TCR_Public/120704.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 4, 2012, Vol. 16, No. 184

                            Headlines

1555 WABASH: In Talks for Plan Funding, Wants Exclusivity Extended
4TH STREET EAST: Ocean II Wins Relief From Automatic Stay
AK STEEL: S&P Cuts Corporate Credit Rating to 'B+' on Weak Results
ALPHA NATURAL: S&P Alters Outlook to Negative, Keeps 'BB-' CCR
ALTEGRITY INC: S&P Lowers Corporate Credit Rating to 'B-'

AMERICAN AIRLINES: Seeks Exclusivity Extension Until Dec. 27
AMERICAN AIRLINES: Wins Approval of New TWU CBAs
AMERICAN AIRLINES: Asks Court for Permission to Buy Boeing Planes
AMERICAN AIRLINES: Proposes to Buy 10 Leased Aircraft From HNB
ARLIN GEOPHYSICAL: U.S. Trustee Dismissal or Ch. 7 Conversion

BCM ENERGY: Posts $369,000 Net Loss in Q1 2011
BEHRINGER HARVARD: Vernon Healy Questions Money Move
BEHRINGER HARVARD: Wants to Employ Munsch Hardt as Attorneys
BIONEUTRAL GROUP: Posts $520,900 Net Loss in April 30 Quarter
BROOKWATER VENTURES: Brazilian Unit Receives Notice of Default

CASTLEVIEW LLC: Files for Chapter 11 With Plan
CAVIATA ATTACHED: 9th Cir. BAP Affirms Chapter 22 Case Dismissal
CBS I LLC: Wants to Continue Hiring Dmitri Dalacas as Attorney
CBS I LLC: Wants to Employ Marquis Aurbach as Attorneys
CEMEX SAB: Presents Refinancing Proposal to Lenders

CF INDUSTRIES: S&P Raises Corporate Credit Rating From 'BB+'
CHINA HYDROELECTRIC: Reports $785,000 Net Income in Q1 2012
CHINA TEL GROUP: To Issue 49.9 Million Shares to Contractors
COMARCO INC: To Issue 1.8MM Shares Under 2011 Incentive Plan
COMBIMATRIX CORP: Share Bid Price Below Nasdaq Minimum

COMSTOCK RESOURCES: Moody's Issues Summary Credit Opinion
CONCHO RESOURCES: Moody's Issues Summary Credit Opinion
CONE CONSTRUCTORS: Officer Fails in Bid to Reduce 15-Yr Sentence
CONQUEST PETROLEUM: Settles McGowan Lawsuit for $3 Million
CONSTELLATION BRANDS: S&P Keeps 'BB+' CCR Over Imports Acquisition

CORMEDIX INC: Has Until Aug. 22 to Regain NYSE Amex Compliance
CREEKSIDE SENIOR: 6th BAP Affirms Valuation of LIHTC Properties
DANNY'S DIGGIN': Iowa Appeals Court Affirms Foreclosure Ruling
DOUG LARSEN: Minute Entry Does Not Constitute Proper Order
DYNEGY HOLDINGS: Disclosure Statement Being Approved

EASTMAN KODAK: Wins Approval to Auction Digital Imaging Patents
EASTMAN KODAK: D&Os Win OK for XL to Pay Defense Costs
EASTMAN KODAK: Court Approves Carestream Supply Agreement
EASTMAN KODAK: Seeks to Reject Agreement With Schneider
EASTMAN KODAK: States Arguments Against Apple's Patent Claims

EDISON MISSION: S&P Downgrades CCR to 'CCC' on Refinancing Risk
ELITE PHARMACEUTICALS: Incurs $15-Mil. Net Loss in Fiscal 2012
ELO TOUCH: S&P Assigns 'B' Corporate Credit Rating
EVERGRANDE REAL: S&P Alters Outlook to Negative; Affirms 'BB' CCR
FERTITTA MORTON: S&P Withdraws 'B' CCR Over Landry Consolidation

FILENE'S BASEMENT: Syms Reaches Deal With Committees
FIRST MIDWEST: Moody's Lowers Preferred Stock Rating to 'Ba1'
FIRST WIND: S&P Removes 'B-' Corp. Credit Rating From CreditWatch
FRANK LEVESQUE: BAP Affirms Order Denying Chapter 11 Conversion
FREMONT GENERAL: Signature Asks Shareholders to Avoid McIntyre

GAMETECH INT'L: Files for Chapter 11 as Rival Buys Debt
GRANITE SHOALS: S&P Cuts Rating on GO Bonds to 'BB+'
HAWKER BEECHCRAFT: Files Plan by June 30 Deadline
GAMETECH INT'L: Files for Chapter 11 as Rival Buys Debt
GAYLE JENKINS: La. Appeals Court Affirms $1.5MM Arbitration Award

GREAT CHINA MANIA: Posts $20,100 Net Loss in Q1 2012
HERON LAKE: Posts $1.36 Million Net Loss in April 30 Quarter
HOLLY SEAY: Proposal for Wells Fargo Claim Required by Friday
HOLLYFRONTIER CORP: Moody's Issues Summary Credit Opinion
HOMER CITY: S&P Affirms 'CC' Issue Rating on Senior Secured Notes

HONDO MINERALS: Posts $556,300 Net Loss in April 30 Quarter
INTEGRATED BIOPHARMA: Closes $11.7-Mil. Credit Facility with PNC
INTEGRATED BIOPHARMA: Refinances Defaulted Sub. Conv. Note
JEWISH COMMUNITY: Taps Atlantic Insurance as Insurance Adjuster
JOHN D. OIL: Posts $3 Million Net Loss in 2011

K-V PHARMACEUTICAL: Ave. Closing Price Below NYSE Minimum
LEHMAN BROTHERS: Completes Sale of Aurora Bank Assets
LIBERTY STATE: Combs Family Trust's Action Remanded to State Court
LIQUIDMETAL TECHNOLOGIES: VPC Acquires 10 Million Common Shares
METROGAS SA: Posts ARS18 Million Net Loss in Q1 2012

NANA DEVELOPMENT: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
NATIONAL BANK OF GREECE: Auditors Raise Going Concern Doubt
NEBRASKA BOOK: Completes Restructuring, Emerges from Chapter 11
NEOMEDIA TECHNOLOGIES: Murray Ceases to Hold 5% Equity Stake
NEWPAGE CORP: Bondholders Talking With Verso on Possible Merger

NORTH CAROLINA UNIV.: S&P Lowers Rating on Obligation Bonds to BB
NORTHWESTERN STONE: Seeks Court OK to Use MSB Cash Collateral
NYTEX ENERGY: Proposes Amendments to Preferred Stock Terms
OLSEN AGRICULTURAL: Settles With Members and Rabo Under Plan
OLSEN AGRICULTURAL: Can Access $3 Million Rabo Exit Facility

PEMCO WORLD: Creditors' Settlement With Sun Capital Approved
POLYPORE INT'L: S&P Raises Rating on $365MM Senior Notes to 'B+'
PRIMARY ENERGY: S&P Withdraws 'BB' Corporate Credit Rating
PRIMEDIA INC: S&P Affirms 'B' CCR Over Rent.com Acquisition
QUIGLEY CO: Sets Aug. 15 Disclosure Hearing for New Plan

REPOSITORY TECH: 7th Cir. Turns Down Shareholder's Appeal
RESIDENTIAL CAPITAL: Fortress, Berkshire-Led Auctions Okayed
RESIDENTIAL CAPITAL: Retired Judge Gonzalez Named as Examiner
RESIDENTIAL CAPITAL: Wants Until July 20 to File Schedules
RESIDENTIAL CAPITAL: Allowed to Continue Loan Servicing Activities

RG STEEL: Proposes Bonuses Linked to Sale Before Dec. 31
ROOMSTORE INC: Going Out of Business Sale at 20 Locations
SAND TECHNOLOGY: Delays Filing of Interim Financial Report
SANKO STEAMSHIP: Seeks Creditor Protection in Tokyo & New York
SANTA YSABEL RESORT: Files for Bankruptcy in San Diego

SILVER SPRING: S&P Corrects Rating on 2004 Bonds to 'NR'
STEREOTAXIS INC: Fails to Comply with Nasdaq's Market Value Rule
STOCKTON, CA: Judge Christopher Klein to Oversee Case
SUPERTEL HOSPITALITY: Bid Price for 30 Days Below Nasdaq Minimum
TERRA-GEN FINANCE: S&P Places 'BB-' CCR on Watch Negative

THORNBURG MORTGAGE: Chapter 11 Trustee, Banks in Settlement Talks
TRAINOR GLASS: Court Approves Black as North Carolina Counsel
TRIPLE POINT: S&P Rates $185MM Sr. Secured Credit Facility 'B+'
VALEANT PHARMACEUTICALS: S&P Affirms 'BB' Corporate Credit Rating
W.R. GRACE: To Release Q2 Financial Results July 25

W.R. GRACE: Prepares to Emerge From Bankruptcy Protection
W.R. GRACE: Dist. Court Rejects Garlock's Bid to Stay Plan Order
W.R. GRACE: Opposes Anderson Plea for Relief From Plan Order

* Chadbourne & Parke Expands Project Finance Practice
* Mintz Levin's Jeffry Davis Among San Diego Super Lawyers

* Upcoming Meetings, Conferences and Seminars

                            *********

1555 WABASH: In Talks for Plan Funding, Wants Exclusivity Extended
------------------------------------------------------------------
1555 Wabash LLC, asks the Bankruptcy Court to extend the exclusive
periods set forth in Sections 1121(b) and 1121(c) of the
Bankruptcy Code through and including September 28, 2012, and
November 28, 2012, respectively.

The Debtor has been diligently pursuing the administration of this
Chapter 11 case with a view toward formulating a prompt exit
strategy.  However, given the general overall economic concerns
especially facing the real estate markets, it is impossible for
the Debtor to propose a Plan and implement a Chapter 11 exit
strategy within the existing Exclusive Periods.  Furthermore, the
Debtor has had discussions with third parties relating to a
transaction that would involve the funding of a Plan.  These third
parties have conducted due diligence regarding the Debtor, the
Property and the related financial issues and are in the process
of formulating offers that could be utilized in the implementation
of the exit strategy from the Chapter 11 case.  The Debtor
requires further time for discussions with third parties to be
completed.

The Debtor has cooperated with the various professionals retained
by the Senior Lender in their inspections and analyses of the
Property.  This cooperation has taken substantial time and effort
by the Debtor since the entry of the prior Order extending the
Exclusive Periods.  Importantly, the Senior Lender's agent has
just begun to conduct and manage settlement negotiations among the
Debtor, guarantors and Senior Lender.  In fact, a meeting at the
California offices of the Senior Lender is in the process of being
scheduled.  If these settlement negotiations are successful, all
issues in this Chapter 11 case and with respect to the Property
can be resolved.  Extending the Exclusive Periods will also
facilitate these settlement efforts.

                        About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 11-51502) on Dec. 27, 2011, to halt foreclosure of the
property.  Judge Jacqueline P. Cox oversees the case.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's counsel.  The Debtor scheduled $90,055 in personal
property and said the current value if its condo building is
unknown.  The Debtor disclosed $51.6 million in liabilities.  The
petition was signed by Theodore Mazola, president of New West
Realty Development Corp, sole member and manager of the Debtor.


4TH STREET EAST: Ocean II Wins Relief From Automatic Stay
---------------------------------------------------------
Bankruptcy Judge Nail W. Bason granted Ocean II LLC in rem relief
from the automatic stay in the Chapter 11 case of 4th Street East
Investors, Inc., saying Ocean II has presented sufficient evidence
to establish that a purported transfer of interest in a disputed
property, in violation of loan documents, was part of a "scheme"
to delay or hinder Ocean II's remedies against the property by
implicating the automatic stay of 11 U.S.C. Sec. 362(a) in the
Debtor's bankruptcy case.

A copy of the Court's June 29, 2012 Memorandum Decision is
available at http://is.gd/d8kBllfrom Leagle.com.

4th Street East Investors, Inc., owns and operates a storage
facility consisting of 5 buildings with 240 rentable storage
units, an office, and a residence for an on-site manager.  4th
Street filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case
No. 12-17951) on March 5, 2012, disclosing $1.02 million in assets
and $1.47 million in liabilities.  Judge Neil W. Bason oversees
the case.  Craig G. Margulies, Esq., at The Margulies Law Firm,
APLC, serves as the Debtor's counsel.  The petition was signed by
Kim Holmes, president.


AK STEEL: S&P Cuts Corporate Credit Rating to 'B+' on Weak Results
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on AK Steel Holding Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.

"The downgrade reflects our assessment that AK Steel will continue
to have weak financial metrics stemming from continuing difficult
competitive conditions, including uneven demand, excess capacity,
declining prices, and relatively high raw material costs," said
Standard & Poor's credit analyst Marie Shmaruk.

"We are also concerned that weaker markets globally, mainly a
result of eurozone uncertainties and slowing growth in China, will
limit the growth in the U.S. economy and weigh on pricing in the
steel markets.  Given the relatively fixed cost nature of the
company's business, we expect that lower prices will keep margins
low and result in weak operating performance," S&P said.

"We expect 2012 EBITDA -- although better than last year -- to be
below $300 million and debt to EBITDA to be above 8x. We also
expect funds from operations (FFO) to total debt to be below 10%.
This is well below our previous expectations of between $350
million and $400 million of EBITDA and debt to EBITDA of about 6x
(adjusted for post retirement benefit obligations, operating
leases, and asset retirement obligations). Moreover, our
expectations for 2013 are now less optimistic, with demand
remaining sluggish, although we still expect improvement over
2012. Based on our expectations, which include moderating raw
material costs and continuing slow economic growth in the U.S.
that results in modest pricing and volume gains, debt to EBITDA
should decline but remain above 6x in 2013, but approaching levels
that, in our view, are more appropriate for a 'B+' rating. For the
rating, we expect total adjusted debt to EBITDA of about 5x and
FFO to total adjusted debt of 15% to 20%," S&P said.

The corporate credit rating and outlook reflect the combination of
the company's "fair" business risk profile and "aggressive"
financial risk profile. The ratings also reflect its good market
positions in a number of value-added steel products and its
"strong" liquidity. Its relatively small size, high fixed costs as
an integrated steelmaker, lack of backward integration, limited
diversity with high exposure to the automotive market,
significant legacy costs, and weak credit metrics somewhat offset
the strengths.

"Although AK Steel has become somewhat more cost-competitive
compared with its peers and has taken steps to reduce its other
postretirement employee benefit (OPEB) liabilities, we believe it
remains disadvantaged because of its lack of backward integration.
The company is exposed to higher procurement costs because it
doesn't own or control any iron ore or metallurgical coal (met
coal) assets. High iron ore and met coal prices, which have
increased significantly since 2009, have been a drag on operating
performance during the past few years. The company has recently
made two acquisitions to address a portion of its raw material
needs, but we do not expect them to affect financial performance
for several years," S&P said.

AK Steel manufactures flat-rolled carbon, and stainless and
electrical steel, which compete in cyclical and capital-intensive
markets. The company has a somewhat higher value-added product mix
than many of its peers, with less than 20% of shipments coming
from commodity steel products.

"Still, it has limited diversity.  Sales to the automotive
industry account for more than 35%.  The outlook is stable,
reflecting our expectation that the company's strong liquidity
will support its operations through this weak period. The
company's results will likely slowly improve along with the
economy, in our view, as   pricing improves modestly and raw
material costs moderate. Still, we expect credit measures to
remain elevated during the next year or so, with adjusted debt to
EBITDA between 6x and 7x by the end of 2013 and FFO to debt of
about 10%," S&P said.

"We could lower the corporate credit rating further if industry
conditions and AK Steel's financial performance during the next
several quarters are weaker than we expect and liquidity
deteriorates. We would consider a downgrade if EBITDA continues to
be below $300 million, debt to EBITDA remains above 6x, and total
liquidity (cash and availability on its revolver) falls below $300
million," S&P said.

"We could raise the rating if markets and pricing markedly improve
and we believe the company will be able to strengthen and maintain
its adjusted leverage at or below 5x.  This could happen if the
U.S. economy grows faster than we expect, leading to a resurgence
in construction that raises steel prices and causes the company's
EBITDA to exceed $400 million. We may also consider raising the
rating if the company is able to realize sustainably lower costs
and higher EBITDA through its investment in iron ore and met
coal," S&P said.


ALPHA NATURAL: S&P Alters Outlook to Negative, Keeps 'BB-' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Alpha Natural Resources Inc.

"At the same time, we revised the outlook to negative from
stable," S&P said.

"The rating affirmation and negative rating outlook reflect our
expectations that the domestic steam coal market will remain
challenged with the possibility of additional production cuts,
while 2013 metallurgical (met) coal prices will likely improve as
the global economy improves, benefitting from strong global demand
and limited supply," said Standard & Poor's credit analyst Maurice
Austin.

"Our corporate credit rating on Alpha reflects what we consider to
be the company's "fair" business risk and its "aggressive"
financial risk," S&P said.

Risks include meaningful operations in Central Appalachia (CAPP),
where coal producers face significant regulatory and environmental
constraints, depleting coal seams, rising costs, and high debt.
Strengths include the potential for higher met coal prices next
year, the company's significant reserve base, and its strong
liquidity.

"Our baseline scenario assumes that Alpha's 2012 production is
about 110 million tons, down from our previous expectations of
about 118 million tons. Consequently, our expectation for cash
costs increases to about $50 per ton from our previous assumptions
of about $47 per ton, resulting in EBITDA of below $1 billion. We
now estimate debt to EBITDA of about 5x and funds from
operations (FFO) to debt of about 17%," S&P said.

"We expect 2013 production to decline further to about 90 million
tons because of the continuing challenges facing the domestic
steam coal market. Although we believe met coal prices will
improve, we expect 2013 EBITDA to decline to $750 million to $850
million. Given these assumptions, we expect Alpha's leverage to
weaken in 2013 to about 5.5x and FFO to debt of about 15%, levels
we believe are still appropriate for our aggressive financial risk
profile," S&P said.

"It is our opinion that Alpha's large and diverse coal reserves,
its position as a leading provider of met coal, and its strong
export position will enable the company to benefit from an
eventual recovery in coal demand," S&P said.

Alpha is America's third largest coal producer as measured by
production. It is the nation's largest supplier of met coal, which
is used in steel-making, and is a major supplier of thermal coal
to electric utilities and manufacturing industries.

"The negative rating outlook reflects our view that 2013 operating
performance could deteriorate more than we expect if the company
lowers its production guidance further because of continued weak
coal markets, resulting in weaker   credit metrics than we
currently expect," S&P said.

"We could lower our rating if coal demand deteriorates further, if
a disruption were to occur at one of its key coal operations, or
if costs increase meaningfully, resulting in further production
curtailments and weaker credit measures. We would consider a lower
rating if debt to EBITDA rose to more than 6x and FFO to total
debt fell below 15%, and if these measures were likely to remain
for an extended period. We would also consider a downgrade if
liquidity, in our view, becomes "adequate," which could occur if
Alpha draws more than $600 million against its revolver.
Although a positive rating action seems less likely in the near
term given the operating environment, one could occur if domestic
coal demand improves and exports increase such that leverage
strengthened to below 5x and FFO to debt above 15%," S&P said.


ALTEGRITY INC: S&P Lowers Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Falls Church, Va.-based Altegrity Inc. to 'B-' from 'B'.
The outlook is stable.  "At the same time, we lowered our issue-
level ratings on the company's senior secured credit facilities to
'B' from 'B+'. The '2' recovery ratings, which indicate our
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default or bankruptcy, remain unchanged,"
S&P said.

"We also lowered the issue-level ratings on the company's $210
million senior unsecured notes due 2015, $290 million senior
unsecured notes due 2015, and $150 million senior subordinated
notes due 2016 to 'CCC' from 'CCC+'. The '6' recovery ratings,
which indicate our expectation for negligible (0% to 10%)
recovery for creditors in the event of a payment default or
bankruptcy, remain unchanged," S&P said.

"The downgrade is due to operating performance falling below our
expectations, largely owing to weakness at its USIS segment amid
reduced government spending," said Standard & Poor's credit
analyst Brian Milligan.

"Given the government's significant budget deficit, we believe
Altegrity's business risk profile will remain "weak" and its
financial risk profile will   remain "highly leveraged" for the
foreseeable future.  We also believe the company can maintain an
"adequate" liquidity profile. Our business risk assessment
reflects our analysis that the company is highly dependent on U.S.
government spending, client engagements with limited visibility,
and employee turnover trends.  The company operates through four
business segments: USIS, Kroll Advisory, Screening, and Kroll
Ontrack," S&P said.

"Our financial risk assessment incorporates our expectation for
financial policies to remain very aggressive and our forecast for
key financial ratios to remain indicative of a "highly leveraged"
financial risk profile. Through the end of fiscal 2013, we
forecast the ratio of adjusted total debt to EBITDA will remain
high at between 7x and 8x, funds from operations (FFO) to total
debt will remain low at between 5% and 7%, and EBITDA interest
coverage will remain thin at between 1.4x and 1.6x. Financial
ratios indicative of a "highly leveraged" financial risk profile
include adjusted total debt to EBITDA above 5x and FFO to total
debt below 12%.  We believe Altegrity's USIS business segment will
remain under pressure for the foreseeable future.  USIS provides
security-related background investigative services, primarily with
the Office of Personnel Management (OPM).  The multiyear contract
with the OPM was renewed last year at less favorable terms than
the prior contract," S&P said.

"It is normal for contracts to renew at less favorable terms
initially, but the contract value over the total period typically
improves," said Mr. Milligan.  "The stable outlook reflects our
forecast for weak growth in its USIS business because of reduced
government spending, for financial ratios to remain well within
levels indicative of a highly leveraged financial risk profile,
and for liquidity to remain adequate," S&P said.

AMERICAN AIRLINES: Seeks Exclusivity Extension Until Dec. 27
------------------------------------------------------------
AMR Corporation and the Official Committee of Unsecured Creditors
(UCC) have agreed to jointly request that the U.S. Bankruptcy
Court for the Southern District of New York extend exclusivity for
AMR to file its Plan of Reorganization to Dec. 27, 2012, according
to a statement by AMR.

American Airlines parent AMR Corp. will seek a three-month
extension to its exclusive right to file bankruptcy reorganization
plan as a pilots union vote pushes back the timetable for winning
labor savings, Jeffrey McCracken and Mary Schlangenstein of
Bloomberg News reported on June 30.

AMR's exclusive plan filing period is currently scheduled to
expire on Sept. 28.  Extension of the period to Dec. 27 would
delay any formal merger proposal to creditors from US Airways
Group Inc., which is weighing a takeover, Bloomberg pointed out.
Further extension of the exclusive period may also mean missing
Chief Executive Officer Tom Horton's goal of a 2012 bankruptcy
exit as he works to keep Fort Worth, Texas-based American
independent while the airline restructures, Bloomberg further
pointed out.

"More time does not mean we will slow down," Missy Cousino, an
airline spokeswoman, said in a separate e-mailed statement,
without giving details of AMR's plans, Bloomberg quoted.  "We
have one chance to get this restructuring right, so it's
important we approach this process in a methodical and
disciplined manner."

According to Bloomberg, extension of AMR's exclusive period makes
sense because pilot union leaders agreed to let members vote on
$315 million in givebacks and balloting of those votes won't end
until Aug. 8.  Bankruptcy judge Sean Lane has delayed until
Aug. 15, after the pilots vote, a ruling on whether American can
reject the contracts of flight attendants, mechanics and stock
clerks if agreements aren't reached before that deadline.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


AMERICAN AIRLINES: Wins Approval of New TWU CBAs
------------------------------------------------
The Bankruptcy Court approved the new collective bargaining
agreements entered by AMR Corp. and its affiliates with the
Transport Workers Union of America, AFL-CIO, on behalf of five
employee groups:

   (1) Flight Dispatchers and Dispatchers' Assistants;
   (2) Fleet Service Employees and Ground Service Employees;
   (3) Ground School and Pilot Simulator Instructors;
   (4) Maintenance Control Technician Employees; and
   (5) Flight Simulator Technicians, Associate Simulator
       Technicians, Technical Coordinators.

A full-text copy of the TWU CBA is available for free at:

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

As reported in AMERICAN AIRLINES BANKRUPTCY NEWS, Issue No. 18,
Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New
York, says the new CBAs were reached after extensive arm's-length
negotiations.  To ensure that the employees covered by the new
CBAs are treated fairly and equitably with all other employee
groups -- both union and non-union -- the parties have agreed that
the new CBAs will take effect only if American secures the
ability to modify the labor contracts covering the other
unionized employees that are reasonably projected to produce the
targets for labor cost savings specified in this motion, either
by consensual agreements with the unions or by rejection of the
CBAs in the Section 1113 process, he states.

By means of so-called "me too" provisions included in a side
letter to each of the new CBAs, American and TWU have agreed that
if American and the non-TWU-represented work groups reach
consensual agreements which provide labor cost savings less than
the targeted savings, American and TWU will agree to proportionate
reductions in the targeted labor cost savings in the new CBAs, Mr.
Miller notes.

In February, American presented its Business Plan that provided
for labor cost reductions from all of American's unionized and
non-union employees, including management and support staff.
American then presented proposals pursuant to Section 1113 to the
TWU for each of the seven work groups that met the Company's
labor cost reduction goals.  The cost reductions sought from each
TWU-represented work group are as follows:

    TWU Contract Group            Annual Cost Reductions Needed
    ------------------            -----------------------------
          M&R                                 $212 million
          Fleet Service                     $152.4 million
          MCT                                 $3.4 million
          Instructors                       $2.154 million
          Stock Clerks                         $20 million
          Sim Techs                           $1.7 million
          Dispatch                          $3.239 million

TWU and American thereafter engaged in extensive bargaining
regarding these Section 1113 Proposals.  In March, American filed
a motion to reject its CBAs with its three unions: the Allied
Pilots Association, Association of Professional Flight Attendants,
and TWU.  American and TWU then continued to negotiate as required
by Section 1113(b)(2), and continued to negotiate even after the
hearing on the Sec. 1113 Motion began on April 23, 2012.  On May
10, 2012, TWU sent out for a vote on ratification settlement
proposals from American in the form of new CBAs for each work
group.  On May 15, 2012, TWU reported that five of the seven
employee groups had ratified the proposed CBAs: Fleet Service,
Dispatch, MCTs, Instructors and Sim Techs.

The current status of the CBAs with all seven TWU groups is set
forth:

TWU Contract     Effective date of    Amendable date   Ratified
Group            Current CBA          of Current CBA   Agreement
------------     -----------------    --------------   ---------
M&R              April 15, 2003       April 30, 2008       No
Fleet Service    April 15, 2003       April 30, 2008      Yes
MCT              May 5, 2010          May 5, 2013         Yes
Instructors      October 1, 2011      April 1, 2015       Yes
Stock Clerks     April 15, 2003       April 30, 2008       No
Sim Techs        April 15, 2003       April 30, 2008      Yes
Dispatch         April 15, 2003       April 30, 2008      Yes

                         Ratified CBAs

"The five ratified CBAs contain modifications that meet the
proposed labor cost reductions that are necessary for the success
of American's restructuring," Mr. Miller says.  Each CBA is
summarized as follows:

(A) The Dispatch CBA provides for work rule changes, including:
    (1) elimination of restrictions on regional flying; (2)
    elimination of system and station job protections that
    currently limit the Company's ability to lay off protected
    employees; (3) reduction of annual vacation accrual and
    elimination of paid personal vacation days; (4) modification
    of the work schedule; and (5) elimination of the special
    moving allowance given to employees who are laid off.  It
    provides for structural pay increases and continues the
    current performance-base pay program.

(B) The Sim Tech CBA provides for work rule changes, including:
    (1) elimination of restrictions on regional flying; (2)
    elimination of system and station job protections currently
    limit the Company's ability to lay off protected employees;
    (3) elimination of paid holidays in exchange for five paid
    days off to be approved at management discretion; (4)
    elimination of paid personal vacation days; and (5) changes
    to the per diem allowance.  It also provides for structural
    pay increases.

(C) The Instructors CBA provides for work rule changes,
    including: (1) elimination of system and station job
    protections that currently limit the Company's ability to lay
    off protected employees; (2) modification of procedures for
    filling flight simulator seats; (3) reduction of overtime pay
    rate; (4) modifications to monthly work schedule; (5)
    reduction of paid holidays; and (6) elimination of paid
    personal vacation days. It also provides for structural pay
    increases.

(D) The Fleet Service CBA provides for work rule changes,
    including: (1) outsourcing dayline cabin cleaning, cargo
    handling at most stations, mail handling, interline cargo,
    fueling, bus driving, and American Eagle bag transfer work
    and reassigning some work currently done by Fleet Service
    Clerks in Tulsa to TWU-represented M&R employees; (2)
    elimination of system and station job protections that
    currently limit the Company's ability to lay off protected
    employees; (3) elimination of restrictions on regional
    flying; (4) reduction of longevity pay premium; (5)
    modification of station staffing departure threshold
    governing which stations must be staffed with TWU-represented
    employees; (6) modification of holiday pay procedures so that
    employee is paid for a holiday only when working on that
    holiday; (7) reduction in maximum annual vacation accrual and
    elimination of paid personal vacation days; and (8)
    eliminating the special moving allowance given to laid off
    employees.  It also provides for an initial reduction in base
    pay scales, followed by structural pay increases to those
    current levels.

(E) The MCT CBA provides for work rule changes, including: (1)
    elimination of restrictions on regional flying; (2)
    elimination of system and station job protections that
    currently limit the Company's ability to lay off protected
    employees; (3) giving the Company the ability to relocate
    work groups; (4) reduction of the overtime and holiday pay
    premiums; (5) reduction of maximum annual vacation accrual;
    (6) reduction of the number of years that furloughed
    employees retain recall rights; and elimination of paid
    holidays; and (7) elimination of the special moving allowance
    given to laid off employees.

In addition to the work rule changes specific to each CBA, these
CBAs contain common provisions that are identical across all
union-represented groups.  These include a freeze of the current
defined benefit pension plan and implementation of a 401(k) plan;
universal changes to active and retiree medical benefits;
implementation of a profit-sharing plan; and a six-year duration
from the effective date.

Clean and blacklined copies of the new CBAs are available for
free at http://bankrupt.com/misc/AmAir_0614TWUCBAs.pdf

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


AMERICAN AIRLINES: Asks Court for Permission to Buy Boeing Planes
-----------------------------------------------------------------
AMR Corp. and its affiliates seek the Bankruptcy Court's authority
to exercise certain option rights to purchase additional aircraft
from The Boeing Company in accordance with certain proposed
procedures.

From the Petition Date to June 2012, the Debtors have arrangements
to purchase 32 aircraft from time to time from Boeing pursuant to
certain prepetition purchase agreements.  In addition to the 32
Boeing aircraft, the Debtors, pursuant to a 1997 purchase
agreement, may exercise the right to purchase additional Model 777
aircraft from Boeing at various times, depending on their business
needs.  Once a Purchase Right is exercised, the Debtors will make
periodic payments prior to delivery, and a final cash payment upon
delivery.

The Debtors said they are considering whether or not to exercise
their Purchase Rights with respect to the manufacturing of some or
all of approximately 14 additional Boeing Aircraft through year
end 2013.  The Debtors propose to notify the Official Committee of
Unsecured Creditors of any intent to exercise their Purchase
Rights and give the Committee a period to review or object to the
proposed Purchase Rights.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


AMERICAN AIRLINES: Proposes to Buy 10 Leased Aircraft From HNB
--------------------------------------------------------------
AMR Corp. and its affiliates seek the Bankruptcy Court's authority
to terminate the lease transactions for 10 MD-82 aircraft and
purchase the aircraft for an undisclosed price from HNB Investment
Corp., as owner participant in respect of the Aircraft, Wilmington
Trust Company, as owner trustee under certain aircraft agreements,
and The Bank of New York Mellon, as indenture trustee or loan
trustee under certain of aircraft agreements.

According to the Debtors, the aircraft are useful in the operation
of their business but they think the lease rates under the
existing leases substantially exceed market rates for comparable
aircraft.

