt, 50% of the county's total outstanding debt, in combination
with its already above-average debt burden as a potential risk to
financial stability should the guarantees be called.
Outlook

The negative outlook reflects the county's exposure, through
guaranteed debt, to the Town of Harrison's (GO rated Ba3/negative
outlook) underperforming development projects as well as to Hudson
County Improvement Authority's relatively stressed solid waste
system. Future rating reviews will consider the county's ability
to maintain its current financial position in light of a
heightened risk to fund guaranteed debt service, given the Town of
Harrison's recent challenges in meeting debt obligations. (Please
see Moody's report on the Town of Harrison dated May 20, 2011 for
more.) In addition, the negative outlook considers the county's
exposure to short-term market volatility, as county and county-
guaranteed short-term notes and bonds, amounting to $307.7
million, represent approximately one-third of total outstanding
debt and take the form of maturities ranging from $27 million to
$163 million.

WHAT COULD CHANGE THE RATING (UP - REMOVAL OF THE NEGATIVE
OUTLOOK):

- Growth in taxable assessed valuation over the medium term

- Increased Current Fund balance

- Increased liquidity

-Decline in amount of county-guaranteed debt

WHAT COULD CHANGE THE RATING (DOWN):

- Failure to pay county-guaranteed debt service payments should
  the need arise

- Decline in financial position as a result of fulfilling county-
  guaranteed debt service obligations.

- Material multi-year declines in fund balances and liquidity

- Significant growth in the HCIA's debt burden through direct
  borrowing or county-guaranteed debt

KEY STATISTICS

2000 Population: 601,146

2007 Population (est.): 598,160

2010 Equalized Value (estimated): $66.6 billion

2010 Equalized Value Per Capita: $111,524

1999 Per Capita Income (as % of State and US): $21,154 (78% and
98%)

1999 Median Family Income (as % of State and US): $44,053 (67% and
88%)

Direct Debt Burden: 1%

Amortization of Principal (10 years): 69.2%

Fiscal 2009 Current Fund balance : $24.5 million (5.2% of Current
Fund revenues)

Fiscal 2010 Current Fund balance (unaudited): $25.1 million (5.2%
of Current Fund revenues)

Long term G.O. debt outstanding: $622 million (approximately $364
million rated by Moody's)

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.


IRWIN MORTGAGE: Schedules and Statement Due Aug. 4
--------------------------------------------------
Irwin Mortgage Corporation faces an Aug. 4 deadline to file its
schedules of assets and liabilities, statement of financial
affairs, statement of executory contracts and unexpired leases,
and a list of equity security holders.  Section 521 of the
Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy
Procedure require Irwin Mortgage to file its Schedules and
Statements within 14 days of the Petition Date.  Irwin Mortgage
sought an extension of that deadline, saying that, although it has
started to compile information necessary to complete the Schedules
and Statements, it was unable to complete the Schedules and
Statements prior to the Petition Date.  Completing the Schedules
and Statements will require significant collection, review and
assembly of information, Irwin Mortgage told the Court.

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  Nick V. Cavalieri, Esq., and Matthew T.
Schaeffer, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.  In its petition, the
Debtor estimated assets of $10 million to $50 million, and debts
of $50 million to $100 million.  Mr. Caruso signed the petition.


IRWIN MORTGAGE: Hiring KCC as Claims and Noticing Agent
-------------------------------------------------------
Kurtzman Carson Consultants LLC is assisting Irwin Mortgage
Corporation as its claims, noticing, and solicitation agent.
Irwin Mortgage said in court papers that it has numerous potential
creditors and other parties in interest in the Chapter 11 case.
Although the office of the Clerk of the United States Bankruptcy
Court for the Southern District of Ohio ordinarily would serve
notices on the creditors and other parties in interest and
administer claims against the Debtor, Irwin Mortgage said the
Clerk's Office may not have the resources to undertake those
tasks, especially in light of the magnitude of the Debtor's
creditor body and the tight timelines that frequently arise in
chapter 11 cases.  Irwin Mortgage said hiring KCC would provide
the most efficient and effective manner to provide notices.

KCC has received a $15,000 retainer pre-bankruptcy from Irwin
Mortgage.

KCC's Drake Foster attests that KCC neither holds nor represents
an interest materially adverse to the Debtor's estate nor has a
connection to the Debtor, its creditors or their related parties
with respect to any matter for which KCC will be employed, and is
a "disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

KCC may be reached at:

         Drake Foster
         KURTZMAN CARSON CONSULTANTS LLC
         2335 Alaska Ave.
         El Segundo, CA 90245
         Tel: 310-823-9000
         Fax: 310-823-9133
         E-mail: dfoster@kccllc.com

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  Nick V. Cavalieri, Esq., and Matthew T.
Schaeffer, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.  In its petition, the
Debtor estimated assets of $10 million to $50 million, and debts
of $50 million to $100 million.  Mr. Caruso signed the petition.


IRWIN MORTGAGE: Can Reject Fishers Building Lease
-------------------------------------------------
Irwin Mortgage Corporation won Bankruptcy Court authority to
reject the lease for a multi-story, 125,290-square foot commercial
office building located at 10500 Kincaid Dr., in Fishers, Indiana,
effective June 30, 2011.  Irwin Mortgage leased the property from
Lantern Partners, LLC.  At one point the Debtor's operations were
conducted at the Fishers Building.  The Debtor has since sub-
leased the property to entities, including New Century Mortgage
Corporation, which was subsequently assigned to Carrington
Mortgage Services, LLC, during New Century's bankruptcy; Freedom
Mortgage Corporation; C.H. Robinson Worldwide, Inc.; Nelnet, Inc.;
and DECA Financial Services, LLC.

In deciding to reject the lease, Irwin Mortgage said the Fishers
Leases generate a net negative monthly cash flow of $30,000 per
month (exclusive of additional amounts due for real estate taxes)
and do not provide any benefit to the Debtor, its estate, or its
creditors. Moreover, the Debtor believes that there is no
potential value in the Fishers Leases to be realized through a
possible sale, assumption and assignment.

The Debtor's Monthly Base Rent to Lantern is $157,414 plus
operating expenses including taxes.  Meanwhile, the Debtor
receives these amounts on account of the Subleases, which have all
been paid for the month of June 2011:

           Nelnet Sublease                   $11,420.92
           Carrington Assigned Sublease      $83,325.26
           Freedom Sublease                  $68,948.34
           Robinson Sublease                 $15,152.13
           DECA Sublease                      $9,093.75

The Debtor proposed that any payments received by IMC from the
Fishers Subleases on account of the periods after June 30, 2011 --
whether received by IMC before or after June 30, 2011 -- be paid
to Lantern.

Lantern objected to the Debtor's request for a retroactive order
rejecting the Lease, pointing out that the proposed effective date
of rejection -- June 30 -- precedes the bankruptcy filing date.
Lantern said the request is improper as it would leave Lantern
with the inability to collect rent for 13 days despite not knowing
that Irwin Mortgage was going to file bankruptcy, that Irwin
Mortgage was going to reject the lease, or whether the Court would
approve the lease rejection.  Lantern said it would also be in a
precarious position wherein it did not have the ability to relet
the premises yet it may also not attempt to obtain any rent from
the Debtor for July, either as an administrative claim or as a
prepetition debt.

In allowing rejection of the lease, the Bankruptcy Court signed
off on an Agreed Order addressing Lantern's objections.  Pursuant
to the Agreed Order, Lantern will have an agreed, allowed
administrative claim for $2,500, which will be Lantern's only
claim arising from, or related to, the month of July 2011.
Lantern reserves all rights to assert pre-petition claims against
Irwin Mortgage as may be permitted by applicable law.  IMC
reserves all rights to object to any such claims asserted by
Lantern.  Moreover, the Debtor will endorse and deliver to
Lantern, without any recourse to the Debtor whatsoever, checks
received by Debtor on account of some of the Fishers Subleases for
the period after June 30, 2011:

     (a) check from Carrington dated July 1, 2011, for $69,418.56;
         and

     (b) check from Robinson dated June 21, 2011, for $15,162.13.

Lantern is represented by:

          Jay Curts, Esq.
          COOTS HENKE & WHEELER, P.C.
          255 East Carmel Drive
          Carmel, IN 46032
          Tel: 317-844-4693
          E-mail: jcurts@chwlaw.com

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  Nick V. Cavalieri, Esq., and Matthew T.
Schaeffer, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.  In its petition, the
Debtor estimated assets of $10 million to $50 million, and debts
of $50 million to $100 million.  Mr. Caruso signed the petition.


IRWIN MORTGAGE: Sec. 341 Creditors' Meeting Set for Aug. 8
----------------------------------------------------------
The U.S. Trustee for the Southern District of Ohio will hold a
Meeting of Creditors pursuant to 11 U.S.C. 341(a) in the
bankruptcy case of Irwin Mortgage Corporation on Aug. 8, 2011, at
10:00 a.m. at Suite 100.

Objection to dischargeability of certain debts are due Oct. 7,
2011.

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  Nick V. Cavalieri, Esq., and Matthew T.
Schaeffer, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.  In its petition, the
Debtor estimated assets of $10 million to $50 million, and debts
of $50 million to $100 million.  Mr. Caruso signed the petition.


IRONWOOD VENTURES: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ironwood Ventures
        1760 Highway 395
        Minden, NV 89423

Bankruptcy Case No.: 11-52369

Chapter 11 Petition Date: July 25, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $4,602,000

Scheduled Debts: $3,033,882

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-52369.pdf

The petition was signed by John Colistra, general partner.


JACKSON HEWITT: Files Third Plan Supplement
-------------------------------------------
BankruptcyData.com reports that Jackson Hewitt Tax Service filed
with the U.S. Bankruptcy Court a Third Supplement for its Joint
Prepackaged Plan of Reorganization.

Law360 says the Supplement contains these documents: Supplemental
List of Rejected Contracts and Leases and Biographies of the
Directors of Reorganized Jackson-Hewitt Tax Service on the Plan
effective date.

                       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.


JEFFERSON, AL: Bondholders Asked to Forgive 1/3 of $3.14BB Debt
---------------------------------------------------------------
Michael Corkery, writing for The Wall Street Journal, reports that
holders of more than $3 billion in debt issued by Jefferson
County, Alabama, are working on a rescue that would leave them
with steep losses.  According to the Journal, a person familiar
with the matter said the offer calls for bondholders to forgive
about $1 billion of the county's $3.14 billion in sewer debt.  The
report says banks, hedge funds and mom-and-pop investors that own
the sewer bonds are scrambling to agree on concessions before a
Thursday meeting, where officials in Jefferson County, which
includes Birmingham, might decide to file for bankruptcy.

According to the Journal, as of late Tuesday, the situation
remained fluid, and it was possible the last-ditch offer would
fall apart.  The Journal also relates John S. Young, a court-
appointed receiver who is participating in the talks, said
bondholders still "have a way to go."

The Journal notes that if bondholders walk away from about a third
of what they are owed by Jefferson County, it would be one of the
biggest "haircuts" ever in the U.S. municipal-bond market.  County
commissioners previously asked for $1.3 billion in concessions,
demanding a response by this week.  Jefferson County Commissioner
Jimmie Stephens said Tuesday afternoon that officials are likely
to put off the bankruptcy-filing discussion if bondholders go
through with the $1 billion offer.

The Journal further reports that J.P. Morgan Chase & Co., because
of its role in arranging the deal, has offered to absorb the
biggest loss of any bondholder as part of a $1 billion offer,
according to a person familiar with the situation.  The report
also says bondholders want insurers that back payments on some of
the bonds, including Syncora Holdings Ltd. and Financial Guaranty
Insurance Co., to make good on at least some of their promised
payouts.

The Journal says a Syncora spokesman declined to comment, and FGIC
officials couldn't be reached.  A spokesman for New York state's
insurance regulator, which is part of the Jefferson County talks
because it oversees the insurers, declined to comment Tuesday.

According to the Journal, hedge funds that bought the county's
bonds on the cheap are angling in the talks for the biggest
possible profit.  Mr. Young, the receiver, said individual
investors are expected to get all their money back.

The report says any deal hinges on whether Alabama officials agree
to guarantee new debt and pledge the state's "moral obligation" to
pay bond investors in case Jefferson County can't do so.
Alabama's legislature would have to approve such a guarantee.

On Tuesday, Jefferson County officials hired bankruptcy lawyer
Kenneth Klee, Esq., of Los Angeles firm Klee, Tuchin, Bogdanoff &
Stern LLP.  Mr. Klee represented Orange County, Calif., in the
last major U.S. municipal bankruptcy, in 1994.


KENTUCKIANA MEDICAL: Puts Emergency Room Plans on Hold
------------------------------------------------------
David A. Mann at News and Tribune reports that plans for opening
an emergency room are being put on hold by Kentuckiana Medical
Center.  During a hearing last week, hospital representatives had
spoken in favor of opening the emergency room as a means of
creating new revenue.  However, on Monday the hospital withdrew a
request for a priming lien -- which would have allowed the
emergency room plans to move forward.  The motion was accepted by
Judge Basil Lorch III following conferences between attorneys.
The bankruptcy judge will convene a hearing Aug. 24.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.


KMC REAL ESTATE: Wants to Borrow $2,000,000 from Private Investor
-----------------------------------------------------------------
KMC Real Estate Investors, LLC, asks the U.S. Bankruptcy Court for
the Southern District of Indiana for authority to obtain
postpetition financing of up to $2,000,000 from Gus Goldsmith, a
private investor in the local area, to be secured by priming liens
on the Debtor's real estate property, consisting of a physician-
owned for-profit acute care hospital in Clarksville, Indiana,
commonly known as 4601 Medical Plaza Way.

The significant terms of the DIP Facility are:

     Amount               : $2,000,000

     Interest             : 12.00%

     Amortization/payments: 30 years; $20,572.24 monthly

     Balloon              : All outstanding principal and interest
                            due within 3 years from date of Note.

     Personal Guaranties  : Kentuckiana Medical Center, LLC

Kentuckiana Medical Center, LLC, an affiliate of the Debtor, which
filed a separate petition (Case No. 10-93039) on Sept. 9, 2010,
leases the hospital facility premises owned by the Debtor.

The Debtor says it requires the DIP financing to complete
construction of its Emergency Room, as sell as staff eight
additional completed beds within the Hospital.

The first mortgage on the property is held by RL BB Financial,
LLC, who purchased the obligations and mortgage from Branch Bank
and Trust Company.  RL BB says it is owed $22 million.

                    RL BB Financial Objection

RL BB Financial opposes the Debtor's motion for authorization to
obtain post-petition financing, to be secured by a priming lien on
its collateral, because (1) it would be inappropriate to grant the
DIP Lender a priming lien where the loan proceeds are to benefit
an entity other than the Debtor; and (2) its interest in its
collateral is not adequately protected.

The prepetition lender says that although the Debtor and KMC have
overlapping ownership, they are not the same entity.  RL BB
Financial says more than $1 million of the financing proceeds will
be used to pay debts of KMC and the remaining balance of
$1 million will be used to acquire equipment that is of no use to
the Debtor, only to KMC.

               About KMC Real Estate Investors LLC

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

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

As reported in the TCR on July 19, 2011, the Bankruptcy Court
granted RL BB Financial relief from stay on the Debtor's assets.
The relief from stay is effective on July 25, 2011, at the close
of business.


LEHMAN BROTHERS: Dist. Judge Sustains Claims of Ex-Shareholders
---------------------------------------------------------------
District Judge Lewis A. Kaplan sustained, in large part, claims
asserted by former Lehman Brothers shareholders in a federal
securities action related to the company's 2008 collapse.  In a
106-page opinion, Judge Kaplan of the United States District Court
for the Southern District of New York held that plaintiffs had
sufficiently alleged federal securities claims against former
officers and directors of Lehman Brothers, including former CEO
Richard S. Fuld and former CFO Erin Callan, Lehman's auditor,
Ernst & Young, and fifty-one underwriters that assisted Lehman
Brothers in issuing billions of dollars in now-worthless
securities to the investing public prior to its bankruptcy.

Plaintiffs, which include Alameda County Employees' Retirement
Association, the Government of Guam Retirement Fund, the Northern
Ireland Local Government Officers' Superannuation Committee, the
City of Edinburgh Council as Administering Authority of the
Lothian Pension Fund, and the Operating Engineers Local 3 Trust
Fund, had alleged, among other things, that the defendants
materially misrepresented Lehman's financial position through the
use of "Repo 105" transactions, and made material misstatements
and omissions regarding Lehman's risk exposures and risk
management systems.

Judge Kaplan found that Lehman's use of "Repo 105" transactions,
which the company used to artificially improve its reported
capital position by temporarily removing assets from its balance
sheet at quarter-end, "paint[ed] a misleading picture of the
company's financial position at the end of each quarter."  He also
found that the defendants' repeated statements regarding the
"strong" and "conservative" nature of Lehman's risk management
systems were materially false and misleading "given the
allegations of frequent, significant departures from Lehman's
internally stated policies."

Co-Lead Counsel Bernstein Litowitz Berger & Grossmann LLP and
Kessler Topaz Meltzer & Check, LLP are pleased that the Court
allowed shareholders' core allegations in this matter to proceed,
and look forward to proving the allegations in the Complaint. Co-
Lead Counsel views the Court's decision as an important victory
for shareholders whose investments were decimated by Lehman's
demise.

                   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: Should Reach Global Deal With Merrill, Says Panel
------------------------------------------------------------------
Merrill Lynch Portfolio Management, Inc., and Merrill Lynch
Capital Services, Inc., are asking the U.S. Bankruptcy Court for
the Southern District of New York to compel specific performance
from Lehman Brothers Special Financing Inc. and Lehman Brothers
Holdings Inc. of the terms of a subordination agreement,
including, but not limited to release of mortgages and liens, in
connection with a proposed transfer of the Brampton Court
Apartment located in Broward County, Florida.

The Official Committee of Unsecured Creditors supports
the Debtors' opposition to the relief sought in the request of
Merrill Lynch Portfolio Management, Inc. and Merrill Lynch
Capital Services, Inc. to compel specific performance of
subordination agreement terms.

The Creditors' Committee asserts that the requested relief is
procedurally improper, not supported by the terms of the
Subordination Agreement, and not conducive to a global settlement
of the parties' respective interests in the Brampton Project and
the other projects.  As a threshold matter, the Creditors'
Committee points out, Merrill has already obtained from the Court
relief from the automatic stay to allow it to enforce its rights
under the Subordination Agreement in connection with the Brampton
Project, and hence, Merrill should seek to enforce those rights
in Florida, where the Projects are located and whose laws govern
the Subordination Agreement.

The Creditors' Committee submits that Merrill and the Debtors
should be encouraged to reach a global settlement with respect to
the Projects that will enable Merrill to liquidate its interests
in the Projects, while also protecting the Debtors' interests and
preserving value for the Debtors' estates and creditors.

                    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: Wins Approval of NYSDTF Tax Agreements
-------------------------------------------------------
James W. Giddens, as trustee for the liquidation of the business
of Lehman Brothers Inc. pursuant to the Securities Investor
Protection Act of 1970, won court approval of his agreements
with the New York State Department of Taxation and Finance to
resolve certain disputes regarding sales and compensating use tax
and withholding tax.

                         Tax Disputes

Prior to the September 19, 2008 filing date of the SIPA
Proceeding, Lehman Brothers Inc. was under audit by the state of
New York for sales and compensating use tax with respect to the
audit periods March 1, 1997, through February 29, 2004, and
March 1, 2004 through August 31, 2008.  The New York State
Department of Taxation and Finance filed an unsecured priority
status prepetition claim in the SIPA Proceeding asserting that
LBI was liable with respect to sales and compensating use tax for
these periods and amounts:

  Period End            Tax       Interest          Total
  ----------            ---       --------          -----
  02/29/2004             --     $2,667,760     $2,667,760
  05/31/2008     $1,936,648       $446,771     $2,383,420
  08/31/2008       $113,920             --       $113,920
                                                ---------
                                        Total: $5,165,101

On June 25, 2010, the LBI Trustee, on behalf of LBI, submitted a
request to the NYSDTF for a sales and compensating use tax refund
to the NYSDTF for $3,110,280 for the period March 1, 1997,
through February 29, 2004.  The NYSDTF requested additional
information with respect to LBI's request for a sales and
compensating use tax refund; when the Trustee's personnel were
unable to produce this information, the NYSDTF denied the
request, relates James B. Kobak, Jr., Esq., at Hughes Hubbard &
Reed LLP, in New York.  He adds that the LBI Trustee has
requested a conciliation conference to protest the disallowance,
and even if allowed, the refund could be offset by any
prepetition New York State tax liabilities assessed by the
NYSDTF.

LBI was also under audit by New York for income tax withholding
prior to and continuing after the Filing Date, for the audit
period of January 1, 2007, through December 31, 2008.  On
August 10, 2009, the NYSDTF issued assessments of LBI's liability
for withholding taxes owed to these localities for these periods
and amounts:

  Period End     Yonkers     N.Y. City     N.Y. State
  ----------     -------     ---------     ----------
  06/30/2007      $1,487      $239,156       $732,226
  12/31/2007      $2,348      $381,671       $912,376
  06/30/2008      $1,402      $228,567       $699,807
  12/31/2008      $2,716      $441,644     $1,035,744
                                            ---------
                                    Total: $4,679,150

The NYSDTF issued notices of deficiency and filed audit
adjustments regarding LBI's withholding tax liability.

On March 6, 2009, the LBI Trustee submitted a request for a
withholding tax refund to the NYSDTF for $2,837,000 for the
period July 1, 2008, through September 30, 2008.  On August 29,
2009, the NYSDTF denied the claim in full.  The Trustee reserved
his right to appeal the NYSDTF's denial.

Mr. Kobak says that although the NYSDTF failed to timely file a
claim against LBI for withholding tax, the NYSDTF nonetheless may
set off any refund of withholding tax owed to the LBI Trustee for
prepetition periods against any prepetition New York State tax
liabilities assessed by the NYSDTF.

                      Closing Agreements

The Closing Agreements, which were negotiated at arm's-length
between the LBI Trustee and Trustee's tax advisors, and the
NYSDTF, include these material terms:

  Closing      Sales and Use Tax          Withholding Tax
Agreements     Closing Agreement         Closing Agreement
----------     -----------------         -----------------
Assessment     The NYSDTF agrees to      The NYSDTF agrees to
               abate the balance due on  abate the balance due
               the Sales and Use Tax     on the Withholding Tax
               Audit Period              Audit Period

Releases by    The Trustee agrees:       The Trustee agrees:
the LBI        * to waive any rights to  * to waive any rights
Trustee          protest and withdraw      to protest and
                 pending protests          withdraw pending
                 relating to the Sales     protests relating to
                 and Use Tax Audit         the Withholding Tax
                 Period                    Audit Period

               * to withdraw pending     * to withdraw pending
                 requests for refund       requests for refund
                                           or credit
               * that he is not
                 entitled to any refund  * to refrain from
                                           filing any future
               * that he will not file     application or
                 any future application    claims for refund
                 or claims for refund      or credit

Face Amount            $3,110,280               $2,837,000
of Disputed
or Disallowed Refund Claims Waived by the LBI Trustee

Amounts of             $5,165,101               $4,679,150
Assessments
and Claims Waived by the NYSDTF

The NYSDTF agrees to these releases with respect to the Sales and
Use Tax Closing Agreement:

  -- to waive any rights to assess and to file proofs of claim
     in the SIPA Proceeding;

  -- to withdraw all pending assessments and proofs of claim
     asserted against LBI in the SIPA Proceeding; and

  -- that it is not entitled to any tax, interest or penalties
     from any person who may be deemed responsible or liable for
     LBI's taxes, interest, or penalties under the New York
     State Tax Law.

The NYSDTF also agrees to these releases with respect to the
Withholding Tax Closing Agreement:

  -- to waive any rights to assess and to file proofs of claim
     in the SIPA Proceeding;

  -- to withdraw all pending assessments and proofs of claim
     asserted against LBI in the SIPA Proceeding;

  -- that it is not entitled to any tax, interest, or penalties
     from any person who may be deemed responsible or liable for
     LBI's taxes, interest, or penalties under the New York
     State Tax Law or the New York City Administrative Code; and

  -- that it reserves its right to investigate and pursue
     additional tax, interest, or penalties with respect to a
     "reportable transaction" referenced in Section 25 of the
     Tax Law or an "abusive tax avoidance transaction"
     referenced in Section 683(c)(11) of the Tax Law.

Mr. Kobak contends that the LBI Trustee's decision to waive his
right to seek refunds of tax paid during the Sales and Use Tax
Audit Period and the Withholding Tax Audit Period in exchange for
the NYSDTF's agreement to waive any rights to assess, assert
potential claims, and withdraw its pending claim against LBI
represents a reasonable exercise of the Trustee's business
judgment.

                    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: LBSF Sues AmeriCredit for Breach of Swaps Deal
---------------------------------------------------------------
Lehman Brothers Special Financing Inc. filed an adversary
proceeding against AmeriCredit Automobile Receivables Trust 2005-
B-M, AmeriCredit Automobile Receivables Trust 2007-B-F and
AmeriCredit Automobile Receivables Trust 2007-D-F, acting through
AmeriCredit Financial Services, Inc., in its capacity as
servicer, arising from the Trust's breach of contractual
obligations concerning the proper valuation of amounts due to the
Debtor upon termination of certain interest rate swaps and their
breach of implied covenant of good faith and fair dealing
inherent in the parties' contract.

LBSF entered into certain interest rate swaps with each Trust as
an issuer-trust in separate automobile receivables
securitizations sponsored and serviced by AmeriCredit.  Under the
securitizations, the Trusts issued an aggregate of $3.85 billion
principal amount of fixed and variable rate notes and entered
into the interest rate swaps with LBSF with respect to the
variable tranche of notes.