The Debtors also ask the Court for an extension of the 60-day
period under Section 1110 of the Bankruptcy Code with respect to
each Aircraft and to allow general unsecured non-priority
prepetition claims against the estate of American Airline Corp. as
damages for any breach, termination, rejection or modification of
the Existing Leases and any other Operative Document in these
amounts:

   -- $9,429,682 for N552AA;
   -- $9,429,162 for N553AA;
   -- $9,431,194 for N554AA;
   -- $9,429,162 for N555AN;
   -- $9,426,672 for N7546A;
   -- $9,429,682 for N7547A;
   -- $9,429,162 for N7548A;
   -- $9,429,162 for N7549A;
   -- $9,429,162 for N7550; and
   -- $9,429,682 for N14551.

The Debtors also sought permission from the Court to file the
motion under seal because it discusses confidential and
proprietary information, which, when disclosed, will put the
Debtors under competitive disadvantage.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


ARLIN GEOPHYSICAL: U.S. Trustee Dismissal or Ch. 7 Conversion
-------------------------------------------------------------
The U.S. Trustee asks the Bankruptcy Court to dismiss the Chapter
11 case of Arlin Geophysical Company, Inc., or in alternative
convert the case to one under Chapter 7.

On June 1, 2012, the Court entered an order to (1) disclose single
asset real estate; (2) file status report; (3) attend preliminary
status conference on July 2, 2012; and (4) file monthly operating
reports.  The U.S. Trustee asserts that the Debtor has defaulted
under the requirements of the Order by failing to file any of the
documents, as ordered by the Court.

"Based upon the Debtor's actions and/or lack of action in the
present case, the Debtor has failed to timely proceed with its
duties in this reorganization case and failed to abide by an Order
of the Court," says Peter J. Kuhn, Esq., attorney for the U.S.
Trustee.  "The Debtor's failure to timely file the Statements &
Schedules precludes creditors from being able to make fully
informed decisions concerning their rights and interests.  The
Debtor's unexcused failure to timely file the required documents
thwarts the United States Trustee's duties to assess the viability
of the Debtor and the prospects for reorganization," he relates.

Mr. Kuhn mantains that based on the Debtor's failure to comply
with the requirements of the Bankruptcy Rules and Code, the
Debtor's failure to comply with the Order of the Court and the
existence of potential assets, the circumstances of this Case
strongly favors conversion, rather than dismissal.

Park City-based Arlin Geophysical Company, Inc., filed a Chapter
11 petition (Bankr. D. Utah Case No. 12-26735) on May 23, 2012, in
Salt Lake City, Utah.  The Debtor estimated assets and debts of
$10 million to $50 million.  Judge William T. Thurman presides
over the case.  Perry Alan Bsharah, Esq., at Bsharah Law Group
serves as the Debtor's bankruptcy counsel.  This is the second
time Arlin filed for Chapter 11 protection.  It previously sought
creditor relief (Case No. 09-3391) on Dec. 9, 2009.

No application to employ Perry Alan Bsharah has been filed with
the Court in this case.

An unsecured Creditors' Committee has not been appointed in the
Debtor's bankruptcy case.


BCM ENERGY: Posts $369,000 Net Loss in Q1 2011
----------------------------------------------
BCM Energy Partners, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $369,006 on $212,361 of revenues for
the three months ended March 31, 2011.

This net loss was an increase in net loss of $369,006 from zero
net income for the three months ended March 31, 2010.  The Company
did not generate any revenue for the three months ended March 31,
2010.

The Company's balance sheet at March 31, 2011, showed $2,341,208
in total assets, $2,833,124 in total liabilities, and a
stockholders' deficit of $491,916.

As reported in the TCR on July 3, 2012, Anton & Chia, LLP, in
Newport Beach, California, expressed substantial doubt about BCM
Energy's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2010.  The
independent auditors noted that the Company has experienced
recurring operating losses and negative operating cash flows since
inception.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/KhJFXe

New Orleans, La.-based BCM Energy Partners, Inc., is an
acquisition and development company focused on distressed or "off-
the-radar" oil and gas assets in known reservoirs, consisting of
producing and shut-in reserves with significant in-field
potential.  The Company is currently focused on oil assets in
Louisiana and Texas with plans to expand nationwide through joint
ventures and strategic partnerships.  As of Dec. 31, 2010, the
Company owned one hundred percent (100%) of the working interests
in one producing oil and gas property, University Field, located
in Baton Rouge, Louisiana.


BEHRINGER HARVARD: Vernon Healy Questions Money Move
----------------------------------------------------
In a detailed analysis of Behringer Harvard, the Vernon Healy
investors advocacy law firm is raising concerns about Berhinger
Harvard's disclosure that suggests it is moving investors' money
between two of its financially faltering non-traded REITs.

Behringer Harvard Opportunity REIT I announced earlier in June
that it had opted to place some of its subsidiaries under Chapter
11 bankruptcy protection in the wake of its inability to
restructure the debt it has accumulated in the past few years.

However, Vernon Healy believes that a March 30, 2012 quarterly
Securities and Exchange Commission filing by Behringer Harvard
REIT Opportunity I regarding a Dallas office building known as
Bent Tree Green raises conflict of interest questions and concerns
for investors about Behringer Harvard's movement of investors'
money between two of its financially faltering REITs.

Specifically, Behringer Harvard Opportunity REIT I disclosed that
it had leased 14,500 square foot of space at Bent Tree Green to
another troubled Berhinger Harvard non-traded REIT -- Behringer
Harvard REIT I, Inc.

"We have clients who remain trapped in Behringer Harvard REIT I
and who've been unable to withdraw their money since 2009. Now we
learn that Beheringer Harvard is using investors' money to pay
another failing Behringer Harvard non-traded REIT," said investor
attorney Chris Vernon.  "This represents another conflict of
interest and the disclosures by Behringer Harvard about this deal
to the SEC are inadequate.  For example, how much Behringer
Harvard REIT I is paying for the space is not disclosed."

Further, Vernon Healy's analysis, a full copy of which is posted
on Vernon Healy's blog here at http://www.reitattorneys.com,
points out that Behringer Harvard Opportunity REIT I has
approximately $70 million in loans coming due in the next 12
months.  This includes one loan on a London property on which
Behringer Harvard is paying a 15 percent fixed interest rate on
$6.2 million.

"As of March 31, 2012, the date of its latest quarterly report,
Behringer Harvard Opportunity REIT I was approximately $264.9
million in debt... To put this in context, Behringer Harvard
disclosed in its quarterly report that it only had a tangible net
worth of approximately $209 million," the Vernon Healy report
notes.

In its annual report filed with the SEC on Dec. 31, 2011,
Behringer Harvard Opportunity REIT I disclosed a value per share
of $4.12, a decline in value of almost 60 percent of its original
$10 per share.

"The Behringer Harvard Opportunity REIT I has been a nightmare for
investors who have been trapped in this non-traded REIT since Jan.
10, 2011 when Behringer Harvard suspended all redemption requests
until further notice," securities attorney Vernon says.

The Vernon Healy law firm has been investigating non-traded REITs
for more than three years on behalf of investors and has filed
more than $5 million in arbitration claims on behalf of investors
before the Financial Industry Regulatory Authority against broker
dealers selling non-traded REITs.

                     About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.

For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas,
Texas, noted that the uncertainty surrounding the ultimate outcome
of settling unpaid debt and its effect on the Partnership, as well
as the Partnership's operating losses at its subsidiaries, raise
substantial doubt about its ability to continue as a going
concern.  The Partnership is facing a significant amount of debt
maturities in the near future and debt which has matured but
remains unpaid, which is recourse to the Partnership.

Behringer reported a net loss of $50.15 million in 2011, a net
loss of $18.71 million in 2010, and a net loss of $15.47 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $112.45
million in total assets, $135.77 million in total liabilities and
a $23.32 million total deficit.

                         Debtor Entities

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13, 2012, in Sherman.  The
affiliates are Behringer Harvard Frisco Square LP, BHFS II LLC,
BHFS III LLC, BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS
II each estimated assets and debts of $10 million to $50 million.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.  Bank of America,
N.A., is represented by Keith M. Aurzada, Esq., and John Leininger
at Bryan Cave.


BEHRINGER HARVARD: Wants to Employ Munsch Hardt as Attorneys
------------------------------------------------------------
BHFS I, LLC, et al., seek permission from the Bankruptcy Court to
employ Munsch Hardt Kopf & Harr, P.C., as their attorneys.  Munsch
Hardt will, among other things:

     (a) serve as attorneys of record for the Debtors in all
         aspects, to include any adversary proceedings commenced
         in connection with the Bankruptcy Case and to provide
         representation and legal advice to the Debtors throughout
         the Bankruptcy Case;

     (b) assist the Debtors in carrying out their duties under the
         Bankruptcy Code, including advising the Debtors of those
         duties, their obligations, and their legal rights;

     (c) consult with the United States Trustee, any statutory
         committee that may be formed, and all other creditors and
         parties-in-interest concerning administration of the
         Bankruptcy Case;

     (d) assist in potential sales of the Debtors' assets; and

     (e) prepare on behalf of the Debtors all motions,
         applications, answers, orders, reports, and other legal
         papers and documents to further the Debtors' interests
         and objectives, and to assist the Debtors in the
         preparation of their schedules, statements, and reports,
         and to represent the Debtors at all related hearings and
         at all related meetings of creditors, U.S. Trustee
         interviews, and the like.

Munsch Hardt's hourly rates for the attorneys and
paraprofessionals who will most likely be working on the
Bankruptcy Case are:

     Joseph J. Wielebinski, Shareholder    $600 per hour
     Davor Rukavina, Shareholder           $375 per hour(reduced)
     Zachery Annable, Associate            $315 per hour
     Jonathan L. Howell, Associate         $300 per hour
     Audrey Monlezun, Paralegal            $180 per hour(reduced)

The Debtors have also agreed to the reimbursement of Munsch Hardt
for all out-of-pocket expenses including, but are not limited to,
costs for long-distance telephone charges, facsimile charges,
photocopying, travel, business meals, computerized research,
messengers, couriers, postage, filing fees and other fees related
to trials and hearings.

To the best of the Debtors' knowledge, shareholders and associates
of Munsch Hardt are "disinterested persons," as that term is
defined in Section 101(14) of the Bankruptcy Code.

On March 13, 2012, Munsch Hardt received a retainer in the amount
of $350,000 from Behringer Harvard Opportunity OP I, L.P., for the
benefit of, and the use by, the Debtors.

The firm can be reached at:

                  Davor Rukavina, Esq.
                  MUNSCH HARDT KOPF & HARR, P.C.
                  3800 Lincoln Plaza, 500 North Akard Street
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7587
                  Fax: (214) 978-5359

                         - and -

                  Jonathan Lindley Howell, Esq.
                  MUNSCH HARDT KOPF & HARR, P.C.
                  3800 Lincoln Plaza, 500 North Akard Street
                  Dallas, TX 75201
                  Tel: (214) 855-7501
                  Fax: (214) 855-7584

A hearing on this matter will be held on July 19, 2012, at 1:30
p.m.

                            About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger at Bryan Cave.


BIONEUTRAL GROUP: Posts $520,900 Net Loss in April 30 Quarter
-------------------------------------------------------------
BioNeutral Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $520,954 on $338 of revenues for the three
months ended April 30, 2012, compared with a net loss of
$1.00 million on $16,612 of revenues for the three months ended
April 30, 2011.

For the six months ended April 30, 2012, the Company had a net
loss of $1.40 million on $1,502 of revenues, compared with a net
loss of $1.55 million on $17,926 of revenues for the six months
ended April 30, 2011.

The Company's balance sheet at April 30, 2012, showed
$10.49 million in total assets, $1.72 million in total
liabilities, and stockholders' equity of $8.77 million.

Marcum, LLP, in New York City, expressed substantial doubt about
BioNeutral Group's ability to continue as a going concern,
following the Company's results for the fiscal year ended Oct. 31,
2011.  The independent auditors noted that the Company has
recurring losses, had a working capital deficiency of $2.9 million
and an accumulated deficit of $53 million as of Oct. 31, 2011.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/92tKWP

Morristown, N.J.-based BioNeutral Group, Inc. is a life science
specialty technology corporation that has developed a novel
combinational chemistry-based technology which the Company
believes can, in certain circumstances, neutralize harmful
environmental contaminants, toxins and dangerous micro-organisms
including bacteria, viruses and spores.  The Company is focused on
developing and commercializing two classes of product
formulations: (1) antimicrobials, which are formulations designed
to kill certain harmful microscopic living organisms, and (2)
bioneutralizers, which are formulations designed to destroy
certain agents that are noxious and harmful to health and/or the
environment.  The Company has not marketed any of its products and
has not generated any meaningful product revenue to date.


BROOKWATER VENTURES: Brazilian Unit Receives Notice of Default
--------------------------------------------------------------
Brookwater Ventures Inc. disclosed that its wholly owned
subsidiary, Agua Grande Exploracao e Producao de Petroleo Ltda.,
has been issued a notice of default from the operator of Block 166
in the Reconcavo Basin in Brazil for its failure to pay
outstanding cash calls related to the farmout agreement and joint
operating agreement within the period of time specified under the
JOA.

Under the terms of the JOA, Brookwater has 60 days to remedy the
default by paying the full amount of the outstanding balance to
the operator.  In the event that the default continues for more
than 60 days, the operator has the option to require that
Brookwater withdraw its interest in the JOA and Block 166.
Brookwater is working with the operator to resolve the default and
satisfy the outstanding cash calls.

Brookwater Ventures Inc. is a Canadian independent oil exploration
company focused on growing its asset base primarily in Brazil.
The Company believes that a tremendous opportunity exists in
Brazil, where only approximately 6% of the sedimentary basins have
been titled for exploration and development.  The country remains
underexploited and the Company believes that to capitalize on
these opportunities requires investing in and leveraging a
domestic team with basin knowledge, technical expertise and a
network of relationships to optimize risk adjusted returns.


CASTLEVIEW LLC: Files for Chapter 11 With Plan
----------------------------------------------
Castleview, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case
No. 12-23954) on July 2, 2012, with a plan that intends to pay
creditors in full.

The Debtor disclosed $14.53 million in assets and $3.218 million
in liabilities in its schedules.  The Debtor owns a 252-acre
residential development site located in Southeastern Castle Rock,
Colorado, which property includes 245 residential lots.  The
property is worth $10.2 million and secures a $3.21 million debt.
The Debtor is also entitled to bond proceeds from the Castleview
Metropolitan District appraised at $6,248,724.

CV2011, LLC, the Debtor's major secured creditor, commenced a
state court proceeding in the Arapahoe County District Court to
collect on its promissory note.  This litigation has been stayed
by the filing of the Debtor's Chapter 11 petition.

The Debtor has sought an expedited confirmation hearing and the
valuation of Debtor's property.  The Debtor does not dispute that
amounts are due under the note which may be calculated by
reference to the note terms.  Including principal, interest, costs
and fees, the Debtor estimates the total due at approximately $3.2
million.

Under the Plan, the secured claim of CV2011 will be paid by the
Reorganized Debtor transferring ownership of a sufficient number
of lots plus a proportionate share of Bond Proceeds to which the
Debtor will become entitled to pay the allowed secured claim of
the Class 2 creditor in full with accrued interest, costs and fees
as provided for in the note and deed of trust.  The Debtor
estimates that if the secured claim of the Class 2 creditor is
allowed at $3.2 million, which includes late fees, default
interest at 17% and attorneys' fees, it will transfer
approximately 35 to 40 of its Castleview Estate Lots plus an
appropriate percentage of its Bond Proceeds to pay the claim of
the Class 2 creditor in full.

Total unsecured claims are estimated at $12,176.  Unsecured
creditors with allowed unsecured claims will be paid in full with
interest at the current Federal Judgment Interest Rate with one-
half of the allowed unsecured claims paid on the Effective Date
and the remaining balance paid no later than six months following
the Effective Date.

Holders of equitable interests in the Debtors will be paid the
allowed amount of their respective equitable interests in the
Debtor after all creditor claims and Chapter 11 administrative
expenses are paid in full.  Upon payment to all creditors and
holders of equitable interest, the Debtor shall cease operations.

The Debtor has tapped Weinman & Associates, P.C, as bankruptcy
counsel, and Allen & Vellone, P.C as special counsel.

A copy of the Disclosure Statement is available for free at

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


CAVIATA ATTACHED: 9th Cir. BAP Affirms Chapter 22 Case Dismissal
----------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Ninth Circuit affirmed
a bankruptcy court's order dismissing the second chapter 11 case
of Caviata Attached Homes, LLC, due to Caviata's inability to show
that an extraordinary change in circumstances substantially
impaired its performance under its confirmed plan to warrant the
second chapter 11 filing.

"In addressing this issue of first impression within the Ninth
Circuit, we affirm," the BAP said.

Reno, Nevada-based Caviata Attached Homes LLC was formed in July
2005 for the purpose of real estate development.  The sole owner
of Caviata is Caviata 184, LLC, a Nevada limited liability
company.  William Pennington and Dane Hillyard are Caviata's
managers.  Caviata owns and operates a 184-unit apartment complex
located in Sparks, Nevada.  The Property was initially developed
by Caviata as a condominium project, but due to downturns in the
real estate market, it was converted to rental apartments.

To develop the Property, in September 2005, Caviata obtained a
construction loan for $40,700,000 on a recourse basis from
California National Bank.  In exchange for the loan, Caviata
executed a promissory note and deed of trust in favor of CNB,
which assigned Caviata's right, title and interest in the
Property, including all rents, income and profits. The parties
agreed to an interest rate of prime plus .25% and a maturity date
of Sept. 20, 2007.  Guarantors on the loan included Caviata 184,
LLC, Pennington, and Hillyard.

Caviata defaulted on the loan.  In April 2007, Caviata and CNB
entered into a forbearance agreement whereby CNB agreed to forbear
from exercising its rights under the loan documents.  The
forbearance agreement was thereafter amended six times, with the
most recent amendment dated Jan. 15, 2009.  In connection with the
sixth amendment, Caviata and CNB executed an amended note under
which Caviata agreed to pay CNB the remaining principal balance on
the note of $27,476,632.88, plus 7% interest, by no later than
April 15, 2009.

Caviata again defaulted on the loan, and on April 24, 2009, CNB
sued Caviata and the loan guarantors in state court.  On Occt. 30,
2009, the FDIC closed CNB, and its assets were assigned to U.S.
Bank, N.A.  Trial against the guarantors was initially set for
March 15, 2010.  The guarantors filed a motion to continue trial,
contending they had no assets to satisfy a judgment.

                 Caviata's First Chapter 11 Case

Caviata filed its first chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 09-52786) on Aug. 18, 2009, estimating $10 million
to $50 million in both assets and debts.  The case was ultimately
assigned to the Hon. John L. Peterson, sitting by designation.  As
of the petition date, U.S. Bank claimed it was owed $29,564,308.
Just prior to Caviata's filing, U.S. Bank had obtained an
appraisal on the Property on June 29, 2009, from its appraiser
William Kimmel, which valued the Property at $23,100,000.

Caviata filed its chapter 11 plan and disclosure statement on Nov.
16, 2009, followed by a first amended plan and disclosure
statement on Jan. 28, 2010.  Pursuant to the First Plan, Caviata
proposed to pay U.S. Bank 4.25% interest on its allowed secured
claim of $27,476,632 for three years, or approximately $4,338,019.
After three years, Caviata committed to sell the Property or
refinance the loan to pay U.S. Bank in full.  If Caviata defaulted
under the First Plan, U.S. Bank was entitled to enforce its rights
and foreclose.

U.S. Bank objected to confirmation of the First Plan contending,
inter alia, that it was not feasible.  U.S. Bank offered a
declaration from Kimmel appraising the Property at $20 million.
U.S. Bank argued that Caviata failed to submit any evidence
showing its ability to sell or refinance the Property in the next
three years to pay off the note.  In fact, argued U.S. Bank,
although Pennington asserted that Caviata could sell the Property
for $34 million in three years, Pennington and Hillyard had
admitted they had not marketed the Property to test its worth or
sought any refinancing.  U.S. Bank further objected to Caviata's
proposed 4.25% interest rate, contending that its expert, Richard
Zelle, who also brokers commercial real estate loans, believed no
efficient market existed for a loan on the Property and that 9.25%
was a more appropriate rate.

The bankruptcy court held a confirmation hearing on the First Plan
on March 3, 2010.

On April 12, 2010, the bankruptcy court entered its Memorandum
Decision, Findings of Fact and Conclusions of Law and Order
overruling U.S. Bank's objections and confirming the First Plan.
The court rejected U.S. Bank's tardy amended proof of claim,
determining that it improperly included the accrual of
postpetition interest in violation of United Sav. Ass'n of Tex. v.
Timbers of Inwood Forest Assocs., 484 U.S. 365 (1988), as well as
unreasonable (and unrequested) attorney's fees.  The court also
rejected and struck from the record Kimmel's January 2010
Appraisal as a "devious tactic" by U.S. Bank to increase the
amount of its unsecured claim in order to defeat Class 4
acceptance of the First Plan.  The Court accepted Kimmel's June
2009 Appraisal of the Property for $23,100,000, which Caviata had
accepted as its own, and determined that U.S. Bank held a secured
claim in that amount.  The Court also adopted the proposed
interest rate of 4.75%.

Finally, as to feasibility, the bankruptcy court found
Pennington's testimony credible that Caviata should be able to
sell the Property for at least $34 million within three years,
when the cycle of downturn would improve.

Per the First Plan, Caviata began making monthly payments of
$120,500.53 to U.S. Bank in June 2010.  To date, Caviata's plan
payments are current.

                 Caviata's Second Chapter 11 Case

Approximately 15 months after confirming the First Plan and almost
two years after its first chapter 11 filing, Caviata filed its
second chapter 11 case on Aug. 1, 2011 (Bankr. D. Nev. Case No.
11-52458).  Caviata valued the Property at $23,420,928 in its
schedules filed on Aug. 23, 2011.  U.S. Bank's appraiser, Scott
Beebe, conducted an appraisal of the Property as of Aug. 23, 2011,
and he asserted that the Property's value had decreased to
$20,900,000.

On Sept. 9, 2011, U.S. Bank moved to dismiss Caviata's second
bankruptcy case, contending the second filing was a bad faith
filing and a backdoor attempt to circumvent the prohibition on
modifying a substantially consummated plan under 11 U.S.C. Sec.
1127.  U.S. Bank said Caviata failed to demonstrate that an
extraordinary change in circumstances occurred after substantial
consummation of the First Plan, which substantially impaired its
performance under the First Plan.  U.S. Bank argued that"
extraordinary circumstances" did not include decreased income,
increased expenses, or reasonably foreseeable changes in debtor's
operations, the market or the economy.  U.S. Bank noted that in
Caviata's first quarter report filed on April 25, 2011, Caviata
represented that it did not foresee any circumstances that would
affect its ability to perform under the First Plan.

Caviata opposed dismissal, contending that substantial and
fundamental changes had seriously impacted the finance and real
estate markets beyond any level that could have been foreseen,
and, at the time of confirmation, Caviata did not and could not
have known that recovery from the 2007-2009 recession would not
occur as predicted, but, rather, the economy would suffer a
relapse.  Although it was not yet in default under the First Plan,
Caviata contended that modifications were necessary or it would be
unable to fully perform its confirmed plan.

Caviata filed a proposed second plan and disclosure statement on
Sept. 27, 2011, which extended the time within which it was
required to sell or refinance the Property from three years to ten
years, reduced the amount paid to U.S. Bank from $29,564,308.77 to
$22,420,928.00, and reduced the interest rate on U.S. Bank's
secured claim from 4.75 to 4.00%.

In its reply, U.S. Bank contended that from the beginning of the
first bankruptcy case its experts had warned Caviata that the
First Plan was a pipe dream, but, instead of heeding these
warnings, Caviata essentially stuck its head in the sand and went
forward with its First Plan.  According to U.S. Bank, Caviata's
opposition failed to explain how a recession that was present
during the first bankruptcy case and was still present during the
second bankruptcy case was "unforeseeable," or how it was a"
changed" market condition when the market was just as bad now as
it was then. U.S. Bank further argued that mere opinion of public
figures on the improved state of the economy in early 2010 was not
evidence that the recession was an unforeseeable circumstance or a
changed market condition. U.S. Bank opposed an evidentiary hearing
as a waste of the court's time; it was common knowledge that the
economy was bad in both 2010 and 2011.

At a hearing Oct. 7, 2011, the Hon. Bruce T. Beesley orally
granted U.S. Bank's motion to dismiss. As a result of the
dismissal, Caviata was still operating under the First Plan.
Caviata's request for an evidentiary hearing was denied.  A formal
order dismissing the second chapter 11 case was issued Oct. 27,
2011.

The appellate case is CAVIATA ATTACHED HOMES, LLC, Appellant, v.
U.S. BANK, NATIONAL ASSOCIATION, Appellee, BAP No. NV-11-1620 (9th
Cir. BAP).  A copy of the Ninth Circuit's June 29, 2012 opinion is
available at http://is.gd/a9UF8Jfrom Leagle.com.


CBS I LLC: Wants to Continue Hiring Dmitri Dalacas as Attorney
--------------------------------------------------------------
CBS I, LLC, seeks permission from the Bankruptcy Court to employ
Flangas McMillan Law Group as its special counsel to allow Dmitri
Dalacas, a member of the firm, to continue his representation of
the Debtor.

Mr. Dalacas has previously represented the Debtor in prepetition
state court action, as well as its counsel on corporate and
landlord/tenant related matters.  Mr. Dalacas has also represented
the Debtors' members in other litigation and transactional
amtters, but will not be representing these members in their
personal capacities in this case.

Mr. Dalacas will:

   (a) advise the Debtor of its state court rights and
       obligatiohns, if any, and performance of its duties during
       the administration of the bankruptcy cases;

   (b) represent the Debtor in all complex civil cases and related
       landlord/tenant litigation proceedings before the
       Bankruptcy Court or before other courts with jurisdiction
       over the cases;

   (c) assist the Debtor in the performance of its duties;

   (d) assist the Debtor in developing legal positions and
       strategies with respect to all facets of these proceddings;
       and

   (e) provide other counsel and advice as the Debtor may require
       in connection with the Debtor's case.

Mr. Dalaca's hourly billing rate for for 2012 is $295.  Time
devoted by paralegals for the 2012 calendar year is charged at
$125 per hour.  Flangas will also be reimbursed for all costs it
incurred with respect to its representation.

To the best of the Debtor's knowledge, Mr. Dala0cas is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Debtor scheduled assets of
$19,356,448 and liabilities of $19,422,805.  Judge Mike K.
Nakagawa presides over the case.  Jeff Susa signed the petition as
manager.

As reported by the TCR on June 13, 2012, the bankruptcy filing
came after U.S. Bank, trustee for holders of the $16.4 million
mortgage, initiated foreclosure proceedings and filed a lawsuit
May 24 in Clark County District Court asking that a receiver be
appointed to take control of the Summerlin building in Howard
Hughes Plaza at 10100 West Charleston Blvd., just west of
Hualapai Way.  According to the report, CBS' bankruptcy filing
will likely at least temporarily block efforts by U.S. Bank to
install a receiver and foreclose on the property.


CBS I LLC: Wants to Employ Marquis Aurbach as Attorneys
-------------------------------------------------------
CBS I, LLC, seeks permission from the Bankruptcy Court to employ
Marquis Aurbach Coffing as its attorneys.  Marquis Aurbach will:

   (a) prepare schedules, statements, applications, and reports
       for which the services of any attorney is necessary;

   (b) advise the Debtor of its rights and obligations and
       performance of its duties during administration of the
       Chapter 11 case;

   (c) assist the Debtor in formulating a plan of reorganization
       and disclosure statemens and to obtain approval and
       confirmation thereof;

   (d) represent the Debtor in all proceedings before the
       Bankruptcy Court or other courts with jurisdiction of the
       Chapter 11 case; and

   (e) assist the Debtor in the performance of its duties as set
       forth in Sections 1107 and 1108 of the Bankruptcy Code.

The Debtor seeks to retain Marquis Aurbach on an hourly basis, and
to reimburse the firm for its actual and necessary expenses.  The
current hourly rates charged by Marquis Aurbach professionals are:

   -- Not exceeding $450 per hour for attorneys;
   -- Not exceeding $175 per hour for law clerk/paralegal;
   -- Not exceeding $70 per hour for legal assistants.

Marquis Aurbach received a $25,000 retainer prior to the Petition
Date.

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

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Debtor scheduled assets of
$19,356,448 and liabilities of $19,422,805.  Judge Mike K.
Nakagawa presides over the case.  Jeff Susa signed the petition as
manager.

As reported by the TCR on June 13, 2012, the bankruptcy filing
came after U.S. Bank, trustee for holders of the $16.4 million
mortgage, initiated foreclosure proceedings and filed a lawsuit
May 24 in Clark County District Court asking that a receiver be
appointed to take control of the Summerlin building in Howard
Hughes Plaza at 10100 West Charleston Blvd., just west of
Hualapai Way.  According to the report, CBS' bankruptcy filing
will likely at least temporarily block efforts by U.S. Bank to
install a receiver and foreclose on the property.


CEMEX SAB: Presents Refinancing Proposal to Lenders
---------------------------------------------------
CEMEX, S.A.B. de C.V. disclosed that during the meetings with its
lenders to be held in New York and in Madrid on July 2, 2012,
CEMEX will outline a refinancing proposal to its full syndicate of
lenders under the Financing Agreement, dated as of August 14,
2009, as amended.  The Proposed Transaction had been previously
discussed and negotiated with a number of CEMEX's banks which hold
approximately 50% of the existing exposures under the Existing
Financing Agreement.  The principal terms of the Proposed
Transaction, which includes an exchange offer and a consent
request, are as follows:

Exchange Offer and Exchanging Participating Creditor Fee: CEMEX is
proposing that creditors exchange their existing exposures under
the Existing Financing Agreement into one or a combination of the
following:

(a) new loans (the "New Loans") or, for private placement notes,
new private placement notes (the "New USPP Notes"), or

(b) up to U.S.$500 million in new high yield notes (the "New HY
Notes") to be issued by CEMEX, bearing interest at an annual rate
of 9.5% and maturing in June 2018, having terms substantially
similar to those of senior secured notes previously issued by
CEMEX and/or its subsidiaries.  The New HY Notes will be callable
in 2016 and will be guaranteed by CEMEX Mexico, S.A. de C.V.,
CEMEX Espana, S.A., CEMEX Corp., CEMEX Concretos, S.A. de C.V.,
Empresas Tolteca de Mexico, S.A. de C.V., New Sunward Holding B.V.
and the New Guarantors referred to below.  In the case of over-
subscription, New HY Notes will be allocated pro rata, and the
remaining balance of any subscription would be re-allocated to New
Loans or New USPP Notes, as applicable.  There will be priority
allocation for tenders received within a 10 business day early
tender period, and if, as a result of over-subscription due to
tenders submitted during the early tender period, a tendering
holder was not allocated at least 75% of its requested
subscription to the New HY Notes, it will have the option to
revoke its tender.  The Exchange Offer will remain open for 30
business days.

Creditors that participate in the Exchange Offer will receive an
exchange fee of 80 basis points calculated on the amount of their
existing exposures under the Existing Financing Agreement
exchanged for New Loans or New USPP Notes.

New Maturity, Initial Paydown, Springing Maturities and
Intermediate Amortizations: The Proposed Transaction effectively
treats the exposures of accepting participating creditors who
elect to receive New Loans or New USPP Notes as being extended
from Feb. 14, 2014 to February 14, 2017 under a new facilities
agreement.  In addition, the New Facilities Agreement will have
the following required amortization payments: (i) U.S.$500 million
on February 14, 2014, (ii) U.S.$250 million on June 30, 2016 and
(iii) U.S.$250 million on Dec. 16, 2016.  If CEMEX does not
paydown U.S.$1.0 billion by March 31, 2013, the maturity date of
the New Facilities Agreement will revert to February 14, 2014.
CEMEX may, with a..." participating creditor approval under the
New Facilities Agreement, obtain a 90-day extension of the March
31, 2013 milestone date.  In addition, the Feb. 14, 2017 maturity
date will be reset to earlier dates if any capital markets debt of
CEMEX and/or its subsidiaries maturing prior to February 14, 2017
is not entirely refinanced prior to the maturity of such capital
markets debt.

CEMEX has stated that sources for the initial U.S.$1.0 billion
paydown may include select asset sales.  CEMEX has identified a
number of assets that could be sold for this purpose, including
the potential sales of: (i) a minority stake in CEMEX operations
in select countries; (ii) selected U.S. assets; (iii) selected
European assets; and/or (iv) other non-core assets.  The option to
engage in any of these potential asset sales will be at the sole
discretion of CEMEX.

In addition, if at any date after April 1, 2015 the volume
weighted average closing sale price of CEMEX's ADS's listed on the
New York Stock Exchange exceeds U.S.$14.50 during the preceding
90-day period, the holders of the New Loans and the New USPP Notes
will be entitled to an additional cash fee, payable 120 days after
such date and at the end of each quarter thereafter, equal to
0.50% of the new exposures under the New Facilities Agreement held
by them at the time.  If the New Facilities Agreement Exposures
have been repaid in an aggregate amount equal to (or exceeding)
U.S.$2.0 billion and up to U.S.$3.0 billion prior to the date of
payment, such fee will be reduced pro rata based on the amount
between U.S.$2.0 billion and U.S.$3.0 billion by which the New
Facilities Agreement Exposures have been repaid, with no fee being
payable at any time total exposures have been reduced by at least
U.S.$3.0 billion.

New Guarantors and Security Package: The New Facilities Agreement
will benefit from guarantees on the same terms and from the same
CEMEX companies as under the Existing Financing Agreement, which
guarantees will remain in place, and, in addition, will also
receive (together with the New HY Notes and all other senior
capital markets debt issued or guaranteed by CEMEX other than the
notes issued in connection with the perpetual securities)
guarantees from the following subsidiaries (the "New Guarantors")
owned directly or indirectly by CEMEX Espana, S.A.: CEMEX Research
Group AG, CEMEX Shipping B.V., CEMEX Asia B.V., CEMEX France
Gestion, CEMEX UK and CEMEX Egyptian Investments B.V. The 2014
Eurobonds and the Existing Financing Agreement will not benefit
from guarantees from the New Guarantors.

The New Facilities Agreement and the New HY Notes (together with
all other senior capital markets debt issued or guaranteed by
CEMEX, the notes issued in connection with the perpetual
securities and long-term Certificados Bursatiles) will also
benefit from a security package consisting of a first-priority
security interest in (a) substantially all the shares of CEMEX
Mexico, S.A. de C.V.; Centro Distribuidor de Cemento, S.A. de
C.V.; Corporacion Gouda, S.A. de C.V.; Mexcement Holdings, S.A. de
C.V.; New Sunward Holding B.V.; CEMEX Trademarks Holding Ltd. and
CEMEX Espana, S.A. (the "Collateral"), and (b) all proceeds of
such Collateral.

Intercompany Claims: In the event of any insolvency or similar
proceeding in relation to CEMEX, any amount payable under any
intercompany claim by an obligor under the New Facilities
Agreement will be subordinated to claims under the New Facilities
Agreement and all other senior debt of such obligors.

In addition, the New Facilities Agreement will also benefit from a
Mexican-law regulated voting trust mechanism, whereby intercompany
claims of CEMEX entities incorporated in Mexico at any time would
be voted in a concurso mercantil proceeding by a trustee
instructed by the lenders under the New Facilities Agreement (the
"New Facilities Agreement Lenders").

Prepayments: The New Facilities Agreement will contain different
prepayment provisions from those contained in the Existing
Financing Agreement.  CEMEX will be permitted to refinance debt
maturing prior to Feb. 14, 2017 or after such date by issuing new
indebtedness that has the same security and obligors (including
2014 Eurobond refinancing with senior secured debt) as the debt
being refinanced and will be permitted to refinance its
subordinated optional convertibles with similar securities or
equity-like instruments.  After $1.5 billion is paid under the New
Facilities Agreement, certain proceeds from asset sales, debt and
equity issuances, securitizations and excess cash flows can be
used to reduce capital markets debt of CEMEX and/or its
subsidiaries maturing prior to February 14, 2017.  After such
indebtedness has been repaid or refinanced, certain of such funds
may be used to reduce indebtedness maturing after February 14,
2017 or for other purposes as permitted under the New Financing
Agreement.

Revised financial and other covenants: The New Facilities
Agreement will contain revised financial covenants, including the
requirement that CEMEX maintain a consolidated leverage ratio not
to exceed 7.00x through Dec. 31, 2013, reducing to 4.25x by
Dec. 31, 2016 and a consolidated coverage ratio of at least 1.50x
through June 30, 2014, increasing to 2.25x by December 31, 2016.

With respect to other covenants, the New Facilities Agreement will
generally contain the same covenants and exceptions as the
Existing Financing Agreement, with some amendments, including
amendments to accommodate the potential sale of minority stakes
mentioned above and the refinancing of all capital markets debt of
CEMEX and/or its subsidiaries maturing prior to February 14, 2017.

Consent Request and Participating Creditor Amendment Fee: The
proposed Consent Request includes: (A) the consent of the majority
participating creditors (under the Existing Financing Agreement)
(66.67%) to certain amendments to the Existing Financing
Agreement, including deletion of all mandatory prepayment
provisions, representations, information and general undertakings,
financial covenants and covenant reset date provisions, and events
of default other than payment, insolvency and insolvency
proceedings; and (B) the consent of the super majority
participating creditors (under the Existing Financing Agreement)
(85%) and the super majority instructing group (under the existing
intercreditor agreement) (85%) to release, on the date of closing
of the Proposed Transaction, all of the security created or
granted in favor of the secured parties under the Existing
Financing Agreement documentation.

Participating creditors that consent to the proposed amendments in
the Consent Request will receive a consent fee equal to 20 basis
points calculated on the amount of their existing exposures under
the Existing Financing Agreement.  In the event that at least one
holder of existing private placement notes provides the consent to
the proposed amendments in the Consent Request, all holders of
existing private placement notes will receive the Participating
Creditor Amendment Fee as required under the Existing USPP Note
Purchase Agreement.

Conditions to the Proposed Transaction: Completion of the Proposed
Transaction will be subject to the satisfaction or waiver of,
among others, the following conditions: (A) the requisite consent
levels for the proposed amendments under the Consent Request being
obtained from the participating creditors; and (B) participating
creditors representing at least 95% of existing exposures
accepting the Exchange Offer.

The Proposed Transaction includes an offering of securities that
is being conducted pursuant to Section 4(2) of the U.S. Securities
Act of 1933, as amended (the "Securities Act"), and applicable
exemptions under the laws of foreign jurisdictions.  Participation
in the Proposed Transaction is limited: (a) in the United States,
to persons who are "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act or institutional "accredited
investors" as that term is defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act, and (b) outside the United States,
to persons other than "U.S. persons" in reliance upon Regulation S
under the Securities Act and who are "qualified investors" (within
the meaning given at Article 2 of Directive 2003/71/EC (the
Prospectus Directive)) or hold an equivalent status under
applicable local laws and regulations.  The securities to be
offered have not been and will not be registered under the
Securities Act and may not be offered or sold in the United States

                       About CEMEX SAB

CEMEX, S.A.B. de C.V. is a Mexican corporation, a holding company
of entities which main activities are oriented to the construction
industry, through the production, marketing, distribution and sale
of cement, ready-mix concrete, aggregates and other construction
materials.  CEMEX is a public stock corporation with variable
capital (S.A.B. de C.V.) organized under the laws of the United
Mexican States, or Mexico.


CF INDUSTRIES: S&P Raises Corporate Credit Rating From 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Deerfield, Ill.-based CF Industries Inc. (CF) to 'BBB-'
from 'BB+'.

"At the same time, we raised our ratings on the company's
unsecured debt to 'BBB-' from 'BB+'.  The outlook is stable," S&P
said.

"The upgrade reflects strength in recent operating performance,
prospects for ongoing improvements despite the cyclical nature of
the sector, and our expectation that leverage and cash flow-
related credit metrics will support a financial profile consistent
with the current ratings," said Standard & Poor's credit analyst
Paul Kurias.

"We expect that the company will continue to benefit from the
availability of competitively priced natural gas arising out of
shale gas production that has improved the cost position of U.S.-
based nitrogen fertilizer producers relative to imports, and that
favorable supply and demand for domestic nitrogen-based fertilizer
producers will continue to   benefit operating performance. The
company's EBITDA increased to a record of more than $3 billion as
of March 31, 2012, on a 12-month basis from about $1.9 billion for
a similar period a year ago," S&P said.

The full benefits of 12 months of EBITDA from the acquisition of
the former Terra Industries and a run up in product prices,
combined with low cost natural gas prices, have contributed to
the improvement as of March 31, 2012. "Although our view is that
record-high product prices are not sustainable in the long run, we
expect the demand for the company's products will remain healthy
and support sustainable operating profits," S&P said.

"Still, we expect operating performance in CF's commodity business
will remain susceptible to weather-related risks and business
cycles, but the strength of the company's credit metrics provides
some cushion against these risks. The key ratio of funds from
operations to total debt was more than 100% as of March 31, 2012--
well above our expectation of 40% to 45% for the rating and above
our expectation   of 30% at trough levels. The strong credit
measures also provide a cushion for unexpected potential debt-
funded growth or shareholder reward initiatives,   beyond those
already announced. We believe the company can undertake the
remaining portion of its announced share-buyback plan and its
capital spending plan, totaling approximately $2 billion, over the
next several years, and meet our expectations for the rating. A
key assumption in our analysis is our view that management will
approach growth and investments in a manner that reflects   its
commitment to credit quality," S&P said.

"Our base case scenario reflects our expectation that 2012 and
2013 operating performance will remain strong relative to
historical levels, despite weakening from 2011. Key elements in
our base case include:  A decline in product pricing, which we
expect to remain favorable but lower than record levels in recent
quarters. A modest decline from the very high EBITDA margins of
more than 50% in   2011, though we expect margins in 2012 to
remain high. The absence of significant unfavorable weather-
related events that could drive down volumes more than five
percentage points compared with 2011," S&P said.

"Continued favorable natural gas pricing, though we expect prices
will rise above the low levels in the fourth quarter of 2011.  The
ratings on CF reflect what Standard & Poor's considers to be its
"intermediate" financial risk profile -- including our expectation
for moderate financial policies -- and a "fair" business risk
profile that incorporates the company's leadership in a narrowly
focused commodity fertilizer market, where we generally expect
demand to exceed domestic supply," S&P said.

"CF's 2010 acquisition of Terra Industries Inc. made CF into North
America's largest nitrogen fertilizer company, and we expect CF
will maintain this strengthened competitive position. The
combination expanded its regional production in key locations in
the U.S. and Canada, though a significant amount of production is
still concentrated in a few large production facilities.  We
believe CF will continue to benefit from its distribution and
storage   infrastructure in the freight-intensive commodity
product sector. We expect the company to continue to benefit from
favorable market conditions, including a favorable North American
supply and demand balance, which has arisen as a result of U.S.
nitrogen capacity closures over the past 15 years, the absence
of large new domestic capacity to meet recent demand increases,
and improved demand for reasons including significant corn (a
large consumer of nitrogen) consumption to support ethanol
production. We do not anticipate that recently announced capacity
increases in the sector will alter the favorable supply and
demand in the near to medium term. The situation in the long term
is less   clear, and beyond 2017 new capacity increases could
begin to tilt the balance   unfavorably. The stable outlook
reflects our expectation that CF will continue to benefit from a
favorable operating environment over the next several quarters,"
S&P said.

"Our base case assumes that EBITDA will remain above $2 billion
and that liquidity will remain adequate. We view the 2010
meaningful debt reduction at CF as contributing to credit quality
and expect that management will continue to adopt policies
relating to the deployment of surplus cash in a manner that
supports credit quality. We could lower the ratings if operating
performance weakened unexpectedly or debt rose so that the ratio
of funds from operations to total debt declined   below 30% with
no prospect for immediate improvement. This could happen if
revenue declines sharply by more than 20% and EBITDA margins
decline to below 30%. Although this is unlikely and does not form
part of our base case, we believe that the sector remains
susceptible to unexpected event risks, including weather-related
risks. If management, against our expectation, stretched the
financial profile to pursue growth objectives or shareholder
rewards it could exacerbate an operating setback. We believe the
company's business risk profile constrains the ratings, and we
do not expect to raise the ratings over the next 12 to 24 months,"
S&P said.


CHINA HYDROELECTRIC: Reports $785,000 Net Income in Q1 2012
----------------------------------------------------------
China Hydroelectric Corporation announced on June 14, 2012, its
financial results for the three months ended March 31, 2012.

"Net income attributable to China Hydroelectric Corporation
shareholders and ordinary shareholders was $785,000 in the first
quarter of 2012, compared to net loss of $5.6 million in the same
period in 2011 principally due to gain from sale of Yuanping and
more favorable hydrological factors," the Company said in the
press release.

"Revenues, net of value added taxes, from continuing operations
for the three months ended March 31, 2012, were $22.5 million, an
increase of 105%, or $11.5 million, from $11.0 million for the
three months ended March 31, 2011.  This increase was due
principally to better than average hydrological conditions in
Zhejiang and Fujian provinces in the current quarter compared to
the prior year quarter and a higher effective tariff rate due to
the mix of revenue from the respective provinces."

Mr. John D. Kuhns, Chairman and Chief Executive Officer, said,
"The Company's consolidated net revenue, gross profit, operating
income and EBITDA for the first quarter of 2012, each of which
represent record amounts, were positively impacted by above
average precipitation experienced in the two eastern provinces of
Fujian and Zhejiang.  This is in stark contrast to our financial
results for the first quarter of 2011 when precipitation in all
four provinces where we have power projects fell well below
historical average levels.  Since year-to-year variations in
hydrological conditions are a fundamental part of the
hydroelectric power generation business, it is important to keep
historical averages in mind when assessing our results of
operations."

The Company's balance sheet at March 31, 2012, showed
$807.7 million in total assets, $412.5 million in total
liabilities, and stockholders' equity of $395.2 million.

A complete text of the press release is available for free at:

                        http://is.gd/kgUuGx

Ernst & Young Hua Ming, in Beijing, People's Republic of China,
expressed substantial doubt about China Hydroelectric's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 20112.  The independent auditors
noted that the Company has a net working capital deficiency which
raises substantial doubt about its ability to continue as a going
concern.

                     About China Hydroelectric

China Hydroelectric Corporation (NYSE: CHC, CHCWS) is an owner and
operator of small hydroelectric power projects in the People's
Republic of China.  Through its geographically diverse portfolio
of operating assets, the Company generates and sells electric
power to local power grids.

The Company currently owns 26 operating hydropower stations in
China with total installed capacity of 547.8 MW, of which it
acquired 22 operating stations and constructed four.  These
hydroelectric power projects are located in four provinces:
Zhejiang, Fujian, Yunnan and Sichuan.


CHINA TEL GROUP: To Issue 49.9 Million Shares to Contractors
------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China
Tel Group Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 49,908,203 shares of
common stock issuable to independent contractors.  The proposed
maximum offering price is $573,944.  A copy of the filing is
available for free at http://is.gd/WiPqZb

                          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.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$13.57 million in total assets, $19.53 million in total
liabilities and a $5.95 million total stockholders' deficiency.


COMARCO INC: To Issue 1.8MM Shares Under 2011 Incentive Plan
------------------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 1,832,700 shares of common stock
issuable under the Company's 2011 Equity Incentive Plan.  The
proposed maximum offering price is $366,540.  A copy of the filing
is available for free at http://is.gd/E7kwhu

At the annual meeting of shareholders of Comarco held on July 21,
2011, the Company's shareholders approved the Company's 2011
Equity Incentive Plan.

                         About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco reported a net loss of $5.31 million for the year ended
Jan. 31, 2012, compared with a net loss of $5.97 million during
the prior year.

After auditing the fiscal 2012 financial results, Squar, Milner,
Peterson, Miranda & Williamson, LLP, in Newport Beach, California,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cashflow
from operations, has had declining working capital and
uncertainties surrounding the Company's ability to raise
additional funds.

The Company's balance sheet at April 30, 2012, showed $4.88
million in total assets, $6.89 million in total liabilities and a
$2.01 million total stockholders' deficit.


COMBIMATRIX CORP: Share Bid Price Below Nasdaq Minimum
------------------------------------------------------
CombiMatrix Corporation received a notification dated June 26,
2012 from the Listing Qualifications department of The Nasdaq
Stock Market indicating that the Company is not in compliance with
the $1.00 Minimum Bid Price requirement set forth in Nasdaq
Listing Rule 5550(a)(2) for continued listing on the Nasdaq
Capital Market.

The Nasdaq Listing Rules require listed securities to maintain a
minimum bid price of $1.00 per share and, based upon the closing
bid price for the last 30 consecutive business days, the Company
no longer meets this requirement.  The Nasdaq notice indicated
that the Company will be provided 180 calendar days in which to
regain compliance.  If at any time during this period the bid
price of the Company's common stock closes at or above $1.00 per
share for a minimum of ten consecutive business days, the Nasdaq
Staff will provide the Company with a written confirmation of
compliance and the matter will be closed.

In the event the Company does not regain compliance with Rule
5550(a)(2) prior to the expiration of the 180 calendar day period,
Nasdaq Staff will provide the Company with written notification
that its securities are subject to delisting from The Nasdaq
Capital Market.  At that time, the Company may appeal the
delisting determination to a Hearing's Panel.

Alternatively, if the Company fails to regain compliance with Rule
5550(a)(2) prior to the expiration of the 180 calendar day period,
but meets the continued listing requirement for market value of
publicly held shares and all of the other applicable standards for
initial listing on the Nasdaq Capital Market, with the exception
of the minimum bid price, and provides written notice of its
intention to cure the deficiency during the second compliance
period by effecting a reverse stock split, if necessary, then the
Company will have an additional 180 calendar days to regain
compliance with Rule 5550(a)(2).

                   About CombiMatrix Corporation

CombiMatrix Corporation -- http://www.cmdiagnostics.com/--
through its wholly owned subsidiary, CombiMatrix Molecular
Diagnostics, Inc. (CMDX), is a molecular diagnostics laboratory
which offers DNA-based testing services to the prenatal, pediatric
and oncology markets.  The Company performs genetic testing
utilizing Microarray, FISH, PCR and G-Band Chromosome Analysis.
CMDX offers prenatal and pediatric testing services for the
detection of abnormalities of genes at the DNA level beyond what
can be identified through traditional technologies.  CMDX was also
the first commercial clinical laboratory in the United States to
make comprehensive DNA-based genomic analysis of solid tumors,
including breast, colon, lung, prostate and brain tumors,
available to oncology patients and medical professionals.

After auditing the financial statements for the year ended
Dec. 31, 2011, Haskell & White LLP, in Irvine, Calif., expressed
substantial doubt about CombiMatrix's ability to continue as a
going concern.  The independent auditors noted that the Company
has a history of incurring net losses and net operating cash flow
deficits.

The Company reported a net loss of $7.6 million on $4.6 million
of revenue for 2011, compared with a net loss of $13.1 million on
$3.6 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2011, showed $9.4 million
in total assets, $1.3 million in total liabilities, and
stockholders' equity of $8.1 million.


COMSTOCK RESOURCES: Moody's Issues Summary Credit Opinion
---------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Comstock Resources, Inc. and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Comstock Resources, Inc.

Moody's current ratings on Comstock Resources, Inc are:

LT Corporate Family Ratings (domestic currency) Rating of B2

Probability of Default Rating of B2

Speculative Grade Liquidity Rating of SGL-3

Senior Unsecured (domestic currency) Rating of B3

Senior Unsec. Shelf (domestic currency) Rating of (P)B3

Subordinate Shelf (domestic currency) Rating of (P)B3

Preferred Shelf (domestic currency) Rating of (P)B3

LGD Senior Unsecured (domestic currency) Assessment of 71 - LGD5

LGD Senior Unsec. Shelf (domestic currency) Assessment of 71 -
LGD5

LGD Subordinate Shelf (domestic currency) Assessment of 99 -
LGD6

LGD Preferred Shelf (domestic currency) Assessment of 99 - LGD6

Rating Rationale

Comstock's B2 corporate family rating (CFR) reflects the company's
high proportion of natural gas production in a low gas price
environment, its relatively early stage operations in the Permian
and Eagle Ford plays where the majority of capital spending will
be focused, and the significant amount of liquidity needed to fund
its transition to becoming a more oil-focused E&P company. The
rating is supported by the growing proportion of liquids
production with good results so far in the Eagle Ford and Permian,
a property base which has the potential to provide additional
liquidity through joint ventures or sales of non-core assets, a
flexible capital expenditure budget, and modest diversification
provided by two liquids producing basins.

The stable outlook reflects Moody's expectation that Comstock will
maintain adequate liquidity as it funds the transition to becoming
a more oil focused company, and will achieve reasonable
operational success with increasing the proportion of oil
production. Moody's could downgrade the CFR if liquidity
deteriorates, if returns do not continue to benefit from
increasing liquids production, or if Moody's expects RCF / debt to
be maintained below 25%. Longer term, Moody's could upgrade the
CFR if Moody's expects the company's leveraged full cycle ratio
(LFCR) to be maintained at or above 1.7x with RCF / debt of at
least 40%.

The principal methodology used in rating Comstock Resources was
the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


CONCHO RESOURCES: Moody's Issues Summary Credit Opinion
-------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Concho Resources Inc. and includes certain regulatory disclosures
regarding its ratings. This release does not constitute any change
in Moody's ratings or rating rationale for Concho Resources Inc.

Moody's current ratings on Concho Resources Inc. are:

LT Corporate Family Ratings (domestic currency) Rating of Ba3 on
watch for upgrade

Probability of Default Rating of Ba3 on watch for upgrade

Senior Unsecured (domestic currency) Rating of B1 on watch for
upgrade

Senior Unsec. Shelf (domestic currency) Rating of (P)B1 on watch
for upgrade

Subordinate Shelf (domestic currency) Rating of (P)Caa1 on watch
for upgrade

Preferred Shelf (domestic currency) Rating of (P)Caa2 on watch for
upgrade

Speculative Grade Liquidity Rating of SGL-2

LGD Senior Unsecured (domestic currency) Assessment of 71 - LGD5

Rating Rationale

Concho is one of a number of companies identified by Moody's as
being well positioned to benefit from sustained high oil prices.

Concho is well-positioned to enjoy robust cash flow generation for
at least the next few years based on Moody's expectation for a
sustained high oil price environment.

The review for upgrade is expected to be concluded within the next
month. Any change in ratings will likely be limited to a one notch
upgrade.

The principal methodology used in rating Concho Resources Inc. was
the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


CONE CONSTRUCTORS: Officer Fails in Bid to Reduce 15-Yr Sentence
----------------------------------------------------------------
Michael L. Cone, who was sentenced in 2008 for 15 years
imprisonment for bankruptcy fraud, among others, failed to
convince a district court judge in Tampa, Florida, to "vacate, set
aside, or correct an allegedly illegal sentence pursuant to 28
U.S.C. Sec. 2255."

Mr. Cone was the president of Cone Constructors, Inc., a Florida
corporation engaged in the business of road construction.  CCI
filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No.
00-_____) on July 7, 2000, in Tampa.  In connection with the
filing of that petition, Mr. Cone -- in complicity with his wife,
Joanne Cone, Patricia Rankin Grable, and others -- devised a
scheme to fraudulently transfer CCI property to other persons or
entities to fraudulently conceal the ownership or location of the
property.  Mr. Cone used various corporate entities to further the
scheme to defraud, including Doyle Mines, Inc.  Mr. Cone and his
co-conspirators created and used fraudulent documents, including
bogus articles of incorporation, fraudulent sales agreements, and
fraudulent UCC-1 Financing Statements and UCC-3 Statements of
Change, to accomplish the scheme to defraud others about the
ownership and/or location of property.

On Oct. 17, 2006, a grand jury returned an indictment against
Mr. Cone charging him with conspiracy to violate federal
bankruptcy laws, wire fraud affecting a financial institution,
false statements, and two counts of bankruptcy fraud.  On May 2,
2008, Mr. Cone was sentenced to five years' incarceration on each
of the three counts, all to run consecutively, for a total
sentence of 15 years followed by 36 months of supervised release.

Mr. Cone had pled guilty.  But in his request to set aside the
sentence, he argued that his stand-in counsel, Marcelino Huerta,
had a conflict of interest at his first plea hearing, and that his
waiver of that conflict was involuntary, such that the counsel was
ineffective.  He also argued that there was no factual basis for
his pleas to bankruptcy fraud at his second plea hearing and
therefore the plea was in violation of his due process.  He also
said he was denied effective assistance of counsel following his
second plea hearing and prior to appointment of counsel for his
sentencing hearing, such that he was not able to cooperate with
the U.S. government and was unable to have his state court
sentencing continued until after his federal court sentencing.

The case is, MICHAEL L. CONE v. UNITED STATES OF AMERICA, Case
Nos. 8:10-cv-1975-T-24 MAP, No. 8:06-cr-43-T-24 MAP (M.D. Fla.).
A copy of District Judge Susan C. Bucklew's June 28, 2012 Order is
available at http://is.gd/GbWSxjfrom Leagle.com.


CONQUEST PETROLEUM: Settles McGowan Lawsuit for $3 Million
----------------------------------------------------------
The Delhi Field had previously been subject to an environmental
lawsuit filed by certain landowners on the property.  That suit
was settled in June 2009 and Conquest Petroleum Incorporated paid
its share of the settlement and attorneys' fees.  When the
property was purchased in September 2006, Conquest indemnified all
previous owners against any environmental claims.  Conquest
purchased the properties from McGowan Working Partners who had
indemnified its previous owner and against similar claims.  The
owner from whom McGowan purchased the property sought
reimbursement from McGowan for its share of payments.  McGowan
vigorously arbitrated the claim to no avail.  McGowan then
asserted the claim against Conquest in the amount of $3,020,000
and filed a lawsuit to collect these funds.

Conquest agreed to the settlement in the amount of $3,020,000.
McGowan agreed to drop claims for interest, attorneys' fees, and
the nullification of the conveyance from McGowan to Conquest.

                    About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's areas of
operation include Louisiana and Kentucky.

The Company reported a net loss of $14.49 million in 2010 and a
net loss of $23.26 million in 2009.  The Company reported a net
loss of $4.77 million for the nine months ending Sept. 30, 2011.

The Company's balance sheet as of Sept. 30, 2011, showed
$1.99 million in total assets, $32.56 million in total
liabilities, and a $30.57 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, M&K CPAS, PLLC, in
Houston, Texas, noted that Conquest Petroleum has insufficient
working capital and reoccurring losses from operations, all of
which raises substantial doubt about its ability to continue as a
going concern.


CONSTELLATION BRANDS: S&P Keeps 'BB+' CCR Over Imports Acquisition
------------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB+' corporate
credit and senior unsecured debt ratings on Constellation Brands.
The outlook is stable.

The rating affirmation follows Victor, N.Y.-based Constellation
Brands' announcement that it has signed a definitive agreement
with Anheuser-Busch InBev (ABI) to purchase the remaining 50%
interest in Crown Imports LLC for $1.85 billion (representing
about 8.5x multiple of 50% of Crown's EBIT) when ABI completes its
proposed acquisition of Grupo Modelo S.A.B. de C.V. Constellation
Brands currently owns 50% of Crown, a 50-50 joint venture with
Grupo Modelo. Crown, is a leading marketer of imported beer in the
U.S., primarily Modelo beer brands.

Constellation Brands has disclosed it has fully committed bridge
financing in place to complete this transaction, but expects
permanent financing to consist of a combination of revolver
borrowings, a new term loan under its current senior credit
facility (unrated), and the issuance of senior notes.

Constellation Brands expects to complete the transaction, subject
to regulatory approval, during the first quarter of calendar 2013.

In addition, the company announced it is purchasing Mark West, a
California pinot noir brand. Constellation Brands expects this
acquisition to close in July.

"While we believe the transactions will strengthen Constellation
Brands' position as the largest multicategory supplier of beverage
alcohol in the U.S., almost doubling its reported sales base, the
company will finance the Crown transaction with debt," said
Standard & Poor's credit analyst Jean Stout. "We estimate that pro
forma for both transactions, fiscal year-to-date share repurchase
activity, and recent debt refinancing, key credit ratios will
weaken from fiscal 2012 year-end levels."

According to Constellation Brands, it is the world's leading
premium wine company, with leading positions within its primary
markets of the U.S. and Canada, which are highly competitive and
fragmented. In fiscal 2012, wine accounted for a significant
portion of Constellation Brands' sales.  Its wine portfolio is
complemented by select premium spirits brands and other select
beverage alcohol products, including imported beer through its
Crown joint venture.

The outlook on Constellation Brands is stable. We expect
Constellation Brands to maintain its financial performance despite
lingering weak macroeconomic conditions. While we expect pro forma
credit measures will be weak for a "significant" financial profile
following the Crown acquisition, we believe the company will
forego shareholder-friendly initiatives in the near-to-
intermediate term and apply discretionary cash flows to debt in
order to strengthen credit ratios within one year of closing of
the Crown transaction. This will include reducing and sustaining
leverage close to 4x and FFO-to-debt in the high-teens percentage
area.


CORMEDIX INC: Has Until Aug. 22 to Regain NYSE Amex Compliance
--------------------------------------------------------------
CorMedix Inc. received notice on June 27, 2012 from the NYSE Amex
LLC that the NYSE-Amex has accepted the CorMedix's plan to regain
compliance with continued listing standards of the NYSE-Amex.

CorMedix's plan was submitted on May 17, 2012 in response to a
letter from the NYSE-Amex which informed CorMedix it was below
certain of the NYSE-Amex's continued listing standards due to
financial impairment as set forth in Section 1003(a)(iv) of the
NYSE-Amex Company Guide.  CorMedix was afforded the opportunity to
submit a plan of compliance to the NYSE-Amex and on May 17, 2012
presented its plan to the NYSE-Amex.  On June 27, 2012 the NYSE-
Amex notified CorMedix that it accepted the plan of compliance and
granted CorMedix an extension until Aug. 22, 2012 to regain
compliance with the continued listing standards.  CorMedix will be
subject to periodic review by the NYSE-Amex Staff during the
extension period. Failure to make progress consistent with the
plan or to regain compliance with continued listing standards by
the end of the extension period could result in CorMedix being
delisted from the NYSE-Amex.

                          About CorMedix

CorMedix Inc. -- http://www.cormedix.com/-- is a pharmaceutical
company that seeks to in-license, develop and commercialize
therapeutic products for the prevention and treatment of cardiac
and renal dysfunction, also known as cardiorenal disease.
CorMedix most advanced product candidate: CRMD003 (Neutrolin(R))
for the prevention of catheter related bloodstream infections and
maintenance of catheter patency in tunneled, cuffed, central
venous catheters used for vascular access in hemodialysis
patients.


CREEKSIDE SENIOR: 6th BAP Affirms Valuation of LIHTC Properties
---------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Sixth Circuit affirmed
a bankruptcy court's orders setting the market value of five
Kentucky limited partnership debtors' low-income housing tax
credit properties and overruling the Debtors' and their general
partners' objection to valuation.

The bankruptcy court concluded that, for purposes of determining
the value of the secured portion of the claims of Bank of America,
N.A., pursuant to 11 U.S.C. Sec. 506(a), a determination of the
fair market value of various apartment complexes included
consideration of the remaining federal low-income housing tax
credits.  In determining the value of the real property, the
bankruptcy court also concluded that various rates or figures used
by BofA's appraiser were more accurate.

The bankruptcy court set these values for the Debtors' real
properties:

   Low-Income
   Housing Tax
   Credit              Value of      Value of
   Properties          Real Estate   Tax Credits    Total Value
   -----------         -----------   -----------    -----------
   Creekside Senior       $708,718      $350,000     $1,058,718
   Apartments

   Nicholasville          $307,475      $160,000       $467,475
   Greens Townhomes

   Franklin Place         $371,244      $445,000       $816,244
   Senior Apartments

   Pennyrile Senior       $446,188      $755,000     $1,201,188
   Apartments

   Park Row Senior        $727,427      $865,000     $1,592,427
   Apartments

A copy of the June 29, 2012 Opinion written by Bankruptcy
Appellate Panel Judge Arthur I. Harris is available at
http://is.gd/5QmejYfrom Leagle.com.

Five single-asset real estate entities, as defined in 11 U.S.C.
Sec. 101(51B), filed separate Chapter 11 bankruptcy petitions in
September and October 2010: Creekside Senior Apartments, Limited
Partnership (Bankr. E.D. Ky. Case No. 10-53019); Nicholasville
Greens, Limited Partnership (Bankr. E.D. Ky. Case No. 10-53298);
Franklin Place Senior Apartments, Limited Partnership (Bankr. E.D.
Ky. Case No. 10-53300); Pennyrile Senior Apartments, Limited
Partnership (Bankr. E.D. Ky. Case No. 10-53301); and Park Row
Senior Apartments, Limited Partnership (Bankr. E.D. Ky. Case No.
10-53346).  The cases are jointly administered.