The Trusts elected to terminate the swaps due to the commencement
of Lehman Brothers Holdings Inc.'s bankruptcy proceeding in
September 2008.

According to Turner P. Smith, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle LLP, in New York, in derogation of their contractual
obligations, the Trusts failed to solicit bids and calculate the
early termination payment under any of the swaps in the manner
required by the relevant agreements, and substantially
undervalued -- and underpaid -- the early termination payments to
which LBSF was contractually entitled.

LBSF filed the action for breach of contract and breach of
implied covenant of good faith and fair dealing to recover
amounts property due to LBSF from the Trusts and to determine
each of the parties' rights, duties, and obligations under their
agreements, the Bankruptcy Code, and applicable non-bankruptcy
law.

                    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: Wins Nod to Modified Asset Disposal Rules
----------------------------------------------------------
Lehman Brothers Holdings Inc. obtained a court order approving
changes to the process governing the company's various
transactions in connection with its real estate investments.

To recall, the U.S. Bankruptcy Court for the Southern District of
New York authorized the company and its affiliated debtors on
June 17, 2010, to follow certain procedures in disposing their
real estate assets and in making new or additional debt and
equity investments.

LBHI specifically sought and obtained approval to expend funds in
connection with any real estate investments without the need to
provide notice to any party or get court approval for these
purposes:

  (i) ordinary course expenses required for the operation and
      management of a property or loan including real estate
      taxes and insurance premium payments; and

(ii) protective advances to cure a superior loan default in an
      amount up to and including $5 million, and for non-
      discretionary or emergency property related purposes.

The changes will not require the company to get court approval for
new investments of more than $5 million but less than or equal to
$25 million in connection with real estate investments of more
than $100 million.  Instead, those new investments will be subject
to the approval and objection rights of the Official Committee of
Unsecured Creditors in accordance with the procedures.

LBHI will also continue to file a quarterly report of all new
investments.  However, instead of identifying the value of the
real estate investment underlying each new investment, the
company will provide a range of values corresponding to the
thresholds in the procedures under which the value of the real
estate investment falls.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says that contrary to what the ad hoc group of Lehman
Brothers creditors asserts, the changes to the reporting
requirements won't reduce the disclosures required of the company.
She points out that they will merely replace one informational
metric with an alternative measure.  The ad hoc group opposes the
proposed changes out of concern that the disclosures to be made
will be reduced as LBHI will no longer be required to identify the
value of the real estate investment.

Ms. Marcus also says the changes to the reporting requirements
are limited and maintain the same level of transparency as those
approved by the Court in its prior order.

The Creditors' Committee supports the approval of the proposed
changes to the procedures, saying it will "better preserve the
value of the real estate investments."

                    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: Wins Nod to Expand Scope of Legal Costs Fund
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Lehman Brothers Holdings Inc. and its affiliates on
December 3, 2008, to pay the legal costs incurred by certain
former employees in connection with investigations, arbitrations
and other legal actions that were not covered by an applicable
insurance policy, or where an insurer asserted non-coverage, up to
an aggregate cap of $3 million.  The Legal Costs Fund was
subsequently used to primarily pay the costs associated with
certain arbitration proceedings relating to auction rate
securities.

Although the Debtors' insurers of director and officer insurance
policies had initially denied coverage with respect to the
Arbitration Proceedings, the insurers eventually recognized the
Arbitration Proceedings as within the insurance coverage and the
Debtors were, therefore, reimbursed for funds disbursed in
connection with defending those proceedings.  Consequently, the
Legal Costs Fund currently has a balance of approximately $3
million.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
tells the Court that there currently is a dispute with insurers
that issued certain of the Debtors' policies as to whether
particular claims fall within the 2007-2008 policy year or the
2008-2009 policy year.  He notes that if the pending dispute is
not satisfactorily resolved, the Debtors and one or more former
employees may need to commence an action seeking a determination
of insurance policy coverage.  The legal costs of that action
would not be covered by the insurance policies and also is not
currently within the scope of the authorized use of the Legal
Costs Fund, even though the objective of any action would, if
successful, potentially reduce the use of the Legal Costs Fund to
pay defense costs in connection with underlying arbitrations and
actions.

Accordingly, the Debtors recently obtained approval to expand the
scope of the matters for which former employees may seek
reimbursement of their legal costs from the Legal Costs Fund to
include potential and actual litigation costs with insurers
regarding coverage disputes.  The Legal Costs Fund would, however,
still be subject to the $3 million cap and the conditions set
forth in the Legal Costs Fund Order.

                  Current Director Costs Fund

In May 2009, and again in June 2010, the Debtors' purchased two
separate one year tail extensions of their 2008-2009 policy.
Rather than incur costs in purchasing additional tail extension,
estimated at $12 million, the Debtors provided up to $2 million
for their current directors to enable payment of only legal
costs, and not payment of settlements or judgments, associated
with claims that are (i) asserted against them prior to the
confirmation and effective date of a Chapter 11 plan for Lehman
Brothers Holdings Inc. becoming effective in these Chapter 11
cases, and (ii) based upon assertions, first made from May 17,
2011, to LBHI's emergence from Chapter 11, of improper acts or
omissions by Current Directors from the "Pending and Prior
Litigation Date", as defined in the 2008-09 D&O Policies, to May
16, 2009, in their capacity as directors of LBHI.

The Debtors, therefore, sought and obtained the Court's authority
to implement the Current Directors' Costs Fund.

The Official Committee of Unsecured Creditors supports both the
expansion of the scope of the Legal Costs Fund, as well as the
implementation of the Current Directors' Costs Fund.

                    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: Further Amends Plan for SunCal Debtors
-------------------------------------------------------
Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in Houston,
Texas, counsel to Lehman Brothers Holdings Inc., filed with the
U.S. Bankruptcy Court for the Southern District of New York a
supplemental declaration stating that on July 15, 2011, the Second
Amended Lehman/Trustee TD Plan and the Second Amended Lehman VD
Plan for the SunCal Debtors were amended.

The primary changes to the Amended Lehman Plans are:

  (a) Reliance Claims Identified and Definition Revised.  After
      the June 20, 2011 filings of the Lehman Plans the Official
      Committee of Unsecured Creditors in the SunCal Voluntary
      Cases objected, inter alia, that the holders of Reliance
      Claims should be identified, which was something that the
      Official Committee of Unsecured Creditors in the SunCal
      Involuntary Cases previously had requested, and argued
      that the "Reliance Claim" definition could be simplified.
      Because the definitional changes requested are
      non-substantive and clarify the pre-existing definition,
      they were adopted in whole and are set forth in the Third
      Amended Lehman Plans.  Because LCPI and its co-plan
      proponents now have sufficiently completed a review of
      proofs of claim and other information to provide a
      "Reliance Claim" list, they have included the list;

  (b) Revising the Executory Contract/Unexpired Lease Treatment.
      The California Bankruptcy Court and two creditors raised
      objections regarding the delay in the Lehman Plans with
      respect to addressing executory contracts.  The Third
      Amended Lehman Plans address these concerns;

  (c) Liquidating Trustee Identified for Plan in Voluntary
      Cases.  The SunCal Trustee previously agreed to serve as
      the liquidating trustee in the SunCal Involuntary Cases
      and subsequently agreed to also serve as the liquidating
      trustee in the SunCal Voluntary Cases.  The Second Amended
      Lehman VD Plan was accordingly amended; and

  (d) Clarify, Update and Clean Up.  A variety of requested
      clarifications, fixing of typographical errors, updating
      of figures, and additional minor revisions were made,
      including:

      * updating cash amounts and, thus, cash secured and
        deficiency claim amounts for LCPI, et al.;

      * amending the definition of Administrative Claims to
        address practical concerns;

      * ensuring LCPI's right to withdraw from the Third Amended
        Lehman Plans is explicit should circumstances change
        unrelated to the specified monetary conditions already
        set forth;

      * shortening the time to pay certain non-priority,
        unsecured claims, by a few weeks; and

      * clarifying the language as to when objections to
        Reliance Claim status must be brought.

Copies of the blacklined Third Amended Lehman Plans, which are
marked to reflect the changes made to the Second Amended Lehman
Plans are available for free at:

  http://bankrupt.com/misc/LBHI_3rdSunCalTDPlan_07182011.pdf
  http://bankrupt.com/misc/LBHI_3rdSunCalVDPlan_07182011.pdf

                 LBHI Committee Supports Motion

The Official Committee of Unsecured Creditors of appointed in the
Lehman Debtors' bankruptcy cases supports the Lehman Plans.

The Lehman Plans establish the best framework for preserving and
maximizing the prospects of a recovery by the Debtors in the
SunCal Debtors' bankruptcy cases, asserts Dennis Dunne, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York, on behalf of
the Lehman Creditors Committee.  He explains that the Lehman
Plans resolve the uncertainty attendant in litigating the
adversary proceedings involving the parties, and that if the
Lehman Plans are consummated, the Debtors will take title to the
SunCal Properties and will be able to obtain the best recovery
possible on account of their claims by either selling the SunCal
Properties or pursing development plans in connection therewith.

Mr. Dunne tells Judge Peck that the Lehman Creditors Committee
has been working with the Debtors and their advisors since the
beginning of the SunCal Debtors' Cases to address the numerous
legal and business issues that have arisen therein.  He notes
that the Lehman Creditors Committee has considered and approved
earlier versions of the Lehman Plans and has recently reaffirmed
its support for the modifications proposed in the Second Amended
Lehman/Trustee TD Plan and the Second Amended Lehman VD Plan.
The Lehman Creditors Committee, among other things, believes that
the slightly revised funding thresholds are reasonable.

                         *     *     *

Judge Peck authorized, but not directed, the Debtors to enter
into the Third Amended Lehman Plans and consummate all of the
transactions contemplated thereunder.

The Debtors are also authorized, but not directed, to make all
payments contemplated under the Third Amended Lehman/Trustee TD
Plan, provided that if, prior to that plan's effective date, the
Lehman Creditors' good faith estimate of the amount of the
funding the Lehman Creditors could be required to provide exceeds
$55 million, plus the amount of the administrative loans any of
them made after August 10, 2010, the Debtors will consult with
and obtain the consent of the Lehman Creditors Committee prior to
determining whether to consummate the Third Amended
Lehman/Trustee TD Plan.

The Debtors are further authorized, but not directed, to make all
payments contemplated under the SunCal VD Plan, provided that if,
prior to that plan's effective date, either (a) the Lehman
Lenders' good faith estimate of the amount of funding the Lehman
Lenders could be required to provide under the plan exceeds $22
million with respect to the Group I Debtors, or (b) the Lehman
Lenders' good faith estimate of "Allowed Senior Claims" exceeds
$3 million with respect to the Group II Debtors, the Debtors will
consult with and obtain the consent of the Lehman Creditors
Committee prior to determining whether to consummate the Third
Amended Lehman VD Plan.

LCPI or LBHI may cash bid in the SunCal Property Auction or any
market sale of the SunCal Properties, provided any cash bids are
subject to the business judgment of the Debtors' Board of
Directors and the consent of the Lehman Creditors Committee.
LBHI may provide for the LBHI Plan Funding, provided that the
allocation of costs and benefits between LBHI and LCPI in
connection with the funding of the Third Amended Lehman Plans is
preserved for determination at a later date.

Judge Peck also ruled that any and all pre- and postpetition
claims, rights and obligations that the Debtors may have against
each other in connection with the subject matter of the Motion or
the transactions contemplated by the Lehman Plans and the SunCal
Plans are fully preserved and will not be prejudiced by the entry
of this Order.  The allocation of costs and benefits between or
among the Debtors and non-Debtor affiliates in connection with
the SunCal Plans is preserved.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                    About Lehman Brothers

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

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

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

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

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

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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)


LENDER PROCESSING: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Jacksonville, Fla.-based Lender Processing
Services Inc. The outlook is negative.

"We also assigned our 'BBB' issue rating with a '1' recovery
rating to the company's proposed $400 million revolving credit
facility, $350 million term loan A maturing 2016, and $550 million
term loan B maturing 2018. The '1' recovery rating indicates our
expectation that lenders would receive very high (90% to 100%)
recovery in the event of a payment default," S&P said.

"We also affirmed our 'BB+' issue level rating on LPS' senior
unsecured notes due July 2016, and revised the recovery rating on
the notes to '4' from '3', reflecting our expectation that a
greater proportion of secured debt outstanding at the projected
time of default would lower recovery values on the unsecured debt.
The '4' recovery rating indicates our expectation that lenders
would receive average (30%-50%) recovery in the event of a payment
default," S&P said.

"The ratings reflect our expectation that a strong market
position, good cash flow characteristics, and moderate financial
policies will enable LPS to maintain leverage appropriate for the
rating, despite its narrow and cyclical market focus and increased
regulatory and market uncertainty," said Standard & poor's credit
analyst Martha Toll-Reed.

With latest-12-month revenues in excess of $2.3 billion, LPS has
operations in technology, data, and analytics (TD&A), mortgage-
processing, and loan transaction services that include settlement
and default management services. Competition is fragmented, and
includes customers' in-house systems, which represents a growth
opportunity as financial institutions look to outsource more
functions to reduce processing costs. LPS' fair business risk
reflects barriers to entry which include the investment in
developing an integrated solution suite, as well as long-term
contractual relationships and customer switching costs. Although
TD&A accounts for about one-third of revenues, it constitutes more
than half of the company's segment operating income.


LOS ANGELES DODGERS: EBITDA Was Positive at $50-Mil. in 2009
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to documents ordered by the bankruptcy
judge to be made public, the Los Angeles Dodgers was incurring a
$50 million loss before interest, taxes, depreciation and
amortization in 2003 before Frank McCourt bought the team.  The
complete papers say that EBITDA was a positive $50 million in
2009.  The papers don't give EBITDA for 2010.  The complete papers
say the Dodgers made more than $200 million in revenue sharing
payments since Mr. McCourt became owner.

According to the report, in testimony taken before the July 20
trial, the MLB witness said that the baseball commissioner "had no
desire even to make a profit on the loan" the league was willing
to make.  When the commissioner offered to make the unsecured
loan, the team said that MLB had not at that time made
arrangements to obtain the needed $150 million.  The team said it
was precluded from taking testimony from the MLB's witness about
the reason the baseball commissioner opposed a long-term
television-rights contract as the means for solving financial
problems.

Mr. Rochelle relates that the unredacted papers explain how the
team unsuccessfully sought financing from six other lenders,
including Goldman Sachs Group Inc., Bank of America NA, and
General Electric Capital Corp.  When the Dodgers filed papers
asking permission for portions of the papers to be kept secret,
the sealing motion itself had blanks where explanation may have
been given about the need for secrecy.

The bankruptcy judge, in a written opinion on July 22, refused to
allow the Dodgers to take down a $150 million secured loan from
Highbridge Principal Strategies LLC, an affiliate of JPMorgan
Chase & Co.  Instead, the judge in substance directed the team to
take the same amount in an unsecured loan from MLB.

                  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.

Attorneys at Morrison & Foerster LLP and Pinckney, Harris &
Weidinger, LLC, serve as counsel to the Official Committee of
Unsecured Creditors.

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


LOYALTY REWARDS: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Loyalty Rewards LLC
                2321 E. 4th Street, Suite C-211
                Santa Ana, CA 92705

Bankruptcy Case No.: 11-20418

Involuntary Chapter 11 Petition Date: July 26, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Creditor who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Timothy Andres                     Unpaid Fee              $16,000
1119 S. Mission Road, #102
Fallbrook, CA 92028


MARIKA TOLZ: Federal Prosecutors Seek Long Sentence in Fraud Case
-----------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that federal prosecutors
urged a court Monday to send longtime Florida bankruptcy trustee
Marika Tolz to prison for more than 15 years for misappropriating
more than $16 million from cases she oversaw and losing - or
possibly pocketing - at least $2.4 million.

Law360 relates that prosecutors said Ms. Tolz, who pled guilty May
5 to one count of conspiracy to commit wire fraud, did not deserve
leniency based on her age, 65, or her dependence on prescription
drugs and alcohol.


MEDICAL SPA: Physicians, Examiners Face Suit Over Financial Woes
----------------------------------------------------------------
Steve Green at Vegas Inc. reports that Medical Spa At Summerlin is
suing a local physician and the State Board of Medical Examiners,
charging they're in part responsible for its financial problems.

According to the report, the clinic complained in its filing
Monday that Donald Andreas, an investigator for the Board of
Medical Examiners, which regulates medical professionals, induced
Dr. Carl Williams to sever his business partnership with the spa.
Dr. Williams says in court papers he also has been leasing space
to the spa.

Mr. Green says this effort by Andreas allegedly came after the
Board of Medical Examiners investigated patient complaints about
allegedly botched Botox and Derma Filler treatments at the spa.

The complaint says these alleged actions are threatening what
could be a lucrative business providing services such as Botox and
laser skin treatments.

Dr. Williams, in the meantime, won an order in the bankruptcy case
on July 7 requiring the spa to pay him $55,467 for rent due
through June for the spa's premises on Rampart Boulevard.

Additionally, the complaint also says that Tracy Hurst, who
controls the spa, has complained to the state medical board "about
undue influence being asserted upon the Medical Spa's physicians,
as many of the said physicians expressed concerns about continuing
to work with a company that the Medical Board apparently wanted
shut down."

Creditors have filed $1.774 million in claims against the spa,
which listed assets of just over $58,000 in an updated filing in
February.

Medical Spa LLC dba The Medical Spa At Summerlin operates a
cosmetic procedure clinic.  The Debtor filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-31638) on
Nov. 16, 2010.  The Debtor estimated under $1 million in assets
and liabilities.  See http://bankrupt.com/misc/nvb10-31638.pdf


MERIT GROUP: Court Approves Morgan Joseph as Investment Banker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota
authorized The Merit Group Inc. and its debtor-affiliates to
employ Morgan Joseph TriArtisan LLC as investment banker to
familiarize itself with the business, operations, financial
condition and prospect of the Debtors.

The Debtors agreed to pay $50,000 monthly fee to the firm for this
engagement.

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

                       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.


MERIT GROUP: Sells Business for $44-Mil. to Fund Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that The Merit Group Inc. was authorized this week by the
bankruptcy judge in Spartanburg, South Carolina, to sell its paint
distribution business for $44 million to MG Distribution LLC.

Mr. Rochelle relates that the sale was accompanied by a settlement
where the secured lender, Regions Bank, agreed to set aside more
than $6 million from the purchase price to pay costs of the
Chapter 11 case and $4 million for unsecured creditors.  On
account of its deficiency claim, the bank will not participate in
the pool for unsecured creditors until the nonbank creditors have
recovered 10 percent.  The bank will take the next $1.6 million
before any distributions could be made on subordinated claims.
Before the settlement, the official unsecured creditors' committee
was opposing the sale.  There were no competing bids at auction.

According to Mr. Rochelle, the settlement contemplates that the
company and the committee together will propose a liquidating
Chapter 11 plan.  The plan already filed will be revised to
reflect the settlement and the sale.

                         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.


MTR GAMING: Moody's Assigns 'B3' to Senior Secured Notes
--------------------------------------------------------
Moody's Investors Service assigned a B3 rating to MTR Gaming
Group's proposed $565 million senior secured notes due 2019, while
affirming its existing ratings including the B3 Corporate Family
Rating (CFR) and Probability of Default Rating (PDR). The rating
outlook remains negative.

The company intends to apply the net proceeds, together with cash
on hand, to purchase all of its outstanding senior subordinated
notes due 2012 and senior secured notes due 2014, to establish a
video lottery terminal (VLT) gaming facility at its Scioto Downs
in Ohio and to pay fees and expenses related to the transaction.
The company also anticipates to enter into a new revolving credit
facility of $20 million (will not be rated) in the very near term.

The rating of the new notes is subject to Moody's review of final
terms and conditions.

The rating action is:

Rating assigned:

$565 million 2nd lien senior secured notes due 2019 -- B3 (LGD4,
51%)

Ratings affirmed:

Corporate Family Rating -- B3

Probability of Default Rating -- B3

$260 million Senior Secured Notes due 2014 -- B2 (LGD3, 35%),
rating will be withdrawn upon closing

$125 million Senior Subordinated Notes due 2012 -- Caa2 (LGD5,
87%), rating will be withdrawn upon closing

RATINGS RATIONALE

"The affirmation of the B3 CFR reflects Moody's generally neutral
view on the newly proposed upsized note offering that would
replace the previously proposed (later canceled) $500 million
notes," explained Moody's lead analyst, John Zhao. "This would
remove the need to obtain further equipment financing to fund the
VLT facility, however, would also result in higher interest
expense and leverage."

The B3 CFR continues to reflect the near-to-medium term challenges
MTR will likely face when the new casinos in Ohio, particularly
the ones in Cleveland and Columbus (and possibly Youngstown if one
VLT operator will relocate), are expected open in the next 12-24
months, as both of MTR's properties in West Virginia and western
Pennsylvania draw a significant percentage of its patrons from
Ohio (76% for Mountaineer's and 44% of Presque Isle Downs' slot
players are Ohio residents). Moody's acknowledges that the
proposed installation VLTs at MTR's Scioto Downs racetrack in Ohio
could mitigate some of the negative impact. However, the
installation of VLTs will also allow substantially more direct
competition assuming all or some of the other six racetracks will
do the same. This would add up to 17,500 new VLT slot machines
into the Ohio gaming market. Further, it remains uncertain if the
company can obtain license, complete the construction, or compete
effectively with many other casinos in the surrounding area in a
new market, particularly the to-be-built large full-scale casino
in Columbus, OH. The B3 rating also considers the high pro-forma
financial leverage of more than 7.0x and weak interest coverage
post refinancing. Albeit, if the company is able to start the VLT
operation in Ohio on time and on budget, Moody's expects the
leverage to decline gradually over the next 12-18 months to below
6.5 times, a level more consistent with a B3 rating.

Positive consideration is given to the relatively stable EBITDA
despite the topline pressure, in part due to the implementation of
cost containment programs as well as the increased contribution
from Presque Isle Downs & Casino after its timely opening of table
games in July 2010. Additionally, a successful refinancing will
address the upcoming maturity of the subordinated notes in 2012,
thus improving the company's liquidity profile.

The negative rating outlook incorporates the significant execution
risks associated with the VLT facility as well as the difficult
operating environment MTR is faced with - increased regional
competition and the still weak gaming demand. The outlook also
reflects the weakened cash flow generation partly due to the
higher cash interest. The negative outlook suggests the
possibility of rating downgrade if Moody's deems that MTR will not
be able to mitigate the expected decline in EBITDA (in the range
between 40-50% on cumulative basis during 2012-2013 estimated by
Moody's) because of the increased Ohio-based competition and
reduce its leverage to the targeted level in the next 12-18
months.

Events/developments that could exert downgrade pressure on the
rating include: the company's inability to get regulatory approval
and licensing on the VLT, unfavorable revenue sharing agreement
with local Horseman Association, significant project delay and
cost overrun during construction, and materially weaker-than-
expected operating results after opening. Ratings could be also
downgraded if MTR is not able to complete the proposed refinancing
on economical terms timely.

Rating upside is limited at this time. Should MTR complete
refinancing on a timely basis, open Scioto Downs VLT facility on-
time and on budget and generate EBITDA that can more than offset
potential impact from Ohio new gaming operations, the rating
outlook would likely revert to stable. Moreover, stable outlook
would require debt/EBITDA to approach 6.0x on a sustained basis
and an adequate liquidity profile.

MTR Gaming Group, Inc. ("MTR") (Nasdaq: MNTG), through its
subsidiaries, owns and operates Mountaineer Casino, Racetrack &
Resort in Chester, West Virginia; Presque Isle Downs & Casino in
Erie, Pennsylvania and Scioto Downs in Columbus, Ohio. MTR
reported net revenues of approximately $424 million in the last
twelve months ended March 31, 2011.

The principal methodology used in rating MTR 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.


NELSON RE: Moody's Affirms Catastrophe Bonds Ratings at Ca(sf)
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ca(sf) rating of the
Nelson Re Ltd. Class G catastrophe bonds with a developing
outlook. On July 15, 2011, Glacier Reinsurance AG, the sponsor of
Nelson Re, submitted a proof of loss and reduced interest event
certificate to Nelson Re, having estimated the ultimate net loss
from Hurricane Ike to be $174,566,072. The implied recovery rate
on the principal is approximately 60.6%.

"We left the rating and outlook on the Nelson Re Class G notes
unchanged because the latest loss estimate suggests a principal
recovery rate that is consistent with Moody's original assumptions
when Moody's downgraded the notes on November 24, 2009," said
Kevin Lee, senior credit officer at Moody's.

Moody's noted previously it had assumed less than 60% recovery of
promised principal and interest.

The developing outlook reflects the possibility that ultimate
recoveries could be better or worse than current estimates, as
ultimate net loss estimates could change over time.

Glacier Re's current estimate of ultimate net loss falls between
the $145 million attachment point and $220 million exhaustion
point for the Class G notes, which had original principal of $67.5
million. A coinsurance provision requires Glacier Re to retain 10%
of the losses between the attachment and exhaustion points.

Nelson Re issued the Class G, H and I notes in June 2008 as a way
for note holders to provide per occurrence excess-of-loss
reinsurance protection to Glacier Re for U.S. hurricane/earthquake
events (Class G) and European windstorm events (Class H and I).
The Class H and Class I notes matured on June 6, 2011 without
loss.

These notes have been affirmed with a developing outlook:

Nelson Re Ltd. -- $67.5 million Class G Series 2008-I Principal-
at-Risk Variable Rate Notes at Ca(sf); outlook developing

The last rating action occurred on September 1, 2010 when Moody's
affirmed the rating and outlook of the Class G notes. Moody's
noted this rating was previously withdrawn on June 6, 2011 due to
an internal administrative error. Nelson Re Ltd.'s Class G was
originally issued with the maturity date of June 6, 2011. The
debt's maturity date was later extended. At that time, Moody's
database was not updated to reflect the new maturity date and the
ratings were inadvertently withdrawn on the basis that it had
matured. Moody's has now corrected the maturity date on the Class
G notes.