Douglas T. Logsdon, Esq. -- dlogsdon@mmlk.com -- serves as counsel
to Creekside.  In its petition, Creekside estimated $500,001 to
$1 million in assets and $1 million to $10 million in debts.  The
petition was signed by Brian Doran, president of sole member of
general partner.

Each of the Debtors is a Kentucky limited partnership with a
corresponding general partner, an administrative limited partner,
and an investor limited partner.  By virtue of the partnership
agreements, the General Partners hold 0.01% of the corresponding
limited partnership's equity interests, the administrative limited
partners hold 0.01% of the corresponding limited partnership's
equity interests, and the investor limited partners hold the
remaining 99.98% of the corresponding limited partnership's equity
interests. Each of the Debtors owns a parcel of real property on
which it operates a low-incoming housing apartment complex.

To finance the acquisition and construction/rehabilitation of
their properties, the Debtors obtained construction loan financing
from BofA.  Each construction loan automatically converted into
permanent financing upon various terms and conditions.  Pursuant
to the agreements, the Bank loaned:

          Creekside Senior Apartments, LP       $1,390,000
          Nicholasville Greens, LP                $760,234
          Franklin Place, LP                      $793,345
          Pennyrile Senior Apartments, LP         $534,242
          Park Row Senior Apartments, LP        $1,034,222

As security for these loans, the Bank took a first mortgage lien
upon the Debtors' real properties.  All five notes matured prior
to the filing of the Debtors' bankruptcy cases.

Each of the Debtors' real property complexes was developed in
conjunction with the federal Low-Income Housing Tax Credit Program
enacted by Congress in 1986 to encourage private market investment
in low-income housing. In exchange for agreeing to rent
restrictions, the owners or investors in the property get a
dollar-for-dollar credit against their federal income tax
obligations over a period of 10 years, provided that the property
remains in compliance with the low-income housing tax credit
program requirements.  The Treasury Department administers the
program while state agencies distribute the credits on a
competitive basis.

On Jan. 10, 2011, the Bank filed proofs of claim as to each
Debtor:

          Creekside                  $1,272,589
          Nicholasville Greens         $714,857
          Franklin Place               $863,467
          Pennyrile                    $466,294
          Park Row                   $1,037,461

In each proof of claim, the Bank asserted that its claim was fully
secured.

On March 4, 2011, the Debtors and the General Partners filed a
motion for a hearing to determine the value of the Bank's secured
claims pursuant to 11 U.S.C. Sec. 506(a).  The Debtors and the
General Partners disputed the Bank's assertion that each claim was
fully secured and instead alleged that the claims were
substantially undersecured.  The Debtors and the General Partners
further asserted that a valuation hearing was vital because "[t]he
treatment of the secured and unsecured portions of the [Bank's]
Claims will be a critical component of the Debtors' and the
General Partners' prospective plan."

The Debtors filed their disclosure statement and plan on March 17,
2011.  The plan states that the Bank will have an allowed secured
claim "equal to the fair market value of [the Bank's] interest in
the Estate's interest in such Debtor's Property as determined by
the Court at the Valuation Hearing."

Class 3 of the Debtors' plan is comprised solely of the Bank's
allowed unsecured deficiency balance.  The Debtors proposed to pay
the Bank the "full principal amount of each of its Allowed
Unsecured Claims" unless the Bank timely elected to be treated in
accordance with the "Alternative Unsecured Claim Treatment."

The Debtors and General Partners filed their First Amended Plan on
Aug. 11, 2011, which provided for the same treatment of the Bank's
claims as the original plan.

On March 28, 2011, the bankruptcy court granted the Debtors'
request to schedule a valuation hearing.  The bankruptcy court
also set forth various deadlines for identifying expert witnesses,
submission of written reports and/or appraisals, filing a list of
witnesses, submission of testimony by affidavit, and other various
pretrial issues.


DANNY'S DIGGIN': Iowa Appeals Court Affirms Foreclosure Ruling
--------------------------------------------------------------
The Court of Appeals of Iowa affirmed a district court's
declaratory ruling and issuance of a decree of foreclosure, which
allowed Libertyville Savings Bank to foreclose on the farm
mortgages of Daniel and Jill McKee.  Libertyville was a lender to
Danny's Diggin' N Dozin', Inc., an excavation business operated by
Daniel "Danny" McKee and his wife, Jill.

Danny's Diggin' N Dozin', Inc., based in Bloomfield, Iowa, filed
for Chapter 11 bankruptcy (Bankr. S.D. Iowa Case No. 05-00596) on
Feb. 8, 2005.  Judge Lee M. Jackwig presided over the case.
Jerrold Wanek, Esq., at Garten & Wanek, served as the Debtor's
counsel.  In its petition, the Debtor listed $647,675 in assets
and $2,099,953 in debts.

Danny's Diggin' N Dozin' emerged from the reorganization with a
plan, a $1,400,000 consolidated debt to Libertyville, and the
security agreements and the McKees' 2003 guaranty still in place.
Under a new promissory note, Danny's Diggin' N Dozin' was to make
monthly payments of $15,000 during the months of the construction
season.  The company later defaulted on the debt.

The case is LIBERTYVILLE SAVINGS BANK, Plaintiff-Appellee, v.
DANIEL M. McKEE and JILL L. MCKEE, Defendants-Appellants, No.
2-331/11-0831 (Iowa App. Ct.).  A copy of the Court's June 27,
2012 decision is available at http://is.gd/HC332wfrom Leagle.com.

David Morse, Esq. -- morse@rosenbergmorse.com -- at Rosenberg &
Morse, argues for the McKees.

Paul Zingg, Esq., at Kiple, Denefe, Beaver, Gardner & Zingg,
L.L.P., argues for the bank.


DOUG LARSEN: Minute Entry Does Not Constitute Proper Order
----------------------------------------------------------
Doug Larsen Construction, a small business debtor, filed a
disclosure statement and chapter 11 plan on Feb. 26, 2012.  The
following day, it filed a motion requesting the Court to extend
the deadline for confirming the plan to July 2, 2012.  The United
States Trustee objected to the disclosure statement.  At the
hearing on April 9, the Court ruled it would deny approval of the
disclosure statement and grant the extension motion.  The minute
entry, reflecting the proceedings at the April 9 hearing, stated
that "An order is forthcoming."  A proposed order denying approval
of the disclosure statement was submitted by the U.S. Trustee and
entered by the Court on April 16.  No order was ever submitted on
the Extension Motion, and none was entered.

On May 24, 2012, the Debtor filed the Amended Disclosure Statement
along with an amended chapter 11 plan.  The U.S. Trustee objected
to the Amended Disclosure Statement, citing, among other grounds,
that the deadline for the Debtor to confirm a plan had lapsed
because no order was ever entered on the Extension Motion and,
therefore, the case was subject to dismissal or conversion under
the Court's decision in In re Roots Rents, Inc., 420 B.R. 28
(Bankr. D. Idaho 2009).  The U.S. Trustee also argued that even if
the Debtor had successfully extended the deadline for confirming
its plan to July 2, there was insufficient time, given the
applicable noticing requirements, for the Debtor to confirm a plan
by that date.

On June 23, as part of its response to the U.S. Trustee's
objection, the Debtor filed a Second Extension Motion, in which it
requested a further extension of time for confirming its plan to
Aug. 31.  The Debtor also filed a motion to shorten time so that
the Second Extension Motion could be heard on June 25 in
conjunction with the hearing on the Amended Disclosure Statement.

The Court granted the Debtor's motion to shorten time, and at the
June 25 hearing entertained argument on both the Amended
Disclosure Statement and the Second Extension Motion.

In a June 29, 2012 Memorandum of Decision available at
http://is.gd/epTyODfrom Leagle.com, Chief Bankruptcy Judge Terry
L. Myers denied approval of the Debtor's Second Extension Motion
-- and the Amended Disclosure Statement.  Judge Myers said the
April 9 minute entry did not constitute an order for purposes of
11 U.S.C. Sec. 1121(e)(3), as it was not intended to be the
Court's final act on the Debtor's Extension Motion.

"The minute entry on its face contemplated the subsequent entry of
a separate order on the Court's ruling.  Further, the Court can,
with confidence, state that it was not its intention that the
minute entry be the final act on the Extension Motion," Judge
Myers said.

The Court noted that, while expiration of the time for confirming
a plan under 11 U.S.C. Sec. 1129(e) may create cause for dismissal
or conversion under Sec. 1112(b) -- an issue alluded to in the
briefs of both the U.S. Trustee and the Debtor -- there is no
motion for conversion or dismissal currently pending before the
Court.  Issues regarding conversion or dismissal of the case will
be addressed if and when such a motion is properly brought, the
Court said.

In the Debtor's response to the U.S. Trustee's objection to the
Amended Disclosure Statement, the Debtor made a qualified or
contingent request to dismiss the case should the Court find a
violation of Sections 1121(e) and 1129(e).  Judge Myers said the
Debtor's request is denied.  The Debtor can file a proper motion
to dismiss and provide notice of the same should it choose.

Doug Larsen Construction, Inc. filed a Chapter 11 petition
(Bankr. D. Idaho Case No. 11-02567) on Aug. 22, 2011, estimating
under $1 million in assets and debts.


DYNEGY HOLDINGS: Disclosure Statement Being Approved
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dynegy Inc. was told by the bankruptcy judge at a
hearing July 2 that she will approve disclosure materials
explaining the revised reorganization plan for subsidiary Dynegy
Holdings LLC.  Disclosure statement approval means creditors soon
will be voting on the Chapter 11 plan.

According to the report, the disclosure statement tells unsecured
creditors with claims totaling about $4.2 billion why they can
expect a recovery between 59% and 89%.  The newest disclosure
statement still doesn't say for sure whether the Dynegy parent
will file its own Chapter 11 petition and if so when.

The report relates that the current version of the plan is the
latest iteration of a reorganization for Dynegy Holdings first
worked out before filing under Chapter 11 in November.  Creditor
objection resulted in appointment of an examiner who issued a
report saying a restructuring last year involved fraudulent
transfers with actual intent to hinder and delay creditors.  Two
settlements followed before there was global agreement on a new
plan structure.

According to the report, the plan gives $200 million cash and 99%
of the merged companies' stock to holders of $4.2 billion of
unsecured claims against Dynegy Holdings. The claims include about
$3.5 billion on six issues of notes, $110 million for a tax-
indemnity claim, $540 million on lease guaranty claims, and $55
million to holders of $222 million in subordinated debt.  The
other 1% of the merged companies' stock plus warrants for 13.5%
more will go to a trust in satisfaction of the Dynegy parent's
claim deemed to arise as an expense of the Dynegy Holdings Chapter
11 case.  The five-year warrants will have an exercise price based
on a $4 billion net equity value for the reorganized company.

The $1.05 billion in 8.375% senior unsecured notes of Dynegy
Holdings LLC last traded July 2 for 66.5 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  As a result of the
examiner's March 9 report, the Dynegy stock lost almost 60% of its
value in two days' trading.  The stock fell less than 1 cent on
July 2 to 58.1 cents in New York Stock Exchange trading.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.


EASTMAN KODAK: Wins Approval to Auction Digital Imaging Patents
---------------------------------------------------------------
Eastman Kodak Company obtained approval from the Bankruptcy Court
to conduct an auction to sell its Digital Capture and Kodak
Imaging Systems and Services (KISS) patent portfolios.

Kodak's motion was contested by Apple, Inc. and FlashPoint
Technologies, Inc. which have asserted "ownership" interests in a
small number of the 1,100 patents in the portfolios.  The
Bankruptcy Court, over Apple and Flashpoint's objections, found
that all of the patents in the Digital Capture and KISS patent
portfolios are property of Kodak's estate.  Accordingly, the Court
granted Kodak the right to sell these patents free and clear of
Apple and FlashPoint's claims at the auction, subject to the
applicable provisions of the U.S. Bankruptcy Code.

"We are gratified that the Court has enabled us to move ahead with
our patent auction in a timely manner and with clarity on
ownership for the winning buyer," said Timothy Lynch, Kodak Vice
President and Chief Intellectual Property Officer.  As previously
announced, interested buyers will be able to submit bids on a
confidential basis, subject to review by Kodak, certain of its
creditors and the Bankruptcy Court.  The auction is expected to be
held in early August.

Kodak is selling the patents under section 363 of the U.S.
Bankruptcy Code which permits a sale free and clear of any adverse
claim or interest.  The patents will be sold in a fair,
competitive process overseen by the Bankruptcy Court.  At closing,
the winning bidder can obtain an order of the Bankruptcy Court
that protects it against any third-party ownership claims.

The Bankruptcy Court's ruling provides a path to separate the
auction process from continuing litigation about the Apple and
Flashpoint claims. Kodak believes these claims are without merit,
and is also seeking a determination on summary judgment, expected
to be heard in July, that the claims are time-barred.

Lynch said: "The Apple and FlashPoint claims are baseless and
Kodak will still seek dismissal on summary judgment in July.
However, today's ruling provides a Court-approved process allowing
buyers to acquire the patents free and clear of all ownership
allegations, regardless of the status of the dispute with Apple
and Flashpoint at the time of closing."

Even if the dispute with Apple and FlashPoint has not been fully
resolved by the time of closing of the patent sale, Kodak may
still sell the patents free and clear of Apple and FlashPoint's
claims by establishing "adequate protection" under the Bankruptcy
Code for Apple and Flashpoint at the time of sale.  Kodak's
adequate protection could take many forms depending on the value
of any remaining alleged interests, the amount of the sale
proceeds, and other factors.  Alternatively, the Bankruptcy Court
also authorized Kodak to sell the patents subject to Apple and
FlashPoint's claims, if mutually agreed between Kodak and the
winning bidder.

                     About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EASTMAN KODAK: D&Os Win OK for XL to Pay Defense Costs
------------------------------------------------------
A group of current and former officers, directors and employees of
Eastman Kodak Co. obtained a court order authorizing XL Specialty
Insurance Company to pay their defense costs.  The defense costs
are covered by the insurance policy of XL Specialty, which provide
up to $25 million in coverage for the May 31, 2011-May 31, 2012
policy year.  The policy provides insurance for Kodak officers,
directors and employees who are involved in securities class
actions.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EASTMAN KODAK: Court Approves Carestream Supply Agreement
---------------------------------------------------------
Eastman Kodak Co. obtained a court order on June 25 approving its
new supply agreement with Carestream Health, Inc.  The supply
agreement replaces a 2008 contract between the companies, which
expired on April 30.

The new agreement will ensure that Eastman Kodak will be able to
obtain toll coating for its film products through December 31,
2014, according to court papers.  It requires Eastman Kodak to
renew another contract with Carestream, which allows the latter
to lease the company's facilities in Eastman Business Park for
its toll coating operations until December 31, 2014.

The new agreements are not available for public disclosure
because they reportedly contain confidential information.
Earlier, Eastman Kodak was granted approval by the bankruptcy
court to file the agreements under seal.

The June 25 order also gave Carestream a go-signal to set off its
accounts payable claim in the sum of $2,109,888 against Eastman
Kodak's claim in the sum of $1,726,291.  The balance of the
accounts payable claim will be allowed as a "general unsecured,
non-priority claim" against Eastman Kodak's estate.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EASTMAN KODAK: Seeks to Reject Agreement With Schneider
-------------------------------------------------------
Eastman Kodak Co. and its affiliated debtors filed a motion
seeking court approval to end a license agreement with Jos.
Schneider Optische Werke GmbH, citing significant savings from
the termination.

The agreement dated January 28, 2008, provides Eastman Kodak
rights to use the "Schneider Kreuznach" brand name on digital
camera lens systems.

The contract provides "no further value" to the company since it
has already exited the digital camera business, according to its
lawyer, Pauline Morgan, Esq., at Young Conaway Stargatt & Taylor
LLP, in New York.

A court hearing to consider termination of the license agreement
is scheduled for July 18.  Objections are due by July 11.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EASTMAN KODAK: States Arguments Against Apple's Patent Claims
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. made arguments to the bankruptcy
judge explaining why claims of Apple Inc. to ownership of 10
patents can be discarded without even holding a trial.  There are
no disputed issues of fact barring summary dismissal of Apple's
ownership claims, Kodak contends.

According to the report, the papers were filed at the end of last
week in the lawsuit Kodak initiated last month in U.S. Bankruptcy
Court at the behest of the bankruptcy judge who said that claims
to patent ownership couldn't be thrown out short of filing a
complaint.  Apple is simultaneously asking a U.S. district judge
to remove the suit from bankruptcy court.  The issue on removal of
the suit won't be heard in district court until July 26, when
Kodak hopes the bankruptcy judge will rule against Apple at a July
23 hearing.

The report relates that at issue is ownership of 10 patents
claimed by Apple and the same 10 plus three others that FlashPoint
Technology Inc. claims to own.  FlashPoint was spun off from Apple
in 1996.  Kodak contends that Apple's ownership claims are based
on breach of a 1994 contract where the two companies jointly
developed technology.

Kodak, the report discloses, argues that the ownership claim is
barred because Apple and Flashpoint didn't make their claims
within four years of 2001 when Kodak began publicizing the
licensing of the technology.

Kodak's second theory relies on the so-called laches doctrine.
Laches bars claims to ownership, under Kodak's theory because the
ownership claims weren't made within six years.  Opposition papers
by Apple and FlashPoint are due July 16.  Kodak has been
contending that Apple is making ownership claims to frustrate the
process of selling technology.  At a hearing July 2, the
bankruptcy judge said he would approve procedures leading up to an
auction in August.

The lawsuit in bankruptcy court with Apple is Eastman Kodak
Co. v. Apple Inc., 12-01720, U.S. Bankruptcy Court, Southern
District of New York (Manhattan). Apple's motion to remove the
new lawsuit from bankruptcy court is Eastman Kodak Co. v. Apple
Inc., 12-04881, U.S. District Court, Southern District of New
York (Manhattan).

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EDISON MISSION: S&P Downgrades CCR to 'CCC' on Refinancing Risk
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Edison Mission Energy (EME) and its subsidiaries Midwest
Generation LLC (Midwest Gen) and Edison Mission Marketing &
Trading Inc. (EMMT), to 'CCC' from 'CCC+' based on greater
refinance risk in 2013 due to lower cash flow over the medium term
and reduced   liquidity and greater potential for corporate
restructuring.  The outlook is   negative.

"We affirmed our 'CC' issue rating on Homer City Funding LLC's
senior secured notes. The rating still has a negative outlook due
to high potential for capital restructuring in the next few months
that we would view equal to a   payment default," S&P said.

EME did not renew its $500 million revolving credit facility at
Midwest Gen that matured this month. No balance was outstanding.
Liquidity is available   now only from unrestricted cash balances
at EME, Midwest Gen, and other subsidiaries, totaling $1.3 billion
as of March 31, 2012. Debt of $500 million is due in June 2013.
Because of the high required capital spending and weak operating
cash flows, there is significant risk that the company will not be
able to successfully refinance the 2013 debt maturity. Capital
spending at Midwest Gen will run about $520 million in 2012-2014.
Cash flow from key subsidiary Midwest Gen is depressed due to low
power prices.

Furthermore, EME expects to pay $185 million to parent Edison
International (BBB-/Stable/--) in 2012 under their tax-allocation
agreement.

The negative outlook on EME, Midwest Gen, and EMMT reflects higher
refinancing risk due to the tightening liquidity situation and
financial performance that remains weak during a period of low
power prices, and greater prospects for some type of corporate
restructuring. Developments that could lead to a rating decline
include further deterioration in financial performance, or
increased uncertainty about EME's ability to roll over its $500
million notes maturing in June 2013, or greater expectations on
our part of debt restructuring that may be unfavorable to lenders
or that may be viewed as a default under our corporate rating
criteria. While unlikely, we could raise the ratings if we
believe EME will likely have the ability to refinance the 2013
bonds without entering into a restructuring or distressed debt
exchange.


ELITE PHARMACEUTICALS: Incurs $15-Mil. Net Loss in Fiscal 2012
--------------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss attributable to common shareholders of $15.05 million on
$2.42 million of total revenues for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million on $4.26 million of total revenues during the prior
year.

The Company's balance sheet at March 31, 2012, showed $10.31
million in total assets, $25.29 million in total liabilities and a
$14.98 million total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.

A copy of the Form 10-K is available for free at:

                        http://is.gd/fmqymY

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.


ELO TOUCH: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services said it assigned a corporate
credit rating of 'B' to Menlo Park, Calif.-based Elo Touch
Solutions Inc. The outlook is stable.

"At the same time, we assigned an issue-level rating of 'B+' to
the company's $175 million senior secured first-lien term loan due
2018 and $15 million revolving credit facility due 2017 with a
recovery rating of '2', indicating our expectation of substantial
(70%-90%) recovery in the event of default. We also assigned a
rating of 'CCC+' to the company's $85 million senior secured
second-lien term loan due 2018 with a recovery rating of '6',
indicating our expectation of negligible (0%-10%) recovery in the
event of default," S&P said.

"The company reduced its first-lien term loan to $175 million from
the proposed $180 million and increased pricing to LIBOR plus 650
from the proposed LIBOR plus 525. It also reduced its second-lien
term loan to $85 million from the proposed $90 million and
increased pricing to LIBOR plus 1025 from the proposed LIBOR plus
925. These changes do not affect our ratings on the company," S&P
said.

Elo used the proceeds to fund The Gores Group's acquisition of the
company from TE Connectivity. The ratings on Elo reflect its
"vulnerable" business risk profile based on its narrow market
focus in the fragmented and competitive touch-screen solutions
industry, its concentrated customer base and retail end market,
and its lack of a track record operating as a stand-alone company.
Partially offsetting these factors are its strong presence in the
retailer segment and its relationships with distributors and
original equipment manufacturers (OEMs).

"The company has an "aggressive" financial risk profile,
reflecting its leveraged capital structure, with pro forma
Standard & Poor's adjusted leverage that we expect will remain
near 5x over the medium term. Elo is a supplier of touch-screen
products and components to distributors and   OEMs serving
commercial end users. Retailers, who use Elo's products at the
point-of-sale, are the company's largest end market, followed by
health care providers who require specific designs to satisfy FDA
regulations," S&P said.

"The company's products are also used in transportation, gaming,
and industrial markets. The market for touch-screen solutions is
fragmented, with competition coming from OEMs, as well as smaller
foreign manufacturers. "In our view," said Standard & Poor's
credit analyst Christian Frank, "Elo has a vulnerable business
risk profile resulting from its niche market position within the
touch-screen solutions industry and its concentrated retail end
market and customer base, with its top few distributors making up
a significant portion of revenue." However, the company has built
a defensible   position in its niche serving the retailer end
market based on solid   relationships with distributors, value-
added resellers (VARs), and OEMs," S&P said.

"Nonetheless, it is in a more mature segment of the overall touch-
screen market and could face challenges from new technologies or
form factors. The stable outlook reflects our expectation that Elo
will generate modest growth and successfully transition to a
stand-alone company. We anticipate that it will not de-lever
materially over the intermediate term as it uses cash flow for
investing in its stand-alone infrastructure and generates
limited EBITDA growth, and therefore an upgrade is unlikely. We
could lower   the rating if stand-alone transition challenges,
increased competition, or a large customer loss cause EBITDA to
decline and leverage to increase to the mid-5x area," S&P said.


EVERGRANDE REAL: S&P Alters Outlook to Negative; Affirms 'BB' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Chinese property developer Evergrande Real Estate Group Ltd. to
negative from stable.

"At the same time, we affirmed the 'BB' long-term corporate credit
rating on Evergrande and the 'BB-' issue rating on the company's
outstanding senior unsecured notes. As a result of the outlook
revision, we lowered our Greater China credit scale rating on
Evergrande to 'cnBB+' from 'cnBBB-' and that on   the notes to
'cnBB' from 'cnBB+'," S&P said.

"We revised the outlook to reflect our view that Evergrande may
face a tougher refinancing environment following allegations of
frauds by a U.S.-based investment research company," said Standard
& Poor's credit analyst Christopher Lee.

"In our opinion, Evergrande's corporate governance assessment
could deteriorate if the company continues to materially invest in
non-core businesses and pursues a high-growth strategy."

"Evergrande's funding costs may have increased due to the fraud
allegations by Citron Research. Our view is reflected in
Evergrande's equity and bond prices, which have weakened since
Citron's report was made public. Confidence in Evergrande may take
time to recover, and lenders and investors may demand higher
funding costs until the company can achieve good financial
performances.  Evergrande may be diverting resources away from its
core business in property development by increasing its
investments in non-property businesses," S&P said.

"In our view, the synergy of these businesses with property
development is limited and profitability is uncertain. According
to the company, its total investments in sports and entertainment
could increase to Chinese renminbi (RMB) 800 million in 2012 from
RMB450 million a year earlier, with losses of about RMB200
million," S&P said.

"We affirmed the ratings because of Evergrande's good execution
and its large, geographically diversified, low-cost land bank.
These factors support our view that the company's business risk
profile is "fair". After a slow start, the company is on track to
meet its full-year property sales target. Margins are likely to
have declined compared with last year. They should, however, stay
in   line with our expectation of a 10% drop in property prices
for the sector in   2012," said Mr. Lee," S&P said.

"We stand by our base-case scenario for Evergrande, which supports
credit ratios appropriate for a "significant" financial risk
profile. We have assumed RMB80 billion in property sales for 2012,
sales revenue of about RMB70 billion-RMB75 billion, and an EBITDA
margin of about 25%, down 2 percentage   points from a year
earlier. Borrowings may be higher than our base case, but we
expect the company's debt-to-EBITDA ratio and EBITDA interest
coverage to each hover around 3x-4x," S&P said.

"We may lower the rating if Evergrande materially deviates from
its non-core business, its sales and profitability are much lower
than we expect, and its debt-funded expansion is more aggressive
than we anticipate. We could also downgrade the company if we
believe market confidence has had a detrimental impact on
Evergrande's funding costs and if further allegations of
impropriety surface. Downgrade triggers could be a debt-to-EBITDA
ratio of more than 5x, EBITDA interest coverage of less than 3x,
and unrestricted cash of less than RMB10 billion," S&P said.

"We may revise the outlook back to stable if market confidence in
the company recovers, as reflected in securities prices and
funding costs, and there are no further negative developments
alleging fraud or misrepresentations for the next 12 months. We
may also revise the outlook to stable if the company's financial
performances are good and it maintains leverage in line with our
base-case scenario for the next 12 months," S&P said.


FERTITTA MORTON: S&P Withdraws 'B' CCR Over Landry Consolidation
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including the 'B' corporate credit rating, on Fertitta Morton's
Restaurants Inc.

The withdrawal of the ratings follows the recent consolidation of
Fertitta Morton's into Landry's Inc. Debt at Fertitta Morton's was
repaid as part of that transaction.


FILENE'S BASEMENT: Syms Reaches Deal With Committees
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and subsidiary Filene's Basement LLC
reached a settlement with official committees representing
creditors and shareholders.  The agreement will lead to filing a
modified reorganization plan that will be "fully consensual," the
discount retailers said in a court filing.  The revised plan will
pay claims against Syms in full within "agreed upon time frames,"
the filing states.  The new plan, which has yet to be written,
will be filed "in coming days," with the aim of exiting Chapter 11
"as quickly as possible."

According to the report, the court filing shows that trade and
supplier claims against Filene's will also be paid in full. Claims
arising from terminated leases not guaranteed by Syms will receive
75% payment, also within specified time frames.  The settlement
provides that Marcy Syms will sell her stock back to the company
for $2.49 a share. The plan will be financed in part with a rights
offering available to existing shareholders to buy about 10
million shares of new stock for $2.49 a share. Proceeds will be
used in part to purchase existing stock from Marcy Syms.

The report relates that members of the shareholders' committee are
committed to purchase any stock not bought by other shareholders.
The shareholders backstopping the rights offering won't receive
backstop fees other than payment of counsel fees.  Sales of real
estate will also be used to repurchase existing stock from Marcy
Syms.

The bankruptcy court called for a hearing on July 9 for approval
of the agreement underlying the newly-negotiated plan.

The agreement was reached in mediation conducted by U.S.
Bankruptcy Judge James M. Peck from New York.

               About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FIRST MIDWEST: Moody's Lowers Preferred Stock Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
First Midwest Bancorp, Inc. and its subsidiaries. First Midwest
Bancorp, Inc.'s senior debt rating was downgraded to Baa2 from
Baa1. The lead bank, First Midwest Bank, had its standalone bank
financial strength rating (BFSR)/baseline credit assessment (BCA)
downgraded to C-/baa1 from C/a3, and its long-term deposit rating
downgraded to Baa1 from A3. The bank's Prime-2 short-term rating
was affirmed. Following the rating action, the outlook on all
ratings is stable. First Midwest Bancorp, Inc. and its
subsidiaries are collectively referred to hereafter as 'First
Midwest'.

Ratings Rationale

The one-notch downgrade of First Midwest's long-term ratings
reflects the bank's weaker asset quality and profitability
performance relative to similarly-rated peers. Moody's said this
is largely a function of First Midwest's commercial real estate
(CRE) concentration. At March 31, 2012, First Midwest's non-owner
occupied CRE exposure was a high 295% of Tier 1 common. Moody's
added that the CRE portfolio is geographically concentrated in the
comparatively weak suburban Chicago market.

At March 31, 2012, First Midwest's nonperforming assets (NPAs),
which include accruing restructured loans but exclude FDIC-covered
assets, represented 4.7% of loans plus other real estate owned
compared to 3.1% for the C/a3 rating peer group median. Management
recently indicated that the aggressive remediation of problem
assets remains a strategic priority. Moody's views this strategy
positively, especially given the bank's strong capital position.
Moody's also noted the ongoing improvement in First Midwest's CRE
loan composition, with riskier construction and land loans now
accounting for about 5% of total loans. Nonetheless, given First
Midwest's concentrated exposure to the soft Chicago CRE market,
its rating is better positioned at its new level.

First Midwest's core profitability is another area of relative
weakness, with pre-provision income to risk-weighted assets of
less than 2% in 2011 and the first quarter of 2012. Given the low
interest rate environment, lackluster loan demand, and a highly
competitive Chicago market, Moody's does not expect significant
improvement in First Midwest's profitability metrics in the near
term.

Moody's noted that the stable outlook on First Midwest's ratings
is supported by several key areas of strength. First, its capital
position is strong with a Tier 1 common ratio of 10.4% at March
31, 2012. The bank's capital position was bolstered by a common
equity raise in early 2010 and internal capital generation through
earnings since the first quarter of 2011. Additionally, the bank
benefits from its solid core deposit base in suburban Chicago.
Finally, First Midwest maintains a sound holding company liquidity
profile.

First Midwest Bancorp, Inc. is headquartered in Itasca, Illinois
and reported assets of $8 billion at March 31, 2012.

The methodology used in these ratings was Moody's Consolidated
Global Bank Rating Methodology published in June 2012.

Downgrades:

  Issuer: First Midwest Bancorp, Inc.

    Issuer Rating, Downgraded to Baa2 from Baa1

    Subordinate Regular Bond/Debenture, Downgraded to Baa3 from
    Baa2

  Issuer: First Midwest Bank

    Bank Financial Strength Rating, Downgraded to C- from C

    Issuer Rating, Downgraded to Baa1 from A3

    Senior Unsecured Deposit Rating, Downgraded to Baa1 from A3

    OSO Senior Unsecured OSO Rating, Downgraded to Baa1 from A3

  Issuer: First Midwest Capital Trust I

    Pref. Stock Preferred Stock, Downgraded to Ba1 from Baa3

Outlook Actions:

  Issuer: First Midwest Bancorp, Inc.

    Outlook, Changed To Stable From Rating Under Review

  Issuer: First Midwest Bank

    Outlook, Changed To Stable From Rating Under Review

  Issuer: First Midwest Capital Trust I

    Outlook, Changed To Stable From Rating Under Review


FIRST WIND: S&P Removes 'B-' Corp. Credit Rating From CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on First Wind Capital LLC and removed the rating
from CreditWatch with negative implications.  The outlook is
stable.  The recovery rating on the senior secured notes remains
'1', indicating a high expectation of recovery.  The issue rating
on First Wind Capital's $200 million senior secured notes is 'B+'.

"On June 15, 2012, FW Capital announced that it closed an
agreement with power and utilities company Emera Inc. to jointly
build, own, and operate wind energy projects in the Northeast
U.S.," said Standard & Poor's credit analyst  Grace Drinker.

"FW Capital used the $174 million net proceeds from this
transaction for various distributions, and held the remaining $24
million a liquidity buffer.  Given that note proceeds are going to
cover most of the equity portion of the near-term projects, we
view this liquidity buffer as a key contribution to the
portfolio's credit quality," Ms. Drinker added.

Any deterioration in liquidity would likely lead to a lowered
rating.


FRANK LEVESQUE: BAP Affirms Order Denying Chapter 11 Conversion
---------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Ninth Circuit affirmed
the bankruptcy court's order granting the request of Frank and
Bonnie Levesque to reopen their chapter 7 bankruptcy case but
denying their request to convert the case to chapter 11.  "Based
on the record presented in this appeal, we can discern no error,
let alone clear error, of fact that would lead us to conclude that
the bankruptcy court abused its discretion in denying the
Levesques' motion to convert," the BAP said.

On Sept. 15, 2009, the Levesques were involved in a motor vehicle
accident that apparently resulted in substantial personal injuries
to both Mr. and Ms. Levesque.  The Levesques already had fallen
behind on their mortgage payments, and their financial problems
worsened after the Accident.  The Levesques filed a chapter 7
bankruptcy petition on June 24, 2010.  Their bankruptcy counsel
was Shawn Christopher of the Christopher Legal Group.  On June 24,
2010, Brian D. Shapiro was appointed as the chapter 7 trustee in
the Levesques' bankruptcy case.

In their schedules, the Levesques confirmed under penalty of
perjury that they did not have any unliquidated claims against any
third parties.

The Levesques received their discharge by order entered on Oct. 4,
2010.  The Chapter 7 Trustee was discharged and the Levesques'
chapter 7 case was closed by Final Decree entered on Oct. 7.

Sometime prior to Oct. 18, 2010, the Levesques retained the Law
Office of Henness & Haight to pursue recovery of damages from
Falcon Industries, Inc. based on their injuries resulting from the
Accident.  On Oct. 18, 2010, the Henness Firm made demand on
Falcon for $750,000.  On Jan. 5, 2011, the Levesques filed a
lawsuit against Falcon to assert the Claim.

During a deposition of the Levesques taken in the Lawsuit, counsel
for Falcon questioned the Levesques and asked them why they had
not listed the Claim in their bankruptcy, intimating that they
"had committed some fraud."  Thereafter, on Nov. 11, 2011, the
Levesques, through new counsel, Edward S. Coleman, filed the
Motions.  In the combined Motions, the Levesques disclosed the
Claim to the bankruptcy court for the first time.

The Chapter 7 Trustee joined the Levesques' motion to reopen their
bankruptcy case but opposed their motion to convert it to chapter
11, based on their prior failures to disclose the Claim.

The bankruptcy court entered an order reopening the Levesques'
bankruptcy case and denying their motion to convert the case to
chapter 11 on Dec. 19, 2011.  The Levesques timely appealed.  At
oral argument, the Chapter 7 Trustee advised that he had been
reappointed as the trustee in the Levesques' reopened chapter 7
case.

The appeal is FRANK J. LEVESQUE; BONNIE R. LEVESQUE, Appellants,
v. BRIAN D. SHAPIRO, Chapter 7 Trustee, Appellee, BAP No. NV-11-
1742 (9th Cir. BAP).  A copy of the BAP's June 25, 2012 opinion is
available at http://is.gd/IufPHPfrom Leagle.com.


FREMONT GENERAL: Signature Asks Shareholders to Avoid McIntyre
--------------------------------------------------------------
Signature Group Holdings, Inc., said in a statement that it met
with Institutional Shareholder Services to discuss the Company's
director nominees and other proposals on the WHITE proxy card to
be voted on at the Company's upcoming annual meeting to be held on
July 24, 2012.  The Company's presentation to ISS was filed with
the Securities and Exchange Commission on June 28, 2012 and is
available on its website.

"Our highly credible and capable director nominees support - and
can contribute to -- a business plan that will enhance value for
all stockholders," said Craig Noell, Chief Executive Officer of
Signature.  In addressing the limited business strategy proposed
by James McIntyre, the former Chairman and CEO of the Company when
it operated prior to bankruptcy as Fremont General Corporation,
Mr. Noell stated, "Mr. McIntyre's simplistic and limited approach
for the Company's business strategy, underscores why it is so
important that stockholders vote FOR our nominees on the WHITE
proxy card. Mr. McIntyre's latest letter to stockholders fails to
present a comprehensive and coordinated plan.

This letter demonstrates a fundamental misunderstanding of the
challenges the Company continues to face, a significant number of
which are associated with his prior tenure when Fremont recorded
net losses of $202.3 million and $1.0 billion in 2006 and 2007,
respectively."

Stockholders should ask, "Should the person, whose past
performance as Chairman of the Company led it to bankruptcy,
accumulating approximately $900 million in Net Operating Losses
(NOLs), now be entrusted to maximize the value of these NOLs?"

Mr. McIntyre's letter fails to disclose pertinent facts:

"Mr. McIntyre's approach calls for outsourcing deal identification
to an investment banker.  This is an effective admission that
there are insufficient deal-sourcing capabilities among his
nominees and would place the future of your Company in the hands
of a financial agent whose interests are not necessarily aligned
with yours.  Additionally, this strategy would subject the Company
to paying huge investment banking fees and competing in auction
processes where purchase price multiples can lead to overpaying
for a target company.  In contrast, our approach is opportunistic,
yet disciplined, giving the Company the latitude to pursue
transactions that serve the best interests of all stockholders.
Mr. McIntyre's approach could take years to execute and prove very
costly.  We are aware of other companies with large NOLs that have
business plans in place looking for that single, well-priced
acquisition target and these companies have waited years for "the
big one" to materialize. Our approach gives the Company
flexibility to not only pursue larger acquisitions, but middle-
market acquisitions that would be accretive to earnings, growth
and positive cash flow. Why should we wait?

Our executive compensation is directly aligned with our
stockholders' interests.  The majority of our management team's
compensation is in stock options that only pay out if the stock
price rises. Contrary to Mr. McIntyre's claims, we are clearly
incentivized to deliver value for our stockholders.  This is in
direct contrast to Mr. McIntyre's compensation when he was
Chairman and CEO of Fremont, where he received tens of millions of
dollars in cash and common stock compensation while Fremont's
stockholders saw the value of their investment plunge.  Mr.
McIntyre incorrectly overstates the level of annual compensation
for our executives and appears to add equity grants that encompass
the next several years into one annual number.

We have made significant progress in repairing the Company,
addressing many of the problems created during Mr. McIntyre's
regime, including reducing the net loss by 89% since emerging from
bankruptcy.  We resolved over 200 legal proceedings associated
with the McIntyre-led Fremont operations.  We rebuilt an
experienced accounting and finance team and made significant
progress in remediating the Company's "Material Weakness,"
stemming from the McIntyre regime, in internal control surrounding
financial reporting."

Mr. Noell further added, "Our accomplishments have put the Company
in a position to take full advantage of our comprehensive business
strategy.  In order to have full access to the capital markets and
be able to execute on our plan, the Company needed to be compliant
with its SEC reporting requirements and able to disclose its
financial position.  In a focused effort, we cleared a backlog of
over five years of delinquent reporting and accounting practices
in an 18 month period.  We now have flexibility and the
availability of resources that did not exist while we were
clearing up the mess created in the McIntyre era."

"We urge stockholders to examine the facts.  We believe that when
stockholders look at the progress under the current Board and its
plans to enhance shareholder value, and then consider the value-
destroying record of McIntyre and his lack of a credible business
plan, they will recognize that they cannot entrust the future of
the Company to Mr. McIntyre and his hand-picked nominees," Mr.
Noell concluded.

                       About Signature Group

Signature Group Holdings, Inc. --
http://www.signaturegroupholdings.com/-- is a diversified0
business and financial services enterprise with principal
activities in industrial distribution and special situations debt.
Signature has significant capital resources and is actively
seeking acquisitions as well as growth opportunities for its
existing businesses.  The Company was formerly a $9 billion in
assets industrial bank and financial services business that
reorganized during a two year bankruptcy period. The
reorganization provided for Signature to maintain Federal net
operating loss tax carryforwards in excess of $850 million.

Fremont General Corp. filed for Chapter 11 protection on June 18,
2008, (Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represented the Debtor as counsel.
Kurtzman Carson Consultants LLC was the Debtor's noticing agent
and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represented the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General emerged from bankruptcy and filed Amended and
Restated Articles of Incorporation with the Secretary of State of
Nevada on June 11, 2010, which, among other things, changed the
Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  The name change also took effect as of that date.


GAMETECH INT'L: Files for Chapter 11 as Rival Buys Debt
-------------------------------------------------------
GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) to effect a restructuring of the company's debt
obligations.

GameTech, which filed the petition on July 2, disclosed total
assets of $27.22 million and total liabilities of $22.88 million
as of Jan. 29, 2012.

Judge Peter J. Walsh convened a hearing on the first day motions
on July 3.  Motions filed include request to use cash collateral,
pay employee wages, maintain bank accounts and pay sales and
gaming taxes.

The bankruptcy judge granted interim approval to the Debtors'
request to use cash collateral.  A final hearing is scheduled for
July 18, 2012 at 10:30 a.m.

The Debtors tapped Greenberg Traurig LLP as bankruptcy counsel and
Kinetic Advisors LLC as financial advisor.

The Company noted that it intends to operate as usual during the
restructuring process and that it does not expect any
interruptions in providing service to its customers and
distributors.

                   Rival Bought Secured Loan

The Company entered into an Amended and Restated Loan Agreement
with U.S. Bank N.A. and Bank of West, on June 15, 2011, which
amended the terms of the Company's then-existing senior secured
credit facility with the Lenders.  Since May 7, 2012, the Company
has been operating under a Forbearance Agreement with the Lenders,
pursuant to which, the Lenders agreed to refrain from exercising
certain rights and remedies available under the Loan Agreement.

The Forbearance Agreement expired on June 30, 2012, and, under the
terms of the Loan Agreement, the outstanding principal balance of
approximately $16 million, together with accrued but unpaid
interest, also matured on June 30, 2012.

On June 27, 2012, the Company received notice that the Lenders had
sold their rights and obligations under the Loan Agreement to the
Yuri Itkis Gaming Trust of 1993, which is also the owner of one of
the Company's competitors in the bingo industry.  GameTech hoped
to address the debt restructuring in a consensual and negotiated
process with the Trust during a proposed extended forbearance
period, and worked earnestly to accomplish that objective.
However, it was unable to negotiate the necessary forbearance
period with the Trust, and was left with little alternative to
Chapter 11 as the Trust had demanded immediate repayment in full
of the secured loan.

Andrew E. Robinson, the senior vice president, said in a court
filing that Yuri Itkis has attempted to use the loan to force a
merger transaction on the Debtors.  The Debtors believe that
alternative transactions exist which would provide more value for
the Debtors' stakeholders than the suggested merger.

                           Business as Usual

In its filing, GameTech stated that, despite some operational
challenges facing their business, the Company believes its
business has significant competitive advantages that make it an
attractive candidate for investment.  GameTech and its affiliates
have a leading market share of the electronic bingo market and
have a broad national platform with bingo systems installed in
38 states and have systems in Ontario Canada, Japan and the
Philippines.  GameTech also has VLT terminals and Class III gaming
devices in seven states, with leading market positions in
Louisiana and Montana.  The Company believes that better marketing
and technological innovation will improve operations and increase
its market share in both the bingo and VLT businesses.

GameTech is committed to communicating with its stakeholders
throughout this process.  In order to assure ordinary course
operations and no interruption in service for the Company's
customers and distributors, the Company is seeking approval from
the court for a variety of "First Day Motions" including use of
cash of collateral, authority to pay employees and distributors in
the ordinary course, authority to maintain bank accounts, and
other customary relief.  Additionally, the Company intends to pay
providers of goods and services delivered post-petition in the
ordinary course of business. No assurance can be given that the
"First Day Motions" will be granted or that a successful
restructuring will be finalized.  However the Company fully
expects to continue normal operations throughout these
proceedings. All GameTech distribution partners and customers can
continue to rely on GameTech products, support and service for
their business critical operations.

The Debtors say they indent to use the Chapter 11 cases to
continue to implement their turnaround plan and pursue sales or
licenses of certain assets.

                   About Gametech International

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

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


GRANITE SHOALS: S&P Cuts Rating on GO Bonds to 'BB+'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term and
underlying rating to 'BB+' from 'BBB-' on Granite Shoals, Texas'
outstanding general obligation (GO) bonds.

The outlook is stable.

"The lowered rating reflects our view of the growing risk that the
city willbe unable to structurally balance its finances," said
Standard & Poor's credit analyst Todd Helman. "We view the city's
continued use of loans from the debt service fund to support cash
shortfalls for operations along with rising transfers from the
city's utility fund for additional support as a major   credit
weakness," Mr. Helman added.

Officials report that the city currently does not have any major
capital needs and does not plan to issue additional bonds in the
near future.


HAWKER BEECHCRAFT: Files Plan by June 30 Deadline
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. complied with a deadline by
filing a reorganization plan and explanatory disclosure materials
on June 30.  Negotiated before bankruptcy on April 3, the plan
converts secured and unsecured debt to equity while reducing debt
by $2.55 billion.  The plan is supported by holders of 68% of the
secured credit and 72.5% of the senior unsecured noteholders,
according to the disclosure statement.

According to the report, the plan would give 81.9% of the new
stock to holders of $1.829 billion of secured debt, reserving
18.9% for unsecured creditors.  The restructuring support
agreement stated that the $780.9 million in unsecured deficiency
claims of secured lenders are to participate in the pool of
unsecured claims to share in 18.9% of the new equity.  The
unsecured recovery that otherwise would go to holders of $308
million in subordinated note claims will be directed to senior
unsecured noteholders.

The report notes that the draft disclosure statement has blanks
where creditors eventually will be told the projected percentage
recovery.

                      About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


GAMETECH INT'L: Files for Chapter 11 as Rival Buys Debt
-------------------------------------------------------
GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) to effect a restructuring of the company's debt
obligations.

GameTech, which filed the petition on July 2, disclosed total
assets of $27.22 million and total liabilities of $22.88 million
as of Jan. 29, 2012.

Judge Peter J. Walsh convened a hearing on the first day motions
on July 3.  Motions filed include request to use cash collateral,
pay employee wages, maintain bank accounts and pay sales and
gaming taxes.

The bankruptcy judge granted interim approval to the Debtors'
request to use cash collateral.  A final hearing is scheduled for
July 18, 2012 at 10:30 a.m.

The Debtors tapped Greenberg Traurig LLP as bankruptcy counsel and
Kinetic Advisors LLC as financial advisor.

The Company noted that it intends to operate as usual during the
restructuring process and that it does not expect any
interruptions in providing service to its customers and
distributors.

                   Rival Bought Secured Loan

The Company entered into an Amended and Restated Loan Agreement
with U.S. Bank N.A. and Bank of West, on June 15, 2011, which
amended the terms of the Company's then-existing senior secured
credit facility with the Lenders.  Since May 7, 2012, the Company
has been operating under a Forbearance Agreement with the Lenders,
pursuant to which, the Lenders agreed to refrain from exercising
certain rights and remedies available under the Loan Agreement.

The Forbearance Agreement expired on June 30, 2012, and, under the
terms of the Loan Agreement, the outstanding principal balance of
approximately $16 million, together with accrued but unpaid
interest, also matured on June 30, 2012.

On June 27, 2012, the Company received notice that the Lenders had
sold their rights and obligations under the Loan Agreement to the
Yuri Itkis Gaming Trust of 1993, which is also the owner of one of
the Company's competitors in the bingo industry.  GameTech hoped
to address the debt restructuring in a consensual and negotiated
process with the Trust during a proposed extended forbearance
period, and worked earnestly to accomplish that objective.
However, it was unable to negotiate the necessary forbearance
period with the Trust, and was left with little alternative to
Chapter 11 as the Trust had demanded immediate repayment in full
of the secured loan.

Andrew E. Robinson, the senior vice president, said in a court
filing that Yuri Itkis has attempted to use the loan to force a
merger transaction on the Debtors.  The Debtors believe that
alternative transactions exist which would provide more value for
the Debtors' stakeholders than the suggested merger.

                           Business as Usual

In its filing, GameTech stated that, despite some operational
challenges facing their business, the Company believes its
business has significant competitive advantages that make it an
attractive candidate for investment.  GameTech and its affiliates
have a leading market share of the electronic bingo market and
have a broad national platform with bingo systems installed in
38 states and have systems in Ontario Canada, Japan and the
Philippines.  GameTech also has VLT terminals and Class III gaming
devices in seven states, with leading market positions in
Louisiana and Montana.  The Company believes that better marketing
and technological innovation will improve operations and increase
its market share in both the bingo and VLT businesses.

GameTech is committed to communicating with its stakeholders
throughout this process.  In order to assure ordinary course
operations and no interruption in service for the Company's
customers and distributors, the Company is seeking approval from
the court for a variety of "First Day Motions" including use of
cash of collateral, authority to pay employees and distributors in
the ordinary course, authority to maintain bank accounts, and
other customary relief.  Additionally, the Company intends to pay
providers of goods and services delivered post-petition in the
ordinary course of business. No assurance can be given that the
"First Day Motions" will be granted or that a successful
restructuring will be finalized.  However the Company fully
expects to continue normal operations throughout these
proceedings. All GameTech distribution partners and customers can
continue to rely on GameTech products, support and service for
their business critical operations.

The Debtors say they indent to use the Chapter 11 cases to
continue to implement their turnaround plan and pursue sales or
licenses of certain assets.

                   About Gametech International

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

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


GAYLE JENKINS: La. Appeals Court Affirms $1.5MM Arbitration Award
-----------------------------------------------------------------
Chief Judge Marion F. Edwards of the Court of Appeals of
Louisiana, Fifth Circuit, upheld a judgment of the Twenty-Fourth
Judicial District Court confirming an arbitration award in favor
of ConstructionSouth, Inc., and against Gayle O. Jenkins.  The
panel is composed of Judges Marion F. Edwards, Clarence E.
McManus, and Walter J. Rothschild.

On March 24, 2004, CSI entered into a construction contract with
3901 Ridgelake, LLC, to build Pontchartrain Caye Condominiums, a
condominium project at 3901 Ridgelake Drive in Metairie,
Louisiana.  Ms. Jenkins is the managing member of Ridgelake.  CSI
and Ridgelake entered into a contract, a standard form AIA
Document "for Construction Projects of Limited Scope where the
basis of payment is a STIPULATED SUM."  The contract contains the
standard AIA arbitration provision.  The contract showed the name
of the owner as Ridgelake, underneath which was Ms. Jenkins'
signature, absent a title or other designation.

CSI sought to recover damages under the contract for failure of
Ridgelake to pay sums due under the contract.  According to the
record, in December 2007, CSI initiated an arbitration proceeding
against Ridgelake with the American Arbitration Association.
While the arbitration proceeding was still pending in January
2009, CSI filed a petition in the Twenty-Fourth Judicial District
Court against Ms. Jenkins personally, alleging that she made
certain misrepresentations and diverted proceeds from insurance,
as well as advances on a construction loan, and that she failed to
pay particular applications for payment made by CSI.  Ms. Jenkins
filed an Exception of Prematurity and Motion to Stay, averring
that the dispute in question was the subject of the arbitration
proceedings and that the claims against her were required to be
decided in that forum.  In April 2009, the court ordered the
parties to the lawsuit, including Ms. Jenkins, to proceed to
arbitration and granted the Motion to Stay, finding the Exception
of Prematurity to be moot.

On Jan. 14, 2011, the arbitrator entered his Final Award, finding
that CSI substantially performed the construction contract with
Ridgelake and that the unpaid balance owed by Ridgelake was
$1,040,550, plus interest.  It was also determined that
Ridgelake's failure to pay constituted an unexcused material
failure to perform its obligations and was a breach of contract.
The arbitrator also found that Ms. Jenkins, as the managing member
of Ridgelake, was personally liable for its obligations to CSI
because she disregarded the corporate formalities and conducted
the business in such a manner that she and Ridgelake were alter
egos of one another.  She co-mingled corporate and personal funds,
undercapitalized the company, and made preferential payments out
of company funds to herself in lieu of outstanding obligations to
CSI.  CSI was not liable for bad faith or intentional misconduct.
Ridgelake and Ms. Jenkins were ordered to pay the amount of
$1,499,725, as well as the administrative fees and expenses of the
arbitrator, within 30 days.

On Jan. 28, 2011, CSI moved to confirm the arbitration award, but
learned that Ms. Jenkins had filed a voluntary Chapter 11
bankruptcy petition on Jan. 18.  In February 2011, CSI moved the
Bankruptcy Court for relief from the automatic stay to resume and
complete the confirmation of the arbitration award in state court.
Counsel for Ms. Jenkins had no opposition to the motion, which was
then granted by the Bankruptcy Court.

Six days prior to the confirmation hearing, Ms. Jenkins filed a
notice of removal of the matter to federal court.  In turn, CSI
moved to remand the matter back to state court, which motion was
granted.  In so doing, the federal court further assessed
reasonable attorney's fees and costs against Ms. Jenkins.  Prior
to the confirmation hearing re-set in state court, Ms. Jenkins
requested the award be vacated, urging that the arbitrator
exceeded his authority in rendering an award against her, a non-
party; that the award was not based on contract; and that the
findings constituted a manifest disregard of the law.  Following a
hearing, the trial court found that Ms. Jenkins consented to and
voluntarily joined in the arbitration between Ridgelake and CSI;
that the arbitrator did not exceed the authority granted him by
the parties; and that statutory grounds for vacatur were not
established.  In the transcript, the court also found that the
motion to vacate was untimely.  The court confirmed the award in
the amount of $1,538,610 plus legal interest.  Ms. Jenkins
appeals.

The case is CONSTRUCTIONSOUTH, INC. v. GAYLE O. JENKINS, No.
12-CA-63 (La App. Ct.).  A copy of the Court's June 28, 2012
decision is available at http://is.gd/8iqQYwfrom Leagle.com.

R. Patrick Vance, Esq., and Richard J. Tyler, Esq., at Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., and
William W. Hall, Esq., Attorney at Law, represent
ConstructionSouth.

Ms. Jenkins is represented by:

          David L. Neeb, Esq.
          Ann Neeb, Esq.
          3501 North Causeway Boulevard, Suite 300
          Metairie, LA 70002

Gayle Jenkins filed for Chapter 11 bankruptcy (Bankr. E.D. La.
Case No. 11-10156) on Jan. 18, 2011.


GREAT CHINA MANIA: Posts $20,100 Net Loss in Q1 2012
----------------------------------------------------
Great China Mania Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $20,094 on $1,454,156 of
revenues for the three months ended March 31, 2012, compared with
net income of $873,976 on $878,853 of revenues for the same period
of 2011.

The Company's balance sheet at March 31, 2012, showed $1,498,535
in total assets, $1,389,333 in total liabilities, and
stockholders' equity of $109,202.

Madsen & Associates CPA's, Inc., in Salt Lake City, Utah,
expressed substantial doubt about Great China Mania's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2011.  The independent auditors
noted that the Company does not have the necessary working capital
to service its debt and for its planned activity.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/3eQeiq

The Company also amended its annual report for the fiscal year
ended Dec. 31, 2010, to file corrected financial data.  The
financial statements and notes in the Form 10-K for the year ended
Dec. 31, 2010 (filed April 15, 2011) inadvertently contained
erroneous financial information.

The Company has restated certain amounts of the consolidated
financial statements to reflect the loss on disposal of GEBD BVI.
Additional paid-in capital and accumulated deficit as of Dec. 31,
2010 increased by $5,223,073, respectively.  The net results from
discontinued operations for the year ended Dec. 31, 2010,
decreased by $5,223,073.  Also, the net income and comprehensive
income for the year ended Dec. 31, 2010 increased by $5,223,073,
respectively.  There is no change in net assets as of Dec. 31,
2010.

A copy of the Form 10-K/A is available for free at:

                       http://is.gd/nuTQGw

Hong Kong-based Great China Mania Holdings, Inc., operates three
100% owned subsidiaries: 1) Great China Media Limited GCM, which
specialized in provision of electronic content; 2) GME Holdings
Limited, which specialized in artist management services; and 3)
Great China Games Limited, which specialized in retail sales of
video games and accessories.


HERON LAKE: Posts $1.36 Million Net Loss in April 30 Quarter
------------------------------------------------------------
Heron Lake BioEnergy, LLC, filed its quarterly report on Form
10-Q, reporting a net loss of $1.36 million on $41.19 million of
revenues for the three months ended April 30, 2012, compared with
net income of $438,674 on $38.02 million of revenues for the same
period of the prior fiscal year.

For the six months ended April 30, 2012, the Company reported a
net loss of $2.50 million on $80.05 million of revenues, compared
with net income of $2.12 million on $77.22 million of revenues for
the six months ended April 30, 2011.

The Company's balance sheet at April 30, 2012, showed
$96.31 million in total assets, $48.78 million in total
liabilities, and members' equity of $47.53 million.

As reported in the Troubled Company Reporter on Feb. 7, 2012,
Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis, Minn.,
expressed substantial doubt about Heron Lake BioEnergy's ability
to continue as a going concern, following the Company's results
for the fiscal year ended Oct. 31, 2011.  The independent auditors
noted that the Company previously incurred operating losses
related to difficult market conditions and operating performance.
The Company was previously out of compliance with its master loan
agreement and had a lower level of working capital than was
desired.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/6ouMyo

Heron Lake, Minnesota-based Heron Lake BioEnergy, LLC, owns and
operates a dry mill corn-based, natural gas fired ethanol plant
near Heron Lake, Minnesota.  The plant has a stated capacity to
produce 50 million gallons of denatured fuel grade ethanol and
160,000 tons of dried distillers' grains (DDGS) per year.


HOLLY SEAY: Proposal for Wells Fargo Claim Required by Friday
-------------------------------------------------------------
Bankruptcy Judge Mark A. Neal signed off on a stipulation and
consent order wherein the U.S. Trustee agrees to withdraw, without
prejudice, its request to have Holly Seay's Chapter 11 case
dismissed or converted to Chapter 7.  The U.S. Trustee understands
that the case is primarily a two-party dispute that requires a
resolution of the claim asserted against the Debtor by Wells Fargo
Bank, N.A., as trustee for RMAC-REMIC Trust, Series 90009-9.  The
Debtor will provide and submit to Wells Fargo a proposal for the
treatment of Wells Fargo's claim by July 5, 2012.

If the Proposal is acceptable to Wells Fargo:

     (a) the Debtor will have to and through Sept. 1, 2012, to
         consummate a resolution of Wells Fargo's claim and seek
         a dismissal or conversion of her case to one under
         chapter 7;

     (b) if the Debtor fails to consummate a resolution of Wells
         Fargo's claim and seek dismissal or conversion of her
         case to chapter 7 on or before Sept. 1, 2012, the Debtor
         unconditionally -- and does -- consent to the conversion
         of her case to one under chapter 7; and

     (c) to the extent the Debtor and Wells Fargo request that the
         Sept. 1, 2012 deadline for consummation of a resolution
         of Wells Fargo's claim be extended, the U.S. Trustee
         agrees to not unreasonably withhold consent to extensions
         of the deadline.

If the Debtor's Proposal is not completely acceptable to Wells
Fargo, in Wells Fargo's sole discretion, or is not submitted to
Wells Fargo by the July 5 deadline, Wells Fargo will provide
timely notice of that fact to the U.S. Trustee and the Debtor's
counsel, and the Debtor will automatically consent to:

     (a) the dismissal with prejudice of the adversary proceeding
         Holly Seay v. Jeffrey Nadel, et al., AP Case No.
         11-00682, and counsel for Wells Fargo is authorized to
         file the consent dismissal with prejudice on behalf of
         the Debtor;

     (b) the entry of an order unconditionally granting Wells
         Fargo's Motion for Relief from Stay; and

     (c) the conversion of her case to one under chapter 7.

A copy of the Stipulation and Consent Order approved June 29,
2012, is available at http://is.gd/6S7JEFfrom Leagle.com.

Holly Seay filed for chapter 11 bankruptcy (Bankr. D. Md. Case No.
11-22898) in 2011.  Diana L. Klein, Esq., at Klein & Associates,
in Annapolis, serves as the Debtor's counsel.


HOLLYFRONTIER CORP: Moody's Issues Summary Credit Opinion
---------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
HollyFrontier Corp. and includes certain regulatory disclosures
regarding its ratings. The release does not constitute any change
in Moody's ratings or rating rationale for HollyFrontier Corp.

Moody's current ratings on HollyFrontier Corp. and its affiliates
are:

HollyFrontier Corp.

Long Term Corporate Family Ratings (domestic currency) Rating
of Ba1

Probability of Default Rating of Ba1

Senior Unsecured (domestic currency) Rating of Ba2

Speculative Grade Liquidity Rating of SGL-1

LGD Senior Unsecured (domestic currency) Assessment of 71 - LGD5

Frontier Oil Corporation

Senior Unsec. Shelf (domestic currency) Rating of (P)Ba2

Subordinate Shelf (domestic currency) Rating of (P)Ba2

Preferred Shelf (domestic currency) Rating of (P)Ba2

Preferred shelf -- PS2 (domestic currency) Rating of (P)Ba2

LGD Preferred Shelf (domestic currency) Assessment of 97 - LGD6

BACKED Senior Unsecured (domestic currency) Rating of Ba2

LGD BACKED Senior Unsecured (domestic currency) Assessment of 76
- LGD5

Holly Energy Partners, L.P.

Long Term Corporate Family Ratings (domestic currency) Rating of
Ba3

Probability of Default Rating of Ba3

Senior Unsecured (domestic currency) Rating of B1

BACKED Senior Unsecured (domestic currency) Rating of B1

Speculative Grade Liquidity Rating of SGL-3

LGD Senior Unsecured (domestic currency) Assessment of 66 - LGD4

LGD BACKED Senior Unsecured (domestic currency) Assessment of 66
- LGD4

Rating Rationale

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

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

The principal methodology used in rating HollyFrontier Corp. was
the Global Refining and Marketing 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.


HOMER CITY: S&P Affirms 'CC' Issue Rating on Senior Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CC' issue rating
on Homer City Funding LLC's senior secured notes.

"The rating still has a negative outlook due to high potential for
capital restructuring in the next few months that we would view
equal to a payment default," said Standard & Poor's credit analyst
Terry Pratt.

Also, on June 29, 2012, Standard & Poor's also lowered its
corporate credit rating on Edison Mission Energy (EME) and its
subsidiaries Midwest Generation LLC (Midwest Gen) and Edison
Mission Marketing & Trading Inc. (EMMT), to 'CCC' from 'CCC+'
based on greater refinance risk in 2013 due to lower cash flow
over the medium term and reduced liquidity and greater potential
for corporate restructuring. The outlook is negative.

EME is in the process of transferring control of the Homer City
plant to its equity owner, GE Capital. EME has written off its
investment in the plant. GE Capital is spending an approximate
$750 million to install pollution-control equipment at the plant.

Part of this plan involves a restructuring of the debt by a
proposed agreement between GE Capital and certain lenders. EME is
not   involved in the restructuring efforts. This agreement would
result in deferral   of debt repayments, which we view as the same
as default.

"We would lower the Homer City debt rating to 'D' upon
consummation of any such agreement," S&P said.

The Homer City debt rating still has a negative outlook due to
high potential for capital restructuring under the proposed
agreement between GE and certain lenders.

"This agreement would result in deferral of debt repayments, which
we view as the same as default. We would lower the Homer City debt
rating to 'D' upon consummation of any such agreement," S&P said.


HONDO MINERALS: Posts $556,300 Net Loss in April 30 Quarter
-----------------------------------------------------------
Hondo Minerals Corporation, filed its quarterly report on Form
10-Q, reporting a net loss of $556,316 for the three months ended
April 30, 2012, compared with a net loss of $376,835 for the three
months ended April 30, 2011.

For the nine months ended April 30, 2012, the Company reported a
net loss of $2.38 million, compared with a net loss of $711,568
for the nine months ended April 30, 2011.