The principal methodology used in rating Nelson Re was
"Reinsurance Sidecars: Moody's Five Principles," published in
March 2007. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
in the Rating Methodologies sub-directory on Moody's website.


NLC UNITRUST: Court Approves Ciardi Ciardi as Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
N.L.C. Unitrust Partners to employ Ciardi Ciardi & Astin as its
counsel nunc pro tunc to Jan. 31, 2011.

As the Debtor's counsel, Ciardi will:

   (a) take all necessary action to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on the Debtor's behalf, the defense of any actions
       commenced against the Debtor, the negotiation of disputes
       in which the Debtors are involved, and the preparation of
       objections to claims filed against the Debtor's estate;

   (b) provide legal advice with respect to the Debtor's powers
       and duties as debtor-in-possession in the continued
       operation of its businesses and management of its
       properties;

   (c) negotiate, prepare and pursue confirmation of a plan and
       approval of a disclosure statement;

   (d) prepare on behalf of the Debtor, as debtor in possession,
       necessary motions, applications, answers, orders, reports,
       and other legal papers in connection with the
       administration of the Debtor's estate;

   (e) appear in Court and to protect the interest of the Debtor
       before the Court;

   (f) assist with any disposition of the Debtor's assets, by sale
       or otherwise; and

   (g) perform all other legal services in connection with this
       Chapter 11 case as may reasonably be required.

Ciardi's hourly rates range from $225 to $525 per hour for
attorneys and from $120 to S180 per hour for paraprofessionals.

The Debtor will also reimburse Ciardi for expenses it incurred or
will incur.

Albert A. Ciardi, III, Esq., a partner at Ciardi --
aciardi@ciardilaw.com -- maintained that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Sedona, Arizona-based N.L.C. Unitrust Partners filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 10-14074) on
Dec. 15, 2010.  The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million at the Petition
Date.  Ciardi Ciardi & Astin is retained as counsel to the Debtor.


NORTHERN BERKSHIRE: Denied CAH Status, But Still Seen to Emerge
---------------------------------------------------------------
According to a Berkshire Eagle report, North Adams (Mass.)
Regional Hospital was denied designation as a critical access
hospital but is still largely expected to emerge from Chapter 11
bankruptcy protection.

Jaimie Oh at Becker's Hospital Review reports that the federal
government ruled NARM and the next closest hospital was not at
least 25 miles apart, per federal regulation, and therefore was
not qualified for CAH status.  However, NARH President and CEO
William Frado confirmed the hospital will most likely become a
"stand-alone viable hospital" even without the CAH designation,
according to the news report.  Hospital officials plan to submit a
plan for reorganization to the bankruptcy court in August.

                About Northern Berkshire Healthcare

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

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

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

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

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


NURSERYMEN'S EXCHANGE: Can Hire Calegari & Morris as Accountants
----------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California authorized Nurserymen's Exchange,
Inc., to employ Calegari & Morris as its accountants.

As reported in the Troubled Company Reporter on June 9, 2011, the
Debtor needs an accountant to file tax returns and other tax
related documents during the pendency of its case.

Calegari has rendered tax services to the Debtor since 1999.

The individuals at Calegari most likely to work on behalf of the
Debtor and their related hourly billing rates are:

          George Morris                 $375
          Kathleen Burry                $310
          Alyson Minagawa               $230
          Patty Trick                   $230

The Debtor provided Calegari with a $70,000 prepetition retainer
to be billed against for the work done on the Chapter 11 case.

Calegari's George Morris -- gmorris@calegariandmorris.com --
attested that his firm does not represent any interest adverse to
that of the Debtor or of the estate.

                    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.   The Debtor disclosed $34,755,036 in assets and $24,772,945
in liabilities in its schedules.

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.
Katten Muchin & Rosenmann, LLP, serves as the Debtor's special
counsel.  Chelliah & Associates as its restructuring and
turnaround consultants and advisors.  FocalPoint Securities, LLC,
is the investment banker and financial advisor.  Calegari & Morri
is the accountant.  The Abernathy MacGregor Group, Inc., is the
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.  Epiq Bankruptcy Solutions is the
information agent.  FTI Consulting is the Committee's financial
consultant.


NURSERYMEN'S EXCHANGE: FocalPoint Approved as Investment Banker
---------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California authorized Nurserymen's Exchange,
Inc., to employ FocalPoint Securities, LLC, as investment banker
and financial advisor.

As reported in the Troubled Company Reporter on June 9, 2011, the
Debtor said it requires FocalPoint to continue its significant
prepetition efforts to maximize the value of the Debtor's
operating assets through a sale or restructuring transaction and
to provide financial advisory services.

Among other things, FocalPoint is expected to:

     -- review, analyze and evaluate the Company's operations,
        business, business plan, strategic and financial position,
        and related financial projections;

     -- prepare and distribute descriptive materials to potential
        financing sources, buyers, investors or other interested
        parties for evaluation of a Transaction, and assist in
        negotiating and structuring a potential Transaction with
        such parties;

     -- assist the Company in soliciting bids from potential
        lenders, acquirers and/or investors;

     -- assist the Company in reviewing proposals in connection
        with a Transaction;

     -- make presentations to the Company's Management and/or
        Board of Directors to enable them to evaluate any
        potential Transaction;

     -- at the request of the Company, provide information to the
        Company's senior secured lender with respect to activities
        in connection with the engagement;

     -- assist the Company with any due diligence investigations
        conducted in connection with a Transaction;

     -- make presentations to its senior secured lender, creditor
        groups, and equity holders as directed by the Company's
        Management and/or Board of Directors related to a
        Transaction and related processes;

     -- provide expert advice and testimony with regard to
        financial matters related to a Transaction; and,

     -- with mutual consent, render other customary financial
        advisory and investment banking services.

Beginning in September 2010, the Debtor and FocalPoint commenced a
two-part solicitation process designed to either (i) refinance the
existing secured lender or (ii) find a financial or strategic
buyer for the Debtor's operating business.  On a parallel track to
the process undertaken by FocalPoint, the Debtor has marketed
certain real estate assets that are not essential to its
operations.

As part of this prepetition process, FocalPoint has contacted (or
been contacted by) in excess of 150 potential interested parties,
including both debt capital providers and strategic and financial
buyers. Of these, approximately 48 have executed non-disclosure
agreements for additional information and access to the Debtor's
data room. As a result of this process, the Debtor received a
number of written proposals to provide working capital financing
from financial institutions but these proposals did not provide
enough capital to fully retire the secured debt or were contingent
on new equity being invested into the business.

In addition to the proposals from lenders, the Debtor received
several indications of interest to consummate a purchase of the
Debtor's assets.  After evaluating these proposals, holding
management presentations, meeting with the various investor groups
and consulting with Wells Fargo Bank, the Debtor executed a Letter
of Intent with a buyer that provided for a period of exclusivity,
and the Debtor began engaging in extensive business and legal due
diligence.  Unfortunately, the Debtor was not able to finalize an
asset purchase agreement with the interested party prior to filing
the bankruptcy and exclusivity was terminated on or about May 11,
2011.  Upon termination of exclusivity, FocalPoint immediately
began re-marketing the Operating Assets and have begun conducting
discussions with potential strategic and financial investors since
that time.

In addition to the prepetition solicitation process, FocalPoint
has provided significant additional services and value to the
Debtor prior to the Petition Date.  This included, but was not
limited to, negotiating with potential investors and facilitating
their due diligence, advising the Debtor with respect to and
negotiating both forbearance agreements and the DIP Financing with
the Wells Fargo Bank, assisting the Debtor with pre-bankruptcy
planning, structuring and developing sale procedures and the
accompanying Asset Purchase Agreement, all as part of its
engagement by the Debtor.

FocalPoint received $315,000 prepetition from the Debtor.  The
Debtor said 50% of the amount will be credited against any
Transaction Fee payable to FocalPoint pursuant to the terms of
FocalPoint's proposed employment.  Prior to the Petition Date,
FocalPoint received a $70,000 Fee Retainer, representing two
monthly installments of $35,000 and an out of pocket expense
retainer of $10,000.

The Debtor will compensate FocalPoint according to this structure:

     (A) A monthly retainer fee of $35,000 earned and payable on
     the 1st day of each month and 50% of which (together with 50%
     of all monthly fees collected by FocalPoint during its pre-
     petition employment by the Debtor) will be credited against
     any Sale Fee, Financing Fee or Restructuring Fee or fees
     payable to FocalPoint.  FocalPoint received the monthly
     retainer fee for May 2011 and therefore another monthly fee
     will not be earned and payable until June 1, 2011.

     (B) Upon the consummation of a Sale Transaction, FocalPoint
     will be entitled to receive a sale fee equal to the greater
     of (i) 2.5% of the Aggregate Consideration, which includes
     cash, securities, assumption of debt, cure costs and other
     consideration paid or obligations assumed by a purchaser in a
     Sale Transaction; and (ii) $550,000.

     (C) If the Debtor enters into exit financing in connection
     with a Plan Transaction, FocalPoint will be entitled to
     receive a financing fee equal to the greater of 4.5% of
     funded or committed capital and (y) $550,000.

     (D) If the Debtor confirms and effectuates a Restructuring,
     FocalPoint will be entitled to a Restructuring Fee, which is
     the greater of (i) $550,000 or (ii) 2.5% of Aggregate
     Consideration minus the amount of any Sale Fee or Financing
     Fee paid to FocalPoint.

     (E) In the event that a Transaction could be characterized as
     more than one type of Transaction, the fee earned by
     FocalPoint shall be the greater of the Sale Fee, the
     Financing Fee or the Restructuring Fee.  Under no
     circumstances will multiple fees be paid on a single Chapter
     11 Transaction.  The Transaction Fees will be payable to
     FocalPoint upon the closing of a Transaction.

     (F) Without regard to whether any Transaction closes,
     FocalPoint will be entitled to reimbursement of all
     necessary, documented, reasonable out-of-pocket expenses
     incurred during this engagement.

     (G) If FocalPoint's engagement is terminated pursuant to the
     terms of the Engagement Letter, the material compensation
     provisions of the Engagement Letter will survive to the
     extent the provisions related to the payment of fees due and
     expenses incurred on or before the effective date of
     termination.  Other provisions of the Engagement Letter will
     also survive termination.  Additionally, if the Engagement
     Letter is terminated by the Company, FocalPoint shall be
     entitled to any Sale Fee, Financing Fee or Restructuring Fee
     if a Transaction is either entered into, agreed to or
     consummated within the later of 12 months of the date of
     termination or 12 months from the date an agreement for a
     Transaction is entered into amongst the relevant parties.

Alexander Stevenson -- astevenson@focalpointllc.com -- Managing
Director at FocalPoint, attests that his firm is a "disinterested
person" as that term is defined in sections 101(14) and 327 of the
Bankruptcy Code, and does not hold or represent an interest
adverse to the Estates and does not have any connection with the
Debtors, the creditors, or any other party in interest in the
Chapter 11 Cases, or their attorneys or accountants.

                    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.   The Debtor disclosed $34,755,036 in assets and $24,772,945
in liabilities in its schedules.

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.
Katten Muchin & Rosenmann, LLP, serves as the Debtor's special
counsel.  Chelliah & Associates as its restructuring and
turnaround consultants and advisors.  FocalPoint Securities, LLC,
is the investment banker and financial advisor.  Calegari & Morri
is the accountant.  The Abernathy MacGregor Group, Inc., is the
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.  Epiq Bankruptcy Solutions is the
information agent.


NURSERYMEN'S EXCHANGE: Taps Scheel Dallape as Real Estate Broker
----------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California authorized Nurserymen's Exchange,
Inc., to employ The Scheel Dallape, Inc., doing business as, the
Hoffman Company as its real estate broker with respect to its real
property located in Half Moon Bay, California.

The real property is divided up into various parcels and is also
zoned differently.  There are two components of the real property:
the Planned Unit Development Land and the Open Space Land.  The
PUD Land consists of approximately 28.158 acres while the Open
Space totals approximately 408 acres.

The broker has been representing the Debtor prepetition.  The
broker is also familiar with the parties who have expressed
interest in buying to date and, with the broker's efforts, Debtor
is currently in contract to sell the PUD Land for $8 million.

The broker is to be paid for its services pursuant to a listing
agreement (2% commission unless the buyer is introduced by
Debtor's investment bankers, FocalPoint Securities, in which case
the commission is 1%).

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.

The firm's business offices are located a 18881 Von Karman Ave,
Suite 150, Irvine, California.

                    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.   The Debtor disclosed $34,755,036 in assets and $24,772,945
in liabilities in its schedules.

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.
Katten Muchin & Rosenmann, LLP, serves as the Debtor's special
counsel.  Chelliah & Associates as its restructuring and
turnaround consultants and advisors.  FocalPoint Securities, LLC,
is the investment banker and financial advisor.  Calegari & Morri
is the accountant.  The Abernathy MacGregor Group, Inc., is the
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.  Epiq Bankruptcy Solutions is the
information agent.


NURSERYMEN'S EXCHANGE: Chelliah OK'd as Turnaround Consultants
--------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California authorized Nurserymen's Exchange,
Inc, to employ Chelliah & Associates as its restructuring and
turnaround consultants and advisors.

As reported in the Troubled Company Reporter on June 10, 2011,
C&A was initially employed as restructuring and turnaround
consultants by the Debtor in November 2006, and has worked with
Debtor intermittently since that time to assist in the
restructuring and improvement of its management team,
organizational structure, operations, sales and marketing, crop
selection and planning, fiscal and budgeting control, forward
planning discipline and its efforts overall to greatly reduce
costs and improve profitability.

For its prepetition work, all C&A personnel other than Chell
Chelliah were paid on an hourly basis.  Mr. Chelliah entered into
a separate annual retention agreement in 2008 -- in addition
to the hourly basis arrangement -- for the provision of 90 hours a
month at favorable rates with a portion of these fees deferred
contingent to certain milestones being achieved at which time they
were realizable at a 100% premium.  In addition, in recognition of
the favorable rates, significant unbilled hours contributed and
numerous other accommodations made by Mr. Chelliah during the
three year period to Dec. 31, 2010, in assisting with the
restructuring and turnaround of the Debtor, the Owners, CEO and
the board of directors of the Debtor granted fully vested phantom
equity interests of 3% of the total equity capital of Nurserymen's
Exchange, Inc..

As of the Petition Date, C&A had formally relinquished it's rights
to any and all contingent fees of $825,600 and fully vested
phantom equity interests of 3% and holds no pre-petition
claim against the Debtor.  C&A and Mr. Chelliah's efforts over the
last few years were highly instrumental in achieving profitability
of the Debtor for the current fiscal year.

Prior to the filing of Debtor's bankruptcy case, C&A received a
prepetition retainer of $100,000 from the Debtor.  C&A will bill
its services under these rates -- Standard hourly rates for
professionals presently range from $150 for associates to $500 for
2011. The current hourly rates for C&A staff who will most likely
work on this matter are:

     Chell Chelliah -- $450 per hour for preparatory time and
                       $500 per hour for deposition and/or trial
                       testimony.

     Alan Okahata   -- $260 per hour for preparatory time and
                       $310 per hour for deposition and/or trial
                       testimony.

Chell Chelliah attested that his firm C&A is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    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.   The Debtor disclosed $34,755,036 in assets and $24,772,945
in liabilities in its schedules.

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.
Katten Muchin & Rosenmann, LLP, serves as the Debtor's special
counsel.  Chelliah & Associates as its restructuring and
turnaround consultants and advisors.  FocalPoint Securities, LLC,
is the investment banker and financial advisor.  Calegari & Morri
is the accountant.  The Abernathy MacGregor Group, Inc., is the
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.  Epiq Bankruptcy Solutions is the
information agent.


NURSERYMEN'S EXCHANGE: Committee Taps FTI as Consultant
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Nurserymen's
Exchange Inc. received permission from the U.S. Bankruptcy Court
for the Northern District California to retain FTI Consulting Inc.
as financial consultants.

The firm will:

   * assist with the assessment and monitoring of the Debtor's
     short term cash flow, liquidity, and operating results;

   * assist in the review of financial information distributed by
     the Debtor to creditors and others, including, but not
     limited to, cash flow projections and budgets, cash receipts
     and disbursement analysis, analysis of various asset and
     liability accounts, and analysis of proposed transactions for
     which Court approval is sought;

   * assist in the review and monitoring of the capital
     raise/asset sale process, including, but not limited to,
     an assessment of the adequacy of the marketing process,
     completeness of any buyer lists, review and quantifications
     of any bids;

   * assist in the review of any disclosure statement, plan of
     reorganization and supporting documents and exhibits related
     thereto;

   * attend meetings and assist in discussions with the Debtor,
     potential investors, the Committee, the U.S. Trustee, other
     parties in interest and professionals hired by the
     same, as requested;

   * provide analysis and testimony on valuation issues related to
     the confirmation of a plan of reorganization;

   * assist the Committee in the review of financial related
     disclosures required by the Court, including the Schedules of
     Assets and Liabilities, the Statement of Financial Affairs
     and Monthly Operating Reports;

   * assist in the review of the claims reconciliation and
     estimation process; and

   * render such other general business consulting or such other
     assistance as the Committee or its counsel may deem necessary
     that are consistent with the role of a financial advisor and
     not duplicative of services provided by other professionals
     in this proceeding.

These are FTI's customary hourly rates, as of Jan. 1, 2011, which
are subject to periodic adjustments, for work of this nature:

   Senior Managing Directors          $780-$895
   Directors/Managing Directors       $560-$745
   Consultants/Senior Consultants     $280-$530
   Administration/Paraprofessionals   $115-$230

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

                    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.   The Debtor disclosed $34,755,036 in assets and $24,772,945
in liabilities in its schedules.

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.
Katten Muchin & Rosenmann, LLP, serves as the Debtor's special
counsel.  Chelliah & Associates as its restructuring and
turnaround consultants and advisors.  FocalPoint Securities, LLC,
is the investment banker and financial advisor.  Calegari & Morri
is the accountant.  The Abernathy MacGregor Group, Inc., is the
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.  Epiq Bankruptcy Solutions is the
information agent.


NURSERYMEN'S EXCHANGE: Landau Gottfrie Approved as Panel's Counsel
------------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California authorized the Official Committee
of Unsecured Creditors in the Chapter 11 case of Nurserymen's
Exchange, Inc., to retain Landau Gottfried & Berger LLP as its
general bankruptcy counsel.

LGB is expected to, among other things:

   a) advise the Committee with respect to the various options
   available for resolution of the Debtor's bankruptcy case,
   including sale of the Debtor as an operating company,
   liquidation of the Debtor's assets, or reorganization of the
   Debtor's business;

   b) advise the Committee with respect to motions and
   applications filed by the Debtor and other parties and
   presenting the Committee's positions to the Court; and

   c) examine and advise the Committee on claims and causes of
   action that may belong to the estate.

The personnel with primary responsibilities in the cases and their
hourly rates are:

          Peter J. Gurfein, Esq.     $550
          Peter M. Bransten, Esq.    $510
          Monica R. Rieder, Esq.     $385

          Other Attorneys          $420 - $535
          Paraprofessionals        $120 - $165

The Court directed the Debtor to pay the $50,000 postpetition
retainer to LGB, to be held in LGB's client trust account until
the time as LGB is authorized by the Court to draw down on the
retainer.

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

LGB can be reached at:

           LANDAU GOTTFRIED & BERGER LLP
           Peter J. Gurfein, Esq.
           Peter M. Bransten, Esq.
           Monica R. Rieder, Esq.
           1801 Century Park East, Suite 1460
           Los Angeles, CA 90067
           Tel: (310) 557-0050
           Fax: (310) 557-0056
           E-mail: pgurfein@lgbfirm.com
                   pbransten@lgbfirm.com
                   mrieder@lgbfirm.com

                    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.   The Debtor disclosed $34,755,036 in assets and $24,772,945
in liabilities in its schedules.

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.
Katten Muchin & Rosenmann, LLP, serves as the Debtor's special
counsel.  Chelliah & Associates as its restructuring and
turnaround consultants and advisors.  FocalPoint Securities, LLC,
is the investment banker and financial advisor.  Calegari & Morri
is the accountant.  The Abernathy MacGregor Group, Inc., is the
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.  Epiq Bankruptcy Solutions is the
information agent.  FTI Consulting is the Committee's financial
consultant.


OLD COLONY: Plans to Pay $9MM Wells Fargo Secured Claim in 7 Years
------------------------------------------------------------------
Old Colony, LLC, and Molokai Partners, LLC, filed a proposed plan
of reorganization and accompanying disclosure statement to the
U.S. Bankruptcy Court for the District of Massachusetts.

The Plan designates four classes of claims and interests against
the Debtor and provides for the treatment of those claims and
interests:

   * Class 1 Wells Fargo's Secured Claim.  Holder of such claim
     will receive a Wells Fargo Reorganization Note, which is a
     full recourse secured term promissory note in the amount of
     $9,000,000.  It will have a seven year term with payments of
     interest only for the first two years.

   * Class 2 Wells Fargo's Unsecured Claim.  Holder of such claim
     will receive a pro rata share of the Unsecured Claim
     Distribution Fund.  Class 2 Claim total approximately
     $8,750,000.

   * Class 3 Unsecured Claims.  Holder of those claims will
     receive a pro rata share of the Unsecured Claim Distribution
     Fund.  Class 3 Claims total approximately $3,718,000.

   * Class 4 Interests in the Debtor. All Class 4 Interests will
     be deemed cancelled on the Plan Effective Date.

The Unsecured Claim Distribution Fund is in the amount of
$623,000.

Under the Plan, Molokai or its nominee will make available to fund
payments under the Plan or/and as working capital the sum of
$1,000,000, of which:

   -- $623,000 will be used to fund the Unsecured Claim
      Distribution Fund;

   -- $150,000 will be used to fund a separate reserve fund to be
      used to pay Allowed Administrative Claims;

   -- $227,000 will be made available to the New Managing Member
      for working capital needs of the Reorganized Debtor
      including to pay Priority Tax Claims, day to day operating
      expenses and capital improvements to the Inn.

Pursuant to the Plan, the Reorganized Debtor will amend and
restate its current Amended and Restated Operating Agreement dated
June 2008 as required by Molokai or its nominee in its sole
discretion. From and after the Effective Date of the Plan, Molokai
or its
nominee will be issued and will hold all of the Membership
Interests in the Reorganized Debtor.

A full-text copy of the Disclosure Statement dated July 1, 2011,
is available for free at
http://bankrupt.com/misc/OLDCOLONY_DSJul1.PDF

                         Deficient Filing

The Clerk of the Bankruptcy Court informed the Debtor that its
filing of the Disclosure Statement was deficient.  Accordingly,
the Debtor was required to file a motion to approve the disclosure
statement.

Saugus, Massachusetts-based Old Colony, LLC, dba The Inn At
Jackson Hole, filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 10-21100) on Oct. 11, 2010.  Donald F.
Farrell, Jr., Esq., at Anderson Aquino LLP, assists the Debtor in
its restructuring effort.  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Petition Date.


OLSEN AGRICULTURAL: Court Approves Agri-Business as Broker
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Olsen Agricultural Enterprises LLC to employ Agri-Business Real
Estate Services as its licensed real estate broker under an
exclusive listing agreement to sell the real property and
improvements located in Brownsville, Linn County, Oregon,
consisting of approximately 372.4 acres and commonly known as
the Koos Brownsville Farm.

The Debtor proposed to engage Terry Silbernagel of Agri-Business
to assist it in selling the Koos Brownsville Farm.  The Debtor has
selected Mr. Silbernagel of Agri-Business because he has
substantial experience in the marketing and sale of agricultural
properties in the Willamette Valley, explains Sanford R. Landress,
Esq., at Greene & Markley, P.C., in Portland, Oregon.

Agri-Business will be paid a commission equal to the lesser of (a)
5 percent of the purchase price, and (b) the amount that is the
difference between (i) the proceeds from the sale of the property
(net of amounts paid on account of escrow fees and other closing
costs payable by the Debtor in connection therewith), and (ii)
$1,500,000, payable in cash at the closing of the contemplated
sale transaction.

The Debtor assures the Court that Agri-Business is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code and does not represent or hold any interest
adverse to the interests of the estate or of any class of
creditors or equity security holders.

             About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC
operates an agricultural enterprise on roughly 7,762 acres of
owned and leased land located in Benton, Linn and Polk Counties.
Its business is comprised principally of three divisions: (a)
Olsen Seed Company, which produces and sells a variety of
grass seed and grains on 5,934 acres; (b) Olsen Agriculture, which
grows and sells peppermint, nursery stock, squash, hazelnuts and
blueberries on 1,334 acres; and (c) Olsen Family Vineyards, which
grows a variety of grapes on 494 acres and produces and sells
quality wines under the "Viridian" label as well as private
labels.

Olsen Agricultural Enterprises is the surviving entity of a merger
transaction that was consummated on June 1, 2011.  In the merger
transaction, Olsen Agricultural Company, Inc., an Oregon
corporation, Jenks-Olsen Land Co., an Oregon general partnership,
Olsen Vineyard Company, LLC, an Oregon limited liability company
and The Olsen Farms Family Limited Partnership were merged with
and into Olsen Agricultural Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  David A. Foraker, Esq., at
Greene & Markley, P.C., in Portland, Oregon, acts as the Debtor's
bankruptcy counsel.  Clyde A. Hamstreet & Associates, LLC, serves
as the Debtor's restructuring consultant and financial advisor.
Weatherford Thompson Cowgill Black & Schultz P.C. serves as its
special counsel.  Moss Adams LLP is the Debtor's tax accountants.

Mary Jo Heston, Esq., at Lane Powell PC, in Seattle, Washington,
represents the Official Committee of Unsecured Creditors.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Robin G. Olsen,
operations director.

For the fiscal year ended Dec. 31, 2010, OAC reported total
revenues of $6,428,880 and a net loss of $5,791,310.  At the time
of the merger, on a consolidated basis, the books and records of
OAC, JOLC and OVC reflected assets totaling $29.8 million and
liabilities totaling $37.2 million.  The fair market value of the
Debtor's assets, on a going concern basis, is roughly $50 million.


OLSEN AGRICULTURAL: Court Approves Green & Markley as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Olsen Agricultural Enterprises LLC to employ Greene & Markley,
P.C., as legal counsel.

According to the Troubled Company Reporter on June 23, 2011,
G&M rendered prepetition services to Olsen Agricultural Company,
Inc., the Debtor's predecessor, beginning March 31, 2011.

The Debtor will pay the firm on an hourly basis.  The current
hourly rates for those persons presently designated to work on the
Debtor's case are:

                                                  Hourly
         Name                  Status             Rate
         ----                  ------             ------
         David A. Foraker      Principal            $450
         Conde T. Cox          Of Counsel Attorney  $395
         Sanford R. Landress   Principal            $305
         Donald H. Grim        Associate Attorney   $225
         Corri Larsen          Legal Assistant      $160

Mr. Foraker attests that G&M is a disinterested person within the
meaning of section 101(14) of the Bankruptcy Code and does not
represent or hold any interest adverse to the interests of the
estate or of any class of creditors or equity security holders.

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011.  In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Robin G. Olsen,
operations director.


PALMDALE HILLS: Lehman Further Amends SunCal Plan
-------------------------------------------------
Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in Houston,
Texas, counsel to Lehman Brothers Holdings Inc., filed with the
U.S. Bankruptcy Court for the Southern District of New York a
supplemental declaration stating that on July 15, 2011, the Second
Amended Lehman/Trustee TD Plan and the Second Amended Lehman VD
Plan for the SunCal Debtors were amended.

The primary changes to the Amended Lehman Plans are:

  (a) Reliance Claims Identified and Definition Revised.  After
      the June 20, 2011 filings of the Lehman Plans the Official
      Committee of Unsecured Creditors in the SunCal Voluntary
      Cases objected, inter alia, that the holders of Reliance
      Claims should be identified, which was something that the
      Official Committee of Unsecured Creditors in the SunCal
      Involuntary Cases previously had requested, and argued
      that the "Reliance Claim" definition could be simplified.
      Because the definitional changes requested are
      non-substantive and clarify the pre-existing definition,
      they were adopted in whole and are set forth in the Third
      Amended Lehman Plans.  Because LCPI and its co-plan
      proponents now have sufficiently completed a review of
      proofs of claim and other information to provide a
      "Reliance Claim" list, they have included the list;

  (b) Revising the Executory Contract/Unexpired Lease Treatment.
      The California Bankruptcy Court and two creditors raised
      objections regarding the delay in the Lehman Plans with
      respect to addressing executory contracts.  The Third
      Amended Lehman Plans address these concerns;

  (c) Liquidating Trustee Identified for Plan in Voluntary
      Cases.  The SunCal Trustee previously agreed to serve as
      the liquidating trustee in the SunCal Involuntary Cases
      and subsequently agreed to also serve as the liquidating
      trustee in the SunCal Voluntary Cases.  The Second Amended
      Lehman VD Plan was accordingly amended; and

  (d) Clarify, Update and Clean Up.  A variety of requested
      clarifications, fixing of typographical errors, updating
      of figures, and additional minor revisions were made,
      including:

      * updating cash amounts and, thus, cash secured and
        deficiency claim amounts for LCPI, et al.;

      * amending the definition of Administrative Claims to
        address practical concerns;

      * ensuring LCPI's right to withdraw from the Third Amended
        Lehman Plans is explicit should circumstances change
        unrelated to the specified monetary conditions already
        set forth;

      * shortening the time to pay certain non-priority,
        unsecured claims, by a few weeks; and

      * clarifying the language as to when objections to
        Reliance Claim status must be brought.

Copies of the blacklined Third Amended Lehman Plans, which are
marked to reflect the changes made to the Second Amended Lehman
Plans are available for free at:

  http://bankrupt.com/misc/LBHI_3rdSunCalTDPlan_07182011.pdf
  http://bankrupt.com/misc/LBHI_3rdSunCalVDPlan_07182011.pdf

                 LBHI Committee Supports Motion

The Official Committee of Unsecured Creditors of appointed in the
Lehman Debtors' bankruptcy cases supports the Lehman Plans.

The Lehman Plans establish the best framework for preserving and
maximizing the prospects of a recovery by the Debtors in the
SunCal Debtors' bankruptcy cases, asserts Dennis Dunne, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York, on behalf of
the Lehman Creditors Committee.  He explains that the Lehman
Plans resolve the uncertainty attendant in litigating the
adversary proceedings involving the parties, and that if the
Lehman Plans are consummated, the Debtors will take title to the
SunCal Properties and will be able to obtain the best recovery
possible on account of their claims by either selling the SunCal
Properties or pursing development plans in connection therewith.

Mr. Dunne tells Judge Peck that the Lehman Creditors Committee
has been working with the Debtors and their advisors since the
beginning of the SunCal Debtors' Cases to address the numerous
legal and business issues that have arisen therein.  He notes
that the Lehman Creditors Committee has considered and approved
earlier versions of the Lehman Plans and has recently reaffirmed
its support for the modifications proposed in the Second Amended
Lehman/Trustee TD Plan and the Second Amended Lehman VD Plan.
The Lehman Creditors Committee, among other things, believes that
the slightly revised funding thresholds are reasonable.

                         *     *     *

Judge Peck authorized, but not directed, the Debtors to enter
into the Third Amended Lehman Plans and consummate all of the
transactions contemplated thereunder.

The Debtors are also authorized, but not directed, to make all
payments contemplated under the Third Amended Lehman/Trustee TD
Plan, provided that if, prior to that plan's effective date, the
Lehman Creditors' good faith estimate of the amount of the
funding the Lehman Creditors could be required to provide exceeds
$55 million, plus the amount of the administrative loans any of
them made after August 10, 2010, the Debtors will consult with
and obtain the consent of the Lehman Creditors Committee prior to
determining whether to consummate the Third Amended
Lehman/Trustee TD Plan.

The Debtors are further authorized, but not directed, to make all
payments contemplated under the SunCal VD Plan, provided that if,
prior to that plan's effective date, either (a) the Lehman
Lenders' good faith estimate of the amount of funding the Lehman
Lenders could be required to provide under the plan exceeds $22
million with respect to the Group I Debtors, or (b) the Lehman
Lenders' good faith estimate of "Allowed Senior Claims" exceeds
$3 million with respect to the Group II Debtors, the Debtors will
consult with and obtain the consent of the Lehman Creditors
Committee prior to determining whether to consummate the Third
Amended Lehman VD Plan.

LCPI or LBHI may cash bid in the SunCal Property Auction or any
market sale of the SunCal Properties, provided any cash bids are
subject to the business judgment of the Debtors' Board of
Directors and the consent of the Lehman Creditors Committee.
LBHI may provide for the LBHI Plan Funding, provided that the
allocation of costs and benefits between LBHI and LCPI in
connection with the funding of the Third Amended Lehman Plans is
preserved for determination at a later date.

Judge Peck also ruled that any and all pre- and postpetition
claims, rights and obligations that the Debtors may have against
each other in connection with the subject matter of the Motion or
the transactions contemplated by the Lehman Plans and the SunCal
Plans are fully preserved and will not be prejudiced by the entry
of this Order.  The allocation of costs and benefits between or
among the Debtors and non-Debtor affiliates in connection with
the SunCal Plans is preserved.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                    About Lehman Brothers

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

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

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

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

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

On Sept. 19, 2008, the Honorable Gerard E. Lynch 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)


PERKINS & MARIE: Shuts Down Second Las Vegas Store Location
-----------------------------------------------------------
Vegas Inc. reports that Perkins & Marie Callender's Inc. has
closed a second Las Vegas location at 4800 S. Eastern Ave., near
Tropicana Avenue as it works to trim costs.  The Company
reiterated a statement by CEO J. Trungale that, "the process of
identifying underperforming locations remains ongoing and will
continue throughout the Chapter 11 case."  Employees were notified
of the impending closure last month and were given the opportunity
and encouraged to apply for positions at other Marie Callender's
locations, a spokeswoman said.

                 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.


PFG ASPEN: Seeks Sept. 14 Extension of Confirmation Deadline
------------------------------------------------------------
PFG AspenWalk LLC asks the U.S. Bankruptcy Court the District of
Minnesota to extend the deadline to obtain confirmation of its
amended Chapter 11 plan from Aug. 1, 2011, to Sept. 14, 2011.

The Debtor tells the Court that there is a need to extend the
deadline because of the additional hearing dates required by the
City Council on the Debtor's application for Final Planned Unit
Development approval.

The Debtor relates that the City Council City Council reserved
hearing dates for August 8, 2011, August 22, 2011, and September
12, 2011, for presentation and public comment.

According to the Debtor, by obtaining Final PUD Approval, the
Debtor will have increased substantially the value of the
Development Property and the Rental Property, which will benefit
all creditors and result in the Debtor's new financing and payment
to all creditors under the provisions of the Amended Plan.

Minneapolis, Minnesota-based PFG AspenWalk, LLC, is a Delaware
limited liability company whose primary assets consist of real
property located at 404 Park Avenue, Aspen, Pitkin County,
Colorado.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case No. 10-47089) on Sept. 23, 2010.  Attorneys
at at Leonard Street & Deinard P.A., in Minneapolis, Minnesota,
assist the Debtor in its restructuring effort.  According to its
schedules, the Debtor disclosed $12,004,580 in total assets and
$7,535,608 in total liabilities as of the Petition Date.


PHILADELPHIA ORCHESTRA: Pension Fund Has Go-Signal for Discovery
----------------------------------------------------------------
Bankruptcy Judge Eric L. Frank authorized The American Federation
of Musicians & Employers' Pension Fund to conduct examination and
request for production of documents from The Philadelphia
Orchestra Association.

"[I]it is appropriate to attempt to fashion a sequential discovery
process that does not impose an undue burden on the Debtor, but
that will nonetheless provide relevant information to the Pension
Fund in a timely fashion (taking into account the potential for
litigation in the near future that may have to be completed within
a compressed time frame)," Judge Frank wrote in his July 25, 2011
Order, a copy of which is available at http://is.gd/efkRxafrom
Leagle.com.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the pension fund sought the documents in June given
the orchestra's intention to withdraw from the multi-employer
pension plan.  Withdrawal would bring on a liability of $23
million, which the pension fund said would make it the orchestra's
largest creditor.  The pension plan wanted broad access to
documents to determine if the orchestra's endowment and gifts
could be used to satisfy withdrawal liability.

According to the Bloomberg report, the bankruptcy judge told the
orchestra to give the pension plan by July 28 the requested
documents already given to the musicians' union and the creditors'
committee.  If the pension plan wants more documents, it can file
a request by Aug. 5.  The court will hold another hearing Aug. 10.

From the outset, the orchestra said it needs relief from pension
obligations, a new lease with the Kimmel Center where it performs,
and a new union contract with musicians.

Noting that Bankruptcy Code allows broad discretion in such
decisions, and is "designed to permit interested parties to
'discover assets, examin[e] transactions, and determin[e] whether
wrongdoing has occurred,' " Judge Eric L. Frank issued a ruling
Monday that allows the union access to documents already provided
to other interested parties in the case, plus a mechanism for
requesting additional documents later, according to Inquirer Music
Critic.

                 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.  Reed Smith LLP serves as the Committee's
counsel.  Deloitte Financial Advisory Services LLP serves as
financial advisors to the Committee.


PHILADELPHIA ORCHESTRA: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
The Philadelphia Orchestra Association filed with the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $671,417
  B. Personal Property           $15,278,603
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $704,033
                                 -----------      -----------
        TOTAL                    $15,950,020         $704,033

A copy of The Philadelphia Orchestra's SAL is available at:

   http://bankrupt.com/misc/philadelphiaorchestra.schedules.pdf

                        Academy of Music

An affiliate, Academy of Music of Philadelphia, Inc., also filed
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,240,585
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $340,152
                                 -----------      -----------
        TOTAL                     $1,240,585         $340,152

A copy of Academy of Music's SAL is available at:

      http://bankrupt.com/misc/academyofmusic.schedules.pdf

                 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.  Reed Smith LLP serves as the Committee's
counsel.


PHILADELPHIA ORCHESTRA: Wants Plan Exclusivity Extended to Nov. 12
------------------------------------------------------------------
The Philadelphia Orchestra and Academy of Music of Philadelphia,
Inc., ask the U.S. Bankruptcy Court for the District of
Pennsylvania to extend its exclusive periods (i) to file a plan
until Nov. 12, 2011, and (ii) to solicit acceptances of that plan
until Jan. 11, 2012.

The Debtors' initial Exclusive Filing Period will expire on Aug.
14, 2011, and the Debtors' initial Exclusive Solicitation Period
will expire on Oct. 13, 2011, absent an extension.

The Debtors state that their cases have been pending for only
three months, and given the challenges they have faced and the
progress made to date, the extension of their exclusive periods is
warranted.  Further, the requested extensions will not prejudice
the legitimate interests of any creditor.

                 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.  Reed Smith LLP serves as the Committee's
counsel.


PHILADELPHIA ORCHESTRA: Wants Until Nov. 12 to Decide on Leases
---------------------------------------------------------------
The Philadelphia Orchestra Association and Academy of Music of
Philadelphia, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to extend until Nov. 12, 2011, the time
to assume or reject any of the unexpired leases, subleases or
other agreements of nonresidential real property.

The Debtors relate that the requested extension affords them
maximum flexibility in seeking to implement their long-term plan
and successfully reorganize while preserving the lessors' rights
under the Bankruptcy Code.

                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.  Reed Smith LLP serves as the Committee's
counsel.


PHILLIPS PLASTICS: S&P Assigns Prelim. 'B' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Hudson, Wisc.-based Phillips Plastics
Corp. "At the same time, we assigned a preliminary 'B' issue-level
rating and a preliminary '3' recovery rating to Phillips $245
million senior secured credit facility. The facility consists of
a $45 million revolving credit facility due 2016 and a $200
million term loan B due 2017. The senior credit facility also has
an incremental facility that provides the company with the ability
to upsize the term loan by $60 million," S&P related.

"The low speculative-grade rating on Phillips Plastics Corp.
reflects our view that the company will maintain an aggressive
financial risk profile that is characteristic of sponsor-owned
companies," said Standard & Poor's credit analyst Michael Berrian.
In addition, notwithstanding the relatively substantial Medisize
acquisition, Phillips' business risk profile will remain
weak, based on its still-relatively limited position in the
competitive and fragmented field of outsourced contract
manufacturing.

Phillips' aggressive financial risk profile reflects its ownership
by financial sponsor Kohlberg & Co., following Kohlberg's December
2010 acquisition of the company. Pro forma for the acquisition of
Medisize, lease-adjusted leverage will exceed 5x, and funds from
operations to total debt will be relatively thin at about 11%. "We
believe that the company can use its limited free operating cash
flow to modestly reduce leverage to less than 5x over the next 12
to 18 months. Still, sustained debt reduction could be compromised
by additional bolt-on acquisitions as the company seeks to expand
its geographic footprint and/or expand its manufacturing
capabilities," S&P said.

Phillips' weak business risk profile reflects its relatively small
size as an outsourced contract manufacturer. Its ability to
provide pre-production (13% of revenues) and production (87% of
revenues) services to the medical and commercial industries will
be broadened with Medisize's European focus. Pro forma for the
acquisition of Medisize, medical segment sales, which are
somewhat recession-resistant, will be 72% of total revenues.
However, with 28% of sales through its commercial segment,
Phillips still retains exposure to highly cyclical industries that
can affect sales growth and margins.

Moreover, the combined company still will only be the fifth
largest contract manufacturer (in terms of revenue) among ten
peers, and is smaller than direct competitor Accellent. While the
company does have three to five year contracts and long-standing
relationships with a blue-chip customer base, the relatively
small size of its revenue base leaves the company susceptible to
contract losses. Moreover, Phillips has one product that accounts
for 11.6% of revenues, so an adverse change in end-market demand
for that product could also weaken revenues and profitability.
While industry data suggested that outsourcing to contract
manufacturers is expected to grow at double-digit rates, the
threat of customers in-sourcing manufacturing remains an issue.


PRECISION DRILLING: S&P Assigns 'BB+' Rating to $300MM Sr. Debt
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' issue-level
debt rating and '4' recovery rating to Calgary, Alta.-based
Precision Drilling Corp.'s proposed $300 million senior unsecured
debt issue due 2021. "The '4' recovery rating indicates our
expectation of average (30%-50%) recovery in the event of
Default," S&P said.

"Proceeds from this bond issue will likely fund continued fleet
growth, as the company strives to meet growing services demand in
the strengthening North American oil and gas industry," said
Standard & Poor's credit analyst Michelle Dathorne. "Although debt
levels are rising, 2011 day rates are strengthening relative to
those of 2009 and 2010; therefore, we expect operating cash flows
to strengthen in 2011 and 2012. As a result, we expect Precision's
cash flow protection metrics, specifically its funds from
operations to debt, to remain above the threshold we established
for our 'BB+' corporate credit rating," Ms. Dathorne added.

"In our simulated default analysis, we believe the most likely
default scenario for Precision would be a sustained period of weak
crude oil and North American natural gas prices, with a
corresponding sharp decline in capital spending by exploration and
production companies. At such a cyclical trough, we expect a
dramatic reduction in oilfield services revenues and cash flows,
as well as operating margin compression. In addition, industry use
would fall. The resulting rig oversupply would increase
competitive pressures and trigger large-scale day rate reductions.
Our simulated default scenario assumes the company's cash flows
would decrease such that it would be unable to meet its
debt servicing obligations," S&P related.

The ratings on Precision reflect Standard & Poor's opinion of the
company's participation in the cyclical and highly volatile
oilfield services sector, and the diminished cash flow generation
profile associated with the current weak outlook for natural gas
exploration and production. "We believe Precision's ability to
secure long-term contracts for its tier one rigs, good cost
management, the size and expanded geographic diversification of
its drilling and service rig fleet, and the large number of rigs
with deep drilling capabilities in the U.S. and Western Canada's
Sedimentary Basin markets are positive offsetting factors to the
industry fundamentals that weaken the company's credit profile,"
S&P added.

Ratings List
Precision Drilling Corp.
Corporate credit rating                      BB+/Stable/-

Rating Assigned
Prop $300 mil. sr. unsec. debt due 2021    BB+
  Recovery rating                             4


PREMIER GOLF: Plan Disclosures Hearing Today
--------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on July 28, 2011, at 10:00 a.m., to
consider approval of the disclosure statement explaining the
Chapter 11 plan filed by Premier Golf Properties, LP.

As reported by the Troubled Company Reporter on June 16, 2011,
performance of the Plan will be accomplished by way of refinancing
all or a portion of the real property owned by the Debtor.  The
Debtor will devote its best efforts to continue to obtain the
requisite governmental approvals to commence sand extraction and
wetlands mitigation credits marketing.  The Plan provides for the
creation of four classes of secured creditors, two classes of
unsecured creditors and an administrative expense class.  Full-
text copies of the disclosure statement are available for free at:

            http://bankrupt.com/misc/PREMIER_DS.pdf
          http://bankrupt.com/misc/PREMIER_PLAN.pdf

                   Disclosure Statement Objections

Acting U.S. Trustee Tiffany L. Carroll and Far East National Bank
filed objections to the disclosure statement.

The Acting U.S. Trustee complains that the disclosure statement
fails to contain adequate information on the description and value
of assets; real estate taxes; the Yamaha litigation; the Debtor's
anticipated future financial condition; cash collateral; payment
to insiders; and liquidation analysis, among other things.

Far East asserts that the disclosure statement is internally
inconsistent (e.g. 27 holes or 36 holes); confusing (e.g. when are
revenues from the new operations going to be produced, at what
cost); contains large sections wholly irrelevant to Debtor's Plan;
affirmatively misstates the cause of the financial difficulty,
omits the existence of the State Court ruling contradicting
Debtor's account of the history leading up to the filing of the
petition; and materially misstates, by omission and inaccuracy,
the material financial facts relevant to any interested party,
including any information about costs, timing or sources of
funding required for the proposed new operations.  It entirely
omits all historical results, Far East says.  It obfuscates, Far
East adds, the omission of  essential facts, including that net
income fell in 5 of the 7 years, including the last year, prior to
the Debtor's petition, by introduction of entirely new, wholly
speculative, new business operations, and fails to give interested
parties the required information necessary to evaluate those
proposals.  No
requisite time frames for required cash flow are given, and no
source of refinancing, the sine qua non of the Plan, is identified
or even suggested, Far East contends.  The Plan has major defects
which would prevent its confirmation, and its feasibility is
highly questionable, Far East says.

To this end, both objectors ask the Court to deny approval of the
disclosure statement.

                 About Premier Golf Properties, LP

El Cajon, California-based, Premier Golf Properties, LP dba
Cottonwood Golf Club filed for Chapter 11 protection (Bankr. S.D.
Calif. Case No. 11-07388) on May 2, 2011.  Peter W. Bowie  is
presiding the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian represents the Debtor.  The Debtor estimated assets and
liabilities at $10 million to $50 million.


QUAD/GRAPHICS INC: Moody's Rates Credit Facilities at 'Ba2'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Quad/Graphics,
Inc.'s new senior secured credit facilities (comprised of an $850
million 5-year revolving term loan, a $450 million 5-year term
loan A, and a $200 million 7-year term loan B) and revised the
company's rating outlook to positive from stable. The transaction
is credit-positive as committed un-drawn liquidity is augmented
and as the weighted average term-to-maturity of the company's debt
is extended. In conjunction with expectations that the continued
integration of the former World Color will yield further EBITDA
gains, the liquidity enhancement plus the anticipation that free
cash flow will be applied towards debt reduction prompted the
outlook revision. Otherwise, the refinance transaction is neutral
to Quad's credit profile as outstanding debt remains unchanged.
Accordingly, Quad's corporate family and probability of default
ratings (CFR and PDR respectively) were affirmed at Ba2 and all
instrument ratings were also affirmed (see below; ratings on the
existing credit facility will be withdrawn in the normal course).
Also, Quad's speculative grade liquidity rating remains unchanged
at SGL-2 (good).

Issuer: Quad/Graphics, Inc.

Assignments:

Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3, 47%)

Outlook Actions:

   -- Outlook, Changed to Positive from Stable

   -- Corporate Family Rating, Unchanged at Ba2

   -- Probability of Default Rating, Unchanged at Ba2

   -- Speculative Grade Liquidity Rating, Unchanged at SGL-2

RATINGS RATIONALE

Quad's Ba2 CFR/PDR is based on moderate leverage, solid margins,
good liquidity arrangements, and expectations that free cash flow
will improve with the successful integration of World Color. Quad
acquired World Color in July 2010, and is in the midst of
integration efforts. With significant redundant operations and
assets, Quad has an opportunity to materially recalibrate the
combined entity's cost structure and is replicating this strategy
on a smaller scale in Mexico, having recently announced a trade of
most of its Canadian assets for a stable of Mexican assets.
Consequently, while industry fundamentals are quite poor -- with
capacity utilization and industrial production value languishing
at recessionary lows, Moody's expects industry-wide revenue growth
to be less than the rate of GDP expansion -- Quad has a good
opportunity to increase its EBITDA by reducing costs without
impairing its revenue-generating capacity. Since the World Color
transition is transformational and proportionately large - World
Color was +/- 70% larger than Quad and the +/- 5% of pro forma
Revenue estimated synergies figure is quite large - caution
continues to be warranted. However, while it may be too early to
confidently predict steady state cash flow, Moody's is optimistic
that a solid proportion of synergy benefits will be realized and,
with a combination of expanding EBITDA and debt repayment, there
is reasonable potential of credit metrics improving significantly
over the next two years.

Rating Outlook

The outlook is positive based on expectations that the continued
integration of the former World Color will yield EBITDA gains and,
together with free cash flow being applied towards debt repayment,
leverage and coverage will improve over the next several quarters.

What Could Change the Rating - Up

While the outlook is positive, potential upgrade actions are not
imminent. Given solid liquidity, a rating upgrade may be
considered if (RCF-CapEx)/TD were expected to be sustained above
10.0% while (EBITDA-CapEx)/IntExp was to be above 3.75x (measures
include Moody's standard adjustments). A rating upgrade would also
involve certainty concerning dividend plans.

What Could Change the Rating - Down

We would consider a downgrade if free cash flow generation was
expected to be nominal and (RCF-CapEx)/Debt were expected to be
sustained below +/- 5.0% and (EBITDA-CapEx)/IntExp was less than
2.75x (measures include Moody's standard adjustments). A
significant debt-financed acquisition and/or adverse liquidity
developments could also result in downward rating pressure.

Quad'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 Quad's core industry and
believes Quad's ratings are comparable to those of other issuers
with similar credit risk. 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.

Corporate Profile

Headquartered in Sussex, Wisconsin, Quad/Graphics, Inc. (Quad) is
a publicly traded leading North American commercial printing
company. Pro forma annual revenues are in the $4.8 billion range.


RANCHO MALIBU: Plan Denied Confirmation; Case Converted to Ch. 7
----------------------------------------------------------------
Judge Geraldine Mund has denied confirmation of Rancho Malibu,
LLC's Chapter 11 plan of reorganization and orders that the case
is converted to Chapter 7 effective Aug. 19, 2011.