From the period of Sept. 25, 2007 (inception) to April 30, 2012,
the Company recorded no revenues.

The Company's balance sheet at April 30, 2012, showed
$13.89 million in total assets, $772,929 in total current
liabilities, and stockholders' equity of $13.12 million.

As reported in the TCR on Nov. 7, 2011, KWCO, PC, in Odessa,
Texas, expressed substantial doubt about Hondo Minerals' ability
to continue as a going concern, following the Company results for
the fiscal year ended July 31, 2011.  The independent auditors
noted that the Company has limited cash, no revenues, and
limited capital resources.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/rd9EtE

Addison, Tex.-based Hondo Minerals, Inc., is engaged in the
acquisition of mines, mining claims and mining real estate in the
United States, Canada and Mexico with mineral reserves consisting
of precious metals or non-ferrous metals.  Hondo owns the
Tennessee and Schuylkill Mines in the Wallapai Mining District
near Chloride, Mohave County, Arizona.


INTEGRATED BIOPHARMA: Closes $11.7-Mil. Credit Facility with PNC
----------------------------------------------------------------
Integrated BioPharma, Inc., closed on a new five year $11.7
million revolving credit and term facility with PNC Bank, National
Association on June 27, 2012, and the refinancing of INBP's
subordinated debt.

The PNC Bank credit facility consists of a $8,000,000 revolving
line of credit and a $3,727,000 term loan, secured by all assets
of INBP and its active subsidiaries.  INBP borrowed an initial
revolving advance of approximately $2,679,000.  Revolving credit
line advances bear interest at PNC's Base Rate or the Eurodollar
Rate, at INBP's option, plus 2.75%.  The term loan bears interest
at PNC's Base Rate or the Eurodollar Rate, at INBP's option, plus
3.25%.

On June 27, 2012, the Company completed a refinancing of its
defaulted subordinated convertible note in the original principal
amount of $4,500,000 held by CD Financial, LLC, an affiliate of
two of INBP's directors, and a second promissory note in the
original principal amount of $300,000 held by CD Financial, LLC.
As part of this refinancing, INBP issued to CD Financial, LLC, two
promissory notes, in the original principal amounts of $5,300,000
and $1,714,000.  The notes are also secured by all assets of INBP
and its active subsidiaries, bear a per annum interest rate of 6%
and mature on July 7, 2017.  The lien of CD Financial and its
payment rights in respect of the notes are subordinated to PNC
Bank.  The $5,300,000 promissory note is convertible at the option
of CD Financial, LLC, into common stock of INBP at a conversion
price of $0.65 per share, subject to customary adjustments.

The proceeds of the initial PNC Bank advances and the refinancing
of INBP's subordinated convertible debt with CD Financial, LLC,
provided INBP with the capital necessary to repay its defaulted
notes payable in the aggregate original principal amount of
$7,000,000 held by Imperium Master Fund, LTD, and three other
parties, a $1,000,000 forbearance fee under the Forbearance
Agreement, dated as of Oct. 14, 2012, as well as interest and
expenses owed to the Imperium Parties and $805,000 representing an
11.5% premium owed on the original maturity date of the defaulted
notes payable, Nov. 15, 2009.

E. Gerald Kay, Chief Executive Officer, stated, "We are delighted
to establish this relationship with PNC Bank which has allowed us
to strengthen our financial condition and facilitate the growth of
core business focused now in the manufacturing of tablets and
capsules of nutritional supplements and the sale and distribution
and sale of our branded liquid nutraceutical products.  The credit
facility provides us with a flexible economic tool to assist us in
managing our cash flows and to help us mitigate potential cash
flow impediments to our planned growth."

A copy of the Credit Agreement is available for free at:

                        http://is.gd/MkgoOm

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

In the auditors' report
accompanying the financial statements for fiscal year ended June
30, 2011, Friedman, LLP, in East Hanover, NJ, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a working capital deficiency, recurring net losses and has
defaulted on its debt obligations.

The Company reported a net loss of $2.28 million in fiscal 2011
and a net loss of $5.53 million during the prior fiscal year.

The Company's balance sheet at March 31, 2012, showed $10.75
million in total assets, $19.58 million in total liabilities, all
current, and a $8.83 million total stockholders' deficiency.


INTEGRATED BIOPHARMA: Refinances Defaulted Sub. Conv. Note
----------------------------------------------------------
Integrated BioPharma, Inc. disclosed the closing of a new five
year $11.7 million revolving credit and term facility with PNC
Bank, National Association on June 27, 2012 and the refinancing of
INBP's subordinated debt.

The PNC Bank credit facility consists of a $8,000,000 revolving
line of credit and a $3,727,000 term loan, secured by all assets
of INBP and its active subsidiaries. INBP borrowed an initial
revolving advance of approximately $2,679,000.  Revolving credit
line advances bear interest at PNC's Base Rate or the Eurodollar
Rate, at INBP's option, plus 2.75%.  The term loan bears interest
at PNC's Base Rate or the Eurodollar Rate, at INBP's option, plus
3.25%.

INBP also announced that on June 27, 2012 it completed a
refinancing of its defaulted subordinated convertible note in the
original principal amount of $4,500,000 held by CD Financial, LLC,
an affiliate of two of INBP's directors, and a second promissory
note in the original principal amount of $300,000 held by CD
Financial, LLC.  As part of this refinancing, INBP issued to CD
Financial, LLC two promissory notes, in the original principal
amounts of $5,300,000 and $1,714,000.  The notes are also secured
by all assets of INBP and its active subsidiaries, bear a per
annum interest rate of 6% and mature on July 7, 2017.  The lien of
CD Financial and its payment rights in respect of the notes are
subordinated to PNC Bank.  The $5,300,000 promissory note is
convertible at the option of CD Financial, LLC into common stock
of INBP at a conversion price of $0.65 per share, subject to
customary adjustments.

The proceeds of the initial PNC Bank advances and the refinancing
of INBP's subordinated convertible debt with CD Financial, LLC
provided INBP with the capital necessary to repay its defaulted
notes payable in the aggregate original principal amount of
$7,000,000 held by Imperium Master Fund, LTD and three other
parties, a $1,000,000 forbearance fee under the Forbearance
Agreement, dated as of Oct. 14, 2012, as well as interest and
expenses owed to the Imperium Parties and $805,000 representing an
11.5% premium owed on the original maturity date of the defaulted
notes payable, Nov. 15, 2009.

E. Gerald Kay, Chief Executive Officer, stated, "We are delighted
to establish this relationship with PNC Bank which has allowed us
to strengthen our financial condition and facilitate the growth of
core business focused now in the manufacturing of tablets and
capsules of nutritional supplements and the sale and distribution
and sale of our branded liquid nutraceutical products.  The credit
facility provides us with a flexible economic tool to assist us in
managing our cash flows and to help us mitigate potential cash
flow impediments to our planned growth."

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

Following the fiscal 2011 results, Friedman, LLP, in East Hanover,
NJ, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has a working capital deficiency, recurring net losses
and has defaulted on its debt obligations.

The Company reported a net loss of $1.15 million on $28.97
million of net sales for the nine months ended March 31, 2012,
compared with a net loss of $1.30 million on $30.77 million of net
sales for the same period a year ago.

The Company reported a net loss of $2.28 million in fiscal 2011
and a net loss of $5.53 million during the prior fiscal year.

The Company's balance sheet at March 31, 2012, showed $10.75
million in total assets, $19.58 million in total liabilities, all
current, and a $8.83 million total stockholders' deficiency.


JEWISH COMMUNITY: Taps Atlantic Insurance as Insurance Adjuster
---------------------------------------------------------------
Jewish Community Center Of Greater Monmouth County sought and
obtained authorization from the U.S. Bankruptcy Court for the
District of New Jersey to employ Atlantic Insurance Adjusters,
Inc., as insurance adjuster.

The Debtor said that the employment of the professional is
necessary because the Debtor has suffered a loss that caused the
collapse on Dec. 29, 2010.

Atlantic Insurance will negotiate, preserve, prepare and adjust
with the insurance carrier on the loss suffered on Dec. 29, 2010.
The arrangement for compensation is: 6% of the amount as adjusted
or otherwise recovered on account of loss by collapse of the
Dec. 29, 2010.

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

Atlantic Insurance can be reached at:

      3500 Sunset Avenue
      Ocean Twp. NJ 07712

                       About Jewish Community

Headquartered in Deal Park, New Jersey, Jewish Community Center Of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


JOHN D. OIL: Posts $3 Million Net Loss in 2011
----------------------------------------------
John D. Oil and Gas Company filed its annual report on Form 10-K,
reporting a net loss of $3.00 million on $1.43 million of revenues
for the fiscal year ended Dec. 31, 2011, compared with a net loss
of $1.38 million on $2.64 million of revenues for the fiscal year
ended Dec. 31, 2010.

The increase in the net loss was a result of the large reduction
in natural gas production revenue in 2011, the impairment recorded
for the joint venture, and the write-off of one well.

The Company's balance sheet at Dec. 31, 2011, showed $6.98 million
in total assets, $13.26 million in total liabilities, and a
stockholders' deficit of $6.28 million.

Due to on-going issues relating to the loan with RBS Citizens,
N.A. dba Charter One, the Company is currently undergoing a re-
organization process after filing for bankruptcy under Chapter 11
on Jan. 13, 2012.

A copy of the Form 10-K is available for free at:

                       http://is.gd/0krCf3

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


K-V PHARMACEUTICAL: Ave. Closing Price Below NYSE Minimum
---------------------------------------------------------
K-V Pharmaceutical Company was notified by the New York Stock
Exchange Regulation, Inc., that its Class A common shares is below
criteria for the average closing price of a security of less than
$1.00 over a consecutive 30 day trading period.  This notification
pertains to the Class A Common Stock but also affects the Class B
Common Stock.  The Company will have a six-month period from the
date of the NYSE notification to cure this deficiency.

Per NYSE procedures, K-V intends to notify the NYSE within 10
business days from the receipt of the NYSE notification of its
intent to cure this deficiency within the six-month cure period.
During this six-month cure period, the Company's shares will
continue to be listed and traded on the NYSE, subject to its
compliance with other NYSE continued listing standards.  However,
starting on July 3, 2012 the Company's Class A common shares and
Class B common shares will trade under the symbols "KVa.BC" and
"KVb.BC," respectively.

                About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at Dec. 31, 2010, showed
$296.21 million in total assets, $529.66 million in total
liabilities, and a $233.45 million shareholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The report of the Company's independent
registered public accountants BDO USA, LLP, included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, includes an explanatory paragraph related to the
Company's ability to continue as a going concern.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


LEHMAN BROTHERS: Completes Sale of Aurora Bank Assets
-----------------------------------------------------
Lehman Brothers Holdings Inc. disclosed the completion of the sale
of substantially all of the assets and transfer of substantially
all of the insured deposits of its indirectly wholly-owned multi-
billion dollar subsidiary, Aurora Bank, FSB, concluding a process
that successfully avoided a potentially costly government
resolution process of Lehman's two banks and that will ultimately
yield significant recovery value for the Lehman creditors.

Shortly after Lehman filed for bankruptcy in 2008, Aurora and
Lehman's other multi-billion dollar subsidiary bank, Woodlands
Commercial Bank, were at risk of being seized and placed into
receivership by the FDIC.  Instead, with the support of its
creditors and the consent of the U.S. Bankruptcy Court, and
working cooperatively with the Federal and state bank regulatory
agencies, Lehman made a series of capital and liquidity injections
to initially stabilize and ultimately recapitalize the banks,
positioning them for this more favorable outcome.

Doug Lambert, Managing Director with Alvarez & Marsal said: "In
completing the sale of substantially all of Aurora through an
open-door process, we have achieved something that has rarely been
accomplished over the past few years.  In December 2011, we
completed the resolution process of Woodlands Bank at no loss or
cost to the FDIC or taxpayers, and now with the completion today
of the sales of Aurora's residential servicing assets to
Nationstar Mortgage LLC and the transfer of all customer deposits
to New York Community Bank, we have taken a significant step
toward the successful resolution of Aurora.

"During the past three and a half years, we successfully oversaw
management of the two banks' resolution processes, restoring
regulatory capital which allowed the time necessary for the
overall financial markets to recover from the economic downturn,
averting enormous liability to the Lehman estate and ultimately
allowing us to pay off or transfer all customer deposits while
preserving potential recovery value for Lehman creditors."

After an extensive marketing process that began over a year ago
with Aurora, it was determined that the best economic result could
be achieved through the breakup of Aurora's business lines and
individual disposition of Aurora's diverse asset portfolios
through a series of sale transactions.  Over the past several
months, Aurora's residential loan portfolios were sold to three
separate purchasers; the commercial loan portfolios were sold to a
single purchaser; the commercial servicing assets were sold to
Ocwen Financial; the residential servicing assets were sold to
Nationstar; and its customers' deposits were transferred to New
York Community Bank.

The sale of the residential servicing assets included all of the
mortgage servicing rights and related advances owned by Aurora
Bank and its wholly owned subsidiary, Aurora Loan Services, LLC.
It also included the sale of the servicing facility in
Scottsbluff, Nebraska and the assignment of leases of the
facilities in Indianapolis and Littleton, Colorado.  Though not a
required part of the transaction, Nationstar has said that many of
Aurora's employees have taken positions with Nationstar, allowing
continuity of the excellent service received by borrowers as well
as minimizing, as much as possible, the significant personal
impact to the employee base from the sale transaction.

Following the closing of its insured deposit portfolio, Aurora
will continue to exist as a federal savings bank as it seeks to
comply with the terms of a consent order it entered into along
with 13 other regulated institutions in April 2011.  As a result
of the sales announced today, Aurora will retain substantial
liquid assets which will be used to comply with its obligations
under the consent order and ultimately distribute its remaining
proceeds to Lehman 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.

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               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 215/945-700)


LIBERTY STATE: Combs Family Trust's Action Remanded to State Court
------------------------------------------------------------------
District Judge Renee Marie Bumb in Camden, New Jersey, granted the
request of Merle R. Combs, Jr. Family Special Needs Trust and
Merle R. Combs, Jr. to remand to the Superior Court of New Jersey,
Camden County -- Chancery Division, their lawsuit alleging that
Michael W. Kwasnik and Kwasnik, Rodio, and Pikunis, P.C. were
named as trustees of the SNT and abused their positions by making
unauthorized transfers of funds from SNT to Liberty State Benefits
of Pennsylvania, Inc., Liberty State Financial Holdings Corp., and
Liberty State Benefits of Delaware, Inc.

The Plaintiffs, however, failed to convince the District Court
that they be paid attorney's fees.

The case before the District Court is, MERLE R. COMBS, JR. and the
MERLE R. COMBS, JR. FAMILY SPECIAL NEEDS TRUST, by and through its
Trustee, Joseph A. Marrazzo, Jr., Esquire, Plaintiffs, v. MICHAEL
W. KWASNIK, ESQUIRE, KWASNIK, RODIO & PIKUNIS, P.C., KWASNIK,
RODIO, COHEN & PIKUNIS, P.C., KWASNIK, RODIO, KANOWITZ & BUCKLEY,
P.C., KWASNIK, KANTOWITZ & ASSOCIATES, P.C., LIBERTY STATE
BENEFITS OF PENNSYLVANIA, INC., LIBERTY STATE FINANCIAL HOLDINGS
CORP., and LIBERTY STATE BENEFITS OF DELAWARE, INC., j/s/a,
Defendants, No. 11-cv-6212 RMB/AMD (D. N.J.).

According to the lawsuit, filed June 8, 2011, the Plaintiffs, upon
learning of the mismanagement of the trust funds, demanded that
the trust assets be returned and Mr. Kwasnik relinquish his role
as Trustee.

Just under two months after the Plaintiffs filed suit in Superior
Court, on July 29, 2011, Liberty State Benefits of Pennsylvania,
Inc., Liberty State Financial Holdings Corp., and Liberty State
Benefits of Delaware, Inc. each filed voluntary Chapter 11
petitions.  On Sept. 1, 2011, the Bankruptcy Court approved the
appointment of Richard W. Barry as trustee of the Debtor
Defendants' estate.  On Oct. 17, 2011, the Chapter 11 Trustee
filed an adversary proceeding against, among others, Mr. Kwasnik
and his law firms.  On Oct. 21, 2011, the Chapter 11 Trustee, on
behalf of the Debtor Defendants, removed the State Court Action to
the District Court under Federal Rule of Bankruptcy Procedure 9027
(a) (2) and 28 U.S.C. Sections 1452 and 1334, prompting the
Plaintiffs to seek remand.

A copy of the Court's June 27, 2012 Opinion is available at
http://is.gd/82c7iffrom Leagle.com.

Liberty State Financial Holdings Corp. and affiliates Liberty
State Benefits of Delaware Inc. and affiliates Liberty State
Benefits of Pennsylvania, Inc., filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 11-12404 to 11-12406) on July 29, 2011.
Garvan F. McDaniel, Esq., and Mary E. Augustine, Esq., at
Bifferato Gentilotti LLC, serve as the Debtors' counsel.  Judge
Kevin Gross oversees the case.  Liberty State Delaware estimated
$1 million to $10 million in both assets and debts.  The petitions
were signed by Anthony R. Thompson, chairman of the board.

In March 2011, the New Jersey Bureau of Securities sued Liberty
State and an affiliate in state court, accusing them of violating
state securities laws by failing to register the securities it
sold -- stakes in irrevocable life insurance trusts.  Liberty
State officials wrongfully diverted millions of dollars of funds
from "innocent investors," many of whom were "elderly and impaired
individuals," for their personal benefit.  As part of that action,
Liberty State agreed to the appointment of a fiscal agent to
investigate its use of investor funds as well as its financial
condition.  That agent filed a report in early July, describing
securities violations, gross mismanagement and fraudulent acts by
the company's controlling officials.  The agent also recommended
expanding his role to serve as receiver for the company and its
assets.


LIQUIDMETAL TECHNOLOGIES: VPC Acquires 10 Million Common Shares
---------------------------------------------------------------
In accordance with the terms and conditions of the Subscription
Agreement, on June 28, 2012, Visser Precision Cast, LLC, closed on
its purchase of 10,000,000 shares of common stock and a warrant to
purchase up to 3,750,000 shares of common stock of Liquidmetal
Technologies, Inc.

Barney D. Visser, Furniture Row, LLC, Norden, LLC, and Visser
Precision Cast, beneficially own 52,870,307 shares of Class A
common stock of Liquidmetal which represents 25.6% of the shares
outstanding as of June 28, 2012.

A copy of the amended filing is available for free at:

                        http://is.gd/0g8w0J

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2012, showed
$2.02 million in total assets, $4.86 million in total liabilities,
and a $2.84 million total shareholders' deficit.


METROGAS SA: Posts ARS18 Million Net Loss in Q1 2012
----------------------------------------------------
MetroGAS S.A. reported a net loss of ARS18.0 million on
ARS256.6 million of sales for the three months ended March 31,
2012, compared with a net loss of ARS26.3 million on
ARS233.3 million of sales for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed total assets
of ARS2.533 billion, total liabilities of ARS1.796 billion,
minority interest of ARS1.7 million, and shareholders' equity of
ARS734.8 million.

                       Going Concern Doubt

Price Waterhouse & Co. S.R.L., in Buenos Aires, Argentina,
expressed substantial doubt about MetroGas S.A.'s ability to
continue as a going concern, following the Company's 2011 results.
The independent auditors noted of the uncertainties related to the
suspension of the original regime for tariff adjustments and the
Company's petition for voluntary reorganization in an Argentine
Court on June 17, 2010.

In its limited review report to the shareholders, President and
directors of the Company, Price Waterhouse cited, among other
things, that the changes in the economic conditions in Argentina
and the changes to the License under which the Company operates
made by the Argentine National Government, mainly related to the
suspension of the original regime for tariff adjustments, have
affected the Company's economic and financial equation.
Management is in the process of renegotiating certain terms of the
License with the Argentine National Government to counteract the
negative impact caused by the above mentioned circumstances.

The adverse financial conditions that MetroGAS faces as a result
of the situation mentioned above led to MetroGAS' Board of
Directors to approve the Company's filing of a petition for
voluntary reorganization (concurso preventivo) in an Argentine
court on June 17, 2010, which was decreed by such court hearing
the case on July 15, 2010.  This circumstance generated an event
of default under the Negotiable Obligation Issue Program of the
Company which resulted in the automatic acceleration of the
outstanding financial debt obligations.  Nevertheless, upon the
reorganization filing, an automatic stay was put into place on the
payment of principal and interest on its outstanding debt
obligations.

A copy of the Company's unaudited consolidated interim financial
statements for the three months ended March 31, 2012, is available
for free at http://is.gd/cXvpK9

About MetroGas

Buenos Aires, Argentina-based MetroGAS S.A., a gas distribution
company, was incorporated on Nov. 24, 1992, and began operations
on Dec. 29, 1992, when the privatization of Gas del Estado S.E.
("GdE") (an Argentine Government-owned enterprise) was completed.

Through Executive Decree No. 2,459/92 dated Dec. 21, 1992, the
Argentine Government granted MetroGAS an exclusive license to
provide the public service of natural gas distribution in the area
of the Federal Capital and southern and eastern Greater Buenos
Aires, by operating the assets allocated to the Company by GdE for
a 35 year period from the Takeover Date (Dec. 28, 1992).  This
period can be extended for an additional 10 year period under
certain conditions.

MetroGAS' controlling shareholder is Gas Argentino S.A. ("Gas
Argentino") who holds 70% of the Common Stock of the Company.  The
20%, which was originally owned by the National Government, was
offered in public offering and the remaining 10% is under the
Employee Stock Ownership Plan ("Programa de Propiedad Participada"
or "PPP").




NANA DEVELOPMENT: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of NANA
Development Corporation ("NANA"), including the corporate family
rating to B3 from B2, and changed the rating outlook to negative
from stable. The rating downgrade reflects weaker credit metrics
and cash flows than were anticipated when the ratings were
initially assigned (July 2011), while the negative outlook
considers about $25 million of debt amortization required near-
term against tighter financial compliance test thresholds upcoming
that pressure liquidity.

Ratings are:

Corporate Family, to B3 from B2

Probability of Default, to B3 from B2

$175 million first lien term loan due 2016, to B1, LGD3, 32%
from Ba3, LGD3, 30%

$260 million second lien term loan due 2016, to Caa1, LGD5, 70%
from B3, LGD5, 70%

Rating Outlook, to Negative from Stable

Ratings Rationale

The CFR downgrade reflects that the ratio of EBITDA less capex to
interest expense was only just above 1x for the six months ended
March 31, 2012, a level on par with the B3 rating. Although the
company's revenue performance has been reasonably good since its
acquisition of Grand Isle Shipyard ("GIS," a U.S. Gulf-based
provider of offshore oil/gas maintenance, repair and overhaul
services, acquired in July 2011 for $300 million), integration
costs have been high, preventing margin levels that were expected
to accompany the investment. Further, delayed commencement of some
offshore energy projects within the northern Alaska waters that
border NANA's region will delay some of the growth envisaged in
the initial rating. Operational improvements being implemented at
GIS should slightly raise near-term earnings. Also complicating
the earnings outlook is US fiscal spending reductions that are
pressuring margins across the defense services contracting sector
-- a key business segment for NANA that comprises about 60% of its
revenue base.

Spot market prices of zinc and lead, which also affect cash flows
of NANA, have softened in the past year, another unfavorable
development for the credit. NANA Regional Corporation ("NRC"),
NANA's ultimate parent but a non-guarantor of NANA's debts,
receives royalty proceeds from its Red Dog Mine ownership. Those
royalty proceeds are subsequently down-streamed to NANA through an
equity contribution agreement. Zinc prices have fallen about 30%
since July 2011. Unless spot prices meaningfully rise, cash
inflows to NANA from the equity contribution arrangement may not
be enough to help NANA cover its required annual debt amortization
without relying on its revolving credit line to do so, even though
the net royalty percentage that NRC receives from the mine
operator will rise later in 2012 to 30% from 25%. Further, pre-
funding of NRC's administrative spending accounts that occurred
with the July 2011 origination of the term loan facilities was not
meant to last more than a couple of years and administrative cost
reimbursements to NRC are set to resume in Q4-FY2013, which will
consume cash flow from NANA. Separately, NANA's credit agreements
restrict the size of dividends up-streamed to NRC. The B3 CFR
assumes minimal if any dividends paid near-term.

The negative outlook considers that near-term free cash flow may
not fully cover required annual debt amortizations (about $25
million) while liquidity could weaken in 2013 with the tighter
financial covenant compliance thresholds. Slim covenant compliance
headroom also limits borrowing availability under NANA's (unrated)
asset-based revolving credit facility.

Stabilization of the outlook would be contingent on improving
financial performance sufficient to raise EBIT to interest above
1x, free cash flow to debt of 5% or more and an adequate liquidity
profile. Upward rating momentum, not currently anticipated, would
depend on EBIT to interest approaching the 1.5x range and free
cash flow to debt in the high single digit percentage range.
Downward rating momentum would develop with continued low free
cash flow generation and/or weakening liquidity.

NANA Development Corporation ("NANA") maintains an investment
portfolio of various business segments including contract
services, hospitality/tourism, management services and oilfield
and mining services. One of NANA's main objectives is to invest in
businesses that create long-term job growth for the Inupiat
community. NANA's FY2011 revenues were approximately $1.6 billion.
NANA is the business arm of NANA Regional Corporation ("NRC"). NRC
was formed as one of the 13 Native Corporations that followed the
Alaskan Native Claims Settlement Act. NRC has land surface and
subsurface rights of 2.3 million acres in Northwest Alaska. NRC is
owned by over 12,500 members of the Inupiat community.

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


NATIONAL BANK OF GREECE: Auditors Raise Going Concern Doubt
-----------------------------------------------------------
National Bank of Greece S.A. and subsidiaries filed its annual
report on Form 20-F for the fiscal year ended Dec. 31, 2011.

Deloitte Hadjipavlou, Sofianos & Cambanis S.A. expressed
substantial doubt about National Bank of Greece and subsidiaries'
ability to continue as a going concern.  The independent auditors
noted that the crisis in the Greek economy resulted in impairment
losses recorded in several classes of assets, such as Greek
government bonds and other loans in Greece.  "These have adversely
impacted the financial position, the results of operations, cash
flows and regulatory ratios of the Bank, and consequently of the
Group.  Furthermore, the crisis has limited the Bank's access to
liquidity from other financial institutions."

The Group reported a net loss of Eur14.507 billion on net interest
income before provision for loan losses of Eur3.648 billion for
2011, compared with a net loss of Eur308.0 million on net interest
income before provision for loan losses of Eur4.084 billion for
2010.

The Group's balance sheet at Dec. 31, 2011, showed
Eur103.467 billion in total assets, Eur107.371 billion in total
liabilities, $283.4 million of redeemable non-controlling
interest, and a shareholders' deficit of Eur4.187 billion.

A copy of the Form 20-F is available for free at:

                       http://is.gd/4YvlgY

National Bank of Greece S.A., along with subsidiaries, is the
largest financial institution in Greece by market capitalization,
holding a significant position in Greece's retail banking sector,
with more than 11 million deposit accounts, more than three
million lending accounts, 539 branches and 1,398 ATMs as at
Dec. 31, 2011.  The Group's core focus outside of Greece is in
Turkey and SEE, where it currently operates in Bulgaria, Serbia,
Romania, Albania, Cyprus and FYROM.

The Bank is the Group's principal operating company, representing
67.5% of its total assets as at Dec. 31, 2011.


NEBRASKA BOOK: Completes Restructuring, Emerges from Chapter 11
---------------------------------------------------------------
NBC Acquisition Corp. and its subsidiaries, including Nebraska
Book Company, Inc., an industry leader in solutions for the
college bookstore marketplace, today announced they successfully
completed their restructuring and have emerged from chapter 11
with lower debt and a significantly stronger balance sheet.

"This is an important day for Nebraska Book Company.  We are
emerging a stronger company aggressively focused on future
growth," said Barry Major, the Company's CEO.  "Throughout the
process, our goal was to continue providing unparalleled customer
service in the college bookstore marketplace and we never lost our
focus over the past year.  We were able to increase our on-campus
footprint through the acquisition of 23 new stores, our latest
being Portland State University Bookstore.  We also dramatically
expanded our industry-leading rental program with our commercial
accounts," Major continued.  "This speaks volumes about our
business strategy and how we've consistently provided solutions
for college and university partners to make college one of life's
best experiences for our guests."

"We're now well positioned for the future," Major added.  "This
can be seen in some of our recent leadership team changes.  At
Nebraska Book Company, our people are our greatest asset. Several
new executives have come from Fortune 100 companies, including our
President and COO Steve Clemente and our CFO Alexi Wellman.  Both
have brought innovative perspectives and proven leadership to our
team. Never have we been more focused and energized--I'm confident
in our direction and our ability to achieve our goals."

"Today, our message is clear," said Steve Clemente, the Company's
newly named President and COO.  "We are back and stronger than
ever.  We've strengthened our position as the most innovative,
welcoming and knowledgeable provider of collegiate products and
services."

"Over the last 12 months, we've been getting back in shape, so to
speak," Clemente added.  "We are again focused on growth,
expanding brand awareness and building out new solutions for
college retail.  This would not be possible without the support of
our dedicated partners and team members.  We appreciate those
committed to taking Nebraska Book Company to the next level," said
Clemente.

On June 27, 2011, the Company filed for chapter 11 protection in
the U.S. Bankruptcy Court for the District of Delaware to
restructure approximately $450 million in loans and bonds.  The
Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Company's Third Amended Joint
Plan of Reorganization (the "Plan") on May 30, 2012.  Through the
Plan, the Company will reduce the debt on their balance sheet by
approximately $240 million, in part by procuring a consensual
conversion of $100 million of the Company's 10% senior secured
notes due 2011 into equity in the reorganized Company. The Plan
became effective on June 29, 2012.

                        About Nebraska Book

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

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

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

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.


NEOMEDIA TECHNOLOGIES: Murray Ceases to Hold 5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Murray Capital Management, LP, disclosed
that, as of June 22, 2012, it beneficially owns 54,719,345 shares
of common stock of NeoMedia Technologies, Inc., representing 4.97%
based upon 1,100,236,551 outstanding shares as of May 7, 2012.

Murray Capital previously reported beneficial ownership of
70,528,363 common shares or a 7.38% equity stake as of April 5,
2012.

A copy of the amended filing is available for free at:

                        http://is.gd/AwnYfs

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

The Company reported a net loss of $849,000 in 2011, compared
with net income of $35.09 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$7.88 million in total assets, $236.06 million in total
liabilities, all current, $4.84 million series C convertible
preferred stock, $989,000 series D preferred stock, and a
$234 million total shareholders' deficit.


NEWPAGE CORP: Bondholders Talking With Verso on Possible Merger
---------------------------------------------------------------
Verso Paper Corp. said it has held discussions with certain
holders of the 11.375% first-lien senior secured notes of NewPage
Corporation in an effort to achieve a potential business
combination involving Verso and NewPage as part of a consensual
plan of reorganization in NewPage's Chapter 11 bankruptcy
proceedings.

The terms of Verso's proposed transaction would provide NewPage's
first-lien noteholders with $1.425 billion of value, consisting of
$1.075 billion of new Verso first-lien notes, $150 million of
Verso common stock, and $200 million of cash.  In addition, the
proposed transaction would include a 100% recovery in cash to
repay NewPage's debtor-in-possession financing, a 100% recovery in
cash for the allowed priority and administrative claims in the
bankruptcy proceedings, a to-be-determined amount of Verso common
stock for the holders of NewPage's second-lien notes, and a to-be-
determined recovery for NewPage's unsecured creditors.  To
facilitate the transaction, a $200 million cash equity investment
in Verso was contemplated.  The proposed transaction would be
subject to customary conditions, including the satisfactory
completion of due diligence and the completion of antitrust
review.

Verso believes that a combination with NewPage would create a
stronger business in the global coated and supercalendered paper
industry because of the material cost savings that would be
achieved.  Verso also believes that a combination with NewPage
would provide a compelling option for a restructuring in that it
would afford NewPage's first-lien noteholders a very attractive
recovery, while at the same time treating fairly the other NewPage
constituencies, including its employees, other creditor classes,
and customers.  Despite these advantages, Verso has been
disappointed with the lack of progress in advancing its
discussions with the first-lien noteholders.  Verso continues to
believe that its proposed transaction is the most sensible.