As reported in the Troubled Company Reporter on April 21, 2011,
under the Plan, the Debtor was to distribute $125,000 in cash
proceeds, which it received from a Court-approved global
settlement entered with its former secured creditor, East West
Bank.

Malibu, California-based Rancho Malibu, LLC, filed for Chapter 11
protection (Bankr. C.D. Calif. Case No. 10-18138) on July 6, 2010.
Weintraub & Selth, APC, represents the Debtor.  The Debtor
estimates assets and debts at $10 million to $50 million.


RASER TECHNOLOGIES: Reaches Deal With Creditor to Avoid Rival Plan
------------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Raser Technologies
Inc. reached an agreement Tuesday in Delaware with a disgruntled
creditor to fend off a potential competing reorganization plan,
clearing the way for the geothermal energy company to move forward
swiftly on its own plan.

Law360 relates that Evergreen-FE Lightning Dock LLC, the chief
creditor to Raser's stalled Lightning Dock geothermal project in
New Mexico, moved Monday to terminate the debtor's exclusivity and
propose its own plan to pay back Lightning Dock's creditors.

                      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.


REMINGTON RANCH: Court Converts Case to Chapter 7 Liquidation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has granted
the motion of Remington Ranch, LLC, made orally on June 29, 2011,
to convert its Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code.

Michael B. Batlan, POB 3729, Salem, OR 97302, is appointed interim
trustee of this estate.

Under 11 U.S.C. 1112, the Debtor-in-Possession is eligible to be a
debtor under Chapter 7 of Title 11 because: (a) the Debtor is a
DIP; (b) the case was commenced as a voluntary Petition; and (3)
this case has not been converted from a case under any chapter of
title 11.

                       About Remington Ranch

Powell Butte, Oregon-based Remington Ranch, LLC, is a property
developer.  It also goes by the name Coyote Basin Development,
LLC, Seven Peaks, LLC, and Red Rock LLC.  It filed for Chapter 11
bankruptcy protection (Bankr. D. Ore. Case No. 10-30406) on Jan.
21, 2010, Judge Elizabeth L. Perris presiding.  The Debtor
disclosed $29,298,544 in assets and $32,453,284 in liabilities as
of the Petition Date.  Attorneys at Cable Huston Benedict
Haagensen & Lloyd LLP, in Portland, Oregon, serve as bankruptcy
counsel.


ROCHA DAIRY: Wants to Hire Deagle Ames as Accountant
----------------------------------------------------
Rocha Dairy LLC aka Rocha Farms asks the U.S. Bankruptcy Court for
the District of Idaho for permission to employ Deagle, Ames & Co.
as its accountant.

The firm will:

   a) establish a bookkeeping system that complies with the order
      of this Court in relationship to accounting procedures;

   b) prepare and file Debtor's income tax returns for current and
      previous years, and preparing any returns required to be
      filed during the pendency of this Chapter 11 bankruptcy;
      and

   c) perform any other accounting services necessary or required
      by the debtor in the operation of its business to ensure
      compliance with the operating guidelines established for a
      Chapter 11 bankruptcy.

The firm will charge $192 per hour for accounting services, and
between $100 and $112 per hour for bookkeeping/data entry
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 Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Elcidio Rocha, member.


ROCHA DAIRY: Committee Taps May Browning as Counsel
---------------------------------------------------
The Official Committee of Unsecured Creditors of Rocha Dairy LLC
aka Rocha Farms asks the U.S. Bankruptcy Court for the District of
Idaho for permission to retain May Browning & May as its counsel
to consult with the Debtor and its counsel concerning
administration of the case.

The members of the Committee are:

   a. Troy Chandler, Farmore of Idaho
   b. Lonnie Lowder, Blue Mud, Inc.
   c. David Silva, High Mountain Hay
   d. Chancey Standlee, Standlee Hay Company
   e. Cindy Wiersema, Kurt Wiersema Trucking.

J. Justin May will charge $225 per hour and the firm's associates
charge $150 per hour and paralegal bills between $60 and $80 per
hour.

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

                      About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Elcidio Rocha, member.


ROTHSTEIN ROSENFELDT: Trustee Sues TD Bank for Role in Fraud
------------------------------------------------------------
Herbert Stettin, the Chapter 11 trustee liquidating Scott
Rothstein's law firm, Rothstein Rosenfeldt Adler PA, filed a
lawsuit against Toronto-Dominion Bank for allegedly not only
ignoring numerous red flags raised by Mr. Rothstein's banking
practices but for also allowing Mr. Rothstein's $1.2 billion-plus
fraud to grow as big and last as long as it did.

"TD Bank played a central role in this massive fraud by giving
Rothstein's settlement program the appearance of legitimacy,"
Mr. Stettin said in court papers, according to reporting by Dow
Jones' Daily Bankruptcy Review.  "Without TD Bank's active
participation in concert with Rothstein, the Ponzi scheme would
not have grown so large nor lasted so long."

Bloomberg News notes the complaint, filed this week, contains
claims based on receipt of preferences and fraudulent transfers
under federal and state law.  In addition, there are claims
including breach of fiduciary duty, unjust enrichment, and wire
transfer liability.  The bank said it would defend against the
suit vigorously.

DBR relates that the trustee, among others, alleges that Mr.
Rothstein's law firm started off as a small TD Bank customer with
three accounts but later opened 26, making the law firm a "VIP
client" entitled to such special privileges as priority processing
of wire transfers.  Mr. Stettin said the large amounts of money
flowing in and out did signify, or should have, that these were
not in fact legal fees or other legitimate revenues generated by
the young, midsize, local law firm that had no big legal victories
to its name.

"In essence, TD Bank completely ignored the obvious -- that the
RRA trust accounts were being used in a manner inconsistent with
law firm trust account activity and the normal practices and
operations of a law firm," Mr. Stettin said.

DBR says Mr. Stettin seeks to recover about $10 million in funds
he says the law firm fraudulently transferred to TD Bank as well
as an unspecified amount of damages for the bank's alleged breach
of fiduciary duty and negligence.  Any recovered proceeds would go
toward the law firm's creditors.

According to DBR, a TD Bank spokeswoman said in an e-mail Tuesday
that the bank is reviewing the lawsuit, against which it plans to
"aggressively defend itself."

                    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.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RUTHERFORD CONSTRUCTION: Court Denies Access to Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
denied the request of Rutherford Construction, Inc. to use cash
collateral.

The Debtor is prohibited and enjoined from using the rents and
profits from the Debtor's real property known as Lots 27-42,
Section 2, Enchanted View Estates, in Fisherville, Virginia, for
any purposes absent prior authorization of the Court or the
express written authorization of Virginia Business Bank.

VBB earlier objected to the use of the cash collateral and the
Court sustained VBB's objection.

The Court's ruling is without prejudice to the Debtor's right to
seek further relief in the future.

                About Rutherford Construction, Inc.

Fishersville, Virginia-based, Rutherford Construction, Inc., filed
for Chapter 11 protection (Bankr. W.D. Va. Case No. 11-50346) on
March 15, 2011.  George I. Vogel, II, Esq., at Vogel & Cromwell
represents the Debtor in its restructuring effort.  The Debtor
disclosed $10,667,204 in assets and $15,282,384 in liabilities as
of the Chapter 11 filing.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
three members to the official committee of unsecured creditors in
the Debtor's cases.


SANTA ROSA: S&P Cuts Long-term Rating on Toll Revenue Bonds to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'D' from 'CC' on Santa Rosa Bay Bridge Authority, Fla.'s series
1996 toll revenue bonds. The issuer did not make the July 1, 2011
debt service payment. The outlook is not meaningful.


SBARRO INC: Committee Wins Nod to Compel E&Y to Send Report
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee in Sbarro Inc.'s Chapter 11
cases was given the right by the bankruptcy judge in New York to
compel the accounting firm Ernst & Young LLP to turn over a
quality of earnings report it prepared for Ares Management LLC, a
prospective investor.  Although Ares consented, E&Y wouldn't turn
over the documents unless each member of the creditors' committee
signed a confidentiality agreement and agreed to indemnify the
accounting firm.  The bankruptcy judge compelled turnover without
the conditions.

Mr. Rochelle notes that the lender for the Chapter 11 case
originally required filing a Chapter 11 plan by July 3.  The
deadline was extended to July 21 and later to July 30, a court
filing says.

The bankruptcy court, according to Mr. Rochelle, extended Sbarro's
exclusive right to propose a reorganization plan until Oct. 13.
Sbarro said in asking for more exclusivity that a steering
committee for first-lien lenders had "recently" made a
"preliminary proposal" for a "restructuring transaction."

                        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.
In May 2011, the company dropped the prepackaged plan, saying it
had an offer at a higher value from what it called a "qualified
bidder."  Sbarro said its investment advisers are scouring the
market for other potential purchasers.

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.


SBARRO INC: Exclusive Period to File Plan Extended to Dec. 31
-------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Sbarro's motion to extend the exclusive period during which the
Company can file a Chapter 11 plan and solicit acceptances thereof
through and including Oct. 31, 2011 and Dec. 31, 2011,
respectively.

As previously reported, Sbarro had originally requested the
extensions be effective through and including November 30, 2011
and January 29, 2012, respectively.

                        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.


SEDRA FAMILY: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sedra Family Limited Partnership
        4750 N. Federal Highway, #100
        Fort Lauderdale, FL 33308

Bankruptcy Case No.: 11-30628

Chapter 11 Petition Date: July 25, 2011

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

Judge: John K. Olson

Debtor's Counsel: David A. Ray, Esq.
                  HOUGH LAW GROUP, PA
                  2450 Hollywood Boulevard, #706
                  Hollywood, FL 33020
                  Tel: (954) 239-4760
                  E-mail: dray@houghlawgroup.com

Scheduled Assets: $2,700,460

Scheduled Debts: $2,068,096

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-30628.pdf

The petition was signed by Magda Sedra, manager.


SEQUOIA PARTNERS: Committee Opposes Extension of Exclusivity
------------------------------------------------------------
Sequoia Partners, LLC, asks the U.S. Bankruptcy Court for the
District of Oregon to further extend its exclusive period and the
deadline for it to assume or reject unexpired leases of
nonresidential real property until and through Oct. 25, 2011.
Debtor tells the Court that this further extension will allow the
parties time to continue their efforts to reach a global
settlement with creditors.

Sequoia's exclusivity period will expire on July 27, 2011.  This
is Sequoia's second request for an extension of its exclusivity
period.

Upon Sequoia's prior motion, the Court extended the deadline to
assume or reject unexpired leases pursuant to 11 U.S.C. Section
365(d)(4) from April 28, 2011, to July 27, 2011.  Sequoia says
that if it was required to assume leases at this stage of the
case, the estate may become unnecessarily exposed to
administrative claims, and if it was forced to reject leases, it
may adversely affect the parties' plan negotiation and settlement
process. The court may extend this deadline for cause.

The Unsecured Creditors Committee objects to the requested
extensions for the following reasons:

A. Extension of Exclusivity Period

  -- no progress has been made in the one-month period since the
     last mediation conference which was held on June 23, 2011.

  -- the Debtor has failed to pay both the insurance premiums and
     tax bills that have become due on the Paradise Ranch
     property.

  -- the additional three month extension without information on
     the Debtor's plan, and the feasibility of that plan, is
     unlikely to lead to a global settlement in this case.

The Committee believes it would be more prudent to limit the
extension to 45 days.

B. Extension of Time to Assume or Reject Unexpired Leases

  -- the bankruptcy code states that a second extension of
     this period may only be granted with the prior written
     consent of each lessor, evidence of which Debtor has not been
     submitted.

  -- it is unclear under Debtor's Schedule G which leases are
     subject to the Debtor's motion.  It would be helpful if the
     Debtor would identify 1) the residential or non residential
     nature and 2) whether the debtor is the lessor or lessee for
     each of the leases listed on it Schedule G.

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt,
in Portland, Oregon, serves as the Debtor's bankruptcy counsel.
Beowulf Consulting, LLC, serves as accountant.  The Debtor
estimated assets at $50 million to $100 million and debts at $10
million to $50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.   The
Committee tapped Douglas R. Schultz, Esq., and Cassie K. Jones,
Esq., at Gleaves Swearingen Potter & Scott LLP, in Eugene, Oregon,
as its counsel.


SEQUOIA PARTNERS: Court Approves Swearingen as Committee's Counsel
------------------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon has authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of Sequoia Partners,
LLC, to retain Douglas R. Schultz and Cassie K. Jones and the law
firm of Gleaves Swearingen Potter & Scott LLP as its counsel, nunc
pro tunc to Apr. 25, 2011.

The firm will, among other things:

   -- advise and consult with the Committee concerning questions
      arising in the conduct of the administration of the estate
      and concerning the Committee's rights and remedies with
      regard to the estate's assets and the claims of secured,
      priority and unsecured creditors and other parties in
      interest;

   -- appear for, prosecute, defend and represent the Committee's
      interest in proceedings arising in or related to this case;
      and

   -- assist the Committee in evaluation of any proposed
      disclosure statement or plan of reorganization.

The hourly rates of the firm's personnel are:

         Partners                 $245 - $375
         Associates               $110 - $190
         Paraprofessionals         $50 - $160
         Law Clerks                   $60

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.

The firm can be reached at:

         GLEAVES SWEARINGEN POTTER & SCOTT LLP
         P.O. Box 1147
         Eugene, OR 97440
         Tel: (541) 686-8833

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, serves as accountant.  The Debtor estimated
assets at $50 million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.   The
Committee tapped Douglas R. Schultz and Cassie K. Jones and the
law firm of Gleaves Swearingen Potter & Scott LLP as its counsel.


SHOPPES OF LAKESIDE: Reaches Deal With Heartwood, et al., on Plan
-----------------------------------------------------------------
Shoppes of Lakeside, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida to approve a stipulation amending the
proposed Chapter 11 Plan.

The stipulation was entered among the Debtor, creditors Heartwood
88, LLC, Fidelity Tax LLC, and Mike Hogan, tax collector.

The stipulation provides that:

1. The Debtor will amend the Chapter 11 Plan to add Class 25,
which will provide that the Debtor will pay the secured claims of
Heartwood 88, totaling $31,139 in full together with the interest
at a rate of 6% in equal monthly installments over a period of 60
months.  Payments to Heartwood will be principal and interest of
$602 per month.  Heartwood will retain its lien on the real
property and its right for tax deed sale relief in the event the
Debtor fails to pay Heartwood in accordance with the terms of the
Plan.

2. The other terms of the Debtor's Chapter Plan remain unchanged.

3. Heartwood will withdraw any pending motion for relief from
stay, withdraw any objection to confirmation and vote to accept
the Debtor's Chapter 11 Plan.

4. Heartwood and Fidelity will withdraw Claims 9,14, and 15 as
these claims relate to real property not owned by the Debtor and
which real property in not included in property of the Debtor's
bankruptcy estate.  Accordingly, the Plan will have no effect on
Heartwood's or Fidelity's tax liens or tax certificates on real
property which relate to Claims 9, 14 and 15.

                  About Shoppes of Lakeside, Inc.

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., filed for
Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. M.D.
Fla. Case No. 10-05199).  Bryan K. Mickler, Esq., who has an
office in Jacksonville, Florida, assisted the Company in its
restructuring effort.  The Company disclosed $39,894,050 in assets
and $37,748,101 in liabilities.

The Debtors Plan provides for, among other things (i) General
Unsecured Creditors will receive a distribution of 100% of their
allowed claims; and after the effective date of the Plan, the
directors, officers, and voting trustees of the Debtor, any of its
affiliate participating in a joint Plan, or its successor under
the Plan will be Chris Hionides.  Mr. Hionides is the current
president of the Debtor.  As post-confirmation manager of the
Debtor, he will not receive any compensation until all other
classes are paid in full.


SOUTH EDGE: Ch.11 Trustee to Tap Piercy Bowler for Tax Services
---------------------------------------------------------------
Cynthia Nelson, Chapter 11 Trustee for the bankruptcy estate of
South Edge, LLC, seeks permission from the U.S. Bankruptcy Court
of the District of Nevada to hire Piercy Bowler & Kern, nunc pro
tunc to July 1, 2011.

PBT&K will be rendering tax return preparation services for the
Trustee.

The firm's hourly billing rates are:

            Principals           $300 to $410
            Managers             $205 to $235
            Senior Associates    $125 to $180
            Staff Associates     $100 to $125

The firm estimates that its fees for providing tax preparation
services and related advice will range from $1,400 to $8,000.

Michael Kern of PBT&K assures the Court that his firm and its
professionals do not hold or represent and have not previously
held or represented any interest adverse to the Debtor's estate.
                          About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTH EDGE: Trustee Can Tap $4MM Portion of Homebuilders' Loan
--------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Newswires, reports that
Judge Bruce A. Markell permitted the Chapter 11 trustee for South
Edge LLC to tap $4 million of the $21.4 million bankruptcy loan
provided by home builders KB Home, Beazer Homes USA Inc. and Toll
Brothers Inc.

Dow Jones notes the builders, who were among the legion of
lenders, contractors and developers involved in the massive
project, last month agreed to pay lenders as much as $340 million
to settle legal actions related to the failed project.  Dow Jones
relates the settlement, which has the backing of trustee Cynthia
Nelson, is expected to form the basis of a Chapter 11 exit plan
for South Edge.

Dow Jones recounts an affiliate of John Ritter's Focus Property
Group, a Nevada-based land-development company, had balked at the
financing pact, claiming it would allow the builders to
"effectively lock in" the plan of reorganization.  Focus's lawyers
had argued while the plan may be good deal for the builders
because it reduces their exposure and insulates them from
litigation, it is not a good deal for Inspirada.

The report notes Focus and the home builders were allies in 2004
when they formed South Edge to purchase land for the 2,000-acre
Inspirada project in Henderson, Nevada, from the federal Bureau of
Land Management.  But the two sides fell out when the real-estate
bubble and the builders halted work on the project.

Judge Markell will consider whether the trustee can draw down the
remainder of the loan at a hearing scheduled for Aug. 12.

                        About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SPROUTS FARMER: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Phoenix-based Sprouts Farmers Markets Holdings
LLC. The outlook is stable.

"At the same time, we assigned our 'B+' bank loan rating and '4'
recovery rating to Sprouts' proposed $360 million senior secured
credit facility comprised of a $50 million revolving credit
facility due 2016 and a $310 million term loan due 2018," S&P
related.

The proceeds from the term loan along with an equity contribution
from Apollo Management were used to fund Sprouts' purchase of
Henry's Farmer Market and for Apollo to acquire a majority
interest in the combined company.

"The ratings reflect our expectations that Sprouts' continued
store expansion and same-store sales growth will lead to better
profits and credit metric enhancement," said Standard & Poor's
credit analyst Charles Pinson-Rose. "We view the company's
financial risk as highly leveraged, but do not expect to change
our assessment despite the expected profit growth. We consider
Sprouts' business profile weak, reflecting its participation in
the intensely competitive food retailing industry, lack of
diversity given its geographic concentration in the Southwestern
U.S., and an aggressive store expansion program."


SUNOCO INC: Fitch Downgrades IDR to 'BB+'; Outlook Stable
---------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
(IDR) and other ratings of Sunoco, Inc. to 'BB+' from 'BBB-'
following the recent completion of the SunCoke IPO.

The Ratings Outlook has been revised from Negative to Stable.

The main catalysts for the downgrade include:

   -- The reduced business diversification at Sunoco following the
      SunCoke spin-off and disposition of additional Sunoco
      refining and chemical assets;

   -- Tthe increasing structural subordination of debt at the
      parent level to debt at Sunoco Logistics Partners L.P (SXL;
      rated 'BBB', with a Stable Outlook by Fitch), both because
      assets and cash flows outside of SXL continue to decline in
      line with asset dispositions, and because Fitch anticipates
      that SXL is likely to be the main vehicle for the future
      growth of Sunoco and should therefore comprise an increasing
      percentage of the parent's overall earnings and cash flow.

Fitch also believes that a scenario where the company does not
significantly de-lever at the Sunoco level following the spin-off
is a distinct possibility.

The restructuring of the company has accelerated as Sunoco
continues to transition from a manufacturing-centered business
model to a distribution-centered business model. Following the
March 1 sale of the 170,000 barrels per day) (bpd) Toledo refinery
to a subsidiary of PBF Holding Company, Sunoco's total refining
capacity stood at just 505,000 bpd, a little over half of the
910,000 bpd capacity it had a few years ago. Fitch believes that
the sale or restructuring of Sunoco's remaining refining capacity
is a distinct possibility, including the Marcus Hook, PA refinery,
which still has a meaningful portion of mandatory EPA Consent
Decree capital expenditures associated with it.

Sunoco's recent financial performance has been good. As calculated
by Fitch, for the latest 12 months (LTM) ending March 31, 2011,
the company generated EBITDA of $1.16 billion, versus $598 million
in 2009, and had unadjusted debt-to-EBITDA of approximately 2.14
times (x) and funds from operations (FFO)-interest coverage of
6.7x.

Sunoco's free cash flow for this period was -$9 million. Despite a
weak first quarter, Fitch expects that Sunoco will be free cash
flow (FCF) positive in 2011 due to a combination of lower capex
requirements from its shrunken refining footprint, and reasonable
results in other sectors. Sunoco's weak first quarter results were
driven by unplanned maintenance at its Northeast refineries which
led to low utilization rates (74%), one-time costs related to the
relocation of SunCoke headquarters prior to the spin-off, and spot
coke purchases for 2011 shortfalls at the Indiana Harbor plant.
Note that the above leverage figures are not adjusted for SXL's
$1.1 billion of debt, which is fully consolidated on Sunoco's
balance sheet due to its ownership of SXL's controlling General
Partner stake despite Sunoco's less than 100% ownership stake.

Sunoco's liquidity was very robust at March 31, 2011 and totaled
approximately $2.9 billion (excluding SXL facilities), including
$1.48 billion of cash and equivalents and high availability on its
$1.2 billion revolver (due 2012) and $275 million accounts
receivable securitization facility (due 2011). Key revolver
financial covenants include a minimum tangible net worth (TNW)
requirement and a maximum consolidated net-debt-to-capitalization
ratio of 60%, both of which had ample headroom at March 31, 2011.
The net debt ratio is expected to improve further as proceeds are
received from the spin-off and other asset sales later this year.

SXL has separate $395 million and $63 million revolvers (due 2012
and 2011), with consolidated debt-to-EBITDA maximums of 4.75x and
4.5x, respectively. Pending Sunoco, Inc. maturities are manageable
and include a $250 million 4.875% note due 2014, $250 million of
9.63% notes due 2015, and $400 million of 5.75% notes due 2017.

Sunoco's ratings are supported by the company's remaining
portfolio of ratable, distribution based businesses -- Sunoco
logistics and retail, as well as remaining refining assets; the
company's currently high liquidity; and historically conservative
credit profile. Catalysts for positive ratings actions include
additional debt reductions at the Sunoco level and/or increases in
EBITDA at remaining businesses to support current debt levels.
Catalysts for future negative ratings actions include a major
leveraging transaction or other increases to the debt profile.

Fitch downgrades these:

   -- Issuer Default Rating (IDR) to 'BB+' from 'BBB-';

   -- Senior Unsecured Revolver and Notes to 'BB+';

   -- Subordinated Notes to 'BB' from 'BB+';

   -- Commercial Paper to 'B' from 'F3';

   -- Short-Term IDR to 'B' from 'F3';


SUNOCO INC: S&P Lowers CCR to 'BB+' on Completion of SunCoke IPO
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Sunoco Inc. to 'BB+' from
'BBB-' and removed the ratings from CreditWatch with negative
implications where they were placed on June 17, 2010. The outlook
is stable.

"At the same time, we assigned a 'BB+' senior unsecured debt
rating and '4' recovery rating to Sunoco's $1.3 billion revolving
credit facility due 2012. We also assigned a '4' recovery rating
to Sunoco's existing senior unsecured debt issues, indicating our
expectation of average (30% to 50%) recovery in the event of a
payment default," S&P related.

As of March 31, 2011, Sunoco had approximately $2.5 billion of
funded debt on a consolidated basis.

"The downgrade reflects our view that Sunoco's business risk
profile is materially weaker as a result of the recently completed
IPO and planned full spin-off of its SunCoke Energy Inc.
business," said Standard & Poor's credit analyst Patrick Jeffrey.

"We viewed the SunCoke business as a meaningful contributor to
Sunoco's EBITDA and one of the more stable business segments. Once
the spin-off is completed, we expect Sunoco will focus more on
growing its retail and distribution businesses and less on its
refining operations. Our view is supported by Sunoco's sale of its
Toledo refinery in March 2011, leaving it with two refineries in
the Petroleum Administration for Defense District (PADD) I, which
is one of the most competitive, less profitable, and highly
volatile refining markets. However, we do expect Sunoco to
maintain significant cash balances through the business cycle. As
of March 31, 2011, Sunoco had about $1.5 billion in cash, which
does not include about $790 million of gross proceeds resulting
from the SunCoke Energy separation," S&P said.


SYNTAX-BRILLIAN: Court Rejects Suit v. Preferred Bank
-----------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon dismissed a lawsuit filed
by the Syntax-Brillian liquidating trust against Preferred Bank.
The SB Liquidation Trust was established pursuant to the plan of
liquidation filed by Syntax-Brillian Corporation and its
affiliated debtors and confirmed by the Court.  The Trust sued the
Bank to recover damages allegedly owed to the Debtors' estates.
The Trust has alleged that the Bank aided and abetted certain
officers and directors of the Debtors in breaching their fiduciary
duties and in committing fraud.  The Trust said the Bank
contributed to the collapse of the Debtors by providing financing
and other banking services that ultimately allowed the Insiders to
improperly divert hundreds of millions of dollars in cash to
Taiwan Kolin Company, Ltd., to the ultimate detriment of the
Debtors and their creditors.  The Bank provided the Debtors up to
$55 million credit line pre-bankruptcy.  The Trust also seeks to
avoid certain allegedly fraudulent transfers received by the Bank.
The Bank argues that the complaint should be dismissed in its
entirety pursuant to Rule 12(b)(6) of the Federal Rules of Civil
Procedure, made applicable to adversary proceedings by Federal
Rule of Bankruptcy Procedure 7012, on the ground that the Trust
has failed to state a claim upon which relief may be granted.