The terms of Verso's proposal to NewPage's first-lien noteholders
regarding the proposed transaction are included in the June 18,
2012 discussion materials attached as an exhibit to the current
report on Form 8-K that Verso is filing with the Securities and
Exchange Commission.  Verso provided advance notice to NewPage of
its presentation to the first-lien noteholders and delivered its
presentation to the first-lien noteholders for discussion purposes
only.  Verso also is including a withdrawn May 30, 2012 term sheet
previously presented to the first-lien noteholders as an exhibit
to the current report on Form 8-K.  This May 30 term sheet was
superseded in its entirety by the term sheet included in the June
18, 2012 presentation, which was revised to reflect NewPage's
updated earnings and cash balance.

                       The Chapter 11 Plan

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Verso's plan would pay off financing for NewPage's
bankruptcy in full. Second-lien noteholders would receive a number
of Verso shares to be decided, and unsecured creditors would have
a recovery to be determined.  In addition, Verso would have a $200
million cash equity investment in paper maker NewPage.

At a hearing in June, the bankruptcy court granted NewPage an
extension until Sept. 1 of the exclusive right to propose a
reorganization plan.

In May Verso completed an exchange offer by repurchasing
$157.5 million of the $300 million in 11.375% senior subordinated
notes due 2016 for $104.7 million in 11.75% secured notes due
2019.  In addition, holders of the subordinated debt also received
$110 for each $1,000 for bonds tendered before May 8.  The
exchange reduced debt by about $53 million and extended maturity
on some obligations to 2019.  Verso also completed an exchange
offer for its second-lien floating-rate notes.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NORTH CAROLINA UNIV.: S&P Lowers Rating on Obligation Bonds to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating on the University of North Carolina at Pembroke's (UNCP)
series 2010A and 2010B limited-obligation bonds to 'BB' from
'BBB+'.

The downgrade reflects management's projection for fiscal year-end
2012 (June 30) debt service coverage that is below the 1.1x
coverage required in the bond documents as well as lower-than-
expected dormitory occupancy for the spring 2012 semester.

The rating remains on CreditWatch with negative implications,
where it was placed on Dec. 15, 2011. At the same time, Standard &
Poor's revised the outlook on its issuer credit rating (ICR) on
the university to negative from stable. The negative outlook
reflects Standard & Poor's opinion of the potential for a
downgrade over the two-year outlook horizon if enrollment does not
stabilize and the financial operations of the university
deteriorate as a result.

Standard & Poor's affirmed the 'A' ICR.

The negative outlook on the ICR reflects Standard & Poor's
expectation that, over the next two years, the university will
continue to face enrollment challenges. In addition, the negative
outlook reflects Standard & Poor's view of challenges regarding
both management's ability to navigate through this difficult
enrollment environment and the transition the university is
currently experiencing at a number of senior management positions,
including the Vice Chancellor for Business Affairs, Vice
Chancellor of Enrollment Management, and the Vice Chancellor of
Student Affairs.

"Consideration of a negative rating action during the outlook
period could be triggered by university management's inability to
effectively manage through current enrollment challenges.
Additional credit factors that could, in our opinion, result in
downward pressure on the rating could include deficit financial
operations and the additional issuance of debt that further
decreases financial resource ratios relative to the rating
category," said Standard & Poor's credit analyst Jonathan
Volkmann. "A return to a stable outlook on the ICR could reflect
improvement in the university's demand and enrollment
characteristics as well as continuity moving forward within the
university's senior management team. In addition, we would expect
university financial performance to be balanced on at least a cash
basis and financial resource ratios to improve relative to the
rating category," S&P said.


NORTHWESTERN STONE: Seeks Court OK to Use MSB Cash Collateral
-------------------------------------------------------------
Northwestern Stone, LLC, seeks permission from the Bankruptcy
Court to use cash collateral in which McFarland State Bank has an
interest.

The Debtor's operations are conducted primarily at its real
property consisting of land and improvements located at 4373
Pleasant View Road, Middletone, Wisconsin.

MSB, successor of Evergreen State Bank, is the holder of various
mortgages against real property owned by the Debtor and security
interest against various personal property owned by the Debtor.

At the time of the filing of the Debtor's bankruptcy petition, MSB
was owed close to $9.5 million, which was secured by a lien
against almost all of the Debtor's personal property.

The Debtor relates that based on the outstanding debt to MSB, and
the value of the collateral, MSB is greatly over-secured.  The
total claim of MSB is less than $4.5 million.  The claim secured
by collateral valued at not less than $17.41 million.

In order to provide adequate protection to MSB for the Debtor's
use of cash collateral, the Debtor proposes to:

   (a) provide MSB with a replacement lien on all post-petition
       accounts receivable pursuant to Section 361(2) of the
       Bankruptcy Code;

   (b) maintain adequate insurance coverage on all personal
       property and assets, and will adequately insure against any
       potential losss;

   (c) provide MSB with financial reports, including profit & loss
       statements and balance sheets on a monthly basis;

   (d) make monthly payments to MSB in the amount of $17,875 to
       pay all accruing interest on MSB's claim;

   (e) expend cash collateral pursuant to the Budget;

   (f) pay postpetition taxes; and

   (g) maintain all collateral in which MSB has an interest, in
       good condition and repair.

                           MSB Objects

MSB does not consent to the continued use of its cash collateral
by the Debtor.  According MSB, the Debtor relies upon appraisals
that are stale in order to argue that it is "greatly over-
secured."

MSB asserts the Debtor should not be permitted to lose cash
through ongoing operations ad infinitum when it has no intention
of reorganizing.

MSB believes that the Debtor's case should be dismissed, or
converted to a case under Chapter 7, whichever is in the best
interest of the creditors, in light of the "continuing loss or
diminution of the estate and the absence of a reasonable
likelihood of rehabilitation."

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler &
Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy
counsel.  Grobe & Associates, LLP, serves as the Debtor's
accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NYTEX ENERGY: Proposes Amendments to Preferred Stock Terms
----------------------------------------------------------
NYTEX Energy Holdings, Inc., said it was exploring the possible
restructuring of certain of the terms and conditions of its
outstanding shares of Series A Convertible Preferred Stock,
including, among other things, restructuring the currently accrued
and unpaid dividends with respect to the Series A Preferred Stock.

In connection with the proposed Restructuring, the terms of the
Series A Preferred Stock would be amended as follows:

Dividends

     * The 9% dividend currently payable with respect to the
       shares of Series A Preferred Stock would cease to accrue as
       of June 15, 2012, and, thereafter, no dividends would be
       payable with respect to the Series A Preferred Stock unless
       declared by the Board.

     * In exchange for all accrued and unpaid dividends as of the
       Termination Date, each holder of Series A Preferred Stock
       as of the record date that would be set by the Board would
       be issued shares of Common Stock at a rate of one (1) share
       of Common Stock for each $1.00 of accrued and unpaid
       dividends due such holder.  As a result, the Company would
       issue an aggregate of approximately 767,570 Dividend Common
       Shares to the Series A Holders.

Liquidation Preference

     * Currently, in the event of the Company's liquidation,
       dissolution or winding up, the Series A Holders are
       entitled to be paid out of the Company's assets available
       therefore an amount in cash equal to $1.50 per share of
       Series A Preferred Stock, plus all accrued and unpaid
       dividends.  As part of the Restructuring, the Base
       Liquidation Amount would be reduced from $1.50 to $1.00 per
       share.

     * In consideration for reducing the Base Liquidation Amount
       by $0.50 per share, each Series A Holder as of the record
       date that would be set by the Board would be issued shares
       of Common Stock at a rate of 0.42735 shares of Common Stock
       for each share of Series A Preferred Stock held by them.
       As a result, the Company would issue an aggregate of
       approximately 2,461,978 Liquidation Adjustment Common
       Shares to the Series A Holders.

     * Currently, at the election of the holders of a majority of
       the then outstanding shares of Series A Preferred Stock,
       certain consolidations, mergers and other business
       combinations involving the Company, as well as the sale of
       all or substantially all of its assets and a transfer of
       more than 50% of the voting power of the Company, may be
       deemed to be a Liquidation.  As part of the Restructuring,
       the right of the Series A Holders to declare a Deemed
       Liquidation would be eliminated.

In connection with the proposed Restructuring, the terms of the
Series A Warrants would be amended as follows:

Anti-Dilution

     * Currently, the Series A Warrants contain a Full-Ratchet
       Anti-Dilution Provision for a two-year period following
       their date of issuance, with respect to any issuances by
       the Company of any equity securities with a Common Stock
       equivalent purchase price of less than the then-applicable
       per-share exercise price of the Series A Warrants.  In
       addition, currently, the foregoing anti-dilution protection
       becomes a "weighted average" anti-dilution provision
       following that two-year period.  As part of the
       Restructuring, the Full-Ratchet Anti-Dilution Provision
       would be eliminated and "weighted average" anti-dilution
       protection would be in effect.  In addition, the Company's
       issuance of the Dividend Common Shares and the Liquidation
       Adjustment Common Shares in connection with the
       Restructuring would be treated as excluded issuances, which
       would not result in any adjustment to the exercise price or
       the number of shares that may be purchased upon exercise of
       the Series A Warrants.

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

                        http://is.gd/W5EzlC

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

In the auditors' report
accompanying the financial statements for year ended Dec. 31,
2011, Whitley Penn LLP, in Dallas, Texas, expressed substantial
doubt about Nytex Energy's ability to continue as a going concern.
The independent auditors noted that the Company is not in
compliance with certain loan covenants related to two debt
agreements.

The Company's balance sheet at March 31, 2012, showed $76.92
million in total assets, $68.30 million in total liabilities and
$8.61 million in total equity.


OLSEN AGRICULTURAL: Settles With Members and Rabo Under Plan
------------------------------------------------------------
Olsen Agricultural Enterprises LLC filed a disclosure statement in
support of the second amended and restated plan of reorganization
dated June 4, 2012.

The Plan is the result of a global settlement between the Debtor
and its largest creditor, Rabo Agrifinance, Inc.  On April 2,
2012, the Debtor filed its First Amended and Restated Plan of
Reorganization, which was based, in part, on that global
settlement.  On May 4, 2012, before a disclosure statement for
that plan was approved, the Debtor's members reached a settlement
that resolved their dispute over the final allocation and
ownership of the equity ownership interests in the Debtor.

Under the plan, the Reorganized Debtor will continue the Debtor's
farming and viticultural operations on its owned and leased real
property.  Its business will be comprised principally of producing
and selling grass seed, grains, peppermint, wine grapes, nursery
stock, squash, hazelnuts and blueberries.

The Plan will be funded by a combination of (i) the Debtor's cash
on hand as of the Effective Date, (ii) cash that is collected or
generated by the Reorganized Debtor after the Effective Date, and
(iii) Cash advances received by the Reorganized Debtor under the
Exit Facility.

The Equity Interest Holders' Settlement will be approved as part
of the Plan, under which the Debtor's existing members will own
the Reorganized Debtor.

During the Plan Period, the management and control of the
Reorganized Debtor will be vested in a Board of Managers comprised
of four individuals.  The Board of Managers will be composed of
Eleanor Ann Olsen or her nominee; Roger P. Olsen or his nominee;
an individual to be appointed by James E. Olsen and Robin G.
Olsen; and an individual to be appointed by majority vote of the
Creditors that hold the three largest Allowed Class 11 Claims.

               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.  The petition was signed by Robin G. Olsen,
operations director.

An official committee of unsecured creditors has been appointed in
the case.


OLSEN AGRICULTURAL: Can Access $3 Million Rabo Exit Facility
------------------------------------------------------------
Judge Frank R. Alley of the U.S. Bankruptcy Court for the District
of Oregon has approved a $3 million exit loan facility between
Olsen Agricultural Enterprises LLC and Rabo Agrifinance, Inc.

The Exit Lender is granted an allowed superpriority administrative
expense claim for all Loan Obligations, having priority over any
and all other administrative expense claims, subordinate in
priority only to the Carve-Out.

All Loan Obligations will be due and payable, and repaid in full,
in cash, on the first to occur of: (i) December 31, 2012; (ii)
conversion or dismissal of this Chapter 11 case; (iii) appointment
of a trustee in this Chapter 11 case; or (iv) the occurrence of an
Event of Default under and as defined in this Order.

Interest on the Loan Obligations will accrue at a fixed rate of
10% per annum and will be payable monthly in arrears. The default
rate of interest will be 5% higher.

               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.  The petition was signed by Robin G. Olsen,
operations director.

An official committee of unsecured creditors has been appointed in
the case.


PEMCO WORLD: Creditors' Settlement With Sun Capital Approved
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Pemco World Air Services Inc. creditors'
committee received court approval at the end of last week for a
settlement with secured lender Sun Capital Partners Inc.  The
official creditors' committee negotiated the settlement with Sun
Capital while the company was preparing to auction the business.
Sun Capital agreed as part of the settlement that it won't receive
a distribution on account of the subordinated secured loan.

According to the reprot, Pemco filed papers July 2 for a first
expansion of the exclusive right to propose a liquidating Chapter
11 plan.  Pemco will appear on Aug. 7 in U.S. Bankruptcy Court in
Delaware requesting an enlargement until Oct. 31 of the exclusive
right to propose a liquidating Chapter 11 plan.  Pemco's papers
don't give a hint about the contours of a plan aside from what's
known from the settlement with Sun Capital.

The bankruptcy court approved the sale last month for $41.9
million cash to an affiliate of VT Systems Inc. from Alexandria,
Virginia.  The sale has yet to be completed, the company said in a
court filing July 2, according to the report.

                   About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


POLYPORE INT'L: S&P Raises Rating on $365MM Senior Notes to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
Polypore International Inc.'s $365 million senior notes due 2017
to 'B+' from 'B' and revised the recovery rating upward to '4',
indicating its expectation of average (30%-50%) recovery in a
payment default, from '5'.

"We removed the issue rating from CreditWatch, where we had placed
it with positive implications on June 7, 2012," S&P said.

"The note upgrade and recovery rating revision reflect our
expectation of improved recovery prospects for Polypore's
unsecured debt," said Standard & Poor's credit analyst Carol Hom.

The company recently obtained a new $450 million senior secured
credit facility, comprising a $150 million revolving credit
facility and a $300 million term loan, to refinance its debt.

The ratings on Charlotte, N.C.-based Polypore reflect the
filtration manufacturer's "aggressive" financial risk profile and
its "weak" business risk profile.

Polypore is one of three major manufacturers operating in the
niche battery separator business. Polypore manufactures separators
for lead-acid and lithium batteries (accounting for slightly more
than two-thirds of revenues) primarily for transportation,
industrial, and consumer applications. It also manufactures
filtration membranes for various health care applications as well
as industrial processes.


PRIMARY ENERGY: S&P Withdraws 'BB' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' corporate
credit rating, 'BBB-' senior secured rating, and '1' recovery
rating on Primary Energy Operations LLC at the issuer's request.


PRIMEDIA INC: S&P Affirms 'B' CCR Over Rent.com Acquisition
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Norcross, Ga.-based PRIMEDIA Inc.

"At the same time, we removed the rating from CreditWatch, where
it was placed with negative implications on April 13, 2012. The
rating outlook is stable. We also affirmed all issue-level ratings
on the company's debt. The recovery   ratings on the debt issues
remain '4', reflecting our expectation of average (30%-50%)
recovery for lenders in the event of a payment default," S&P said.

The rating on PRIMEDIA reflects Standard & Poor's assessment of
its business profile as "vulnerable" (based on our criteria) and
its financial profile as "aggressive."

"We expect core revenue to keep declining at a mid- to high-
single-digit percentage rate over the near term as reduced ad
spending by landlords in most markets pressure the apartment
advertising segment," said Standard & Poor's credit analyst Chris
Valentine.

PRIMEDIA acquired Rent.com in May 2012 for $145 million with cash
on hand, revolver borrowings, and common equity provided by
financial sponsor TPG Capital L.P. Pro forma for the transaction
as of March 31, 2012, the company had $7.6 million of cash and
roughly $8 million of borrowing availability under the $40 million
revolving credit facility.

"We expect the cushion of compliance with its net debt leverage
covenant will remain above 15% over the next 12 months because of
the EBITDA contribution from the acquisition," S&P said.

"We expect the company to generate moderate discretionary cash
flow and maintain 'adequate' liquidity over the near term," added
Mr. Valentine.

Rent.com has a good competitive position in Internet apartment
listing through a pay-for-performance business model, which we
believe could complement and strengthen PRIMEDIA's ongoing online
initiatives.

"Our stable rating outlook reflects PRIMEDIA's adequate near-term
liquidity and improved covenant headroom, despite continuing top-
line pressure. We could lower the rating if discretionary cash
flow declines below $10 million and we become convinced that the
headroom against financial covenants could narrow to less than
15%.  A downgrade scenario would likely involve deterioration in
the   apartment rental advertising business and unsuccessful
integration of Rent.com. In our view, this outcome would reflect a
significant falloff in EBITDA, as the company currently has
roughly 30% headroom against covenants," S&P said.

Factors that could lead to this scenario include increased
competition in the online rental advertising space and worsening
economic conditions that lower occupancy and effective rent
metrics in the majority of markets served.

Conversely, an upgrade would likely entail the company reversing
operating trends in the apartment business -- a scenario we do not
view as likely over the   near term, based on our economic
outlook.


QUIGLEY CO: Sets Aug. 15 Disclosure Hearing for New Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Quigley Company Inc. filed a revised Chapter 11 plan
at the end of last week and arranged an Aug. 15 hearing for
bankruptcy court approval of the disclosure statement explaining
the plan. The plan was modified as the result of an April opinion
from the U.S. Court of Appeals.

The report recounts that upholding the district court, the appeals
court ruled that former parent Pfizer Inc. wasn't entitled to
complete protection from asbestos claims under the umbrella of
Quigley's Chapter 11 case. Pfizer increased its contribution under
the plan to remedy the shortcoming identified by the appeals
court.

The report relates that as before, the plan will rid both Quigley
and Pfizer of all asbestos liability.  In addition to increasing
its cash contribution, Pfizer is waiving a $95 million secured
claim, a $19 million claim for financing the Chapter 11 case, and
a $33 million unsecured claim.  Pfizer is also providing real
property for Quigley to own and operate after emerging from
Chapter 11, to generate additional income that may be devoted to
payment of asbestos claims.

The appeal in the circuit court was Quigley Co. Inc. v. Law
Offices of Peter G. Angelos (In re Quigley Co. Inc.), 11-2635,
2nd U.S. Circuit Court of Appeals (Manhattan). The appeal in
district court was In re Quigley Co. Inc., 10-01573, U.S.
District Court, Southern District of New York (Manhattan).

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestors claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


REPOSITORY TECH: 7th Cir. Turns Down Shareholder's Appeal
---------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit dismissed the
last of a series of lawsuits filed by William G. Nelson, a
minority shareholder and major creditor of Repository
Technologies, Inc., against RTI's majority shareholders and David
K. Welch and his law firm Crane, Heyman, Simon, Welch & Clar,
which handled RTI's bankruptcy, for inaction on Mr. Nelson's part.
In 2007, Mr. Nelson sued Mr. Welch and Crane Heyman in state court
alleging that they had (1) conspired with RTI's majority
shareholders to use RTI's Chapter 11 bankruptcy to enrich
themselves, (2) tortiously interfered with RTI's loan contract
with Mr. Nelson, and (3) abused the bankruptcy process.

The case before the Appeals Court is, WILLIAM G. NELSON, IV,
Plaintiff-Appellant, v. DAVID K. WELCH and CRANE, HEYMAN, SIMON,
WELCH & CLAR, Defendants-Appellees, No. 11-1792 (7th Cir.).  A
copy of the Seventh Circuit's June 29, 2012 decision is available
at http://is.gd/3taTX5from Leagle.com.

Based in Lisle, Illinois, Repository Technologies Inc. --
http://www.rti-software.com/-- develops and markets customer-
support, problem-tracking and -resolution systems.  It filed for
Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 06-04582) on
April 25, 2006.  Judge Jack B. Schmetterer presided over the case.
David K. Welch, Esq., at Crane Heyman Simon Welch & Clar, served
as the Debtor's counsel.  In its petition, the Debtor estimated
assets of $500,000 to $1 million and debts of $1 million to
$10 million.


RESIDENTIAL CAPITAL: Fortress, Berkshire-Led Auctions Okayed
------------------------------------------------------------
Judge Martin Glenn approved the procedures governing the sale of
Residential Capital LLC, et al.'s mortgage origination and
servicing businesses and their legacy portfolio, consisting mainly
of mortgage loans and other residual financial assets.

The approved procedures are subject to the modifications necessary
to substitute Berkshire Hathaway Inc. as stalking horse bidder for
the Debtors' legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  Berkshire replaced
Ally Financial Inc.

Judge Glenn also approved the payment of a $24 million Break-Up
Fee to Fortress Investment Group, LLC's Nationstar Mortgage LLC
and a $10 million Break-Up Fee to Berkshire.

Nationstar is the stalking horse bidder for the Debtors' mortgage
origination and servicing businesses

A full-text copy of the Amended and Restated Asset Purchase
Agreement between Nationstar and ResCap, et al., dated June 28,
2012, is available for free at:

        http://bankrupt.com/misc/rescap_june28apa.pdf

A full-text copy of the Asset Purchase Agreement between
Berkshire and ResCap, et al., dated June 28, 2012, is available
for free at:

       http://bankrupt.com/misc/rescap_june28bhapa.pdf

Any party wishing to participate in the auction must submit a bid
not later than October 19, 2012, at 5:00 p.m. (ET).  If qualified
competing bids are received, an auction will be conducted on
October 23, at 10:00 a.m. (ET) at the offices of Morrison &
Foerster LLP, in New York.  A hearing to consider approval of the
sale will be held before Judge Glenn on November 5, at 10:00 a.m.
(ET).  The Sale Hearing may be conducted in connection with, and
as part of, a hearing to consider confirmation of a plan of
reorganization.  Objections to the sale must be filed on or
before October 29.

The objection raised by certain trustees for Residential Mortgage
Backed Securities and the joinder of Wells Fargo Bank, N.A., as
master servicer, are adjourned until July 10.  The Frost National
Bank's objection to the sale motion is preserved until the sale
hearing.  Digital Lewisville, LLC, retains all rights to object
to the proposed assumption and assignment of its lease on or
prior to the cure objection deadline.

U.S. Bank National Association, in its capacity as Indenture
Trustee with respect to certain 9.625% Junior Secured Guaranteed
Notes Due 2015, is required to notify the Debtors by July 31,
2012, regarding whether it has received direction to credit bid
all outstanding debt under the Junior Secured Notes in respect of
any Bid Proposal.  If the Indenture Trustee fails to provide that
notice by July 31, 2012, credit bidding rights are waived.  In
the event (i) a majority of the Consenting Holders direct the
Indenture Trustee to preserve credit bidding rights by July 31,
2012; or (ii) the Indenture Trustee has not received a direction
by July 31, 2012, and the Indenture Trustee does not agree in the
notice it gives to the Debtors to waive credit bidding rights,
the Debtors reserve their rights to request a hearing before the
Court to determine the credit bidding issue.

The Debtors and the Indenture Trustee have agreed that upon
either (i) the giving of notice of no direction; (ii) the waiving
of credit bidding rights by failing to give notice by July 31,
2012; or (iii) a final order of the Court denying credit bidding
rights, the Indenture Trustee will be deemed to be a consultation
party to the same extent as the Official Committee of Unsecured
Creditors pursuant to the Sale Procedures; provided that the
Indenture Trustee will not, without the written consent of the
Debtors share or disclose information regarding any Bid Proposal
with any holder of the Junior Secured Notes.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Retired Judge Gonzalez Named as Examiner
-------------------------------------------------------------
The U.S. Trustee for Region 2, Tracy Hope Davis, on Tuesday named
former Bankruptcy Judge Arthur J. Gonzalez as independent examiner
in the Chapter 11 case of Residential Capital LLC.

Dow Jones Newswires relates Judge Gonzalez is a senior fellow at
the New York University School of Law, where he teaches bankruptcy
law.  Judge Gonzalez spent 16 years as a bankruptcy judge, and
retired earlier this year from the U.S. Bankruptcy Court for the
Southern District of New York.  He oversaw several large
bankruptcy cases, including those of Enron, WorldCom and Chrysler
Group LLC.

Judge Martin Glenn granted Berkshire Hathaway, Inc.'s request and
directed the U.S. Trustee to appoint an examiner in the Chapter 11
cases of Residential Capital LLC and its affiliates.  Judge Glenn
noted in his June 20 memorandum opinion and order that no party
disputes that an investigation and report should be done in the
cases.  The only issue, he pointed out, was whether the Official
Committee of Unsecured Creditors should perform the investigation,
or whether an examiner must be appointed pursuant to Section
1104(c) of the Bankruptcy Code.  Judge Glenn then concluded that a
Chapter 11 examiner needs to be appointed.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Wants Until July 20 to File Schedules
----------------------------------------------------------
Residential Capital LLC and its affiliates ask the Bankruptcy
Court to extend until July 20, 2012, their deadline to submit
schedules of assets and liabilities and statements of financial
affairs.  The Debtors related that the schedules and statements
they filed on June 30 are substantially completed but there are
certain portions of the Statements that were not completed,
specifically SOFA Questions 3(b) and 3(c) because the Debtors must
complete reconciliation of their books and records with their bank
account statements.

The Debtors believe an extension until July 20 will give them time
to file fully completed Schedules and Statements.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Allowed to Continue Loan Servicing Activities
------------------------------------------------------------------
Judge Martin Glenn granted final authority for Residential
Capital, LLC, et al., to continue to perform their governmental
and non-governmental loan servicing activities.  The final
approval came despite objections raised by various parties,
including the Government National Mortgage Association, the
Federal National Mortgage Association, the National Association of
Consumer Bankruptcy Attorneys, a group of plaintiffs, Green Planet
Servicing, LLC, and the Official Committee of Unsecured Creditors.

The objectors did not oppose the requests.  Instead, Fannie Mae
said the relief requested in the two motions should have been
consolidated into a single action because they derive from a
single integrated contract that provides for both loan
origination and loan servicing.  NACBA argued that the relief
from the automatic stay sought by the Debtors is insufficient and
would not allow for borrowers who are debtors in individual
bankruptcy cases to adequately protect their rights under the
Bankruptcy Code.

Judge Glenn also authorized the Debtors to pay prepetition claims
of critical servicing vendors, provided the payment does not
exceed $19.6 million.  The Debtors are also required to file
monthly operating reports disclosing all Debtor-owned REO sales
and Non-GA Foreclosure Sales of Debtor-owned property closed
subsequent to the Petition Date and the associated costs.

A full-text copy of the Final GA Loan Servicing Order is
available for free at http://bankrupt.com/misc/rescap401.pdf

A full-text copy of the Final Non-GA Loan Servicing Order is
available for free at http://bankrupt.com/misc/rescap402.pdf

Before approval of the requests, the Debtors said they engaged in
talks and discussions with various parties-in-interest, including
the Creditors' Committee, regarding their requests.  AFI and Ally
Bank maintained that the servicing agreement and the purchase and
sale agreement were integral components of the Ally-ResCap
Settlement Agreement to support the Debtors' operations to a
going-concern sale.  In support of their requests, the Debtors
filed a declaration of Joseph A. Pensabene, executive vice
president and chief servicing officer of Residential Capital,
LLC, a full-text copy of which is available for free at
http://is.gd/rVnKpeand Matthew Detwiler, senior vice president
of Servicing Solutions for GMAC Mortgage, LLC, a full-text copy
of which is available for free at http://is.gd/qmtnLr

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: Proposes Bonuses Linked to Sale Before Dec. 31
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RG Steel LLC is proposing to pay bonuses to the
10 top executives if the business is sold before the year's end.
The company doesn't yet have consent from second-lien lenders who
in effect would pay the bulk of the bonuses.

The report relates that assuming the bankruptcy judge gives
approval at a July 18 hearing, the bonus pool would consist of
2.5% of the sale price for the assets in excess of the amount
necessary to pay off funding for the Chapter 11 case and first-
lien debt.  In addition, managers would receive 5% of recoveries
on subordinated debt owing to majority owner The Renco Group Inc.

According to the report, RG said it hopes to have agreement on the
bonuses with second-lien lenders before the approval hearing.  An
individual executive's bonus would range from 5% to 25% of the
bonus pool.

Under court-approved procedures, bids are due July 25.  Assuming a
prospective buyer signs a contract to be stalking-horse and
submits the first bid at auction, the auction will take place
Aug. 21, with a hearing to approve the sale on Aug. 23.  If no
buyer signs a contract, the auction will take place July 31, with
a sale-approval hearing on Aug. 8. The auction includes the three
main plants in Sparrows Point, Maryland; Warren, Ohio, and
Wheeling, West Virginia.  No buyer is yet under contract. Renco is
allowed to bid secured debt rather than cash at auction.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.

The bankruptcy court has approved the sale of a non-operating
plant in Steubenville, Ohio, for $15 million.


ROOMSTORE INC: Going Out of Business Sale at 20 Locations
---------------------------------------------------------
After more than 20 years in business, a huge Going Out of Business
Sale has now begun in 20 RoomStore, Inc. locations.  A U.S.
Bankruptcy Court approved an order authorizing joint venture
partners Hilco Merchant Resources, LLC, Planned Furniture
Promotions, Inc., SB Capital Group, LLC, and Tiger Capital Group,
LLC, to conduct the total liquidation of merchandise and store
fixtures in each location.

Compelling discounts of 30% to 50% are being offered on all
merchandise in RoomStore locations throughout Maryland and
Virginia.  Consumers will benefit from significant savings on
RoomStore's entire stock of famous brand home furnishings
including living rooms, dining rooms, bedrooms, leather and
occasional furniture, kids' furniture, entertainment centers, home
office, mattress sets, oriental rugs, lamps and decorative
accessories.  More than $20 Million of inventory will be
liquidated.  Store and warehouse fixtures and equipment are also
available for sale.

A spokesperson for the joint venture stated, "During its 20 years
in business, RoomStore has become a well-known destination for
furniture purchases in the many communities they serve.  At a time
when value means so much to so many people, this Going Out of
Business Sale offers consumers an important opportunity to acquire
fine quality furniture, bedding, rugs and accessories at very
meaningful discounts.  We believe that shoppers will react very
positively to the Sale and will quickly take advantage of these
outstanding savings."

Going Out of Business Sales will be conducted in the following
RoomStore locations:



        150 L Jennifer Road                   Annapolis        MD   21401
        5 S. Belair Parkway, Suite 701        Bel Air          MD   21015
        6501-D Baltimore National Pike        Catonsville      MD   21228
        6141 Columbia Crossing Circle         Columbia         MD   21045
        7425 N. Ritchie Highway               Glen Burnie      MD   21061
        7970 Annapolis Road                   Lanham           MD   20706
        201 Fort Meade Road (Bargain Depot)   Laurel           MD   20707
        4350 Branch Avenue                    Marlow Heights   MD   20748
        1150 Rockville Pike                   Rockville        MD   20852
        3015 Festival Way                     Waldorf          MD   20601
        15 Engler Road                        Westminster      MD   21157
        13055A Lee Jackson Mem Highway        Fairfax          VA   22033
        6230 Seven Corners Center             Falls Church     VA   22044
        4040 Plank Road                       Fredericksburg   VA   22407
        11020 Bulloch Drive                   Manassas         VA   20109
        365 Chatham Drive                     Newport News     VA   23602
        47100 Community Plaza, # 140          Sterling         VA   20164
        5144 Virginia Beach Boulevard         Virginia Beach   VA   23462
        150 Delco Plaza                       Winchester       VA   22602
        2542 Prince William Parkway           Woodbridge       VA   22192


                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


SAND TECHNOLOGY: Delays Filing of Interim Financial Report
----------------------------------------------------------
SAND Technology Inc. disclosed that the filing of its interim
financial report and related management's discussion and analysis
for the interim period ended April 30, 2012, will be delayed
beyond the filing deadline of June 29, 2012.  In the context of
the previously announced departure of the Chief Financial Officer
in early June 2012, the Corporation is not in a position to file
the Required Filings in a timely fashion.  The Corporation is
working to complete its Required Filings at the earliest possible
date and expects to file same by no later than July 31, 2012.