The case is SB Liquidation Trust, v. Preferred Bank, Adv. Proc.
No. 10-51389 (Bankr. D. Del.).  A copy of Judge Shannon's decision
dated July 25 is available at http://is.gd/vRJuwFfrom Leagle.com.

                       About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- www.syntaxbrillian.com -- manufactured and marketed LCD HDTVs,
digital cameras, and consumer electronics products including
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian
was the sole shareholder of California-based Vivitar Corporation.

The Company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Del. Lead Case No.08-11407.  Lawyers at
Greenberg Traurig LLP represented the Debtors as counsel.  Five
members composed the official committee of unsecured creditors.
Pepper Hamilton, LLP, represented the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, served as the Debtors' balloting,
notice, and claims agent.  When the Debtors filed for protection
against their creditors, they disclosed total assets of
$175,714,000 and total debts of $259,389,000.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11
Liquidation Plan in an order dated July 6, 2009.  Under the Plan,
general unsecured claims were to received pro rata distributions
from a liquidating trust after payment of the trust's expenses and
a "liquidating trust funding reimbursement."  Holders of allowed
prepetition credit facility claims were to receive their pro rata
distributions from a lender trust, after payment in full of
allowed DIP facility claims.  A full-text copy of the Debtors' 2nd
amended Chapter 11 liquidating plan is available at:

    http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf

Counsel to SB Liquidation Trust are:

          David M. Fournier, Esq.
          Evelyn J. Meltzer, Esq.
          PEPPER HAMILTON LLP
          Hercules Plaza, Suite 5100
          1313 Market Street, P.O. Box 1709
          Wilmington, DE 19899-1709
          Tel: 302-777-6565
          Fax: 302-421-8390
          E-mail: fournierd@pepperlaw.com
                  meltzere@pepperlaw.com

Special counsel to SB Liquidation Trust are:

          Allan B. Diamond, Esq.
          Andrea L. Kim, Esq.
          Eric D. Madden, Esq.
          Michael J. Yoder, Esq.
          DIAMOND MCCARTHY LLP
          Two Houston Center
          909 Fannin Street, 15th Floor
          Houston, TX 77010
          Tel: (713) 333-5104
          E-mail: adiamond@diamondmccarthy.com
                  akim@diamondmccarthy.com
                  emadden@diamondmccarthy.com
                  myoder@diamondmccarthy.com


T&J RESTAURANT: Chevys Fresh Mex Abruptly Closes Doors
------------------------------------------------------
Jacob Barker at Columbia Daily Tribune reports that fans of Chevys
Fresh Mex will have to look elsewhere for their burrito fix after
the Columbia franchise at 1010 I-70 Drive S.W. abruptly closed its
doors.

According to the report, the Columbia store's closure comes three
days after the franchise owner, T&J Restaurants LLC, filed for
Chapter 11 bankruptcy protection.  T&J, 91 percent owned by John
Whicker of St. Charles, operates seven Chevys restaurants in the
St. Louis area.

One of T&J's bankruptcy attorneys, Tom Riske of Lathrop & Gage's
Clayton office, said the company wanted to focus on its St. Louis-
area stores, and continuing to operate the Columbia location was
"just proving a little difficult."

Based in Saint Charles, Missouri, T&J Restaurants LLC filed for
Chapter 11 bankruptcy protection on July 21, 2011 (Bankr. S.D.
Ill. Case No. 11-31622).  Judge Laura K. Grandy presides over the
case.  Robert E. Eggmann, Esq., and Thomas Riske, Esq., at Lathrop
and Gage LLP, represent the Debtor.  The Debtor disclosed
$2,806,956 in assets, and $7,716,237 in debts.


TERRESTAR NETWORKS: FTC Approves Dish's $1.4 Billion Bid
--------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that Dish Network Corp.'s
nearly $1.4 billion offer for TerreStar Network Inc. cleared
another hurdle Monday when the Federal Trade Commission approved
the deal after finding it passed antitrust muster.

According to Law360, the agency's decision to grant the companies
an early exit from a federally mandated waiting period -- during
which the FTC determines whether the deal would hinder competition
in the industry -- brings the companies one step closer to closing
the transaction.

                      About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.


TOPAZ POWER: S&P Affirms 'BB-' Rating on $600-Mil. Facilities
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
Austin, Texas-based Topaz Power Holdings LLC's $660 million senior
secured facilities. The '2' recovery rating remains unchanged. The
outlook is stable.

The credit facilities, issued in May 2008, consist of a $615
million construction term facility due Dec. 31, 2014 ($599.5
million outstanding at Dec. 31, 2010) and a $45 million revolving
facility (not drawn at Dec. 31, 2010) that will expire May 9,
2013. In July 2010, the project released the $30 million portion
of its $75 million revolving facility that was available solely
for letters of credit, leaving $45 million available for working
capital. A construction letter of credit expired in May 2010.

Topaz (or, the project) amortized about $11.6 million of senior
debt in 2010, of which $4.6 million was mandatory 1% amortization
payments and $7 million was the 100% cash sweep. "This is similar
to the rate of amortization we expected in our original rating.
During 2011, the project budgets $6.2 million of mandatory 1%
amortization payments and $52 million of cash sweep, which would
result in $541 million of debt outstanding at Dec. 31, 2011. We
also expect the project to amortize roughly $58 million of debt in
2011, and this rate of amortization would be similar to what we
assumed in our original rating. Our original rating assumed that
senior debt at the 2014 maturity date would total about $489
million, or $265 per kilowatt for the total 1,848 megawatt (MW)
portfolio, or $323 per kilowatt excluding the 335 MW Barney
Davis 1 peaking unit," S&P related.

An important recent development was a series of claims in March
2011 by tolling agreement counterparty Morgan Stanley Capital
Group that the project had committed several events of default
with regard to transmission and gas pipeline interconnections,
among other items. The project has actively disputed the claims
and Morgan Stanley continues to make monthly payments, but
the matter has not been settled and could indicate the
counterparty's desire to frustrate the tolling agreement. About $1
million of disputed payments remain in escrow, down from about $2
million earlier in 2011. "We believe that the probability that the
tolling agreement will be terminated is too low to affect the
credit rating, but the risk is important to note because
termination would significantly reduce project cash flows and in
certain cases could lead to asset sales," S&P said.

Topaz owns five natural gas-fired power-generation facilities in
the ERCOT South region and is itself wholly owned by subsidiaries
of the Carlyle/Riverstone Global Energy and Power Fund III L.P.

"The outlook on Topaz is stable, reflecting our expectation that
the project's contracted cash flows from its tolling agreements
will continue to amortize debt at expected rates. We would likely
lower the rating if the rate of amortization were to fall
significantly below that needed to achieve our expected debt at
maturity," said Standard & Poor's credit analyst Matthew
Hobby.

This rate of amortization will largely depend on the performance
of the Nueces Bay facility in 2013-2014 after its tolling
agreement expires. An upgrade is unlikely at this time unless the
project mitigates the Nueces Bay facility's exposure to merchant
market risk in 2013-2014 by entering into a hedging agreement that
amortized debt at expected rates, or a faster rate. "Although we
do not believe that the tolling agreement will be terminated,
continued attempts by counterparty Morgan Stanley to frustrate the
agreement could result in a rating downgrade because of the
significant effect that termination would have on lenders. The
tolling agreements do not excuse scheduled outages for routine
major maintenance so the project may incur liquidated damages
during scheduled outages. We are assuming that the project will be
able to schedule future outages so that liquidated damages will
not significantly exceed 2010 levels. However, an increase in
liquidated damages could also result in a rating downgrade," S&P
related.


TUBO DE PASTEJE: Epiq Bankruptcy OK'd as Notice, Balloting Agent
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court of the
District of Delaware authorized Tubo de Pasteje SA to employ Epiq
Bankruptcy Solutions LLC notice and balloting agent.

As reported in the Troubled Company Reporter on June 14, 2011, as
part of its retention, Epiq agreed that:

   (a) Epiq will not consider itself employed by the United States
       government and will not seek any compensation from the
       United States government in its capacity as the Notice and
       Balloting Agent in these chapter 11 cases;

   (b) By accepting employment in these chapter 11 cases, Epiq
       waives any rights to receive compensation from the United
       States government;

   (c) In its capacity as the Notice and Balloting Agent in these
       chapter 11 cases, Epiq will not be an agent of the United
       States government and will not act on behalf of the United
       States government

During its retention, Epiq Bankruptcy, will, among other things,
act as balloting agent, which may include some or all of the
following services:

      i. printing ballots and coordinating the mailing of
         solicitation packages (i.e., ballots, disclosure
         statement, and chapter 11 plan) to all voting and non-
         voting parties and provide a certificate or affidavit of
         service with respect thereto;

    ii. establishing a toll-free number to receive questions
        regarding voting with respect to any chapter 11 plan;

   iii. receiving ballots at its offices or a post office box,
        inspecting ballots for conformity to voting procedures,
        date stamping and numbering ballots consecutively and
        tabulating and certifying the results.

The Companies respectfully submit that the rates to be charged by
Epiq for its services in connection with balloting services are
competitive and comparable to the rates charged by Epiq' s
competitors for similar services.

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

                         About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009, following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
sought bankruptcy protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


TUBO DE PASTEJE: Court OKs Deloitte Financial Advisory as Auditor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has authorized Tubo de Pasteje SA to employ Deloitte Financial
Advisory Services LLP to provide audit services to Cambridge Lee
Holdings, Inc.

Upon retention, the firm will audit Cambridge-Lee Holdings'
consolidated financial statements for the year ended Dec. 31, 2010
and such other related services as may be requested by the Company
and agreed to by Deloitte & Touche.

Deloitte & Touche is expected to charge the Debtor $60,000.  Any
fees in excess of $60,000 will be billed by Deloitte & Touche at a
discounted hourly rate of $200 per hour for staff, $275 per hour
for managers, and $400 per hour for partners.  The fees will be
invoiced and paid in one installment of $60,000 upon approval of
this Supplemental Application.

Deloitte & Touche will apply for compensation and reimbursement of
its fees, costs and expenses in excess of $60,000 in accordance
with applicable provisions of the Bankruptcy Code, Bankruptcy
Rules, and Local Rules, the guidelines promulgated by the Office
of the U.S. Trustee, and any additional procedures that may be
established by this Court in the Chapter 11 Cases.

                      About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009, following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
sought bankruptcy protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


TUBO DE PASTEJE: Court OKs Dewey & Leboeuf LLP as Attorneys
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has authorized Tubo de Pasteje SA to employ Dewey & Leboeuf LLP as
attorneys.

Upon retention, the firm, will among other things:

   a. advise the Debtors in connection with the legal aspects of
      the Plan and Disclosure Statement process, and any other
      financial restructuring in these cases;

   b. prepare on behalf of the Debtors, as debtors in possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtors' estates;

   c. to the extent applicable, take all necessary action to
      protect and preserve the Debtors' estates, including the
      prosecution of actions on the Debtors' behalf, the defense
      of any actions commenced against the Debtors, the
      negotiation of disputes in which the Debtors are involved,
      and the preparation of objections to claims filed against
      the Debtors' estates.

The firm's rates are:

    Personnel                            Rates
    ---------                            -----
    Partners                          $750-$1,090
    Counsel                              $700
    Associates                         $385-$650
    Paraprofessionals                  $200-$275

                      About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009, following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
sought bankruptcy protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


U.S. EAGLE: Lease Decision Period Extended Until August 15
----------------------------------------------------------
The Hon. Novalyn N. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey, in a bridge order, extended until Aug. 15,
2011, U.S. Eagle Corporation, et al.'s time to assume or reject
their unexpired leases of nonresidential real property.

Julius Realty Corporation, Atlantic Avenue Partners, Bedecon
Investments, SPCI Realty, LLC and Ester D. Long, the landlords of
the nine leased properties consented to the lease extension.

The Debtor requested that the Court extend the lease decision
period for nine unexpired leases of nonresidential real property
from Aug. 4, to Nov. 2.

The Court will convene a hearing on Aug. 15, at 10:00 a.m., to
consider the Debtor's motion for lease extension.

The Debtors relate that they need more time to make material
decisions regarding the sale or refinancing of Eagle One Golf
Products, Inc. and the Traffic Control Services entities.  The
Debtors are still considering how to rationalize their businesses
for the post-bankruptcy era.

                   About U.S. Eagle Corporation

U.S. Eagle filed for Chapter 11 bankruptcy protection on Jan.
6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


U.S. EAGLE: Seeks to Pay Critical Vendors Claims Totaling $445,370
------------------------------------------------------------------
U.S. Eagle Corporation and its debtor affiliates seek permission
from the U.S. Bankruptcy Court for the District of New Jersey to
pay prepetition claims of critical vendors and service providers.

According to the Debtors, the aggregate amount of Critical
Vendors' prepetition claims is approximately $445,370.

The Critical Vendors, the Debtors explain, provide goods or
services essential to the Debtors' operations and that are
unavailable from any other source, or cannot be replaced without
substantial additional cost and interruption of the Debtors'
businesses.

U.S. Eagle filed for Chapter 11 bankruptcy protection on Jan.
6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


USA UNITED: Sec. 341 Creditors' Meeting Set for Aug. 16
-------------------------------------------------------
The United States Trustee for Region 2 will convene a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case
of USA United Fleet, Inc., on Aug. 16, 2011, at 2:00 p.m. at 271
Cadman Plaza East, Room 4529, in Brooklyn.

Based in Staten Island, USA United Fleet is one of the biggest
providers of transportation for New York City's public-school
children.  USA United Fleet Inc. and seven affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
11-45867) on July 6, 2011.  Judge Jerome Feller presides over the
case.  Todd E. Duffy, Esq., at Anderson Kill & Olick, P.C., serves
as the Debtors' counsel.  In its petition, USA United Fleet
estimated assets and debts of $10 million to $50 million.  The
petition was signed by William Moran, comptroller.


USA UNITED: U.S. Trustee Wants Reorganization Case Converted
------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Eastern District of New York to convert
the Chapter 11 cases of USA United Fleet, et al., to one under
Chapter 7 of the Bankruptcy Code.

The Court will consider the U.S. Trustee's request to convert the
Debtors' cases at a date and time to be determined.

Based in Staten Island, USA United Fleet is one of the biggest
providers of transportation for New York City's public-school
children.  USA United Fleet Inc. and seven affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
11-45867) on July 6, 2011.  Judge Jerome Feller presides over the
case.  Todd E. Duffy, Esq., at Anderson Kill & Olick, P.C., serves
as the Debtors' counsel.  In its petition, USA United Fleet
estimated assets and debts of $10 million to $50 million.  The
petition was signed by William Moran, comptroller.


VALENCE TECHNOLOGY: Expects up to $14-Mil Revenue for Fiscal Q1
---------------------------------------------------------------
Valence Technology, Inc., expects revenue of approximately $13.5
to $14.0 million for its fiscal 2012 first quarter ended June 30,
2011.

"Our first quarter revenue is projected to be above our May 25,
2011 guidance of $8.5 to $10.5 million, principally due to
significant shipments to Smith Electric Vehicles.  In addition, we
continue to see a positive trend in orders from both existing and
new customers.  This includes dozens of customers in diverse
markets worldwide," commented president and chief executive
officer Robert L. Kanode.

"We believe our products' performance, safety, durability, cycle
life, and energy density offer a compelling solution.  With five
years of on-the-road experience and a family of standard and
custom products, Valence is well positioned in pursuing a broad
base of emerging worldwide markets.  In addition, due to our
experience and vertical integration Valence can quickly scale as
markets mature and grow," continued Kanode.

Key Highlights

   -- In excess of 150 megawatt-hours of advanced energy storage
      solutions have been shipped since 2005.

   -- 54 unique customers during fiscal Q1 2012 including
      corporations in the United States, United Kingdom, France,
      Canada, Italy, the Netherlands, and Spain.

   -- Applications served include: metropolitan transit buses,
      sailboats, off-grid power trailers, postal scooters,
      commercial delivery vehicles, and Segway(R) personal
      transporters.

On Aug. 3, 2011, Valence will release its first quarter financial
results after the market closes, and Company management will
conduct a conference call that day at 3:30 p.m. CT (4:30 p.m. ET)
to discuss the results.

                       About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on $45.88
million of revenue for the year ended March 31, 2011, compared
with a net loss of $23.01 million on $16.08 million of revenue
during the prior year.

The Company's balance sheet at March 31, 2011, showed $36.01
million in total assets, $91.24 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$63.83 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VEY FINANCE: Court Approves Patrick Tuttle and Re/Max as Realtors
-----------------------------------------------------------------
The Hon. H. Christopher Mott has authorized Vey Finance, LLC, to
employ Patrick Tuttle and Re/Max Real Estate Group as realtors to
market some of its real property inventory located in El Paso,
Texas.

Judge Mott also orders that the compensation of Patrick Tuttle and
Re/Max Real Estate Group will be paid as an administrative expense
pursuant to the Listing Agreement.

As reported in the Troubled Company Reporter on July 6, 2011, the
firm will get a commission of 4.5% if there is one broker or half
of 6% if there is more one broker involved in the transaction,
with the other broker(s) to receive 3% of the total selling price
of any property.

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

                         About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Wiley F.
James, III, Esq., at James & Haugland, P.C., in El Paso, Texas,
represent the Debtor as bankruptcy counsel.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The Debtor
scheduled assets of $10,477,513 and liabilities of $12,504,207.
The petition was signed by Veronica L. Veytia, managing member.


VITRO SAB: Subsidiaries Involuntary Petitions Dismissed
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB bondholders won a victory when the
bankruptcy judge in Dallas formally dismissed involuntary
bankruptcy petitions they filed against several of the Mexican
glassmaker's subsidiaries.  The bankruptcy court extended the
exclusive right of bankrupt U.S. Vitro subsidiaries to file a
Chapter 11 plan until Oct. 4.

According to the report, the bankruptcy judge denied involuntary
Chapter 11 petitions against several Vitro subsidiaries.  Because
the judge did not explicitly say that the petitions were
dismissed, it was unclear whether the automatic stay was still in
effect.  If it were, the bondholders couldn't attempt to collect
on the $1.2 billion in defaulted bonds without violating the stay.
The bondholders filed papers seeking a clarification.

Mr. Rochelle relates that in a July 25 ruling, U.S. Bankruptcy
Judge Harlin DeWayne Hale clarified the situation by signing an
order saying the involuntary petitions were dismissed.  Judge Hale
reserved the right to determine whether the bondholders must pay
damages to Vitro as a result of the loss on the involuntary
petitions.  By having their involuntary petitions formally
dismissed, the bondholders won themselves the right to undertake
collection actions against non-bankrupt Vitro subsidiaries which
guaranteed the debt.

Mr. Rochelle recounts that the Vitro parent's reorganization was
revived by an appellate court in Mexico after having been
dismissed in a lower court.  The Vitro parent now has protection
from creditors in the U.S. under Chapter 15, where U.S. courts
have the power to enforce rulings from foreign bankruptcy courts.
Judge Hale did not say whether he would enforce a Mexican
reorganization in the U.S. if it's approved by a Mexican court
using $1.9 million of insider claims to cram down on the
bondholders who oppose the reorganization.

                    Clarification Motion

Vitro Asset Corp., et al., asked the U.S. Bankruptcy Court for the
Southern District of New York to deny the clarification request of
the creditors who signed the involuntary Chapter 11 petitions.

Petitioning creditors -- Knighthead Master Fund, L.P., Brookville
Horizons Fund, L.P., Davidson Kempner Distressed Opportunities
Fund L.P., and Lord Abbett Bond-Debenture Fund, Inc., -- filed an
emergency motion: i) seeking clarification (a) that the
involuntary cases an the petitions commencing the cases have been
dismissed; and (b) that any stay pursuant to Section 362 of the
Bankruptcy Code, Bankruptcy Rule 7062, or otherwise does not apply
to the involuntary cases or the alleged Debtors; or in the
alternative, (ii) seeking dismissal of the involuntary petitions
and the involuntary cases.

The Petitioning Creditors wanted the Court to clarify, for
avoidance of doubt, that the term denied in the orders denying the
involuntary petitions means that the involuntary petitions and the
involuntary cases have been dismissed under the Bankruptcy Code;
and that no stay applies under Section 362 of the Bankruptcy Code,
Bankruptcy Rule 7062, or otherwise as to the involuntary cases, or
to the alleged Debtors and their property.

The Former Alleged Debtors related that the Clarification Motion
is procedurally defective and therefore must be dismissed; and the
Petitioning Creditors failed to explain what "emergency" now
necessitates the dismissal of the Involuntary Cases before
Aug. 16, 2011, when no such emergency apparently existed for the
past three months.

                      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.
The U.S. subsidiaries subsequently sold their businesses to an
affiliate of Sun Capital Partners Inc. for $55 million.

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.


WARNER MUSIC: Delisted from New York Stock Exchange
---------------------------------------------------
The New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Warner Music Group Corp.'s common stock on the
Exchange.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported a net loss of $39 million on $682 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $28 million on $666 million of revenue for the same
period during the prior year.  The Company also reported a net
loss of $57 million on $1.47 billion of revenue for the six months
ended March 31, 2011, compared with a net loss of $44 million on
$1.58 billion of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$3.61 billion in total assets, $3.87 billion in total liabilities
and a $254 million in total deficit.

                          *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WARNER MUSIC: Edgar Bronfman Does Not Own Common Shares
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edgar Bronfman, Jr., disclosed that he does
not own any shares of common stock of Warner Music Group Corp.  On
July 20, 2011, the merger contemplated by the Merger Agreement by
and among the Company, Parent and Merger Sub became effective.  As
a result, Mr. Bronfman is no longer the beneficial owner of any
Shares.  As previously reported by the TCR on June 17, 2011, Mr.
Bronfman beneficially owned 6.5% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                        http://is.gd/c4maA0

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported a net loss of $39 million on $682 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $28 million on $666 million of revenue for the same
period during the prior year.  The Company also reported a net
loss of $57 million on $1.47 billion of revenue for the six months
ended March 31, 2011, compared with a net loss of $44 million on
$1.58 billion of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$3.61 billion in total assets, $3.87 billion in total liabilities
and a $254 million in total deficit.

                          *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WASHINGTON MUTUAL: FDIC Should Pay for $650M Suit, JPMorgan Says
----------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that JPMorgan Chase Bank
NA filed a third-party complaint in Ohio on Monday, saying its
agreement to buy assets from Washington Mutual Inc. means the
Federal Deposit Insurance Corp. must indemnify it in a suit over
$650 million in mortgage-backed securities.

                         About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WATER STREET: Can Hire Mark B. French as Bankruptcy Counsel
-----------------------------------------------------------
Judge Russell F. Nelms has authorized Water Street Development
Partners, L.P., to employ Mark B. French, Attorney at Law, as
bankruptcy counsel.

As reported in the Troubled Company Reporter on July 7, 2011,
Mr. French will, among other things:

   a. advise and consult with the Debtor concerning (i) legal
      questions arising in administering and reorganizing the
      Debtor's estate, and (ii) the Debtor's rights and remedies
      in connection with the estate's assets and creditors'
      claims;

   b. provide legal services to the Debtor relating to the sale
      of assets outside the ordinary course of business, if
      necessary; and

   c. assist the Debtor in obtaining confirmation and consummation
      of the Plan.

The hourly rates of Mr. French and other professionals are:

         Mr. French             $300
         Janet Nolley            $75
         Amy Rodgers             $50
         Kristi Erickstad        $50

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

Mr. French can be reached at:

         Mark B. French, Esq.
         Attorney at Law
         1901 Central Dr., Suite 704
         Bedford, TX 76021
         Tel: (817) 268-0505
         Fax: (817) 632-5413
         E-mail: mark@markfrenchlaw.com

              About Water Street Development Partners

Southlake, Texas-based Water Street Development Partners, L.P.,
filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-
42841) on May 13, 2011.  Judge Russell F. Nelms presides over the
case.  The Law Office of Mark B. French serves as the Debtor's
bankruptcy counsel.

Robert DeRogatis is a limited partner of the Debtor and holds a
99% equity interest.  Water Street Management LLC holds the other
1% stake.


WATER STREET: Can Access $10,000 Unsecured Loan from R. DeRogatis
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorizes Water Street Development Partners,
L.P., to borrow up to $10,000 of unsecured financing from Robert
DeRogatis, the owner of the Debtor's general partner.

Mr. DeRogatis is granted an allowed general unsecured claim, with
administrative expense status subordinated to all other
administrative expense claims arising in the Bankruptcy Case, with
repayment due only in the event of a confirmed Chapter 11 plan and
receipt by the Debtor of sufficient funds to effectuate the plan,
and in the amount actually received by or on behalf of the Debtor
under the terms of the Court's Order.

              About Water Street Development Partners

Southlake, Texas-based Water Street Development Partners, L.P.,
filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-
42841) on May 13, 2011.  Judge Russell F. Nelms presides over the
case.  The Law Office of Mark B. French serves as the Debtor's
bankruptcy counsel.

Robert DeRogatis is a limited partner of the Debtor and holds a
99% equity interest.  Water Street Management LLC holds the other
1% stake.


WEST CORP: Reports $34.37 Million Net Income in 2Q 2011
-------------------------------------------------------
West Corporation reported net income of $34.37 million on $622.82
million of revenue for the three months ended June 30, 2011,
compared with net income of $36.29 million on $596.54 million of
revenue for the same period a year ago.  The Company also reported
net income of $68.95 million on $1.23 billion of revenue for the
six months ended June 30, 2011, compared with net income of $72.29
million on $1.19 billion of revenue for the same period a year
ago.

The Company's balance sheet at June 30, 2011, showed $3.23 billion
in total assets, $4.18 billion in total liabilities, $1.59 billion
in Class L common stock and a $2.54 billion stockholders' deficit.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/Vz7W5A

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company reported net income of $60.30 million on $2.39 billion
of revenue for the year ended Dec. 31, 2010, compared with net
income of $90.97 million on $2.38 billion of revenue during the
prior year.

                           *     *     *

West Corp. carries a 'B2' corporate rating from Moody's and 'B+'
corporate rating from Standard & Poor's.

Moody's Investors Service upgraded the ratings on West
Corporation's existing senior secured term loan to Ba3 from B1 and
the rating on $650 million of existing senior notes due 2014 to B3
from Caa1 upon the closing of its recent refinancing transactions.
Concurrently, Moody's affirmed all other credit ratings including
the B2 Corporate Family Rating and B2 Probability of Default
Rating.  The rating outlook is stable.

Standard & Poor's Ratings Services assigned Omaha, Neb.-based
business process outsourcer West Corp.'s proposed $650 million
senior unsecured notes due 2019 its 'B' issue-level rating (one
notch lower than the 'B+' corporate credit rating on the company).
The recovery rating on this debt is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.  The company will use proceeds from the proposed
transaction and some cash on the balance sheet to redeem its
$650 million 9.5% senior notes due 2014.


WESTLAND PARCEL: Court Approves David Goodrich as CRO
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Westland Parcel J. Partners, LLC, to employ David M.
Goodrich at Goodrich Law Corporation as Chief Restructuring
Officer.

Mr. Goodrich will work with the Debtor's current professionals and
staff in its efforts to monetize assets and propose a liquidating
Chapter 11 Plan.  Mr. Goodrich will have all of the powers of a
sole managing member of the Debtor.

Mr. Goodrich will be compensated at the rate of $250 per hour,
with a $5,000, retainer to be paid by the Debtor after approval
of the Application.  In addition, the Debtor will reimburse
Mr. Goodrich for reasonable and necessary expenses incurred in
connection with the Chapter 11 case.  Mr. Goodrich has not
sought, and will not be paid, a success fee.

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

                About Westland Parcel J Partners

Long Beach, California-based Westland Parcel J Partners, LLC,
is developing a mixed-use commercial project consisting of
general aviation, aviation-oriented office, retail, restaurant,
and other airport related uses.  The Company filed for Chapter 11
bankruptcy protection (Bankr. C.D. Calif. Case No. 10-58987) on
Nov. 15, 2010.  Jeffrey S Shinbrot, Esq., at The Shinbrot Firm,
assists the Debtor in its restructuring effort.   Kallman & Co.,
LLC, serves as its certified public accountants.  AG Commercial
serves as its leasing broker.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WESTSIDE MEDICAL: Wants to Use Cash Collateral to Pay Prof. Fees
----------------------------------------------------------------
Westside Medical Park, LLC, seeks bankruptcy court approval of the
first amendment to the stipulation to use cash collateral.  The
other party to the stipulation is Merlone Geier Partners, L.P.,
who holds a senior security interest in all of the Debtor's
property including cash collateral.

A key purpose of the First Amendment is to facilitate the payment
of a portion of professional fees, costs and expenses incurred by
the Debtor in relation to creditor negotiations from MGP's cash
collateral, while enabling MGP to receive an adequate protection
payment and receive other forms of adequate protection.

The principal terms of the First Amendment are:

  * The the Debtor will be authorized to pay up to $30,000 per
    month from the Cash Collateral Account for professional fees,
    costs and expenses incurred from and after May 15, 2011
    through Aug. 15, 2011,  totaling $90,000 in the aggregate, by
    professionals employed by the Debtor at the expense of the
    estate to the extent such fees, costs and expenses are
    payable.  Any portion of the Monthly Cap not used in a given
    month may be carried forward  to a future month.

  * The fees and expenses should have the written consent of MGP.

  * As adequate protection to MGP, the Debtor will not enter into
    any new leases, including renewals or modifications of
existing
    leases, of any of part of the Real Properties without MGP's
    prior written consent.

  * The Debtor will pay to its managing member, Stonebridge
    Holdings, Inc., a one-time supplemental management fee of
    $60,000 from the Cash Collateral Account.

  * The Debtor will pay to MGP a one-time adequate protection
    payment of $150,000 from the Cash Collateral Account.

                      About Westside Medical

Los Angeles, California-based Westside Medical Park, LLC, filed
for Chapter 11 bankruptcy protection on November 3, 2010 (Bankr.
C.D. Calif. Case No. 10-57457).  The Debtor tapped Peregrine
Realty Partners as appraiser.  The Debtor estimated assets and
debts at $50 million to $100 million as of the Chapter 11 filing.

On Dec. 28, 2010, Peter C. Anderson, the U.S. Trustee, appointed
these persons to serve in the Official Committee of Unsecured
Creditors in the Debtor's case:

  1. Dakota Communications
  2. Burnside & Associates, Inc.
  3. Argo Group US, Inc.
  4. A.C. Martin Partners, Inc.


W.R. GRACE: Reports $75.8 Million Net Income in 2nd Quarter
-----------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced its financial results for
the second quarter ended June 30, 2011.  Following are Grace's key
financial performance measures for the second quarter:

    * Sales increased 20.6% to $826.4 million from $685.0
      million in the prior year quarter.

    * Adjusted EBIT increased 45.8% to $132.8 million from $91.1
      million in the prior year quarter.  Adjusted EPS was $1.11
      compared with $0.76 in the prior year quarter.

    * Grace net income increased 48.6% to $75.8 million from
      $51.0 million in the prior year quarter.  Grace's diluted
      EPS was $1.00 compared with $0.69 in the prior year
      quarter.

    * Adjusted Operating Cash Flow was $109.4 million in the
      second quarter compared with $101.3 million in the prior
      year quarter.

    * Adjusted EBIT Return on Invested Capital was 31.3% on a
      trailing four quarter basis compared with 25.2% in the
      prior year quarter.

"I am pleased with how well the Grace team is executing in today's
dynamic operating environment," said Fred Festa, Grace's Chairman,
President and Chief Executive Officer.  "The investments we have
made are making a significant difference to our results, giving us
the confidence to increase our outlook for 2011."

                    Second Quarter Results

Sales increased 20.6% overall and 16.1% in the emerging regions
compared with the prior year quarter.  The sales increase was due
to improved pricing (11.6%), favorable currency translation
(5.6%), and higher sales volumes (3.4%).

Gross profit percentage was 36.8% compared with 35.7% in the prior
year quarter and 36.2% in the 2011 first quarter.  The increase in
gross profit percentage was primarily due to improved pricing
partially offset by higher raw materials costs.  Grace currently
expects raw material cost inflation for 2011 to be approximately
$75 million, excluding rare earth cost inflation.

Adjusted EBIT was $132.8 million, an increase of 45.8% compared
with $91.1 million in the prior year quarter.  Adjusted EBIT
margin was 16.1% compared with 13.3% in the prior year quarter.
The increase in Adjusted EBIT was primarily due to the increase in
sales and improved gross profit percentage compared with the prior
year quarter.

Grace net income for the second quarter was $75.8 million, or
$1.00 per diluted share, compared with $51.0 million, or $0.69 per
diluted share, in the prior year quarter.

                      Six Months Results

Sales increased 17.1% overall and 16.0% in the emerging regions
for the six months ended June 30, 2011 compared with the prior
year period.  The sales increase was due to improved pricing
(9.2%), higher sales volumes (4.9%), and favorable currency
translation (3.0%).  Sales were $1,522.1 million compared with
$1,299.9 million in the prior year period.

Grace net income for the six months ended June 30, 2011 was $130.0
million, or $1.72 per diluted share, compared with $107.2
million, or $1.44 per diluted share, in the prior year period.

                         Grace Davison
         Sales up 25%; Segment operating income up 37%

Second quarter sales for the Grace Davison operating segment,
which includes specialty catalysts and materials used in a wide
range of industrial applications, were $568.6 million, an increase
of 25.3% compared with the prior year quarter.  The sales increase
was due to improved pricing (16.3%), favorable currency
translation (5.9%), and higher sales volumes (3.1%).

Sales of this operating segment are reported by product group as
follows:

    * Refining Technologies -- sales of catalysts and chemical
      additives used by petroleum refineries were $267.8 million
      in the second quarter, an increase of 49.5% compared with
      the prior year quarter.  Sales in this product group were
      favorably affected by price increases, implemented to
      reflect the higher value of new FCC catalyst technologies
      and to offset the rising cost of raw materials (primarily
      rare earths), higher volumes, and favorable currency
      translation.  In the first quarter, Grace introduced eight
      new catalyst products with improved performance and
      reduced rare earth content designed to help customers
      mitigate the significantly higher cost of rare earth.
      Almost 50% of Grace's FCC catalyst customers have adopted
      at least one of our new low or no rare earth products.

    * Materials Technologies -- sales of engineered materials,
      coatings and sealants used in industrial and packaging
      applications were $190.8 million in the second quarter, an
      increase of 9.6% compared with the prior year quarter.
      Sales in this product group were favorably affected by
      price increases, implemented to offset rising raw
      materials costs, and favorable currency translation,
      partially offset by lower sales volumes.

    * Specialty Technologies -- sales of highly specialized
      catalysts, materials and equipment used in unique or
      proprietary applications and markets were $110.0 million
      in the second quarter, an increase of 9.2% compared with
      the prior year quarter.  Sales in this product group were
      favorably affected by higher sales volumes, favorable
      currency translation, and improved pricing.

Gross profit percentage was 38.1% compared with 36.2% in the prior
year quarter and 37.4% in the 2011 first quarter.  The increase in
gross profit percentage compared with the prior year quarter was
primarily due to improved pricing partially offset by higher raw
materials costs.

Segment operating income for the second quarter was $145.7 million
compared with $106.5 million in the prior year quarter, a 36.8%
increase primarily due to improved pricing and higher sales
volumes.  Segment operating margin was 25.6% compared with 23.5%
in the prior year quarter.

Sales of the Grace Davison operating segment for the six months
ended June 30, 2011 increased 21.2% compared with the prior year
period.  Gross profit percentage was 37.8% compared with 35.6% in
the prior year period.  Segment operating income of Grace Davison
was $264.0 million, an increase of 35.9% compared with the prior
year period.  Segment operating margin was 25.0% compared with
22.3% in the prior year period.

                  Grace Construction Products
          Sales up 12%; Emerging region sales up 28%

Second quarter sales for the Grace Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$257.8 million, up 11.6% compared with the prior year quarter.
The sales increase was due to favorable currency translation
(5.0%), higher sales volumes (4.2%), and improved pricing (2.4%).
Sales in the emerging regions increased 27.8% compared with the
prior year quarter.

Sales of this operating segment are reported by geographic region
as follows:

    * Americas -- sales to customers in the Americas were $129.9
      million in the second quarter, an increase of 11.9%
      compared with the prior year quarter.  Sales in North
      America increased 5.9% from the prior year quarter
      primarily due to improved pricing and higher sales
      volumes.  Sales in Latin America grew 43.1% compared with
      the prior year quarter primarily due to higher sales
      volumes.

    * Europe -- sales to customers in Europe, the Middle East,
      Africa and India were $78.5 million in the second quarter,
      an increase of 4.7% compared with the prior year quarter.
      Sales were favorably impacted by currency translation and
      improved pricing, partially offset by lower sales volumes.

    * Asia -- sales to customers in Asia (excluding India),
      Australia and New Zealand were $49.4 million in the second
      quarter, an increase of 23.5% compared with the prior year
      quarter.  Sales increased primarily due to higher sales
      volumes and favorable currency translation.

Gross profit percentage was 34.1% in the second quarter compared
with 35.0% in the prior year quarter and 33.7% in the 2011 first
quarter.  The decrease in gross profit percentage compared with
the prior year quarter was primarily due to higher raw material
costs and the additional operating costs of new plants in the
emerging regions, partially offset by improved pricing.  The
increase in gross profit percentage compared with the 2011 first
quarter was primarily due to improved operating leverage.

Segment operating income for the second quarter was $29.6 million
compared with $25.7 million for the prior year quarter, a 15.2%
increase primarily due to higher sales volumes and favorable
currency translation, partially offset by lower gross profit
percentage.  Segment operating margin was 11.5% compared with
11.1% in the prior year quarter.

Sales of the Grace Construction Products operating segment for the
six months ended June 30, 2011 increased 8.8% compared with the
prior year period.  Gross profit percentage was 33.9% compared
with 34.9% in the prior year period.  Segment operating income was
$45.9 million, an increase of 11.1% compared with the prior year
period.  Segment operating margin was 9.9% compared with 9.7% in
the prior year period.

                        Corporate Costs

Corporate costs increased $4.7 million in the second quarter
compared with the prior year quarter primarily due to higher
performance based incentive compensation.

                        Pension Expense

Defined benefit pension expense for the second quarter was
$15.1 million compared with $18.4 million for the prior year
quarter, a 17.9% decrease.  The decrease in expense was primarily
due to benefits from an accelerated plan contribution of
approximately $180 million made in March 2011 and good plan asset
performance in the U.S. in 2010.

                           Interest

Interest expense was $11.0 million for the second quarter compared
with $11.0 million for the prior year quarter.  The annualized
weighted average interest rate on prepetition obligations for the
second quarter was 3.5%.

                         Income Taxes

Income taxes are recorded at a global effective tax rate of
approximately 32% before considering the effects of certain non-
deductible Chapter 11 expenses, changes in uncertain tax positions
and other discrete adjustments.

Grace has not had to pay U.S. Federal income taxes in cash in
recent years since available tax deductions and credits have fully
offset U.S. taxable income.  Income taxes in foreign jurisdictions
are generally paid in cash.  Grace expects to generate significant
U.S. Federal net operating losses upon emergence from bankruptcy.
Income taxes paid in cash, excluding tax settlements, were $19.4
million for the six months ended
June 30, 2011, or approximately 10.1% of income before income
taxes.

                 Cash Flow Performance Measure

Adjusted Operating Cash Flow (see note A) was $130.3 million for
the six months ended June 30, 2011 compared with $128.5 million in
the prior year period.  Capital expenditures were $57.7 million
compared with $42.2 million for the prior year period.  Net
working capital days were 56 days for the second quarter, compared
with 49 days in the prior year quarter and 61 days in the 2011
first quarter.  Higher rare earth costs added $47.8 million to
accounts receivable and inventories during the six months ended
June 30, 2011.

                    Chapter 11 Proceedings

On January 31, 2011, the Bankruptcy Court issued an order
confirming Grace's Joint Plan of Reorganization (the "Plan").  The
confirmation order must next be affirmed by the United States
District Court.  On June 28-29, 2011, the District Court heard
oral arguments on affirmation and appeals to the confirmation
order.  The timing of Grace's emergence from Chapter 11 will
depend on affirmation of the Plan by the District Court and the
satisfaction or waiver of the other conditions set forth in the
Plan, including the resolution of any further appeals.  Grace is
preparing to consummate the Plan as quickly as practicable.  The
Plan sets forth how all prepetition claims and demands against
Grace will be resolved.

                      2011 Outlook Update
              Higher sales; Higher Adjusted EBIT

As of July 26th, Grace expects 2011 sales to be $3.25 to
$3.30 billion, compared with $2.85 to $2.95 billion in its
February 10, 2011 outlook.

Grace expects 2011 Adjusted EBIT to be $465 to $480 million,
compared with $365 to $385 million in its February outlook.  Grace
expects 2011 Adjusted EBITDA to be $585 to $600 million, compared
with $485 to $505 million in its February outlook.

For 2011, Grace expects to maintain its gross profit
percentage within its 35-37% target range.  Gross profit
percentage in the second half of 2011 is expected to be lower than
in the first half of 2011 primarily due to the mathematical effect
of higher rare earth surcharges and costs on calculated gross
profit percentages.

Grace is unable to make a reasonable estimate of the income
effects of the consummation of the Plan because the value of
certain consideration payable to the asbestos trusts under the
Plan (primarily the deferred payments and the warrants) will not
ultimately be determined until the effective date of the Plan, the
timing of which is uncertain.  When the Plan is consummated, Grace
expects to reduce its liabilities subject to compromise, including
asbestos-related contingencies, recognize the value of the
deferred payments and the warrants and recognize expense for the
costs of consummating the Plan and the income tax effects of these
items.

                         Investor Call

Grace discussed the results during an investor conference call and
webcast on July 26, 2011 starting at 11:00 a.m. ET.  An audio
replay will be available from 2:00 p.m. ET on July 26 until 11:59
p.m. ET on August 2.  The replay will be accessible by dialing
+1.888.286.8010 (international callers dial +1.617.801.6888) and
entering conference call ID #55112870.


W. R. Grace & Co. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
  =========================================  June 30,   Dec. 31,
  Amounts in millions                            2011       2010
  -------------------                          --------   --------
ASSETS
Current Assets
Cash and cash equivalents                      $894.7   $1,015.7
Restricted cash and cash equivalents            112.2       97.8
Trade accounts receivable, less allowance       488.0      380.8
Accounts receivable - unconsolidated affiliate   13.0        5.3
Inventories                                     313.2      259.3
Deferred income taxes                            48.7       54.7
Other current assets                             77.6       90.6
                                            --------   --------
Total Current Assets                          1,947.4    1,904.2

Properties and equipment, net                   719.7      702.5
Goodwill                                        130.2      125.5
Deferred income taxes                           822.6      845.0
Asbestos-related insurance                      500.0      500.0
Overfunded defined benefit pension plans         40.6       35.6
Investments in unconsolidated affiliates         63.6       56.4
Other assets                                     90.7      102.5
                                            --------   --------
Total Assets                                 $4,314.8   $4,271.7
                                            ========   ========

LIABILITIES AND EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities
Debt payable within one year                    $36.9      $37.0
Debt payable - unconsolidated affiliate           2.4        2.3
Accounts payable                                259.9      207.1
Accounts payable - unconsolidated affiliate       3.0        8.5
Other current liabilities                       300.1      278.0
                                            --------   --------
Total Current Liabilities                       602.3      532.9

Debt payable after one year                       2.7        2.9
Loan payable - unconsolidated affiliate          15.6       12.6
Deferred income taxes                            35.3       34.6
Underfunded and unfunded defined benefit
pension plans                                  327.2      539.8
Other liabilities                                43.3       43.6
                                            --------   --------
Total Liabilities Not Subject to Compromise   1,026.4    1,166.4

Liabilities Subject to Compromise
Debt plus accrued interest                      926.2      911.4
Income tax contingencies                         89.9       93.8
Asbestos-related contingencies                1,700.0    1,700.0
Environmental contingencies                     139.5      144.0
Postretirement benefits                         177.8      181.1
Other liabilities and accrued interest          145.2      143.8
                                            --------   --------
Total Liabilities Subject to Compromise       3,178.6    3,174.1
                                            --------   --------
Total Liabilities                             4,205.0    4,340.5

Equity (Deficit)
Common stock                                      0.7        0.7
Paid-in capital                                 463.1      455.9
Retained earnings                               161.7       31.7
Treasury stock, at cost                         (41.2)     (45.9)
Accumulated other comprehensive (income) loss  (481.3)    (518.1)
                                            --------   --------
Total W.R. Grace & Co. Shareholders'
Equity (Deficit)                               103.0      (75.7)
Non-controlling interests                         6.8        6.9
                                            --------   --------
Total Shareholders' Equity (Deficit)            109.8      (68.8)
                                            --------   --------
Total Liabilities and Shareholders'
Equity (Deficit)                            $4,314.8   $4,271.7
                                            ========   ========


W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations         Three Months Ended
(Unaudited)                                   June 30    June 30
  =========================================  ========   ========
  Amounts in millions                            2011       2010
  -------------------                        --------   --------

Net sales                                      $826.4     $685.0
Cost of goods sold                              522.5      440.5
                                            --------   --------
Gross profit                                    303.9      244.5

Selling, general and administrative expense     145.2      129.8
Restructuring expenses & rel. asset impairments   0.7        1.2
Research and development expenses                16.7       14.8
Defined benefit pension expense                  15.1       18.4
Interest expense and related financing cost      11.0       11.0
Provision for environmental remediation           0.5          -
Chapter 11 expenses, net of interest income       6.7        4.3
Equity in (earnings) losses of
unconsolidated affiliates                       (4.2)      (6.2)
Other (income) expense, net                       0.1       (0.1)
                                            --------   --------
Total costs and expenses                        191.8      173.2

Income (loss) before income taxes               112.1       71.3
Benefit from (provision for) income taxes       (36.6)     (20.3)
                                            --------   --------
Net income (loss)                                75.5       51.0
Less: Net loss (income) attributable to
noncontrolling interests                         0.3          -
                                            --------   --------
Net income (loss) attributable to
W.R. Grace & Co. shareholders                 $75.8      $51.0
                                            ========   ========


W.R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flows          Six Months Ended
(Unaudited)                                   June 30    June 30
  =========================================  ========   ========
  Amounts in millions                            2011       2010
  -------------------                        --------   --------

OPERATING ACTIVITIES
Net income (loss)                              $129.5     $107.6
Reconciliation to net cash provided by
(used for) operating activities:
Depreciation and amortization                    58.9       59.7
Equity in earnings (losses) of unconsolidated
affiliates                                     (7.7)     (11.3)
{Benefit from) provision for income taxes        62.1        3.9
Income taxes (paid), net of refunds             (34.2)     (13.6)
Defined benefit pension expense                  31.6       38.3
Payments under defined benefit pension
arrangements                                  (212.1)     (26.8)
Changes in assets and liabilities, excluding
effect of foreign currency translation:
Trade accounts receivable                      (93.4)     (49.2)
Inventories                                    (46.7)     (33.7)
Accounts payable                                46.6       35.6
Other accruals and non-cash items               (6.9)     (27.2)
                                            --------   --------
Net cash provided by (used for)
operating activities                           (72.3)      83.3

INVESTING ACTIVITIES
Capital expenditures                            (57.7)     (42.2)
Transfer to restricted cash & cash equivalents  (14.4)     (81.5)
Other investing activities                        5.9        0.5
                                            --------   --------
Net cash (provided by) used for
investing activities                           (66.2)    (123.2)

FINANCING ACTIVITIES
Net repayments under credit arrangements         (1.1)      (5.2)
Proceeds from exercise of stock options           5.4        6.8
Other financing activities                        2.9        1.1
                                            --------   --------
Net cash (used for) financing activities          7.2        2.7

Effect of currency exchange rate changes
on cash and cash equivalents                    10.3      (14.2)
                                            --------   --------
Increase (Decrease) in cash & cash equiv.      (121.0)     (51.4)
Cash & cash equivalents, beginning of period  1,015.7      893.0
                                            --------   --------
Cash and cash equivalents, end of period       $894.7     $841.6
                                            ========   ========

                     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: CEO Confident In Getting Positive Plan Ruling
---------------------------------------------------------
Fred Festa, chief executive officer of W.R. Grace & Co., said
during the July 26, 2011 investor conference call that the
chemical company remains highly confident that the U.S. District
Court for the District of Delaware will rule in favor of its plan
of reorganization on all matters.

The plan, co-proposed by the Official Committee of Asbestos
Personal Injury Claimants, the Official Committee of Equity
Security Holders, and the Asbestos Future Claimants
Representative, appointed in Grace's bankruptcy case, is before
the District Court pending appeals from various parties, including
a group of prepetition bank lenders and the Official Committee of
Unsecured Creditors.

Mr. Festa said the oral arguments for the appeals held on June 28
and 29 went exactly as the company expected.  He added that the
company was not surprised by any of the arguments or issues raised
by the appellants.  The company is now awaiting the District
Court's decision on whether to affirm the plan and how it would
rule on the appeals.

According to Mr. Festa, the company has received some questions as
whether it can emerge, with certain appeals outstanding.  He said
that if the District Court affirms Grace's plan, and rules in
favor on the appeals, the appellants would have the choice to
appeal further to the Third Circuit Court of Appeals.  He said it
is possible that the company could emerge with certain type of
appeals outstanding, and cited, as an example, that the company
may seek to emerge with the default interest issue on appeal, or
with other issues on appeal that do not affect the resolution of
the company's asbestos liability.  "That decision would have to be
made with consultation with our co-proponents," Mr. Festa added.

"The bankruptcy has been an incredibly long process, and we are
all eager to see it conclude as soon as possible.  Our only real
course at this point is to wait for the District Court ruling on
affirmation and the appeals," Mr. Festa ended his speech at the
conference call.

Grace's shares of common stock traded at $51.38 as of July 27,
10:09 a.m.

                     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: Lenders Push For $1 Billion-Plus Chapter 11 Payout
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that W.R. Grace & Co.
lenders say a Philadelphia federal judge risks setting up a clash
with the New York courts if he lets the specialty-chemical company
exit bankruptcy without handing over an additional $140 million to
them.

U.S. District Judge Ronald Buckwalter could rule at any time on
Grace's Chapter 11 plan, which pushes billions of dollars worth of
asbestos damages off the company's balance sheet and leaves
shareholders with a company worth billions.

DBR notes that if the plan is approved as proposed, Grace will pay
off $500 million worth of aged bank debt and add about $390
million worth of interest.  The bank lenders want an additional
$140 million, which is the rate called for under the contract in
event of a default.  If the lenders win, they could collect more
than $1 billion on the loans.