The Corporation has been advised by the Autorite des marches
financiers that it intends, in accordance with the guidelines set
out in Policy Statement 12-203 respecting Cease Trade Orders for
Continuous Disclosure Defaults, to issue a cease trade order that
will prohibit all trading of the securities of the Corporation.
The cease trade order will remain in place until lifted by the AMF
upon application by the Corporation following the filing of the
Required Filings.

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

In its annual report on Form 20-F for the fiscal year ended
July 31, 2010, filed with the U.S. Securities and Exchange
Commission, the Company noted it has incurred operating losses in
the current and past years.  The Company has also generated
negative cash flows from operations and has a significant working
capital deficiency.  "The Company's uncertainty as to its ability
to generate sufficient revenue and raise sufficient capital, raise
significant doubt about the entity's ability to continue as a
going concern," the Company said in the filing.  The Company said
it is in the process of seeking additional financing for its
current operations.

Raymond Chabot Grant Thornton LLP in Montreal, Quebec, audited the
company's financials but did not issue an adverse going concern
opinion in accordance with Canadian reporting standards.

The Company reported a net loss and comprehensive loss of C$2.11
million on C$6.87 million of revenue for the fiscal year ended
July 31, 2011, compared with a net loss and comprehensive loss of
$745,549 on $6.56 million of revenue during the prior year.

SAND Technology's balance sheet as at Jan. 31, 2012, showed C$5.89
million in total assets, C$3.11 million in total liabilities and
C$2.78 million shareholders' equity.


SANKO STEAMSHIP: Seeks Creditor Protection in Tokyo & New York
--------------------------------------------------------------
Sanko Steamship Co. Ltd., the owner or operator of 156 vessels,
filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 12-12815) in
Manhattan on July 2 after commencing bankruptcy reorganization
proceedings in Tokyo.

Chiyoda-ku, Tokyo-based Sanko stated that assets on March 31 were
about $1 billion while debt totaled $947 million, mostly
unsecured.  The debt total doesn't include liabilities on
chartered vessels.

Sanko commenced proceedings under the Corporate Reorganization Act
of Japan before the Tokyo District Court, Civil Department No. 8
amid declining demand and creditor actions.

Sanko is asking the Manhattan judge to recognize the Japanese
proceeding as a "foreign main proceeding" under Section 1517 of
the Bankruptcy Code.

Based out of Tokyo, the company is mainly engaged in the marine
transportation business concentrating on international routes and
other incidental businesses and is specialized in the tramp
shipping business among the international route marine
transportation business.

Prior to 2008, the Sanko Group actively sought to expand its
business in anticipation of an increase in demand in the
transportation market, especially in developing countries.

However, since the beginning of the ongoing global recession in
2008, and especially over the past 18 to 24 months, the demand for
these services has sharply declined.  Coupled with a worldwide
glut of shipping capacity and the high costs of maintaining its
fleet, this has negatively impacted Sanko's business and resulted
in a drastic deterioration in profitability.  The company's latest
financial statements recorded a consolidated cumulative operating
loss of JPY26.9 billion in the financial year of 2011.

Over the course of the past few months, Sanko has been working
with its creditors to develop and finalize a rehabilitation plan
in an attempt to restructure its liabilities outside of a formal
court process.  This has proven to be no small task given the
worldwide nature of Sanko's operations and the sheer number of
jurisdictions in which its creditors can be found.  However, the
May 9, 2012 arrest of one of Sanko's vessels in Baltimore,
Maryland, as well as the June 14, 2012 commencement of lawsuits
against the company in Florida, demonstrated the precarious state
of Sanko's position and highlighted the risk that the Sanko
Group could face irreparable harm to its operations at any given
time in the absence of an injunction or stay. Absent formal
insolvency and bankruptcy proceedings, Sanko risks piecemeal
dismemberment from the actions of creditors commencing litigation
against the company or arresting its assets.

In order to provide Sanko with the protection needed to reorganize
its financial affairs, a petition commencing a corporate
reorganization under the JCRA was filed on July 2, 2012. During
the pendency of the Japanese Proceeding and under the supervision
of the Tokyo Court, Sanko intends to continue discussions with
creditors and ultimately hopes to seek the approval and
confirmation of a global debt restructuring plan. The company
hopes thereby to achieve a substantial de-leveraging of its
balance sheets and a return to profitability.

In aid of such efforts, Hisashi Asafuji, as foreign
representative, seeks, among other things, recognition of the
Japanese Proceeding as a "foreign main proceeding," to stay
execution against assets of Sanko within the territorial
jurisdiction of the United States, and, both on a provisional
basis and upon recognition, to apply section 362 of the Bankruptcy
Code in this chapter 15 case to protect Sanko and its assets in
the United States.


SANTA YSABEL RESORT: Files for Bankruptcy in San Diego
------------------------------------------------------
The Iipay Nation of Santa Ysabel, a federally recognized Indian
Tribe, filed a resolution authorizing the Chapter 11 bankruptcy
filing of Santa Ysabel Resort and Casino (Bankr. S.D. Calif. Case
No. 12-09415) in San Diego on July 2, 2012.

The Debtor estimated assets of up to $50 million and liabilities
of up to $100 million.

According to the case docket, the schedules of assets and
liabilities and the statement of financial affairs are due
July 16, 2012.  The Chapter 11 plan and disclosure statement are
required to be filed by Oct. 30, 2012.

Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in
Los Angeles, serves as counsel.

Santa Ysabel Resort & Casino -- http://www.santaysabelcasino.com/
--- is a casino located on the Santa Ysabel Indian Reservation in
Santa Ysabel, California.  The casino has 349 slot machines and
six gaming tables as well as live poker and live blackjack. It is
also in close proximity to Lake Henshaw, Julian and Warner
Springs.  The Santa Ysabel tribal Chairman is Virgil Perez.

Mr. Perez signed the Chapter 11 petition.


SILVER SPRING: S&P Corrects Rating on 2004 Bonds to 'NR'
--------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on Silver
Spring Township, Pa.'s series 2004 general obligation bonds to
'NR' from 'SD (selective default).


STEREOTAXIS INC: Fails to Comply with Nasdaq's Market Value Rule
----------------------------------------------------------------
The Nasdaq Stock Market notified Stereotaxis, Inc., that it no
longer complies with Rule 5450(b)(3)(C), the Market Value of
Publicly Held Shares Rule, as the Company did not maintain a
minimum MVPHS of $15,000,000 for the 30 consecutive business days
prior to the date of the letter.  In accordance with Rule
5810(c)(3)(D), the Company will be provided 180 calendar days, or
until Dec. 24, 2012, to regain compliance with the MVPHS Rule.
The Company may regain compliance with the MVPHS Rule if the
Company's MVPHS closes at $15,000,000 or more for a minimum of 10
consecutive business days at any time before Dec. 24, 2012.

The Nasdaq letter further states that if the Company does not
regain compliance with the MVPHS Rule by Dec. 24, 2012, then
Nasdaq will notify the Company that its common stock will be
delisted.  At that time, the Company may appeal Nasdaq's
determination to delist the Common Stock.   Alternatively, the
Company may apply for a transfer to The Nasdaq Capital Market
provided it satisfies the continued listing standards of the
Capital Market set forth in Marketplace Rule 5505.

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at March 31, 2012, showed
$36.79 million in total assets, $60.16 million in total
liabilities, and a $23.36 million total stockholders' deficit.


STOCKTON, CA: Judge Christopher Klein to Oversee Case
-----------------------------------------------------
Bankruptcy Judge Christopher Klein has been designated to oversee
the Chapter 9 case of the City of Stockton, California.

Stockton, now the largest U.S. city to seek bankruptcy protection,
has filed motions asking the Court:

     -- to set deadlines for parties-in-interest to file
        objections to the Chapter 9 petition;

     -- for permission to establish and maintain a publicly
        available Internet-accessed Web site in lieu of notice
        to certain parties; and

     -- for leave to introduce evidence relating to Neutral
        Evaluation Process under Government Code Section
        53760.3(q).

Several creditors have filed notices of appearance in the case:

     * National Public Finance Guarantee Corporation;
     * Kemper Sports Management, Inc.;
     * Assured Guaranty Municipal Corp., and Assured Guaranty
       Corp.;
     * Wells Fargo Bank, National Association;
     * Union Bank, N.A.;
     * Stockton Police Officers Association; and
     * Marina Towers LLC

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of $500
million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  The petition was signed by
Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008.  It
estimated $500 million to $1 billion in assets and $100 million to
$500 million in debts in its petition.  In August 2011, Vallejo
was given green light to exit the municipal reorganization.   The
Chapter 9 plan restructures $50 million of publicly held debt
secured by leases on public buildings.  Although the Plan doesn't
affect pensions, it adjusts the claims and benefits of current and
former city employees.  Bankruptcy Judge Michael McManus released
Vallejo from bankruptcy on Nov. 1, 2011.


SUPERTEL HOSPITALITY: Bid Price for 30 Days Below Nasdaq Minimum
----------------------------------------------------------------
Supertel Hospitality, Inc. received a notification letter from The
Nasdaq Stock Market stating that for the previous 30 consecutive
business days, the bid price of the Company's common stock closed
below the minimum $1.00 per share requirement for continued
inclusion on The Nasdaq Global Market pursuant to Nasdaq
Marketplace Rule 5450(a)(1).  The Nasdaq letter has no immediate
effect on the listing of the Company's common stock.

In accordance with Marketplace Rule 5810(c)(3)(A), Supertel will
be provided with a grace period of 180 calendar days, or until
Dec. 26, 2012, to regain compliance with the Minimum Bid Price
Rule.  If at any time before Dec. 26, 2012, the bid price of
Supertel's stock closes at $1.00 per share or more for a minimum
of 10 consecutive business days, Nasdaq will notify the Company
that it has achieved compliance with the Minimum Bid Price Rule.
If the Company does not regain compliance with the Minimum Bid
Price Rule by Dec. 26, 2012, Nasdaq will notify the Company that
its common stock will be delisted from The Nasdaq Global Market.
In the event the Company receives notice that its common stock is
being delisted from The Nasdaq Global Market, Nasdaq rules permit
the Company to appeal any delisting determination by the Nasdaq
staff to a Nasdaq Hearings Panel.  Alternatively, Nasdaq may
permit the Company to transfer its common stock to The Nasdaq
Capital Market if it satisfies the requirements for initial
inclusion set forth in Marketplace Rule 5505, except for the bid
price requirement.  If its application for transfer is approved,
the Company would have an additional 180 calendar days to comply
with the Minimum Bid Price Rule in order to remain on The Nasdaq
Capital Market.

                   About Supertel Hospitality

Supertel Hospitality, Inc. -- http://www.supertelinc.com/-- is a
self-administered real estate investment trust that specializes in
the ownership of select-service hotels.

As of Sept. 21, 2011, Supertel Hospitality, Inc. owns 101 hotels
comprised of 8,856 rooms in 23 states.  The company's hotel
portfolio includes Baymont Inn, Comfort Inn/Comfort Suites, Days
Inn, Guest House Inn, Hampton Inn, Holiday Inn Express, Key West
Inns, Masters Inn, Quality Inn, Ramada Limited, Savannah Suites,
Sleep Inn, Super 8 and Supertel Inn.  This diversity enables the
company to participate in the best practices of each of these
respected hospitality partners.


TERRA-GEN FINANCE: S&P Places 'BB-' CCR on Watch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Terra-Gen Finance Co. LLC on CreditWatch with
negative implications.

"We also placed our 'BB' rating on TG Finance's $250 million
secured term loan due 2017 and secured $60 million working capital
facility due 2016 on CreditWatch with negative implications. The
recovery rating on the term loan and working capital facility is
'2', reflecting our anticipation of substantial (70% to 90%)
recovery of principal if a payment default occurs," S&P said.

"The CreditWatch listing reflects our view that the credit metrics
have fallen below levels that support the current rating. This
deterioration stems from an   error in our original analysis and
significant reductions in short-run avoided costs (SRACs) that
dictate project payments under four of the power purchase
agreements at TG Finance's portfolio of nine power projects," S&P
said.

"The error occurred in the development of our base case financial
forecast. We did not use a P90 generation assumption for key
assets -- out of accordance with our criteria -- and did not
deduct subordinated debt payments from the   distributions from
one of the projects. As a result, our projections overstated power
plant production and thus cash flows. In updating our projections,
we are also incorporating changes in SRAC pricing under which
four of the projects are paid," S&P said.

"Management has presented a credible plan to address these
weaknesses.  We will resolve the CreditWatch listing after we
complete our review of TG Finance's plans to strengthen the credit
through such means as adding assets or reducing debt.  If it is
unable to execute on its plans within our CreditWatch horizon
(typically no longer than 90 days), we would lower the ratings,"
S&P said.


THORNBURG MORTGAGE: Chapter 11 Trustee, Banks in Settlement Talks
-----------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir approved a Stipulation and Consent
Order resetting the deadline for banks to file objections to the
motion of Joel I. Sher, the Chapter 11 Trustee of Thornburg
Mortgage Inc., fka TMST Inc., for any costs and expenses that the
Trustee seeks to recover against property determined in the
adversary proceeding, in Credit Suisse Securities (USA) LLC, as
Collateral Agent v. TMST, Inc., et al., AP No. 09-00574 (DWK)
(Bankr. D. Md. Aug. 28, 2009), to be the collateral of Credit
Suisse Securities (USA) LLC, Credit Suisse International, UBS AG,
UBS Securities LLC, Citigroup Global Markets, Ltd., JPMorgan Chase
Funding Inc., Bear Stearns Investment Products Inc., Royal Bank of
Scotland plc, RBS Securities Inc. (f/k/a Greenwich Capital
Markets, Inc.), and Greenwich Capital Derivatives.  Credit Suisse
initiated and prosecuted the Adversary Proceeding as Collateral
Agent on behalf of the banks.  The parties are discussing the
terms of settlement of the Adversary Proceeding, including the
terms pursuant to which the banks may file one or more objections
to the Chapter 11 Trustee's Motion.  Accordingly, the parties
agree that the banks may have until July 16 to file objections.

A copy of the June 29, 2012 Stipulation and Consent Order is
available at http://is.gd/8wYCO5from Leagle.com.

John F. Carlton, Esq., and Todd M. Brooks, Esq. --
jcarlton@wtplaw.com and tbrooks@wtplaw.com -- at WHITEFORD TAYLOR
PRESTON LLP; and Douglas K. Mayer, Esq., David C. Bryan, Esq., and
A.J. Martinez, Esq. -- dkmayer@wlrk.com , dcbryan@wlrk.com ,
ajmartinez@wlrk.com -- at WACHTELL, LIPTON, ROSEN & KATZ, in New
York, represent Credit Suisse Securities (USA) LLC, as Collateral
Agent.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TRAINOR GLASS: Court Approves Black as North Carolina Counsel
-------------------------------------------------------------
Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, sought and obtained permission
from the Bankruptcy Court to employ William M. Black, Jr., and the
law firm of William M. Black, Jr., as its North Carolina counsel.
The Debtor requires Black to render all lien related services
for the following construction projects:

   (a) Duke Cancer Quiet Room (Durham, North Carolina);

   (b) Project Green(Whitsett, North Carolina); and

   (c) all other legal services for the Debtor related to the
       review, preparation recording and perfection of liens on
       the aforementioned construction projects.

The Debtor believes that the amount of outstanding claims to be
served with lien notices may total nearly $500,000 with a net
balance to the Debtor of approximately $230,000.

The attorneys proposed to advise the Debtor and their current
hourly rates are: William M. Black, Jr., $210 per hour and Pat A.
Cook, $210 per hour.

Black has requested a $5,000 security retainer.

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

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRIPLE POINT: S&P Rates $185MM Sr. Secured Credit Facility 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2'  recovery rating to Westport, Conn.-based Triple
Point Technology Inc.'s $165 million term loan due 2017 and its
$20 million revolving credit facility due 2016. The '2' recovery
rating indicates our expectation of substantial (70%-90%) recovery
in the event of payment default.

The company used the proceeds, along with new equity, roll-over
equity, and mezzanine debt at the holding company, to fund Welsh,
Carson, Anderson & Stowe's (WCAS) acquisition of a majority equity
stake in Triple Point from Abry Partners, refinance existing debt,
and fund the acquisition of QMASTOR, an Australian commodity
management software company specializing in metals.

"The ratings on Triple Point reflect its 'weak' business risk
profile marked by its narrow market focus and limited track record
operating at current levels," said Standard & Poor's credit
analyst Christian Frank.

Its "highly leveraged" financial profile reflects its pro forma
leverage in the low-6x area and an acquisitive growth strategy.
The company's relatively high recurring revenue base and solid
profit margins partly offset these factors.

"The stable outlook incorporates our expectation that Triple Point
will continue to generate steady profitability and maintain
adequate liquidity. A highly leveraged financial profile and
moderate free cash flow limit its ability to de-lever materially
over the coming year. However, EBITDA expansion, such that
adjusted leverage declines to the mid-4x area could result in an
upgrade," S&P said.

The company's stable operating performance and good market
position lessen the potential for credit deterioration. However,
sustained adjusted leverage of over 7x due to an aggressive
financial policy, including leveraged dividends   to shareholders,
or material debt-financed acquisitions could lead to lower
ratings.


VALEANT PHARMACEUTICALS: S&P Affirms 'BB' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Montreal-based pharmaceutical
company Valeant Pharmaceuticals International Inc.'s incremental
$100 million term loan B due Feb. 13, 2019.

All other ratings, including the 'BB' corporate credit rating,
remain unchanged.  The company intends to use the proceeds from
this issuance for general corporate purposes. Although pro forma
leverage increases to about 4x, this remains in line with our
expectation.

"The ratings on Valeant reflect Standard & Poor's view that the
company will maintain a "significant" financial risk profile.
Despite our expectation of acquisition activity, we believe the
company will only commit to acquisitions that do not result in
leverage consistently above 4x, in line with their stated
financial policy.  Our consideration of Valeant's business risk
profile as "fair" reflects the benefits of a broader product
portfolio, geographic diversification, and expanded pipeline it
has achieved through multiple acquisitions over the past two
years," S&P said.

This is offset by the potential for integration issues, and the
potential challenges of managing a very large portfolio of small
products, given the high level of acquisition activity.

Valeant Pharmaceuticals International Inc.
Corporate Credit Rating                    BB/Stable/--

New Ratings

Valeant Pharmaceuticals International Inc.
Incremental $100 mil term loan B due 2019  BBB-
   Recovery Rating


W.R. GRACE: To Release Q2 Financial Results July 25
---------------------------------------------------
W. R. Grace & Co. said it will release its second quarter 2012
financial results at 6:00 a.m. EDT on July 25.  A company-hosted
conference call and webcast will follow at 11:00 a.m. EDT that
day.

During the call, Fred Festa, Chairman and Chief Executive Officer,
and Hudson La Force, Senior Vice President and Chief Financial
Officer, will discuss the second quarter results.  A question and
answer session with analysts will follow the prepared remarks.

Access to the live webcast and the accompanying slides will be
available through the Investor Information section of the
company's Web site, http://www.grace.com/  Those without access
to the Internet can participate by dialing +1 866.362.5158 (U.S.)
or +1 617.597.5397 (International).  The participant passcode is
66121130.  Investors are advised to dial into the call at least
ten minutes early in order to register.

An audio replay will be available at 1:00 p.m. EDT on July 25.
The replay will be accessible by dialing +1 888.286.8010
(U.S.) or +1 617.801.6888 (International) and entering the
participant passcode 58565857.  The replay will be available for
one week.

                         About W.R. Grace

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 efforts.  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 obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   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.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

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: Prepares to Emerge From Bankruptcy Protection
---------------------------------------------------------
Mark Hall of Asbestos.com reports that W.R. Grace & Co.'s
bankruptcy status may finally come to an end in the coming days,
citing recent reports.

After being in bankruptcy for 11 years, the company with ties to
America's most widespread asbestos contamination could potentially
exit this legal protection soon, Mr. Hall said.

On January 30, 2012, Judge Ronald L. Buckwalter of the U.S.
District Court for the District of Delaware in Wilmington
confirmed the company's reorganization plan.  Under bankruptcy
law, potential appeals regarding the judge's confirmation order
can be made during a pre-determined 30-day window.

The window opened on June 11.

This means that appellants have until July 11 to file any
considerations, at which point W.R. Grace will have an additional
30 days to respond.  Then the 3rd Circuit Court of Appeals will
make its decision.

The company may actually be able to exit bankruptcy even before
all they are all settled, depending on the details of the appeals,
but first, the courts must receive all appeals, Mr. Hall pointed
out.

During its tumultuous history, bankruptcy has protected W.R. Grace
from more than 100,000 personal injury claims, mostly centered on
asbestos-related concerns.  Unfortunately, bankruptcy did not
product the countless victims affected by the company's products
and actions.

                         About W.R. Grace

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 efforts.  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 obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   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.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

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: Dist. Court Rejects Garlock's Bid to Stay Plan Order
----------------------------------------------------------------
District Judge Ronald L. Buckwalter denied the request of Garlock
Sealing Technologies, LLC, for a stay, pending appeal, of his
memorandum opinion and order overruling all objections and
confirming W.R. Grace & Co. and its debtor-affiliates' Joint Plan
of Reorganization in its entirety.  The Court did grant Garlock's
request for expedited consideration of the Motion to Stay.

In his memorandum opinion, Judge Buckwalter notes that Grace's
various creditors, including significantly ill victims of pleural
disease and their families, have been awaiting payment for their
claims since at least the time the Debtors filed for bankruptcy in
2001.

"If the stay were issued, these creditors would once again be
thwarted along their path to recovery from Grace.  There comes a
time when finality of litigation is needed.  Having already been
pending for eleven years, the time for finality has arrived in
this case," Judge Buckwalter said.  He opined that allowing
otherwise would have detrimental effects for both Grace and its
thousands of creditors, who at this point are more than entitled
to take steps forward towards emergence from bankruptcy and
obtaining payment of their long-awaited claims.

In his June 11, 2012 decision, Judge Buckwalter ruled that Garlock
lacked standing, and notwithstanding that ruling, also overruled
Garlock's objections to the confirmation of the Joint Plan and the
entry of channeling injunction.

Brett D. Fallon, Esq., at Morris James LLP, in Wilmington,
Delaware, contends that the June 11 decision is flawed on both its
holdings because:

   (1) it strays from the Third Circuit's recent decision in In
       re Global Industrial Technologies, 645 F.3d 201 (3d Cir.
       2011), which confers broad bankruptcy standing for partial
       participation in Chapter 11 cases; and

   (2) overlooks or misconstrues Garlock's substantive objections
       to confirmation of the Joint Plan and implementation of
       the channeling injunction and the trust distribution
       procedures.

Mr. Fallon further asserts that the Joint Plan severely alters
Garlock's rights against Grace, and underpays all claims,
including claims for contribution from co-defendants like Garlock.

In denying a stay, Judge Buckwalter also noted Garlock's failure
to even acknowledge that a party seeking a stay under these
circumstances may be required to post a supersedeas bond to
preserve the status quo and protect the bankruptcy estate and its
creditors from incurring costs incident to the stay.  He said that
in previously filed motions, the District Court was advised that
the quantifiable costs of a stay in this case could range from $77
million to $107 million, depending on the length of time that the
stay remains in place.

                         About W.R. Grace

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 efforts.  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 obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   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.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

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: Opposes Anderson Plea for Relief From Plan Order
------------------------------------------------------------
The Appellees/Plan Proponents and Judge Alexander M. Sanders, Jr.,
the future claimants representative for asbestos-related property
damage claims, filed separate responses asking the U.S. District
Court for the District of Delaware to deny Anderson Memorial
Hospital's request for relief from Judge Ronald L. Buckwalter's
memorandum opinion and order affirming the confirmation of the
Debtors' Joint Plan of Reorganization dated January 30, 2012.

The Plan Proponents are the Debtors, Official Committee of
Asbestos Personal Injury Claimants, Asbestos PI Future Claimants'
Representative and Official Committee of Equity Security Holders.
Judge Sanders is the legal representative for Future Asbestos-
Related Property Damage Claimants and Holders of Demands.

On behalf of the Plan Proponents, Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, argues
that setting aside a judgment or order under Rule 60(b) of the
Federal Rules of Civil Procedure requires a showing of
"exceptional" and "extraordinary" circumstances, like fraud,
mistake or harm to the public interest.  A mere purported change
in the law fails to satisfy Anderson's heavy burden of
establishing an extraordinary circumstance, she notes.

Ms. Jones also contends, among other arguments, that the recent
Third Circuit case on which Anderson relies, Wright v. Owens
Corning, --- F.3d ---, 2012 WL 1759992 (3d Cir. May 18, 2012),
does not create new law but is merely a routine application of the
Third Circuit's 2010 holding in In re Grossman's, 607 F.3d 114 (3d
Cir. 2010), which the District Court has already addressed in its
Memorandum Opinion.

Judge Sanders tells the District Court that he is in complete
accord with each argument made by the Plan Proponents.  He adds
that the District Court lacks jurisdiction to grant Anderson's
request unless and until the Third Circuit is asked to remand, and
decides on the remand.

                       Anderson Talks Back

Anderson concedes that relief under Rule 60(b) is out of the
ordinary.  Even so, the circumstances here are not typical of
those where that relief is usually sought, contends Christopher D.
Loizides, Esq., at Loizides, P.A., in Wilmington, Delaware.

Contrary to the District Court's conclusion that the Grossman's
test has no effect on whether a claimant was given adequate
notice, the Third Circuit in Wright made it clear that the
Grossman's test, as applied to a case where the "claim" standard
changed during the pendency of the case, does has a significant
effect on whether a claimant was given adequate notice, Mr.
Loizides argues.

The Wright decision indicates that the notice would still be
inadequate to discharge the claims of parties who, at the time
they received the notice, had property that was exposed to Grace
product, but had not yet had all elements of a cause of action
accrue, since at the time the notice was received by those
parties, they would have understood that under applicable law they
did not hold "claims" that could be discharged by any Grace plan,
Mr. Loizides asserts.

Hence, Anderson asks the District Court to grant relief under Rule
60(b) and reconsider its memorandum opinion and order affirming
the Bankruptcy Court's order confirming Grace's Joint Plan.

                         About W.R. Grace

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 efforts.  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 obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   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.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

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)


* Chadbourne & Parke Expands Project Finance Practice
-----------------------------------------------------
The international law firm of Chadbourne & Parke announced that
project finance lawyers Paul J. Kaufman and Evelyn Lim will join
the firm as partners on August 1 in the Los Angeles office,
bolstering Chadbourne's West Coast project finance capabilities.

Both are veteran renewable energy lawyers.

Mr. Kaufman is currently executive vice president for transactions
of enXco, the North American development arm of Electricite de
France. He joined enXco as general counsel in 2008.  Mr. Kaufman
has been a well regarded energy lawyer since 1984.  He began as a
regulatory lawyer for the Public Power Council, a trade group of
118 public utility districts, municipal utilities and electric
cooperatives and then practiced for 11 years as a lawyer with a
firm in Oregon, where he acted for one of the two big coalitions
of independent power companies active in California.  He appeared
in regulatory proceedings for a variety of clients before the
Federal Energy Regulatory Commission and public utility
commissions in the western US from Arizona to Alaska.  In 1997, he
moved to Enron where he directed government and regulatory affairs
in the western US for five years.  After Enron, he became general
counsel of what was then PPM Energy, one of the top three US wind
companies, headquartered in Portland.  During Mr. Kaufman's
tenure, PPM was owned initially by Scottish Power, the Scottish
utility, and then by Iberdrola, a Spanish utility, at which time
it changed its name to Iberdrola Renewables.  During Mr. Kaufman's
tenure as general counsel, the company not only developed wind
farms, but also had active gas storage and gas and electricity
trading businesses.

Ms. Lim comes to Chadbourne from Element Power, a global renewable
energy company headquartered in Oregon, where she served as senior
vice president and general counsel.  Before that, she was general
counsel of First Wind, an independent North American wind
development company.  (Before becoming a lawyer, Ms. Lim danced
with the New York City ballet.)  She spent eight years as an
associate with Milbank Tweed Hadley & McCloy in New York and Los
Angeles, and then was a partner with McDermott Will & Emery in Los
Angeles and London before being recruited to the general counsel
position at First Wind where she helped raise more than $2 billion
from various sources, including turbine, construction and term
lenders, tax equity investors, financial sponsors and other
investors.  While at Milbank, Ms. Lim worked mainly for
underwriters in private and public offerings of debt and equity
securities, including Rule 144A and Reg. S, high-yield and
structured debt offerings, monetizations of energy contracts and
other structured products.  She has also spent significant time on
non-power infrastructure projects, including a submerged tunnel
road project in Greece, the Monterrey-Cadereyta toll road project
in Mexico and the Autopista Central toll road project in Chile.

"We are very fortunate to have two such capable people join us,"
said Keith Martin, co-head of Chadbourne's project finance
department.  "The sort of experience they bring at leading
renewable energy developers should make them stand out in the
market.  They understand the business at a deeper level than most
outside counsel."

"Both should fit seamlessly into what is already a huge renewable
energy practice," added practice co-chair Rohit Chaudhry.  "They
will bring the headcount in our project finance group to 80
lawyers.  Roughly 70% of the group's work is in the renewable
energy sector.  This work is increasingly outside the United
States, particularly in Latin America and Africa."

"The hiring of Mr. Kaufman and Ms. Lim puts us back on the ground
in California in project finance. We expect to grow from there,"
remarked Robin Ball, managing partner of Chadbourne's L.A. office.

"What particularly appealed to us about Paul and Evelyn is they
are not just renewable energy lawyers, but they have also done
other things: Paul with his work for Enron and on gas storage and
electricity and gas trading, and Evelyn with her work on
complicated capital markets and structured finance transactions
and other types of infrastructure projects," said Chadbourne
managing partner Andrew Giaccia.

Mr. Kaufman earned a B.S. in natural resources from Cornell
University and a J.D. from Northwestern School of Law.

Ms. Lim received a B.S. in applied economics and business
management from Cornell University and a J.D. from Fordham
University School of Law.

                     About Chadbourne & Parke

Chadbourne & Parke LLP -- http://www.chadbourne.com/--
an international law firm headquartered in New York City, provides
a full range of legal services, including mergers and
acquisitions, securities, project finance, private funds,
corporate finance, venture capital and emerging companies,
energy/renewable energy, communications and technology, commercial
and products liability litigation, arbitration/IDR, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, executive
compensation and employee benefits, employment law, trusts and
estates and government contract matters.


* Mintz Levin's Jeffry Davis Among San Diego Super Lawyers
----------------------------------------------------------
Jeffry A. Davis and four other members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. have been selected as San Diego
Super Lawyers for 2012.

The annual list identifies lawyers who have attained a high degree
of peer recognition and professional achievement.  Only five
percent of area lawyers were named 2012 San Diego Super Lawyers.

Jeff Davis is a Member of the firm's Bankruptcy, Restructuring and
Commercial Law Section.  His practice is focused on all aspects of
bankruptcy (including debtors, creditors, and committees), out of
court workouts, insolvency, receiverships, and debtor/creditor
rights. He is also a commercial law litigator in areas such as
contract and business disputes.  Mr. Davis has represented clients
in multiple industries including real estate, health care,
telecommunications, software, agriculture, consumer products and
food services.  Mr. Davis has been included in Best Lawyers in
America every year since 1995, and annually in the San Diego Super
Lawyers list since 2007.  He received his B.A. from the State
University of New York and his J.D. from Boston University School
of Law.

Aside from Mr. Davis, Mintz's Super Lawyers are John Giust, Jeremy
D. Glaser and Eddie Wang Rodriguez of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 14, 2011
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Tampa Convention Center, Tampa, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. __, 2011
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Dublin, Ireland
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 25-27, 2011
   TURNAROUND MANAGEMENT ASSOCIATION
      Hilton San Diego Bayfront, San Diego, CA
         Contact: http://www.turnaround.org/

Nov. 28, 2011
   BEARD GROUP, INC.
      18th Annual Distressed Investing Conference
         The Helmsley Park Lane Hotel, New York City
            Contact:             1-240-629-3300

Dec. 1-3, 2011
   AMERICAN BANKRUPTCY INSTITUTE
      23rd Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 3-5, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Grand Hyatt Atlanta, Atlanta, Ga.
            Contact: http://www.turnaround.org/

Apr. 19-22, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 14-17, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 2-4, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

November 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

October 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., 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, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  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.


                  *** End of Transmission ***