Judge Judith Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware approved on Jan. 31, 2011, the Joint
Plan of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders,
the Official Committee of Asbestos-related Personal Injury
Claimants, and the Future Claims Representative.  Grace's Joint
Plan will next be considered for confirmation by the United States
District Court for the District of Delaware, a necessary step
before Grace may exit Chapter 11.

Appellants Bank Lender Group and the Official Committee of
Unsecured Creditors, in support of their appeal and claim for
interest payments, submitted with the U.S. District Court for the
District of Delaware a memorandum of opinion issued on July 20,
2011, by Judge Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York in In re General Growth
Properties, Inc., Case No. 09-11977 (Bankr. S.D.N.Y.).  Judge
Gropper's July 20 opinion is a companion to the opinion he issued
in General Growth's bankruptcy case on June 16, 2011.

The Appellants direct the attention of District Court Judge,
Ronald Buckwalter, to:

   (i) Judge Gropper's discussion of the equitable principles
       that are relevant to postpetition interest entitlement;
       and

  (ii) the discussion of payment of default interest at natural
       maturity.

To recall, during the June 28-29, 2011 proceedings before
Judge Buckwalter, the Bank Lenders' counsel said the difference as
of April 30, 2011, in the amount of interest the Bank Lenders
claim is owed and the amount of interest the Plan proposes to pay
is $140 million.

Moses Silverman, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, in New York, advised Judge Buckwalter that Judge Gropper's
June 16 original opinion supports the Bank Lenders' contention
that they are entitled to the default rate of interest under their
prepetition loan agreements rather than something less.

"The Debtors can pay and they should pay," Mr. Silverman argued.
Their ability to pay is proof of solvency, and, Judge Fitzgerald
erred in concluding that the Lenders failed to prove their
entitlements, he further argued.  He told Judge Buckwalter that
there's no need to remand this matter to Judge Fitzgerald because
he has the authority to direct the Debtors to pay the additional
$140 million to the lenders.

                    Plan Proponents Object

The Plan Proponents composed of W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Asbestos Personal Injury
Claimants, the Official Committee of Equity Security Holders, and
the Asbestos Future Claimants Representative, opposed the
supplemental authority presented by the Bank Lenders and the
Creditors' Committee arguing that Judge Gropper's Opinion is
merely a follow-up, a companion opinion containing the same
rationale and holding as his June 16 opinion, which Appellants
already submitted to the District Court.

As previously shown by Plan Proponents at oral argument on
June 29, 2011, the original General Growth opinion is inapplicable
in the Debtors' cases because it involves a secured claim in a
case where solvency was stipulated.  The Plan Proponents point out
that companion opinion is inapplicable for the same reasons.

                     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)


* Another Judge Differs With 5th Circuit's Reed Opinion
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that another court refused to dismiss a lawsuit the
bankrupt initially didn't disclose in her bankruptcy papers.  The
result runs counter to a case in which the U.S. Court of Appeals
in New Orleans heard reargument in May.

Mr. Rochelle relates that the new case, in Nevada, involved a
woman who was tardy in having her bankruptcy lawyer disclose a
discrimination lawsuit against her former employer.  The employer
filed a motion to dismiss that U.S. District Judge Philip Pro
denied on July 21.  Judge Pro cited a similar 2006 case decided by
the U.S. Court of Appeals in Cincinnati where the court said that
outright dismissal of the suit "to the detriment of 'the victims
of bankruptcy fraud is not an equitable application.'"  Judge Pro
allowed the suit go to forward, with any award capped at the
amount necessary to pay creditors.

Mr. Rochelle notes that the result by Pro is contrary to a ruling
last year by the U.S. Court of Appeals in New Orleans in a case
called Reed v. City of Arlington, where the three-judge panel led
by Chief Judge Edith H. Jones dismissed the suit.  The case was
reargued in May before all actives judges on the 5th Circuit.  The
judges on the 5th Circuit have yet to issue their opinion and say
whether the result reached by Jones will be changed.

Judge Pro's case is Cannata v. Wyndham Worldwide Corp., 10-00068,
U.S. District Court, District of Nevada (Las Vegas).


* Fitch Says Leveraged Media Cos. Can Cover Higher Debt Costs
-------------------------------------------------------------
According to a report published by Fitch Ratings, highly leveraged
U.S. media companies will be able to cover annual interest expense
over the coming years, even in a significantly higher interest
rate environment.

In a special report, 'The Impact of Rising Interest Rates on
Leveraged Media Credits', Fitch gauges the tolerance and
flexibility for rising debt costs in the credit profiles of highly
leveraged media companies with large amounts of debt outstanding.
Fitch analyzes Clear Channel Communications, Inc. (Clear Channel;
IDR 'CCC', Stable Outlook), Nielsen Company B.V. (Nielsen, IDR
'B+', Positive Outlook), and Univision Communications, Inc.
(Univision; IDR 'B', Stable Outlook).

Although the re-emergence of negative macroeconomic news and
sentiment is likely to forestall any moves to raise interest rates
for the time being, Fitch believes such an increase is all but
inevitable over the intermediate term.

As discussed in the report, Fitch conducted a scenario analysis,
evaluating the impact of rising rates and spreads on near-term
maturities and unhedged floating rate debt.

Fitch notes that Clear Channel is the most exposed to interest
rate risk as it has the largest proportion of variable rate debt
in its capital structure. However, Univision will experience the
largest decline in coverage going forward due to the significant
increase in cash interest expense from recent capital structure
changes. Nielsen's interest coverage actually increases going
forward from the repayment of high coupon debt with IPO proceeds.


* 60 Allen Matkins Attorneys Named Among Super Lawyers 2011
-----------------------------------------------------------
Super Lawyers has released its list of outstanding attorneys for
2011 and 60 Allen Matkins attorneys have been named among the best
in California.

Richard Mallory, a founding partner of the firm resident in its
San Francisco office, has also been named among the Top 100
Northern California Super Lawyers.

Super Lawyers identifies the top five percent of attorneys in each
state, as chosen by their peers and through the independent
research of Law & Politics.  The objective of the Super Lawyers
selection process is to create a credible, comprehensive and
diverse listing of outstanding attorneys that can be used as a
resource to assist attorneys and sophisticated consumers in the
search for legal counsel.

Allen Matkins attorneys listed as Southern California Super
Lawyers 2011 include Frederick Allen, John Allen, Robert Cathcart,
Michael Cerrina, Alan Clark, Neil Gluck, Thomas Henning, Brian
Leck, Gregg Loubier, Michael Matkins and Michael Ryan of the
firm's Los Angeles office; Gerben Hoeksma, Anton Natsis, Cheryl
Prell and John Tipton of the firm's Century City office; and
Pamela Andes, Dwight Armstrong, Keith Paul Bishop, John Condas,
Kenneth Curtis, William Devine, Drew Emmel, Lawrence Lewis, Gary
McKitterick and Jason Weiss of the firm's Orange County office.

Allen Matkins attorneys named among Northern California Super
Lawyers 2011 are attorneys Raymond Buddie, David Cooke, John
Gamble, Lee Gotshall-Maxon, Baldwin Lee, Nancy Lundeen, Richard
Mallory, James Meeder, Sandi Nichols, Stephen Walters, Nicholas
Waranoff and Robert Wyatt of the firm's San Francisco office; and
David Blackwell and Michael Durkee of the firm's Walnut Creek
office.

Attorneys listed among San Diego Super Lawyers 2011 include George
Berger, Randy Broberg, Jeffrey Chine, Ray Gliner, Valentine Hoy,
Clark Libenson, David Osias, Dana Schiffman and Amy Wintersheimer
Findley.

The firm's attorneys listed among Southern California Rising Stars
2011 - those who are either 40 years of age or younger, or who
have been practicing 10 or fewer years - include Kevin Ehrhart and
Matthew Ertman of the firm's Los Angeles office; Scott Leipzig and
Michael McFadden of the firm's Century City office; and Matthew
Fogt, Brad Nielsen and Suzanne Skov of the firm's Orange County
office.

The firm's attorneys listed among Northern California Rising Stars
2011 include Rick Grady, Bryan Hawkins, Cathy Hongola, Mark
Seifert and Nicholas Subias from the firm's San Francisco office.

                        About Allen Matkins

Allen Matkins Leck Gamble Mallory & Natsis LLP, founded in 1977,
is a California-based law firm with approximately 220 attorneys in
seven offices in four major metropolitan areas of California: Los
Angeles, Orange County, San Francisco and San Diego.  The firm's
core specialties include real estate, real estate finance,
construction, land use, natural resources, environmental,
corporate and securities, intellectual property, joint ventures,
taxation, bankruptcy and creditors' rights, employment and labor
law, and dispute resolution and litigation in all these matters.
For more than 30 years, Allen Matkins has helped clients turn
opportunity and challenge into success by providing practical
advice, innovative solutions and valuable business opportunities.


* Gnarus Advisors LLC Opens Chicago Office
------------------------------------------
Gnarus Advisors LLC has opened an office in Chicago. The expansion
into the Midwest continues Gnarus' overall strategy of providing
broader and deeper levels of expertise for its clients across the
country.

Founded in 2007 by Managing Director Stephen Sellick, Gnarus now
has more than 40 highly experienced consultants throughout the
country.  In addition to the new office in Chicago, Gnarus
operates from its headquarters in Arlington, Virginia, and
additional offices in Waltham, Massachusetts, Los Angeles and Palo
Alto, California.

"The launch of our new office in Chicago extends our geographic
presence and provides a strong complement to our existing
offices," Sellick said.  "Our Midwest expansion includes the
addition of a new Director who significantly enhances the depth of
our expertise in key areas."

Kirk Hartley joins the firm as a Director to lead the Chicago
office operations with a base of nearly 30 years of experience in
mass torts, asbestos and environmental issues arising inside and
outside of the United States.  Hartley's practice at Gnarus will
focus on assignments in the growing and changing intersections
between science, tort law, corporate law, and insurance.  His
experience also includes the increasing use of bankruptcies,
schemes of arrangement, and corporate use of dedicated funds (or
trusts) to resolve or limit underlying contingent liability
claims.

"Kirk's expertise in all phases of environmental, asbestos and
mass tort claims extends significantly the scope of our expertise
in those areas," Sellick said.  "We also are pleased to add to
Gnarus' knowledge of claims arising overseas because asbestos use
and injuries are increasing around the globe, with asbestos-
related deaths in Europe still many years short of peaks predicted
by researchers."

Gnarus said the addition of Eric Kirschner as a Principal at the
firm.  Kirschner will be based at Gnarus headquarters in
Arlington, Virginia, and brings more than 20 years of experience
in asbestos, pollution and health hazard (APH) insurance claim
analysis and recovery.  He has spent time both as a consultant
designing, developing and programming numerous financial models
and data structures to facilitate APH insurance recovery and as an
attorney litigating APH claims.  His unique blend of skills and
experience deepens Gnarus' ability to help clients efficiently
distill the key pieces of litigation management information out of
vast amounts of data, and to make forward-looking decisions based
on the needed data.  Kirschner's expertise and blends of skills
also are frequently put to work in the context of insurance claim
recovery matters.

"Kirk and Eric are experts in their fields and bring decades of
experience to our clients," Sellick said.  "I've known and worked
with both of them for many years, and they've worked together on
past projects.  I'm very excited to welcome them to Gnarus as
colleagues."

                   About Gnarus Advisors LLC

Corporations, government agencies and law firms call upon Gnarus
Advisors LLC -- http://gnarusllc.com/-- to take on the challenges
that arise from litigation, regulation and other sources of risk
and uncertainty.  Gnarus combines thorough economic analysis and
advanced financial modeling with scientific and technical
expertise to provide its clients with the resources and support
they need across a wide spectrum of industries and disciplines.
Gnarus experts and consultants are adept at solving complex
business problems, identifying and mitigating risk, and supporting
litigation efforts through in-depth research, analysis and
quantitative modeling.  The Gnarus team is comprised of hard
working, experienced individuals who are recognized as leaders in
their fields and bring years of academic, governmental and
corporate experience to every client the company advises.


* Weil, Gotshal & Manges Named No. 1 Bankruptcy Law Firm
--------------------------------------------------------
Vault.com, the source of ratings, rankings and insight for law
students and lawyers, has released its Practice Area Rankings for
2012, examining how law firms fare in areas ranging from Appellate
Litigation to Tax.  When it came to Bankruptcy Law, Weil, Gotshal
& Manges was once again the firm ranked highest in the field by
associates.

The 2012 Vault Law Rankings are based on the results of the annual
Vault Law Firm Associate Survey, in which 16,000 associates
participated this year.  In order to determine the Vault Practice
Area Rankings, associates were able to vote for up to three firms
they consider strongest in their own practice area, but were not
permitted to vote for their own firm.  Vault's rankings indicate
the top firms in each area, as well the total percentage of votes,
offering associates a tool to aid in their career search.

"The law industry is not a one-size-fits-all industry, and for law
students and laterals looking for the best match, Vault's practice
area rankings provide another way to assess potential employers by
understanding which firms excel in specific practice areas based
on the perspectives of associates at peer law firms," said
Mary Kate Sheridan, Vault.com Law Editor.

The Top 10 Bankruptcy Law Firms Are:

1. Weil, Gotshal & Manges
2. Kirkland & Ellis
3. Skadden, Arps, Slate, Meagher & Flom
4. Akin Gump Strauss Hauer & Feld
5. Jones Day
6. Milbank, Tweed, Hadley & McCloy
7. Wachtell Lipton Rosen & Katz
8. Cadwalader, Wickersham & Taft
9. Davis Polk & Wardwell
10. White & Case

According to survey responders Weil Gotshal & Manges was ranked
No. 1 because of its "unmatched bankruptcy expertise."

                           About Vault

Vault.com is the source of employer and university rankings,
ratings and reconnaissance for highly-credentialed, in-demand
candidates.  Vault.com is organized by profession, industry,
company and school.  Vault profiles, rankings and assessment tools
deliver the insider perspective and career research candidates
need to successfully match themselves to the best available jobs,
employers and career opportunities.  The Vault.com Web site
features profiles on more than 4,500 employers, 4,000 universities
and hundreds of industries and professions including the law,
finance, accounting and consulting sectors.  Founded in 1996,
Vault.com is the only career resource of its kind and attracts
more than 1000 employer and recruiter advertisers, more than 1200
school and institutional subscribers and millions of individual
visitors and members.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Forest Hills Apts, LLC
   Bankr. N.D. Ala. Case No. 11-03592
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/alnb11-03592.pdf

In Re Mirantisa Properties LLC
   Bankr. D. Ariz. Case No. 11-20629
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/azb11-20629.pdf

In Re Coppelia Inc. A California Corporation
   Bankr. C.D. Calif. Case No. 11-40784
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/cacb11-40784.pdf

In Re Henry Barnes
   Bankr. C.D. Calif. Case No. 11-40902
      Chapter 11 Petition filed July 19, 2011

In Re Wien Bakery LLC
   Bankr. C.D. Calif. Case No. 11-40874
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/cacb11-40874.pdf

In Re James Appley
   Bankr. M.D. Fla. Case No. 11-13642
      Chapter 11 Petition filed July 19, 2011

In Re Jim Appley's TRU-ARC, Inc.
   Bankr. M.D. Fla. Case No. 11-13639
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/flmb11-13639.pdf

In Re Joseph Gopin
   Bankr. S.D. Fla. Case No. 11-30052
      Chapter 11 Petition filed July 19, 2011

In Re Towmasters Of Port St. Lucie, Inc.
   Bankr. S.D. Fla. Case No. 11-29975
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/flsb11-29975.pdf

In Re SSSK, LLC
   Bankr. E.D. La. Case No. 11-12320
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/laeb11-12320.pdf

In Re 725 North Hickory Avenue, LLC
   Bankr. D. Md. Case No. 11-24863
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/mdb11-24863p.pdf
         See http://bankrupt.com/misc/mdb11-24863c.pdf

In Re Daniel Rosman
   Bankr. D. Mass. Case No. 11-16780
      Chapter 11 Petition filed July 19, 2011

In Re OQUENDO Office Warehouse, LLC
   Bankr. D. Nev. Case No. 11-21371
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/nvb11-21371.pdf

In Re Salvador Macedo
   Bankr. D. Nev. Case No. 11-21354
      Chapter 11 Petition filed July 19, 2011

In Re Tres Perros, LLC
   Bankr. D. Nev. Case No. 11-21363
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/nvb11-21363.pdf

In Re Judy Thomas
   Bankr. D. N.H. Case No. 11-12776
      Chapter 11 Petition filed July 19, 2011

In Re AB Marketing LLC
   Bankr. S.D. Ohio Case No. 11-14421
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/ohsb11-14421p.pdf
         See http://bankrupt.com/misc/ohsb11-14421c.pdf

In Re C. Rigatti, Inc.
   Bankr. W.D. Pa. Case No. 11-24511
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/pawb11-24511p.pdf
         See http://bankrupt.com/misc/pawb11-24511c.pdf

In Re Debra Tate
   Bankr. M.D. Tenn. Case No. 11-07073
      Chapter 11 Petition filed July 19, 2011

In Re PHRP Enterprises Inc.
        dba Mr. Handyman Of Nashville
        dba Mr. Handyman Of Sumner
   Bankr. M.D. Tenn. Case No. 11-07056
      Chapter 11 Petition filed July 19, 2011
         See http://bankrupt.com/misc/tnmb11-07056.pdf

In Re Ormandy Gabriel
   Bankr. W.D. Wash. Case No. 11-18525
      Chapter 11 Petition filed July 19, 2011


In Re Daniel Schayes
   Bankr. D. Ariz. Case No. 11-20775
      Chapter 11 Petition filed July 20, 2011

In Re Winfred Ruperto
   Bankr. D. Ariz. Case No. 11-20810
      Chapter 11 Petition filed July 20, 2011

In Re Robert Psenka
   Bankr. W.D. Ark. Case No. 11-73349
      Chapter 11 Petition filed July 20, 2011

In Re FX Signs Incorporated
   Bankr. C.D. Calif. Case No. 11-33450
      Chapter 11 Petition filed July 20, 2011
         See http://bankrupt.com/misc/cacb11-33450.pdf

In Re Maria Manicucci
   Bankr. C.D. Calif. Case No. 11-18682
      Chapter 11 Petition filed July 20, 2011

In Re Thomas Greanias
   Bankr. C.D. Calif. Case No. 11-41038
      Chapter 11 Petition filed July 20, 2011

In Re Richard French
   Bankr. E.D. Calif. Case No. 11-92580
      Chapter 11 Petition filed July 20, 2011

In Re Joseph Garcia
   Bankr. S.D. Calif. Case No. 11-11942
      Chapter 11 Petition filed July 20, 2011

In Re Rodney Dakin
   Bankr. M.D. Fla. Case No. 11-13718
      Chapter 11 Petition filed July 20, 2011

In Re Raymond Bell
   Bankr. N.D. Ga. Case No. 11-70942
      Chapter 11 Petition filed July 20, 2011

In Re Jack Bataoel
   Bankr. N.D. Ill. Case No. 11-29784
      Chapter 11 Petition filed July 20, 2011

In Re Salyersville Medical Center, LLC
   Bankr. E.D. Ky. Case No. 11-70468
      Chapter 11 Petition filed July 20, 2011
         See http://bankrupt.com/misc/kyeb11-70468.pdf

In Re G.R.I.P Development, Inc.
   Bankr. E.D. La. Case No. 11-12335
      Chapter 11 Petition filed July 20, 2011
         See http://bankrupt.com/misc/laeb11-12335.pdf

In Re Saulenas, Inc.
   Bankr. D. Mass. Case No. 11-43091
      Chapter 11 Petition filed July 20, 2011
         See http://bankrupt.com/misc/mab11-43091.pdf

In Re Shamim Iftikhar
   Bankr. D. Md. Case No. 11-24937
      Chapter 11 Petition filed July 20, 2011

In Re Shirley Trinh
   Bankr. D. Nev. Case No. 11-21412
      Chapter 11 Petition filed July 20, 2011

In Re Gold Key, Inc.
        dba Network Connectors
   Bankr. N.D. Ohio Case No. 11-42159
      Chapter 11 Petition filed July 20, 2011
         See http://bankrupt.com/misc/ohnb11-42159.pdf

In Re Anzach, LLC
        dba Andi-Zach Inc
        dba Skyline Chili
   Bankr. S.D. Ohio Case No. 11-14469
      Chapter 11 Petition filed July 20, 2011
         See http://bankrupt.com/misc/ohsb11-14469.pdf

In Re Benny Edwards
   Bankr. N.D. Ala. Case No. 11-41880
      Chapter 11 Petition filed July 21, 2011

In Re Fred Hunter
   Bankr. D. Ariz. Case No. 11-20939
      Chapter 11 Petition filed July 21, 2011

In Re Michael Keeler
   Bankr. C.D. Calif. Case No. 11-20215
      Chapter 11 Petition filed July 21, 2011

In Re U.S. Granite
   Bankr. E.D. Calif. Case No. 11-37904
      Chapter 11 Petition filed July 21, 2011
         filed pro se

In Re James Partin
      Patricia Partin
   Bankr. D. Conn. Case No. 11-51471
      Chapter 11 Petition filed July 21, 2011


In Re Daniel Beaudoin
   Bankr. M.D. Fla. Case No. 11-13783
      Chapter 11 Petition filed July 21, 2011

   In Re Michael Beaudoin
      Bankr. M.D. Fla. Case No. 11-13784
         Chapter 11 Petition filed July 21, 2011


In Re Lovina Lehr
   Bankr. M.D. Fla. Case No. 11-13786
      Chapter 11 Petition filed July 21, 2011

In Re Gerald Ross
   Bankr. S.D. Fla. Case No. 11-30193
      Chapter 11 Petition filed July 21, 2011

In Re Alpha Mechanical LLC
   Bankr. D. Idaho Case No. 11-41202
      Chapter 11 Petition filed July 21, 2011
         See http://bankrupt.com/misc/idb11-41202.pdf

In Re 3506 River Road LLC
   Bankr. N.D. Ill. Case No. 11-29873
      Chapter 11 Petition filed July 21, 2011
         See http://bankrupt.com/misc/ilnb11-29873.pdf

In Re Paramount Land Holdings, LLC
        aka Paramount Land Holdings, LLC (MI)
   Bankr. E.D. Mich. Case No. 11-59837
      Chapter 11 Petition filed July 21, 2011
         See http://bankrupt.com/misc/mieb11-59837p.pdf
         See http://bankrupt.com/misc/mieb11-59837c.pdf

In Re J. J. Hill Brace and Limb Co., Inc.
   Bankr. S.D. Miss. Case No. 11-51669
      Chapter 11 Petition filed July 21, 2011
         See http://bankrupt.com/misc/mssb11-51669p.pdf
         See  http://bankrupt.com/misc/mssb11-51669c.pdf

In Re Daniel Newcomer
   Bankr. D. N.J. Case No. 11-31730
      Chapter 11 Petition filed July 21, 2011

In Re Edward Yoder
   Bankr. E.D. Va. Case No. 11-73305
      Chapter 11 Petition filed July 21, 2011

In Re John Beard
   Bankr. E.D. Va. Case No. 11-15341
      Chapter 11 Petition filed July 21, 2011

In Re Linda Mackay
   Bankr. C.D. Calif. Case No. 11-20298
      Chapter 11 Petition filed July 22, 2011

In Re Mario Castillo
   Bankr. C.D. Calif. Case No. 11-41356
      Chapter 11 Petition filed July 22, 2011

In Re Kenneth Myers
   Bankr. E.D. Calif. Case No. 11-92601
      Chapter 11 Petition filed July 22, 2011

In Re Richard Taguinod
   Bankr. N.D. Calif. Case No. 11-47746
      Chapter 11 Petition filed July 22, 2011

In Re Ashley Townsend
      Mary Townsend
   Bankr. D. Colo. Case No. 11-27459
      Chapter 11 Petition filed July 22, 2011

In Re SG Crown Plaza, Inc.
        fdba Knights Inn
        fdba Ramada Conference Center
        dba Cavalier's Resort Shelbyville
        dba Cavalier's Resort & Conference Center
   Bankr. N.D. Ill. Case No. 11-29970
      Chapter 11 Petition filed July 22, 2011
         See http://bankrupt.com/misc/ilnb11-29970.pdf

In Re Stephen Roylance
      Pamela Roylance
   Bankr. D. Md. Case No. 11-25127
      Chapter 11 Petition filed July 22, 2011

In Re Patrick Hays
   Bankr. N.D. Miss. Case No. 11-13299
      Chapter 11 Petition filed July 22, 2011

In Re Alfonso Amaya
   Bankr. D. Nev. Case No. 11-21561
      Chapter 11 Petition filed July 22, 2011

In Re Morton Winer
   Bankr. D. Nev. Case No. 11-21507
      Chapter 11 Petition filed July 22, 2011

In Re G&G Flight Service, Inc.
   Bankr. D. N.J. Case No. 11-31920
      Chapter 11 Petition filed July 22, 2011
         See http://bankrupt.com/misc/njb11-31920.pdf

In Re Ralph Brutsche
   Bankr. D. N.M. Case No. 11-13326
      Chapter 11 Petition filed July 22, 2011

In Re Batten Ceramic Tile, Inc.
   Bankr. E.D. N.C. Case No. 11-05592
      Chapter 11 Petition filed July 22, 2011
         See http://bankrupt.com/misc/nceb11-05592.pdf

In Re Crockett Street Bottle Shop, Inc.
   Bankr. N.D. Texas Case No. 11-44090
      Chapter 11 Petition filed July 22, 2011
         See http://bankrupt.com/misc/txnb11-44090.pdf

In Re Harmohinder Bhatia
   Bankr. S.D. Texas Case No. 11-36209
      Chapter 11 Petition filed July 22, 2011



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, 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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